Our affiliates are a very important part of our company. We do our best to treat you with complete fairness and the respect that you deserve. We ask you for the same consideration. We have written the following affiliate agreement to protect our company's good name. If you have any questions, please don't hesitate to contact us. We are firm believers in open and honest communication. For quickest results please email us at info@soulinsole.com. You can also reach us via phone, toll-free: 1-619-746-7256. AFFILIATE AGREEMENT PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SOUL INSOLE, INC. (SOULINSOLE.COM) BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 1. Overview This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Soul Insole's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the SoulInsole.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to SoulInsole.com, and "you," "your," and "yours" refer to the affiliate.2. Affiliate Obligations2.1. To begin the enrollment process, you will 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 date. We may reject your application at our discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:2.1.1. Promotes sexually explicit materials 2.1.2. Promotes illegal activities 2.1.3. Includes any material which infringes or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law2.1.4. Promotes violence 2.1.5. Promotes discrimination based on race, nationality, disability, sex, religion, sexual orientation, or age 2.1.6. Includes "Soul Insole" or variations or misspellings thereof in its domain name 2.1.7. Contains software downloads that can enable diversions of commission from other affiliates in our program. 2.1.8. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are SoulInsole.com or any other affiliated business.2.2. As a member of SoulInsole.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and affiliate creatives, download HTML code (that provides for links to web pages within the SoulInsole.com web site) and browse and get tracking codes for possible coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.2.3. The maintenance and the updating of your site will be your responsibility. We may review your site as we feel necessary to make sure that it is current and to notify you of any changes that we feel should enhance your performance.2.4. SoulInsole.com reserves the right, to go over your placement and approve your links and require that you change the placement or use to comply with the guidelines provided to you.2.5. 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.3. SoulInsole.com Rights and Obligations3.1. We have the right to view your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we might want. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the SoulInsole.com Affiliate Program.3.2. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.3.3. SoulInsole.com reserves the right to terminate this Agreement and your participation in the SoulInsole.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the SoulInsole.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, SoulInsole.com shall not be liable to you for any commissions for such fraudulent sales.4. TerminationWith or without cause, either you or we may end this Agreement AT ANY TIME, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.5. ModificationWe may make changes to any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and SoulInsole.com's Affiliate Program rules. If any modification is unacceptable to you, you must end this Agreement. Your continued participation in SoulInsole.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your knowledge and approval to the changes.6. PaymentSoulInsole.com uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.7. Access to Affiliate Account InterfaceYou will create a password so that you may enter ShareASale’s secure affiliate account interface. From ShareASale’s site you will be able to receive your reports describing the calculation of the commissions due to you.8. Promotion Restrictions8.1. You are free to promote your own web sites, but naturally any promotion that mentions SoulInsole.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by SoulInsole.com. For example, advertising also known as "spamming" is unacceptable to us and could damage our name. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. At all times, you must clearly represent yourself and your web sites as separate from SoulInsole.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SoulInsole.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.8.2. Affiliate shall not transmit any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Wallets”, “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Soul Insole's website (i.e., no page from our site or any SoulInsole.com’s content or branding is visible on the end-user’s screen). 8.3. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as SoulInsole.com, Soul Insole, www.SoulInsole, www.SoulInsole.com, Shoe Bubble, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Soul Insole's Affiliate Program. We will try our best to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.9. Grant of Licenses9.1. 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 rights in the proprietary materials covered by this license. Excluding 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.9.2. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links according to the terms of this Agreement and (ii) solely in connection with such 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 if you are a member in good standing of SoulInsole.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of SoulInsole.com and the associate trust will be to the sole benefit of SoulInsole.com.10. DisclaimerSoulInsole.com does not make any express or implied representations or warranties regarding SoulInsole.com’s website or the products or services provided therin. Any implied warranties of SoulInsole.com for a particular purpose and and non-infringement are expressly disclaimed and not included. Additionally, we do not make any 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.11. Representations and WarrantiesYou represent and warrant that:11.1. This Agreement has been fully understood, executed and delivered by you and represents your legal, valid, and binding obligation, enforceable against you in accordance with its terms;11.2. You have the full right, 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;11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.12. Limitations of LiabilityWE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, 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. ALSO, ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SOULINSOLE.COM'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.13. IndemnificationYou hereby agree to indemnify and hold harmless SoulInsole.com, and its subsidiaries and affiliates, and their directors, agents, officers, employees, members, shareholders, partners, 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") as such Losses arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.14. ConfidentialityAll confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the property of the disclosing party, and each party will keep confidential and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.15. Miscellaneous15.1. 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 SoulInsole.com. You have no authority to make or agree to any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.15.2. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.15.3. 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.15.4. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or majority all of the business or assets of a third party.15.5. 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 takes effect,.15.6. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.15.7. This Agreement represents the entire agreement between us and you, and shall supersede any prior agreements and communications of the parties, oral or written.
