Field Company
Program Terms
Field Wares LLC Affiliate Agreement
This Field Wares LLC Affiliate Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Field Wares LLC affiliate program (“Affiliate Program” or “Program”), which is operated through the SHAREASALE.COM Service (“ShareASale Network”) by SHAREASALE.COM, Inc. (“ShareASale”). This Agreement is made and entered into by Field Wares LLC (“Field Company”), a New York corporation, and you, the applicant. As used in this Agreement, "we", “us”, “our” and variations thereof means Field Company, and "you", “your” and variations thereof means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) the Field Company site located at the URL https://www.fieldcompany.com or such other site as Field Company might designate, or (b) the site that you will link to our Site and which you have identified in your Program application, or (c) the SHAREASALE.COM,Inc. Site located at https://account.shareasale.com/index.cfm.
ENROLMENT IN THE PROGRAM
To begin the enrolment process, you need to submit a complete Program application at the ShareASale Site. We will evaluate your application and will notify you through the ShareASale Site of your acceptance or rejection. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; (h) contain software downloads that potentially enable diversions of commissions from other sites, (i) include "Field Company", "Field Wares LLC", "fieldcompany.com" or "Fieldcompany.com," or variations or misspellings thereof, in their domain names; or (j) have a clear stated mission that is in part to support religious or politically active causes, as represented on the homepage or one of the key landing pages.
By submitting an application to participate in this Affiliate Program, you represent, warrant, covenant and agree that (i) all information that you provide to us or ShareASale in connection with your participation application and/or participation in the Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legally binding and enforceable agreement against you in accordance with its terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a material breach or violation of any other material agreement, arrangement or understanding to which you are bound.
AGREEMENTS FOLLOWING ACCEPTANCE
The following terms and conditions will be effective if and only if Field Company accepts your application. By applying to be a Field Company Affiliate, you agree to be bound and abide by such terms and conditions. If you do not agree with any of the terms or conditions set forth herein, do not join this Affiliate Program.
1. Links on Your Site. To permit accurate tracking, reporting and commission accrual, we will authorize ShareASale to give you access on the ShareASale Site to special "tagged" link formats or other code ("Special Links") to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such Special Link formats. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Each Special Link, as viewed by a customer, will be in the form of a Field Company logo, text link or product provided by us. The Field Company logo for each Special Link will be served by ShareASale servers, which can only be accessed by using the special "tagged" link formats. You agree only to use the Field Company logos and images provided by us via the ShareASale Site, and you further agree not to obtain or use ShareASale logos or images from any other source without our prior written approval. Your Site's title and other trademarks and linking logos must appear at least as prominently as the Field Company logo that is used to create the Special Link.
2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. ShareASale will track sales made to customers who purchase products using Special Links from your Site to our Site and will be solely responsible for making available to you reports (if any) summarizing this sales activity through the ShareASale Network. The form, content and frequency of the reports may vary from time to time. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Field Company.
3. Commission. We will pay you a sale commission on certain product sales to customers as provided in Section 2, provided the sale is within the tracking gap specified by us from time to time on the ShareASale Network (“Tracking Gap”). For a product sale to be eligible to earn a sale commission, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us by the Tracking Gap ("Qualifying Purchase"). We may not, however, pay sale commission or other fees on any products that are subsequently purchased after the customer has re-entered the Field Company Site other than through a Special Link from your Site, even if the customer previously followed a Special Link from your Site to the Field Company Site. We may not pay a sale commission if we are unable to verify the referring Traffic Source via ShareASale network.
For you to be eligible to earn a lead commission (if applicable), we must have specified a lead commission for our Program on the ShareASale Network which is applicable to you, the customer must follow a Special Link from your Site to our Site, and complete the designated form (or other field) required.
You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind, or complete designated forms or other fields the subject of a lead commission.
4. Commission. You agree and acknowledge that the commission you earn pursuant to Section 3 will be in amounts established by us and posted on the ShareASale Network, unless we have agreed in writing that a different commission shall apply to you. The relevant commission specified on the ShareASale Site is incorporated into this Agreement by reference. We reserve the right to modify the commission at any time in our sole discretion upon prior notice to you.
The sale commission shall be calculated as a percentage of "qualifying revenues," which are revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt and promotional discounts as advertised.
5. Commission Payment. Commissions will be paid through the ShareASale Site subject to the terms of our Merchant Services Agreement with ShareASale (as amended from time to time). The Merchant Services Agreement currently specifies that commissions will be paid monthly, on the 20th of each month, provided the Affiliate’s account balance is equal to or greater than $50 for the previous months transactions. If a product that generated a commission is returned or order cancelled by a customer, we may reverse a commission or deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we reserve the right to send you a bill for the returned product commission (which you agree to pay on demand).
6. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Field Company rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. 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. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
7. Field Company Marks. The trademarks, trade names, designs and logos made available to you through the ShareASale Site from time to time, that are used or owned by Field Company or its wholly owned subsidiaries ("Field Company Marks") are proprietary marks of Field Company. Subject to the terms and conditions of this Agreement, Field Company grants you a limited non-exclusive, nontransferable, revocable license to use the Field Company Marks during the term of this Agreement, solely for the purpose of generating the sale of our products from your Site or completing forms or fields designated by us where we have agreed you shall earn a lead commission. You will not (a) modify the Field Company Marks, or (b) cause any act or thing that would impair our rights in the Field Company Marks or damage the reputation for quality inherent in the Field Company Marks. Further, you acknowledge (a) your use of Field Company Marks does not convey to you any right, title or interest in or to the Field Company Marks; (b) Field Company ownership of the Field Company Marks, (c) you may not contest the Field Company Marks, register or attempt to register in any jurisdiction any Field Company Mark or any confusingly similar mark or trade name; (d) you agree to identify the Field Company Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Field Company Marks except as provided in Section 1; and (f) you may not transfer, assign or sublicense your licence to use the Field Company Marks. Your use of the Field Company Marks, including all goodwill associated with such use, shall inure solely to Field Company.
8. Customer and Sales Information. We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Field Company Site from a link from your Site ("Affiliate Customers") and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Field Company grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes (to the extent such Sales Information is provided by ShareASale to you). You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Field Company’s prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of Field Company or otherwise unless granted previous approval by Field Company. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
9. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the "Creatives") are up to date with what is offered by Field Company in the ShareASale Network; (c) ensuring all Creatives work effectively and link directly to the Field Company Site (or other site designated by Field Company), unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations.
We disclaim all liability for the matters stated in this Section 9. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance and contents of your Site.
10. You may not use the fieldcompany.com or the Field Company name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, without our prior written consent, you may NOT post Field Company sales, promotions or coupons on your site; you may NOT purchase domain names that have Field Company variations or misspellings in them which are solely intended to direct traffic away from the fieldcompany.com; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and reviewed by Field Company; you may NOT use Field Company's name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use Field Company’s name, or any variation thereof, in hidden text or source code; you may NOT use Field Company's name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from Field Company; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy than fieldcompany.com; you may NOT purchase any keywords on search sites related to Field Company, its products or any variation thereof. You may not launch the fieldcompany.com site directly from search engine listings or from your site unless the visitor clicks through a Field Company banner, logo or product. Field Company may, in its sole discretion, suspend Your account and/or withhold commission if, it in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement.
11. You may NOT utilize in connection with your Site or the promotion of our Site: (a) any framing technology that frames fieldcompany.com or other technology which creates the appearance that a visitor to your website is visiting our Site; (b) any software that gathers information through the customer's Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person's computer, (ii) causing spyware to be installed on another person's computer, or (iii) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or (d) browser-embedded contextual targeting applications or other applications which serve "Advertising" on Field Company's competitors Sites or on any other Site other than your Site. "Advertising" means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser;(e) any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
12. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Field Company may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn commission on sales occurring, or leads completed (if applicable), during the term of this Agreement, and commission earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, Field Company Marks, and other Field Company intellectual property or brand features from your Site, (c) Field Company shall immediately remove any of your logos, marks, and brand features from the Field Company site (if any that relate to your participation in the Program), and (d) Sections 6 through 25 will survive such termination. Field Company may withhold commission fees at termination if Field Company, in its sole discretion, believes explicit provisions of this Agreement have been breached and such commission fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, Field Company shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this Agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this Agreement.
13. Modification. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes to the Site. Field Company may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the ShareASale Site; (b) changing the date of this Agreement on the ShareASale Site; or (c) by giving you notice of the change or modification through the ShareASale Network. Modifications may include, for example, changes in the scope of available commission, commission amounts, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability. We will not be liable for indirect, special or consequential damages arising in connection with this Agreement, the Program or ShareASale, 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 commission fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.
16. Disclaimers. We make no express or implied warranties or representations with respect to ShareASale, the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 or the ShareASale Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.
17. 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 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.
18. Assignment and Successors. 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 be enforceable against, the parties and their respective successors and assigns.
19. Scope of Agreement. This Agreement, the Tracking Gap and the commission specified on the ShareASale Network as the commission applicable to your participation subject to our acceptance of your application constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us, unless we have entered into any supplementary written agreements.
20. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8, 10 or 11 will cause irreparable harm to Field Company, and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Field Company, will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.
21. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.
22. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the ShareASale Network. Notice shall be deemed given one business day after such notice was sent via the ShareASale Network by the sending party.
23. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the federal or state courts located in New York, and you irrevocably consent to the jurisdiction of such courts.
24. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
This Field Wares LLC Affiliate Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Field Wares LLC affiliate program (“Affiliate Program” or “Program”), which is operated through the SHAREASALE.COM Service (“ShareASale Network”) by SHAREASALE.COM, Inc. (“ShareASale”). This Agreement is made and entered into by Field Wares LLC (“Field Company”), a New York corporation, and you, the applicant. As used in this Agreement, "we", “us”, “our” and variations thereof means Field Company, and "you", “your” and variations thereof means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) the Field Company site located at the URL https://www.fieldcompany.com or such other site as Field Company might designate, or (b) the site that you will link to our Site and which you have identified in your Program application, or (c) the SHAREASALE.COM,Inc. Site located at https://account.shareasale.com/index.cfm.
ENROLMENT IN THE PROGRAM
To begin the enrolment process, you need to submit a complete Program application at the ShareASale Site. We will evaluate your application and will notify you through the ShareASale Site of your acceptance or rejection. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; (h) contain software downloads that potentially enable diversions of commissions from other sites, (i) include "Field Company", "Field Wares LLC", "fieldcompany.com" or "Fieldcompany.com," or variations or misspellings thereof, in their domain names; or (j) have a clear stated mission that is in part to support religious or politically active causes, as represented on the homepage or one of the key landing pages.
By submitting an application to participate in this Affiliate Program, you represent, warrant, covenant and agree that (i) all information that you provide to us or ShareASale in connection with your participation application and/or participation in the Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legally binding and enforceable agreement against you in accordance with its terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a material breach or violation of any other material agreement, arrangement or understanding to which you are bound.
AGREEMENTS FOLLOWING ACCEPTANCE
The following terms and conditions will be effective if and only if Field Company accepts your application. By applying to be a Field Company Affiliate, you agree to be bound and abide by such terms and conditions. If you do not agree with any of the terms or conditions set forth herein, do not join this Affiliate Program.
1. Links on Your Site. To permit accurate tracking, reporting and commission accrual, we will authorize ShareASale to give you access on the ShareASale Site to special "tagged" link formats or other code ("Special Links") to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such Special Link formats. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Each Special Link, as viewed by a customer, will be in the form of a Field Company logo, text link or product provided by us. The Field Company logo for each Special Link will be served by ShareASale servers, which can only be accessed by using the special "tagged" link formats. You agree only to use the Field Company logos and images provided by us via the ShareASale Site, and you further agree not to obtain or use ShareASale logos or images from any other source without our prior written approval. Your Site's title and other trademarks and linking logos must appear at least as prominently as the Field Company logo that is used to create the Special Link.
2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. ShareASale will track sales made to customers who purchase products using Special Links from your Site to our Site and will be solely responsible for making available to you reports (if any) summarizing this sales activity through the ShareASale Network. The form, content and frequency of the reports may vary from time to time. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Field Company.
3. Commission. We will pay you a sale commission on certain product sales to customers as provided in Section 2, provided the sale is within the tracking gap specified by us from time to time on the ShareASale Network (“Tracking Gap”). For a product sale to be eligible to earn a sale commission, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us by the Tracking Gap ("Qualifying Purchase"). We may not, however, pay sale commission or other fees on any products that are subsequently purchased after the customer has re-entered the Field Company Site other than through a Special Link from your Site, even if the customer previously followed a Special Link from your Site to the Field Company Site. We may not pay a sale commission if we are unable to verify the referring Traffic Source via ShareASale network.
For you to be eligible to earn a lead commission (if applicable), we must have specified a lead commission for our Program on the ShareASale Network which is applicable to you, the customer must follow a Special Link from your Site to our Site, and complete the designated form (or other field) required.
You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind, or complete designated forms or other fields the subject of a lead commission.
4. Commission. You agree and acknowledge that the commission you earn pursuant to Section 3 will be in amounts established by us and posted on the ShareASale Network, unless we have agreed in writing that a different commission shall apply to you. The relevant commission specified on the ShareASale Site is incorporated into this Agreement by reference. We reserve the right to modify the commission at any time in our sole discretion upon prior notice to you.
The sale commission shall be calculated as a percentage of "qualifying revenues," which are revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt and promotional discounts as advertised.
5. Commission Payment. Commissions will be paid through the ShareASale Site subject to the terms of our Merchant Services Agreement with ShareASale (as amended from time to time). The Merchant Services Agreement currently specifies that commissions will be paid monthly, on the 20th of each month, provided the Affiliate’s account balance is equal to or greater than $50 for the previous months transactions. If a product that generated a commission is returned or order cancelled by a customer, we may reverse a commission or deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we reserve the right to send you a bill for the returned product commission (which you agree to pay on demand).
6. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Field Company rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. 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. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
7. Field Company Marks. The trademarks, trade names, designs and logos made available to you through the ShareASale Site from time to time, that are used or owned by Field Company or its wholly owned subsidiaries ("Field Company Marks") are proprietary marks of Field Company. Subject to the terms and conditions of this Agreement, Field Company grants you a limited non-exclusive, nontransferable, revocable license to use the Field Company Marks during the term of this Agreement, solely for the purpose of generating the sale of our products from your Site or completing forms or fields designated by us where we have agreed you shall earn a lead commission. You will not (a) modify the Field Company Marks, or (b) cause any act or thing that would impair our rights in the Field Company Marks or damage the reputation for quality inherent in the Field Company Marks. Further, you acknowledge (a) your use of Field Company Marks does not convey to you any right, title or interest in or to the Field Company Marks; (b) Field Company ownership of the Field Company Marks, (c) you may not contest the Field Company Marks, register or attempt to register in any jurisdiction any Field Company Mark or any confusingly similar mark or trade name; (d) you agree to identify the Field Company Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Field Company Marks except as provided in Section 1; and (f) you may not transfer, assign or sublicense your licence to use the Field Company Marks. Your use of the Field Company Marks, including all goodwill associated with such use, shall inure solely to Field Company.
8. Customer and Sales Information. We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Field Company Site from a link from your Site ("Affiliate Customers") and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Field Company grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes (to the extent such Sales Information is provided by ShareASale to you). You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Field Company’s prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of Field Company or otherwise unless granted previous approval by Field Company. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
9. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the "Creatives") are up to date with what is offered by Field Company in the ShareASale Network; (c) ensuring all Creatives work effectively and link directly to the Field Company Site (or other site designated by Field Company), unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations.
We disclaim all liability for the matters stated in this Section 9. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance and contents of your Site.
10. You may not use the fieldcompany.com or the Field Company name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, without our prior written consent, you may NOT post Field Company sales, promotions or coupons on your site; you may NOT purchase domain names that have Field Company variations or misspellings in them which are solely intended to direct traffic away from the fieldcompany.com; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and reviewed by Field Company; you may NOT use Field Company's name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use Field Company’s name, or any variation thereof, in hidden text or source code; you may NOT use Field Company's name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from Field Company; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy than fieldcompany.com; you may NOT purchase any keywords on search sites related to Field Company, its products or any variation thereof. You may not launch the fieldcompany.com site directly from search engine listings or from your site unless the visitor clicks through a Field Company banner, logo or product. Field Company may, in its sole discretion, suspend Your account and/or withhold commission if, it in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement.
11. You may NOT utilize in connection with your Site or the promotion of our Site: (a) any framing technology that frames fieldcompany.com or other technology which creates the appearance that a visitor to your website is visiting our Site; (b) any software that gathers information through the customer's Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person's computer, (ii) causing spyware to be installed on another person's computer, or (iii) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or (d) browser-embedded contextual targeting applications or other applications which serve "Advertising" on Field Company's competitors Sites or on any other Site other than your Site. "Advertising" means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser;(e) any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
12. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Field Company may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn commission on sales occurring, or leads completed (if applicable), during the term of this Agreement, and commission earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, Field Company Marks, and other Field Company intellectual property or brand features from your Site, (c) Field Company shall immediately remove any of your logos, marks, and brand features from the Field Company site (if any that relate to your participation in the Program), and (d) Sections 6 through 25 will survive such termination. Field Company may withhold commission fees at termination if Field Company, in its sole discretion, believes explicit provisions of this Agreement have been breached and such commission fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, Field Company shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this Agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this Agreement.
13. Modification. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes to the Site. Field Company may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the ShareASale Site; (b) changing the date of this Agreement on the ShareASale Site; or (c) by giving you notice of the change or modification through the ShareASale Network. Modifications may include, for example, changes in the scope of available commission, commission amounts, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability. We will not be liable for indirect, special or consequential damages arising in connection with this Agreement, the Program or ShareASale, 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 commission fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.
16. Disclaimers. We make no express or implied warranties or representations with respect to ShareASale, the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 or the ShareASale Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.
17. 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 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.
18. Assignment and Successors. 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 be enforceable against, the parties and their respective successors and assigns.
19. Scope of Agreement. This Agreement, the Tracking Gap and the commission specified on the ShareASale Network as the commission applicable to your participation subject to our acceptance of your application constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us, unless we have entered into any supplementary written agreements.
20. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8, 10 or 11 will cause irreparable harm to Field Company, and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Field Company, will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.
21. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.
22. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the ShareASale Network. Notice shall be deemed given one business day after such notice was sent via the ShareASale Network by the sending party.
23. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the federal or state courts located in New York, and you irrevocably consent to the jurisdiction of such courts.
24. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.