Grandma's Bake Shoppe
Program Terms
Grandmasbakeshoppe.com and Beatricebakery.com Operating Agreement for Affiliate Network
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Grandmasbakeshoppe.com and Beatricebakery.com Affiliate Program. In this Agreement, "we", "us", or "Grandmasbakeshoppe.com and Beatricebakery.com" means Beatrice Bakery Company, and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the Grandmasbakeshoppe.com and Beatricebakery.com Site or to the portion of the Grandmasbakeshoppe.com and Beatricebakery.com Site that you will link to using Qualified Links as defined in Section 2 of this Agreement.
1. Enrollment in the Program
You may submit a completed Program application to begin the enrollment process ("Application"). Submission of your Application to the Grandmasbakeshoppe.com and Beatricebakery.com Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program.
Unsuitable websites include, but are not limited to, those that:
• Are primarily serving non-US/Canada based audiences;
• Promote sexually explicit material;
• Promote violence or hate toward any persons or groups;
• Promote illegal activities;
• Promote alcohol, tobacco, gambling/lottery in any way;
• Promote the use of pyramid, "ponzi", or similar investment schemes;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
• Otherwise violate intellectual property rights of Grandmasbakeshoppe.com and Beatricebakery.com,
• Include Beatrice Bakery, Grandmas or variations or misspellings thereof in their domain names
• Disparage Grandmasbakeshoppe.com and Beatricebakery.com
• Are under construction or not live at the time of Application;
• Do not clearly state an online privacy policy to its visitors; or
• Provide a portion of their Commissions (as defined in Section 4) to websites or organizations that would violate any of the above criteria.
In addition, Grandmasbakeshoppe.com and Beatricebakery.com may, at its discretion, decline to accept, require adherence to an additional set of terms and conditions, or require the posting of specific copy for any website that (1) donates, directs or transfers any portion of their Commissions or affiliate benefits to any charitable website, education-related website, organization or program; or (2) provides rewards back to their members in the form of points or cash-back, or conduct other similar loyalty programs in connection with purchases made by members via their websites.
Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time.
The terms of our acceptance criteria are subject to change at any time without prior notice.
All decisions for acceptance into the Program will be made within our sole discretion.
If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our Site unless you are approved for the Program.
As a member of the Affiliate Program, you grant Grandmasbakeshoppe.com and Beatricebakery.com permission to distribute any email communication directly to you that Grandmasbakeshoppe.com and Beatricebakery.com determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.
2. Links on Your Website or Third Party Websites
Upon acceptance into the Program, we will make available to you Qualified Links that are subject to the terms and conditions of this Agreement via ShareASale. A "Qualified Link" is a link from a website to our Site made available through ShareASale communications and assets. All Qualified Links must link directly and exclusively to Grandmasbakeshoppe.com or Beatricebakery.com and be made available via ShareASale. If you use a Qualified Link without our consent and not provided through ShareASale, without seeking explicit authorization, your continued use of that Qualified Link shall be considered a breach of this Agreement. However, continued use of the Qualified Link will nonetheless subject such websites to the Terms and Conditions of this Agreement.
The Qualified Links will serve to identify your website as a member of the Program and will establish a link from a website to our Site. All Qualified Links that you will use in the Program will be provided to you from ShareASale platform or by other means selected by us. You also agree that you will display on the website containing the Qualified Link only those logos, trade names, trademarks, graphic images and similar identifying material ("Licensed Materials") that are provided through the ShareASale platform, and you will substitute such images with any new materials provided through the ShareASale platform from time to time throughout the term of this Agreement. A web widget that is pre-approved in writing by Grandmasbakeshoppe.com and Beatricebakery.com for use on your website may be considered a Qualified Link for purposes of this Agreement. Accordingly, web widgets are subject to all of the Terms and Conditions of this Agreement that apply to Qualifying Links.
Only valid Qualified Links will be tracked for purposes of determining Commissions that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program.
Only Qualified Links may be used to link a website to areas within our Site. You may not link directly to Grandmasbakeshoppe.com and Beatricebakery.com without use of a Qualifying Link. You may post as many Qualified Links to our Site as you like on a website, provided that you ensure that each website containing a Qualified Link posted by you meets the terms of this Agreement, including without limitation, that such website does not fall into the "unsuitable website" category described in Section 1, does not fall into the "prohibitions" set forth in Section
3, and you take responsibility for all websites on which you post a Qualified Link in accordance with Section 8. The position, prominence and nature of links on a website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.
You acknowledge that, by participating in the Program and placing a link to Grandmasbakeshoppe.com or Beatricebakery.com (or any category page therein) on any website through use of a Qualified Link, we may receive information from or about visitors to such website or communications between such website 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 any and all such information, consistent with the policies and procedures set forth in our Privacy Policy located in the footer of the Grandmasbakeshoppe.com and Beatricebakery.com Site.
3. Prohibitions
You understand and acknowledge that this Agreement is made between you and Beatrice Bakery Company, and is solely for the purpose of allowing you to link to the Grandmasbakeshoppe.com and Beatricebakery.com Site.
As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:
A. General Prohibitions.
You may NOT:
• purchase products or services sold or promoted on Grandmasbakeshoppe.com and Beatricebakery.com through a Qualified Link for resale or commercial use of any kind including Amazon.
• engineer any website containing a Qualified Link in such a manner that pulls Internet traffic away from Grandmasbakeshoppe.com and Beatricebakery.com;
• publish, link to, sell, otherwise distribute, or place a Qualified Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
• publish, link to, sell, otherwise distribute, or place a Qualified Link on any social networking sites, including, but not limited to, Facebook, Twitter, Instagram,etc.
• attempt to modify or alter our Site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Specific request may be made in writing to, Attn: Affiliate Program Manager, 201 S 5th Street, Beatrice, NE 68310
• "scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
• participate in Yahoo's Search Submit Pro (SSP) Search Marketing Program;
• place ads on, or participate in any way in, AdNetworks or Search Content Networks, or primarily discount or coupon sites;
• employ, use or place any web browser add-ons, toolbars or pop-ups on your website;
• link any Qualified Link to any website other than our Site, including, for example, your own website;
• bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
• engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualified Link that directs the user to sites like Grandmasbakeshoppe.com and Beatricebakery.com).
• employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Commissions to or from any website;
• use any Trademark (as defined in Exhibit A), or any Licensed Materials (as defined in Section 2), provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale occurring on your website, whether or not you then have the item fulfilled through Grandmasbakeshoppe.com and Beatricebakery.com;
• without the prior written approval of Grandmasbakeshoppe.com and Beatricebakery.com, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Grandmasbakeshoppe.com and Beatricebakery.com in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that Grandmasbakeshoppe.com and Beatricebakery.com, was the creator or sponsor of such advertisement;
• re-distribute Licensed Materials (as defined in Section 2) to websites which can reasonably be viewed as Grandmasbakeshoppe.com and Beatricebakery.com’s competitors
• re-distribute, display or syndicate Licensed Materials and/or Grandmasbakeshoppe.com and Beatricebakery.com's datafeed, including any product information set forth therein, to any third party partner, network or agency;
• employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause ShareASale's tracking systems to conclude that a user has clicked through a Qualified Link- and to pay commissions accordingly - even if the user has not actually clicked through any such link);
• install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
• display any material on a website containing a Qualified Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
• without the prior written approval of Grandmasbakeshoppe.com and Beatricebakery.com, use any widgets on your website that: (a) include any Trademarks (as defined in Exhibit A); (b) include any Licensed Materials (as defined in Section 2); or (c) directly or indirectly send traffic to Grandmasbakeshoppe.com and Beatricebakery.com;
• post, publish, link to or place a Qualified Link on the Beatrice Bakery Facebook page;
• forward, redistribute, or otherwise repurpose any or all Qualified Links to any third party;
B. Prohibitions Regarding Use of Electronic Communications
Electronic Communication includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance Grandmasbakeshoppe.com and Beatricebakery.com's express written permission. Such requests must be made in writing and sent to Grandmasbakeshoppe.com and Beatricebakery.com, Attn: Affiliate Program Manager, 201 S 5th Street, Beatrice, NE 68310. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the ShareASale Membership Agreement, as amended. You may not:
• generate or use Electronic Communication using or containing Trademarks (as defined in Exhibit A), or any variation or misspelling thereof, or products, or any of the Qualified Links or URLS provided to you as part of the Program;
• send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Grandmasbakeshoppe.com and Beatricebakery.com was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
• forward, redistribute, or otherwise repurpose any Electronic Communication that Grandmasbakeshoppe.com and Beatricebakery.com sends to its affiliates and/or customers; and
• generate or send any unsolicited Electronic Communication (spam) under this Agreement
C. Prohibitions regarding use of Trademarks (as defined in Exhibit A)
In addition to the requirements and prohibitions regarding use of the Trademarks set forth in Exhibit A, and incorporated herein by reference, you may NOT:
• use the Trademarks in any manner not expressly authorized by this Agreement.
• use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;
• bid on keywords as further detailed in Exhibit A;
• bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
• use Grandmasbakeshoppe.com and Beatricebakery.com, trade names, trademarks, graphic images, product images, product references and similar identifying material unless expressly and specifically provided by Grandmasbakeshoppe.com and Beatricebakery.com for use in the Program, unless used within a keyword string.
In addition, you are bound to act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM"). You shall protect, defend, indemnify and hold 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 arising out of any content or activity by you or on your website or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for violations of third party intellectual property rights, and rights of privacy, including but not limited to CAN-SPAM.
We will be responsible for all aspects of order processing and fulfillment of orders placed by customers who follow your Qualified Links to the Grandmasbakeshoppe.com and Beatricebakery.com Site in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. Through the ShareASale platform, you have the ability to track sales made to customers who purchase products using your Qualified Links and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualified Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through The ShareASale platform and may vary from time to time in our and/or the ShareASale platform 's reasonable discretion. Grandmasbakeshoppe.com and Beatricebakery.com is not responsible for any changes that the ShareASale platform's format, timing, or types of reports available to members of the ShareASale platform and Grandmasbakeshoppe.com and Beatricebakery.com’s Affiliates. Grandmasbakeshoppe.com and Beatricebakery.com 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.
4. Commissions
Commissions are guided by the ShareASale platform agreement.
5. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Beatrice Bakery Company, Grandmasbakeshoppe.com and Beatricebakery.com without affecting their status as your customer. Accordingly, all Grandmasbakeshoppe.com and Beatricebakery.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Grandmasbakeshoppe.com and Beatricebakery.com. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
6. Limited License; Restrictions
We grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualified Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials (as defined in Section 2), only as provided to you by us, through the ShareASale platform, or by other means selected by us, and solely for the purpose of identifying your website as a Program participant and to assist in generating the sale of Grandmasbakeshoppe.com and Beatricebakery.com products.
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 of our rights in the Licensed Materials and of our 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. You agree to follow our Trademark Requirements in Exhibit A, as those may change from time to time. We may revoke your license at any time by giving you written notice.
7. Identifying Yourself as an Affiliated Site
You may not make any press release with respect to this Agreement or your participation in the Affiliate Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our Rules Regarding Affiliate Communications and Promotion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Grandmasbakeshoppe.com and Beatricebakery.com supports, sponsors, endorses or contributes money to any charity or other cause).
8. Responsibility for Your Website or a Third Party Website on which you place a Qualified Link("Third Party Site")
You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:
• the technical operation of your website and all related equipment;
• creating and posting product descriptions on your website or a Third Party Site and linking those descriptions to our Site;
• updating product information, content and item descriptions (including, but not limited to, product price and availability) within 24 hours of any update of such product information, content and/or item description at Grandmasbakeshoppe.com and Beatricebakery.com or from datafeed content provided through ShareASale platform;
• the accuracy, timeliness and appropriateness of content posted on your website (including, among other things, all product-related materials);
• ensuring that materials posted on your website or a Third Party 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), or any term of this Agreement;
• monitoring your website content and the content of a Third Party Site to ensure your website or the Third Party Site does not publish, link to, sell or otherwise distribute Objectionable Content (as defined in Section 3);
• removing any Licensed Materials and Trademarks from your website or a Third Party Site as soon as any Objectionable Content appears on the website
• notifying us and The ShareASale Network of any Objectionable Content that appears or appeared on your website or a Third Party Site at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
• ensuring that content posted on your website or a Third Party Site is not libelous or otherwise illegal; and
• notifying us and The ShareASale platform of any malfunctioning of the Qualified Links or other problems with your participation in the Program in accordance with the terms of this Agreement.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your website.
9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party and as stipulated on the ShareASale platform. You are only eligible to earn Commissions on sales of Qualifying Products occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. 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 ShareASale platform OR our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Commissions, Commission 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 AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are 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 website or otherwise, that reasonably would contradict anything in this Section.
12. Indemnification
You acknowledge that by entering into and performing its obligations under this Agreement, we do 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 website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.
13. Limitation of Liability
We 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 the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Commissions paid or payable to you under this Agreement.
14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
15. 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 (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Nebraska, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Gage County, Nebraska and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
17. Publicity
You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.
18. 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 and purchase history, 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. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Grandmasbakeshoppe.com and Beatricebakery.com.
19. Remedies to Grandmasbakeshoppe.com and Beatricebakery.com
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Commissions due to you; or (c) the commencement of an action by Grandmasbakeshoppe.com and Beatricebakery.com against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.
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Exhibit A - Trademark Requirements
These requirements apply to your use of Grandmasbakeshoppe.com and Beatricebakery.com and other trademarks and service marks belonging to Beatrice Bakery Corporate (the "Trademarks") in content that has been approved by us.
1. You may use the Trademarks only for purposes expressly authorized by us.
2. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
3. You may not display the Trademarks in any manner that implies endorsement of your website or business by Grandmasbakeshoppe.com and Beatricebakery.com outside of your involvement in the Program.
4. You may not use the Trademarks to disparage Grandmasbakeshoppe.com and Beatricebakery.com, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks.
5. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may not place the Grandmasbakeshoppe.com and Beatricebakery.com name or logo adjacent to competitive brands without prior written approval to be obtained from us addressed to: ShareASale Beatrice Bakery, 201 S.5th St, Beatrice, NE 68310 and subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
6. You must use the TM symbol next to the trademarks.
7. You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit.
8. You may not bid on any keyword or on any Pay per Click Search Engines (PPCSEs) where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below in Section 15). Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone.
9. You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter for "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks.
10. You may not bid on any keyword or on any PPCSEs that is one of our competitors' trademarks (or a derivation of a competitor's trademark), or any other word or term that is likely to cause confusion regarding its affiliation with the competitor.
11. You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale",or "coupons" or any similar words which convey the same intent.
12. Grandmasbakeshoppe.com and Beatricebakery.com may, in its sole discretion, terminate you or withhold payment of your Commissions for the days that we determine that you were bidding in violation of the keyword bidding requirements above.
We reserve the right in our sole discretion to modify these requirements at any time.
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Exhibit B - Networks & Sub-Affiliates
These requirements apply to your use of the Program as a Network. A "Network" is defined as any affiliate that operates one or more websites as sub-affiliates through one (1) Application to the Program.
1. You agree to all the terms and conditions of this Agreement, including all attached Exhibits, on behalf of all sub-affiliates operating under the Network and are responsible for any action or inaction by such sub-affiliates.
2. You must seek prior written approval from Grandmasbakeshoppe.com and Beatricebakery.com before choosing to operate as a Network. Such requests must be made in writing and sent to Grandmasbakeshoppe.com and Beatricebakery.com, Attn: Affiliate Program Manager, 201 S. 5th Street, Beatrice, NE 68310
3. You must provide to Grandmasbakeshoppe.com and Beatricebakery.com a list of all sub-affiliates working within your Network within twenty-four (24) hours of any request from Grandmasbakeshoppe.com and Beatricebakery.com.
4. Any violation of this Agreement by any sub-affiliate may result in immediate termination of the entire Network from the Program.
Last Updated: July 18, 2023
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Grandmasbakeshoppe.com and Beatricebakery.com Affiliate Program. In this Agreement, "we", "us", or "Grandmasbakeshoppe.com and Beatricebakery.com" means Beatrice Bakery Company, and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the Grandmasbakeshoppe.com and Beatricebakery.com Site or to the portion of the Grandmasbakeshoppe.com and Beatricebakery.com Site that you will link to using Qualified Links as defined in Section 2 of this Agreement.
1. Enrollment in the Program
You may submit a completed Program application to begin the enrollment process ("Application"). Submission of your Application to the Grandmasbakeshoppe.com and Beatricebakery.com Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program.
Unsuitable websites include, but are not limited to, those that:
• Are primarily serving non-US/Canada based audiences;
• Promote sexually explicit material;
• Promote violence or hate toward any persons or groups;
• Promote illegal activities;
• Promote alcohol, tobacco, gambling/lottery in any way;
• Promote the use of pyramid, "ponzi", or similar investment schemes;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
• Otherwise violate intellectual property rights of Grandmasbakeshoppe.com and Beatricebakery.com,
• Include Beatrice Bakery, Grandmas or variations or misspellings thereof in their domain names
• Disparage Grandmasbakeshoppe.com and Beatricebakery.com
• Are under construction or not live at the time of Application;
• Do not clearly state an online privacy policy to its visitors; or
• Provide a portion of their Commissions (as defined in Section 4) to websites or organizations that would violate any of the above criteria.
In addition, Grandmasbakeshoppe.com and Beatricebakery.com may, at its discretion, decline to accept, require adherence to an additional set of terms and conditions, or require the posting of specific copy for any website that (1) donates, directs or transfers any portion of their Commissions or affiliate benefits to any charitable website, education-related website, organization or program; or (2) provides rewards back to their members in the form of points or cash-back, or conduct other similar loyalty programs in connection with purchases made by members via their websites.
Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time.
The terms of our acceptance criteria are subject to change at any time without prior notice.
All decisions for acceptance into the Program will be made within our sole discretion.
If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our Site unless you are approved for the Program.
As a member of the Affiliate Program, you grant Grandmasbakeshoppe.com and Beatricebakery.com permission to distribute any email communication directly to you that Grandmasbakeshoppe.com and Beatricebakery.com determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.
2. Links on Your Website or Third Party Websites
Upon acceptance into the Program, we will make available to you Qualified Links that are subject to the terms and conditions of this Agreement via ShareASale. A "Qualified Link" is a link from a website to our Site made available through ShareASale communications and assets. All Qualified Links must link directly and exclusively to Grandmasbakeshoppe.com or Beatricebakery.com and be made available via ShareASale. If you use a Qualified Link without our consent and not provided through ShareASale, without seeking explicit authorization, your continued use of that Qualified Link shall be considered a breach of this Agreement. However, continued use of the Qualified Link will nonetheless subject such websites to the Terms and Conditions of this Agreement.
The Qualified Links will serve to identify your website as a member of the Program and will establish a link from a website to our Site. All Qualified Links that you will use in the Program will be provided to you from ShareASale platform or by other means selected by us. You also agree that you will display on the website containing the Qualified Link only those logos, trade names, trademarks, graphic images and similar identifying material ("Licensed Materials") that are provided through the ShareASale platform, and you will substitute such images with any new materials provided through the ShareASale platform from time to time throughout the term of this Agreement. A web widget that is pre-approved in writing by Grandmasbakeshoppe.com and Beatricebakery.com for use on your website may be considered a Qualified Link for purposes of this Agreement. Accordingly, web widgets are subject to all of the Terms and Conditions of this Agreement that apply to Qualifying Links.
Only valid Qualified Links will be tracked for purposes of determining Commissions that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program.
Only Qualified Links may be used to link a website to areas within our Site. You may not link directly to Grandmasbakeshoppe.com and Beatricebakery.com without use of a Qualifying Link. You may post as many Qualified Links to our Site as you like on a website, provided that you ensure that each website containing a Qualified Link posted by you meets the terms of this Agreement, including without limitation, that such website does not fall into the "unsuitable website" category described in Section 1, does not fall into the "prohibitions" set forth in Section
3, and you take responsibility for all websites on which you post a Qualified Link in accordance with Section 8. The position, prominence and nature of links on a website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.
You acknowledge that, by participating in the Program and placing a link to Grandmasbakeshoppe.com or Beatricebakery.com (or any category page therein) on any website through use of a Qualified Link, we may receive information from or about visitors to such website or communications between such website 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 any and all such information, consistent with the policies and procedures set forth in our Privacy Policy located in the footer of the Grandmasbakeshoppe.com and Beatricebakery.com Site.
3. Prohibitions
You understand and acknowledge that this Agreement is made between you and Beatrice Bakery Company, and is solely for the purpose of allowing you to link to the Grandmasbakeshoppe.com and Beatricebakery.com Site.
As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:
A. General Prohibitions.
You may NOT:
• purchase products or services sold or promoted on Grandmasbakeshoppe.com and Beatricebakery.com through a Qualified Link for resale or commercial use of any kind including Amazon.
• engineer any website containing a Qualified Link in such a manner that pulls Internet traffic away from Grandmasbakeshoppe.com and Beatricebakery.com;
• publish, link to, sell, otherwise distribute, or place a Qualified Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
• publish, link to, sell, otherwise distribute, or place a Qualified Link on any social networking sites, including, but not limited to, Facebook, Twitter, Instagram,etc.
• attempt to modify or alter our Site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Specific request may be made in writing to, Attn: Affiliate Program Manager, 201 S 5th Street, Beatrice, NE 68310
• "scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
• participate in Yahoo's Search Submit Pro (SSP) Search Marketing Program;
• place ads on, or participate in any way in, AdNetworks or Search Content Networks, or primarily discount or coupon sites;
• employ, use or place any web browser add-ons, toolbars or pop-ups on your website;
• link any Qualified Link to any website other than our Site, including, for example, your own website;
• bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
• engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualified Link that directs the user to sites like Grandmasbakeshoppe.com and Beatricebakery.com).
• employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Commissions to or from any website;
• use any Trademark (as defined in Exhibit A), or any Licensed Materials (as defined in Section 2), provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale occurring on your website, whether or not you then have the item fulfilled through Grandmasbakeshoppe.com and Beatricebakery.com;
• without the prior written approval of Grandmasbakeshoppe.com and Beatricebakery.com, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Grandmasbakeshoppe.com and Beatricebakery.com in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that Grandmasbakeshoppe.com and Beatricebakery.com, was the creator or sponsor of such advertisement;
• re-distribute Licensed Materials (as defined in Section 2) to websites which can reasonably be viewed as Grandmasbakeshoppe.com and Beatricebakery.com’s competitors
• re-distribute, display or syndicate Licensed Materials and/or Grandmasbakeshoppe.com and Beatricebakery.com's datafeed, including any product information set forth therein, to any third party partner, network or agency;
• employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause ShareASale's tracking systems to conclude that a user has clicked through a Qualified Link- and to pay commissions accordingly - even if the user has not actually clicked through any such link);
• install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
• display any material on a website containing a Qualified Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
• without the prior written approval of Grandmasbakeshoppe.com and Beatricebakery.com, use any widgets on your website that: (a) include any Trademarks (as defined in Exhibit A); (b) include any Licensed Materials (as defined in Section 2); or (c) directly or indirectly send traffic to Grandmasbakeshoppe.com and Beatricebakery.com;
• post, publish, link to or place a Qualified Link on the Beatrice Bakery Facebook page;
• forward, redistribute, or otherwise repurpose any or all Qualified Links to any third party;
B. Prohibitions Regarding Use of Electronic Communications
Electronic Communication includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance Grandmasbakeshoppe.com and Beatricebakery.com's express written permission. Such requests must be made in writing and sent to Grandmasbakeshoppe.com and Beatricebakery.com, Attn: Affiliate Program Manager, 201 S 5th Street, Beatrice, NE 68310. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the ShareASale Membership Agreement, as amended. You may not:
• generate or use Electronic Communication using or containing Trademarks (as defined in Exhibit A), or any variation or misspelling thereof, or products, or any of the Qualified Links or URLS provided to you as part of the Program;
• send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Grandmasbakeshoppe.com and Beatricebakery.com was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
• forward, redistribute, or otherwise repurpose any Electronic Communication that Grandmasbakeshoppe.com and Beatricebakery.com sends to its affiliates and/or customers; and
• generate or send any unsolicited Electronic Communication (spam) under this Agreement
C. Prohibitions regarding use of Trademarks (as defined in Exhibit A)
In addition to the requirements and prohibitions regarding use of the Trademarks set forth in Exhibit A, and incorporated herein by reference, you may NOT:
• use the Trademarks in any manner not expressly authorized by this Agreement.
• use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;
• bid on keywords as further detailed in Exhibit A;
• bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
• use Grandmasbakeshoppe.com and Beatricebakery.com, trade names, trademarks, graphic images, product images, product references and similar identifying material unless expressly and specifically provided by Grandmasbakeshoppe.com and Beatricebakery.com for use in the Program, unless used within a keyword string.
In addition, you are bound to act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM"). You shall protect, defend, indemnify and hold 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 arising out of any content or activity by you or on your website or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for violations of third party intellectual property rights, and rights of privacy, including but not limited to CAN-SPAM.
We will be responsible for all aspects of order processing and fulfillment of orders placed by customers who follow your Qualified Links to the Grandmasbakeshoppe.com and Beatricebakery.com Site in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. Through the ShareASale platform, you have the ability to track sales made to customers who purchase products using your Qualified Links and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualified Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through The ShareASale platform and may vary from time to time in our and/or the ShareASale platform 's reasonable discretion. Grandmasbakeshoppe.com and Beatricebakery.com is not responsible for any changes that the ShareASale platform's format, timing, or types of reports available to members of the ShareASale platform and Grandmasbakeshoppe.com and Beatricebakery.com’s Affiliates. Grandmasbakeshoppe.com and Beatricebakery.com 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.
4. Commissions
Commissions are guided by the ShareASale platform agreement.
5. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Beatrice Bakery Company, Grandmasbakeshoppe.com and Beatricebakery.com without affecting their status as your customer. Accordingly, all Grandmasbakeshoppe.com and Beatricebakery.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Grandmasbakeshoppe.com and Beatricebakery.com. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
6. Limited License; Restrictions
We grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualified Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials (as defined in Section 2), only as provided to you by us, through the ShareASale platform, or by other means selected by us, and solely for the purpose of identifying your website as a Program participant and to assist in generating the sale of Grandmasbakeshoppe.com and Beatricebakery.com products.
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 of our rights in the Licensed Materials and of our 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. You agree to follow our Trademark Requirements in Exhibit A, as those may change from time to time. We may revoke your license at any time by giving you written notice.
7. Identifying Yourself as an Affiliated Site
You may not make any press release with respect to this Agreement or your participation in the Affiliate Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our Rules Regarding Affiliate Communications and Promotion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Grandmasbakeshoppe.com and Beatricebakery.com supports, sponsors, endorses or contributes money to any charity or other cause).
8. Responsibility for Your Website or a Third Party Website on which you place a Qualified Link("Third Party Site")
You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:
• the technical operation of your website and all related equipment;
• creating and posting product descriptions on your website or a Third Party Site and linking those descriptions to our Site;
• updating product information, content and item descriptions (including, but not limited to, product price and availability) within 24 hours of any update of such product information, content and/or item description at Grandmasbakeshoppe.com and Beatricebakery.com or from datafeed content provided through ShareASale platform;
• the accuracy, timeliness and appropriateness of content posted on your website (including, among other things, all product-related materials);
• ensuring that materials posted on your website or a Third Party 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), or any term of this Agreement;
• monitoring your website content and the content of a Third Party Site to ensure your website or the Third Party Site does not publish, link to, sell or otherwise distribute Objectionable Content (as defined in Section 3);
• removing any Licensed Materials and Trademarks from your website or a Third Party Site as soon as any Objectionable Content appears on the website
• notifying us and The ShareASale Network of any Objectionable Content that appears or appeared on your website or a Third Party Site at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
• ensuring that content posted on your website or a Third Party Site is not libelous or otherwise illegal; and
• notifying us and The ShareASale platform of any malfunctioning of the Qualified Links or other problems with your participation in the Program in accordance with the terms of this Agreement.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your website.
9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party and as stipulated on the ShareASale platform. You are only eligible to earn Commissions on sales of Qualifying Products occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. 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 ShareASale platform OR our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Commissions, Commission 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 AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are 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 website or otherwise, that reasonably would contradict anything in this Section.
12. Indemnification
You acknowledge that by entering into and performing its obligations under this Agreement, we do 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 website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.
13. Limitation of Liability
We 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 the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Commissions paid or payable to you under this Agreement.
14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
15. 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 (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Nebraska, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Gage County, Nebraska and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
17. Publicity
You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.
18. 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 and purchase history, 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. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Grandmasbakeshoppe.com and Beatricebakery.com.
19. Remedies to Grandmasbakeshoppe.com and Beatricebakery.com
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Commissions due to you; or (c) the commencement of an action by Grandmasbakeshoppe.com and Beatricebakery.com against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.
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Exhibit A - Trademark Requirements
These requirements apply to your use of Grandmasbakeshoppe.com and Beatricebakery.com and other trademarks and service marks belonging to Beatrice Bakery Corporate (the "Trademarks") in content that has been approved by us.
1. You may use the Trademarks only for purposes expressly authorized by us.
2. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
3. You may not display the Trademarks in any manner that implies endorsement of your website or business by Grandmasbakeshoppe.com and Beatricebakery.com outside of your involvement in the Program.
4. You may not use the Trademarks to disparage Grandmasbakeshoppe.com and Beatricebakery.com, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks.
5. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may not place the Grandmasbakeshoppe.com and Beatricebakery.com name or logo adjacent to competitive brands without prior written approval to be obtained from us addressed to: ShareASale Beatrice Bakery, 201 S.5th St, Beatrice, NE 68310 and subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
6. You must use the TM symbol next to the trademarks.
7. You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit.
8. You may not bid on any keyword or on any Pay per Click Search Engines (PPCSEs) where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below in Section 15). Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone.
9. You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter for "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks.
10. You may not bid on any keyword or on any PPCSEs that is one of our competitors' trademarks (or a derivation of a competitor's trademark), or any other word or term that is likely to cause confusion regarding its affiliation with the competitor.
11. You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale",or "coupons" or any similar words which convey the same intent.
12. Grandmasbakeshoppe.com and Beatricebakery.com may, in its sole discretion, terminate you or withhold payment of your Commissions for the days that we determine that you were bidding in violation of the keyword bidding requirements above.
We reserve the right in our sole discretion to modify these requirements at any time.
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Exhibit B - Networks & Sub-Affiliates
These requirements apply to your use of the Program as a Network. A "Network" is defined as any affiliate that operates one or more websites as sub-affiliates through one (1) Application to the Program.
1. You agree to all the terms and conditions of this Agreement, including all attached Exhibits, on behalf of all sub-affiliates operating under the Network and are responsible for any action or inaction by such sub-affiliates.
2. You must seek prior written approval from Grandmasbakeshoppe.com and Beatricebakery.com before choosing to operate as a Network. Such requests must be made in writing and sent to Grandmasbakeshoppe.com and Beatricebakery.com, Attn: Affiliate Program Manager, 201 S. 5th Street, Beatrice, NE 68310
3. You must provide to Grandmasbakeshoppe.com and Beatricebakery.com a list of all sub-affiliates working within your Network within twenty-four (24) hours of any request from Grandmasbakeshoppe.com and Beatricebakery.com.
4. Any violation of this Agreement by any sub-affiliate may result in immediate termination of the entire Network from the Program.
Last Updated: July 18, 2023