Wonderfeel

Wonderfeel

Program Terms

WONDERFEEL AFFILIATE AGREEMENT 

This Affiliate Agreement contains the terms and conditions that apply to you becoming an affiliate in Wonderfeel Affiliate Program (the "Affiliate Program") for Getwonderfeel.com or Wonderfeel.co ( Wonderfeel Websites"), - websites operated by Wonderfeel. Please note that throughout this Agreement, "we," "us," “Getwonderfeel.com”, “Wonderfeel.co,” and "our" refer to Wonderfeel, and "you," "your," and "yours" refer to the affiliate.This is a legally binding agreement. By submitting the online application you are agreeing that you have read and understood the terms and conditions of this Agreement and that you agree to be legally responsible for each and every term and condition. 

NOTE THAT: THIS AGREEMENT CONTAINS IMPORTANT RESTRICTIONS ON THE PRODUCT CLAIMS THAT YOU CAN MAKE WITH RESPECT TO WONDERFEEL’S PRODUCTS.

1. Affiliate Obligations

1.1. Enrollment

To begin the enrollment process, you must complete and submit the online application at the ShareASale.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We reserve the right to cancel your application should we find that your site is deemed unsuitable for our Program, including, but not limited to, the share of your Qualifying Links or tracking codes on coupon sites.

1.2. Eligibility

To be eligible to become an Affiliate you must be at least 18 years old and have a website meeting the requirements detailed below (“Website Requirements”). If you have violated any of the following website suitability restrictions, we may terminate this Agreement and your participation in Wonderfeel Affiliate Program without notice. Your participating website/s may not: 

  • 1.2.1. Promote violence or illegal activity;
  • 1.2.2. Promote discrimination based on sex, religion, race, or age;
  • 1.2.3. Incorporate any materials which infringe or assist others to infringe any copyright, trademark, or other intellectual property rights or to otherwise violate the law;
  • 1.2.4. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials;
  • 1.2.5. Include “Wonderfeel.com”, “Wonderful.co”, or any variations or misspellings in its domain name;
  • 1.2.6. Contain software downloads that potentially enable diversions of commissions from other affiliates or programs;
  • 1.2.7. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
  • 1.2.8. Contain material that is materially false, inaccurate, fraudulent, or misleading or that promotes pyramid or similar schemes; 
  • 1.2.9. Use or promote the use of bulk email or spam; 
  • 1.2.10. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website;
  • 1.2.11. Use any software that gathers information through the customer's Internet connection without his or her knowledge;
  • 1.2.12. Install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize 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;
  • 1.2.13. Be a coupon site or share their Qualifying Links (see 1.3.2.) on any coupon sites

1.3. Prohibited Claims

  • 1.3.1. You may not use the following (or substantially similar) words, phrases, or references with respect to claims about Wonderfeel’s products according to FDA regulations: (1) Therapeutic, (2) Medicinal/Medical, (3) Clinical, (4) Diagnose, (5) Prevent/Prevention, (6) Treat/Cure, (7) Ailments, (8) Inflammation (when not linked to exercise), (9) Any disease state linked with product use, or (10) Any false or misleading claim. If you refer to any of the following with respect to any of Wonderfeel’s products: (1) calming, (2) management of day-to-day stresses, (3) exercise-induced inflammation, or (4) support of healthy sleep cycles, you must include the following disclaimer in bold letters: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.” 
  • 1.3.2. As a member of the Wonderfeel Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download Qualifying Links (defined below), and banner creatives browse and get tracking codes for our coupons and deals. For us to accurately keep track of all guest visits from your site to ours, you must use the Qualifying Links that we provide for each banner, text link, or other affiliate links we provide you with. A "Qualifying Link" means a link from your website to our website using one of the URLs or graphic links provided through the ShareASale Network for use in the Affiliate Program that allows ShareASale to track the use of such links by your visitors. 
  • 1.3.3. Wonderfeel reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you. 
  • 1.3.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 
  • 1.3.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2. Grant of Licenses

2.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through Qualifying Links solely by the terms of this Agreement and (ii) solely in connection with these links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Wonderfeel Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Wonderfeel and the goodwill associated therewith will insure the sole benefit of Wonderfeel.

2.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.

3. Ownership of Data 

You acknowledge and agree that we retain all rights, title, and interest in and to all property rights embodied in or associated with the Wonderfeel Content. You represent, warrant, covenant and agree that you will not, and will not assist any third party to, now or in the future, (i) take any action challenging or otherwise inconsistent with our ownership of, or other rights in, the Wonderfeel Content, or (ii) register or attempt to register any trademark, service mark, logo, trade name, domain name, or similar business identifier, that contains any name, trademark, service mark, logo, trade name or other content or material owned or controlled by us or any derivation, including misspellings, thereof. All goodwill and benefits accruing from the use of the Wonderfeel Content will automatically vest in us. You agree to cooperate with us and to take any additional actions reasonably requested by us to effect, perfect, or confirm our rights, title, and interest in the Wonderfeel Content. 

4. Commissions and Payment 

Wonderfeel is neither responsible nor liable for any type of commission payments to you directly. ShareASale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payments and the timing of payments.

5. Pay Per Click (PPC) Guidelines

Wonderfeel does not participate in any PPC advertising through ShareASale and affiliate platforms and will make no payments for PPC advertising.

6. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiations or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without the express written permission of the disclosing party. 

7. Affiliate Indemnity 

Affiliate agrees to indemnify, defend and hold harmless Wonderfeel and its employees, representatives, agents, and affiliates (collectively, "Indemnified Persons") from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. Affiliate agrees not to settle any claim against any Indemnified Person(s) without Wonderfeel’s prior written consent. Affiliate will not use the Services to generate leads from countries, entities, or individuals subject to U.S. trade sanctions or other U.S. export control laws. Further, Affiliate represents and warrants that Affiliate (i) is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (ii) is not identified as a "Specially Designated National" by the Office of Foreign Assets Control, (iii) is not placed on the U.S. Commerce Department’s Denied Persons List, and (iv) will not access or use any Services if any applicable laws in Affiliate’s country prohibits Affiliate from doing so by this Agreement. 

8. Term and Termination 

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

9. Modification of Agreement

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Wonderfeel's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Wonderfeel's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

10. Disclaimer 

We do not make any warranties, representations, or guarantees, with regard to the products or services sold through Wonderfeel websites, the operation and maintenance of Wonderfeel websites or the ShareASale network, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement or any implied warranty arising from a course of performance, course of dealing, or usage of trade. Without limiting the generality of the foregoing, we make no representation that the operation of Getwonderfeel.com and Wonderfeel.co will be uninterrupted or error-free. 

11. Limitation of Damages 

We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Wonderfeel’s's cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.

12. Relationship of Parties 

We, you, and ShareASale are each independent contractors and nothing in this Agreement or any ShareASale affiliate program documents will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship. 

13. Governing Law, Jurisdiction, and Venue 

This Agreement will be governed by the laws of the United States and the State of California, 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 San Francisco, California

14. Press Release, and Publicity 

You agree that you will not issue any press release or make any other similar public announcement that makes any reference to us without our prior written consent, which consent may be withheld in our sole discretion. 

15. Force Majeure

Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed, or made commercially impractical by causes beyond our reasonable control. 

16. Headings 

The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 

17. Assignment 

You may not assign this Agreement or any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any such attempted assignment shall be void. Subject to such restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 

18. Waiver 

Our failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of our right subsequently to enforce such provision or any other provision of this Agreement. 

19. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

20. Entire Agreement

This Agreement, the Privacy Policy, and any terms and conditions related to the Program are the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any previous or contemporaneous communications, whether oral or written with respect to such subject matter.