MY:NELLY | Terms and Conditions

Terms and Conditions

NLY Scandinavia AB with company reg. no. 556653-8822 (”Nelly”), who operates the e-commerce stores www.nelly.com, www.nlyman.com and www.members.com (the “Websites”), will from time to time provide various Content (as defined in section 4.3 below) and marketing services (the “Services”) via my.nelly.com (“MY:NELLY”) in order to facilitate for self-employed individuals and entities with websites, blogs, social media presence and other content platforms to promote Nelly’s products and earn money through commission by generating sales on the Websites.

The terms and conditions set out below (the “Agreement”) governs your use of the Services and the Content provided via MY:NELLY and your obligations towards Nelly when you, by means of MY:NELLY, are marketing and promoting Nelly and Nelly’s products via your website, social media presence or any other marketing channel you may use (collectively the “Marketing Channels”).

In this Agreement, “you” means the legal entity or self-employed individual that applies to MY:NELLY and, in connection with the application, concludes this Agreement with Nelly.

By agreeing to the terms and conditions of this Agreement, you as an individual using MY:NELLY also agrees to the Privacy Policy which you can find here. Please review this Agreement carefully.

If you are a legal entity, you shall make sure that any and all employees (if applicable) that are using MY:NELLY have taken note of this Agreement and the Privacy Policy.

1. Eligibility, application and approval

1.2, Eligibility to apply

The Services provided via MY:NELLY are only available to legal entities and self-employed individuals aged 18 years or older. If you are an self-employed individual, you have to ensure that you are 18 years or older in connection with your application to join MY:NELLY.

1.2, Application

When you apply to MY:NELLY, you have to provide Nelly with various information. All information you provide shall be true and correct. In connection with your application, you also have to select a username and a password. It is your responsibility to keep such login information secret and confidential.

By applying to MY:NELLY, you accept and authorize Nelly to send you email and other communication.

1.3, Approval process

The Services provided via MY:NELLY are for selected self-employed individuals and entities only (“Nelly Profiles”). Thus, Nelly will evaluate each and every application and may, at its sole discretion, deny your application to MY:NELLY for whatever cause. If and when Nelly approves your application, you will receive an email confirmation which comprises, inter alia, a copy of this Agreement between you and Nelly.

2. Term and termination

2.1 Term

This Agreement shall be effective immediately upon your use of the Services or your acceptance of this Agreement, whatever comes first, and shall thereafter continue in full force until terminated by either party in accordance with this Agreement.

2.2, Termination

Nelly may, at its sole discretion, terminate this agreement and thereby your use of the Services immediately, with or without notice, for whatever cause. Such cause could be, but is not limited to, that Nelly in its sole discretion believes that you have violated or otherwise acted in conflict with the terms of this Agreement. Nelly may also suspend your access to the Services and the Content at any time at its sole discretion.

You may terminate this Agreement upon written notice to Nelly.

In case of termination, section 15 shall apply.

3. Scope of agreement

Subject to the terms of this Agreement and approval of your application, Nelly gives you:

  1. a revocable, non-transferable and non-exclusive right to use the Services and the Content provided at MY:NELLY limited to use for the purposes of facilitating your marketing of Nelly and Nelly’s products; and
  2. the opportunity to earn money through commission based on tracked conversions, that is, commission on sales that you generate on the Websites via your Marketing Channels (“Sales”).

Use of the services and Content at MY:NELLY

4.1, Allowed use

As MY:NELLY is an affiliate network for selected Nelly Profiles only, you may only use the Services and the Content provided at MY:NELLY for own use via your Marketing Channels and only for the purpose of promoting Nelly and Nelly’s products. Hence, you are not allowed to copy, distribute, assign, sell or sublicense the Services or any Content provided at MY:NELLY or in any other way use the Services or any Content provided at MY:NELLY for any other purposes than those explicitly described in this Agreement. Any use of the Services or the Content provided at MY:NELLY in violation of the terms and condition of this Agreement may result in that you will be banned from MY:NELLY and, in severe cases, Nelly may also take legal actions against you.

4.2, Links and third party applications

Nelly may provide links to other websites as well as third party applications via MY:NELLY. Please note that Nelly is not responsible for and cannot control such third party websites or applications.

4.3, MY:NELLY Content

Ownership and any and all other rights (e.g. intellectual property rights) to all software, information and other material including, but not limited to, images, videos, graphics, text, logotypes, articles, sounds, trademarks and other characteristics (the "Content") at MY:NELLY vests solely with Nelly and/or its licensors.

Under no circumstances do you acquire any ownership to any part of the Content, you only acquire a revocable, non-transferable and non-exclusive right to use the Services and the Content provided at MY:NELLY and only for the purposes of this Agreement. Thus, you are not allowed to use Nelly’s name, logo or Content for other purposes than to generate traffic to Nelly’s websites via your Marketing Channels.

Notwithstanding the above in this section 4.3, you are allowed to add your own content at MY:NELLY and the rights and obligations in relation to such content are addressed in section 4.4 below.

4.4, Your Content

At MY:NELLY you will be able to upload your own content (“Uploaded Content”) and, by using the Services, create various marketing material. In relation to such Uploaded Content, you hereby grant Nelly a non-exclusive, perpetual, worldwide and royalty-free license to use, reproduce, distribute, sublicense, modify, store and publish your Uploaded Content, for whatever purpose. Thus, all Uploaded Content may be used freely by Nelly without you being entitled to any compensation. For the avoidance of doubt, the termination of this agreement does not affect Nelly’s right to use Uploaded Content in accordance with this section 4.4. You hereby warrant that you have the right to grant Nelly the license and right of use to Uploaded Content in accordance with this section 4.4, and that you have collected all necessary approvals and consents from any third parties with rights relating to the Uploaded Content (including consent to marketing and use of personal data relating to any individual featuring in the Uploaded Content).

5. Samples

In this Agreement, “Samples” means any and all material provided to you by Nelly in order to facilitate and promote the marketing of Nelly and Nelly’s products. Samples includes, but is not limited to, any and all clothes, shoes and accessories that Nelly may provide you with.

Any Samples delivered to you by Nelly are and remains Nelly's property and shall only be used for the purposes of this Agreement and be returned to Nelly within three (3) months from delivery (at Nelly’s expense), if not otherwise agreed.

6. Your rights and obligations as a Nelly profile

6.1, Your use of MY:NELLY

You act as an independent contractor and it is all up to you to what extent you decide to use the Services and the Content provided via MY:NELLY. Nelly makes no demands whatsoever in terms of how much you shall promote and market Nelly and Nelly’s products by means of the Services and the Content provided via MY:NELLY.

6.2, Non-exclusivity

This Agreement does not constitute any form of exclusivity arrangement between you and Nelly, thus you are free to carry out assignments and market other company’s products. However, if you engage in an assignment that Nelly at its sole discretion believes could harm Nelly, Nelly reserves the right to terminate this Agreement with you.

6.3, Equipment

You act as an independent contractor, thus you acknowledge that you shall carry any and all costs which is, directly or indirectly, related to your marketing of Nelly and Nelly’s products. Consequently, it lies entirely on you to acquire and pay for e.g. office space and all equipment (such as computer, cameras etc.) that you may need in order to promote and market Nelly and Nelly’s products.

6.4, Unautorized use

You are solely responsible for any and all activities that are conducted through your MY:NELLY account and it is your responsibility to keep your username and password confidential. You expressly acknowledge that you may not share, assign or otherwise transfer your account or login information to any other person or entity. In case you detect or suspect unauthorized use of your account, you shall notify Nelly immediately.

6.5, Marketing

It is your sole responsibility to make sure that your marketing and advertising of Nelly and Nelly’s products via your Marketing Channels at all times comply with applicable laws and industry standards in each and every jurisdiction that you operate in. The foregoing especially includes, but is not limited to, that you shall comply with the Swedish Marketing Act (Sw. Marknadsföringslagen) and/or equivalent legislation in other jurisdictions in which you operate.

When marketing Nelly and Nelly’s products you shall make sure that your marketing is consistent with good marketing practice. Among other things, you are obliged to design and present your marketing in such a way that it is clear to the recipient of the advertising that it is in fact a question of advertising. Nelly may from time to time introduce policies, guidelines or other measures on MY:NELLY or in the Services and Content to assist in the compliance with good marketing practice in which case you shall follow such policies and guidelines, and use such measures. This includes but is not limited to that MY:NELLY may mark images, videos and other Content with “advertisement” or other notifications in which case you shall not crop such images or perform other measures to remove Nelly’s markings and notifications.

You shall not make use of inaccurate statements regarding Nelly and Nelly’s products which can affect the recipient’s ability to make a well-founded transaction decision or in any other manner use marketing methods which can be considered misleading or unfair.

Nelly may request that you delete marketing related to Nelly and Nelly’s products if Nelly believes the marketing are not in line with applicable law and/or good marketing practice. If you do not delete such marketing upon Nelly’s request, Nelly may terminate this Agreement with you.

6.6, Inappropriate material

As a selected Nelly profile, you shall always act in a professional manner and with Nelly’s best interest in mind. The foregoing includes, but is not limited to, that you shall not post any offensive, illegal or otherwise inappropriate material via your Marketing Channels.

For the avoidance of doubt, inappropriate material includes, but is not limited to, any and all material that:

  1. is or may be considered to be discriminatory based on religion, nationality, gender, disability, age or sexual orientation;
  2. is or may be considered to be offensive, hateful, abusive or harassing;
  3. contains another person’s personal data without such person’s consent or is otherwise invasive of another person’s privacy;
  4. is or may be considered to be fraudulent, deceitful or misleading;
  5. infringes any third party’s rights (including, but not limited to, intellectual property rights);
  6. contains a virus or harmful software;
  7. violates or encourages the violation of any applicable local, national or international law.

If you post inappropriate material on your Marketing Channels or otherwise acts in a manner that may harm Nelly or Nelly’s reputation, it may result in that you will be banned from MY:NELLY and, in severe cases, Nelly may also take legal actions against you.

6.7, Policys

You shall abide by any and all policies of Nelly as presented, from time to time, at MY:NELLY regarding the use of the Services and the Content provided via MY:NELLY.

7. Warranties

7.1, Compliance

You hereby warrant that any activities (including, but not limited to, your marketing of Nelly and Nelly’s products) performed in connection with this Agreement are undertaken in the strictest respect of any laws, regulations, directives etc. that apply in connection with your activities.

7.2, Enforcability

You hereby warrant that you have the authority to execute this agreement and that your obligations under this agreement are enforceable in accordance with their terms.

7.3, Uploaded Content

In relation to any and all Uploaded Content on MY:NELLY, you hereby warrant that you are the exclusive owner of the Uploaded Content or that you have all rights, licenses and consents necessary to upload the Uploaded Content and to grant all of the rights and licenses to the Uploaded Content to Nelly in accordance with section 4.4 above.

8. Commission

8.1, Terms and rates

You are entitled to commission on Sales (that is, sales you generate on the Websites where the conversion can be tracked to your marketing of Nelly and Nelly’s products on your Marketing Channels) in accordance with the terms and rates for commission that is, from time to time, stated and specified on MY:NELLY.

8.2, Payment of commissions earned

The total monthly commissions earned, if any, will be disbursed to your account in arrears on a monthly basis, if not otherwise agreed. It is your responsibility that the payment details you provide to Nelly via your MY:NELLY account at all times are correct and up to date.

8.3, Taxes

If you are resident in Finland/Denmark/Norway, you will be personally responsible for the reporting and payment of any taxes and social security charges due on the commissions received under this agreement since you act as an independent contractor . You will be personally responsible for reporting the commissions received to the relevant authorities in Finland/Denmark/Norway. Nelly is not responsible for any punitive charges or delay interest incurred due to non-compliance with the Finnish/Danish/Norwegian reporting and payment requirements.

9. Relationship

You act as an independent contractor. Thus, nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, an employer-employee relationship between you and Nelly nor shall it constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity.

10. Privacy and cookies

The Privacy Policy forms an integral part of this Agreement and by accepting this Agreement and/or by using the MY:NELLY site, you as an individual agree to the use of personal information and cookies as described in the Privacy Policy.

Nelly may from time to time request to introduce cookies or other similar technologies on your websites, blogs, social media presence and other content platforms in which case you shall provide Nelly with requested assistance. Cookies and other technologies may be used e.g. for tracking the efficiency of your generation of Sales (and be used as basis for calculating your commission) and for other follow-up or development of Nelly’s marketing. Upon Nelly’s request you shall add cookie/privacy/or other notices relating to the use of cookies or other technologies on your websites, blogs, social media presence or other content platforms.

11. Confidential information

You shall not reveal any confidential information of Nelly which you may take part of by reason of this Agreement nor use such confidential information otherwise than for the purpose of the provisions of this Agreement. You shall take all necessary precautions to prevent an unauthorized disclosure or use of such confidential information.

12. Disclaimer

12.1, Non-error free

Nelly provides the Services on an “as is” basis. Thus, Nelly does not warrant that the access to or use of MY:NELLY will be error free. Furthermore, Nelly may at its sole discretion and at any time, without previous notice, suspend or discontinue the operation of MY:NELLY or remove, amend or add Content and/or Services.

12.2, No money guarantee

Nelly makes no warranties as to your potential earnings by being a Nelly profile and using the Services and MY:NELLY in general.

12.3, General disclaimer

Nelly disclaims all warranties not specifically set forth in this Agreement, whether express or implied, including but not limited to warranties as to quality merchantability, operability, non-infringement or fitness for a particular purpose.

13. Limitation of liability

The Services provided to you by Nelly at MY:NELLY is provided to you on an “as is” and “as available” basis and your use of the Services is at your sole risk. Nelly does not assume any liability whatsoever for any consequences arising directly or indirectly out of your use of the Services or the Content provided at MY:NELLY, unless otherwise stated herein.

Nelly shall under no circumstances be liable for any loss of sales, profits or revenue, loss of goodwill, loss of data or any other indirect or consequential loss or damage.

Under any circumstances, Nelly’s total liability under this Agreement shall not exceed EUR 1000.

14. Indemnity

You shall defend, indemnify and hold Nelly harmless from any liability, expense, cost, loss or damage incurred by Nelly, directly or indirectly as a result of your (including your employees and/or other person or entity acting on your behalf) breach of this Agreement.

15. Effects of termination

In case of termination, for whatever cause, your MY:NELLY account will be immediately shut down and the respective obligations of each party shall automatically terminate save that the rights and liabilities of the parties which have accrued prior to termination shall continue to subsist. Notwithstanding the foregoing, section 4.4, 7, 11, 12, 13, 14 and 22 shall survive the termination of the Agreement.

16. Entire agreement

This Agreement contains the whole agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes any previous written or oral agreement between you and Nelly.

17. Assignment

You may not assign or transfer any of your rights or obligations or in any other manner make over to any third party the benefit of any of its rights or obligations under this Agreement.

18. Amendments

Nelly may amend and modify the agreement and any other terms, such as the Privacy Policy, at any time and any and all such amendments and modification shall enter into force and be binding on you one month after they are posted at my.nelly.com/termsandconditions. Thus, you should review all applicable terms regularly.

19. Severaibility

If any provision of this Agreement is held to be invalid or unenforceable by any competent court, authority or arbitral tribunal, the remainder of that provision and all other provisions will remain valid and enforceable to the fullest extent permitted by applicable law. Any provisions determined invalid or unenforceable will be substituted by a provision of the same spirit.

20. Waiver

Nelly’s failure to require or enforce strict performance of any term or condition under this Agreement shall not be construed as a waiver of any such term or condition.

21. Notices

Any notices or communication sent to you by Nelly will be sent to the email address you have registered at MY:NELLY. It is your responsibility to ensure that Nelly has your current email address at all times.

Any notices or communications sent by you to Nelly pursuant to this Agreement must sent to the email address specified on MY:NELLY or such other email- or post address as Nelly may specify from time to time.

22. Jurisdiction and governing law

Any disputes shall primarily be settled by agreement after discussions between you and Nelly. In the event the parties cannot reach an amicable solution, any dispute regarding the interpretation or application of this Agreement shall be governed by and construed in accordance with Swedish laws with the exclusion of its choice of law provisions and shall be exclusively settled by the courts of Sweden.

MY:NELLY