Affiliate Program

Affiliate Program - Terms and conditions

At no time may you claim Bella Club products or brands as your own or rename Bells Club products in anyway.

Use of unsolicited email/spam to promote the Bella Club Affiliate Program is strictly forbidden. If you use spam to promote the service you will be notified that your account has been terminated and all pending commissions will be unearned, disallowed and/or charged back.

All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.

We will be responsible for providing Links from your site to our site. We will be solely responsible for processing every subscription following a special Link from your site, for tracking the volume and amount of subscriptions generated by your site, and for providing information to Affiliate Sites regarding subscription statistics. We will be responsible for the whole subscription process, including payment processing, cancellations, and related customer service.

1. Custom Content.

"Custom Content" means the textual, pictorial and/or graphic content created by or on behalf of the Affiliate representing, describing or referring to Bella Club’s products and authorized in writing by Bella Club.

Prior to Affiliate using any Custom Content, you shall provide Bella Club with samples in an electronic format and submit a written request for approval of such use to Bella Club. Bella Club may withhold its consent in its sole discretion for any reason. If Bella Club does not approve the Custom Content in writing within ten (10) business days of receipt of such request, Bella Club shall be deemed to have rejected the request. Affiliate may submit revised requests for approval of any use to which Bella Club objected. Bella Club may withdraw its approval at any time without cause.

You agree not to use the Custom Content of other Bella Club Affiliates or other partners without the written approval of Bella Club and that Affiliate or other Partner.

2. Other Opportunities and Responsibilities of Affiliate Sites.

• Prominent Placement of Links. If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.

• Contests and Promotions: Bella Club will, from time to time, provide all of our affiliates with promotions, offered at our discretion, to offer to your members/visitors. We will provide you with adequate notice so that you may make any and all appropriate changes to your website. Bella Club also runs periodic promotions of its own. It will be considered a breach of this agreement to utilize any promotion, promotion code or other promotional opportunity as an affiliate link that is not specifically authorized by Bella Club for the affiliate program and we reserve the right to withhold or disallow payment for violations under this section. In addition, you will be entitled to earn commissions as set forth below.

• Compliance with the Agreement. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. If at any time you are not in compliance with the terms of this Agreement, we reserve the right to terminate this Affiliate Agreement immediately.

3. Predatory Advertising.

 Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's expressed, written permission.

Bella Club agrees not to use predatory advertising methods designed to generate traffic from sites they have not contracted with for the online promotion of our products, services and affiliate program.

Affiliate agrees not to use any predatory advertising methods in the promotion of Bella Club products or affiliate program.

Examples include, but are not limited to, keyword parsing browser plug-ins such as TopText and Surf+, banner replacement technology such as Gator, and browser spawning technology that is not web site dependent.

Participation in predatory advertising programs will be cause for affiliate's immediate termination and any unpaid commissions will be unearned, disallowed and/or charged back.

4. Search Engine Placement.

Bella Club recognizes the need for affiliates to promote the Bella Club Affiliate Program through search engine placement. However, Bella Club reserves exclusive rights as to the advertising of our trademarked company name within all pay-for-placement and all other search engines. These names include: Bella Club, bellaclub.com Bella da Semana, Bella Entertainment, etc and any variation of our trademarked name. Additionally, you may not claim to be Bella Club in any pay-for-placement or other search engines. Violations will be cause for affiliate's immediate termination and any unpaid commissions will be unearned, disallowed and/or charged back.

5. Corporate/Client Account.

You agree that your affiliate relationship with Bella Club will not be utilized as a corporate account or corporate relationship (defined for these purposes as the purchasing of multiple gifts for customer acquisition or retention, employee incentives or corporate gifting) of any kind with Bella Club. At all times, your relationship with us will be as an affiliate as it is commonly defined in the industry. If, at any time, we discover that you are using your affiliate relationship with us for any reason other than that of an affiliate, your relationship with us will be immediately terminated and any commissions earned as a result of the transaction or transactions that gave rise to said termination shall immediately be unearned, disallowed and/or charged back.

6. Commission Determination.

The subscription to Bella Club price will vary according to the number of months client signs up. Only subscriptions that are confirmed and for which we have received payment will qualify for a commission.

Subject to Section 9(b) hereof, Commission rates will be (i) fifty percent (50%) for subscription by users of your site who access bellaclub.com and sign up utilizing a link to bellaclub.com, during the first year of permanence of the paying customer in the website, independently from the number of months client subscribes for, excluding amounts collected by us for sales taxes, duties, and similar charges, amounts due to credit card fraud and bad debt, and credits for sustained payments. Commissions paid will be charged back as a result of customer credit card fraud, any other form of fraud (or the appearance thereof), bad debt, credits for sustained payment or violation of this Agreement.

7. Commission Payment.

You will receive commissions based on Number of Subscriptions received by us from your website as follows:

Fifty percent (50%) of the amount of subscriptions purchased by your users through a Link to our Home Page or individual product pages (deducted the taxes mentioned in clause 6), for the first years of permanence of the paying customer in the website. Payments occur up to the 15^th of every month, always at least a month after subscription, via Paypal.

1. Subject to clause (b) below, based on Number of Subscriptions received by us in connection with sales of Bella Club Products purchased by your users through a Link to our site, we will send you the commission fee, less any taxes required to be withheld under applicable law. Unlike other programs, you will receive the applicable commission from all new subscriptions by users that come to bellaclub.com by means of the Link from your site, during the first year of permanence of the paying customer in the website.

2. If during the first month of the term of this Agreement, or during any month following the payment of commissions to you, your commissions earned do not exceed one hundred dollars (US$ 100.00), then you shall not be entitled to receive any commissions during the applicable month. Thereafter, you will be paid commissions at the end of the month during which your aggregate commissions earned during such successive period exceed one hundred dollars (US$ 100.00). At such time, you will be paid all commissions you would have otherwise been entitled to had your commissions exceeded twenty dollars (US$ 100.00).

8. Reports of Sales.

You will be given a password and have the ability to enter a password-protected site to receive your subscription statistics on a daily basis.

9. Your Responsibilities.

You are solely responsible for ensuring that descriptions and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We are not responsible for violations.

10. Policies and Pricing.

Customers who subscribe to Bella Club through the Bella Club Affiliate Program will be deemed to be customers of Bella Entertainment. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time and at our sole discretion. For example, we will determine the prices to be charged for Bella Club Products in accordance with our own pricing policies. Bella Club prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should not include price information in your Product descriptions.

11. Publicity.

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we may withhold in our sole discretion.

12. Intellectual Property Rights.

Licenses and Use of Bella Logos and Trademarks:

WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING BELLACLUB.COM PRODUCTS ON YOUR SITE FOR BELLA CLUB. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT OUR PRIOR WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE BELLA CLUB AFFILIATE PROGRAM.

1. You shall not make any specific use of any Licensed Materials for purposes other than selling bellaclub.com on your site, without first submitting a sample of such to us and obtaining the prior written consent, which shall not be unreasonably withheld. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, with or without notice.

2. You grant to us a non-exclusive license to utilize your names, titles, and logos as set forth on Exhibit A hereto, as the same may be amended from time to time, to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

3. You also agree to and understand the following guidelines for using Bella Trademarks:

   1. You may use the Trademarks solely for the purpose authorized by Bella.

   2. You may not alter the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.

   3. You may not display the Trademarks in any manner that implies sponsorship, endorsement by Bella, outside of your involvement in the Affiliate program.

   4. You may not use the Trademarks to disparage Bella Club or any of its affiliates, its products or services, or in any manner which, in Bella Club’s sole discretion, may diminish or otherwise damage Bella Club’s goodwill in the Trademarks.

   5. The Trademarks must appear by themselves, with reasonable spacing (at least the height of the Trademarks) and other graphic or textual elements.

   6. You acknowledge that all rights to the Trademarks are the exclusive property of Bella Club and all goodwill generated through your use of the Trademarks will inure to the benefit of Bella Club.

Bella Club reserves the right in its sole discretion to modify these guidelines at any time. Bella Club reserves the right to take action against any use that does not conform to these guidelines.

13. Obligations Regarding Your Site.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting gifts, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all Bella Club-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not otherwise illegal.
We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

14. Term of the Agreement.

The term of this Agreement will begin upon our acceptance of your Bella Club Affiliate Program application and will end when terminated by either party. Either the affiliate or Bella may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related bellaclub.com orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and your compliance with all the terms and conditions of this Agreement.

15. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Bella Club Affiliate program rules. If any modification is unacceptable to you, your sole and exclusive recourse is to terminate this agreement. Your continued participation in the Bella Club Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

16. Relationship of Parties.

You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf.

17. Representations and Warranties.

You hereby represent and warrant to us as follows:

1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.

2. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions discussed herein will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon you or your assets.

3. You are the sole and exclusive owner of your Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

4. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.

5. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

18. Confidentiality.

Except as otherwise provided in this Agreement or with the written consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

19. Limitation of Liability.

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR BELLA’S AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND BELLA’S AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

20. Indemnification.

You hereby agree to indemnify and hold harmless Bella Club, 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 the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation or warranty breach or breach of a covenant or agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein. You agree to promptly notify Bella Club of any such claim for Losses and agree to fully cooperate with Bella Club in defense thereof.

21. Independent Investigation and Entire Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE BELLA CLUB AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN AND MERGES AND SUPERSEDES ALL PRIOR AGREEMENTS, DISCUSSIONS, AND UNDERSTANDINGS BETWEEN THEM.

22. Basis of Bargain.

The limited warranty, exclusive remedies and limited liability set forth herein are fundamental elements of the basis of the bargain between Bella Club and you. Bella Club would not be able to provide the Affiliate Program on an economic basis without such limitations.

23. Attorney's Fees.

If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable costs, expenses and attorney's fees (and all related costs and expenses) incurred by such prevailing party in connection with such action or proceeding.

24. Governing Law.

This Agreement will be governed by the laws of Brazil and the state of Santa Catarina, without reference to rules governing choice of laws or convenience of forum. Any action relating to this Agreement must be brought in the federal or state courts located in Florianópolis, and you irrevocably consent to the jurisdiction of such courts. You agree to accept service by process of mail.

25. Notices.

Notices are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application or if posted on our website. Notice to us may be made in writing to Bella Entertainment Ltd. R. Jerônimo Coelho, 383 – 506 – Centro – Florianópolis – SC – 88025-000 or by e-mail at the contact in our webpage: www.bellaclub.com

26. Assignment.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns.

27. Dispute Resolution.

The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may provide written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. If the dispute is not resolved by negotiations, the matter will be resolved by the courts of law in Florianópolis, Santa Catarina. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be aid by the party against whom enforcement is ordered. The substantive laws of the State of Santa Catarina shall be applied. Notwithstanding anything to the contrary, nothing set forth in this Dispute Resolution Section shall prevent either party from seeking injunctive relief in any court of competent jurisdiction to protect its interest pending the resolution of a dispute.