This Affiliate Agreement (the "Agreement") is made by and between Elder Depot, Inc. (“Merchant” or “Elder Depot”) and you, as an Affiliate ("You", "Your", "Affiliate", “Applicant”).
You must agree to abide by all of the terms and conditions contained in this Agreement in order to participate in the Elder Depot Affiliate Program. Please read this Agreement carefully before applying as an Affiliate. By submitting your application to sign up with Elder Depot as an Affiliate, You indicate Your acceptance of this Agreement and its terms and conditions.
1. Enrollment Eligibility. To become a member of the Elder Depot affiliate program, you must submit a completed Affiliate Program Application. Applications are available at www.shareasale.com or can be accessed through the Elder Depot Affiliate Link on our web site. Elder Depot will evaluate the Applicant’s application and notify of acceptance or rejection. Elder Depot may reject the Applicant’s application if they determine, in their sole discretion, that the Applicant’s web site is not suitable for the Affiliate Program or for any reason, including, but not limited to the following:
a. Content that is in any way unlawful, harmful, or threatening.
b. Promotion of defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable content.
c. Inclusion of sexually explicit, pornographic, or obscene content.
d. Depictions of graphic violence or content that is in any way politically sensitive or controversial.
e. Infringements on trademarks, copyrights, or any violation of intellectual property laws.
f. Incorporation of the use of any software or any type of pop-ups, pop-unders, or pop-overs for the sole purpose of implementing affiliate cookies without a click-through to the Elder Depot web site.
g. Current or potential vendors; any entities that sell any product to Merchant are not allowed to participate in Merchant's Affiliate Program.
Reapplying for Affiliate Program:
If Merchant rejects Affiliate’s original application, the Applicant is welcome to reapply to the Affiliate Program at any time, provided Applicant has altered its site to delete all offending content. If Merchant terminates a previously approved Affiliate for any reason after an application has been accepted, reapplying to the Affiliate Program is prohibited.
2. License. Upon acceptance in the Affiliate Program, Merchant grants Affiliate a non-transferable, non-exclusive, revocable license to: (i) access Merchant's Site through links established solely as set forth under the terms of this Agreement; and (ii) solely in connection with such links, to use Merchant's logos, trade names, trademarks, service marks, promotional material, and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of selling Merchant's products on Affiliate's site. Affiliate is not permitted to alter, modify, or change the Licensed Material in any way whatsoever. Affiliate may not use any Licensed Materials for purposes other than selling Merchant's products without first submitting a sample of such use to Merchant and receiving Merchant's prior written consent. Affiliate may only use the Licensed Materials to the extent Affiliate is a member in good standing of the Elder Depot Affiliate Program. Affiliate is not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise negatively portrays Merchant or anyone else. Merchant reserves all of its rights in the Licensed Materials and all other intellectual property rights. Merchant may revoke Affiliate’s license at any time by notice to Affiliate at its sole discretion. Affiliate acknowledges that, except for the license expressly granted in this Agreement, Affiliate has not acquired and will not acquire any right, interest, or title to the links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the links or the Licensed Material granted to Affiliate under this Agreement.
3. Use of Promotional Materials. Merchant shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall ensure that all links from the approved Promotional Materials are linked directly to the Merchant’s website. In addition, Affiliate agrees to the additional uses and restrictions regarding Promotional Material:
a. Affiliate may not use any graphic, textual or other materials to promote Merchant’s website, products or services other than the Promotional Materials, unless Merchant agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Merchant’s website (and the products and services available thereon), and for linking to Merchant’s website.
c. The Promotional Materials will be used to link only to Merchant’s website, to the specific page and address as specified by Merchant.
d. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Merchant. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Merchant for such alteration of modification.
4. Affiliate's Responsibilities. Affiliate agrees to the following terms and conditions regarding their enrollment in the Elder Depot Affiliate Program.
a)Affiliate agrees not to place links in third party newsgroups, message boards, blogs, banner networks, chatrooms, guest books, unsolicited email and other types of spam, link farms, pop-ups, pop-unders, or pop-overs.
b) Affiliate agrees not to make any representations, warranties, or other statements concerning Merchant, Merchant's Site, any of Merchant's products or services, or Merchant's Site policies, except as expressly authorized.
c) Affiliate will be solely responsible for the technical operation of its web site and all related equipment, creating and posting product descriptions on its site and linking those descriptions to Merchant's catalog or Site, including accuracy and appropriateness of materials posted on its site.
d) Affiliate agrees that it will be solely responsible to ensure that its content and any material posted on its site does 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.
e) Affiliate is responsible for notifying Merchant and The share-a-sale network of any malfunction of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner.
f) Affiliate agrees that its website will not, in any way, copy or resemble the look and feel of Merchant's Site, nor will Affiliate create an impression that its website is part of the Merchant's Site or that Merchant endorses or is related to the Affiliate's site in any way. Affiliate further agrees that its domain name does not and will not contain the words "Elder Depot" or "ElderDepot" or any variation or misspelling thereof. Affiliate may not use any of the above-mentioned words or misspelling thereof in meta tags, hidden text, source code, or HTML tags including, but not limited to, page titles or HTML comment tags.
g) Keyword Advertising via Search Engines. Affiliate agrees that it will not Purchase or Bid for the placement of the words "Elder Depot", "elderdepot", "elderdepot.com" or any variation or misspelling thereof within any third party search engine or portal, including, but not limited to, Google.com, Yahoo!.com, Bing.com, MSN.com, netscape.com, excite.com, overture.com, ask.com, looksmart.com, findwhat.com, inktomi.com, lycos.com, metacrawler.com, and altavista.com. In addition, Affiliate agrees to all additional terms and conditions regarding keyword advertising:
i) Affiliate agrees to not drive traffic or attempt to drive traffic to www.elderdepot.com through any qualifying link by bidding on any other companies' or competitors' trademarks.
ii) All advertisements must be directed to Affiliate's site or a page within Affiliate's site.
iii) Advertisements must not link directly to www.elderdepot.com or any page within www.elderdepot.com.
iv) Affiliate will not show www.elderdepot.com as the URL in their ads.
v) Affiliate will not include any Merchant promotions in their advertisements.
vi) Affiliate will not use the words "official site" in connection with any use of Merchant's trademarks, or otherwise suggest or imply that their site is an official Merchant Site or partner.
h) Affiliate agrees that it will not employ any software applications, BHO's (browser helper objects), downloadable reminder services, or any other software or code in the form of pop-ups, pop-unders, and pop-overs, to serve messages to shoppers on Merchant's Site or another affiliate's site, designed to divert them or pull them away from the web site the individual is currently shopping.
5. Sales & Commission Payouts. Once approved for enrollment in the Elder Depot Affiliate Program, Merchant and Affiliate both agree to abide by the terms and conditions set forth within the share-a-sale affiliate network that govern advertising and commission arrangements.
Commissions are paid when a customer is referred to www.elderdepot.com or any page within the Site from an authorized link on the Affiliate’s web site and a purchase is made by that customer using Elder Depot’s secure online ordering system, full payment is received, and the order is shipped and accepted by the customer. Commission will be paid for the referred customer up to 30 calendar days from the visitor’s original entry to the Elder Depot Site via a tagged link, which will be tracked by a cookie. Elder Depot will be responsible for processing customer orders, payments, cancellations, returns, and all customer service.
Customer referrals are tracked through the use of cookies. Research indicates that nearly 99% of internet users have cookies enabled on their browser. In the uncommon event that a customer has cookies disabled on their browser, the customer is not available for tracking, and sales will not be tracked for that particular customer. Affiliate understands and accepts that no referral fee can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" during a session.
Affiliates are issued payment via check or Direct Deposit on the 20th of each month, depending on total sales volume. Commissions are earned on orders that are shipped each month, less any shipping, returns, credit card chargebacks or taxes. Per the share-a-sale agreement, Affiliate payments are only made when an affiliate reaches a $50 minimum before the end of the previous month. For example, if you earn $50 by the end of October, those commissions will be paid on November 20th. If you do not reach the $50 minimum until November 1st, those commissions will be paid on December 20th. Merchant payout amount is posted with the share-a-sale network and may be changed at any time for any reason by Merchant without notice.
You can access Your affiliate account and track Your commissions earned at anytime, 24 hours a day - 7 days a week, through the Share-a-Sale network at www.shareasale.com. The reporting is all web based and user-friendly for your convenience. To permit accurate tracking, reporting and commission accrual, You must ensure that all links between Your site and our Site are properly formatted. We will not be liable for paying commissions on purchases that are not correctly tracked and reported because the links between Your site and our Site are not properly formatted.
6. Relationship of Parties. This Agreement shall not be constructed to create any employment relationship, agency relationship, or partnership between Merchant and Affiliate. Affiliate shall provide services for Merchant as an independent contractor. Affiliate shall have no authority to bind Merchant into any agreement, nor shall Affiliate be considered to be an agent of Merchant in any respect.
7. Confidentiality. Except as otherwise provided in this Agreement or with the written consent of Elder Depot, You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Elder Depot shall remain strictly confidential and shall not be utilized, directly or indirectly, by You for any purpose other than Your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than You. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
8. Terms of Agreement. The terms of this agreement will begin with the acceptance of Affiliate’s application into the Affiliate Program and will expire upon the expiration or termination of this Agreement by either party, with or without cause. Elder Depot reserves the right to revoke your license or terminate Your enrollment in the affiliate program, at any time, at their sole discretion, by giving You written notice. Affiliate may only use the Licensed Materials to the extent Affiliate is a member in good standing of the Elder Depot Affiliate Program. Upon termination of this Agreement, all Licensed Material and Promotional Material must be promptly returned back to Merchant, or destroyed at our request, and all links to the Site from your site must be removed. If You do not accept this Agreement or any of the terms of this
Agreement, the only recourse is to not apply or become an affiliate of Elder Depot.
9. Warranty Disclaimer. Elder Depot makes no express or implied warranties or representations with respect to the Elder Depot worldwide website; including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of course of performance, dealing, or trade usage. In addition, we make no representation that the operation of the Site will be uninterrupted or error free, and we will not be liable for the consequences of any such interruptions or errors.
10. Limitation of Liability. Elder Depot will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the affiliate program, even if the Merchant has been advised of the possibility of such damages. Further, the Merchant’s aggregate liability arising with respect to this Agreement and the referral program will in no event exceed the total commission fees paid or payable to you under this agreement.
11. Modifications. Your agreement to the terms set forth herein is manifested by Your participation in the Elder Depot Affiliate Program, including the submission of Your affiliate application form and the collection of any commission under this Agreement. This Agreement may be modified, amended, altered or otherwise changed by Elder Depot at any time, and at our sole discretion, without notice to any other party, other than changing the Agreement itself and making the Agreement available to the Affiliate on the Elder Depot web site.
12. Governing Laws. This Agreement will be governed by the laws of the United States and the State of Pennsylvania, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Philadelphia County, Pennsylvania and you irrevocably consent to the jurisdiction of such courts.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Notices to Affiliates are effective if provided in writing to the postal address on file, electronically to the e-mail address set forth in the affiliate application or if posted on our website. Notice to Elder Depot may be given in writing to Attn: Affiliate Marketing, Elder Depot, P.O. Box 229, 220 N Main St, Sellersville, PA 18960 or by email to affiliate@elderdepot.com.
