Affiliate Program Agreement
This Affiliate Program Agreement ("Agreement"), and its accompanying terms and conditions, is a binding agreement between you (“you”, “your” or “Affiliate”) and Nasco Education LLC and its related entities (hereinafter referred to as “Company” “we” or “our”). This Agreement and the AvantLink Terms of Use Agreement contain the entire agreement between you and the Company with respect to the subject matter hereof, namely the “Affiliate Program” of the Company of which you will be participating in. The submission of your Affiliate Program Application shall constitute your agreement to be bound by the terms and conditions of this Agreement.
BY CLICKING THE "I ACCEPT" BOX, WHEN SUBMITTING THE AFFILIATE PROGRAM APPLICATION YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
Definitions
Customer: The user sent to the Company site via Affiliate link
Affiliate / You: The publisher advertising links/promotions of the Company
Affiliate Site: any website or webpage controlled by You.
Website: www.eNasco.com or any other site that Company may decide in the future is applicable to the Affiliate Program. The Company will provide notice to the Affiliate of any additional websites that are part of, or are no longer a part of, the Affiliate Program and this Agreement.
Trademarks: The trademarks of the Company, including but not limited to, “Nasco”, “eNasco”, “Whirl-pak”, “Life/form”, “Simulaids” and “Mac-T”.
1. Enrollment in the Affiliate Program
First, you need to submit a complete Affiliate Program Application. We will evaluate your application and will notify you of your acceptance or rejection in 1 to 2 business days. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program for any reason.
If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
2. Marketing
By participating in the Affiliate Program, you agree to:
- Provide links on your Affiliate Site to the Website.
- Advertise and promote the Website, and the goods on the Website, consistent with good business practice, and in a manner that reflects favorably at all times on goods and the good name, goodwill and reputation of the Company.
- Observe all directions and instructions given to you by the Company in relation to the advertisement and promotion of the Website, and the goods on the Website.
3. Prohibited Content and Activities
Affiliate Sites must not:
- Promote sexually explicit material or violence.
- Promote discrimination based on race, sex, religion, national origin, or physical disability. - Promote illegal activities.
- Contain verbiage making medical claims in regards to our products/services (i.e. the curing or recession of an ailment)
- Contain false claims in regards to our products/services.
The Affiliate is prohibited from:
- Engaging in any unfair, competitive, misleading or deceptive practices respecting the Company.
- Posting offensive content or content that is harmful or detrimental to the Company, its brands, or its Customers.
4. Email marketing and Spam
Affiliate must obtain written permission from the Company to undertake any email marketing of any Company product.
Affiliate agrees to not utilize SPAM in promoting the Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the Company’s Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by the Company. Any service interruptions to the Company’s website as a result of Affiliates spamming will be billed to Affiliate at five hundred (500.00) U.S. dollars per hour until service is restored.
For the purpose of these this Agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about the Company, who has not specifically requested the information directly from Affiliate. No exceptions. You agree to comply with all laws regulating the sending of email, including but not limited to the federal CAN-SPAM Act.
The Company also considers ANY type of advertisement about the Company posted to a newsgroup, bulletin board or chat room to be spam.
5. Promotion of Our Affiliate Relationship
As an Affiliate, we will make available to you Links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") and banners, which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your Affiliate Site as you desire. The Links will serve to identify your Affiliate Site as a member of our “Affiliate Network” and will establish a link from your site to ours.
You agree your web site will not copy or resemble the look and feel of our web site or create the impression that it is part of www.enasco.com.
Links:
Subject to the terms of the Licensed Materials clause below, we will provide you with Links, which will consist of a graphic images or text provided by us (and subject to change from time to time in our sole discretion). These Links will connect your site directly to ours. By utilizing these Links, users of your site will be able to order, directly from us, any product(s) that were described or referenced on your site.
Agreements Regarding Links:
In utilizing Links, you also agree that you will display on your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of the Affiliate Agreement. All Links may be modified and/or expanded from time to time throughout the term of the Affiliate Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.
6. PPC Bidding Rules
The Company has a closed PPC policy for Affiliates. No direct linking from search engine PPC ads is allowed by the Affiliate. No search engine PPC bidding either directly or indirectly is allowed by the Affiliate on any keyword that includes, in whole or in part, the following trademarks and brands: Nasco, eNasco, Whirl-pak, Life/form, Simulaids, Mac-T, or any other trademarks that the Company adds to this provision in the future in its sole discretion (the Company will provide Affiliate notice of any such addition). Notwithstanding the foregoing, the Company, in its sole discretion, can provide written permission to an Affiliate to allow for directing linking from search engine PPC ads and search engine PPC bidding.
7. Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
8. Other Responsibilities and Opportunities of Affiliate Sites
If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.
Contests and Promotions:
- As an Affiliate Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer but only in a fashion as specifically directed by the Company. In addition, you will be entitled to earn commissions as set forth.
- Only offers and promotional tools provided explicitly by the Company for use on an Affiliate Site are valid.
- The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this agreement.
Compliance with the Agreement:
We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. We will monitor for FTC compliance to ensure disclosures are adequately added. Please ensure compliance by following the guidelines here: affiliatemanager.com/FTC_Compliance.php
9. Reports of Sales
You will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
10. Your Responsibilities
You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright, FTC disclosure and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations. For additional information on expectations around FTC disclosure please visit affiliatemanager.com/FTC_Compliance.php
11. Policies and Pricing
Customers who buy the Company’s products through the Affiliate Program will be deemed to be customers of the Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and 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 our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should update pricing often or not include price information in your product descriptions.
Customers sent to the Company must be the end user of the product/service. If Affiliate is placing order on behalf of the customer, approval of this promotional method must be explicitly provided by The Company.
12. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to the Company without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.
13. Domain Names
Affiliate Site domain name(s) may not contain (either as all or as part of its name) the words "nasco”, “enasco” or a misspelling thereof (such as "nassco", "enasc", “enasca", etc.). You may use the words “nasco” or "enasco" to the right of the domain-name suffix (for example, you cannot use the domain name www.artsupplies-nasco.com, but you may use the domain name www.art-always-fun.com/enasco)
14. Affiliate Tax Nexus Policy
Due to state sales tax nexus laws, only publishers from the following list of states (“Allowed States”) are eligible to participate in the Affiliate program and paid a commission on sales referred to enasco.com: Alabama, California, Florida, Georgia, Illinois, Indiana, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Texas, Washington, Wisconsin, Alaska, Delaware, Montana, New Hampshire, Oregon. Residents in states not in the Allowed States list are ineligible to participate in the Affiliate Program. The Company may amend the “Allowed States” at its sole discretion from time to time and provide notice to the Affiliate of any sates that are, or are no longer, considered an “Allowed State”. If the Affiliate is, at any time, a resident of state not on the Allowed States list, the Affiliate will no longer be part of the Affiliate Program and this Agreement will be effectively terminated at that time.
15. Intellectual Property Rights and Licenses
Ownership
Affiliate acknowledges and agrees that:
- Any and all of the Company’s “Intellectual Property Rights” (e.g. copyrights, trademarks, patents) are the sole and exclusive property of the Company.
- Affiliate shall not acquire any ownership interest in any of Company’s Intellectual Property Rights under the Affiliate Program.
- Any goodwill derived from the use by Affiliate of Company’s Intellectual Property Rights inures to the benefit of the Company.
- Affiliate shall use Company’s Intellectual Property Rights solely for the purposes of performing its obligations under the Affiliate Program and only in accordance with the Affiliate Agreement and the instructions of the Company.
Licenses and Use of the Company’s logos and Trademarks
WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE FOR THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES PROGRAM.
You shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for the Company, without first submitting a sample of such to us and obtaining the prior written consent of the Company’s Affiliate Program manager. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.
Affiliate shall not:
- Take any action that interferes with any of the Company’s rights in or to Company’s Intellectual Property Rights, including company’s ownership or exercise thereof.
- Challenge any right, title or interest of the Company in or to Company’s Intellectual Property Rights.
- Make any claim or take any action adverse to Company’s ownership of Company’s Intellectual Property Rights.
- Register or apply for registrations, anywhere in the world, for Company’s Trademarks or any other trademark that is similar to Company’s Trademarks or that incorporates Company’s Trademarks in whole or in confusingly similar part.
- Use any mark, anywhere, that is confusingly similar to Company’s Trademarks;
- Engage in any action that tends to disparage, dilute the value of, or reflect negatively on any Company Trademark;
- Alter, obscure or remove any of Company’s Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the Licensed Materials or other materials that the Company may provide.; and
- Place Company’s name or any of Company’s Trademarks in, or directly or indirectly as part of, the trade, corporate or firm name or style of Affiliate or any division, subsidiary or affiliate thereof.
16. Restricted Promotions
Promotion through Google Shopping / Product Listing Ads and similar shopping engines’ ads on Bing or otherwise are not allowed unless express permission is provided.
17. Our Relationship
Your relationship with us is that of an independent contractor. This Agreement does not create between us any agency, joint venture, sales representative, partner, franchise, or employee relationship. Neither party has the right or authority to make any obligation or responsibility on behalf of the other.
18. No Subcontracting rights
You shall not permit or appoint any subcontractor or any other party to conduct any activities under this Agreement, and the rights provided to you under the Affiliate Agreement are to You alone cannot be transferred, licensed or subcontracted to any other party without the express written permission of the Company, which can be provided in the Company’s sole discretion.
19. Termination
Company can terminate this Agreement at any time in its sole discretion by providing notice to the Affiliate. Upon termination of the Agreement, the Affiliate will no longer have any rights or licenses under this Agreement and will cease all activities in the Affiliate Program.
19. Limitations of Liability
IN NO EVENT IS COMPANY OR THEIR REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
20. Indemnification
Affiliate shall indemnify, defend and hold harmless Company and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Company Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Company Indemnified Party (collectively, "Losses"), arising out of or relating to any claim of a third party: (a) relating to a material breach of this Agreement by the Affiliate; (b) alleging or relating to any negligent or more culpable act or omission of the Affiliate in connection with the performance of its obligations under this Agreement; or (c) relating to any failure by Affiliate to comply with any applicable statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
21. Governing Law, Jurisdiction and Venue.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Wisconsin. Any legal suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the city of Madison and County of Dane, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
22. Federal Trade Commission's (FTC) Guidelines.
As a Nasco affiliate partner, you are required to use Federal Trade Commission’s (FTC) disclosures where you post an affiliate link.
You can find more information about FTC disclosures influencer guidelines here - https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking
