WHEREAS, Merchant desires to engage Affiliate to promote Merchant's products and services through the ShareASale Affiliate Network ; and
WHEREAS, Affiliate desires to participate in the Program and generate commissions by referring customers to Merchant;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1. Program Participation:
Affiliate agrees to apply to the Merchant's program on the ShareASale Network and comply with all ShareASale Network Rules and Merchant's program guidelines.
Merchant reserves the right to accept or reject Affiliate applications at its sole discretion.
Affiliate acknowledges that this Agreement supersedes any standard ShareASale Network program terms.
2. Promotion Methods:
Affiliates may promote Merchant's products and services through platforms strictly in accordance with ShareASale Network Rules and Merchant's program guidelines.
Affiliate agrees to disclose their status as an affiliate marketer clearly and conspicuously in all promotional materials.
3. Commissions and Payments:
Affiliate earns commissions for qualifying customer transactions generated through ShareASale tracking links and cookies, as per the specific commission structure defined within the Merchant's program settings on ShareASale.
Payments are made by ShareASale directly to Affiliate according to ShareASale's payment schedule and minimum earning thresholds.
Merchant reserves the right to withhold payments for fraudulent or invalid transactions as defined by ShareASale Network Rules.
4. Confidentiality:
Each party agrees to hold confidential all information received from the other party, except as required by law or ShareASale Network Rules.
Confidential information may not be disclosed to any third party without prior written consent from both parties.
5. Intellectual Property:
Merchant owns all right, title, and interest in its trademarks, copyrights, and other intellectual property.
Affiliates may use Merchant's branding materials provided through ShareASale or directly from Merchant in accordance with ShareASale Network Rules and Merchant's guidelines.
6. Term and Termination:
This Agreement is effective as of the date of approval and continues, unless terminated earlier as provided herein.
Either party may terminate this Agreement upon written notice to the other party via ShareASale's messaging system or email.
This Agreement may be terminated immediately by either party for material breach of its terms, including violations of ShareASale Network Rules.
7. Dispute Resolution:
Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, with the location of the arbitration to be mutually agreed upon by the parties.
8. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of NJ, without regard to its conflict of laws provisions.
9. Disclaimer and Warranty:
Merchant disclaims all warranties, express or implied, with respect to the Program or its outcomes.
Affiliate is solely responsible for its promotional activities and assumes all risks related thereto.
10. Compliance with ShareASale Network Rules:
Affiliate agrees to comply with all ShareASale Network Rules and policies in addition to the terms of this Agreement.
Violation of ShareASale Network Rules may result in suspension or termination of the Affiliate's account on the Network.
11. Notices:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered via ShareASale's messaging system or email to the addresses listed in the Affiliate's ShareASale profile.
