AFFILIATE PARTICIPATION AGREEMENT This Affiliate Participation Agreement contains the terms and conditions that apply to your participation as a member of the affiliate program (the “Affiliate Program”), for CulinaryTeas.com (the “Merchant Website”), which is a website operated by Culinary Teas (“we” “us” or “Merchant”). This Affiliate Program is administered through ShareASale.com Inc. (doing business as “ShareASale.com” or “Affiliate Network Partner”), operator of an affiliate network known as the ShareASale Network (the “Partner Network”). In this Agreement you are sometimes referred to as “you”, “your” or “Affiliate”. THIS IS A LEGALLY BINDING AGREEMENT. BY JOINING THIS AFFILIATE PROGRAM, OR BY CONTINUING TO PARTICIPATE IN THE AFFILIATE PROGRAM FOLLOWING ANY NOTIFICATION OF CHANGE, AMENDMENTS OR REVISIONS TO THIS AGREEMENT, OR RECEIVING AND USING LINKS TO THE MERCHANT WEBSITE, YOU ARE CONFIRMING THAT YOU (A) HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, (B) YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM. MERCHANT PARTNER IS A THIRD PARTY BENEFICIARY. YOU ACKNOWLEDGE THAT THE MERCHANT PARTNER IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT AND HAS THE RIGHTS TO ENFORCE THIS AGREEMENT. 1. Enrollment; Eligibility. In order to participate in this Affiliate Program, you must complete a participant application that is accessible through the Merchant Website or through the Partner Network. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If we reject your application, you may reapply at any time. Only websites with general or United States based domain name extensions (e.g. .com, .net, .org, .us, etc.) and primarily serve a United States based audience are eligible for participation in this Affiliate Program. You must be at least 18 years of age to join this Affiliate Program. By submitting an application to participate in this Affiliate Program, you represent, warrant, covenant and agree that (i) all information that you provide to us or our Affiliate Partner in connection with your participant application and/or in connection with your participation in this Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to lawfully enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, (iv) your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound, and (v) if you are a corporation or other legal entity, the person agreeing to this Agreement on behalf of that corporation or entity is authorized and lawfully able to bind such company or entity to this Agreement. 2. Suitability of Affiliate Websites. (a) Your websites, blogs, social media properties or other web publishing properties (each, a “website” and collectively, “websites”) are not suitable, and you may not participate in the Affiliate Program if the websites operated by you violate any of the following website suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites or any content or technology contained thereon will, at anytime during the period that you are an affiliate in this Affiliate Program, violate any of the following website suitability restrictions. In the event that we believe that you have violated any of the following website suitability restrictions we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Affiliate Program without notice. Your participating websites may not: (i) infringe on or violate our, or any other person’s or entity’s, intellectual property, publicity, privacy or other rights; (ii) fail to state a clear online privacy policy to your visitors; iii) require a username or password to access your websites, without our prior written consent (including via email); (iv) violate any law, rule or regulation; (v) promote or contain any content that is threatening, harassing, libelous, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials; (vi) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, or could otherwise be considered malware or spyware; (vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes; (viii) promote violence or contain violent materials; (ix) promote or undertake any illegal or immoral activity; (x) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age; (xi) use or promote the use of bulk email or spam; (xii) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; (xiii) use any software that gathers information through the customer’s Internet connection without his or her knowledge; (xiv) install spyware on another person’s computer, or cause spyware to be installed on another person’s computer, or utilize 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; (xv) use 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 use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on Merchant’s or Merchant’s competitors websites or on any other website other than your websites; (xvi) use iframing of affiliate links or pages; (xvii) market Merchant’s products via eBay or other auction or resale platforms; (xviii) use Merchant’s domain(s), URL(s) (in whole or in part), trademarks (including any variant or misspelling of any Merchant trademark) or Merchant Content to trigger the activation of software tools or in any other manner not explicitly consented to by Merchant in writing; (xix) engage in “domain recovery,” “typo squatting” or “domain redirection” strategies where misspelled versions of Merchant Domains or derivatives are used to capture indirectly typed in search queries that result in traffic routed through Qualifying Links; or (xx) use websites/urls or other marketing platforms for the promotion of the Affiliate Program without Merchant’s prior written consent. (b) You will be solely responsible for your websites. You may not (i) engineer your websites in a manner designed to direct or pull Internet traffic away from our Merchant website, (ii) attempt to modify or alter our Merchant website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our website, e.g., “framing” the Merchant website, without our prior written approval; or (iv) “scrape” or “spider” any Merchant website or any other website for Merchant Content (as defined below). (c) You may not purchase products during sessions initiated through Qualified Links on your websites for resale, or commercial use of any kind. Such purchases may result, in our sole discretion, in the withholding of the Revenue Share and/or the termination of this Agreement. (d) You may not use Merchant Content or any of our intellectual property in any manner that suggests that you are Merchant and not a participant in the Affiliate Program. You may link to the Merchant Website through a website on a social media platform; provided, however, that (i) you may not post links to or promote your social media websites on any Merchant-branded, operated or controlled social media page, (ii) you may not use Merchant Content or promote Merchant or Merchant’s Website in connection with any advertising on Facebook; (iii) you may not impersonate official social media properties of Merchant, any of Merchant’s affiliates or partners, including any professional or college sports team or athlete; (iv) you may not use trademarks of any third party in your social media page or as icons or avatars for your social media properties; and (v) we have the right, at any time and in our sole discretion, to prohibit or limit your right to link to the Merchant Website through a website on a social media platform. (e) We have the right in our sole and absolute discretion to monitor your websites at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your websites for such purpose. 3. Right to Use Merchant Content. (a) Subject to the terms and conditions herein, subject to and only upon approval of your application, we hereby grant to you, during the term hereof, a limited, non-exclusive, non-transferable, revocable, non-sublicenseable, non-assignable right to (i) access the Merchant Website through Qualified Links (defined below) provided by us from time to time, and (ii) use and display the Merchant Content (as defined below) that we may make available to you from time to time solely as provided to you (through the Partner Network, if applicable), solely for the purpose of generating the sale of Merchant’s products from your website that we have approved and solely in connection with your participation in this Affiliate Program. Any attempt to sublicense, assign or transfer this right is void. The foregoing right will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement, or otherwise upon termination of this Agreement. In addition, we may terminate the right in whole or in part upon written notice to you. (b) A "Qualifying Link" means a link from your website to our website using one of the URLs or graphic links provided by us (or through the Partner Network) for use in the Affiliate Program that allows us or our Affiliate Network Partner to track the use of such links by your visitors. All Qualifying Links that you will use in the Affiliate Program will be provided to you by us or the Partner Network or by other means selected by us, and only valid Qualifying Links generated by the Partner Network or by us will be tracked for purposes of determining Revenue Share that you may be eligible to receive on sales of products generated through your website. Except for the right to use the Merchant Content provided to you by us hereunder, we are not granting you any rights in, and you represent, warrant, covenant and agree that you will not use, in any manner, any trademarks, service marks, trade names, logos, banners, buttons, graphics, digital images, text, or other content or materials owned or controlled by us or our Merchant Partner. (c) Upon termination of this Agreement for any reason, or upon termination of the right granted to you in Section 3(a) above, you shall immediately remove from your websites, cease using, displaying or otherwise maintaining any interest in, and delete or otherwise destroy, the Merchant Content. For purposes of this Agreement “Merchant Content” means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text and other content, including user generated or user submitted content, and material which we may, in our sole discretion, make available to you in connection with this Affiliate Program from time to time. Such Merchant Content may be, directly or indirectly, owned by us or licensed to us by our Merchant Partner. 4. Special Offers. (a) From time to time, we may post on the Partner Network special offers (“Special Offers”) to pay certain members of the Affiliate Program, chosen at our sole discretion, a specified referral fee on sales of certain products. The terms of a Special Offer, as posted on the Partner Network or otherwise communicated to such members, shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the Special Offer and the terms of this Agreement, the terms of the Special Offer shall govern. (b) Advance notice of promotions, sales and special events is Confidential Information of ours and the Merchant Partner until such events are publicized by us or our Merchant Partner. From time to time you may be given prior notice of such events so that you may prepare content on your Website. The existence of such event and any Merchant Content provided to you is Confidential Information and may not be disclosed by you prior to the date specified by us. You also agree upon notice to promptly remove any Confidential Information from your site upon our request. 5. Merchant Content Usage Restrictions. IF YOU FAIL TO COMPLY WITH ANY OF THE RESTRICTIONS IN THIS SECTION 5, AT OUR SOLE DISCRETION YOU FORFEIT ANY COMMISSIONS OR OTHER PAYMENTS OTHERWISE EARNED BY YOU DURING SUCH TIME THAT YOU ARE NOT IN COMPLIANCE. (a) Obtaining and Using Merchant Content. You agree that you will not, except as specifically provided for in this Agreement (i) copy or obtain any images or other content relating to the Merchant from the Merchant Website or elsewhere, except through the Partner Network, (ii) copy or display any Merchant Content, (iii) modify, adapt, translate or create derivative works based on the Merchant Content, (iv) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Merchant Content, (v) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person or entity any right or interest in the Merchant Content, (vi) take any action which may cause deception, confusion or otherwise dilutes the quality of the Merchant Content or the goodwill associated therewith, or (vii) use the Merchant Content in any manner which disparages or portrays us or our Merchant Partner in a false, competitively adverse or poor light. (b) No Keyword Purchasing. Use of Paid Search Marketing (PPC) is not permitted in the Affiliate Program without express written consent. This includes purchase, bidding for or placement of ads on third party search engines including, but not limited to Google.com, AOL.com, Yahoo.com, Bing.com, MSN.com, Facebook.com, Ask.com, theFind.com and Miva.com or any other search engines or platforms offering the ability to buy traffic based on keywords on a CPC, PPC or CPM basis. Without limiting the foregoing, you agree that you will not purchase or bid for the placement of our or our Merchant Partner’s name or trademarks or any variation or misspelling thereof within any third party search engine or portal. (c) Trademark and Look and Feel Restrictions. Additionally, you agree that (i) you will not include any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, which is owned or controlled by us or our Merchant Partner in any domain name, URL, or similar identifier used by you, (ii) you will not alter or attempt to alter the look, feel, content, features or functionality of the Merchant Website, (iii) you will immediately substitute or remove any Merchant Content from your websites at our request, (iv) your websites will not in any way copy or resemble the look, feel or content of the Merchant Website or create any impression that your websites are part of the Merchant Website, (v) you will not purchase or contract with any other person or entity to exploit any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, which is owned or controlled by us or our Merchant Partner for any purpose, (vi) you will not use any Merchant Content in a manner which links or otherwise directs potential customers to any website other than the Merchant Website, and (vii) you will not attempt to intercept or redirect potential customers from or on the Merchant Website or any other website participating in this Affiliate Program. (d) Promotion Codes & Coupons. You may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized for Merchant’s Affiliate Program and explicitly authorized for your use. Any code not distributed for general use to all affiliates or to a specific affiliate through the Partner Network will be considered unauthorized and must be removed immediately. Affiliates may not use (i) “Click to Reveal” technology on their sites to obscure promotional codes; (ii) misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals or other savings are available; (iii) pop-ups, pop-unders, iframes, frames or any other actions (whether or not visible) that set affiliate cookies unless the user has expressly consented to activating a specific link or action.
