DoneGood

DoneGood Affiliate Agreement This DoneGood PBC. (“DoneGood”) Affiliate Agreement contains the terms and conditions that apply to an individual's or entity's participation in the DoneGood Affiliate Program, which is operated through the ShareASale Affiliate Network. As used in this Agreement, "we" means DoneGood and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) websites owned, operated, and/or identified by DoneGood, or (b) the site that you will link to our Site and which you have identified in your Program application. ENROLLMENT IN THE PROGRAM To begin the enrollment process, you need to complete the application as presented through the ShareASale platform. We will evaluate your application and will notify you of your acceptance or rejection. You are not eligible to enroll or participate in the Program if your Site offers rewards, points, miles, cash back or other similar incentives to customers, or if your site is primarily focused on providing coupons, discounts, or promotional codes to customers. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; (h) contain software downloads that potentially enable diversions of commissions from other sites, (i) include "DoneGood", "DoneGood, PBC,” "Donegood.com” or variations or misspellings thereof, in their domain names; or (k) distribute content to third parties. AGREEMENTS FOLLOWING ACCEPTANCE The following terms and conditions will be effective if and only if DoneGood accepts your application. By applying to be a DoneGood Affiliate, you agree to be bound and abide by such terms and conditions. 1. Links on Your Site. To permit accurate tracking, reporting and referral fee accrual, we will authorize ShareASale to give you access on the ShareASale Site to special "tagged" link formats ("Affiliate Links") to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such affiliate link formats. We will not be liable to you with respect to any failure by you to use Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement 2. Order Processing. We will process product orders to our partners that are placed by customers who follow Affiliate Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. DoneGood is not responsible for all aspects of order processing and fulfillment that is handled by DoneGood partner brands. DoneGood will prepare order forms, process payments, cancellations, and returns, and handle customer service. ShareASale will track sales made to customers who purchase products using Affiliate Links from your Site to our Site and will be solely responsible for making available to you reports summarizing this sales activity through the ShareASale Network. The form, content and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from DoneGood 4. Employees. Employees of DoneGood and its affiliated or related entities may not participate in the Program. If you become an employee of DoneGood or one of its affiliated or related entities, then this Agreement will automatically terminate, and you will be removed from the Program. You must immediately remove any links, DoneGood Marks, and other DoneGood intellectual property or brand features from your Site. You will only be entitled to receive referral fees that were earned prior to the commencement date of your employment. 5. Referral Fees. We will pay you referral fees on certain product sales to customers. For a product sale to be eligible to earn a referral fee, the customer must follow a Affiliate Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us ("Qualifying Purchase"). Purchases of DoneGood Gift Cards are not eligible to earn referral fees. You may not purchase products during sessions initiated through the Affiliate Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of referral fees or the termination of this Agreement. 6. Referral Fee Schedule. You agree and acknowledge that the referral fees you earn will be in amounts established by us and posted on the ShareASale Site together with the application materials. We reserve the right to modify the referral fees at any time in our sole discretion upon prior notice to you. Referral fees shall be calculated as a percentage of "qualifying revenues," which are revenues derived by us from authorized sales, excluding costs for shipping, handling, taxes, gift certificates, service charges, credit card processing fees, chargebacks, returns and bad debt. 7. Referral Fee Payment. Referral fees will be paid in accordance with ShareASale’s affiliate agreement (https://www.shareasale.com/agreement.cfm). 8. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all DoneGood rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 9. DoneGood Logos. The trademarks, trade names, designs and logos made available to you through the ShareASale Site, that are used or owned by DoneGood are proprietary logos of DoneGood subject to the terms and conditions of this Agreement, DoneGood, grants you a limited non-exclusive, nontransferable, revocable license to use the DoneGood logo during the term of this Agreement. You will not (a) modify the DoneGood logo, or (b) cause any act or thing that would impair our rights in the DoneGood logo or damage the reputation for quality inherent in the DoneGood logo. 10. Customer and Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters an DoneGood Site from a link from your Site ("Affiliate Customers") and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, DoneGood grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without DoneGood’s prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of DoneGood. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site. 11. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Affiliate Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the "Creatives") are up to date; (c) ensuring all Creatives work effectively and link directly to DoneGood’s Sites, unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations. We disclaim all liability for the matters stated in this Section. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance and content of your Site or any breach of your obligations under this Agreement. 12. You may not use the DoneGood name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post DoneGood sales, promotions or coupons on your site without our prior written consent; you may NOT purchase domain names that have DoneGood variations or misspellings in them that are solely intended to direct traffic away from DoneGood Sites; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by DoneGood; you may NOT promote DoneGood in emails/newsletters without prior written approval of the placement; you may NOT use DoneGood’s name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use DoneGood’s name, or any variation thereof, in hidden text or source code; you may NOT use DoneGood’s name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from DoneGood’s Sites; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to DoneGood; you may NOT purchase any keywords on search sites related to DoneGood or any variation thereof. You may not launch the DoneGood site directly from search engine listings or from your site unless the visitor clicks through a DoneGood banner, logo or product. DoneGood may, in its sole discretion, suspend Your account and/or withhold referral fees if, it in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement. 13. You may NOT utilize in connection with your Site or the promotion of our Site: (a) any technology that frames the DoneGood site; (b) any software that gathers information through the customer's Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws that prohibit a person or company from (i) installing spyware on another person's computer, (ii) causing spyware to be installed on another person's computer, or (iii) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or (d) browser-embedded contextual targeting applications or other applications that serve "Advertising" on DoneGood's competitors Sites or on any other Site other than your Site. "Advertising" means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser; (e) any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download. 14. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or DoneGood, may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. If you do not generate at least one sale per month through affiliate links, you may be removed from the program. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, DoneGood logos, and other DoneGood intellectual property or brand features from your Site, (c) DoneGood shall immediately remove any of your logos, marks, and brand features from the DoenGood site, and (d) Sections 7 through 25 will survive such termination. DoneGood may withhold referral fees at termination if DoneGood in its sole discretion, believes explicit provisions of this Agreement have been breached and such referral fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, DoneGood shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this agreement. 15. Modification. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes. DoneGood may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the [ShareASale] Site; (b) changing the date of this Agreement on the [ShareASale] Site; or (c) by giving you notice of the change or modification through the [ShareASale] Network. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 16. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section. 17. Limitation of Liability. We will not be liable for indirect, special or consequential damages arising in connection with this Agreement, the Program or [ShareASale], even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 90 days of the act or omission, which forms the basis of such claims. 18. Disclaimers. We make no express or implied warranties or representations with respect to [ShareASale], the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement. 19. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with your Site. 20. Assignment and Successors. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns. 21. Scope of Agreement. This Agreement and the Referral Fee Schedule constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us. 22. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8, 10 or 11 will cause irreparable harm to DoneGood, and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, DoneGood, will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof. 23. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action. 24. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the [ShareASale] Network. Notice shall be deemed given one business day after such notice was sent via the [ShareASale] Network by the sending party. 25. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States and the State of Colorado 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 Denver County, Colorado, and you irrevocably consent to the jurisdiction of such courts. 26. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy. 27. Publicity. Unless we provide explicit permission in writing, you may not utilize media releases of any kind to publicize your business relationship with Us. You shall not use any DoneGood logo, trademark, or any other information which identifies DoneGood in sales, marketing and publicity activities and/or materials, including, but not limited to interviews with representatives of any written publication, television station or network, or radio station or network, and publication in any Internet Web site, digital media, print, video or audio media.