Affiliate Agreement
CAROLINE’S CAKES AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (“Agreement”) describes the terms and conditions applicable to membership in the Caroline’s Cakes affiliate marketing program (“Program”). The program is operated through Caroline’s Inc. (“Caroline’s Cakes”) and is intended to facilitate visitors to Caroline’s Cakes website.
The Program is professionally managed by ShareASale.com Inc. (“ShareASale”) as an affiliate network provider. Caroline’s Cakes is a merchant (“Merchant”) in the Program who desires to have affiliates (“Affiliates”) in the Program market, advertise, and promote the products of Caroline’s Cakes. Additionally, the Program is intended to direct visitors of the Affiliates website, to Caroline’s Cakes website.
ENROLLMENT
All potential affiliates must be registered with ShareASale and submit an application request to participate in the Program. Once an application has been received ShareASale and Caroline’s Cakes will review the application and determine if the applicant has met the requirements and qualifications for membership into the Program. All potential affiliates must agree to ShareASales’s terms and conditions, and Merchant’s terms and conditions described herein. Upon acceptance of all registration requirements and notification to the potential affiliate, this Agreement will become effective and the applicant will become a program Affiliate. Registration requests may be rejected at any time for any reason deemed fit by either ShareASale’s or Merchant’s sole discretion.
AFFILIATE QUALIFICATIONS
As stated previously, the Merchant has the sole discretionary right to refuse any Affiliate at any time, from participating in the Program. Affiliates and their websites that will not qualify for the Program include Affiliates and their sites that:
1. Disparages the Merchant, Caroline’s Cakes, or their clients, competitors, or any respective products or services.
2. Violates or infringes upon the intellectual property, or other rights of a third party including but not limited to third party trademarks, logos, and/or brand names.
3. Is hateful, tortious, defamatory, slanderous or libelous.
4. Promotes discrimination, bigotry, racism, sexism, hatred, or harm against any group or individual, or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age.
5. Promotes violence, illegal activities, illegal drugs, firearms/weapons, or the use of any foregoing.
6. Promotes any activates that may appear to be unsafe, dangerous, or unlawful.
7. Contains any nudity or any sexually explicit, lewd, offensive, disparaging, or other inappropriate content.
8. Communicates messages or images inconsistent with the positive images and goodwill with which the Merchant, and Caroline’s Cakes wish to be associated with.
9. Lists coupons, discounts, or links that were not provided by the Merchant or through ShareASale directly.
10. Infringe or violate intellectual property rights including copyright, and trademarks of the Merchant, Caroline’s Cakes.
CREATIVES, CONTENT AND INTELLECTUAL PROPERTY
All creatives and content made available to Affiliates through this Program are the property of the Merchant, Caroline’s Cakes, or their clients or licensors. The terms “content” and “creatives” include but are not limited to images, product names, product numbers, intellectual property, trade names, trademarks, slogans, banners, graphics, designs and links. Affiliates may only use the Merchant’s and Caroline’s Cakes creatives and content as specified in this document, or through the Program. If the Affiliate has any concern about the appropriate use of any content, creatives or intellectual property, the Affiliate should contact Caroline’s Cakes immediately at the address shown in this Agreement.
LIMITED LICENSE TO USE MERCHANT’S AND CAROLINE’S CAKES CREATIVES, CONTENT AND INTELLECTUAL PROPERTY
After meeting all of the requirements for membership into the Program, Affiliate shall be granted a limited, revocable, non-transferable, non-exclusive license to use in the United States those creatives, content, and intellectual property that Merchant and Caroline’s Cakes specifically provide to the Affiliate under this Agreement. Affiliates use of the aforementioned shall at all times be subject to the Merchant and Caroline’s Cakes approval for continued use during the Program as described in this Agreement. The Merchant and/or Caroline’s Cakes shall provide reasonable guidelines for the usage of intangible property provided to the Affiliate. As described below Caroline’s Cakes Intellectual Property and Branding Guidelines must be adhered to by the Affiliate at all times. The Merchant and Caroline’s Cakes may at any time, at their sole discretion give notice to an Affiliate to cease using the aforementioned intangible property, and with such notice this limited license shall be terminated.
AFFILIATE MARKETING ACTIVITIES AND PERMITTED USAGE
Merchant or Caroline’s Cakes may object to how Affiliate is presenting or marketing their creatives, content and intellectual property. And if the Affiliate does not revise said usage, the Merchant and/or Caroline’s Cakes may terminate the Agreement, and with such termination the Affiliate’s participation in the Program terminates. Affiliate shall also adhere to the intellectual property and branding guidelines, which can be located at Caroline’s Cakes website.
PAYMENT TO AFFILIATES
Affiliates will receive payments under the Program through ShareASale. Such payments shall be as separately agreed to as between Caroline’s Cakes as Merchant, and the Affiliate.
REPRESENTATIONS AND WARRANTIES OF AN AFFILIATE
1. Affiliate has established and implemented practices and procedures to insure full compliance with all federal, state and local laws, and regulations pertaining to the CAN-SPAM Act of 2003 and with all federal telemarketing regulations. Affiliate will immediately contact the Merchant if Affiliate receives any complaints or notices from visitors, or legal authority to their website, or by way of any other forms of communication. Affiliate will indemnify and hold harmless the Merchant and/or Caroline’s Cakes, from any and all third party and governmental claims resulting from Affiliate’s acts or omissions that allegedly violate any federal, state, or local law.
2. Affiliate has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of Affiliate as set out herein;
3. By entering into this Agreement, Affiliate will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which Affiliate may be a party;
4. The performance by Affiliate of all its obligations hereunder, will be conducted in compliance with all applicable laws of the jurisdiction noted in this Agreement.
CONFIDENTIALITY
Affiliate acknowledges that in its relationship with Merchant and Caroline’s Cake and/or by virtue of the performance of this Agreement, it and/or its employees, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with confidential information (as defined below) hereinafter referred to as “Confidential Information”, the disclosure of any of which to competitors of the Merchant and Caroline’s Cakes or to the general public would be highly detrimental to the best interests of the Merchant and Caroline’s Cakes. Affiliate further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of the Merchant and Caroline’s Cakes, which the Merchant and Caroline’s Cakes is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, Affiliate covenants and agrees with Merchant and Caroline’s Cakes:
1. that Affiliate shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its qualification as an Affiliate hereunder and only in the best interests of the Merchant and Caroline’s Cakes;
2. that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of the Merchant or Caroline’s Cakes, as applicable) either individually, or in partnership or jointly, or in conjunction with any other party, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge Affiliates duties and obligations relating to its qualification hereunder and only in the best interests of the Merchant and Caroline’s Cakes;
3. that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of the Merchant and Caroline’s Cakes;
4. in furtherance of the above, Affiliate will advise its representatives, and any other parties who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such representatives, Affiliate acknowledges that it shall be fully responsible and liable to the Merchant and Caroline’s Cakes for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of Affiliate’s representatives, and/or any other parties given access to the Confidential Information, of the restrictive covenants contained herein. We have implemented the following: We, along with third-party vendors such as Google use first-party cookies (such as the Google Analytics cookies) and third-party cookies (such as the DoubleClick cookie) or other third-party identifiers together to compile data regarding user interactions with ad impressions and other ad service functions as they relate to our website.
LIMITATION OF LIABILITY AND INDEMNITIES
We, Affiliate acknowledges that the restrictions contained in this Agreement are reasonable and valid and necessary for the protection of the business and operations of the Merchant and Caroline’s Cakes and that any breach of the provisions will cause the Merchant and Caroline’s Cakes substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to the Merchant and Caroline’s Cakes. Accordingly, it is expressly agreed by Affiliate that in the event of any such breach, in addition to any other remedies which may be available to it, the Merchant or Caroline’s Cakes shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin Affiliate from any further breach of the terms hereof and Affiliate hereby waives all defenses to the strict enforcement by the Merchant and Caroline’s Cakes of the restrictions herein.
“Confidential Information” means any and all information, documentation or knowledge in any form, relating to the business and assets of the Merchant or Caroline’s Cakes, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by, the Affiliate, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to the Merchant’s or Caroline’s Cakes’ present and contemplated products and services; product designs; inventions, improvements; standards, specifications, systems, methods and operating procedures; techniques and modes of manufacturing, compounding or preparing products, formulations and recipes; merchandising, marketing plans and strategies; tests and reports; profits, costs, pricing, product sourcing and sales policies and strategies; buying habits and preferences of present customers of the Merchant or Caroline’s Cakes as well as prospective and potential customers, their names and addresses; trade secrets, know-how, data, research and development; patent, trade-mark, copyright, industrial design and all other intellectual property and proprietary rights and shall also include terms of this Agreement.
DISCLAIMER OF WARRANTIES AND ADDITIONAL LIMITATION OF LIABILITY
Caroline’s Cakes’ website www.carolinescakes.com if provided on an “as-is” basis Caroline’s Cakes makes no warranties either express or implied, concerning the accuracy, security, performance or functionality of the website, including whether the website is error or virus free. And expressly disclaims all implied warranties, including warranties of merchantability and fitness for a particular use of purpose, and non-infringement. The website is subject to revision at any time.
