This is the Agreement that will govern your participation in an Engagement through the Supplier affiliate network with Us. Please read this Agreement and check the box on the previous page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser's print command.
PUBLISHER AGREEMENT
This Publisher Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us"). Neither Awin Inc. dba ShareASale Advertising ("Supplier") nor any of its corporate affiliates are parties to this Agreement.
BACKGROUND
Both parties desire to establish the general terms and conditions which shall
govern advertising and commission arrangements between You and Us resulting
from our participation in the Supplier affiliate network.
TERMS AND CONDITIONS
In consideration of the promises set forth below, each party agrees as
follows:
1. Offers and Engagements.
1.1. From time to time, We may post, on the Supplier affiliate network, offers
(each, an "Offer") to pay to other participants a specified commission in
return for certain advertising services leading to a Qualifying Link (defined
below).
1.2. If You accept one of our Offers, we will have entered into an
"Engagement." Each Engagement shall have the same identification number as
the original Offer that lead to the Engagement and shall be governed by the
terms and conditions of this Agreement. However, in the event of any
inconsistency between the terms of the specific Engagement and the terms of
this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to You displaying a Qualifying Link on one of Your
websites, Advertiser may, with or without notice (a) change, suspend or
discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or
modify any graphic or banner ad that we have submitted for an Offer or an
Engagement. You agree to promptly implement any request from Us to remove,
alter or modify any such graphic or banner ad.
1.4. You agree to abide by the Policies listed by us in the publisher dashboard.
The Policies tab in the Advertisers dashboard currently includes: Paid Search,
Coupons, Gift Cards, DSA, and Multi-touch Commissioning. These policies may be
updated from time to time by us and by continuing to publish engagements you accept
the new and/or updated Policies.
2. Your Responsibilities.
2.1. You hereby agree to comply with all applicable laws.
2.2 You hereby agree that the position, prominence and nature of links on
the Your site shall comply with any requirements specified in the Engagement,
but otherwise will be in Your discretion.
2.2. You agree not to make any representations, warranties or other statements
concerning Us, Our site, any of Our products or services, or Our site
policies, except as expressly authorized by the Engagement.
2.3. You are responsible for notifying Us and the Supplier of any
malfunctioning of the URLs specified in the Engagement (the "Required URLs")
or other problems with Your participation in the Engagement. We will respond
promptly to all concerns upon receipt of Your notification.
3. Commissions.
3.1. We agree to pay to You the commission specified in the Engagement if We
sell to a visitor to Our site (a "Customer") a product or service that is the
subject of the Engagement and if that Customer has accessed Our site and
purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Your site to Our site using one of the
Required URLs or any other URL provided by Us for use in the Supplier affiliate
network if it is the last link to Our site that the Customer uses during
a Session where a sale of a product or a service to Customer occurs. A
"Session" is the period of time beginning from a Customer's initial contact
with Our site via a link from Your site and terminating when the Customer
either returns to Our site via a link from a site other than Your site or the
Engagement expires or is terminated.
3.3. We shall have the sole right and responsibility for processing all orders
made by Customers. You acknowledge that all agreements relating to sales to
Customers shall be between Us and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is
payable will be made by the Supplier and will be final and binding on
both You and Us. Prices for the products will be set solely Us in Our
discretion.
4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology, including, without limitation, those names, logos,
trademarks, service marks, trade dress, copyrights and proprietary technology
currently used or which may be developed and/or used by it in the future.
4.2. We grant to You a revocable, non-exclusive, worldwide license to use,
reproduce and transmit the name, logos, trademarks, service marks, trade dress
and proprietary technology, as designated in the Engagement or during the
registration process in the Supplier affiliate network, on Your site solely for
the purpose of creating links from Your site(s) to Our site(s) during
Engagements. Except as expressly set forth in this Agreement or permitted by
applicable law, You may not copy, distribute, modify, reverse engineer, or
create derivative works from the same. You may not sublicense, assign or
transfer any such licenses for the use of the same, and any attempt at such
sublicense, assignment or transfer is void.
4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use,
reproduce and transmit any graphic or banner ad submitted by You solely for
co-branding purposes or as a return link from Our site(s) to Your site(s). We
will remove such graphic or banner ad upon Your request.
5. Termination.
5.1. Either party may terminate any Engagement at any time by deleting their
acceptance of the Engagement through the Supplier affiliate network. Termination
of an Engagement shall not terminate this Agreement or any other Engagement.
5.2. Either party may terminate this Agreement at any time, for any reason,
provided that they provide at least five days prior written notice of such
termination to the other party and Supplier. Termination of
this Agreement shall also terminate any outstanding Engagements. However, all
rights to payment, causes of action and any provisions which by their terms
are intended to survive termination, shall survive termination of this
Agreement.
6. Representations.
6.1. Each party represents to the other that (a) it has the authority to enter
into this Agreement and sufficient rights to grant any licenses granted
hereby, and (b) any material which is provided to the other party and
displayed on the other party's site will not (i) infringe on any third party's
copyright, patent, trademark, trade secret or other proprietary rights or
right of publicity or privacy; (ii) violate any applicable law, statute,
ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd,
pornographic or obscene; (v) violate any laws regarding unfair competition,
antidiscrimination or false advertising; (vi) promote violence or contain hate
speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots
or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7. Cross-Indemnification.
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other
party and its publishers, directors, officers, employees and agents, 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.
8. Supplier Required Provisions.
8.1. Each party jointly and severally agrees to indemnify, defend, and hold
harmless the Supplier and its publishers, officers, directors,
employees and agents (collectively, "Representatives") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer,
Engagement, any other matter related to this Agreement or the subject matter
hereof any dispute relating thereto.
8.2. The parties agree that Supplier and its Representatives may rely on any data, notice,
instruction or request furnished to Supplier or its Representatives by either party which is
reasonably believed by Supplier or its Representatives to be genuine and to have been sent or
presented by a person reasonably believed by Supplier or its Representatives to be authorized to act
on behalf of one of the parties. In the event of any dispute between the parties, the
parties agree that to the extent the parties contact and involve
Supplier or its Representatives, the Supplier and its Representatives may consult with and use counsel of its own choice in
connection with such dispute and the reasonable fees and disbursements of
Supplier and its Representative's counsel shall be within the costs and disbursements covered by the
indemnity specified in Section 8.1 above.
8.3. The parties acknowledge and agree that this Agreement and the Engagements
are only made possible due to the Supplier and that the parties shall not, for
the duration of this Agreement and for twenty-four (24) months thereafter,
enter into any advertising, collaborations or other commercial arrangements
with each other in connection with their sites on the World Wide Web except
via the Supplier affiliate network.
8.4. The parties acknowledge and agree that the nature of the Product is such
that in its normal operation it may access and download elements of software
data from resources which are external to the computer or device running the
Product, such as Product enabled servers. The parties acknowledge that
the Supplier has not undertaken to provide such external resources or servers and
specifically disclaims any representation or warranty as the availability,
quality or performance of such resources or whether they may contain any
defects which may affect the performance of the Product or either party's
computer. Supplier shall not be responsible for provision of any
communications facilities or the costs associated with such communications.
8.5. The parties agree that Supplier is an intended third party beneficiary
of this Agreement.
9. Limitation of Liability.
9.1. In no event shall either party be liable to the other party for any
direct, indirect, special, exemplary, consequential or incidental damages,
even if informed of the possibility of such damages.
9.2. The parties agree that neither the Supplier nor its Representative shall be liable to either party for any direct, indirect, special,
exemplary, consequential or incidental damages, even if informed of the
possibility of such damages.
10. General.
10.1. Each party shall act as an independent contractor and shall have no
authority to obligate or bind the other in any respect.
10.2. This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the state of New York. Any action to enforce this
Agreement shall be brought in the federal or state courts located in that
state. If you need to send official correspondence, send it via registered
mail to Our headquarters to the attention of Our legal department.
10.3. By accepting any Offer through the Supplier affiliate network, You agree
that you will be deemed to have executed, and will be bound by, this
Agreement.
10.4. The provisions of this Agreement are independent of and separable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others of
them may be invalid or unenforceable in whole or in part.
