PineTales® Affiliate Program Agreement: We treat our affiliates like partners, and with our partners we are respectful and fair. We simply ask the same of you. If you have any questions, please don't hesitate to contact us.This Agreement contains the complete terms and conditions that apply to you becoming an affiliate with the PineTales Affiliate Program. The purpose of this Agreement is to establish linking between your web site and the www.pinetales.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to PineTales®, and "you," "your," and "yours" refer to the affiliate. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com website. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including the following: Promotes sexually explicit materials. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Contains software downloads that potentially enable diversions of commission from other affiliates in our program. Promotes violence. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law. Promotes illegal activities. Includes "PineTales" or variations or misspellings thereof in its domain name. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are PineTales®. When you become a member of the PineTales® Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code and banner creatives, browse and get tracking codes for our coupons and deals. For us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or any other affiliate links. You are responsible to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material or other intellectual property in violation of any third-party rights or in violation of any law. It is our right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation our program. should you commit fraud in your use of the PineTales® Affiliate Program or should you abuse this program in any way. PineTales® reserves the right to terminate this Agreement and your participation in the PineTales® Affiliate Program immediately and without notice. PineTales® shall not be liable to you for any commissions for fraudulent sales if fraud or abuse is detected. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. You should know that certain forms of advertising are always prohibited by PineTales®. For example, "spamming" advertising is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE). You may use mailings to customers to promote PineTales® so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. At all times, you must clearly represent yourself and your web sites as independent from PineTales®. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the PineTales® Affiliate Program. Affiliates are strictly prohibited from bidding in their Pay-Per-Click campaigns on such branded keywords as PineTales®, www.pinetales.com, as well as any misspellings or variations of these. While we will do everything possible to contact the violating affiliate prior to banning them from our affiliate program, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior. You should know that as an affiliate you are not to transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Pinetales.com website. As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (A) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (B) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo and similar search or directory engines); (C) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open PineTales.com website; (D) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (E) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. PINETALES® MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PINETALES® SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PINETALES® ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PINETALES® CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. You hereby agree to indemnify and hold harmless PineTales® and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. Any and all confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona without regard to the conflicts of laws and principles thereof. Any legal action or proceeding with respect to this Agreement or any document related shall be brought only in a United States District Court sitting within 25 miles of Phoenix, Arizona.
