The Echo Design Group, Inc
Program Terms
Echo Design Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the Echo Design affiliate marketing program (the "Program").
Please read this Agreement carefully. By participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with The Echo Design Group, Inc. ("Echo Design" or "we" or "us" or "our"). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.
1. PARTICIPATION
In order to apply for to this Program, you must first sign up as an affiliate of ShareASale.com, Inc., an Illinois corporation ("ShareASale") and you must agree to ShareASale’s Terms of Use Agreement (the "ShareASale Agreement").
You may apply to participate in the Program by providing all the information required by ShareASale in connection with becoming a ShareASale affiliate and by accepting the terms of this Agreement. If you apply to the program, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:
Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
Mislead customers as to the products or services available on Your Website or on the Echo Design website, located at www.echonewyork.com (the "Echo Design Site").
3. LINKING TO ECHONEWYORK.COM
Upon acceptance into the Program, links will be made available to you through the ShareASale affiliate website. Your acceptance in our Program means you agree to abide by the following.
You will only use linking code obtained from the ShareASale affiliate website without manipulation.
All domains that use your affiliate link must be listed in your affiliate profile on the ShareASale affiliate website.
Affiliates may not advertise our products on websites that they do not own. For example, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegabber.
Your Website will not in any way copy, resemble, or mirror the look and feel of the Echo Design Site. You will also not use any means to create the impression that Your Website is the Echo Design Site or any part of the Echo Design Site including, without limitation, framing the Echo Design Site in any manner.
You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
You may not use your affiliate links to claim commissions for your own purchases on Echo Design.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, you must observe our PPC guidelines.
You may not:
Bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network.
Use our Trademarks in sequence with any other keyword (e.g. Echo Design Coupons).
Use our Trademarks in your ad title, ad copy, display name or as the display URL.
Direct link to the Echo Design Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
Bid in any manner appearing higher than Echo Design for any search term in position 1-5 in any auction style PPC advertising program.
If your PPC campaigns are automated, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly encourage you to add our Trademarks as negative keywords. We have a stringent no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, your participation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Echo Design grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Echo Design during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between Echo Design and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to Echo Design's prior written approval. Except for the limited license provided in this Agreement, Echo Design reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Echo Design. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violates any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means "Echo," “Echo Design, ” "echonewyork.com," the Echo Design logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Echo Design as Echo Design may from time to time notify you to be Trademarks within the meaning of this Agreement.
6. COUPON GUIDELINES
If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Echo Design Site.
Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (for example echonewyork.website.com or www.echonewyork-coupons.com) for Your Website is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Echo Design grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. Echo Design may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
You may only use the Promotional Materials to promote the Echo Design Site (and the products available thereon), and for linking to the Echo Design Site.
You shall use only such links to the Echo Design Site as are provided to you by Echo Design.
You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Echo Design without consent from Echo Design. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from Echo Design for such alteration of modification.
You shall not use the Promotional Materials to promote the Echo Design Site (and the products available thereon) to customers who are not physically located in the United States.
9. REVERSALS & COMMUNICATION
Echo Design reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect a response from you within 72 hours or your participation will be suspended. Below are violations of this communication policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question if any of the above applies. We understand many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate measurements and processes in place to address these issues.
10. INTELLECTUAL PROPERTY
Echo Design retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Echo Design and you. You shall provide services for Echo Design as an independent contractor. You shall have no authority to bind Echo Design to any agreement, nor shall you be considered to be an agent of Echo Design in any respect.
12. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by Echo Design to you) to the Echo Design Site and successfully completes a purchase for which Echo Design receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your ShareASale affiliate program located on the ShareASale affiliate website. Echo Design reserves the right to modify the Commission rate from time to time, in its sole discretion. Echo Design is responsible for authorizing Commission payments and ShareASale will be solely responsible for fulfilling and transferring all Commission payments in accordance with the ShareASale Agreement. Echo Design will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Echo Design, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
13. AFFILIATE STATE LIMITATIONS
Due to local state tax laws, we unfortunately are not accepting affiliates residing in Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island and Vermont. If at any time following your enrollment in the Program you become a resident of Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island or Vermont you will become ineligible to participate in the Program and your participation in the Program will automatically terminate, on the date you establish residency in that State. In addition, you must promptly notify us in writing of your Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island or Vermont residency, which you may do via the ShareASale affiliate website.
14. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL ECHO DESIGN BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS OR LOST DATA AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ECHO DESIGN'S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. ECHO DESIGN DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH ECHO DESIGN WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. ECHO DESIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ECHO DESIGN WHATSOEVER. ECHO DESIGN’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT
WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE
HEREUNDER.
15. INDEMNIFICATION
YOU SHALL INDEMNIFY AND HOLD HARMLESS ECHO DESIGN, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS ECHO DESIGN FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS, OR THE VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF EDITORIAL CONTENT OR OTHER MATERIALS OF YOUR SITE.
16. CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Echo Design. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
17. TERMINATION
Your participation in the Program shall begin upon your acceptance as an affiliate by Echo Design and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Echo Design, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Echo Design reserves the right to terminate the Program at any time upon notice to you and may withhold final payment for a reasonable time to ensure against cancellations and returns.
18. MODIFICATION
We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation represents acceptance of the revised term.
19. COMPLIANCE
In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
The CAN-SPAM Act of 2003
Section 5 of the FTC Act
The FTC's disclosure rules regarding endorsements
To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.
20. JURISDICTION
This Agreement is governed by the laws of the State of New York, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in New York, New York with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
21. GENERAL
a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Echo Design, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
c) Nonwaiver. Any failure by Echo Design to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
d) Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the ShareASale Agreement, the provisions of this Agreement shall prevail.
e) Notices. Any notices under this agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent it via certified mail, return receipt requested.
f) Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.
g) Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the Echo Design affiliate marketing program (the "Program").
Please read this Agreement carefully. By participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with The Echo Design Group, Inc. ("Echo Design" or "we" or "us" or "our"). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.
1. PARTICIPATION
In order to apply for to this Program, you must first sign up as an affiliate of ShareASale.com, Inc., an Illinois corporation ("ShareASale") and you must agree to ShareASale’s Terms of Use Agreement (the "ShareASale Agreement").
You may apply to participate in the Program by providing all the information required by ShareASale in connection with becoming a ShareASale affiliate and by accepting the terms of this Agreement. If you apply to the program, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:
Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
Mislead customers as to the products or services available on Your Website or on the Echo Design website, located at www.echonewyork.com (the "Echo Design Site").
3. LINKING TO ECHONEWYORK.COM
Upon acceptance into the Program, links will be made available to you through the ShareASale affiliate website. Your acceptance in our Program means you agree to abide by the following.
You will only use linking code obtained from the ShareASale affiliate website without manipulation.
All domains that use your affiliate link must be listed in your affiliate profile on the ShareASale affiliate website.
Affiliates may not advertise our products on websites that they do not own. For example, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegabber.
Your Website will not in any way copy, resemble, or mirror the look and feel of the Echo Design Site. You will also not use any means to create the impression that Your Website is the Echo Design Site or any part of the Echo Design Site including, without limitation, framing the Echo Design Site in any manner.
You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
You may not use your affiliate links to claim commissions for your own purchases on Echo Design.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, you must observe our PPC guidelines.
You may not:
Bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network.
Use our Trademarks in sequence with any other keyword (e.g. Echo Design Coupons).
Use our Trademarks in your ad title, ad copy, display name or as the display URL.
Direct link to the Echo Design Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
Bid in any manner appearing higher than Echo Design for any search term in position 1-5 in any auction style PPC advertising program.
If your PPC campaigns are automated, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly encourage you to add our Trademarks as negative keywords. We have a stringent no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, your participation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Echo Design grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Echo Design during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between Echo Design and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to Echo Design's prior written approval. Except for the limited license provided in this Agreement, Echo Design reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Echo Design. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violates any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means "Echo," “Echo Design, ” "echonewyork.com," the Echo Design logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Echo Design as Echo Design may from time to time notify you to be Trademarks within the meaning of this Agreement.
6. COUPON GUIDELINES
If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Echo Design Site.
Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (for example echonewyork.website.com or www.echonewyork-coupons.com) for Your Website is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Echo Design grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. Echo Design may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
You may only use the Promotional Materials to promote the Echo Design Site (and the products available thereon), and for linking to the Echo Design Site.
You shall use only such links to the Echo Design Site as are provided to you by Echo Design.
You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Echo Design without consent from Echo Design. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from Echo Design for such alteration of modification.
You shall not use the Promotional Materials to promote the Echo Design Site (and the products available thereon) to customers who are not physically located in the United States.
9. REVERSALS & COMMUNICATION
Echo Design reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect a response from you within 72 hours or your participation will be suspended. Below are violations of this communication policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question if any of the above applies. We understand many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate measurements and processes in place to address these issues.
10. INTELLECTUAL PROPERTY
Echo Design retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Echo Design and you. You shall provide services for Echo Design as an independent contractor. You shall have no authority to bind Echo Design to any agreement, nor shall you be considered to be an agent of Echo Design in any respect.
12. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by Echo Design to you) to the Echo Design Site and successfully completes a purchase for which Echo Design receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your ShareASale affiliate program located on the ShareASale affiliate website. Echo Design reserves the right to modify the Commission rate from time to time, in its sole discretion. Echo Design is responsible for authorizing Commission payments and ShareASale will be solely responsible for fulfilling and transferring all Commission payments in accordance with the ShareASale Agreement. Echo Design will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Echo Design, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
13. AFFILIATE STATE LIMITATIONS
Due to local state tax laws, we unfortunately are not accepting affiliates residing in Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island and Vermont. If at any time following your enrollment in the Program you become a resident of Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island or Vermont you will become ineligible to participate in the Program and your participation in the Program will automatically terminate, on the date you establish residency in that State. In addition, you must promptly notify us in writing of your Arkansas, Colorado, Connecticut, Illinois, North Carolina, Rhode Island or Vermont residency, which you may do via the ShareASale affiliate website.
14. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL ECHO DESIGN BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS OR LOST DATA AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ECHO DESIGN'S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. ECHO DESIGN DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH ECHO DESIGN WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. ECHO DESIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ECHO DESIGN WHATSOEVER. ECHO DESIGN’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT
WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE
HEREUNDER.
15. INDEMNIFICATION
YOU SHALL INDEMNIFY AND HOLD HARMLESS ECHO DESIGN, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS ECHO DESIGN FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS, OR THE VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF EDITORIAL CONTENT OR OTHER MATERIALS OF YOUR SITE.
16. CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Echo Design. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
17. TERMINATION
Your participation in the Program shall begin upon your acceptance as an affiliate by Echo Design and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Echo Design, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Echo Design reserves the right to terminate the Program at any time upon notice to you and may withhold final payment for a reasonable time to ensure against cancellations and returns.
18. MODIFICATION
We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation represents acceptance of the revised term.
19. COMPLIANCE
In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
The CAN-SPAM Act of 2003
Section 5 of the FTC Act
The FTC's disclosure rules regarding endorsements
To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.
20. JURISDICTION
This Agreement is governed by the laws of the State of New York, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in New York, New York with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
21. GENERAL
a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Echo Design, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
c) Nonwaiver. Any failure by Echo Design to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
d) Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the ShareASale Agreement, the provisions of this Agreement shall prevail.
e) Notices. Any notices under this agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent it via certified mail, return receipt requested.
f) Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.
g) Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.