Western Chief Affiliate Program Terms and Conditions
This Affiliate Program Terms and Conditions (the “Agreement”) contains the complete terms and conditions that apply to an individual or entity’s participation in the Western Chief Affiliate Program (the ”Program”). As used in this Agreement, “Western Chief” “we” or “our” means Western Chief and ”you” means the applicant. “Site” means a World Wide Web site and, depending on the context, refers either to a place where you store your content or a site owned by Western Chief located at the URL www.westernchief.com, or located at the URL www.westernchief.com. “Products” mean items or owned and produced by Western Chief for Western Chief customers.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Affiliate Program Application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites may include, but are not limited to, sites that:
* contain content that is not appropriate or is unrelated to the Western Chief audience;
* are primarily a link or banner farm that contains little to no original content;
* promote sexually explicit materials, discrimination, racism, illegal activities, violence, are threatening, defamatory, obscene, harassing or discriminatory, violate or infringe the rights of any third party (including intellectual property, name and likeness and privacy/publicity rights), advertise alcohol, tobacco, firearms, or endorse any religious or political cause or candidate
* do not maintain a reasonable standard of performance and quality
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to re-apply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement without notice.
2. Use of Affiliate Tracking Links
* Once you have been notified that your site has been accepted into the Program, you may only use tracking links made available to you through our Program on the Awin Affiliate Network. Links to our site placed on your site pursuant to this Agreement and which properly utilize such tracking link formats are referred to as “Tracking Link(s)”. As part of our Program, Western Chief will allow you to use its trademark and domain name only on your Site by way of a Tracking Link made available to you through the Awin Affiliate Network.
* We will not be liable to you with respect to any failure by you to use Tracking Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
* You acknowledge that, by participating in the Program and placing any of the Tracking Links within your site, we may receive information from or about visitors to your site. Your participation in the Western Chief program constitutes your specific and unconditional consent and authorization for Western Chief to access, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Western Chief Privacy Policy.
* You acknowledge and agree that you will use Tracking Links (in the form of “Advertising Materials” like banners, text links, or other advertising units) only in a lawful manner and only in accordance with the terms of this Agreement.
You also agree that you will:
* not post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any “framing” technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action
* not attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any Website that participates in the Program
* not initiate orders on anything other than an affirmative consumer action in the form of a click including invisible methods like forced clicks, re-directs, pop-ups, pop-unders, or client-side downloadable software
* not modify or alter any Advertising Materials that consist of a graphic image, other than to resize it; or edit any Advertising Materials that consists of text links, other than to shorten their length
* not use any Advertising Materials in a manner intended to send sales to any site other than the Western Chief Website
* within 48 hours delete any Advertising Material that we notify you is no longer available for your use* not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money, including any rebates, or granting of any discount or other benefit) for using Tracking Links on your site to access our site (e.g., by implementing any “rewards” program for persons or entities who use Tracking links on your site to access our site) without express written agreement from Western Chief
* not read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to our site by any person or entity
* in no way capture in any personal identifying information (“PII”) of Western Chief customers, including but not limited to a person’s name, address, telephone number, email address, age, social security number, credit card or debit card number, driver’s license or any other information that is personal or is likely to enable identification of a specific individual. If PII has been, or may have been, acquired or accessed by an unauthorized person, you shall notify Western Chief immediately. Such notice shall include specifics regarding the type of PII at issue, the names of the affected individuals, the persons or entities who have or may have acquired the PII and related details
* not in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site
* not take any action that could reasonably cause any customer confusion as to our relationship with you
* not attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g., by intentionally featuring, purchasing or requesting or encouraging any third party to register user accounts on our site for the purpose of exceeding any referral fee threshold) If we determine, at our sole discretion, that you have engaged in any of the foregoing activities, we may without limiting any other rights or remedies available to us within this Agreement withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
3. Domain, Trademark Usage & PPC Policy
Trademarked terms include, but are not limited to: Western Chief, WesternChief, and westernchief.com.
You may only use Western Chief logos made available to you through the Program. You may resize the Western Chief logo, so long as the proportions remain intact.
Our pay per click (PPC) policy is as follows:
* you may not bid on any of our trademarked terms, including any variations, misspellings or in conjunction with another keyword
* you may use our trademarked terms in your ad copy, however you may not use our trademark as your display URL in any paid advertisement
* you may not direct link to any Western Chief site from a paid advertisement
* Use of our trademarked terms as part of the domain or sub-domain of your site is strictly prohibited. Use of our trademarked terms is also not allowed in any print advertisements without prior written consent.
If we determine, in our sole discretion, that you have engaged in any of these activities, we may without limiting any other rights or remedies available to us within this Agreement withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
4. Coupons and Promotional Codes
You agree not to utilize, advertise or otherwise promote any Western Chief promotional code or coupon not specifically made available to you through the Program. This means that coupon codes and promotions advertised in any other marketing campaign besides through our Program cannot be advertised without prior written consent. In addition, if you allow user submitted coupons on any of your Sites, you are responsible for ensuring that the coupon code submitted abides by our policy.
As referred to in our pay-per-click policy, you may not bid on our trademarked terms in conjunction with another keyword. This means, bidding on keywords such as “Western Chief coupon” or “Western Chief discount” or “Western Chief coupon” is strictly prohibited. You may, however, bid on product keywords and use the Western Chief trademark terms in your ad copy.
5. Email Marketing and Social Media Usage
You may use the Western Chief logo and promotional copy when sending an email campaign to users that have opted in to your mailing list only. You may not promote Western Chief or Western Chief by use of Tracking Link in any other mailing list other than one owned by you and must not imply that any e-mail campaign is being sent by or sponsored by Western Chief without prior written consent.
You may not distribute Advertising Materials using distribution methods that are illegal or prohibited under the CAN-SPAM Act of 2003 (Public Law No. 108-187).
You may promote Western Chief on your personal page or a business page/group that you manage by way of Tracking Link via social media outlets such as Facebook, Twitter, etc. so long as the content complies with our program terms. You may not promote Western Chief on any other social media Web site, or forum, that is not owned or managed by you.
6. Responsibility for Your Site and Content
You will be solely responsible for the development, operation, and maintenance of your site, your social media profile, and for all content that you create. For example, you will be solely responsible for:
* the technical operation of your site and social media accounts
* creating and posting brand or product links
* the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
* ensuring that materials posted on your content does 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 materials you post are not libelous or otherwise illegal
* ensuring that your content accurately and adequately discloses either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.
* to comply with FTC regulations, you must also ensure that you include a disclosure statement on any page of your Web site that includes an endorsement or review of Western Chief Products. Your disclosure statement should clearly state that you are being compensated for your review or endorsement. Furthermore, you must also ensure that all reviews or endorsements posted on your Web site are authentic and have not been falsified.
We disclaim all liability for these matters. Further, you agree to indemnify, defend, and hold us harmless from all claims, damages, and expenses (including, without limitation all attorneys’ fees) relating to such matters and to the development, operation, maintenance, and content of your site.
7. Referral Fees
Payment of referral Fees, more commonly known as commissions, will be determined and controlled by the accepted offer on Awin at the time of the transaction. For specific details including payment schedule on the Western Chief Advertiser page.
8. Limited License
(a) We grant you a non-exclusive, non-transferable, revocable license to use the graphic image and text described in Section 3 and such other Content for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way excepted as expressly allowed within this agreement. We reserve all rights in the graphic image and text, all other Content, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines.
(b) Subject to the limited licenses granted to you under Section 8(a), each party owns and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future “Intellectual Property”). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party. All data that we collect while performing our obligations under this Agreement shall be deemed our property.
9. 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 party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Western Chief trademarks, trade dress, and logos, and all other Advertising Materials and content provided to you, by or on behalf of us, pursuant hereto or in connection with the Program. Referral fees earned prior to 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.
10. 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 the Awin Affiliate Network. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 11. Limitation of Liability and IndemnificationWe will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or your participation within the Program, even if we have been advised of the possibility of such damages. Affiliate will defend (at its expense), indemnify and hold harmless Western Chief and each of its parents, investors, subsidiaries, and affiliates and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, damages, liabilities, losses, costs and expenses (including reasonable legal expenses and counsel fees) arising out of or in connection with (a) any breach or alleged breach of any law or regulation by Affiliate, including but not limited to all applicable privacy laws and intellectual property laws; and (b) any breach or alleged breach by Affiliate of the Awin Affiliate Network Online Program Terms and Conditions. Affiliate shall reimburse Western Chief for any payments actually made byWestern Chief in resolution of any liability or claim that is subject to indemnification under these paragraphs, provided that Western Chief obtainsAffiliate’s written consent prior to making any payment or settlement of any such claim. Western Chief shall promptly notify Affiliate of any claim for which it may seek indemnification, and Affiliate shall assume control of the defense of such claim through legal counsel of its choice. Western Chief may participate in the defense with counsel of its choice at its own expense. Affiliate shall not enter into any settlement of any liability or claim that requires Western Chief to take or refrain from taking any actions (including without limitation admitting guilt or criminal wrongdoing) without the consent of Western Chief.which consent shall not be unreasonably withheld.
12. Waivers
The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
13. Relationship of Parties
The relationship established by this Agreement between Western Chief and you is that of independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 reasonably would contradict anything in this Section. You may not issue any press releases with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program.
14. Notice
Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery via email; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as follows: to Western Chief at the address listed on our web site; to you at the address set forth in your Affiliate Program Application.
15. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in the state of Washington, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Washington (and you consent to non- exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
16. Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between the parties with respect to the contents of this Agreement.
