SmoothieBox Affiliate Agreement
These are the terms (the “Agreement”) governing your participation in the SmoothieBox Affiliate Program (the “SBAP” hereafter). By registering for the SBAP you agree to these terms, which form a binding legal contract between SmoothieBox (“SB”) and the registered affiliate (“you”) or (“SBAP Affiliate”).
We reserve the right to update and change the Agreement from time to time without notice. Any amendments, modifications, enhancements or changes to the terms of the Agreement including the release of new features and resources made available by us from time to time shall be subject to these terms. Continued use of the SBAP after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time in our Awin program.
1. Affiliate Requirements
1.1 Admittance. Your registration entitles you to admittance as a participant in SBAP for which you have registered. Any and all other costs associated with your SBAP (including without limitation travel and marketing expenses) shall be borne solely by you, and SB shall have no liability for such costs. SB reserves the right to deny admission.
1.2.Use of Likeness. By participating you acknowledge and agree to grant SB the right to record, film, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to SB includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.1.3.Event Content. You acknowledge and agree that SB, in its sole discretion, reserves the right to change any and all aspects of the SBAP, including but not limited to, the SBAP name, themes, content, program, marketing, programs, coupons etc.1.4.Age Requirements. No one under the age of 21, will be allowed to participate in SBAP.1.5.SBAP Affiliates must always make clear to everyone that they are an agent or independent contractor of SB – not an employee of SB.1.6.SBAP Affiliates must accurately represent SB´s products and brand in all marketing materials. Any misleading, deceptive, or unauthorized marketing tactics may result in immediate termination from the SBAP.1.7.Non-Exclusivity. This Agreement does not create an exclusive agreement between you and SB.
2. Prohibited Conduct
2.1.Limitations on Use. By registering for a complimentary SBAP you agree not to sell, trade, transfer, or share your complimentary code. Non-compliance with these requirements will risk removal from the SBAP program, commissions could be subject to reversal, and SB could report you to law enforcement authorities, and ban you from future SB programs.2.2.Disruptive Conduct. You acknowledge and agree that SB reserves the right to remove you from the SBAP if SB, in its sole discretion, determines that your presence or behavior create a disruption or hinder the SBAP or the enjoyment of the SBAP by other SB employees.2.3.SB Trademark &/or Likeness/Misuse. SB considers such conduct theft of service, trespassing, and fraud and will report violators to law enforcement authorities.2.4.Unethical/Non-Compliant Marketing. SB reserves the right to deny admission into SBAP anyone who engages in or is reputed to engage in unethical or non-compliant marketing practices.2.5.Future exclusion. In addition to the requirements and prohibitions set forth in this Section 2, SB may also exclude any prospective SBAP from registering for any future SBAP business opportunities.
3. Privacy Policy
3.1.Affiliate Protection. SB owns and operates SBAP and is committed to protecting the privacy of its SBAP members. SB does not rent, share, or sell your contact information or other personal information to any third parties. SB’s privacy policy is available at: https://shop.smoothiebox.com/pages/privacy-policy-smoothiebox
4. Intellectual Property
4.1.Intellectual property. All intellectual property rights regarding SBAP, the SBAP content, and all materials distributed in connection with the SBAP are owned by SmoothieBox, and, its parent company SB. You may not use or reproduce or allow anyone to use or reproduce any trademarks (including without limitation “SB Trademarks”, “www.smoothiebox.com content in it’s entirety or singly”, or other trade names appearing at the SBAP, in any SBAP content or in any materials distributed at or in connection with the SBAP for any reason without the prior written permission of SB.4.2.Avoidance of doubt. For the avoidance of doubt, nothing in this Agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by SB or any of its affiliates; nor does this Agreement grant to you any right or license to any other intellectual property rights of SB or its affiliates, all of which shall at all times remain the exclusive property of SB and its affiliates.
5. Disclaimer of Warranties, Limitation of Liability
5.1.Warranties. SB gives no warranties in respect of any aspect of the SBAP or any materials related thereto or offered at the SBAP and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The SBAP is provided on an “as-is” basis. Neither SB nor its affiliates accept any responsibility or liability for reliance by you or any person on any aspect of the SBAP or any information provided in the SBAP.5.2.Costs, Damages or Loss. Except as required by law, neither SB nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the SBAP or other aspect related thereto or in connection with this Agreement.5.3.Liability. The maximum aggregate liability of SB for any claim in any way connected with, or arising from, the SBAP or this Agreement, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to SB under this Agreement during a twelve month period preceding the event.
6. Paid Search Terms
6.1.Paid Search Term Guidelines. If you are currently a PPC affiliate or plan on promoting smoothiebox.com through paid advertising, you must adhere to the following guidelines:
- 6.1.1.Affiliate may not bid on any of our trademarked terms, including any variations or misspellings, or bid on any trademarked terms in sequence with another keyword without express written approval from smoothiebox.com
- 6.1.2.Affiliate may not use our trademarked terms in your display URL.
- 6.1.3.Affiliate’s ad title and ad copy must not create the impression that your site is the smoothiebox.com site or any part of our site.
- 6.1.4.Affiliate must link directly to your own site. Redirects to the smoothiebox.com site are unacceptable.
6.2.Trademarked terms include: smoothiebox.com, smoothiebox, smoothie box, butcherbox.com, butcherbox, butcher box, or other permutations or misspellings of the brand name.
6.3.Statement Of Consequences. If you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated. It is suggested that if you actively participate in PPC advertising, that you add our trademarked terms as negative keywords.
7. FTC Endorsement Guidelines
7.1.FTC Regulations. All brand partners must comply with current Federal Trade Commission (FTC) regulations for endorsements and testimonials in advertising. Non-compliance with these FTC regulations will risk removal from the program and commissions could be subject to reversal.7.2.Ad Copy. Any affiliates who are providing content or reviews of SB offers or items must clearly state that they are receiving monetary compensation BEFORE the tracking links or banners directing them to the SB offers or items landing page(s).7.3.Disclaimers at the bottom or end of the article will not be sufficient. Non-compliance with these FTC regulations will risk removal from the program and commissions could be subject to reversal. Further, any CoolCat affiliate who plans on promoting SB offers through social media must state clearly "AD:" before each post. Linking to a post with the disclaimer will not be sufficient. For more information, please visit: (i) https://www.ftc.gov/business-guidance/advertising-marketing/endorsements-influencers- reviews (ii) http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf (iii) https://www.ftc.gov/system/files/documents/plain-language/1001a- influencer-guide-508_1.pdf7.4.Consumer Reviews. SBAP affiliates must follow the FTC Trade Regulation Rule on the Use of Consumer Reviews and Testimonials prohibiting fake consumer reviews and compensation for reviews. For more information please visit: https://www.ftc.gov/legal-library/browse/federal-register-notices/16-cfr-part-465-trade-regulation-rule-use-consumer-reviews-testimonials-final-rule7.5.Statement Of Consequences. Non-compliance with FTC regulations will risk removal from SBAP and commissions could be subject to reversal. For more information on FTC guidelines, please visit: https://www.ftc.gov/business- guidance/advertising-marketing/endorsements-influencers-reviews
8. Miscellaneous
8.1.SB’s failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. SB shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SB’s reasonable control. 8.2.If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 8.3.This Agreement is not assignable, transferable or sub-licensable by you except with SB’s prior written consent.8.4.Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.8.5.This Agreement shall be governed by the laws of the State of Massachusetts and the parties shall submit to the exclusive jurisdiction of Massachusetts courts. A party that substantially prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs. 8.6.Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. 8.7.No agency, partnership, joint venture, or employment is created as a result of this Agreement and you acknowledge that you do not have any authority of any kind to bind SB in any respect whatsoever.
