Provenance Meals
Program Terms
This Publisher’s Agreement (“Agreement”) is made between you (“Affiliate”) and CLEE Wellness, d/b/a, Provenance Meals with its principal place of business in Brooklyn, New York (“Provenance”, “We” or “Us”).
Both parties desire to establish the general terms and conditions that will govern advertising and commission arrangements between Affiliate and Provenance resulting from our participation in the Share A Sale Program (“Share a Sale”).
I. Definitions.
1. “Abandonment” means any account that, for a period or six (6) consecutive months: (1) has not been logged into, and (2) has not posted any transactions to the account.
2. “Affiliate Commission” or “Commission” means the compensation the Affiliate may earn on Qualified Transactions;
3. “Affiliate Website” means the ecommerce, blog or video site owned or operated by (or on behalf of) the Affiliate;
4. “Chargeback” means the cancellation of Commission due to the Affiliate, when, in the sole discretion of Provenance, a commission was earned due to fraud or suspected fraud, whether or not said fraud is on the part of the Affiliate;
5. “Commencement Date” means the date on which Provenance or Share A Sale advises Affiliate that its application to the Provenance Meals Affiliate Program was successful and that the company or individual is admitted as an Affiliate;
6. “Confidential Information” means all information or data (whether oral, visual, electronic, recorded, in writing or in any current or future media) disclosed to or obtained by Affiliate from Provenance or from a third-party, including without limitation, any information related to Provenance’s operations, processes, plans, intentions, price lists, pricing structure, intellectual property rights, market opportunities, customers and business affairs;
7. "Intellectual Property Rights" means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including (without limitation) patents, trademarks, service marks, trade names, design rights, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
8. “Merchant” means any site where owner is selling products or services;
9. “Provenance Affiliate Program” means the arrangement with an Affiliate in association with Share A Sale for the sale of products and services on the Provenance Website;
10. “Provenance Information Page” means the information page hosted by Share A Sale on behalf of Provenance that sets forth the amount of the Affiliate Commission and other commercial terms of the Provenance Affiliate Program;
11. “Provenance Link" means a hypertext link incorporating the Tracking Code and any Provenance Mark(s) that allows Visitors to move directly from the Affiliate Website to the Provenance Website in the format set out in the Share A Sale user interface within the Share A Sale members' area (which is available via a link from the Provenance Information Page);
12. "Provenance Mark(s)" means the trademarks, trade names, logos, text and other Intellectual Property Rights licensed to the Affiliate by Provenance solely for the purpose and duration of this Agreement;
13. "Provenance Website" means www.provenancemenals.com or such other address as Provenance advises Affiliate where Visitors may carry out Qualified Transactions;
14. “One-off Promotions” means a commission earned post-promotion on the discounted price of a product or service;
15. “Partner” means any site owner that wishes to promote and link to the Merchant’s site;
16. “Party” means an entity that is a party to this agreement;
17. “Qualified Transaction” means a transaction that occurs as a result of a Qualified Transaction from a Qualifying Link or Unique Code that is free from fraud and does not involve or include employees, and family members of employees, of Provenance. The Parties understand that a Qualified Transaction relates only to transactions taking place in the United States of America;
18. “Qualifying Link” is a link from Partner's site to Merchant's using one of the required URLs or any other URL provided by Merchant for use in Share A Sale if it is the last link used for Qualified Transactions;
19. “Share A Sale” means www.ShareASale.com, unless changed by Share A Sale;
20. “Tracking Code” means the tracking code used by Share A Sale to track and monitor various internet usage patterns including, without limitation, the Affiliate's performance in referring internet Visitors from the Affiliate’s Website to Provenance’s Website and recording which of those referrals result in a Qualified Transaction;
21. “Unique Code” means a code created by Provenance and provided exclusively to Affiliate.
22. “Visitor” means a person who uses: (a) a Unique Code, or (b) the Provenance Link created pursuant to this Agreement to be transferred from the Affiliate's Website or a subscription e-mail sent by the Affiliate to the Provenance Website.
II. Terms and Conditions.
From time to time, We may post on Share A Sale offers to pay to Affiliate a specified commission in return for certain advertising services leading to a Qualifying Link resulting in a Qualified Transaction. If Affiliate accepts one of our offers, we will have entered into an Alliance. Each Alliance shall have the same identification number as the original offer that lead to the Alliance and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Alliance and the terms of this Agreement, the terms of the Alliance shall govern.
III. Affiliate Representation and Warranties.
3.1 Affiliate hereby agrees to comply with all applicable laws.
3.2 Affiliate hereby agrees that the position, prominence and nature of Qualifying Links on the Affiliate Website shall comply with any requirements specified in the Alliance.
3.3 Affiliate agrees not to make any representations, warranties or other statements concerning Us, Our Website, any of Our products or services, or Our site policies, except as expressly authorized by the Alliance.
Affiliates will be required to adhere to Communication Dates. A Communication Date is the earliest date that an Affiliate may discuss, use, chat about, converse about, picture, suggest or otherwise make publicly available details about a campaign or a launch of a product or service. For example, a Communication Date of May 10 may apply to the launching of a new brand or the release of exclusive menu options. In this example, prior to May 10th, an Affiliate should not disclose, post suggestive information regarding, or use Links about the product prior to the Communication Date.
3.4 Affiliate is responsible for notifying Us and Share A Sale of any malfunctioning of the URLs specified in the Alliance or other problems with Affiliate’s participation in the Alliance.
3.5 The Affiliate is prohibited from trademark and brand bidding. Affiliate, therefore, shall not:
a. register, lodge or supply to any internet search engine or like service the terms attached hereto as Exhibit A or any other phrase which could be confused intentionally or otherwise, with "Provenance" or “Provenance Meals” unless otherwise agreed to in writing by Us;
b. register, lodge or supply to any internet search engine or like service the terms or phrases which could be confused intentionally or otherwise, with the designers appearing on the Provenance Website unless otherwise agreed to in writing by Provenance;
c. use any of Our brand terms or Our Marks, including misspells and other variants to gain preferential listings on Google, Yahoo, Mozilla, Firefox, Bing, Safari, MSN, or other search engine now existing or created in the future;
d. use 'branded term + generic terms' to gain preferential listings on search engines including, but not limited to, Google, Yahoo and MSN;
e. use any generic keywords that do not relate to Us such as fast food or high fat; and
f. bid on any Provenance’s competitor's brand terms to drive traffic to the required URLs or any other URL used for the Alliance.
3.6 The Affiliate shall not use any incentive for Visitors to click on the Provenance Link without the prior written agreement of Us and shall not use any coupons unless supplied by Us;
3.7 The Affiliate will adhere to the following rules with respect to landing pages:
a. all clicks must first land on Your site (which may include your social media profile), and the user must click from Your site to the required URL in order for there to be a Qualifying Link.;
b. Clicks must never land directly on the required URLs; and
c. Overlays and masked URLs are not permitted.
3.8 The Affiliate shall not use an internet search engine or like service to provide links directly to the Provenance Website;
3.9 The Affiliate shall guarantee that the only web page that appears on the Visitor's screen following the use of the Provenance Link is the Provenance Website homepage;
3.10 Notwithstanding Section 3.7 above, if you provide your Unique Code on a physical document, a Qualifying Transaction may occur where a customer visits the required URL without first landing on your site.
3.11 The Affiliate shall not participate as an Affiliate on behalf of Provenance or enter into a similar arrangement on Our behalf other than as provided under this Agreement;
3.12 The Affiliate will do nothing that would detrimentally affect Us or Our goodwill and/or reputation and shall fully indemnify Us against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Provenance may suffer or incur as a result of breach of this warranty;
3.13 The Affiliate will comply in all respects with any obligations the Affiliate may have under the federal, state and international (depending on the location of the Affiliate) data privacy and security laws.
IV. Affiliate’s Use of the Provenance Link.
4.1. Provenance grants to the Affiliate during this Agreement a revocable, non-exclusive, royalty-free, world-wide license to use, reproduce and display the Provenance Link on the Affiliate's Website solely for the purpose of creating Qualified Transactions through sales to Visitors using Qualifying Links. Any other use of the Provenance Link by the Affiliate or to link in any other way to the Provenance Website not set out in the preceding sentence of this Clause is expressly excluded.
4.2. The Affiliate shall only use Provenance Links obtained through the Share A Sale user interface within the Share A Sale members' area (which is available via a link from the Provenance Information Page) to link to the Provenance Website.
4.3. The Affiliate shall post the Provenance Link on the Affiliate Website and shall, except with the prior written consent of Provenance, have no right to display the Provenance Link other than in the format obtained by the Affiliate from Us through Share A Sale.
4.4. Provenance may, in its sole discretion and from time to time, change the appearance or style of the Provenance Link. The Affiliate agrees to only use the most up to date version of the Provenance Link for the purposes set out in this Agreement and shall remove any Provenance Link as instructed by Us or Share A Sale as required or requested.
4.5. The Affiliate acknowledges that the Intellectual Property Rights of Provenance is and shall remain the sole and exclusive property of Provenance. Any goodwill associated with any such rights shall inure exclusively for the benefit of Us.
4.6. The Affiliate agrees not to use the Provenance Link in a manner that disparages Provenance, its owners, employees, agents, and representatives or its products or services, or portrays Provenance, its owners, employees, agents and representatives and/or its products or services in a false light. The Affiliate will comply with Our requests as to the use of the Provenance Link or Intellectual Property Rights and will not knowingly take any action that diminishes the value thereof.
4.7. The Affiliate agrees not to reproduce or store all or any part of the Provenance Website in any for Provenance the Affiliate's Website or on any other website or other electronic retrieval system.
V. Commissions.
5.1 We agree to pay to Affiliate the commission specified in the Alliance if We sell to a Visitor to Our site a product or service that is the subject of the Alliance but only if that Visitor has (1) accessed Our Website and purchased the product or service via a Qualifying Link and the Visitor makes a Qualified Transaction or (2) purchased the product using a Unique Code.
5.2 The Commissions will be paid as money is collected by Us for Qualified Transactions.
5.3 We shall have the sole right and responsibility for processing all orders made by Visitors. Affiliate acknowledges that all agreements relating to sales to Visitors shall be between Us and the Visitor.
5.4 Affiliate shall be paid commissions on all Qualified Transactions except those that are made and paid for using returns credit or charge backs.
5.5 Affiliate shall earn commissions on the reduced price of One-Off Promotions and anniversary promotions but only if said promotions are provided by Us on the Share A Sale site.
5.6 All determinations of Qualifying Links and whether a commission is payable will be made by Share A Sale and will be final and binding on both Affiliate and Us. Prices for the products or services will be set solely by Us in Our sole discretion.
VI. Ownership and Licenses.
6.1 Each Party owns and shall retain all rights, titles and interests in its own names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
6.2 We grant to Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in each Alliance or during the registration process in Share A Sale, on Affiliate’s Website solely for the purpose of creating Qualifying Links from Affiliate’s Website(s) to Our Website(s) during Alliances for the sole purpose of effectuating Qualified Transactions. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
VII. Termination.
7.1 We may terminate any Alliance at any time by deleting an offer or Alliance through Share A Sale. Termination of a specific Alliance shall not terminate this Agreement or any other Alliance. An Affiliate may terminate an Alliance upon five (5) days’ written notice through Share A Sale, simultaneously with an email to affiliates@provenancemeals.com advising of the reason for the termination.
Provenance may terminate this Agreement at any time, for any reason, through Share A Sale. Affiliate may terminate this Agreement at any time with at least five (5) day's prior, written notice of such termination to Us (at affiliates@provenancemeals.com) and Share A Sale. This Agreement shall terminate upon an Affiliate’s Abandonment of its account. Termination of this Agreement shall also terminate any outstanding Alliances. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.
7.2 On termination:
a. all licenses granted by Us to the Affiliate under this Agreement will immediately terminate;
b. the Affiliate shall immediately remove the Provenance Link from the Affiliate's Website; and
c. We shall have no obligation to pay the Affiliate any commission which is accrued but unpaid as at the date of termination if this Agreement is terminated due to fraud, trademark bidding, or brand bidding.
VIII. Mutual Representations.
Each Party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other Party's site will not (i) infringe on any third Party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
VIII. Indemnification.
Affiliate hereby agrees to indemnify, defend and hold harmless Provenance and its directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
IX. Representations to Share A Sale by the Parties.
9.1. Each Party jointly and severally agrees to indemnify, defend, and hold harmless Share A Sale and its publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer, Alliance, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
9.2. The Parties agree that Share A Sale may rely on any data, notice, instruction or request furnished to Share A Sale by either party which is reasonably believed by Share A Sale to be genuine and to have been sent or presented by a person reasonably believed by Share A Sale to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Share A Sale, Share A Sale may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Share A Sale's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 9.1 above.
9.3 Provenance reserves the right to switch affiliate sites by providing thirty (30) days’ notice to Affiliate.
9.4. The parties acknowledge and agree that the nature of the product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the product, such as product-enabled servers. The Parties acknowledge that Share A Sale has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the product or either party's computer. Share A Sale shall not be responsible for provision of any communications facilities or the costs associated with such communications.
9.5. The Parties acknowledge that their participation may result in the placement of cookies on a participant’s computer.
9.6. The Parties agree that Share A Sale is an intended third-party beneficiary of this Agreement.
X. Limitation of Liability.
In no event shall Provenance be liable to an Affiliate for any direct, indirect, special, exemplary, consequential, or incidental damages, even if informed of the possibility of such damages.
XI. General.
11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
11.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of President.
11.3. By accepting any offer through Share A Sale, Affiliate agrees that it will be deemed to have executed, and will be bound by, this Agreement.
11.4. The provisions of this Agreement are independent of and separate from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
11.5. The singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons;
11.6. All headings are for convenience, have no legal effect and should be ignored when interpreting this Agreement.
11.7. The words "other", "including" and "in particular" do not limit the generality of any preceding words.
XII. Confidentiality.
The Parties will at all times keep confidential all Confidential Information acquired in consequence of this Agreement, except for information which they are bound to disclose by law or where information requested by regulatory agencies or information given to their professional advisers where reasonably necessary for the performance of their professional services. The provisions of this Clause 11.1 shall survive termination of this Agreement.
XIII. Remedies.
The remedies available to either Party under this Agreement shall be without prejudice to any other rights, either at common law or under statute, which it may have against the other Party.
XIV. Costs.
The Parties will bear all their own costs and expenses incurred in connection with this Agreement.
XV. Waiver.
The failure of either Party to enforce or to exercise, at any time or for a period of time or any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect that Party's right later to enforce or exercise it.
XVI. Severability.
The invalidity or unenforceability of any term, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term right did not exist.
XVII. Assignment.
This Agreement is personal to the Affiliate and may not be assigned, transferred, sub-contracted or otherwise parted with this Agreement or any right or obligation under it without Provenance's prior written consent.
XVIII. Force Majeure.
Neither Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its reasonable control such as an Act of God or political embargo.
XIX. Variation.
19.1. This Agreement (or any provision of it) may be amended upon five (5) days’ written notice by Provenance to the Affiliate signed by a duly authorized representative of Provenance.
19.2. The continued performance of the Affiliate's obligations under this Agreement after the notice period set out in Clause 19.1 has elapsed shall be deemed to be a binding acceptance of such amendments.
XX. Entire Agreement.
This Agreement and the Provenance Information Page contain all the terms which the Parties have agreed in relation to the subject matter of this Agreement. Neither of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain save that this clause shall not exclude any liability which one Party would otherwise have to the other in respect of statements made fraudulently.
Both parties desire to establish the general terms and conditions that will govern advertising and commission arrangements between Affiliate and Provenance resulting from our participation in the Share A Sale Program (“Share a Sale”).
I. Definitions.
1. “Abandonment” means any account that, for a period or six (6) consecutive months: (1) has not been logged into, and (2) has not posted any transactions to the account.
2. “Affiliate Commission” or “Commission” means the compensation the Affiliate may earn on Qualified Transactions;
3. “Affiliate Website” means the ecommerce, blog or video site owned or operated by (or on behalf of) the Affiliate;
4. “Chargeback” means the cancellation of Commission due to the Affiliate, when, in the sole discretion of Provenance, a commission was earned due to fraud or suspected fraud, whether or not said fraud is on the part of the Affiliate;
5. “Commencement Date” means the date on which Provenance or Share A Sale advises Affiliate that its application to the Provenance Meals Affiliate Program was successful and that the company or individual is admitted as an Affiliate;
6. “Confidential Information” means all information or data (whether oral, visual, electronic, recorded, in writing or in any current or future media) disclosed to or obtained by Affiliate from Provenance or from a third-party, including without limitation, any information related to Provenance’s operations, processes, plans, intentions, price lists, pricing structure, intellectual property rights, market opportunities, customers and business affairs;
7. "Intellectual Property Rights" means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including (without limitation) patents, trademarks, service marks, trade names, design rights, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
8. “Merchant” means any site where owner is selling products or services;
9. “Provenance Affiliate Program” means the arrangement with an Affiliate in association with Share A Sale for the sale of products and services on the Provenance Website;
10. “Provenance Information Page” means the information page hosted by Share A Sale on behalf of Provenance that sets forth the amount of the Affiliate Commission and other commercial terms of the Provenance Affiliate Program;
11. “Provenance Link" means a hypertext link incorporating the Tracking Code and any Provenance Mark(s) that allows Visitors to move directly from the Affiliate Website to the Provenance Website in the format set out in the Share A Sale user interface within the Share A Sale members' area (which is available via a link from the Provenance Information Page);
12. "Provenance Mark(s)" means the trademarks, trade names, logos, text and other Intellectual Property Rights licensed to the Affiliate by Provenance solely for the purpose and duration of this Agreement;
13. "Provenance Website" means www.provenancemenals.com or such other address as Provenance advises Affiliate where Visitors may carry out Qualified Transactions;
14. “One-off Promotions” means a commission earned post-promotion on the discounted price of a product or service;
15. “Partner” means any site owner that wishes to promote and link to the Merchant’s site;
16. “Party” means an entity that is a party to this agreement;
17. “Qualified Transaction” means a transaction that occurs as a result of a Qualified Transaction from a Qualifying Link or Unique Code that is free from fraud and does not involve or include employees, and family members of employees, of Provenance. The Parties understand that a Qualified Transaction relates only to transactions taking place in the United States of America;
18. “Qualifying Link” is a link from Partner's site to Merchant's using one of the required URLs or any other URL provided by Merchant for use in Share A Sale if it is the last link used for Qualified Transactions;
19. “Share A Sale” means www.ShareASale.com, unless changed by Share A Sale;
20. “Tracking Code” means the tracking code used by Share A Sale to track and monitor various internet usage patterns including, without limitation, the Affiliate's performance in referring internet Visitors from the Affiliate’s Website to Provenance’s Website and recording which of those referrals result in a Qualified Transaction;
21. “Unique Code” means a code created by Provenance and provided exclusively to Affiliate.
22. “Visitor” means a person who uses: (a) a Unique Code, or (b) the Provenance Link created pursuant to this Agreement to be transferred from the Affiliate's Website or a subscription e-mail sent by the Affiliate to the Provenance Website.
II. Terms and Conditions.
From time to time, We may post on Share A Sale offers to pay to Affiliate a specified commission in return for certain advertising services leading to a Qualifying Link resulting in a Qualified Transaction. If Affiliate accepts one of our offers, we will have entered into an Alliance. Each Alliance shall have the same identification number as the original offer that lead to the Alliance and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Alliance and the terms of this Agreement, the terms of the Alliance shall govern.
III. Affiliate Representation and Warranties.
3.1 Affiliate hereby agrees to comply with all applicable laws.
3.2 Affiliate hereby agrees that the position, prominence and nature of Qualifying Links on the Affiliate Website shall comply with any requirements specified in the Alliance.
3.3 Affiliate agrees not to make any representations, warranties or other statements concerning Us, Our Website, any of Our products or services, or Our site policies, except as expressly authorized by the Alliance.
Affiliates will be required to adhere to Communication Dates. A Communication Date is the earliest date that an Affiliate may discuss, use, chat about, converse about, picture, suggest or otherwise make publicly available details about a campaign or a launch of a product or service. For example, a Communication Date of May 10 may apply to the launching of a new brand or the release of exclusive menu options. In this example, prior to May 10th, an Affiliate should not disclose, post suggestive information regarding, or use Links about the product prior to the Communication Date.
3.4 Affiliate is responsible for notifying Us and Share A Sale of any malfunctioning of the URLs specified in the Alliance or other problems with Affiliate’s participation in the Alliance.
3.5 The Affiliate is prohibited from trademark and brand bidding. Affiliate, therefore, shall not:
a. register, lodge or supply to any internet search engine or like service the terms attached hereto as Exhibit A or any other phrase which could be confused intentionally or otherwise, with "Provenance" or “Provenance Meals” unless otherwise agreed to in writing by Us;
b. register, lodge or supply to any internet search engine or like service the terms or phrases which could be confused intentionally or otherwise, with the designers appearing on the Provenance Website unless otherwise agreed to in writing by Provenance;
c. use any of Our brand terms or Our Marks, including misspells and other variants to gain preferential listings on Google, Yahoo, Mozilla, Firefox, Bing, Safari, MSN, or other search engine now existing or created in the future;
d. use 'branded term + generic terms' to gain preferential listings on search engines including, but not limited to, Google, Yahoo and MSN;
e. use any generic keywords that do not relate to Us such as fast food or high fat; and
f. bid on any Provenance’s competitor's brand terms to drive traffic to the required URLs or any other URL used for the Alliance.
3.6 The Affiliate shall not use any incentive for Visitors to click on the Provenance Link without the prior written agreement of Us and shall not use any coupons unless supplied by Us;
3.7 The Affiliate will adhere to the following rules with respect to landing pages:
a. all clicks must first land on Your site (which may include your social media profile), and the user must click from Your site to the required URL in order for there to be a Qualifying Link.;
b. Clicks must never land directly on the required URLs; and
c. Overlays and masked URLs are not permitted.
3.8 The Affiliate shall not use an internet search engine or like service to provide links directly to the Provenance Website;
3.9 The Affiliate shall guarantee that the only web page that appears on the Visitor's screen following the use of the Provenance Link is the Provenance Website homepage;
3.10 Notwithstanding Section 3.7 above, if you provide your Unique Code on a physical document, a Qualifying Transaction may occur where a customer visits the required URL without first landing on your site.
3.11 The Affiliate shall not participate as an Affiliate on behalf of Provenance or enter into a similar arrangement on Our behalf other than as provided under this Agreement;
3.12 The Affiliate will do nothing that would detrimentally affect Us or Our goodwill and/or reputation and shall fully indemnify Us against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Provenance may suffer or incur as a result of breach of this warranty;
3.13 The Affiliate will comply in all respects with any obligations the Affiliate may have under the federal, state and international (depending on the location of the Affiliate) data privacy and security laws.
IV. Affiliate’s Use of the Provenance Link.
4.1. Provenance grants to the Affiliate during this Agreement a revocable, non-exclusive, royalty-free, world-wide license to use, reproduce and display the Provenance Link on the Affiliate's Website solely for the purpose of creating Qualified Transactions through sales to Visitors using Qualifying Links. Any other use of the Provenance Link by the Affiliate or to link in any other way to the Provenance Website not set out in the preceding sentence of this Clause is expressly excluded.
4.2. The Affiliate shall only use Provenance Links obtained through the Share A Sale user interface within the Share A Sale members' area (which is available via a link from the Provenance Information Page) to link to the Provenance Website.
4.3. The Affiliate shall post the Provenance Link on the Affiliate Website and shall, except with the prior written consent of Provenance, have no right to display the Provenance Link other than in the format obtained by the Affiliate from Us through Share A Sale.
4.4. Provenance may, in its sole discretion and from time to time, change the appearance or style of the Provenance Link. The Affiliate agrees to only use the most up to date version of the Provenance Link for the purposes set out in this Agreement and shall remove any Provenance Link as instructed by Us or Share A Sale as required or requested.
4.5. The Affiliate acknowledges that the Intellectual Property Rights of Provenance is and shall remain the sole and exclusive property of Provenance. Any goodwill associated with any such rights shall inure exclusively for the benefit of Us.
4.6. The Affiliate agrees not to use the Provenance Link in a manner that disparages Provenance, its owners, employees, agents, and representatives or its products or services, or portrays Provenance, its owners, employees, agents and representatives and/or its products or services in a false light. The Affiliate will comply with Our requests as to the use of the Provenance Link or Intellectual Property Rights and will not knowingly take any action that diminishes the value thereof.
4.7. The Affiliate agrees not to reproduce or store all or any part of the Provenance Website in any for Provenance the Affiliate's Website or on any other website or other electronic retrieval system.
V. Commissions.
5.1 We agree to pay to Affiliate the commission specified in the Alliance if We sell to a Visitor to Our site a product or service that is the subject of the Alliance but only if that Visitor has (1) accessed Our Website and purchased the product or service via a Qualifying Link and the Visitor makes a Qualified Transaction or (2) purchased the product using a Unique Code.
5.2 The Commissions will be paid as money is collected by Us for Qualified Transactions.
5.3 We shall have the sole right and responsibility for processing all orders made by Visitors. Affiliate acknowledges that all agreements relating to sales to Visitors shall be between Us and the Visitor.
5.4 Affiliate shall be paid commissions on all Qualified Transactions except those that are made and paid for using returns credit or charge backs.
5.5 Affiliate shall earn commissions on the reduced price of One-Off Promotions and anniversary promotions but only if said promotions are provided by Us on the Share A Sale site.
5.6 All determinations of Qualifying Links and whether a commission is payable will be made by Share A Sale and will be final and binding on both Affiliate and Us. Prices for the products or services will be set solely by Us in Our sole discretion.
VI. Ownership and Licenses.
6.1 Each Party owns and shall retain all rights, titles and interests in its own names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
6.2 We grant to Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in each Alliance or during the registration process in Share A Sale, on Affiliate’s Website solely for the purpose of creating Qualifying Links from Affiliate’s Website(s) to Our Website(s) during Alliances for the sole purpose of effectuating Qualified Transactions. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
VII. Termination.
7.1 We may terminate any Alliance at any time by deleting an offer or Alliance through Share A Sale. Termination of a specific Alliance shall not terminate this Agreement or any other Alliance. An Affiliate may terminate an Alliance upon five (5) days’ written notice through Share A Sale, simultaneously with an email to affiliates@provenancemeals.com advising of the reason for the termination.
Provenance may terminate this Agreement at any time, for any reason, through Share A Sale. Affiliate may terminate this Agreement at any time with at least five (5) day's prior, written notice of such termination to Us (at affiliates@provenancemeals.com) and Share A Sale. This Agreement shall terminate upon an Affiliate’s Abandonment of its account. Termination of this Agreement shall also terminate any outstanding Alliances. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.
7.2 On termination:
a. all licenses granted by Us to the Affiliate under this Agreement will immediately terminate;
b. the Affiliate shall immediately remove the Provenance Link from the Affiliate's Website; and
c. We shall have no obligation to pay the Affiliate any commission which is accrued but unpaid as at the date of termination if this Agreement is terminated due to fraud, trademark bidding, or brand bidding.
VIII. Mutual Representations.
Each Party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other Party's site will not (i) infringe on any third Party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
VIII. Indemnification.
Affiliate hereby agrees to indemnify, defend and hold harmless Provenance and its directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
IX. Representations to Share A Sale by the Parties.
9.1. Each Party jointly and severally agrees to indemnify, defend, and hold harmless Share A Sale and its publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer, Alliance, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
9.2. The Parties agree that Share A Sale may rely on any data, notice, instruction or request furnished to Share A Sale by either party which is reasonably believed by Share A Sale to be genuine and to have been sent or presented by a person reasonably believed by Share A Sale to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Share A Sale, Share A Sale may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Share A Sale's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 9.1 above.
9.3 Provenance reserves the right to switch affiliate sites by providing thirty (30) days’ notice to Affiliate.
9.4. The parties acknowledge and agree that the nature of the product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the product, such as product-enabled servers. The Parties acknowledge that Share A Sale has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the product or either party's computer. Share A Sale shall not be responsible for provision of any communications facilities or the costs associated with such communications.
9.5. The Parties acknowledge that their participation may result in the placement of cookies on a participant’s computer.
9.6. The Parties agree that Share A Sale is an intended third-party beneficiary of this Agreement.
X. Limitation of Liability.
In no event shall Provenance be liable to an Affiliate for any direct, indirect, special, exemplary, consequential, or incidental damages, even if informed of the possibility of such damages.
XI. General.
11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
11.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of President.
11.3. By accepting any offer through Share A Sale, Affiliate agrees that it will be deemed to have executed, and will be bound by, this Agreement.
11.4. The provisions of this Agreement are independent of and separate from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
11.5. The singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons;
11.6. All headings are for convenience, have no legal effect and should be ignored when interpreting this Agreement.
11.7. The words "other", "including" and "in particular" do not limit the generality of any preceding words.
XII. Confidentiality.
The Parties will at all times keep confidential all Confidential Information acquired in consequence of this Agreement, except for information which they are bound to disclose by law or where information requested by regulatory agencies or information given to their professional advisers where reasonably necessary for the performance of their professional services. The provisions of this Clause 11.1 shall survive termination of this Agreement.
XIII. Remedies.
The remedies available to either Party under this Agreement shall be without prejudice to any other rights, either at common law or under statute, which it may have against the other Party.
XIV. Costs.
The Parties will bear all their own costs and expenses incurred in connection with this Agreement.
XV. Waiver.
The failure of either Party to enforce or to exercise, at any time or for a period of time or any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect that Party's right later to enforce or exercise it.
XVI. Severability.
The invalidity or unenforceability of any term, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term right did not exist.
XVII. Assignment.
This Agreement is personal to the Affiliate and may not be assigned, transferred, sub-contracted or otherwise parted with this Agreement or any right or obligation under it without Provenance's prior written consent.
XVIII. Force Majeure.
Neither Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its reasonable control such as an Act of God or political embargo.
XIX. Variation.
19.1. This Agreement (or any provision of it) may be amended upon five (5) days’ written notice by Provenance to the Affiliate signed by a duly authorized representative of Provenance.
19.2. The continued performance of the Affiliate's obligations under this Agreement after the notice period set out in Clause 19.1 has elapsed shall be deemed to be a binding acceptance of such amendments.
XX. Entire Agreement.
This Agreement and the Provenance Information Page contain all the terms which the Parties have agreed in relation to the subject matter of this Agreement. Neither of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain save that this clause shall not exclude any liability which one Party would otherwise have to the other in respect of statements made fraudulently.