Arena Innovation Corp
Program Terms
ARENA INNOVATION CORP.
AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate in the Arena Innovation Corp.’s Affiliate Program ("Program") and the establishment of links from your affiliate website to our website. This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Program, and the establishment of links from your affiliate website to our website www.goarena.co.
Please read this carefully before submitting your application to participate in this Program. If you do not accept all of the terms of this Agreement do not submit an Affiliate Program Application (“Application”). By submitting an Application, you are deemed to have accepted this Agreement and agreed to be bound by it.
As used in this Agreement, "we," "us," "our," “Company” and "Arena" shall mean Arena Innovation Inc. "Affiliate" "you" and "your" means the applicant submitting the Application and participating in the Program.
Enrollment in the Affiliate Program
The Program is managed on the ShareASale.com Inc. ("ShareASale") affiliate network ("Affiliate Network"). This Agreement will be effective upon the Affiliate Networks' acceptance of your affiliate sign-up request and you linking to and participation in the Program.
Linking and Participation in the Affiliate Program
To link to and participate in the Program you must be registered with ShareASale and request to be linked to “Arena Innovation Corp.”
For domain names associated with Affiliate’s website that are registered privately, the domain of your username/email address must match the URL submitted with your application.
We will evaluate your application and will notify you of your acceptance or rejection with five (5) business days. Your registration request may be rejected for any reason or for no reason at either Arena’s or ShareASale's sole discretion.
ALL REQUESTS WILL BE REJECTED IF IT IS DETERMINED THAT YOUR WEBSITE INCLUDES ANYTHING THAT IS DEEMED UNLAWFUL, HARMFUL, THREATENING, DEFAMATORY, OBSCENE, HARASSING, DISCRIMINATORY, OR OTHERWISE OBJECTIONABLE.
Affiliate Marketing Activities
In addition to the conditions contained herein, your marketing activities may be further limited by the Affiliate Network Agreement you accept when you apply to the Program.
All images, product names, numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available by Arena to you under this Program (collectively, "Arena Materials") are the proprietary property of Arena. Affiliates shall use Arena Materials only as specified herein, and shall not misappropriate any Arena Materials in any way.
Arena Trademarks and Pay Per Click ("PPC") Bidding Policy and Other Technologies
Permitted:
Affiliates may bid on manufacturer-specific terms (please note that some manufacturers have blocked the use of their terms without prior permission).
Not Permitted:
Affiliates must not use Arena trademarks in the URL to the right of the domain in the display URL (e.g. www.yoursite.com/Arena).
Affiliates must not use any of the following URLs (or others we may communicate to you from time to time), including misspellings and variations, in the display URL at any PPC search engine or various "content network" sections: www.goarena.co. See below for additional information.
Affiliates must not include "Official Site" or represent that your advertisement is sponsored or endorsed by Arena in any way.
Affiliates must not bid on Arena’s trademarked terms + "term", e.g. "GoArena", "Arena coupon codes", etc.
Affiliates must not bid on the Arena trademarks and URLs, including but not limited to those shown below (or others we may communicate to you from time to time), including misspellings and variations, on any search engine.
Product Listing Ads (PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed files, including network data feeds and shopping network data feeds, in PLAs with any of the search engines. Use of PLAs is not allowed by Affiliates under any circumstances.
Consumer Shopping Engines (CSEs): Affiliates are not permitted to use any Arena-brand product data feed files with CSEs. In addition, CSEs may not permit their third-party partners from participating in paid search with any of the Arena Materials.
Toolbars, Add-ons, and Plug-Ins: Toolbars, Add-Ons, Plug-Ins, otherwise known as Browser Extensions or Browser Helper Objects are not permitted to be used in any Arena Affiliate Program.
Reseller, Auctions: Affiliates are not allowed to resell, auction, mask or manipulate the pricing of any Arena product or service.
Orders: All orders must be fulfilled by the customer on a Arena-owned/operated website. Affiliates are not allowed to take and fulfill Arena customer orders or reorders. No link cloaking is permitted. All referred sales must have a "clicked from" URL associated with a referred sale. Arena reserves the right to void and reverse commission payouts for any Program order resulting from fraudulent activity, in its sole discretion. Other voided orders and commission payment reversals may result from orders being cancelled by the customer, credit card declines, or any other situation that may result with an order not being billed and shipped.
Direct Linking Policy
Direct to merchant linking is not permitted on any Search Engines including Google, Yahoo, and Bing, or from social media sites including but not limited to, Facebook, Twitter, YouTube, Instagram or Pinterest.
Direct to merchant linking is not allowed through Email, Newsletters, or any other form of electronic promotion conducted on behalf of Arena Affiliate partner.
Geo-Targeting and Day Parting
Geo-targeting and day parting is allowed on all search engines provided all policies regarding display URL, competitor terms, and trademarks are followed.
Using geo-targeting and day parting to avoid enforcement of Arena’s PPC policy is strictly prohibited and constitutes grounds for immediate removal from our Affiliate Program and reversal of commissions up to 30 days prior to the date of the violation.
Ad Copy and Content Restrictions
Affiliates are required to be truthful about any advertisement representing Arena including rebate, coupon, and sales offers.
Affiliate's advertising offers and sites must not be shown or construed as an official Arena endorsed advertisement or site.
Additional Exclusions, Penalties, and Notifications
Arena reserves the right to enforce this PPC policy for individual affiliates at our sole discretion.
?Excluded affiliates will be required to agree via signed contract to any exclusion permitted herein. Do not assume exclusion via verbal or written communication.
A violation of these terms may result in commission reduction to 0% unless we receive and accept a response from you that you will correct your behavior consistent with this Agreement or may result in immediate termination of the affiliate relationship and may be cause for reversal of past commissions earned up to 30 days. From time to time, Arena may review its PPC policy and this Agreement and implement changes consistent with the way search engines operate or for other modifications in our sole discretion. Any material changes will be announced via the Arena Affiliate Program's newsletters, group email, or other such communication. Affiliates will have seven business days to comply with Program changes.
Violations of Arena’s PPC policy or this Agreement may be reported to us directly or vis-à-vis our third-party Program administrator. Please have all applicable proof including but not limited to screen shots of the ad, geographical location of the ad, URL/Network tracking information, and the search engine where the ad was found.
Online Advertising (organic links)
Affiliates that use the Arena’s branded trademark terms in any organic search link must use the terms in a fair manner (i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark and Copyright Law). Organic listing titles and descriptions must state only the offers that are available through the Affiliate network, Arena merchant, or advertiser account. Arena reserves the right to cause the reversal of commission payments or remove an Affiliate from the Program due to a violation of these organic link guidelines.
Social Media
All social media marketing on behalf of the Affiliate promoting Arena brands must link back to the Affiliate website where the Arena offers are displayed. Affiliates shall not direct link or drop cookies and set affiliates links on their social pages that pertain to Arena brands and offers. All cookies and links must be set at the Affiliate website. Arena reserves the right to reverse commission or remove any affiliate in violation of these social media guidelines.
Electronic Mail
Affiliates shall not send any emails, directly or indirectly, that advertise or promotes Arena, its products, services, web sites, or offers without Arena’s prior express written consent. If consent is provided, Affiliate must include Arena on its email distribution list at one or more e-mail addresses to be provided by us to you at or after such consent is provided. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, Affiliate shall not generate or send any material advertising or promoting any Arena products or services via facsimile or engage in any telemarketing activities with respect to Arena’s products or services.
Arena Trademarks
In any marketing activities where a reference is made to Arena or to any of Arena’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or "aff."
Except as otherwise set forth in this Agreement, Affiliate shall not use Arena’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in meta tags, (b) in hidden text or source code or (c) in Affiliate's domain name or any other part of Affiliate's universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Arena’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate's behalf, to express or imply any endorsement by Arena of any services provided by Affiliate, or in any other manner whatsoever. iv. Affiliates found in violation of this section are subject to punitive actions by us, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
Links and Images
Arena shall make available to Affiliates, via the Affiliate Network web site, a variety of graphic and textual images (the "Arena Images") that serve to identify Affiliate’s website as a member of the Program and that will establish "Links" from any and all websites you own, operate or control ("your site") to the websites owned, operated and/or controlled by Arena that are provided by Arena to you from time to time under the Program ("our site"). You shall cooperate fully with Arena in establishing and maintaining Links. You may display in your site only those Arena Images provided to you by Arena. Arena Images may by discontinued or replaced at any time in our sole discretion.
Upon request, you shall remove any Arena Image from your site and replace it with a new Arena Image provided by us or ShareASale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Arena and/or our Affiliate Network(s) may monitor your site at any time to determine if you are in compliance with these terms.
No user generated or subscription base codes or scraped codes are allowed to be entered on Arena branded pages on your site. Only the website owner is allowed to place banners, links and codes on Arena branded pages. Only coupon codes provided by us or ShareASale may be promoted by Affiliates under any circumstance.
Arena reserves the right to cause the reversal of commission payments or remove an Affiliate from the Program due to a violation of these link, images, and coupon code guidelines.
Affiliate's Obligations
You are obligated to:
Place Links on your site within 30 days of your acceptance into the Program.
Actively participate in the Program by accessing and using promotional Links via the ShareASale network.
Be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement including:
The development, operation and maintenance of your site;
All materials that appear on your site and the accuracy and appropriateness of such materials;
Ensuring that any such materials 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, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
Ensuring that your site and your business practices do not violate this Agreement.
You agree to keep your application with ShareASale updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with Affiliate’s website that are registered privately, the domain of your username/email address must match the URL submitted with your application.
You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Arena endorses you or your site or your products and services (e.g., you are agreeing not to "frame" any pages or portions of our site).
Affiliate Code of Conduct.
You agree not to:
Participate in spy ware, ad ware or parasite ware techniques for driving traffic. This includes installing or causing to install, spyware on another's computer, or using context-based triggering mechanisms to display advertisements that obscure paid advertising other content on a website in a way that interferes with one's ability to view that website. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
Utilize SPAM in promoting the Company. For the purpose of this agreement “SPAM” shall include distributing emails, in bulk or by single mailing, about the Company, to any person who has not specifically requested the information directly from Affiliate.
Attempt to modify or alter our site in any way.
Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISPs address bar or search bar and is redirected to a web page that contains a link that directs the user to, e.g. our site).
Employ the use of any type of software download or technology which attempts to intercept or redirect traffic or referral fees to or from any website.
Without our prior written approval, use any of our trademarks, intellectual property or Arena Material in an advertisement that is not created or provided by us in any way that might suggest, imply or mislead, or is likely to mislead a visitor of your website into believing that Arena, any of our other sites, or any related entity was the creator or sponsor of such advertisement.
Employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause Affiliate tracking systems to conclude that a user has clicked through a commissionable link and to pay commissions accordingly, even if the user has not actually clicked through any such link).
Display any material on a website containing a link to our site which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
Without our prior written approval, use any widgets on your site that include any of our trademarks, Arena Materials, or directly or indirectly send traffic to one of our sites.
Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or in close proximity to any objectionable content, i.e., any material which, in our sole discretion, is offensive, e.g., hate speech, promotes violence or defames or discriminates again a particular group of people based on race, sex, religion, national origin, or physical disability, contains nudity, explicit violence or sexual material or depictions thereof or promotes alcohol, drugs tobacco, or illegal activity.
Publicity
Except for the material made available to you by an Affiliate Network for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Arena, any of its products or services, or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
Policies and Pricing
Customers who buy Arena’s products and services through the Program are deemed to be customers of Arena. As such, all of Arena’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Arena shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting our site ("Customer Data") which is collected by Arena, including without limitation, customers who access our site from your site, and Affiliate shall have no right to use any such Customer Data.
You may not include price information in your product descriptions without our explicit written consent. You shall refer all questions, requests and queries regarding our products and services to us. You do not have the authority to make or accept any offer on our behalf.
Arena reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
Commission Payment
Arena is neither responsible nor liable for any type of commission payments to you. The Affiliate Network handles and is solely responsible for any and all commission payments.
Intellectual Property
Arena grants the Affiliate a limited, non-exclusive, non-transferable, revocable right to:
Access our site through the Links solely in accordance with, and for the contemplated purpose of this Agreement, and
To use the branded trademarked terms shown below (only in the form(s) that they appear on the Arena Affiliate Program ShareASale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Arena’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Arena may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Arena only.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Arena products and services on your site.
You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Arena or its affiliates or any of its or their products or services, or that otherwise portrays Arena, in its sole discretion, in a negative light.
Arena reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise.
You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Arena for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Arena will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
You grant to Arena a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Arena’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program.
The licenses granted hereunder shall run concurrently with the term of this Agreement.
Term and Termination
This Agreement shall apply and be effective as of the date your ShareASale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program, comply with the terms of this Agreement, or maintain Links to our site on your site. Notwithstanding the foregoing, either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after termination.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Arena may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. If Arena has reason to believe Affiliate's orders/referrals were obtained fraudulently or through misrepresentation, Arena shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from your site and cease using Arena’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
Program Modification
Arena may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to this Agreement via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
Relationship of Parties
You and Arena are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Arena. You may not make any statement, whether on Affiliate’s website or otherwise, that contradicts anything contained in this section.
Representations and Warranties
Affiliate represents to the Company it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of your site and any domain names associated with your site do not:
Infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
Violate any applicable law, statute, ordinance or regulation;
Contain defamatory or libelous material;
Contain lewd, pornographic, illegal or obscene material;
Violate any laws regarding unfair competition, anti-discrimination, or false advertising; or
Promote violence or contain hate speech; or
Contain viruses, Trojan horses, worms, time bombs, cancel bots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.
Arena is not obligated to make any representations, warranties or other statements concerning you, your site or its your site’s policies or any of your products or services.
AFFILIATE UNDERSTANDS THAT ARENA MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
Confidentiality
Except as otherwise provided herein or with the written consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists and information, and pricing and sales information, concerning Arena or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such 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 or its affiliates.
Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
Disclaimer and Limitation of Liability
ARENA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, OUR SITE OR ANY ARENA PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ARENA MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS. b. ARENA SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY ARENA HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
Indemnification
Affiliate agrees to indemnify, defend and hold harmless Arena and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in California and Affiliate irrevocably consents to the jurisdiction of such courts.
References/Testimonials
You agree to cooperate with us in the development of testimonies and other such marketing material. You grant us unlimited rights to reference you in any and all marketing materials, without further compensation.
Notices
All notices from you to us, required under this Agreement shall be sent via United States mail, postage prepaid, addressed as follows:
Arena Innovation Corp.
1640 17th Street, San Francisco, CA 94107.
Attn: CEO
Notices from us to you may be sent via United States mail, postage prepaid, facsimile, or e-mail using the contact information on file held by Arena or ShareASale.
Integration
This Agreement constitutes the final and complete agreement between you and Arena regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
Acknowledgement and Acceptance
By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of Affiliate and that I have read and accepted the terms, conditions and disclosures associated with this Agreement.
AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate in the Arena Innovation Corp.’s Affiliate Program ("Program") and the establishment of links from your affiliate website to our website. This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Program, and the establishment of links from your affiliate website to our website www.goarena.co.
Please read this carefully before submitting your application to participate in this Program. If you do not accept all of the terms of this Agreement do not submit an Affiliate Program Application (“Application”). By submitting an Application, you are deemed to have accepted this Agreement and agreed to be bound by it.
As used in this Agreement, "we," "us," "our," “Company” and "Arena" shall mean Arena Innovation Inc. "Affiliate" "you" and "your" means the applicant submitting the Application and participating in the Program.
Enrollment in the Affiliate Program
The Program is managed on the ShareASale.com Inc. ("ShareASale") affiliate network ("Affiliate Network"). This Agreement will be effective upon the Affiliate Networks' acceptance of your affiliate sign-up request and you linking to and participation in the Program.
Linking and Participation in the Affiliate Program
To link to and participate in the Program you must be registered with ShareASale and request to be linked to “Arena Innovation Corp.”
For domain names associated with Affiliate’s website that are registered privately, the domain of your username/email address must match the URL submitted with your application.
We will evaluate your application and will notify you of your acceptance or rejection with five (5) business days. Your registration request may be rejected for any reason or for no reason at either Arena’s or ShareASale's sole discretion.
ALL REQUESTS WILL BE REJECTED IF IT IS DETERMINED THAT YOUR WEBSITE INCLUDES ANYTHING THAT IS DEEMED UNLAWFUL, HARMFUL, THREATENING, DEFAMATORY, OBSCENE, HARASSING, DISCRIMINATORY, OR OTHERWISE OBJECTIONABLE.
Affiliate Marketing Activities
In addition to the conditions contained herein, your marketing activities may be further limited by the Affiliate Network Agreement you accept when you apply to the Program.
All images, product names, numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available by Arena to you under this Program (collectively, "Arena Materials") are the proprietary property of Arena. Affiliates shall use Arena Materials only as specified herein, and shall not misappropriate any Arena Materials in any way.
Arena Trademarks and Pay Per Click ("PPC") Bidding Policy and Other Technologies
Permitted:
Affiliates may bid on manufacturer-specific terms (please note that some manufacturers have blocked the use of their terms without prior permission).
Not Permitted:
Affiliates must not use Arena trademarks in the URL to the right of the domain in the display URL (e.g. www.yoursite.com/Arena).
Affiliates must not use any of the following URLs (or others we may communicate to you from time to time), including misspellings and variations, in the display URL at any PPC search engine or various "content network" sections: www.goarena.co. See below for additional information.
Affiliates must not include "Official Site" or represent that your advertisement is sponsored or endorsed by Arena in any way.
Affiliates must not bid on Arena’s trademarked terms + "term", e.g. "GoArena", "Arena coupon codes", etc.
Affiliates must not bid on the Arena trademarks and URLs, including but not limited to those shown below (or others we may communicate to you from time to time), including misspellings and variations, on any search engine.
Product Listing Ads (PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed files, including network data feeds and shopping network data feeds, in PLAs with any of the search engines. Use of PLAs is not allowed by Affiliates under any circumstances.
Consumer Shopping Engines (CSEs): Affiliates are not permitted to use any Arena-brand product data feed files with CSEs. In addition, CSEs may not permit their third-party partners from participating in paid search with any of the Arena Materials.
Toolbars, Add-ons, and Plug-Ins: Toolbars, Add-Ons, Plug-Ins, otherwise known as Browser Extensions or Browser Helper Objects are not permitted to be used in any Arena Affiliate Program.
Reseller, Auctions: Affiliates are not allowed to resell, auction, mask or manipulate the pricing of any Arena product or service.
Orders: All orders must be fulfilled by the customer on a Arena-owned/operated website. Affiliates are not allowed to take and fulfill Arena customer orders or reorders. No link cloaking is permitted. All referred sales must have a "clicked from" URL associated with a referred sale. Arena reserves the right to void and reverse commission payouts for any Program order resulting from fraudulent activity, in its sole discretion. Other voided orders and commission payment reversals may result from orders being cancelled by the customer, credit card declines, or any other situation that may result with an order not being billed and shipped.
Direct Linking Policy
Direct to merchant linking is not permitted on any Search Engines including Google, Yahoo, and Bing, or from social media sites including but not limited to, Facebook, Twitter, YouTube, Instagram or Pinterest.
Direct to merchant linking is not allowed through Email, Newsletters, or any other form of electronic promotion conducted on behalf of Arena Affiliate partner.
Geo-Targeting and Day Parting
Geo-targeting and day parting is allowed on all search engines provided all policies regarding display URL, competitor terms, and trademarks are followed.
Using geo-targeting and day parting to avoid enforcement of Arena’s PPC policy is strictly prohibited and constitutes grounds for immediate removal from our Affiliate Program and reversal of commissions up to 30 days prior to the date of the violation.
Ad Copy and Content Restrictions
Affiliates are required to be truthful about any advertisement representing Arena including rebate, coupon, and sales offers.
Affiliate's advertising offers and sites must not be shown or construed as an official Arena endorsed advertisement or site.
Additional Exclusions, Penalties, and Notifications
Arena reserves the right to enforce this PPC policy for individual affiliates at our sole discretion.
?Excluded affiliates will be required to agree via signed contract to any exclusion permitted herein. Do not assume exclusion via verbal or written communication.
A violation of these terms may result in commission reduction to 0% unless we receive and accept a response from you that you will correct your behavior consistent with this Agreement or may result in immediate termination of the affiliate relationship and may be cause for reversal of past commissions earned up to 30 days. From time to time, Arena may review its PPC policy and this Agreement and implement changes consistent with the way search engines operate or for other modifications in our sole discretion. Any material changes will be announced via the Arena Affiliate Program's newsletters, group email, or other such communication. Affiliates will have seven business days to comply with Program changes.
Violations of Arena’s PPC policy or this Agreement may be reported to us directly or vis-à-vis our third-party Program administrator. Please have all applicable proof including but not limited to screen shots of the ad, geographical location of the ad, URL/Network tracking information, and the search engine where the ad was found.
Online Advertising (organic links)
Affiliates that use the Arena’s branded trademark terms in any organic search link must use the terms in a fair manner (i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark and Copyright Law). Organic listing titles and descriptions must state only the offers that are available through the Affiliate network, Arena merchant, or advertiser account. Arena reserves the right to cause the reversal of commission payments or remove an Affiliate from the Program due to a violation of these organic link guidelines.
Social Media
All social media marketing on behalf of the Affiliate promoting Arena brands must link back to the Affiliate website where the Arena offers are displayed. Affiliates shall not direct link or drop cookies and set affiliates links on their social pages that pertain to Arena brands and offers. All cookies and links must be set at the Affiliate website. Arena reserves the right to reverse commission or remove any affiliate in violation of these social media guidelines.
Electronic Mail
Affiliates shall not send any emails, directly or indirectly, that advertise or promotes Arena, its products, services, web sites, or offers without Arena’s prior express written consent. If consent is provided, Affiliate must include Arena on its email distribution list at one or more e-mail addresses to be provided by us to you at or after such consent is provided. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, Affiliate shall not generate or send any material advertising or promoting any Arena products or services via facsimile or engage in any telemarketing activities with respect to Arena’s products or services.
Arena Trademarks
In any marketing activities where a reference is made to Arena or to any of Arena’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or "aff."
Except as otherwise set forth in this Agreement, Affiliate shall not use Arena’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in meta tags, (b) in hidden text or source code or (c) in Affiliate's domain name or any other part of Affiliate's universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Arena’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate's behalf, to express or imply any endorsement by Arena of any services provided by Affiliate, or in any other manner whatsoever. iv. Affiliates found in violation of this section are subject to punitive actions by us, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
Links and Images
Arena shall make available to Affiliates, via the Affiliate Network web site, a variety of graphic and textual images (the "Arena Images") that serve to identify Affiliate’s website as a member of the Program and that will establish "Links" from any and all websites you own, operate or control ("your site") to the websites owned, operated and/or controlled by Arena that are provided by Arena to you from time to time under the Program ("our site"). You shall cooperate fully with Arena in establishing and maintaining Links. You may display in your site only those Arena Images provided to you by Arena. Arena Images may by discontinued or replaced at any time in our sole discretion.
Upon request, you shall remove any Arena Image from your site and replace it with a new Arena Image provided by us or ShareASale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Arena and/or our Affiliate Network(s) may monitor your site at any time to determine if you are in compliance with these terms.
No user generated or subscription base codes or scraped codes are allowed to be entered on Arena branded pages on your site. Only the website owner is allowed to place banners, links and codes on Arena branded pages. Only coupon codes provided by us or ShareASale may be promoted by Affiliates under any circumstance.
Arena reserves the right to cause the reversal of commission payments or remove an Affiliate from the Program due to a violation of these link, images, and coupon code guidelines.
Affiliate's Obligations
You are obligated to:
Place Links on your site within 30 days of your acceptance into the Program.
Actively participate in the Program by accessing and using promotional Links via the ShareASale network.
Be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement including:
The development, operation and maintenance of your site;
All materials that appear on your site and the accuracy and appropriateness of such materials;
Ensuring that any such materials 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, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
Ensuring that your site and your business practices do not violate this Agreement.
You agree to keep your application with ShareASale updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with Affiliate’s website that are registered privately, the domain of your username/email address must match the URL submitted with your application.
You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Arena endorses you or your site or your products and services (e.g., you are agreeing not to "frame" any pages or portions of our site).
Affiliate Code of Conduct.
You agree not to:
Participate in spy ware, ad ware or parasite ware techniques for driving traffic. This includes installing or causing to install, spyware on another's computer, or using context-based triggering mechanisms to display advertisements that obscure paid advertising other content on a website in a way that interferes with one's ability to view that website. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
Utilize SPAM in promoting the Company. For the purpose of this agreement “SPAM” shall include distributing emails, in bulk or by single mailing, about the Company, to any person who has not specifically requested the information directly from Affiliate.
Attempt to modify or alter our site in any way.
Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISPs address bar or search bar and is redirected to a web page that contains a link that directs the user to, e.g. our site).
Employ the use of any type of software download or technology which attempts to intercept or redirect traffic or referral fees to or from any website.
Without our prior written approval, use any of our trademarks, intellectual property or Arena Material in an advertisement that is not created or provided by us in any way that might suggest, imply or mislead, or is likely to mislead a visitor of your website into believing that Arena, any of our other sites, or any related entity was the creator or sponsor of such advertisement.
Employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause Affiliate tracking systems to conclude that a user has clicked through a commissionable link and to pay commissions accordingly, even if the user has not actually clicked through any such link).
Display any material on a website containing a link to our site which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
Without our prior written approval, use any widgets on your site that include any of our trademarks, Arena Materials, or directly or indirectly send traffic to one of our sites.
Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or in close proximity to any objectionable content, i.e., any material which, in our sole discretion, is offensive, e.g., hate speech, promotes violence or defames or discriminates again a particular group of people based on race, sex, religion, national origin, or physical disability, contains nudity, explicit violence or sexual material or depictions thereof or promotes alcohol, drugs tobacco, or illegal activity.
Publicity
Except for the material made available to you by an Affiliate Network for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Arena, any of its products or services, or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
Policies and Pricing
Customers who buy Arena’s products and services through the Program are deemed to be customers of Arena. As such, all of Arena’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Arena shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting our site ("Customer Data") which is collected by Arena, including without limitation, customers who access our site from your site, and Affiliate shall have no right to use any such Customer Data.
You may not include price information in your product descriptions without our explicit written consent. You shall refer all questions, requests and queries regarding our products and services to us. You do not have the authority to make or accept any offer on our behalf.
Arena reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
Commission Payment
Arena is neither responsible nor liable for any type of commission payments to you. The Affiliate Network handles and is solely responsible for any and all commission payments.
Intellectual Property
Arena grants the Affiliate a limited, non-exclusive, non-transferable, revocable right to:
Access our site through the Links solely in accordance with, and for the contemplated purpose of this Agreement, and
To use the branded trademarked terms shown below (only in the form(s) that they appear on the Arena Affiliate Program ShareASale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Arena’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Arena may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Arena only.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Arena products and services on your site.
You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Arena or its affiliates or any of its or their products or services, or that otherwise portrays Arena, in its sole discretion, in a negative light.
Arena reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise.
You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Arena for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Arena will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
You grant to Arena a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Arena’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program.
The licenses granted hereunder shall run concurrently with the term of this Agreement.
Term and Termination
This Agreement shall apply and be effective as of the date your ShareASale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program, comply with the terms of this Agreement, or maintain Links to our site on your site. Notwithstanding the foregoing, either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after termination.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Arena may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. If Arena has reason to believe Affiliate's orders/referrals were obtained fraudulently or through misrepresentation, Arena shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from your site and cease using Arena’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
Program Modification
Arena may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to this Agreement via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
Relationship of Parties
You and Arena are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Arena. You may not make any statement, whether on Affiliate’s website or otherwise, that contradicts anything contained in this section.
Representations and Warranties
Affiliate represents to the Company it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of your site and any domain names associated with your site do not:
Infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
Violate any applicable law, statute, ordinance or regulation;
Contain defamatory or libelous material;
Contain lewd, pornographic, illegal or obscene material;
Violate any laws regarding unfair competition, anti-discrimination, or false advertising; or
Promote violence or contain hate speech; or
Contain viruses, Trojan horses, worms, time bombs, cancel bots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.
Arena is not obligated to make any representations, warranties or other statements concerning you, your site or its your site’s policies or any of your products or services.
AFFILIATE UNDERSTANDS THAT ARENA MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
Confidentiality
Except as otherwise provided herein or with the written consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists and information, and pricing and sales information, concerning Arena or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such 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 or its affiliates.
Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
Disclaimer and Limitation of Liability
ARENA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, OUR SITE OR ANY ARENA PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ARENA MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS. b. ARENA SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY ARENA HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
Indemnification
Affiliate agrees to indemnify, defend and hold harmless Arena and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in California and Affiliate irrevocably consents to the jurisdiction of such courts.
References/Testimonials
You agree to cooperate with us in the development of testimonies and other such marketing material. You grant us unlimited rights to reference you in any and all marketing materials, without further compensation.
Notices
All notices from you to us, required under this Agreement shall be sent via United States mail, postage prepaid, addressed as follows:
Arena Innovation Corp.
1640 17th Street, San Francisco, CA 94107.
Attn: CEO
Notices from us to you may be sent via United States mail, postage prepaid, facsimile, or e-mail using the contact information on file held by Arena or ShareASale.
Integration
This Agreement constitutes the final and complete agreement between you and Arena regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
Acknowledgement and Acceptance
By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of Affiliate and that I have read and accepted the terms, conditions and disclosures associated with this Agreement.