Mt Baker Vapor ShareASale Affiliate Program Agreement
THIS MT BAKER VAPOR SHAREASALE AFFILIATE PROGRAM AGREEMENT (THE "AGREEMENT") CONTAINS TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE MT BAKER VAPOR SHAREASALE AFFILIATE PROGRAM (THE “PROGRAM”) AND IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE BUSINESS YOU REPRESENT AND MT BAKER VAPOR. BY APPLYING FOR AND/OR PARTICIPATING IN THE PROGRAM, YOU (ON BEHALF OF YOURSELF AND THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT, INCLUDING ALL APPLICABLE MT BAKER VAPOR POLICIES.
As used in this Agreement, "we," "us," “our”, and "Mt Baker Vapor" means Mt Baker Vapor LLC, a Washington limited liability company, and "you" and “your” means the person and any associated business applying for and/or participating in the Program.
1. Overview
This Agreement sets forth terms and conditions that apply to and govern your participation in the Mt Baker Vapor Affiliate Program administered by ShareASale.com, Inc. (“ShareASale”). The purpose of this Agreement and the Program is to allow HTML linking between website(s) you operate and the MtBakerVapor.com website, through the Program administered by ShareASale. To the extent any part of this Agreement conflicts with any agreement between you and ShareASale, you and Mt Baker Vapor agree that this Agreement shall control.
2. Your Obligations, Requirements, and Prohibited Activity
2.1. To enroll in the Program, you must complete and submit the online application available at the ShareASale.com website. Initial approval of your application does not mean that all information or actions set forth in the application comply with this Agreement, and it is your continuing duty to ensure your compliance with this Agreement. We may reject your application and/or dismiss you from the Program at any time at our sole discretion.
2.2 You must provide your full and accurate legal name, a valid email address, and any other information required to complete the enrollment process for the Program. You will only provide true and accurate information to ShareASale and Mt Baker Vapor, and will update any such information as necessary to ensure that such information is kept complete and accurate. You will not use any “bot” or other automated method to enroll or participate in the Program.
2.3 You are responsible for any and all activity undertaken in connection with your Program account, and are solely responsible for maintaining the security of any log-in or password information used in connection with your Program account.
2.4. It is your responsibility to maintain, update, and otherwise operate your site(s), and to ensure that your site(s) and marketing activity comply with all applicable laws and policies, including any notifications required to bring such activity into compliance with any applicable laws.
2.5 You will not engage in, promote, or contribute to the publishing, hosting, or promotion sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or any content is unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to us in our sole discretion.
2.6 You will not engage in, promote, or contribute to any activity, software, or materials that may divert commissions from other participants in the Program.
2.7 You will not engage in, promote, or contribute to any illegal activity or violation of legal rights, including the rights of Mt Baker Vapor.
2.8. You will not engaged in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, fraudulent, or otherwise objectionable in our sole discretion.
2.9 You will not post any links to MtBakerVapor.com or any other Mt Baker Vapor Intellectual Property on Reddit.com or any sub-page, sub-domain, or sub-thread thereof.
3. Mt Baker Vapor Rights and Obligations
3.1. We have the right to monitor your site(s) at all times to ensure that you have kept such site(s) up to date and that you are complying with all applicable terms and conditions. We may notify you of any changes to your site(s) that we feel should be made. Without limiting our rights as stated herein, we may terminate your participation in the Program if you do not make any changes to your site(s) that we feel are necessary.
3.2. Mt Baker Vapor reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should we reasonably suspect that you have committed fraud or otherwise violated the terms of this Agreement. If such fraud or abuse is detected, Mt Baker Vapor shall not be liable to you for any commissions for such fraudulent sales.
4. Mt Baker Vapor Intellectual Property
4.1 You will comply with the Mt Baker Vapor Trademark Usage Guidelines available at www.mtbakervapor.com/trademark/, the terms of this Agreement, and all other Mt Baker Vapor policies made available to you on the MtBakerVapor.com website or otherwise.
4.2 All Mt Baker Vapor trade names, trademarks, service marks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing materials, including all trademarks identified at www.mtbakervapor.com/trademark/, (the “Mt Baker Vapor Intellectual Property”) is the property of Mt Baker Vapor, and you will not use such Mt Baker Vapor Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner licensed in this Agreement, or as otherwise explicitly authorized by Mt Baker Vapor.
4.3. Unless and only to the extent explicitly authorized by Mt Baker Vapor, you will not modify any Mt Baker Vapor Intellectual Property or use any modified version of any Mt Baker Vapor Intellectual Property.
4.4. Unless and only to the extent explicitly authorized by Mt Baker Vapor, you will not use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any Mt Baker Vapor Intellectual Property or any variations or misspellings thereof.
4.5 Unless and only to the extent explicitly authorized by Mt Baker Vapor, you will not bid on or otherwise use any Mt Baker Vapor Intellectual Property or any variation or misspelling thereof as a search, advertising, or other pay-per-click keyword, either in isolation or in combination with other terms.
4.6 You will not publish, host, or promote any Mt Baker Vapor Intellectual Property or other material that misrepresents your relationship with Mt Baker Vapor or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by Mt Baker Vapor. Without limiting the foregoing, you will not publish, host, or promote any press releases, print advertising, or co-branding items that reference Mt Baker Vapor or make use of any Mt Baker Vapor Intellectual Property, except to the extent explicitly authorized by Mt Baker Vapor.
4.7 You will not use any Mt Baker Vapor Intellectual Property or refer to Mt Baker Vapor in any manner that is disparaging, misleading, obscene, or that otherwise portrays Mt Baker Vapor in a negative light.
5. 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 automatically and immediately upon any breach of this Agreement by you. Upon termination, you will remove all Mt Baker Vapor Content from any domain name, site, and electronic account that you operate or control, in whole or in part. Sections 2.3, 4, 9, 10, 11, 12, 13, and 14.3 of this Agreement shall survive termination.
6. Modification
We reserve the right to modify the terms and conditions of this Agreement and any applicable Mt Baker Vapor policies at any time, in our sole discretion. Any such modifications will be made available to you through the MtBakerVapor.com website, the ShareASale.com website, and/or other means. You acknowledge that it is your obligation to regularly check the ShareASale.com and MtBakerVapor.com websites to ensure your compliance with all updated policies, terms, and conditions. If any modification is unacceptable to you, your only option is to end this Agreement and your participation in the Program. Your continued participation in the Program following the posting of any such modifications on the MtBakerVapor.com website, the ShareASale.com website, or your receipt of other notification will indicate your agreement to such modifications.
7. Payment
The calculation and payment of all commissions that you earn in connection with your participation in the Program are performed by and processed through ShareASale. Please refer to your agreement with ShareASale for all payment terms and conditions relating to the calculation and payment of your earned commissions. The commissions paid by ShareASale to you are the only compensation you are owed for your participation in the Program and no other compensation of any kind is payable to you under these Terms. Mt Baker Vapor shall have no responsibility or obligation to pay any commissions or compensation directly to you. If you have a question or dispute regarding the calculation of your commissions, you must contact ShareASale to address any such concerns or issues. Mt Baker Vapor disclaims all liability to you for miscalculations, errors, or mistakes in the payment of your earned commissions by ShareASale. You are solely responsible for (a) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under this Agreement; and (b) any and all taxes, fees, duties, tariffs or charges which may be imposed on you in connection with your participation in the Program.
8. Grant of License
Conditioned on your ongoing compliance with all terms of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to use and display the Mt Baker Vapor Intellectual Property provided to you through the Program, solely for the purpose of facilitating Internet traffic to the MtBakerVapor.com website in compliance with the terms and conditions of this Agreement and any related Mt Baker Vapor policies. You agree that any goodwill created through your use of Mt Baker Vapor Intellectual property will inure to the sole benefit of Mt Baker Vapor.
9. Disclaimer
MT BAKER VAPOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ANY MT BAKER VAPOR WEBSITES OR THE PRODUCTS OR SERVICES PROVIDED THEREIN OR OTHERWISE OFFERRED BY MT BAKER VAPOR, ANY IMPLIED WARRANTIES OF ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF ANY MT BAKER VAPOR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
10. Representations and Warranties. You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. Limitations of Liability
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 OUR 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. Indemnification
You hereby agree to indemnify and hold harmless Mt Baker Vapor, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of, relate to, or are based on any claim related to any of your site(s), your participation in the Program, and/or your breach of any obligation, representation, or warranty set forth in this Agreement.
13. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during the effective term of this Agreement which is marked "Confidential" or would reasonably be understood as confidential information regardless of marking, 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 express written permission of the disclosing party.
14. Miscellaneous
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Mt Baker Vapor. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that could be reasonably understood to contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to the conflicts of laws and principles thereof. Any dispute arising out of or related to the Program, this Agreement, or the subject matter thereof shall be resolved in the state or federal courts of King County, Washington, USA, or Whatcom County, Washington, USA, and you agree to exclusive jurisdiction and venue therein.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
notes: Cannot bid on trademark, or trademark +, misspellings or variations
cannot use any coupon NOT provided on ShareASale.
