ShopStyle Bloggers Give Back with Dress for Success Guidelines & Terms

POPSUGAR Inc., is the owner and operator of the ShopStyle websites and ShopStyle Collective Service (“ShopStyle“). ShopStyle has partnered with Dress for Success^®, a 501(c)(3) charitable organization (“DFS“) to support DFS’s mission of promoting the economic independence of disadvantaged women by providing professional attire, a network of support and the career development tools to help women thrive in work and in life, through the ShopStyle Collective Bloggers Give Back with Dress for Success promotion (the “Promotion“). 

Terms not defined herein have the meanings set forth in the ShopStyle Collective Terms located at https://www.shopstylecollective.com/help/terms (the “ShopStyle Collective Terms“).

You must be a current, active member of ShopStyle Collective in good standing to participate in the Promotion. You may participate only if you reside in the 50 United States of America.

By participating in the Promotion you agree to be bound by the following terms and conditions (together, the “Terms“).

ShopStyle reserves the right, in its sole discretion, to modify the Terms at any time by posting a notice on ShopStyle’s website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your participation in the Promotion following such notice constitutes your acceptance of the Terms as modified.

           Start:          December 8, 2015 (12:01AM) (Pacific Time) (“Promotion Start Date“)

           End:           December 9, 2015 (11:59PM) (Pacific Time)

During the Promotion Period, you pledge to donate 10% of your ShopStyle Sales (defined below) to DFS, subject to any maximum donation limit established by you as further described below (the “Blogger Donation“).

“ShopStyle Sales” means (A) the net revenue actually received by a ShopStyle retailer partner with products on www.shopstyle.com (“ShopStyle Site“) as a result of an end user in the Territory clicking on a ShopStyle Link from your website or application (“Sites“), clicking on a product from the ShopStyle Site and then purchasing a product on the retailer’s website, as reported by the retailer to ShopStyle, minus (B) (i) discounts, (ii) taxes, (iii) shipping expenses, and (iv) actual value of returns corresponding to ShopStyle Sales, through and until February 9, 2016.

“Territory” means the 50 United States of America excluding Alabama, Hawaii, Illinois, Massachusetts, Mississippi, and South Carolina.

ShopStyle will match each Blogger Donation on a $1 for $1 basis, up to a maximum of US$15,000 (“ShopStyle Donation“); provided, that if the aggregate Blogger Donation is less than US$5,000, then ShopStyle will increase its donation above the $1 for $1 match such that the minimum combined Blogger Donation and ShopStyle Donation to DFS is US$10,000. 

You may limit your Blogger Donation at 125% of your daily average earnings through ShopStyle Collective in October 2015, as calculated and communicated to you by ShopStyle.  You must notify ShopStyle if you wish to impose a maximum limit through the submission form on or before 3 p.m. PST, Friday, December 4, 2015.

For illustration, if your ShopStyle Collective daily average earnings for October were $100, you may limit your total donation at $125.

Any maximum contribution must be clearly disclosed in all Marketing Materials (defined below).

ShopStyle will calculate and deduct your Blogger Donation from your ShopStyle Collective payment as follows:

            •          65% of your anticipated Blogger Donation will be deducted from your regularly scheduled ShopStyle Collective payment on January 20, 2016 (assuming a 30% return rate).

            •          The balance of your actual Blogger Donation will be deducted from your regularly scheduled ShopStyle Collective payment on February 20, 2016.        

ShopStyle will remit your Blogger Donation to DFS on your behalf.  In the event the value of your Blogger Donation exceeds your ShopStyle Collective payment on either of the foregoing dates, you agree that ShopStyle may deduct the balance of your Blogger Donation from any  subsequent ShopStyle Collective payments to you.

Any statements, marketing, and publicity activities and materials related to the Promotion (together, the “Marketing Materials“) must strictly comply with the Marketing Guidelines located at [insert link] and all
applicable laws, rules, and regulations.  You acknowledge and agree that ShopStyle may update the Marketing Guidelines at any time upon notice (email to be sufficient) and that you will be bound by any such updates.  In addition, your Marketing Materials must contain any and all disclosures required by applicable law and regulations governing cause-related marketing programs and by the Better Business Bureau Standards for Charity Accountability, Standard #19. 

You expressly understand and agree that the Marketing Materials shall not suggest any endorsement of your products, services, or Sites, or of ShopStyle and its products or services by DFS.

You are solely responsible for any and all costs and expenses incurred by you in connection with your marketing of the Promotion.

GRANT OF LICENSES

During the Term and through January 1, 2016, ShopStyle hereby grants to you a revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable right and license to use the name, logo, design marks, and links of ShopStyle and DFS, as provided to you by ShopStyle (together, the “Trademarks“) solely in connection with the Promotion.

Subject to your continued compliance with these Terms, you will not be required to remove Marketing Materials from your Sites or social media accounts following the expiration of the license granted hereunder, even if such Marketing Materials contain Trademarks, unless specifically directed to do so by ShopStyle, DFS, or their agents.

Your rights under the foregoing license shall be limited to the use of the Trademarks in connection with the Marketing Materials, including but not limited to print, Internet and/or television advertisements, direct mail, telemarketing scripts, publicity materials and web site materials used to promote your products and services only, and for no other purpose. 

You acknowledge and agree that (i) each of DFS and ShopStyle is the lawful owner of its Trademarks, (ii) as a licensee of the Trademarks, you shall not take any action inconsistent with DFS’s and/or ShopStyle’s (as applicable) ownership of its Trademarks; (iii) you shall not acquire any ownership rights in the Trademarks by virtue of these Terms or by virtue of your use of the Trademarks; and (iv) any and all goodwill that may result from your use of the Trademarks shall inure to the benefit of its owners (DFS or ShopStyle, as applicable).

YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent, warrant, and covenant that: (i) you are an individual (i.e., not a corporation), at least 18 years old and are able to form a binding contract; (ii) you are currently a member of ShopStyle Collective in good standing; (iii) all of the information provided by you to ShopStyle is correct and current; (iv) you own or have sufficient legal rights to all of the content you submit and post in connection with the Promotion; (v) you have all necessary rights, power, and authority to enter into these Terms and to perform your obligations in connection with the Promotion and your use of the Trademarks; (vi) you have complied and will continue to comply with all applicable laws, statutes, ordinances, rules and regulations (including without limitation any relevant data protection or privacy laws and regulations) in connection with your participation in and marketing of the Promotion; (vii) your participation in the Promotion and your acceptance of these Terms does not conflict or breach any of your other obligations or agreements with third parties; and (viii) your Sites, Marketing Materials, and any materials displayed therein: (a) comply with all applicable laws, statutes, ordinances, rules and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not illegal, pornographic, hate-related, violent, defamatory or otherwise objectionable.

ShopStyle or DFS may terminate the Promotion at any time.  ShopStyle may terminate your participation in the Promotion at anytime. You may terminate your participation in the Promotion by providing at least 48 hours’ notice prior to the Promotion Start Date to help@shopstylecollective.com. 

Upon your termination any and all licenses granted to you under these Terms shall immediately cease, and you shall be obligated, at your sole expense, to delete, remove, or otherwise destroy all uses and references to this Promotion and the Trademarks on your Sites, within your Marketing Materials, or otherwise, and to certify such destruction and/or removal to ShopStyle in writing, within 24 hours following the effective time of your termination. In the event your participation in the Promotion is terminated for any reason, you agree to post and/or distribute through your Sites or otherwise, any and all termination notices or disclosures as required by applicable laws, ShopStyle, or DFS in writing.

If you are found tampering with or engaging in fraud in connection with this Promotion, you will be: (i) prohibited from participating in the Promotion, (ii) terminated from the ShopStyle Collective Service; and (iii) subject to any and all remedies available to ShopStyle at law and in equity resulting from such fraud. If you are terminated for the previous reasons, you may not use the ShopStyle Collective Service in the future unless expressly permitted in writing by an authorized officer of ShopStyle.

DISCLAIMER OF WARRANTIES

THE TRADEMARKS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NEITHER SHOPSTYLE NOR DFS MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRADEMARKS.  SHOPSTYLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  SHOPSTYLE DOES NOT REPRESENT OR WARRANT THAT YOUR PARTICIPATION IN THE PROMOTION WILL CONFER ANY TAX OR ECONOMIC BENEFIT TO YOU OR YOUR END USERS, OR THAT YOUR BLOGGER DONATION WILL BE TAX DEDUCTIBLE.

LIMITATION OF LIABILITY 

IN NO EVENT WILL SHOPSTYLE, DFS, AND OUR OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, LICENSORS, OR OTHER SUPPLIERS (OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (A) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE VALUE OF YOUR BLOGGER DONATION OR $100; (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (C) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOUR INDEMNIFICATION OBLIGATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold ShopStyle and our subsidiaries and affiliates, and our and their respective directors, officers, employees, and merchants and suppliers (collectively “Indemnified Person(s)”) harmless from and against any and all claims, liability, settlements, loss, and expense (including, without limitation, reasonable legal fees and costs), brought against any Indemnified Person(s), arising out of or relating to (a) your participation in the Promotion, (b) your Site
s, and/or (c) your breach of any provision of the Terms. You agree to cooperate as fully as reasonably required in the defense of any claim, and we reserve the right, at our own expense, to assume the exclusive defense, control and settlement of any indemnifiable matter.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of California without regards to its conflict of laws principles.

These Terms, together with the POPSUGAR Privacy Policy located at http://www.popsugar.com/privacy, ShopStyle Collective Terms, the POPSUGAR Terms of Service located at http://www.popsugar.com/tos and any other of our terms and policies referenced herein and therein, constitute the entire agreement between you and ShopStyle with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.