Atomicc Code
Program Terms
Affiliate Marketing Program Agreement
(effective April 1, 2024)
This Affiliate Marketing Program Agreement (the "Agreement") governs your participation in the Atomicc Code Affiliate Program (the “Program”), which is owned and operated by Atomicc Code (“Atomicc Code” “Company,” "we," or "us," or "our").
Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand, and agree to abide by the terms and conditions of this Agreement with Atomicc Code. In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement legally.
1. ENROLLMENT
To apply for enrollment into our Program, you must first sign up as an affiliate of ShareASale.com, Inc., an Illinois corporation ("ShareASale"), on their website at shareasale.com, and you must agree to ShareASale's Affiliate Service Agreement (the "ShareASale Agreement"), the terms of which are incorporated by reference.
You may apply to participate in the Program by providing all the information required by ShareASale in connection with becoming an affiliate of ShareASale and by accepting the terms of this Agreement. After receiving your application, 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 at our sole discretion. If you believe that your application was rejected erroneously, please contact us at care@atomicccode.com.
To facilitate the review process, please include all of your websites in your profile. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered under this Program for so long as this Agreement is not terminated.
You may not assign, transfer, subcontract, or make any other conveyance of the rights, duties or obligations of your participation in the Program or any affiliated program, including an assignment resulting from a change of control, merger, reorganization or sale of all, or substantially all, of your assets to a third party, without the prior written consent of Atomicc Code.
2. WEBSITE RESTRICTIONS
Your participating website(s) ("Your Website") may not:
a. Infringe on our or anyone else's intellectual property, publicity, privacy, or other rights.
b. Violate any law, rule, or regulation.
c. Contain threatening content, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
d. Contain viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
e. Contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website or potentially enables the diversion of affiliate commissions from another website.
f. Mislead customers about the products or services available on your or our website.
3. LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available through the ShareASale affiliate website. Your acceptance into the Program means you agree to abide by the following:
a. Without manipulation, you will only use linking code obtained from the ShareASale affiliate website.
b. All domains that use your affiliate link must be listed in your affiliate profile on the ShareASale affiliate website.
c. Affiliates may not advertise our products on websites they do not own, including Google Product Search, Amazon, eBay, Walmart, or any shop/price comparison engines, such as Shopzilla or PriceGrabber.
d. Your website will not in any way copy, resemble, or mirror the format or style of our site. You will also not use any means to create the impression that your site is related to or endorsed by our site.
e. You may not use cookie stuffing or include pop-ups or 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 originates).
f. You may not use redirects to bounce a click off a domain from which the click did not originate to give the appearance that it came from that domain.
g. You may not create any links that lead the customer to a destination site that is not suggested by the content of the starting site.
h. You may not create or combine affiliate tracking links with links from the Program or our referral program(s), if one is available. Individual links must be specific and exclusive to one of the programs. Also, you agree not to claim commission or credit from the Program and our referral program(s) for the same user.
g. You may not use your affiliate links to claim commissions for your purchases on our site.
4. TRADEMARKS
Upon acceptance into the Program, we grant you a limited, non-exclusive, revocable, royalty-free right to use our Trademarks (as defined herein) during the term of this Agreement solely 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 you and us 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 you use containing such Trademarks shall be subject to our prior written approval. Except for the limited license provided in this Agreement, we reserve all rights in and to the Trademarks and the goodwill associated. All uses of the Trademarks by you shall seek to benefit us. Accordingly, you shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement.
We may terminate your right to use the Trademarks immediately, and without notice, if you violate any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means Atomicc Code 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 ours as we may notify you of Trademarks within the meaning of this Agreement.
5. DOMAIN NAMES
Using our Trademarks as part of your domain or sub-domain is strictly prohibited.
6. PAY-PER-CLICK ("PPC") GUIDELINES
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
a. You may not bid on any of our Trademarks, as defined in Section 4, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, or any other ad network.
b. You may not use our Trademarks in sequence with any other keyword.
c. You may not use our Trademarks in your ad title, ad copy, display name, or as the display URL.
d. You may not direct your affiliate link to our site from any PPC ad or use redirects that yield the same result. Instead, you must refer users to a page on your website.
e. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction-style PPC advertising program.
f. If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program, and we strongly suggest you add our Trademarks as negative keywords.
g. We have a strict no-tolerance policy on PPC trademark bidding. Therefore, if you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
7. COUPON GUIDELINES
If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon guidelines as follows:
a. You may only advertise coupon codes provided through the Program or on our site.
b. Posting any information about how to work around the requirements of a coupon/promotion (i.e., first-time customers only) will result in your removal from the Program.
c. Coupons must be displayed with the complete offer, valid expiration date, and code.
d. You may not use technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
e. You may not advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
f. You may not give the appearance that any ongoing offer requires clicking from your website to redeem. For example, if all items on the site have free shipping for over $100, you may not turn this into an offer implying that the customer must click from your website to get this deal. In the event your website ranks on the first page of Google ad results for terms related to our company combined with the words “coupon,” “coupons,” “coupon code,” “promo code,” or any similar term; you will be entitled to a lower commission rate to offset decreases in order values.
8. SOCIAL MEDIA GUIDELINES
Promotion on TikTok, Facebook, Instagram, YouTube, X, and other social media platforms is permitted following these general guidelines:
a. You can promote offers to your followers; more specifically, you’re welcome to use your affiliate links on your Facebook, Twitter, Instagram, and other social media pages/profiles.
b. You are prohibited from posting your affiliate links on our Facebook, Twitter, Pinterest, etc., company pages/profiles to turn those clicks into affiliate sales.
c. You are prohibited from using our Trademarks as part of your social media page or profile name.
9. ADVERTISING & PUBLICITY
Upon acceptance into the Program, we grant you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and other graphic or textual material (the "Promotional Materials") for display and use on your website. The License's term shall expire upon this Agreement's expiration or termination.
You may display and use Promotional Materials on your website, provided they comply with the following requirements:
a. You may only use the Promotional Materials to promote our site (and the products/services available) and for linking to our site.
b. You shall only use such links to our site as provided by us.
c. You shall not alter, add, subtract from, or modify the Promotional Materials as we prepare them. If you wish to change or otherwise modify the Promotional Materials, you must obtain prior written consent from us for such alteration or modification.
d. You shall not create, publish, distribute, or print any written materials that refer to our Program unless you adhere to the following:
e. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) concerning the distribution of written materials.
d. E-mails must be sent on your behalf and not imply that the e-mail is being sent on our behalf.
10. REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, as this Agreement outlines, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may violate this Agreement, we expect you to respond promptly and honestly. Below are violations of our communications policy.
a. You are not forthcoming, intentionally vague, or found to be lying.
b. You are not responsive within a reasonable time and after multiple attempts to contact you with the information in your network profile.
c. You cannot substantiate or validate the source of your traffic to our site with clear and demonstrable proof.
If any of the above applies, we reserve the right to reverse orders, set your commission to 0%, or suspend you from the Program. We know that many violations result from automated processes; however, it is incumbent upon you to ensure that you have the appropriate checks and balances in place to address these issues and adhere to our Program proactively.
11. INTELLECTUAL PROPERTY
We retain all rights, titles, ownership, and interest in the Promotional Materials and Trademarks, including all copyright, trademark, or other intellectual property rights. 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 following the License, as previously outlined.
12. RELATIONSHIP OF PARTIES
This Agreement shall not be construed as an employment relationship, agency relationship, or partnership between you and us. You shall conduct marketing activities as an independent contractor. You shall have no authority to bind us to any agreement, nor shall you be an agent of ours in any respect.
13. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for completing Eligible Purchases. An "Eligible Purchase" occurs when a third party customer (not you) clicks through the link (supplied by us to you) to our site and completes a purchase for which we receive and retain payment. To be an Eligible Purchase, a customer must complete the sale within a serviceable area or areas we chose.
Current Commission rates shall be outlined in your ShareASale affiliate program on the ShareASale affiliate website. We reserve the right to modify the Commission rate from time to time. We are responsible for authorizing Commission payments, and ShareASale will be solely responsible for fulfilling and transferring Commission payments following the ShareASale Agreement. We will be entitled to withhold and deduct any payments for you hereunder any sums owed to us, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
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 we 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 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 our liability to you or any third party arising out of or related to the Program or this agreement, whether based on contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this agreement. We do 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. You recognize that these disclaimers are an essential part of the basis of this agreement, without which we would not have entered.
We reject 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 to us whatsoever.
15. INDEMNIFICATION
You shall indemnify and hold us unaccountable from any claim, damage, lawsuit, action, complaint, or other costs 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 us unaccountable for any damage, loss, or other cost arising out of the use or misuse by you of our Trademarks and Promotional Materials.
16. CONFIDENTIALITY
Any information you are exposed to under your participation in the Program, which is not publicly available, shall be considered "Confidential Information." You may not disclose Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from us. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement. We may request the prompt return or destruction of all Confidential Information in your possession by written request. If such return is impossible as to any portion of the Confidential Information, then you will promptly permanently destroy such Confidential Information (except that you will not, in connection with the obligations herein, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to the obligations in this Section 16).
17. TERMINATION
Your participation in the Program shall begin upon your acceptance as an affiliate by us and end when terminated by either party. Either party may terminate such status at any time, with or without cause, by providing prior written notice to the other party. Upon termination, all licenses granted to you under the Program shall cease. You shall use your best efforts to remove all codes and links immediately, and references on your site about us and cease 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 “AFFILIATE COMMISSIONS,” 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 before such termination. We reserve the right to terminate the Program at any time, with or without notice to you.
18. COMPLIANCE WITH LAWS
Your participation in this Program means you (including your affiliate entities, employees, representatives, and agents) will comply with all applicable laws, rules, and regulations, including but not limited to (i) The CAN-SPAM Act of 2003; (ii) Section 5 of of the Federal Trade Commission Act; (iii) Federal Trade Commission (“FTC”) rules regarding endorsements and affiliate marketing; and (iv) any applicable laws, rules, and regulations governing marketing and promotions
Pursuant to applicable FTC disclosure requirements, you shall include a disclosure statement within all pages/posts where affiliate links for our Program are posted as an endorsement or review and where it is unclear that the link is a paid advertisement. That disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. In addition, if you received the product for free from the affiliate management team or us for review, this must also be clearly stated in your disclosure.
19. MODIFICATION
We may amend the terms of this Agreement at any time, without notice to you, and any amendments to this Agreement will be effective when we post it to any of our websites. We may, in our discretion and without notice or liability to you, modify, enhance, suspend or discontinued the Program or restrict access to the Program. If you disagree with any modification, your only recourse is to terminate this Agreement by leaving the Program. You agree that if you continue to participate in the Program following a posted change, your continued participation constitutes binding acceptance of the modified term(s).
20. GOVERNING LAW; JURISDICTION
The laws of the State of Delaware, govern this Agreement. You irrevocably consent to the jurisdiction of those courts concerning any proceedings and will not prosecute any action, suit, proceeding, or claim to arise under or because of this Agreement except in such courts.
21. OTHER JURISDICTIONS
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries and shall be solely responsible for obtaining any required permits. For example, you will comply with the European Union's Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more European Union countries.
22. GENERAL
a. Severability. If any part of this Agreement is found invalid, such invalidity will not affect the validity of remaining portions of this Agreement, and the parties will promptly substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision.
b. Assignment. You may not assign this Agreement or any of its rights under this Agreement, including an assignment resulting from a change of control, merger, reorganization or sale of all, or substantially all, of your assets to a third party, without our prior written consent. Any attempted assignment without such consent shall be void. Subject to the preceding restriction, this Agreement will be fully binding upon, to our benefit, and be enforceable by our respective successors and us.
c. Nonwaiver. Any failure by us 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; instead, the condition, 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, the ShareASale Agreement, or any other agreement related to the terms provides herein, the provisions of this Agreement shall prevail.
e. Entire Agreement. This Agreement sets forth our entire Agreement concerning your participation in the Program.
(effective April 1, 2024)
This Affiliate Marketing Program Agreement (the "Agreement") governs your participation in the Atomicc Code Affiliate Program (the “Program”), which is owned and operated by Atomicc Code (“Atomicc Code” “Company,” "we," or "us," or "our").
Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand, and agree to abide by the terms and conditions of this Agreement with Atomicc Code. In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement legally.
1. ENROLLMENT
To apply for enrollment into our Program, you must first sign up as an affiliate of ShareASale.com, Inc., an Illinois corporation ("ShareASale"), on their website at shareasale.com, and you must agree to ShareASale's Affiliate Service Agreement (the "ShareASale Agreement"), the terms of which are incorporated by reference.
You may apply to participate in the Program by providing all the information required by ShareASale in connection with becoming an affiliate of ShareASale and by accepting the terms of this Agreement. After receiving your application, 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 at our sole discretion. If you believe that your application was rejected erroneously, please contact us at care@atomicccode.com.
To facilitate the review process, please include all of your websites in your profile. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered under this Program for so long as this Agreement is not terminated.
You may not assign, transfer, subcontract, or make any other conveyance of the rights, duties or obligations of your participation in the Program or any affiliated program, including an assignment resulting from a change of control, merger, reorganization or sale of all, or substantially all, of your assets to a third party, without the prior written consent of Atomicc Code.
2. WEBSITE RESTRICTIONS
Your participating website(s) ("Your Website") may not:
a. Infringe on our or anyone else's intellectual property, publicity, privacy, or other rights.
b. Violate any law, rule, or regulation.
c. Contain threatening content, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
d. Contain viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
e. Contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website or potentially enables the diversion of affiliate commissions from another website.
f. Mislead customers about the products or services available on your or our website.
3. LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available through the ShareASale affiliate website. Your acceptance into the Program means you agree to abide by the following:
a. Without manipulation, you will only use linking code obtained from the ShareASale affiliate website.
b. All domains that use your affiliate link must be listed in your affiliate profile on the ShareASale affiliate website.
c. Affiliates may not advertise our products on websites they do not own, including Google Product Search, Amazon, eBay, Walmart, or any shop/price comparison engines, such as Shopzilla or PriceGrabber.
d. Your website will not in any way copy, resemble, or mirror the format or style of our site. You will also not use any means to create the impression that your site is related to or endorsed by our site.
e. You may not use cookie stuffing or include pop-ups or 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 originates).
f. You may not use redirects to bounce a click off a domain from which the click did not originate to give the appearance that it came from that domain.
g. You may not create any links that lead the customer to a destination site that is not suggested by the content of the starting site.
h. You may not create or combine affiliate tracking links with links from the Program or our referral program(s), if one is available. Individual links must be specific and exclusive to one of the programs. Also, you agree not to claim commission or credit from the Program and our referral program(s) for the same user.
g. You may not use your affiliate links to claim commissions for your purchases on our site.
4. TRADEMARKS
Upon acceptance into the Program, we grant you a limited, non-exclusive, revocable, royalty-free right to use our Trademarks (as defined herein) during the term of this Agreement solely 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 you and us 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 you use containing such Trademarks shall be subject to our prior written approval. Except for the limited license provided in this Agreement, we reserve all rights in and to the Trademarks and the goodwill associated. All uses of the Trademarks by you shall seek to benefit us. Accordingly, you shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement.
We may terminate your right to use the Trademarks immediately, and without notice, if you violate any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means Atomicc Code 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 ours as we may notify you of Trademarks within the meaning of this Agreement.
5. DOMAIN NAMES
Using our Trademarks as part of your domain or sub-domain is strictly prohibited.
6. PAY-PER-CLICK ("PPC") GUIDELINES
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
a. You may not bid on any of our Trademarks, as defined in Section 4, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, or any other ad network.
b. You may not use our Trademarks in sequence with any other keyword.
c. You may not use our Trademarks in your ad title, ad copy, display name, or as the display URL.
d. You may not direct your affiliate link to our site from any PPC ad or use redirects that yield the same result. Instead, you must refer users to a page on your website.
e. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction-style PPC advertising program.
f. If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program, and we strongly suggest you add our Trademarks as negative keywords.
g. We have a strict no-tolerance policy on PPC trademark bidding. Therefore, if you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
7. COUPON GUIDELINES
If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon guidelines as follows:
a. You may only advertise coupon codes provided through the Program or on our site.
b. Posting any information about how to work around the requirements of a coupon/promotion (i.e., first-time customers only) will result in your removal from the Program.
c. Coupons must be displayed with the complete offer, valid expiration date, and code.
d. You may not use technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
e. You may not advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
f. You may not give the appearance that any ongoing offer requires clicking from your website to redeem. For example, if all items on the site have free shipping for over $100, you may not turn this into an offer implying that the customer must click from your website to get this deal. In the event your website ranks on the first page of Google ad results for terms related to our company combined with the words “coupon,” “coupons,” “coupon code,” “promo code,” or any similar term; you will be entitled to a lower commission rate to offset decreases in order values.
8. SOCIAL MEDIA GUIDELINES
Promotion on TikTok, Facebook, Instagram, YouTube, X, and other social media platforms is permitted following these general guidelines:
a. You can promote offers to your followers; more specifically, you’re welcome to use your affiliate links on your Facebook, Twitter, Instagram, and other social media pages/profiles.
b. You are prohibited from posting your affiliate links on our Facebook, Twitter, Pinterest, etc., company pages/profiles to turn those clicks into affiliate sales.
c. You are prohibited from using our Trademarks as part of your social media page or profile name.
9. ADVERTISING & PUBLICITY
Upon acceptance into the Program, we grant you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and other graphic or textual material (the "Promotional Materials") for display and use on your website. The License's term shall expire upon this Agreement's expiration or termination.
You may display and use Promotional Materials on your website, provided they comply with the following requirements:
a. You may only use the Promotional Materials to promote our site (and the products/services available) and for linking to our site.
b. You shall only use such links to our site as provided by us.
c. You shall not alter, add, subtract from, or modify the Promotional Materials as we prepare them. If you wish to change or otherwise modify the Promotional Materials, you must obtain prior written consent from us for such alteration or modification.
d. You shall not create, publish, distribute, or print any written materials that refer to our Program unless you adhere to the following:
e. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) concerning the distribution of written materials.
d. E-mails must be sent on your behalf and not imply that the e-mail is being sent on our behalf.
10. REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, as this Agreement outlines, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may violate this Agreement, we expect you to respond promptly and honestly. Below are violations of our communications policy.
a. You are not forthcoming, intentionally vague, or found to be lying.
b. You are not responsive within a reasonable time and after multiple attempts to contact you with the information in your network profile.
c. You cannot substantiate or validate the source of your traffic to our site with clear and demonstrable proof.
If any of the above applies, we reserve the right to reverse orders, set your commission to 0%, or suspend you from the Program. We know that many violations result from automated processes; however, it is incumbent upon you to ensure that you have the appropriate checks and balances in place to address these issues and adhere to our Program proactively.
11. INTELLECTUAL PROPERTY
We retain all rights, titles, ownership, and interest in the Promotional Materials and Trademarks, including all copyright, trademark, or other intellectual property rights. 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 following the License, as previously outlined.
12. RELATIONSHIP OF PARTIES
This Agreement shall not be construed as an employment relationship, agency relationship, or partnership between you and us. You shall conduct marketing activities as an independent contractor. You shall have no authority to bind us to any agreement, nor shall you be an agent of ours in any respect.
13. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for completing Eligible Purchases. An "Eligible Purchase" occurs when a third party customer (not you) clicks through the link (supplied by us to you) to our site and completes a purchase for which we receive and retain payment. To be an Eligible Purchase, a customer must complete the sale within a serviceable area or areas we chose.
Current Commission rates shall be outlined in your ShareASale affiliate program on the ShareASale affiliate website. We reserve the right to modify the Commission rate from time to time. We are responsible for authorizing Commission payments, and ShareASale will be solely responsible for fulfilling and transferring Commission payments following the ShareASale Agreement. We will be entitled to withhold and deduct any payments for you hereunder any sums owed to us, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
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 we 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 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 our liability to you or any third party arising out of or related to the Program or this agreement, whether based on contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this agreement. We do 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. You recognize that these disclaimers are an essential part of the basis of this agreement, without which we would not have entered.
We reject 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 to us whatsoever.
15. INDEMNIFICATION
You shall indemnify and hold us unaccountable from any claim, damage, lawsuit, action, complaint, or other costs 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 us unaccountable for any damage, loss, or other cost arising out of the use or misuse by you of our Trademarks and Promotional Materials.
16. CONFIDENTIALITY
Any information you are exposed to under your participation in the Program, which is not publicly available, shall be considered "Confidential Information." You may not disclose Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from us. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement. We may request the prompt return or destruction of all Confidential Information in your possession by written request. If such return is impossible as to any portion of the Confidential Information, then you will promptly permanently destroy such Confidential Information (except that you will not, in connection with the obligations herein, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to the obligations in this Section 16).
17. TERMINATION
Your participation in the Program shall begin upon your acceptance as an affiliate by us and end when terminated by either party. Either party may terminate such status at any time, with or without cause, by providing prior written notice to the other party. Upon termination, all licenses granted to you under the Program shall cease. You shall use your best efforts to remove all codes and links immediately, and references on your site about us and cease 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 “AFFILIATE COMMISSIONS,” 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 before such termination. We reserve the right to terminate the Program at any time, with or without notice to you.
18. COMPLIANCE WITH LAWS
Your participation in this Program means you (including your affiliate entities, employees, representatives, and agents) will comply with all applicable laws, rules, and regulations, including but not limited to (i) The CAN-SPAM Act of 2003; (ii) Section 5 of of the Federal Trade Commission Act; (iii) Federal Trade Commission (“FTC”) rules regarding endorsements and affiliate marketing; and (iv) any applicable laws, rules, and regulations governing marketing and promotions
Pursuant to applicable FTC disclosure requirements, you shall include a disclosure statement within all pages/posts where affiliate links for our Program are posted as an endorsement or review and where it is unclear that the link is a paid advertisement. That disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. In addition, if you received the product for free from the affiliate management team or us for review, this must also be clearly stated in your disclosure.
19. MODIFICATION
We may amend the terms of this Agreement at any time, without notice to you, and any amendments to this Agreement will be effective when we post it to any of our websites. We may, in our discretion and without notice or liability to you, modify, enhance, suspend or discontinued the Program or restrict access to the Program. If you disagree with any modification, your only recourse is to terminate this Agreement by leaving the Program. You agree that if you continue to participate in the Program following a posted change, your continued participation constitutes binding acceptance of the modified term(s).
20. GOVERNING LAW; JURISDICTION
The laws of the State of Delaware, govern this Agreement. You irrevocably consent to the jurisdiction of those courts concerning any proceedings and will not prosecute any action, suit, proceeding, or claim to arise under or because of this Agreement except in such courts.
21. OTHER JURISDICTIONS
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries and shall be solely responsible for obtaining any required permits. For example, you will comply with the European Union's Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more European Union countries.
22. GENERAL
a. Severability. If any part of this Agreement is found invalid, such invalidity will not affect the validity of remaining portions of this Agreement, and the parties will promptly substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision.
b. Assignment. You may not assign this Agreement or any of its rights under this Agreement, including an assignment resulting from a change of control, merger, reorganization or sale of all, or substantially all, of your assets to a third party, without our prior written consent. Any attempted assignment without such consent shall be void. Subject to the preceding restriction, this Agreement will be fully binding upon, to our benefit, and be enforceable by our respective successors and us.
c. Nonwaiver. Any failure by us 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; instead, the condition, 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, the ShareASale Agreement, or any other agreement related to the terms provides herein, the provisions of this Agreement shall prevail.
e. Entire Agreement. This Agreement sets forth our entire Agreement concerning your participation in the Program.