TERMS AND CONDITIONS SUMMARY:
- It is prohibited to promote adult, hate, violence, discriminatory, illegal activities or other related content.
- PPC bidding is prohibited for use by Eating Europe LLC affiliates. This includes both brand and non-branded keywords relating to Eating Europe LLC and products offered.
- All content must be your own. Do not copy, plagiarize or use Eating Europe LLC's content in any way. All content must be your own.
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PLEASE REVIEW THIS ENTIRE AGREEMENT as this is a legal contract between you and Eating Europe LLC. By submitting an application 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.
1. This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Eating Europe LLC's Affiliate Program. The purpose of this Agreement is to allow linking between your web site and the Eating Europe LLC's web sites. Please note that throughout this Agreement, "we," "us," and "our" refer to Eating Europe LLC, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations.
2.1. To enroll in our affiliate program, you will complete and submit the online application on ShareASale.com. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes adult, hate, violence, discriminatory, illegal activities or other related content.
2.1.2. Infringes copyright, trademark or any other intellectual property rights or violates the law.
2.1.3. Utilizes our original content. Do not copy, plagiarize or use Eating Europe LLC's content in any way. All content must be your own.
2.1.4. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.5. You may not create or design your website or any other website or marketing collateral that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Eating Europe LLC or any other affiliated business.
2.2. PPC bidding is prohibited for use by Eating Europe LLC affiliates. This includes both brand and non-branded keywords relating to Eating Europe LLC and products offered.
2.3. As a member of our Affiliate Program, you will have access to Affiliate Account Manager. Here you will have access to current and previous newsletters and marketing assets. In order for us to accurately keep track of all visits and sales from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Eating Europe LLC reserves 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.
2.4. 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.
2.5. 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.
2.6 You may only advertise coupon codes that are provided directly to you through the affiliate program, those that are displayed on our website or through written approval from Eating Europe LLC. It is prohibited to advertise coupon codes obtained from non-affiliate advertising such as customer e-mails, paid search, or any other non-affiliate marketing campaign. Additionally, it is prohibited to represent standard pricing as a coupon, discount or deal.
3. Eating Europe LLC Rights and Obligations
3.1. 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 Our Affiliate Program.
3.2. Eating Europe LLC reserves the right to terminate this Agreement and your participation in Our Affiliate Program immediately and without notice to you should you commit fraud in your use of the Eating Europe LLC Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Eating Europe LLC shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of email within or outside the Shareasale platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. 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. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Eating Europe LLC's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Eating Europe LLC uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Please review the network’s payment terms and conditions.
7. 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.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions any Eating Europe LLC or related domains could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Eating Europe LLC. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups & forums and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Eating Europe LLC so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups & forums to promote Eating Europe LLC so long as the newsgroups or forum specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Eating Europe LLC. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Eating Europe LLC Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2 As stated in Section 2.2, PPC bidding is prohibited for use by Eating Europe LLC affiliates. This includes both brand and non-branded keywords relating to Eating Europe LLC and products offered. We will do everything possible to contact the affiliate prior to the termination from our Program.
8.3 Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited any of Eating Europe LLC's website (i.e., no page from our site or any Eating Europe LLC’s content or branding is visible on the end-user’s screen).
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through 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. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Eating Europe LLC's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Eating Europe LLC and the goodwill associated therewith will inure to the sole benefit of Eating Europe LLC.
9.2. 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.
10. Disclaimer
Eating Europe LLC makes no express or implied representations or warranties regarding Eating Europe LLC's websites or the products or services provided therein, any implied warranties of Eating Europe LLC ability, fitness for a particular purpose and non-infringment are expressly disclaimed and excluded. In addition, we make no representation that the operation of our sites will be uninterrupted or error free and will not be liable for the consequences of any interruptions or errors.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. 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 EATING EUROPE LLC'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.
13. Indemnification
You hereby agree to indemnify and hold harmless Eating Europe LLC, 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.
14. 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.
15. Miscellaneous
15.1. 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 Eating Europe 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. 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.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Pennsylvania without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. 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.
15.7. 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.
