Perdue Farms

AFFILIATE PARTICIPATION AGREEMENT
This Affiliate Participation Agreement (the “Agreement”) contains the terms and conditions that apply to your participation as a member of the affiliate program (the "Affiliate Program") for www.perduefarms.com and the associated mobile (or mobile optimized) or tablet (or table optimized) website(s), if applicable (collectively, the "Merchant Website"), which is a website owned by Perdue Foods LLC ("we" "us" or "Merchant"). This Affiliate Program is administered through Shareasale.com, Inc. (“ShareASale”), operators of the ShareASale Affiliate Marketing Network(the “Network”). In this Agreement you are referred to as "you" or "Affiliate" or with “your”.

THIS IS AND WILL BE A LEGALLY BINDING AGREEMENT WITH EACH AFFILIATE. BY CLICKING “I ACCEPT,” JOINING THIS AFFILIATE PROGRAM, OR RECEIVING AND USING LINKS TO THE MERCHANT WEBSITE, WHICHEVER OCCURS FIRST, YOU ARE THEREBY AND HEREBY CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, YOU WILL NOT BE PERMITTED TO JOIN THE AFFILIATE PROGRAM.
1. Enrollment; Eligibility. Notwithstanding the application of this Agreement to each Affiliate, please note that participation in the Affiliate Program further requires you to complete a participant application that is accessible through the 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 anytime. 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 (or the legal age of majority (whichever is greater)) 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 ShareASale in connection with your participant application and/or in connection with your participation in this Affiliate Program is true, complete and accurate, (ii) you (and the entity named in your application and on whose behalf you enter or wish to enter the Affiliate Program) have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you (and any entity named in your application and on whose behalf you enter or wish to enter the Affiliate Program) in accordance with the terms and conditions herein, and (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.
2. Suitability of Affiliate Websites and Affiliate Content.
(a) Your websites and/or any web or social media content (“Affiliate Content”) are not permissible or suitable for and you may not participate in the Affiliate Program if any of the participating websites or Affiliate Content owned, controlled, or operated by you violate any of the following suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites, Affiliate Content or any content or technology contained thereon or used therewith will, at any time during the period that you are a part of this Affiliate Program, violate any of the following suitability restrictions. In the event we believe that you have violated any of the following 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 further notice. Your participating websites may not:
(i) infringe on, violate, or misappropriate 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, which complies with applicable laws and regulations and generally recognized industry practices,
(iii) require a username or password to access your websites, without our prior written consent (including via email),
(iiii) violate any law, rule or regulation,
(v) contain any content that is threatening, harassing, 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, tools, or programming code that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information,
(vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
(viii) promote violence or any illegal or immoral activity,
(ix) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age,
(x) use or promote the use of bulk email or spam,
(xi) 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,
(xii) use any software that gathers information through the customer's Internet connection without his or her knowledge,
(xiii) 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, and/or
(xiiii) 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 are provided or purchased from a third party) on Merchant’s or Merchant’s competitors’ websites or on any other website other than your websites.
(b) You may not:
(i) engineer your websites or Affiliate Content in a manner designed to direct or pull Internet traffic away from the Merchant Website,
(ii) attempt to modify or alter the Merchant Website in any way,
(iii) make any representations, either express or implied, or create an appearance that a visitor to your website or Affiliate content is visiting our website, e.g., “mirroring” or "framing" the Merchant Website, without our prior written approval,
(iiii) use any “deep link,” (if unauthorized by Merchant) "page scrape," “robot” or "spider" or any other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual processes to access, acquire, copy, or monitor any portion of any Merchant Website or any other website for Merchant Content (as defined below),
(v) attempt to gain unauthorized access to any portion or feature of the Merchant Website or any other systems or networks connected to the Merchant Website or to any server or to any of the services offered on or through the Merchant Website, by hacking, password "mining," or any other illegitimate or prohibited means,
(vi) probe, scan, or test the vulnerability of the Merchant Website or any network connected to the Merchant Website, or breach the security or authentication measures on the Merchant Website or any network connected to the Merchant Website,
(vii) reverse look-up, trace, or seek to trace, in a manner not authorized by Merchant, any information on any other user of, or visitor to, the Merchant Website,
(viii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Merchant Website or networks or any systems or networks connected to the Merchant Website,
(ix) use any device, software, or routine to interfere with the proper working of the Merchant Website or any transaction conducted on the Merchant Website, or with any other person's use of the Merchant Website,
(x) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise the identity or the origin of any message, link, or transmittal sent on or through the Merchant Website,
(xi) use the Merchant Website to harvest or collect in a manner not authorized by Merchant email addresses or other contact information, and/or
(xii) otherwise use the Merchant Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact ShareASale or Merchant, or any of their interests or goodwill.
(c) You may not purchase products during sessions initiated through Qualifying Links (as such term is defined herein) 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 (as such term is defined herein) or the termination of this Agreement.
(d) We have the right in our sole and absolute discretion to monitor your participating websites and/or Affiliate Content 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 restrict our access to your websites or Affiliate Content for such purpose.
3. Right to Use Merchant Content.
(a) Subject to the terms and conditions herein, 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 Qualifying 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 Network and solely for the purpose of generating the sale of Merchant’s products from the Merchant Website through Qualifying Links 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. We may terminate your rights to use the Merchant Content for any reason at any time in our sole and absolute discretion.
(b) A "Qualifying Link" means a direct link (without any intervening page or advertisement) from your website to the Merchant Website using one of the URLs or graphic links provided by us (or through the Network) for use in the Affiliate Program that allows ShareASale 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 from the Network or by other means selected by us, and only valid Qualifying Links generated by the 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. Affiliates cannot append ShareASale tracking to links that are not supplied by Merchant in order to make them appear as a Qualifying Link and to collect commissions from resulting sales. At Merchant’s discretion, Merchant may choose to withhold commissions in any month in which Affiliate is caught tagging unauthorized links. 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.
(c) Upon termination of this Agreement, for any reason, you shall immediately cease using, displaying or otherwise maintaining any interest in the Merchant Content or a Qualifying Link. For purposes of this Agreement "Merchant Content" means any and all Merchant trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text and other 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.
4. Special Offers.
(a) From time to time, we may post on or through the 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 Network or otherwise communicated to such members, shall be governed by and apply to you pursuant to 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 as they relate to such offer.
(b) Advance notice of promotions, sales and special events is Confidential Information (as hereinafter defined) of ours and ShareASale until such events are publicized by us or ShareASale. From time to time you may be given prior notice of such events so that you may prepare content on your participating websites. You hereby acknowledge and agree that 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(s) 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 PAYBLE TO 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 Network,
(ii) copy or display any Merchant Content,
(iii) modify, adapt, translate or create derivative works based on the Merchant Content,
(iiii) 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, and/or
(vii) use the Merchant Content in any manner which disparages or portrays us in a false, competitively adverse or poor light.
(b) No Keyword Purchasing. You agree that you will not purchase or bid for the placement of our name or trademarks or any variation or misspelling thereof within any third-party search engine or portal, including but not limited to AOL.com, Yahoo.com, MSN.com and Google.com., ask.com and miva.com.
(c) Search Engine and Advertising Restrictions. You also agree to the following additional search engine advertising rules:
(i) all advertisements by you must be directed to your participating website or a page within your participating website,
(ii) none of your advertisements may link directly to the Merchant Website or any page within the Merchant Website,
(iii) you will not show the Merchant Website URL as the URL in your ads,
(iiii) you will not use the words "official site" or words to similar effect in connection with any use of our trademarks, or otherwise suggest or imply that your site is an (or the) official Merchant Site or a partner, and
(v) you will stop bidding on any keyword term at our request.
If you are determined by us to be in violation of this Section 5(c), we reserve the right to forfeit (and not pay to you) any commission or other payments otherwise payable to you that were obtained during any monthly period of which such violation occurred.

(d) Social Media Restrictions. You agree under this Agreement and with respect to any amounts that may be earned by you hereunder to the following social media advertising rules:
(i) none of your advertisements may be posted on Merchant’s social media properties,
(ii) all advertisements by you must be directed to your site or a page within your site,
(iii) none of your advertisements may link directly to the Merchant Website or any page within the Merchant Website,
(iiii) you will not show the Merchant Website URL as the URL in your ads,
(v) you will not use the words "official site" or words to similar effect in connection with any use of our trademarks, or otherwise suggest or imply that your site is an official Merchant Website or partner,
(vi) you will stop promoting Merchant links to any social platform at our request, and
(vii) you will not promote Merchant trademarks or promotions with social media display advertisements.
(e) 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 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,
(iiii) 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 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.
(f) 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.
(g) Communications with Consumers. You may not, without our prior written consent:
(i) generate or send any email messages or other "electronic messages" using or containing our name or logo, or any variation thereof, or any of the Qualifying Links or URLs provided to you as part of the Affiliate Program,
(ii) send any email or other "electronic messages" that in any way suggests or implies or misleads, or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents), a recipient into believing that we or any related entity was the sender or sponsor of such email or procured or induced you to send such email,
(iii) forward, redistribute, or otherwise repurpose any email communications or newsletters or other "electronic messages" that we send to our customers or members of the Network, and
(iiii) generate or send any unsolicited email (spam) under this Agreement or any email in violation of the CAN-SPAM Act of 2003 or any other applicable laws or regulations.
6. Property Ownership Rights. You acknowledge and agree that we retain all rights, title and interest in and to all property rights embodied in or associated with the Merchant Content. You represent, warrant, covenant and agree that you will not, and will not assist any third party to, now or in the future, (i) take any action challenging or otherwise inconsistent with our ownership of, or other right in, the Merchant Content, or (ii) register or attempt to register any trademark, service mark, logo, trade name, domain name, or similar business identifier, that contains any name, trademark, service mark, logo, trade name or other content or material owned or controlled by us or any derivation, including misspellings, thereof. All goodwill and benefits accruing from the use of the Merchant Content will automatically vest in us. You agree to cooperate with us and to take any additional actions reasonably requested by us to effect, perfect or confirm our rights, title and interest in the Merchant Content.
7. Operation and Maintenance of the Merchant Website.
(a) You acknowledge and agree that we will accept or reject, in our sole and absolute discretion, all orders by customers for merchandise placed on or through the Merchant Website. You further acknowledge and agree that:
(i) you do not have any authority to make or accept any offer or commitment on our behalf,
(ii) we cannot and do not, guarantee the availability of any merchandise or other services offered for sale on or through the Merchant Website, and
(iii) we are solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the Merchant Website and the sale of merchandise thereunder.
Customers who access the Merchant Website will be deemed our customers. Accordingly, all of our then applicable rules, policies and procedures concerning orders, returns, refunds, customer service, privacy and other terms of use and sale will apply to such customers. As between the parties, all information obtained through the use of the Merchant Website shall be our exclusive property.

(b) Prices to be charged for products sold under the Affiliate Program may be changed by us from time to time. Product availability may also vary from time to time.
8. Revenue Share Payments.
(a) During the term of this Agreement, we agree to pay you a certain amount of money (the "Revenue Share") equal to the applicable percentage of Net Revenue determined pursuant to the schedule set forth in the Affiliate Program overview/description materials posted on the Network or otherwise provided by us. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Revenue Share schedule from time to time (with notice of any updates provided by us or through a designated website). For purposes of this Agreement, "Net Revenue" means all payments actually received (and excluding any redemption for coupons or credits) from merchandise sold in a transaction for a product from the Merchant Website resulting directly from a Qualifying Link tracked by ShareASale from your participating website to the Merchant Website in accordance with this Agreement, where the customer purchases such merchandise, less all taxes, promotions/discounts, shipping and handling charges, gift wrapping and other value-added service charges, returns and chargebacks. You acknowledge and agree that Affiliates will only be entitled to collect commission on purchases made during the same and initial online visit and session or, if the customer completes such purchase within seventy-two (72) hours after the customer has initially entered or accessed the Merchant Website through a Qualifying Link from your website (“Revenue Share Period”) and the customer reenters the Merchant Website directly during the Revenue Share Period (and not through another Affiliate’s link) to purchase such items, provided that the customer did not have any items in their cart on the Merchant Website prior to the initial visit to the Merchant Website via your Qualifying Link. We also do not pay a Revenue Share on the purchase of gift certificates or gift cards. All determinations of Qualifying Links and whether a Revenue Share is payable at any given time will be made by us and ShareASale in our sole discretion and will be final and binding on you.
(b) Subject to the terms and conditions of this Agreement, we will pay you the above-described Revenue Share on a bi-monthly basis, but subject at all times to Merchant’s reversal period of 90 days. We will send, or cause to be sent, to you a payment for the Revenue Share earned, less any taxes or other amounts that we may be required by law to withhold. No interest will be paid on any such amount held by us. If a Revenue Share payment is made hereunder and relates to merchandise that is later returned by the customer or relates to payment for additional advertising/media placement outside of Revenue Share (meaning if we bonus publishers for paid placements and then need to retract that amount due to errors or other required deductions for paid placements), the applicable Revenue Share will be deducted from the next applicable payment hereunder. Upon termination of this Agreement, we will send, or cause to be sent, to you, a payment for the total amount of Revenue Share then owed to you as of the termination date. The final Revenue Share payment may be withheld by us for a reasonable period of time to ensure that the correct amount is to be paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.
9. ShareASale Tracking.
(a) All Revenue Share shall be based on tracking of our Qualifying links. You may not use or append tracking to links that are not supplied by us. We will track sales made by customers, who purchase products using Qualifying Links that you will obtain using ShareASale’s technology, from your website to the Merchant Website, and reports summarizing this sales activity will be available to you also through the Network. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Network and may vary from time to time in our and ShareASale's reasonable discretion. We are not responsible for any changes that ShareASale may make in their reporting format, timing, or types of reports available to the members of our Affiliate Program. To permit accurate tracking, reporting and fee accrual, you must ensure that all Qualifying Links between your website and our website are properly formatted. We are not responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide you credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled. You hereby agree not to disclose information contained in ShareASale reports regarding us to any third party without our prior written consent and that such information is our property and our Confidential Information.
(b) You represent, warrant, covenant, and agree that you will not bypass, modify, circumvent, impair, disable or otherwise interfere with any links, web beacons, cookies or other technology provided by us or ShareASale. Specifically, and by way of example and not limitation, Affiliates cannot append ShareASale tracking to links that are not supplied by Merchant in order to make them appear as a Qualifying Link and to collect commissions from resulting sales. At Merchant’s discretion, Merchant may choose to withhold commissions, including those from Qualifying Links, in any month in which Affiliate is caught tagging unauthorized links. In addition, you will not be entitled to Revenue Share on any sales made using unauthorized links.
10. Responsibility for Your Websites and Your Participation.
(a) You will be solely responsible for the development, operation, and maintenance of all participating websites that are linked to the Merchant Website hereunder and for all content, technology and other materials that appear on such websites. You acknowledge and agree that you are responsible for, and may not delegate responsibility for, complying with all of the terms and conditions hereof and all applicable laws, rules and regulations. You represent, warrant, covenant, and agree that:
(i) you will not state or imply that we sponsor, endorse, sanction or otherwise approve your website or any of your products or services,
(ii) you will not state or imply that you are our affiliate, associate, partner or agent or otherwise take any action that could reasonably cause customers confusion as to our relationship with you,
(iii) you will not take any action that could reasonably cause customers confusion as to the website on which any data collection, purchase transaction or other functions are occurring,
(iiii) you will make no false or deceptive representations regarding the association of ShareASale with us or you,
(v) at all times during and after the term of this Agreement, you will protect all of our and ShareASale's Confidential Information (as defined below) that you obtain or otherwise have access to with the same degree of care that you use to protect your own confidential and proprietary information but in no event less than a reasonable standard of care,
(vi) you will only use our and ShareASale's Confidential Information to the extent necessary to perform your obligations hereunder,
(vii) you will not use or display any trademark, service mark, logo or other content of ShareASale or infringe any of ShareASale's technology rights, and
(viii) you will promptly notify us and ShareASale of any malfunctioning of the Qualifying Links or other problems with your participation in the Program.
(b) We disclaim all liability for all such matters.
(c) For purposes of this Agreement, "Confidential Information" means all non-public information provided or obtained by you about us, including, without limitation, all customer information, and all business and sales information related to transactions through this Affiliate Program.
11. Violation of Terms and Affiliate Indemnification.
(a) Violation of any of the terms, conditions or prohibitions contained in this Agreement will result in the immediate termination of this Agreement, which shall not limit any other rights or remedies available to us, including, without limitation, the commencement of an action by us against you for such violation seeking, without limitation, injunctive relief, and the recovery of actual, statutory and punitive damages.
(b) You, at your own cost and expense, will indemnify, defend and hold harmless, us, our parent, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorneys’ fees, based upon or in connection with:
(i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations hereunder,
(ii) your websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement,
(iii) your failure or alleged failure to comply with any applicable law, rule or regulation,
(iiii) claims for unsolicited email, spamming or violation of the CAN-SPAM Act of 2003,
(v) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us or ShareASale hereunder, and/or
(vi) any actual or alleged wrongful or negligent act or omission by you.
12. Term and Termination.
(a) This Agreement shall automatically terminate on the date on which we no longer maintain, or you are no longer a member of, the Affiliate Program contemplated hereunder. Additionally, either party may terminate this Agreement at any time and for any reason by providing notice (including via email) to the other party. We may also terminate this Agreement immediately, without notice, if we determine, in our sole discretion, that you have breached this Agreement or that your website(s) is unsuitable to participate in this Affiliate Program. Further, if you do not generate at least fifty (50) click-throughs or at least one (1) sale per month through Qualifying Links, you may be removed from the Affiliate Program and this Agreement shall terminate. Either party may terminate a Special Offer at any time by deleting its acceptance through the Network, and such termination of a Special Offer shall not be deemed a termination of this Agreement or any other Special Offers. Sections 3(c), 8(b), 10-21 and 24 (together with all other provisions that may reasonably be interpreted as surviving termination or expiration of this Agreement) will survive any termination or expiration of this Agreement.
(b) Upon termination of this Agreement, you will immediately cease use of, and remove from your website and Affiliate content, all links to our website and the Merchant Website and all Merchant Content.
(c) You are only eligible to earn a Revenue Share on sales of products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer. In addition, we may invoice you for Revenue Share that was paid to you prior to termination if those referral fees relate to products that are subsequently canceled or returned by a customer. In the event an overpayment is made by us, you agree to promptly remit such overpayment to us upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification of Agreement. We reserve the right to modify this Agreement, at any time in our sole discretion, by posting or sending a communication to you regarding a change of notice or a new agreement on or through the Network or the Merchant Website (or by direct communication to you). IF YOU DO NOT AGREE WITH ANY MODIFICATION, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. FURTHER, YOU AGREE THAT NEITHER WE NOR SHAREASALE SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION OR CESSATION OF THE AFFILIATE PROGRAM. YOUR CONTINUED USE OF THE MERCHANT CONTENT OR PARTICIPATION IN THIS AFFILIATE PROGRAM FOLLOWING ANY SUCH MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE TO ANY MODIFICATION OR NEW AGREEMENT. ACCORDINGLY, PLEASE REVIEW THE AGREEMENT FOUND AT THIS LOCATION ON A PERIODIC BASIS.
14. Warranty Disclaimer. NEITHER WE NOR SHAREASALE MAKES ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WITH REGARD TO THE AFFILIATE PROGRAM, PRODUCTS OR SERVICES SOLD THROUGH THE MERCHANT WEBSITE, OR THE OPERATION AND MAINTENANCE OF THE MERCHANT WEBSITE OR THE NETWORK, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE MERCHANT WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
15. Limitation of Damages. NEITHER WE NOR SHAREASALE WILL HAVE ANY LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AND SHAREASALE’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE- (12-) MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE. ALL CLAIMS MADE HEREUNDER BY YOU AGAINST US SHALL BE MADE WITHIN ONE (1) YEAR OF THE ACT OR OMISSION THAT FORMS THE BASIS OF SUCH CLAIM(S).
16. FTC Disclosure Requirements. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where Qualifying Links are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from ShareASale for review, this also must be clearly stated in your disclosure. We reserve the right to audit affiliate sites without notice for disclosure compliance and to remove you from the Affiliate Program if we determine you are not in compliance.
(a) Disclosures must be made as close as possible to the claims, and may not appear solely in a “Terms of Use”, “Legal”, “About Us” or other linked paged.
(b) Disclosures must be made at each instance of a sponsored link. A single statement on the site, or a separate page with your general disclosure statement is not sufficient.
(c) Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g., disclosure should be visible before the jump).
(d) Pop-up, hover state and button disclosures are prohibited.
(e) Disclosure policy applies to all social media, even when space is restricted (e.g., tweets).
17. Independent Contractors. We, you, and ShareASale are each independent contractors and nothing in this Agreement or in any ShareASale Affiliate Program documents is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
18. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of Maryland, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Maryland.
19. Press Release; Publicity. You agree that you will not issue any press release or make any other similar public announcement that in any way makes any reference to us without our prior written consent, which consent may be withheld in our sole discretion.
20. Force Majeure. Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control.
21. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
22. Assignment. You may not assign this Agreement or any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any such attempted assignment shall be void. Subject to such restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Waiver & Severability. Our failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
24. Entire Agreement. This Agreement and the Revenue Share schedule represent the complete agreement and understanding between us and you and supersedes any other oral or written communications or understandings between us and you regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon us unless agreed to by our authorized representative.
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