Affiliate Program Agreement and Terms of Use

Date of Last Revision: July 7, 2021

This Affiliate Agreement and Terms of Use ("Agreement") applies to participation in the Tuc® Blanket Affiliate Program ("TBAP"), which is operated by Sherwood Industries, Inc. (, "we", "us", or "our").

By participating in the TBAP, You accept the terms of the Agreement. This is a legal agreement between You and Sherwood.

In addition, when You use any of our services, You will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they are incorporated into these Terms by this reference. Please carefully review all of the Tuc Blanket policies at https://tucblanket.com/policies.

We reserve the right to change this Agreement at any time. If any change to the TBAP or the Agreement is unacceptable to You, Your only choice is to terminate Your participation. Your continuing participation in the TBAP will constitute Your acceptance of any change.

Our Address

Please send any questions or comments regarding the TBAP or this Agreement to:

Mail:

Sherwood Industries, Inc.

7800 N. Merrimac Ave.

Niles, Illinois 60714

Phone:

1-888-410-0986

Email:

Info@TucBlanket.com

BEFORE APPLYING

To begin the enrollment process, You will need to complete and submit the online application, which can be found here.

PLEASE READ THE ENTIRE AGREEMENT BEFORE APPLYING TO THE TBAP.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SHERWOOD

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION

1. AFFILIATE RIGHTS AND OBLIGATIONS

Your participation in TBAP is solely for the purpose of legally advertising Tuc® Blanket products in order to receive a commission of products purchased by Your referrals. You are only eligible to earn commissions while You are participating in TBAP in accordance with the terms of this Agreement.

Application Process

To begin the enrollment process, You will need to complete and submit the online application. All applicants must live in the United States of America and must be at least 18 years of age.

Sherwood will review and all submitted applications. It will typically take 2-4 business days for Sherwood to review an application.

This Agreement is effective on the date Sherwood accepts You into TBAP and will end when Your participation in TBAP is terminated for any reason.

All accounts are subject to review and re-evaluation. We may reject Your application at our sole discretion.

Affiliate Websites

Sherwood may suspend or terminate Your participation in TBAP at any time for any reason, including if we determine that Your website, social media pages, or other physical or online locations used in the TBAP (collectively “Site”) is unsuitable for TBAP because it:

• Contains or promotes violence

• Contains or promotes sexually explicit materials

• Contains or promotes discrimination or harassment based on race, sex, religion, nationality, disability, sexual orientation, or age

• Contains or promotes illegal activities

• Contains or promotes spam

• Contains or promotes any false statements about Sherwood or the Tuc® Blanket products, including statements indicating or implying that the Tuc® Blanket products are medical devices

• Contains or promotes any language tying diagnosable conditions such as anxiety, autism, depression, PTSD, etc. to Sherwood or the Tuc® Blanket products and their affects

• Infringes any copyright, trademark or other intellectual property rights of Sherwood or any third party

• Encourages or facilitates copyright, trademark, or other intellectual property infringement by others

• Includes “Tuc® Blanket” or variations or misspellings thereof in its domain name

• Violates the brand use requirements in the Tuc® Blanket Affiliate Brand Resource Pamphlet

• Contains content and/or layouts that so resembles the website at tucblanket.com as to be confusingly similar or to imply a relationship with Sherwood or the Tuc® Blanket products beyond the TBAP

• Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable to us in our sole discretion.

• Contains or redirects to another site that contains software downloads that potentially enable diversions of commission from other affiliates in our program.

• Violates the TBAP three-strike FDA policy as outlined below:

Sherwood FDA Policy:

• • • Because of the nature of the weighted blanket industry, we are extremely diligent about avoiding any confusing language that falsely implies the Tuc® Blanket products are medical devices. To be abundantly clear: the Tuc® Blanket products are not medical devices.

• • • The following are Acceptable Terms under the three-strike FDA policy:

• • • • General statements about Tuc® Blanket product features

        • (e.g., the core sheet technology, breathability, even weight distribution, etc.)

• • • • General statements about Tuc® Blanket product effects

        • (e.g., comfort, textures, noise, cooling, movement, relaxation, sleep, etc.)

• • • The following are Unacceptable Terms under the three-strike FDA policy:

• • • • Mentioning any diagnoseable condition and connecting it to Sherwood, the Tuc® Blanket product or the Tuc® Blanket product’s effects

        • (e.g., ADD, ADHD, Anxiety, Autism, Depression, Diseases, Disorders, Insomnia, PTSD, Syndromes, etc.)

• • • • Mentioning physiological responses and connecting it to Sherwood, the Tuc® Blanket product or the Tuc® Blanket product’s effects

        • (e.g., stress, blood pressure, heart rate, hormones, etc.)

• • • Each time that a TBAP affiliate is notified that their Site contains Unacceptable Terms and fails to correct the affected post or content within seven (7) days’ notice, that affiliate will be given a strike under this policy. After the third strike, their status as a TBAP affiliate will be terminated.

If Sherwood does suspend or terminate Your participation in TBAP, Sherwood is under no obligation to provide a reason for the suspension or termination.

Affiliate Manager

As a member of TBAP, You will have access to an Affiliate Account Manager .

Here You will be able to review TBAP details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the tucblanket.com) and banner creatives, browse and get tracking codes for our coupons and deals.

In order for us to accurately keep track of all guest visits from Your Site to ours, You must use the HTML code that we provide for each banner, text link, or affiliate link we provide You with.

Tuc® Blanket reserves the right, at any time, to review Your placement and approve the use of Your links and require that You change the placement or use to comply with the guidelines provided to You.

The maintenance and updating of Your site will be Your responsibility. We may monitor Your site as we feel necessary to make sure that it is up-to-date and to notify You of any changes that we feel should enhance Your performance.

It is entirely Your responsibility to follow all applicable intellectual property and other laws that pertain to Your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and You will be solely responsible) if You use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

2. TUC® BLANKET RIGHTS AND OBLIGATIONS

We have the right to monitor Your Site at any time to determine if You are adhering to the terms and conditions of this Agreement, and we may notify You of any changes to Your Site that we feel should be made. If You do not make the changes to Your site that we feel are necessary, we reserve the right to terminate Your participation in TBAP.

We reserve the right to terminate this Agreement and Your participation in the TBAP immediately and without notice to You should You commit fraud in Your use of the TBAP or should You abuse this program in any way. If such fraud or abuse is detected, Tuc® Blanket shall not be liable to You for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of Your TBAP application and will continue unless terminated hereunder.

3. TERMINATION

Either You or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by You.

4. MODIFICATION

We may modify any of the terms in this Agreement at any time at our sole discretion. In such an event, You may be notified by email and/or through the Affiliatly.com Affiliate Dashboard. Modifications may include but are not limited to, changes in the payment procedures or TBAP rules.

If any modification is unacceptable to You, Your only option is to end this Agreement.

Your continued participation in TBAP following the posting of the change notice or new Agreement on our site will indicate Your agreement to the changes.

5. PAYMENT

Sherwood uses third-party tools and services to handle all the tracking, monitoring, and payments.

The 3^rd party for tracking, monitoring, and managing is Affiliatly.com.

The 3^rd party for payments is PayPal. All transactions are in U.S. Dollars ($).

The payment method is chosen by You during application signup and profile setup completion. You must provide a PayPal account information and an email address in order to receive commission payouts.

Commission Payments

Sherwood will pay You a commission on products purchased by Your referrals according to the designated payment schedule. Payments happen on the third of the month (if the 3rd is a holiday or weekend, payment will be the next business day).

Commission percentages are tier-based. Below are the current percentages based on blankets sold per month– which are also available via https://tucblanket.com/affiliate-faq :

• • 0-9 Blankets - 6%
  • 10-29 Blankets - 8%
  • 30-49 Blankets - 10%
  • 50-69 Blankets - 12%
  • 70 + Blankets - 15%

Sherwood uses a “recurring earnings” model. The Affiliately browser cookie duration is 30 days, and if a customer makes multiple purchases while the cookie is active, You will receive partial commissions after the initial purchase.

Refunds and Chargebacks

If a referred customer (“Referral”) returns a product or if the Referral requests a chargeback on the purchase, You will not receive a commission. Previously paid commissions may be deducted from upcoming payouts due to refunds/chargebacks.

Because of the 30-day return period for all Tuc® Blanket products, product subscription options, and unforeseen processing steps, Sherwood may hold Your commission payout for a period of up to 60 days.

Reversals

Sherwood reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement.

Additionally, if we ask You for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that You will respond in a timely and honest manner.

TBAP Affiliate Communications Policy

Below are violations of our communications policy:

1) You are not forthcoming, You are intentionally vague, or You are found to be dishonest.

2) You are not responsive within a reasonable time period and after multiple attempts to make contact using the information listed in Your network profile.

3) You cannot substantiate or validate the source of Your traffic to our program with clear and demonstrable proof.

If any of the above apply, then we reserve the absolute right to suspend You from the TBAP, reverse orders, modify payouts, set Your commission to 0%, or immediately terminate Your participation in the program.

We know that many violations are a result of automated processes; however, it is incumbent upon You to ensure that You have the appropriate checks and balances in place to address such issues proactively and to adhere to the terms and policies of this Agreement.

6. TBAP AFFILIATE ACCOUNT DASHBOARD

Affiliatly Login page 

Afilliatly Registration page

Affiliate Program FAQ's

Affiliate Program Agreement and Terms of Use

7. PROMOTION RULES AND RESTRICTIONS

You are free to promote Your Site as You deem appropriate, but any promotion that mentions Sherwood or Tuc® Blanket and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are prohibited by Sherwood. Any promotions by Affiliates should never contravene promotional laws in their location.

Advertising commonly known as “spamming” is inappropriate and unacceptable to us and constitutes a material breach of this Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, You may not advertise in any way that effectively hides or misrepresents Your own identity, Your domain name, or Your email address. You may use emails or other messages to customers to promote Tuc® Blanket goods if the recipient is already a customer or subscriber of Your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.

In any direct marketing messages sent by You, You must identify Yourself and Your contact details. Where You process personal data relating to identified or identifiable individuals, You undertake to provide to data subjects any information required in the applicable data protection legislation (including but not limited to information referred to in Articles 13 and 14 of the General Data Protection Regulation (EU) 2016/679). You shall especially provide to the data subjects information on how to exercise their rights under the applicable data protection legislation.

Also, You may only post to newsgroups or message boards to promote Tuc® Blanket products if the news group or message board specifically welcomes commercial messages. You must always clearly represent Yourself and Your Site as independent from Tuc® Blanket.

You may request a personal coupon code for use in promotional efforts, but Sherwood reserves the right to refuse to provide one.

Keywords and PPC Bidding

You shall not purchase keywords, domain names, advertising, search terms, AdWords, or any other identifiers that include the word(s) “Tuc® Blanket”, “Sherwood”, the names of any Tuc® Blanket products or services, or any variations or misspellings thereof.

Specifically, this policy prohibits You from:

1) Bidding on “Sherwood” or “Tuc® Blanket” and any keyword string that includes these terms, such as “Tuc® Blanket Official” or “Tuc® Blanket products” or “Tuc® Blanket coupons” or “Tuc® Blanket promotions”;

or

2) Purchasing domain names based on “Sherwood,” “Tuc® Blanket” or variations and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the TBAP. We will do “ the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

Parasitic Marketing

You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited the tucblanket.com site.

As used herein, “Parasiteware™” and “Parasitic Marketing” shall mean an application that:

• • through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;

• • intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would, under normal circumstances, have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, and similar search or directory engines);

  • sets commission tracking cookies through loading of tucblanket.com in IFrames, hidden links and automatic pop ups that open tucblanket.com;

• • targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; or,

• • removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

FTC Guidelines

The Federal Trade Commission has recently more clearly defined best practices for affiliate marketers, and we require that all TBAP affiliates use these guidelines and regulations as Standard Operating Procedure during their endorsement or promotion.

Download and Review the FTC Document for Endorsement Guidelines:

http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf

Promotions Best Practices

In addition to the FTC Guidelines, please observe the following Best Practices:

• • Disclose Your affiliation with Sherwood when promoting the Tuc® Blanket products and/or company on Your website, social media, or in video format.

• • Include Your relevant Terms of Service and Privacy Policies on Sites where You promote Sherwood or the Tuc® Blanket products.

Email Promotions

Under no circumstances shall You send commercial electronic mail messages as defined in the Federal spam law, CAN-SPAM Act of 2003 (“Act”), with respect to the TBAP.

Sherwood reserves the right to collect, withhold or cancel any and all compensation related to commercial electronic mail messages You send.

You may send transactional or relationship messages as defined in the Act.

Social Media Promotions

Sherwood permits You to promote offers on Facebook, Instagram, Twitter, blogs, discussion forums, and other social media following these general guidelines:

1) You ARE ALLOWED to post Your affiliate links on Your own social media.

2) You ARE PROHIBITED from posting Your affiliate links on the social media of Sherwood or other official Tuc® Blanket social media.

8. GRANT OF LICENSES

We grant to You a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to You or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the TBAP. You agree that all uses of the Licensed Materials will be on behalf of Tuc® Blanket and the goodwill associated therewith will inure to the sole benefit of Tuc® Blanket.

Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

9. DISCLAIMER

SHERWOOD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE AT TUCBLANKET.COM OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF TUCBLANKET.COM AND ANY SHERWOOD OR TUC® BLANKET PRODUCTS’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Sherwood makes no express or implied warranties or representations with respect to the TBAP.

Sherwood makes no earning guarantees or promises regarding potential income potential.

10. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms;

You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Your obligations under this Agreement, without the approval or consent of any other party;

You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Your website does not contain any materials that are:

• • Unlawful or solicitous of behavior that is unlawful in the United States;

  • Unlawful or solicitous of behavior that is unlawful in the geographic area from which You operate.

  • Sites that promote sexually explicit material or violence.

  • Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.

  • Sites that promote illegal activities.

  • Sites or verbiage making medical claims in regard to our products/services (i.e. the curing or recession of an ailment)

You have obtained any necessary clearances, licenses, or other permission for any intellectual property used on Your website. Nothing on Your website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor do You have any reason to believe that any person or entity will bring or threaten such a claim in the future.

Creatives

The tools, products, and creative assets (collectively “Creatives”) that Sherwood provides to You include valuable information vital to the success of the TBAP, including a tracking link that Sherwood uses to attribute referrals to You.

Sherwood grants to You a nonexclusive, nontransferable license (“License”) to use Creatives as specified under the terms and policies of this Agreement. The term of the License shall expire upon Your departure from the TBAP or termination of this Agreement.

You represent that You will use the Creatives as Sherwood instructs, namely:

1) You agree that You will not corrupt, modify, or disable the tracking functionality in the Creatives.

2) You will not alter, add to, subtract from, or otherwise modify the Creatives as Sherwood provides them unless You obtain prior written consent from Sherwood.

3) You may only use the Creatives for the purpose of promoting Sherwood and the Tuc® Blanket products.

4) Prior written approval is required for any custom creatives used.

11. LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SHERWOOD’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

12. INDEMNIFICATION

You hereby agree to indemnify and hold harmless Sherwood and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Your trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, content therein not attributable to us.

13. CONFIDENTIALITY

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

14. MISCELLANEOUS

You agree that You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Sherwood. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.

Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to the conflicts of laws and principles thereof.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

This Agreement, and the policies incorporated herein by reference, represent the entire agreement between us and You and shall supersede all prior agreements and communications of the parties, oral or written.

The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

15. RELATIONSHIP WITH SHERWOOD

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between You and Sherwood. You will provide services for Sherwood as an independent contractor. You will have no authority to bind Sherwood into any agreement, nor will You be considered an agent of Sherwood in any respect.

Sherwood will not be responsible for any taxes that You owe arising out of Your relationship with Sherwood as set forth in this Agreement.

Sherwood will not withhold any taxes from the commissions paid to You.

You shall include a disclosure statement within any and all pages or posts where You use affiliate links in an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that Sherwood is compensating You for Your review or endorsement.

16. TERMINATION

This Agreement begins when Sherwood accepts You into the TBAP and will end when Your participation is terminated.

Sherwood may change the TBAP or this Agreement at any time. If any change to the Program or the Agreement is unacceptable to You, Your only choice is to terminate Your participation. Your continuing participation in the Program will constitute Your acceptance of any change.

You or Sherwood may suspend or terminate Your participation in the Program at any time for any reason.

You are only eligible to earn commissions while You are participating in the program in accordance with the terms of this agreement.

Any affiliate participating in activities that negatively reflect upon Sherwood or the Tuc® Blanket brand, or other fraudulent activities, will have their account immediately deactivated and all unpaid commissions will be forfeited.

For questions or support please Info@TucBlanket.com.