Synergy Imports, LLC
Program Terms
Please read this document carefully. This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate in DaVinciVaporizer.com Affiliate Program through Shareasale ("the Program"), and the establishment of links from your Web site to our Web site at davincivaporizer.com. As used in this Agreement, "we" means Synergy Imports, LLC and "you" means the applicant party. "Site" means a website. By submitting your Affiliate Application and participating in the Program you are confirming that you have read this Agreement and you agree to be bound by these terms and conditions.
1) Enrollment in the Program
To begin the enrollment process, you must submit a complete Affiliate Application via Shareasale. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program. We may reject your application if we determine (in our sole discretion) that your site or associated organization is unsuitable for the Program for any reason. Unsuitable sites include, but are not limited to, those that: * Promote violence or hate toward any persons or groups * Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation * Promote illegal activities * Contain, in our sole judgment, material that is defamatory, fraudulent or harassing * Misrepresent themselves as a DaVinci Vaporizer Web site by using the "look and feel" of or text from our site * Include "DaVinci Vaporizer" brand terms or products we sell, or variations or misspellings thereof in their domain names (e.g., ".com", ".net", ".org", ".uk", etc.) " for example, a URL such as "DaVinciVaporizer.mydomain.com", "DaVinciVapes.com", or "IQ2vaporizer.com" would not be acceptable. * Otherwise violate intellectual property rights of Synergy Imports, LLC or its affiliates * Are non-US based sites or are sites that primarily serve a non-US based audience * Otherwise are considered (in our sole judgment) offensive or inappropriate * Link to or provide a portion of their commission or affiliate benefits to sites or organizations that violate any of the above criteria. Our acceptance criteria are subject to change at any time without prior notice. If your application is not accepted, you may reapply to the Program at any time; however, you may not link to our site unless you are approved for the Program. If you are accepted into the Program, you will be permitted to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the Program, we may terminate this Agreement.
2) Links on Your Site
Upon acceptance into the Program, we will make available to you links that, subject to the terms and conditions of this Agreement. You may display as often and in as many areas on your site as you like. All links that you will use in the Program will be provided to you using the Shareasale platform. Only valid links generated by Shareasale will be tracked for purposes of determining commissions that you may be eligible to receive on sales of products generated through your site.
3) Additional Requirements
As a condition to your acceptance and participation in the Program, you agree to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:
3.1) attempt to modify or alter our site in any way
3.2) make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site, e.g., "framing" the davincivaporizer.com site
3.3) You may not forward, redistribute, or otherwise repurpose any email communications or newsletters that davincivaporizer.com sends to its affiliates and/or customers. You may not generate or send any unsolicited email (spam)under this Agreement.
3.4) You may not link customers using The Explorers Club program in conjunction with the Affiliate Program.
4) Violation of the foregoing prohibitions
Violations may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Synergy Imports, LLC against you seeking, without limitation, injunctive relief, and/or recovery of actual, statutory, and/or punitive damages. In addition, you shall protect, defend, indemnify and hold Synergy Imports, LLC harmless from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us or related entities arising out of any content or activity by you or on your site or resulting from or in connection with your violation of any of the prohibitions contained in this Agreement, including without limitation, claims for unsolicited email (spamming) or other violations of rights of privacy. You acknowledge that, by participating in the Program and placing a link to davincivaporizer.com (or any page therein) on your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of all such information, consistent with the policies and procedures set forth in our Privacy Policy.
5) Compliance with the Agreement
We have the right in our sole and absolute 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. You agree to provide us with unrestricted access to your site for such purpose.
6) Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. Such responsibilities include but are not limited to: * the technical operation of your site and all related equipment; * the accuracy, timeliness and appropriateness of material posted on your site(including, among other things, all product-related materials); * ensuring that your site complies with all applicable copyright and other laws; * ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); * ensuring that content posted on your site is not libelous or otherwise illegal; * ensuring that your site does not create or post product reviews, descriptions or references on your site and linking those descriptions to our site. * Notifying us and Shareasale of any malfunctioning of the links or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. Synergy Imports, LLC disclaims all liability for all such matters. You hereby agree that your site will not in any way, copy or resemble the design of our site, nor will your site falsely create the impression that your site is our site or is part of our site, nor will you frame any page of our site. Additionally, you agree that you will not create, link to, or host any type of shopping cart between our site and your site. Further, you agree to defend, indemnify, and hold Synergy Imports, LLC harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, or content of your site.
5) Guidelines for Using the DaVinci Vaporizer Trademarks
These guidelines apply to your use of DaVinci Vaporizer and other trademarks, Trademark variations and misspellings, and service marks belonging to DaVinci Vaporizer. (the "Trademarks") in content that has been approved by us.
5.1) Search Engine Keywords: We reserve all rights to our trade names and trademarks; therefore, you agree not to purchase keywords including, but not limited to: DaVinci Vaporizer, DaVincivaporizer, davincivaporizer.com, and DaVinci Vape online from any third party without the expressed written consent of DaVinci Vaporizer in advance. This list includes misspellings and variations including, but not limited to: davinci vaporizer and davincivaporizer.
5.2) You may not bid on DaVinci Vaporizer trademarks, trademark variations and misspellings, or company slogans on any Pay-Per-Click Search Engine (PPCSEs). This includes, but is not limited to: Google, Yahoo! Marketing, MSN, and second- and third-tier search engines. Also, you may not bid against DaVinci Vaporizer on any PPCSEs to intercept traffic without prior permission in writing.
6) Order Processing
We will process product orders placed by customers who link from your site to davincivaporizer.com in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we may periodically establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products through a link from your site to our site that you will generate using Shareasale technology. Reports summarizing this sales activity will be available to you through Shareasale. The form, content, and frequency of the reports are limited to those reports and capabilities available through Shareasale and may vary from time to time in Shareasale’s discretion. DaVinci Vaporizer is not responsible for any changes that Shareasale may make in their reporting format, timing, or types of reports available to members of Shareasale and DaVinci Vaporizer’s Affiliates. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site are properly formatted. DaVinci Vaporizer will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.
7) Offers
From time to time, we may post on Shareasale specific offers("Offers") to pay members of Shareasale a specified referral fee on sales of Qualifying Products (as defined below) to third parties through a Qualifying Link. "Qualifying Link" means a link from your site to our site using one of the URLs or graphic links specified in the Offer and provided by DaVinci Vaporizer (through Shareasale) for use in the Program.
7.1) The terms of an Offer, as posted on Shareasale or otherwise communicated to you, shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.
7.2) You agree to promptly implement any request from DaVinci Vaporizer to remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with an Offer.
8) Referral Fees
We will pay you referral fees on product sales to davincivaporizer.com web site only. For a product sale to generate a referral fee, the customer must * use a browser that has its cookies setting enabled; * follow a Qualifying Link (in the format specified by DaVinci Vaporizer) from your site to davincivaporizer.com; * purchase the product using our online ordering system; * accept delivery of the product at the shipping destination; and * remit full payment to us. You acknowledge and agree that any violation of the foregoing restrictions shall be grounds to immediately terminate this Agreement. " If DaVinci Vaporizer determines, in its sole discretion, that affiliate has violated any of the foregoing restrictions, then DaVinci Vaporizer may (without limiting any other remedies available to it) pursue any or all of the following actions:" (i) withhold all compensation pending payment otherwise payable to Affiliate at the time violation is identified; (ii) terminate this Agreement, and remove Affiliate from the Program permanently; (iii) contact the search engine in which Affiliate's advertisement(s) was found to ask that such advertisement(s) be removed immediately and permanently; (iv) contact the search program provider(s) used by Affiliate and ask to apply the applicable keyword term(s) contained in all the DaVinci Vaporizer Trademarks in accordance with the terms of this Agreement. Products entitled to earn referral fees under the rules set forth above are hereinafter called "Qualifying Products."
9) Fee Schedule
You will earn referral fees based on the Net Price of Qualifying Products, according to fee schedules to be established by us. "Net Price" means the sale price listed online on our site (less any coupon or customer discount) and excludes amounts collected by us for taxes, shipping, handling, rebates, gift-wrapping, and similar ancillary services, and amounts due to credit card fraud and bad debt. The current fee schedule to which you agree is listed in your Shareasale offer.
10) Fee Payment
We will pay you referral fees on a monthly basis through Shareasale as set forth per standard payment procedure stated in your Shareasale offer terms.
11) Policies and Pricing
Customers who buy products through this Program will be deemed customers of DaVinci Vaporizer, without affecting their status as your customer. Accordingly, all 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 in our sole discretion. For example, we will determine the prices to be charged for products sold under the Program in accordance with our own pricing policies. Product prices and availability may vary. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any product or the error-free or uninterrupted operation of our site.
12) Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or DaVinci Vaporizer may terminate this Agreement at any time. In addition, we reserve the right to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if we determine, in our sole discretion, that your site is unsuitable for the program. We reserve the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated referral fees for orders or referrals that were obtained fraudulently or through misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. Upon termination of this Agreement, you will immediately cease use of, and remove from your site, all links to our site and all DaVinci Vaporizer trademarks and related content. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer.
13) Limited License and Use of the DaVinci Vaporizer Trademarks
We grant you a non-exclusive, non-transferable, revocable license to (i)access our site through the Qualifying 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 designated in the Offer (collectively, the "Licensed Materials"), only as provided to you through Shareasale and solely for the purpose of generating the sale of DaVinci Vaporizer products from your site. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all our rights in the Licensed Materials and other proprietary rights. You may not sublicense, assign, or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.
13.1) You shall not make any specific use of any Licensed Materials for purposes other than generating the sale of DaVinci Vaporizer products from your site, without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion.
13.2) Your license to use the Licensed Materials is also subject to the following guidelines: * You may use the Licensed Materials only for purposes expressly authorized by us. * You may not display the Licensed Materials in any manner that implies our sponsorship or endorsement of your products, services, or site outside of your involvement in the Program. * You may not use the Licensed Materials to disparage DaVinci Vaporizer, its products or services, or in a manner which, in our sole judgment, may diminish or otherwise damage the goodwill in our name and the Licensed Materials. * You shall not use the Licensed Materials as a feature or design element of any other logo. * Your use of the " DaVinci Vaporizer " name or logo shall be in a manner that is clearly less prominent than that of your products, trademarks, logos, and/or site name. We reserve the right in our sole discretion to modify these guidelines at any time upon prior written notice and the right to act against any use that does not conform to these guidelines.
14) Representations and Warranties
You hereby represent and warrant to us as follows:
14.1) This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby.
14.2) 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 contemplated hereby.
14.3) 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.
14.4) Any material displayed on your site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or (viii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
14.5) You will comply with all applicable local, state, and federal laws, statutes, orders, ordinances, and regulations relating to the performance of the program.
14.6) You are an adult of at least 18 years of age.
15) Relationship of Parties
You and DaVinci Vaporizer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Synergy Imports, LLC. 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 would contradict anything in this Section.
16) Confidentiality
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, vendor lists and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your 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 you or your affiliates.
17) Limitation of Liability
We will not be liable for indirect, special, exemplary, consequential, or incidental damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, the Program or Shareasale. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
18) Indemnification
You acknowledge that by entering this Agreement DaVinci Vaporizer does not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your Web site(s). Accordingly, you hereby agree to indemnify and hold harmless Synergy Imports, LLC and its subsidiaries, respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorney's fees) even if such claims are groundless, fraudulent or false (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 breach or alleged breach of any representation or warranty or breach of a covenant or agreement made by you herein, (ii) any claim arising from or connected with any of the content or activities of your site (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or (iii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by DaVinci Vaporizer or Shareasale hereunder.
19) Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Shareasale or otherwise communicating such change to you.
19.1) If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on Shareasale will constitute binding acceptance of the change.
1) Enrollment in the Program
To begin the enrollment process, you must submit a complete Affiliate Application via Shareasale. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program. We may reject your application if we determine (in our sole discretion) that your site or associated organization is unsuitable for the Program for any reason. Unsuitable sites include, but are not limited to, those that: * Promote violence or hate toward any persons or groups * Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation * Promote illegal activities * Contain, in our sole judgment, material that is defamatory, fraudulent or harassing * Misrepresent themselves as a DaVinci Vaporizer Web site by using the "look and feel" of or text from our site * Include "DaVinci Vaporizer" brand terms or products we sell, or variations or misspellings thereof in their domain names (e.g., ".com", ".net", ".org", ".uk", etc.) " for example, a URL such as "DaVinciVaporizer.mydomain.com", "DaVinciVapes.com", or "IQ2vaporizer.com" would not be acceptable. * Otherwise violate intellectual property rights of Synergy Imports, LLC or its affiliates * Are non-US based sites or are sites that primarily serve a non-US based audience * Otherwise are considered (in our sole judgment) offensive or inappropriate * Link to or provide a portion of their commission or affiliate benefits to sites or organizations that violate any of the above criteria. Our acceptance criteria are subject to change at any time without prior notice. If your application is not accepted, you may reapply to the Program at any time; however, you may not link to our site unless you are approved for the Program. If you are accepted into the Program, you will be permitted to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the Program, we may terminate this Agreement.
2) Links on Your Site
Upon acceptance into the Program, we will make available to you links that, subject to the terms and conditions of this Agreement. You may display as often and in as many areas on your site as you like. All links that you will use in the Program will be provided to you using the Shareasale platform. Only valid links generated by Shareasale will be tracked for purposes of determining commissions that you may be eligible to receive on sales of products generated through your site.
3) Additional Requirements
As a condition to your acceptance and participation in the Program, you agree to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:
3.1) attempt to modify or alter our site in any way
3.2) make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site, e.g., "framing" the davincivaporizer.com site
3.3) You may not forward, redistribute, or otherwise repurpose any email communications or newsletters that davincivaporizer.com sends to its affiliates and/or customers. You may not generate or send any unsolicited email (spam)under this Agreement.
3.4) You may not link customers using The Explorers Club program in conjunction with the Affiliate Program.
4) Violation of the foregoing prohibitions
Violations may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Synergy Imports, LLC against you seeking, without limitation, injunctive relief, and/or recovery of actual, statutory, and/or punitive damages. In addition, you shall protect, defend, indemnify and hold Synergy Imports, LLC harmless from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us or related entities arising out of any content or activity by you or on your site or resulting from or in connection with your violation of any of the prohibitions contained in this Agreement, including without limitation, claims for unsolicited email (spamming) or other violations of rights of privacy. You acknowledge that, by participating in the Program and placing a link to davincivaporizer.com (or any page therein) on your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of all such information, consistent with the policies and procedures set forth in our Privacy Policy.
5) Compliance with the Agreement
We have the right in our sole and absolute 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. You agree to provide us with unrestricted access to your site for such purpose.
6) Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. Such responsibilities include but are not limited to: * the technical operation of your site and all related equipment; * the accuracy, timeliness and appropriateness of material posted on your site(including, among other things, all product-related materials); * ensuring that your site complies with all applicable copyright and other laws; * ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); * ensuring that content posted on your site is not libelous or otherwise illegal; * ensuring that your site does not create or post product reviews, descriptions or references on your site and linking those descriptions to our site. * Notifying us and Shareasale of any malfunctioning of the links or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. Synergy Imports, LLC disclaims all liability for all such matters. You hereby agree that your site will not in any way, copy or resemble the design of our site, nor will your site falsely create the impression that your site is our site or is part of our site, nor will you frame any page of our site. Additionally, you agree that you will not create, link to, or host any type of shopping cart between our site and your site. Further, you agree to defend, indemnify, and hold Synergy Imports, LLC harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, or content of your site.
5) Guidelines for Using the DaVinci Vaporizer Trademarks
These guidelines apply to your use of DaVinci Vaporizer and other trademarks, Trademark variations and misspellings, and service marks belonging to DaVinci Vaporizer. (the "Trademarks") in content that has been approved by us.
5.1) Search Engine Keywords: We reserve all rights to our trade names and trademarks; therefore, you agree not to purchase keywords including, but not limited to: DaVinci Vaporizer, DaVincivaporizer, davincivaporizer.com, and DaVinci Vape online from any third party without the expressed written consent of DaVinci Vaporizer in advance. This list includes misspellings and variations including, but not limited to: davinci vaporizer and davincivaporizer.
5.2) You may not bid on DaVinci Vaporizer trademarks, trademark variations and misspellings, or company slogans on any Pay-Per-Click Search Engine (PPCSEs). This includes, but is not limited to: Google, Yahoo! Marketing, MSN, and second- and third-tier search engines. Also, you may not bid against DaVinci Vaporizer on any PPCSEs to intercept traffic without prior permission in writing.
6) Order Processing
We will process product orders placed by customers who link from your site to davincivaporizer.com in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we may periodically establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products through a link from your site to our site that you will generate using Shareasale technology. Reports summarizing this sales activity will be available to you through Shareasale. The form, content, and frequency of the reports are limited to those reports and capabilities available through Shareasale and may vary from time to time in Shareasale’s discretion. DaVinci Vaporizer is not responsible for any changes that Shareasale may make in their reporting format, timing, or types of reports available to members of Shareasale and DaVinci Vaporizer’s Affiliates. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site are properly formatted. DaVinci Vaporizer will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.
7) Offers
From time to time, we may post on Shareasale specific offers("Offers") to pay members of Shareasale a specified referral fee on sales of Qualifying Products (as defined below) to third parties through a Qualifying Link. "Qualifying Link" means a link from your site to our site using one of the URLs or graphic links specified in the Offer and provided by DaVinci Vaporizer (through Shareasale) for use in the Program.
7.1) The terms of an Offer, as posted on Shareasale or otherwise communicated to you, shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.
7.2) You agree to promptly implement any request from DaVinci Vaporizer to remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with an Offer.
8) Referral Fees
We will pay you referral fees on product sales to davincivaporizer.com web site only. For a product sale to generate a referral fee, the customer must * use a browser that has its cookies setting enabled; * follow a Qualifying Link (in the format specified by DaVinci Vaporizer) from your site to davincivaporizer.com; * purchase the product using our online ordering system; * accept delivery of the product at the shipping destination; and * remit full payment to us. You acknowledge and agree that any violation of the foregoing restrictions shall be grounds to immediately terminate this Agreement. " If DaVinci Vaporizer determines, in its sole discretion, that affiliate has violated any of the foregoing restrictions, then DaVinci Vaporizer may (without limiting any other remedies available to it) pursue any or all of the following actions:" (i) withhold all compensation pending payment otherwise payable to Affiliate at the time violation is identified; (ii) terminate this Agreement, and remove Affiliate from the Program permanently; (iii) contact the search engine in which Affiliate's advertisement(s) was found to ask that such advertisement(s) be removed immediately and permanently; (iv) contact the search program provider(s) used by Affiliate and ask to apply the applicable keyword term(s) contained in all the DaVinci Vaporizer Trademarks in accordance with the terms of this Agreement. Products entitled to earn referral fees under the rules set forth above are hereinafter called "Qualifying Products."
9) Fee Schedule
You will earn referral fees based on the Net Price of Qualifying Products, according to fee schedules to be established by us. "Net Price" means the sale price listed online on our site (less any coupon or customer discount) and excludes amounts collected by us for taxes, shipping, handling, rebates, gift-wrapping, and similar ancillary services, and amounts due to credit card fraud and bad debt. The current fee schedule to which you agree is listed in your Shareasale offer.
10) Fee Payment
We will pay you referral fees on a monthly basis through Shareasale as set forth per standard payment procedure stated in your Shareasale offer terms.
11) Policies and Pricing
Customers who buy products through this Program will be deemed customers of DaVinci Vaporizer, without affecting their status as your customer. Accordingly, all 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 in our sole discretion. For example, we will determine the prices to be charged for products sold under the Program in accordance with our own pricing policies. Product prices and availability may vary. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any product or the error-free or uninterrupted operation of our site.
12) Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or DaVinci Vaporizer may terminate this Agreement at any time. In addition, we reserve the right to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if we determine, in our sole discretion, that your site is unsuitable for the program. We reserve the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated referral fees for orders or referrals that were obtained fraudulently or through misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. Upon termination of this Agreement, you will immediately cease use of, and remove from your site, all links to our site and all DaVinci Vaporizer trademarks and related content. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer.
13) Limited License and Use of the DaVinci Vaporizer Trademarks
We grant you a non-exclusive, non-transferable, revocable license to (i)access our site through the Qualifying 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 designated in the Offer (collectively, the "Licensed Materials"), only as provided to you through Shareasale and solely for the purpose of generating the sale of DaVinci Vaporizer products from your site. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all our rights in the Licensed Materials and other proprietary rights. You may not sublicense, assign, or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.
13.1) You shall not make any specific use of any Licensed Materials for purposes other than generating the sale of DaVinci Vaporizer products from your site, without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion.
13.2) Your license to use the Licensed Materials is also subject to the following guidelines: * You may use the Licensed Materials only for purposes expressly authorized by us. * You may not display the Licensed Materials in any manner that implies our sponsorship or endorsement of your products, services, or site outside of your involvement in the Program. * You may not use the Licensed Materials to disparage DaVinci Vaporizer, its products or services, or in a manner which, in our sole judgment, may diminish or otherwise damage the goodwill in our name and the Licensed Materials. * You shall not use the Licensed Materials as a feature or design element of any other logo. * Your use of the " DaVinci Vaporizer " name or logo shall be in a manner that is clearly less prominent than that of your products, trademarks, logos, and/or site name. We reserve the right in our sole discretion to modify these guidelines at any time upon prior written notice and the right to act against any use that does not conform to these guidelines.
14) Representations and Warranties
You hereby represent and warrant to us as follows:
14.1) This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby.
14.2) 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 contemplated hereby.
14.3) 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.
14.4) Any material displayed on your site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or (viii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
14.5) You will comply with all applicable local, state, and federal laws, statutes, orders, ordinances, and regulations relating to the performance of the program.
14.6) You are an adult of at least 18 years of age.
15) Relationship of Parties
You and DaVinci Vaporizer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Synergy Imports, LLC. 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 would contradict anything in this Section.
16) Confidentiality
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, vendor lists and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your 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 you or your affiliates.
17) Limitation of Liability
We will not be liable for indirect, special, exemplary, consequential, or incidental damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, the Program or Shareasale. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
18) Indemnification
You acknowledge that by entering this Agreement DaVinci Vaporizer does not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your Web site(s). Accordingly, you hereby agree to indemnify and hold harmless Synergy Imports, LLC and its subsidiaries, respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorney's fees) even if such claims are groundless, fraudulent or false (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 breach or alleged breach of any representation or warranty or breach of a covenant or agreement made by you herein, (ii) any claim arising from or connected with any of the content or activities of your site (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or (iii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by DaVinci Vaporizer or Shareasale hereunder.
19) Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Shareasale or otherwise communicating such change to you.
19.1) If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on Shareasale will constitute binding acceptance of the change.