PLEASE
READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EVOLV, LLC (DBA EVOLVAPOR.COM).
Please read the terms and conditions of this affiliate program agreement
carefully before you join our program or begin marketing our program. These
terms and conditions are written in plain language intentionally avoiding
legalese to ensure that they may be clearly understood and followed by
affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE
AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY
TERM AND CONDITION.
DEFINITIONS
As used
in these terms and conditions: (i)
“We”, “us”, or “our” refers to Evolv
LLC and our website; (ii) “you” or “your”
refers to the Affiliate; (iii) “our website” refers to the Evolv
website located at www.evolvapor.com; (iv) “your website”
refers to any websites that you will link to our website; (v)
“Program” refers to the Evolv Affiliate Program.
AFFILIATE
OBLIGATIONS
ENROLLMENT
To begin
the enrollment process, you will complete and submit the online application
at the ShareASale.com server. After receiving your application, we will
review your website and notify you of your acceptance or rejection into our
Program. Please allow up 48 hours for your
application to be reviewed. The fact that we auto-approve applications does
not imply that we may not re-evaluate your application at
a later time.
We
reserve the right to reject any application for any reason, however we
encourage you to contact us if you feel we have made an incorrect decision.
Including all of the websites that you use in your
profile will help us make a better decision.
WEBSITE RESTRICTIONS
Your
participating website(s) may not:
1.
Infringe on our or any anyone else's intellectual
property, publicity, privacy or other rights.
2.
Violate any law, rule or regulation.
3.
Contain any content that is threatening, harassing, defamatory, obscene,
harmful to minors, or contains nudity, pornography
or sexually explicit materials.
4.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other
computer programming routines that are intended to damage, interfere with,
surreptitiously intercept or expropriate any
system, data, or personal information.
5.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other
website, or that potentially enables the diversion of affiliate commissions
from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
LINKING TO OUR WEBSITE
Upon
acceptance into the Program, links will be made available to you through
the interface. You will be able to review the Program's details and previously-published affiliate newsletters, download
HTML code that provides for links to web pages
within the our website and banner creatives, browse and get tracking codes
for our coupons and deals.
Your acceptance in our program means you agree to and abide by the
following.
1. You
will only use linking code we provide you for each
banner, text link, or other affiliate link obtained from the affiliate
interface without manipulation.
2. We
reserve the right, at any time, to review your placement and approve the
use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
3. All
domains that use your affiliate link must be listed in your affiliate
profile.
4. Your
Website will not in any way copy, resemble, or mirror the look and feel of
our Website. You will also not use any means to
create the impression that your Website is our
Website or any part of our Website including, without limitation, framing
of our Website in any manner.
5. You
may not engage in cookie stuffing or include pop-ups, false or misleading
links on your website. In addition, wherever possible, you will not attempt
to mask the referring url information (i.e. the page from where the click is
originating).
6. Using
redirects to bounce a click off of a domain from
which the click did not originate in order to give the appearance that it
came from that domain (also known as cloaking) is prohibited.
If you
are found redirecting links to hide or manipulate their original source,
your current and past commissions will be voided
or your commission level will be set to 0%. This does not include using
"out" redirects from the same domain where the affiliate link is
placed.
7. The
maintenance and the updating of your site will be your responsibility. We
may monitor your site as we feel necessary to make
sure that it is up-to-date and to notify you of any changes that we feel
should enhance your performance.
8. It is
entirely your responsibility to follow all applicable intellectual property
and other laws that pertain to your site. You must have express permission
to use any person's copyrighted material, whether it be a writing, an
image, or any other copyrightable work. We will not be responsible (and you
will be solely responsible) if you use another person's copyrighted
material or other intellectual property in violation of the law or any
third-party rights.
9. You
will not, in connection with this Agreement, display or reference on your
site, any trademark or logo of any third party seller appearing on our
website unless you have an independent license for the display of such
trademark or logo; use any data, images, text, or other information
obtained by you from us or our website in connection with this Agreement
only in a lawful manner and only in accordance with the terms of this
Agreement.
10. We
grant you a limited, nonexclusive, non-transferable, revocable right to use
the graphic image and text solely for the purpose of you
participating in the Program. You may not modify the graphic image or text
in any way. All of our rights in the graphic image
and text, any other images, our trade names and trademarks, and all other
intellectual property rights are reserved. Should we decide to revoke your
license, we will give you notice.
11. You
acknowledge our ownership of our licensed materials, agree that you will
not do anything inconsistent with our ownership and that all
of your use of the licensed materials will inure to the benefit of,
and on behalf of, the Program and, if requested, agree to assist us in
recording this Agreement with appropriate government authorities. You agree
that nothing is this Agreement gives you any
right, title or interest in the licensed materials
other than the right to use the licensed materials in accordance with this
Agreement. You also agree that you will not attack the
our title to the licensed materials or the validity of the Licensed
Materials or this Agreement.
PPC GUIDELINES
1. You
may not bid on any of our trademarked terms (which are identified below),
including any variations or misspellings thereof for search or content-
based
campaigns on Google, Bing, MSN, Yahoo, Facebook or
any other network unless given written permission first from us.
2. You
may not use our trademarked terms, including any variations or misspellings
as per #1 above, in sequence with any other keyword (including, but not
limited to 'Evolv Coupons', 'Evolv Discount Codes', 'Evolv Promo', etc).
3. You
may not use our trademarked terms in your ad title, ad copy, display name
or as the display url.
4. You
may not direct link to our website from any Pay Per Click ad or use
redirects that yield the same result. Customers must be directed to an
actual page on your website.
5. You
may not bid in any manner appearing higher than us for any search term in
position 1-5 in any auction style pay-per-click advertising program.
6. If
you automate your PPC campaigns, it is your responsibility to exclude our
trademarked terms from your program and we strongly suggest you add our
trademarked terms as negative keywords. We have a strict no tolerance
policy on PPC trademark bidding. If discovered brand bidding on PPC
campaigns, you will be sent an email asking to remove the ads in question
within 24 hours. If the ads are not removed within 24 hours
you will be removed from the program permanently and all commissions
associated with the violations will be reversed.
TRADEMARKED TERMS
The
following list of trademarked terms should not be treated as an exhaustive
list (but as a list of some of the prohibited terms):
Evolv, evolvapor.com,
www.evolvapor.com, Evolv coupon, Evolv coupon code, Evolv discount, Evolv
discount code, Evolv promo, Evolv promo code, Evolv sale, Evolv sales, Evolv
deal, Evolv deals
COUPON GUIDELINES
If you
are enrolled in our Program and your Website promotes coupon codes, you
must adhere to our Coupon Guidelines as follows:
1. You
may ONLY advertise coupon codes that are provided to you through the
affiliate program.
2.
Posting any information about how to work around the requirements of a
coupon/promotion (i.e. first-time customers only)
will result in removal from the program.
3.
Coupons must be displayed in their entirety with the full offer, valid
expiration date and code.
4. You
may NOT use any technology that covers up the coupon code and generates the
affiliate click by revealing the code(s).
5. You
may NOT advertise coupon codes obtained from our non-affiliate advertising,
customer e-mails, paid search, or any other campaign.
6. You
may NOT give the appearance that any ongoing offer requires clicking from
your website in order to redeem. For example, if
all items on the site have free shipping over $100, you may not turn this
into an offer that infers that the customer must click from your site to
get this deal.
7.
Additionally, if your website ranks on the first page of any search engine
for terms related to our website or company name(s) combined with the words
coupon, coupons, coupon code, promo code, etc. and/or your conversion rate
exceeds 25%, you may be offered a lower commission than our standard rate
to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates
whose primary business is posting coupons, who are viewed by the program as
being a coupon site, and/or who are tagged as a coupon affiliate in our
system, may not be paid commissions for sales generated without a
corresponding valid coupon code. Valid codes are defined as codes that are
made available to the affiliate channel in general, through newsletters or
the Deals Database in ShareASale, and directly or
privately to affiliates. Coupon codes that are not real, expired, not
specific (i.e. 'up to 40% off sale items') or are
long-term, sitewide offers that do not require a code may not be considered
valid codes and the affiliate will not be given commission on these orders.
SUB-AFFILIATE NETWORKS
Promoting
us through a sub-affiliate network is permitted, however you must be
completely transparent with regards to where traffic from your
sub-affiliates originated. Sub-affiliate networks must ensure that all
sub-affiliates promoting the Program adhere to our terms and conditions.
This includes restrictions on advertising through toolbars, browser
extensions, and through any paid placements such as a pay-per-click
campaigns. Sub-affiliate networks must also receive approval prior to
allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss
and/or reduction of commission from sales made through any sub-affiliate
that does not comply with our terms.
DOMAIN NAMES
Use of
any of our trademarked terms as part of the domain or sub-domain for your
website is strictly prohibited.
OK
www.website.com/evolv
Not OK
evolv.website.com
www.evolv-coupons.com
ADVERTISING & PUBLICITY
You
shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting
that material to us and receiving our prior written consent. If you intend
to promote our Program via e-mail campaigns, you must adhere to the
following:
1. Abide
by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our
Program.
2.
E-mail must be sent on your behalf and must not imply that the e-mail is
being sent on behalf of us.
3.
E-mails must first be submitted to us for approval prior to being sent or
we must be sent a copy of the e-mail.
SOCIAL MEDIA
Promotion
on Facebook, Twitter, Instagram, YouTube and other
social media platforms is permitted following these general guidelines:
1. You
ARE allowed to promote offers to your own lists; more specifically, you're
welcome to use your affiliate links on your own Facebook, Twitter, etc.
pages. For example, You may post, '25% off sale at
evolv through Wednesday with code GET25'.
2. You
ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter,
Pinterest, etc. accounts or company pages in an attempt
to turn those links into affiliate sales.
3. You
ARE PROHIBITED from running Facebook ads with our trademarked company name.
4. You
ARE PROHIBITED from creating a social media account that includes our
trademark/s in the page name and/or username.
OPERATIONS OUTSIDE UNITED STATES
If you
are conducting business in or taking orders from persons in other
countries, you will follow the laws of those countries. For example, you
will comply with the European Union's Privacy and Electronic Communications
Directive, as well as the General Data Protection Regulation (GDPR), if you
are conducting business in or taking orders from persons in one or more of
the European Union countries.
FTC DISCLOSURE REQUIREMENTS
You
shall include a disclosure statement within any and all
pages, blog/posts, or social media posts where affiliate links for our
affiliate program are posted as an endorsement or review, and where it is
not clear that the link is a paid advertisement. This disclosure statement
should be clear and concise, stating that we are compensating you for your
review or endorsement. If you received the product for free from us or from
the affiliate management team for review, this also must be clearly stated
in your disclosure.
* Disclosures must be made as close as possible to the claims.
* Disclosures should be placed above the fold; scrolling should not be
necessary to find the disclosure. (e.g. Disclosure should be visible before
the jump).
* Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the
FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf
; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements
EVOLV RIGHTS AND OBLIGATIONS
We have
the right to monitor your site at any time to determine if you are
following the terms and conditions of this Agreement. We may notify you of
any changes to your site that we feel should be made, or to make sure that
your links to our web site are appropriate and to notify further
you of any changes that we feel should be made. If you do not make
the changes to your site that we feel are necessary, we reserve the right
to terminate your participation in the Program.
We
reserve the right to terminate this Agreement and your participation in the
Program immediately and without notice to you should you commit fraud in
your use of the Program or should you abuse this program in any way. If
such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
This
Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated
hereunder.
TERMINATION
1.
Either you or we may end this Agreement AT ANY TIME, with or without cause,
by utilizing the respective functionality of the affiliate platform. In
addition, this Agreement will terminate immediately upon any breach of this
Agreement by you.
2. Upon the
termination of this Agreement for any reason, you will immediately cease
use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program.
3. You
are eligible to earn commissions only on sales of qualifying products that
occur during the term, and commissions earned through the date of
termination will remain payable only if the related orders are not canceled
or returned. We may withhold your final payment for a reasonable time to
ensure that the correct amount is paid.
MODIFICATION
We may
modify any of the terms and conditions in this Agreement at any time at our
sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to,
changes in the payment procedures and the Program rules. If any
modification is unacceptable to you, your only option is to end this
Agreement. Your continued participation in the Program following the
posting of the change notice or new Agreement on our site will indicate
your agreement to the changes.
OUR CUSTOMERS
Customers
who buy products through this the Program are our customers. All of our standard policies and operating procedures
will apply to these customers. We may change our policies and operating
procedures at any time. Product prices and availability may vary from time
to time.
ORDER PROCESSING
1. Only
items that were purchased by customers who use the Program Affiliate Link
from your site to our website are considered 'direct sales'. Direct sales
placed through the Program Affiliate Link on your site are reduced by items
that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
2. We
reserve the right to exclude items ordered by you (using the Program
Affiliate Link which would otherwise qualify for direct sales) and to not
pay commissions for them, if we deem it necessary, in our sole discretion,
to prevent abuse of the Program, or to reject orders that do not comply
with any requirements that we periodically may establish.
3. We
will be responsible for processing orders and will handle all customer
service issues. We will track sales by customers who purchase products by
using the Program Affiliate Link from your site to our website. A statement
of activity is available to you on ShareASale
interface.
PAYMENT
We use a
third party to handle all of the tracking and
payment. The third party is the ShareASale.com affiliate network. Kindly
review the network's payment terms and conditions.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will
create a password so that you may enter ShareASale's
secure affiliate account interface. From their site you will be able to
receive your reports that will describe our calculation of the commissions
due to you.
TRANSACTION LOCK DATES
All
sales will remain in a 'sales pending period' and will not lock until the
terms set forth within the locking period parameters of our Program. All
payments will be processed by ShareASale on the
20th of the month following the lock date.
REVERSAL & COMMUNICATION POLICY
We take
pride in our low reversal rate, which we attribute to open communication
with our affiliates. However, we reserve the right to reverse orders due to
order cancellations, duplicate tracking, returns, disputed charges, and
program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any
orders or clicks that we suspect may be in violation of our terms and
conditions, we expect that you will respond in a timely and honest manner.
Below are violations of our communications policy.
1. You
are not forthcoming, intentionally vague or are found to be lying.
2. You
are not responsive within a reasonable time period
and after multiple attempts to contact with
information listed in your network profile.
3. You
cannot substantiate or validate the source of your traffic to our program
with clear and demonstrable proof.
4. If
any of the above apply, then we reserve the absolute right to reverse
orders, set your commission to 0% or suspend you from the program for the
period or orders in question or terminate you from the program altogether.
We know that many violations are a result of automated processes; however,
it is incumbent upon each affiliate to ensure that it has the appropriate
checks and balances in place to pro-actively address these issues and
adhere to our program rules.
GRANT OF LICENSES
1. We
grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML 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 (collectively, the "Licensed Materials")
that we provide to you or authorize for such purpose.
2. You
are only entitled to use the Licensed Materials to the extent that you are
a member in good standing of the Program. You agree that all uses of the
Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole
benefit of us.
3. Each
party agrees not to use the other's proprietary materials in any manner
that is disparaging, misleading, obscene or that otherwise portrays the
party in a negative light. Each party reserves all of its respective rights
in the proprietary materials covered by this license. Other than the
license granted in this Agreement, each party retains all right, title, and
interest to its respective rights and no right, title, or interest is
transferred to the other.
4.
Except for the limited license granted under this section, you do not
obtain any rights under this Agreement in any intellectual property,
including, without limitation, any intellectual property with respect to
our Affiliate Link, link formats, technical specifications, guidelines or
graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You
represent and warrant that:
1. This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, enforceable against
you in accordance with its terms;
2. You
have the full right, power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform your obligations
under this Agreement, without the approval or consent of any other party;
3. You
have sufficient right, title, and interest in and to the rights granted to
us in this Agreement.
DISCLAIMER
EVOLV
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR
PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN,
ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE
MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED
OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY
WE WILL
NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EVOLV'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER
LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU
UNDER THIS AGREEMENT.
INDEMNIFICATION
You
hereby agree to indemnify and hold harmless EVOLV, 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 of a representation or warranty or breach of a
covenant and agreement made by you herein, or (iii) any claim related to
your site, including, without limitation, content therein not attributable
to us.
CONFIDENTIALITY
All
confidential information, including, but not limited to, any business,
technical, financial, and customer information, disclosed by one party to
the other during negotiation or the effective term of this Agreement which
is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.
MISCELLANEOUS
1. You
agree that you are an independent contractor, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between you and us. 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 any other
of Your Site or otherwise, that reasonably would contradict anything in
this Section.
2. Neither
party may assign its rights or obligations under this Agreement to any
party, except to a party who obtains all or substantially all of the
business or assets of a third party.
3. This
Agreement shall be governed by and interpreted in accordance with the laws
of the United States and the State of New York without regard to the
conflicts of laws and principles thereof.
4. You
may not amend or waive any provision of this Agreement unless in writing
and signed by both parties.
5. This
Agreement represents the entire agreement between us and you, and shall
supersede all prior agreements and communications of the parties, oral or
written.
6. The
headings and titles contained in this Agreement are included for
convenience only, and shall not limit or otherwise affect the terms of this
Agreement.
7. If
any provision of this Agreement is held to be invalid or unenforceable,
that provision shall be eliminated or limited to the minimum extent
necessary such that the intent of the parties is effectuated, and the remainder
of this agreement shall have full force and effect.
8. Our
failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement.
INDEPENDENT INVESTIGATION
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO
THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT.
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.
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