rabbit
Program Terms
rabbit Affiliate Agreement
Last Updated: August 1, 2020
This rabbit, LLC (“rabbit”), Affiliate Agreement contains the complete terms and conditions (“Terms” or “Agreement”) that apply to your participation in the rabbit Affiliate Program (the “Program”), which is operated through ShareaSale.com, Inc. (SHAREASALE”). This Agreement is made and entered into by rabbit and you, the applicant. As used in this Agreement, "we" means rabbit and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) the rabbit site located at www.runinrabbit.com or such other site as rabbit might designate, or (b) the site that you will link to our Site and which you have identified in your Program application. “Commission” and “Approved Transaction(s)” have the meanings defined in the SHAREASALE Affiliate Terms and Conditions, as may be modified and updated from time to time, as located at the following link: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
Please read these Terms carefully before you join our Program or begin marketing our Program or our products or services. You are solely responsible for compliance with these Terms at all times by you and your employees, agents and contractors acting on your behalf.
Enrollment in the Program
To begin the enrollment process, you need to submit a complete Program application. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application for any reason. If we accept you into the Program you will be an “Affiliate” for purposes of this Agreement. We encourage you to contact us if you feel we have made an incorrect decision.
Agreements Following Acceptance
The following terms and conditions will be effective if and only if rabbit accepts your application. By applying to be a rabbit Affiliate, you unconditionally consent and agree to be bound and abide by such terms and conditions. You shall provide true and complete information when filling in the application and timely update it in case there are any changes hereto. You shall also provide any other information that rabbit may reasonably request from time to time.
1. Links on Your Site. To permit accurate tracking, reporting and Commission accrual, we will authorize SHAREASALE to give you access on the rabbit Program Site to special "tagged" link formats ("Approved Links") to be used in all links between your Site and our Site. You shall not modify Approved Links. You must ensure that each of the links between your Site and our Site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use Approved Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
2. Order Processing. We will process product orders placed by guests who follow Approved Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle guest service. SHAREASALE will track sales made to guests who purchase products using Approved Links from your Site to our Site and will use commercially reasonable efforts to ensure that you have 24hr online access to the platform for you to check your Site’s performance. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from rabbit.
3. Commissions. We will pay you Commissions on Approved Transactions to guests as provided in herein. For a product sale to be eligible to earn a Commission, it must be an Approved Transaction, and the guest must follow an Approved Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us ("Qualifying Purchase"). We maintain the right to not pay or pay differing commissions or other fees on any products that are subsequently purchased after the guest has reentered the www.runinrabbit.com Site other than through an Approved Link from your Site, as we determine in our sole discretion, even if the guest previously followed an Approved Link from your Site to the www.runinrabbit.com Site. Purchases of rabbit Gift Cards, or other excluded products, as determined by rabbit at its sole discretion from time to time, bulk orders, strategic sales, team sales, studio orders and B2B (business to business) orders are not eligible to earn Commissions.
You may not purchase products during sessions initiated through the Approved Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for guests or on behalf of guests or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of Commissions or the termination of this Agreement.
4. Commission Schedule. You agree and acknowledge that the Commissions you earn pursuant to this Agreement will be in amounts established by rabbit and/or SHAREASALE at their sole discretion. The Commission Schedule is incorporated into this Agreement by reference as provided and amended by rabbit and/or SHAREASALE from time to time, which will be communicated to you through your account. We reserve the right to modify the Commission Schedule at any time in our sole discretion upon prior notice to you. Commissions shall be limited to a maximum of 10% per item unless otherwise provided in the Commission Schedule.
5. Policies and Pricing. Guests who buy products through this Program will be deemed to be rabbit guests. Accordingly, all rabbit, rules, policies and operating procedures concerning guest orders, guest service, and product sales will apply to those guests. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
6. Limited License to use rabbit Marks. Upon receiving written notice of acceptance into the Program, rabbit hereby grants you a limited, revocable, non-transferrable, non-exclusive license during the term of these Terms to use only those rabbit names, trademarks, service marks, trade names, trade dress, logos, graphics, and icons specifically designated and provided by rabbit (“rabbit Marks”) solely in connection with the Program in accordance with the terms and conditions of these Terms. Your use of the rabbit Marks will at all times be subject to the prior written approval of rabbit and in accordance with the following: (i) you shall comply with all reasonable guidelines provided by rabbit with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of rabbit and its products and services; and (ii) your use of the rabbit Marks shall include the appropriate trademark/service mark symbols and you shall not remove such symbols. All goodwill associated with any use of the rabbit Marks will inure to the benefit of rabbit. rabbit reserves all rights not expressly granted herein.
7. License to use Affiliate Content. Affiliate hereby grants rabbit the worldwide, sublicensable, royalty-free and irrevocable right, but not the obligation, and license to use, change, edit, modify, reproduce, repost, compile, display, publish and otherwise use the any copyrighted content and trademarks in connection with the Program and/or in materials posted using the Approved Links, ( the “Posts”) in any manner and in or on any form, method, platform, technology, or media now known or hereafter devised. Affiliate hereby waives any personality, publicity or other rights contained in the Posts, in favor of rabbit.
8. Affiliate Obligations. Affiliate hereby agrees to be bound by the following:
a. Affiliate shall not use Marketing Materials or rabbit Marks in a way that may be potentially confusing or misleading to a consumer.
b. Affiliate shall not conduct any activities which are libellous, obscene, discriminatory, unlawful, and/or contain sexually explicit, pornographic and violent content.
c. Affiliate shall not generate traffic to the rabbit Sites by illegal activities or fraud, including but not limited to:
i. Sending spam e-mails and messages including, but not limited to: a) unsolicited mailing; b) emails containing false and/or misleading statements; c) emails not expressly stating the IP address of a sender; d) emails not containing the unsubscribe option; e) emails based on the malicious or otherwise harmful software, or the software that infringes the addressee’s right to privacy; vi) emails that impose any software download, installation or similar action without the addressee’s consent.
ii. Using any domain and/or subdomain which contain “rabbit”, or any misspelled variations of rabbit Marks, and any other phrases confusingly similar to any other protected trademark that belongs to rabbit or its affiliates.
d. Affiliate shall not conduct any marketing activity, which in any way might compete or interfere with rabbit’s marketing efforts. The following activities will be considered as activities, which if undertaken by Affiliate, would compete or interfere with rabbit’s own marketing efforts and are prohibited unless otherwise approved: (i) co-registration; and (ii) incentivized offers (i.e. offer walls); and (iii) PPC and Keyword Bidding for terms identical or similar to any branded keywords or any of the trademarks, trade names, URLs (including the words "rabbit” or any variations of such name) Your failure to do so shall constitute a breach of these Terms and result in subsequent termination of your participation in the Program, or rabbit may, at its discretion, not pay for commissions and/or flat fee placements
e. Affiliate should incorporate and prominently and continually display the most up-to-date Approved Links and Marketing Materials provided by rabbit.
f. Affiliate shall comply with all applicable laws, regulations, and rules in connection with your participation in the Program.
g. Affiliate shall ensure your participation doesn’t violate any contracts, rules or regulations you are subject to, including sponsorships or sporting organizational rules such as NCAA restrictions.
h. Affiliate shall not use the rabbit Marks except as expressly authorized by these Terms.
i. Affiliate shall not create, publish, distribute or permit any advertising in reference to rabbit without specific permission from rabbit.
j. Affiliate shall not use rabbit’s name, the rabbit Marks, or rabbit Site in any form of unsolicited communication, including, but not limited to, unsolicited email (spam).
k. Affiliate shall use the Approved Links and rabbit Marks without manipulations.
l. Affiliate shall ensure that all Affiliate Sites do not in any way copy, resemble, or mirror the look and feel of the rabbit Sites. You will also not use any means to create the impression that your Site is a rabbit Site or any part of a rabbit Site including, without limitation, framing of the rabbit Sites in any manner.
m. Affiliate shall not engage in cookie stuffing or include pop-ups, false or misleading links on the Affiliate Websites. In addition, wherever possible, you will not attempt to mask or otherwise change the referring url information (i.e. the page from where the click is originating).
n. Affiliate shall not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
o. Affiliate shall comply with all obligations contained in the SHAREASALE Partner Terms and Conditions, as may be modified and updated from time to time, as located at the following: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
p. Affiliate is required to utilize all links, creative assets, and content provided by rabbit through the Program or by a rabbit affiliate team member. If you use any rabbit content without permission, rabbit may terminate your participation in the Program and pursue all remedies available.
9. Guest and Sales Information. We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any guest who enters the www.runinrabbit.com Site from a link from your Site ("Affiliate Guests") and (b) any information regarding click-through rates or product purchases by Affiliate Guests ("Sales Information"). Subject to the terms and conditions of this Agreement, rabbit grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfil your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Guest contact information to any third party without rabbit’s, prior written approval. You agree not to send Affiliate Guests email communications promoting your Site as an affiliate of rabbit, or otherwise unless granted previous approval by rabbit. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
10. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Approved Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the "Creatives") are up to date with what is offered in the rabbit creative platform (c) ensuring all Creatives work effectively and link directly to www.runinrabbit.com (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libellous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations.
11. Prohibited use of rabbit Marks. You may not use the www.runinrabbit.com site or the rabbit name, the rabbit Marks, the Approved Links, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post rabbit sales, promotions or coupons on your site without our prior written consent; you may NOT purchase domain names that have rabbit variations or misspellings in them which are solely intended to direct traffic away from the www.runinrabbit.com site; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by rabbit; you may NOT promote www.runinrabbit.com in emails/newsletters without prior written approval of the placement; you may NOT use rabbit's name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use rabbit’s name, or any variation thereof, in hidden text or source code; you may NOT use rabbit’s name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from www.runinrabbit.com; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to www.runinrabbit.com; you may NOT purchase any keywords on search sites related to rabbit or any variation thereof. rabbit prohibits and strongly discourages You from the use "coupon" “sale” or “discount” terminology when promoting rabbit; as an alternative, the use of "marked down" is highly recommended. You may not launch the rabbit site directly from search engine listings or from your site unless the visitor clicks through a rabbit banner, logo or product. rabbit may, in its sole discretion, suspend Your account and/or withhold Commissions if, it in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement.
12. Advertising Prohibitions. You may NOT utilize in connection with your Site or the promotion of our Site: (a) any framing technology that frames www.runinrabbit.com; (b) any software or action that gathers information through the guest's Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person's computer, (ii) causing spyware to be installed on another person's computer, or (iii) using 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 (d) browser-embedded contextual targeting applications or other applications which serve "Advertising" on rabbit’s competitors Sites or on any other Site other than your Site. "Advertising" means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser;(e) 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.
13. FTC Disclosure Requirements. Consumer protection laws apply equally to marketers across all mediums, including desktops, mobile devices and traditional advertising. Affiliates must disclose ads in a clear and conspicuous manner to avoid the appearance of deception. Please refer to the FTC’s website (http://www.ftc.gov/opa/2013/03/dotcom.shtm) for disclosure guidelines. You shall include a disclosure statement within any and all pages/posts where affiliate links Approved Links for our Program 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 the affiliate management team for review, this also must be clearly stated in your disclosure.
14. Social Media. Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
15. Disclaimer and Limitation of Liability/Indemnification. THE RABBIT SITES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RABBIT AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“RABBIT ENTITIES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RABBIT OR THE RABBIT ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEEMENT, THE RABBIT SITES, OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RABBIT’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU UNDER THIS AGREEMENT.
16. Term and Termination. The term of this Agreement shall commence on the date rabbit accepts your request to be included in the Affiliate program and will end when terminated by either party as set forth in this Agreement (the "Term"). Either party shall have the right to terminate this Agreement at any time, with or without cause upon seven (7) days prior written notice to the other party. Notwithstanding the foregoing, either party may terminate this Agreement (i) if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; (ii) upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within three (3) days after written notice is given to the breaching party identifying the matter constituting the material breach; (iii) by mutual consent of the parties; or (iv) if Affiliate removes Approved Links and promotions related to the Program. Upon termination of this Agreement (a) Affiliate shall immediately cease use of the services and remove all links Approved Links and rabbit Marks from the Affiliate Site to the rabbit Sites; and (b) each party shall remove from its respective website any branding or other proprietary materials received from the other party under the terms of this Agreement. Additionally, rabbit may terminate this Agreement effective immediately if Affiliate violates the terms of this Agreement.
17. Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, guest and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party's affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the confidential information of the other party as if it were its own, but in no instance less than a reasonable standard of care. This Agreement incorporates standard exceptions to the definition of confidential information. This provision shall survive for three (3) years after the termination of this Agreement.
18. Changes to this Agreement. From time to time, we may change this Agreement. If we change this Agreement, we will give you notice by posting the revised Agreement on the rabbit Sites. Those changes will go into effect on the “Last Updated” date shown in the revised Agreement. By continuing to participate in the Program, you unconditionally consent and agree to the revised Agreement.
19. Governing Law. This Agreement shall be governed by and construed under the laws of the California. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The Affiliate agrees that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in Santa Barbara, California.
20. Assignment and Successors. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
21. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
22. Entire Agreement. This Agreement constitutes the entire agreement between Affiliate and rabbit, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
Last Updated: August 1, 2020
This rabbit, LLC (“rabbit”), Affiliate Agreement contains the complete terms and conditions (“Terms” or “Agreement”) that apply to your participation in the rabbit Affiliate Program (the “Program”), which is operated through ShareaSale.com, Inc. (SHAREASALE”). This Agreement is made and entered into by rabbit and you, the applicant. As used in this Agreement, "we" means rabbit and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) the rabbit site located at www.runinrabbit.com or such other site as rabbit might designate, or (b) the site that you will link to our Site and which you have identified in your Program application. “Commission” and “Approved Transaction(s)” have the meanings defined in the SHAREASALE Affiliate Terms and Conditions, as may be modified and updated from time to time, as located at the following link: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
Please read these Terms carefully before you join our Program or begin marketing our Program or our products or services. You are solely responsible for compliance with these Terms at all times by you and your employees, agents and contractors acting on your behalf.
Enrollment in the Program
To begin the enrollment process, you need to submit a complete Program application. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application for any reason. If we accept you into the Program you will be an “Affiliate” for purposes of this Agreement. We encourage you to contact us if you feel we have made an incorrect decision.
Agreements Following Acceptance
The following terms and conditions will be effective if and only if rabbit accepts your application. By applying to be a rabbit Affiliate, you unconditionally consent and agree to be bound and abide by such terms and conditions. You shall provide true and complete information when filling in the application and timely update it in case there are any changes hereto. You shall also provide any other information that rabbit may reasonably request from time to time.
1. Links on Your Site. To permit accurate tracking, reporting and Commission accrual, we will authorize SHAREASALE to give you access on the rabbit Program Site to special "tagged" link formats ("Approved Links") to be used in all links between your Site and our Site. You shall not modify Approved Links. You must ensure that each of the links between your Site and our Site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use Approved Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
2. Order Processing. We will process product orders placed by guests who follow Approved Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle guest service. SHAREASALE will track sales made to guests who purchase products using Approved Links from your Site to our Site and will use commercially reasonable efforts to ensure that you have 24hr online access to the platform for you to check your Site’s performance. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from rabbit.
3. Commissions. We will pay you Commissions on Approved Transactions to guests as provided in herein. For a product sale to be eligible to earn a Commission, it must be an Approved Transaction, and the guest must follow an Approved Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us ("Qualifying Purchase"). We maintain the right to not pay or pay differing commissions or other fees on any products that are subsequently purchased after the guest has reentered the www.runinrabbit.com Site other than through an Approved Link from your Site, as we determine in our sole discretion, even if the guest previously followed an Approved Link from your Site to the www.runinrabbit.com Site. Purchases of rabbit Gift Cards, or other excluded products, as determined by rabbit at its sole discretion from time to time, bulk orders, strategic sales, team sales, studio orders and B2B (business to business) orders are not eligible to earn Commissions.
You may not purchase products during sessions initiated through the Approved Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for guests or on behalf of guests or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of Commissions or the termination of this Agreement.
4. Commission Schedule. You agree and acknowledge that the Commissions you earn pursuant to this Agreement will be in amounts established by rabbit and/or SHAREASALE at their sole discretion. The Commission Schedule is incorporated into this Agreement by reference as provided and amended by rabbit and/or SHAREASALE from time to time, which will be communicated to you through your account. We reserve the right to modify the Commission Schedule at any time in our sole discretion upon prior notice to you. Commissions shall be limited to a maximum of 10% per item unless otherwise provided in the Commission Schedule.
5. Policies and Pricing. Guests who buy products through this Program will be deemed to be rabbit guests. Accordingly, all rabbit, rules, policies and operating procedures concerning guest orders, guest service, and product sales will apply to those guests. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
6. Limited License to use rabbit Marks. Upon receiving written notice of acceptance into the Program, rabbit hereby grants you a limited, revocable, non-transferrable, non-exclusive license during the term of these Terms to use only those rabbit names, trademarks, service marks, trade names, trade dress, logos, graphics, and icons specifically designated and provided by rabbit (“rabbit Marks”) solely in connection with the Program in accordance with the terms and conditions of these Terms. Your use of the rabbit Marks will at all times be subject to the prior written approval of rabbit and in accordance with the following: (i) you shall comply with all reasonable guidelines provided by rabbit with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of rabbit and its products and services; and (ii) your use of the rabbit Marks shall include the appropriate trademark/service mark symbols and you shall not remove such symbols. All goodwill associated with any use of the rabbit Marks will inure to the benefit of rabbit. rabbit reserves all rights not expressly granted herein.
7. License to use Affiliate Content. Affiliate hereby grants rabbit the worldwide, sublicensable, royalty-free and irrevocable right, but not the obligation, and license to use, change, edit, modify, reproduce, repost, compile, display, publish and otherwise use the any copyrighted content and trademarks in connection with the Program and/or in materials posted using the Approved Links, ( the “Posts”) in any manner and in or on any form, method, platform, technology, or media now known or hereafter devised. Affiliate hereby waives any personality, publicity or other rights contained in the Posts, in favor of rabbit.
8. Affiliate Obligations. Affiliate hereby agrees to be bound by the following:
a. Affiliate shall not use Marketing Materials or rabbit Marks in a way that may be potentially confusing or misleading to a consumer.
b. Affiliate shall not conduct any activities which are libellous, obscene, discriminatory, unlawful, and/or contain sexually explicit, pornographic and violent content.
c. Affiliate shall not generate traffic to the rabbit Sites by illegal activities or fraud, including but not limited to:
i. Sending spam e-mails and messages including, but not limited to: a) unsolicited mailing; b) emails containing false and/or misleading statements; c) emails not expressly stating the IP address of a sender; d) emails not containing the unsubscribe option; e) emails based on the malicious or otherwise harmful software, or the software that infringes the addressee’s right to privacy; vi) emails that impose any software download, installation or similar action without the addressee’s consent.
ii. Using any domain and/or subdomain which contain “rabbit”, or any misspelled variations of rabbit Marks, and any other phrases confusingly similar to any other protected trademark that belongs to rabbit or its affiliates.
d. Affiliate shall not conduct any marketing activity, which in any way might compete or interfere with rabbit’s marketing efforts. The following activities will be considered as activities, which if undertaken by Affiliate, would compete or interfere with rabbit’s own marketing efforts and are prohibited unless otherwise approved: (i) co-registration; and (ii) incentivized offers (i.e. offer walls); and (iii) PPC and Keyword Bidding for terms identical or similar to any branded keywords or any of the trademarks, trade names, URLs (including the words "rabbit” or any variations of such name) Your failure to do so shall constitute a breach of these Terms and result in subsequent termination of your participation in the Program, or rabbit may, at its discretion, not pay for commissions and/or flat fee placements
e. Affiliate should incorporate and prominently and continually display the most up-to-date Approved Links and Marketing Materials provided by rabbit.
f. Affiliate shall comply with all applicable laws, regulations, and rules in connection with your participation in the Program.
g. Affiliate shall ensure your participation doesn’t violate any contracts, rules or regulations you are subject to, including sponsorships or sporting organizational rules such as NCAA restrictions.
h. Affiliate shall not use the rabbit Marks except as expressly authorized by these Terms.
i. Affiliate shall not create, publish, distribute or permit any advertising in reference to rabbit without specific permission from rabbit.
j. Affiliate shall not use rabbit’s name, the rabbit Marks, or rabbit Site in any form of unsolicited communication, including, but not limited to, unsolicited email (spam).
k. Affiliate shall use the Approved Links and rabbit Marks without manipulations.
l. Affiliate shall ensure that all Affiliate Sites do not in any way copy, resemble, or mirror the look and feel of the rabbit Sites. You will also not use any means to create the impression that your Site is a rabbit Site or any part of a rabbit Site including, without limitation, framing of the rabbit Sites in any manner.
m. Affiliate shall not engage in cookie stuffing or include pop-ups, false or misleading links on the Affiliate Websites. In addition, wherever possible, you will not attempt to mask or otherwise change the referring url information (i.e. the page from where the click is originating).
n. Affiliate shall not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
o. Affiliate shall comply with all obligations contained in the SHAREASALE Partner Terms and Conditions, as may be modified and updated from time to time, as located at the following: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
p. Affiliate is required to utilize all links, creative assets, and content provided by rabbit through the Program or by a rabbit affiliate team member. If you use any rabbit content without permission, rabbit may terminate your participation in the Program and pursue all remedies available.
9. Guest and Sales Information. We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any guest who enters the www.runinrabbit.com Site from a link from your Site ("Affiliate Guests") and (b) any information regarding click-through rates or product purchases by Affiliate Guests ("Sales Information"). Subject to the terms and conditions of this Agreement, rabbit grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfil your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Guest contact information to any third party without rabbit’s, prior written approval. You agree not to send Affiliate Guests email communications promoting your Site as an affiliate of rabbit, or otherwise unless granted previous approval by rabbit. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
10. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Approved Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the "Creatives") are up to date with what is offered in the rabbit creative platform (c) ensuring all Creatives work effectively and link directly to www.runinrabbit.com (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libellous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations.
11. Prohibited use of rabbit Marks. You may not use the www.runinrabbit.com site or the rabbit name, the rabbit Marks, the Approved Links, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post rabbit sales, promotions or coupons on your site without our prior written consent; you may NOT purchase domain names that have rabbit variations or misspellings in them which are solely intended to direct traffic away from the www.runinrabbit.com site; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by rabbit; you may NOT promote www.runinrabbit.com in emails/newsletters without prior written approval of the placement; you may NOT use rabbit's name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use rabbit’s name, or any variation thereof, in hidden text or source code; you may NOT use rabbit’s name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from www.runinrabbit.com; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to www.runinrabbit.com; you may NOT purchase any keywords on search sites related to rabbit or any variation thereof. rabbit prohibits and strongly discourages You from the use "coupon" “sale” or “discount” terminology when promoting rabbit; as an alternative, the use of "marked down" is highly recommended. You may not launch the rabbit site directly from search engine listings or from your site unless the visitor clicks through a rabbit banner, logo or product. rabbit may, in its sole discretion, suspend Your account and/or withhold Commissions if, it in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement.
12. Advertising Prohibitions. You may NOT utilize in connection with your Site or the promotion of our Site: (a) any framing technology that frames www.runinrabbit.com; (b) any software or action that gathers information through the guest's Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person's computer, (ii) causing spyware to be installed on another person's computer, or (iii) using 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 (d) browser-embedded contextual targeting applications or other applications which serve "Advertising" on rabbit’s competitors Sites or on any other Site other than your Site. "Advertising" means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser;(e) 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.
13. FTC Disclosure Requirements. Consumer protection laws apply equally to marketers across all mediums, including desktops, mobile devices and traditional advertising. Affiliates must disclose ads in a clear and conspicuous manner to avoid the appearance of deception. Please refer to the FTC’s website (http://www.ftc.gov/opa/2013/03/dotcom.shtm) for disclosure guidelines. You shall include a disclosure statement within any and all pages/posts where affiliate links Approved Links for our Program 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 the affiliate management team for review, this also must be clearly stated in your disclosure.
14. Social Media. Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
15. Disclaimer and Limitation of Liability/Indemnification. THE RABBIT SITES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RABBIT AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“RABBIT ENTITIES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RABBIT OR THE RABBIT ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEEMENT, THE RABBIT SITES, OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RABBIT’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU UNDER THIS AGREEMENT.
16. Term and Termination. The term of this Agreement shall commence on the date rabbit accepts your request to be included in the Affiliate program and will end when terminated by either party as set forth in this Agreement (the "Term"). Either party shall have the right to terminate this Agreement at any time, with or without cause upon seven (7) days prior written notice to the other party. Notwithstanding the foregoing, either party may terminate this Agreement (i) if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; (ii) upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within three (3) days after written notice is given to the breaching party identifying the matter constituting the material breach; (iii) by mutual consent of the parties; or (iv) if Affiliate removes Approved Links and promotions related to the Program. Upon termination of this Agreement (a) Affiliate shall immediately cease use of the services and remove all links Approved Links and rabbit Marks from the Affiliate Site to the rabbit Sites; and (b) each party shall remove from its respective website any branding or other proprietary materials received from the other party under the terms of this Agreement. Additionally, rabbit may terminate this Agreement effective immediately if Affiliate violates the terms of this Agreement.
17. Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, guest and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party's affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the confidential information of the other party as if it were its own, but in no instance less than a reasonable standard of care. This Agreement incorporates standard exceptions to the definition of confidential information. This provision shall survive for three (3) years after the termination of this Agreement.
18. Changes to this Agreement. From time to time, we may change this Agreement. If we change this Agreement, we will give you notice by posting the revised Agreement on the rabbit Sites. Those changes will go into effect on the “Last Updated” date shown in the revised Agreement. By continuing to participate in the Program, you unconditionally consent and agree to the revised Agreement.
19. Governing Law. This Agreement shall be governed by and construed under the laws of the California. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The Affiliate agrees that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in Santa Barbara, California.
20. Assignment and Successors. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
21. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
22. Entire Agreement. This Agreement constitutes the entire agreement between Affiliate and rabbit, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.