Allegiance Flag Supply
Program Terms
Allegiance Flag Supply
AFFILIATE PROGRAM TERMS AND CONDITIONS
1. OVERVIEW
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Allegiance's Affiliate Program (the “Program”). The purpose of this Agreement is to allow HTML linking between your social media page(s) and/or websites (collectively, the “Affiliate Platform”) and the Allegiance website. Please note that throughout this Agreement, "we," "us," and "our" refer to Allegiance Flag Supply, LLC, and "you," "your," and "yours" refer to the affiliate. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
2. AFFILIATE OBLIGATIONS
(a) To join the Program, you must be at least 18 years old. Your application must be approved by us prior to your enrollment in the Program. The fact that we may have approved your application does not imply that we may not re-evaluate your application at a later time. We may cancel your application and terminate your participation in the Program if we determine that the Affiliate Platform is unsuitable for the Program, including if it:
(i) promotes sexually explicit materials;
(ii) promotes violence;
(iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(iv) promotes illegal activities;
(v) incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
(vi) includes "Allegiance Flag Supply" or variations or misspellings thereof in its domain name;
(vii) is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion;
(viii) contains software downloads that potentially enable diversions of commission from other affiliates in the Program; or
(ix) resembles our website or leads customers to believe you are Allegiance Flag Supply.com, Allegiance Flag Supply, LLC or any other affiliated business of Allegiance Flag Supply, LLC.
(b) In order for us to accurately keep track of all guest visits from the Affiliate Platform to ours, you must use the HTML code that we provide you with, and you must enable cookies.
(c) We have the right to monitor the Affiliate Platform at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to the Affiliate Platform that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to the Affiliate Platform that we feel are necessary, we reserve the right to terminate your participation in the Program. Without limiting the foregoing, we reserve the right, at any time, to review your placement and approve the use of your links, and to require that you change the placement or use to comply with the guidelines provided to you.
(d) The maintenance and updating of the Affiliate Platform will be your responsibility. We may monitor the Affiliate Platform as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
(e) It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to the Affiliate Platform. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
(f) Commissions and referral bonuses earned by you under the Program are strictly confidential and shall not be disclosed to any third parties other than your accounting/financial and legal representatives.
(g) During your live videos on our platforms or other presentations promoting Allegiance Flag Supply products, please dress professionally, provide proper lighting and a clean background, and display/use only Allegiance Flag Supply products.
(h) You may not release or disclose any information from the Allegiance Flag Supply, including but not limited to, upcoming sales notifications or posts of other affiliates.
(i) You may not disclose or promote any Allegiance Flag Supply product on the Affiliate Platform until that product is publicly released on the Allegiance Flag Supply Facebook page, or our website.
3. EXCLUSIVITY
While you are enrolled in the Program, you may not promote or solicit customers for any other brand of products that compete with those sold by us. If you wish to promote or solicit customers for another brand of competing products, you are responsible for ending your affiliation with us by sending us an e-mail. If we find that you are promoting or soliciting customers for another brand of competing products during your affiliation with us without our receiving prior notification by e-mail, this may result in suspension of your rights, forfeiture of any unpaid commissions, referral bonuses, or money on account, and/or removal from the Program.
4. TERM AND TERMINATION
This Agreement will begin upon our approval of your Affiliate application and your acceptance of the terms and conditions contained in this Agreement, and it will continue unless terminated hereunder. Either party may end this Agreement at any time, with or without cause, by giving the other party written notice in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Notwithstanding any other provision within this Agreement, if you are in breach, default, or violation of this Agreement, (i) you shall not be entitled to receive any further commissions for which payment is pending, whether or not the sales for such commissions have been completed, and (ii) we reserve the right to reject any application for re-enrollment at any time and for any reason. If you commit fraud in your use of the Program or if you abuse the Program in any way, we reserve the right to terminate this Agreement and your participation in the Program immediately without notice to you, and in addition to our other rights and remedies hereunder, we reserve the right to take legal action against you. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate, and you will immediately cease use of, and remove from the Affiliate Platform all links to our website and all of our trademarks and logos.
5. MONTHLY FEE
The fee to participate in the Program is $0 each month. You are not required to remit payment for this monthly fee.
6. COMMISSIONS AND REFERRAL BONUSES
(a) You will receive a commission based on a percentage of sales from orders placed by customers through properly coded links. We will only pay commissions on qualifying links that are provided or authorized by us to be placed on an Affiliate Platform and are properly linked to our systems. This requires that you have cookies enabled on the Affiliate Platform.
(b) Referral Bonus: You will receive a one-time referral bonus of $500 for every affiliate you refer to the Program who achieves more than $20,000 in sales under the Program. Referral fees will be processed on the Friday of the week when the affiliate referred by you meets this $20,000 sales goal.
(c) The commission structure and referral bonus are subject to change at our discretion. We will notify you 30 days prior to any such change. Commissions and referral bonuses earned under the previous structure will be paid under the previous structure. Commissions and referral bonuses earned under the new structure will be paid under the new structure.
7. PAYMENT
(a) Commissions are paid on purchase prices only (excluding taxes and shipping fees). No commissions will be due or payable, and we reserve the right to deduct from your current and future compensation, any and all commission fees corresponding to any of the following:
(b) order cancellations, merchandise returns, or chargebacks. If a customer requests a refund for a transaction for which you have already been paid commissions, any commissions earned on the refund amount will be deducted from your balance;
(c) purchases that we suspect, in our sole discretion, are the result of fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
(d) Any attempt by you to manipulate, falsify or inflate your commissions or to intentionally defraud us or violate the terms of this Agreement constitutes immediate grounds for us to terminate your participation in the Program and will result in the forfeiture of any and all commissions and referral bonuses owed to you.
(e) You are responsible for monitoring the payment, cancellation, denial and withholding of your commissions and referral bonuses. We are not obligated to actively notify you of the status of your commissions or referral bonuses. If you have a question about any of your commissions or referral bonuses that have been cancelled, denied or withheld, you have 30 days from the date the payment would have been due to contact us about the commission or referral bonus in question. Any changes to decisions about cancelled, denied, or withheld commissions or referral bonuses are strictly made in our sole discretion.
8. PRODUCT DISCOUNTS AND RESALE PROHIBITION
We may periodically offer you discounts on Allegiance Flag Supply products as sales incentives/rewards. These discounts are for your personal use only, and you are strictly prohibited from reselling any Allegiance Flag Supply products that we offer to you at a discount [for less than the retail price published by us]. Violations of this provision are subject to immediate termination of your participation in the Program.
9. ADVERTISING/PROMOTION RESTRICTIONS
(a) Spam linking is prohibited. Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites, or other publicly accessible online discussion boards or forums. Other generally prohibited forms of advertising include the use of unsolicited commercial email, bulk email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address, and no electronic message initiated or sent by you or on your behalf may identify Allegiance Flag Supply as a sender or sponsor of such electronic message. You may use mailings to customers to promote Allegiance Flag Supply.com so long as (i) the recipient is already a customer or subscriber of your services or the Affiliate Platform, and (ii) the recipient has the option to be removed from future mailings. Also, you may post to newsgroups to promote Allegiance Flag Supply.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and the Affiliate Platform as independent from Allegiance Flag Supply.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending commissions owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
(b) You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our website (i.e., when no page from our website or any of our content or branding is visible on the end-user’s screen). As used herein, “Parasiteware™” and “Parasitic Marketing” shall mean an application that (i) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission-tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email; (ii) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission-tracking cookies to be put in place or other commission-tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (iii) sets commission-tracking cookies through loading of our website in IFrames, hidden links and automatic pop-ups that open our website; (iv) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; or (v) removes, replaces or blocks the visibility of your banners with any other banners, other than those that are on websites 100% owned by the application owner.
10. GRANT OF LICENSES
(a) We grant to you a non-exclusive, non-transferable, revocable right and license to (i) access our website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are an affiliate in good standing of the Program. You agree that all uses of the Licensed Materials will be on our behalf and the good will associated therewith will inure solely to our benefit.
(b) Each party agrees not to use the other party's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
11. DISCLAIMER
Allegiance Flag Supply, LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS WEBSITE, THE PRODUCTS OR SERVICES PROVIDED THEREIN, THE PROGRAM, OR AN AFFILIATE’S POTENTIAL TO EARN INCOME FROM THE PROGRAM. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR ANY LINKS TO OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
12. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
(ii) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and
(iii) you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13. LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
14. INDEMNIFICATION
You hereby agree to indemnify and hold harmless Allegiance Flag Supply, LLC, and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of your trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to the Affiliate Platform, including, without limitation, content therein not attributable to us.
15. CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
16. RELATIONSHIP OF PARTIES
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on the Affiliate Platform or any of your other websites or otherwise that reasonably would contradict anything herein.
17. MODIFICATION OF TERMS AND CONDITIONS
We may modify any of the terms and conditions in this Agreement at any time in our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the commission structure, payment procedures, and the Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our website will indicate your agreement to the changes.
18. MISCELLANEOUS
(a) Neither party may assign its rights or obligations under this Agreement to any party; provided that we may assign or transfer all or a portion of our rights and interests herein to our parent or any of our affiliated companies or to a successor in interest to all or substantially all of our stock, assets or business.
(b) 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.
(c) All matters arising out of or related this Agreement, whether directly or indirectly, shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to choice of law and conflicts of law principles which direct the application of the laws of a different state. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Charleston County, South Carolina. An award of arbitration may be confirmed in a court of competent jurisdiction within Charleston County, South Carolina.
(d) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.
(e) Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, then the prevailing party in such legal action shall be entitled to recover all reasonable attorney fees, court costs, and costs of enforcing or collecting any judgment awarded at trial and all appellate levels.
(f) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
(g) The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
(h) This Agreement represents the entire agreement between the parties and shall supersede all prior agreements and communications of the parties, oral or written.
(i) This Agreement is an electronic contract that sets out the legally binding terms of your participation in the Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
AFFILIATE PROGRAM TERMS AND CONDITIONS
1. OVERVIEW
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Allegiance's Affiliate Program (the “Program”). The purpose of this Agreement is to allow HTML linking between your social media page(s) and/or websites (collectively, the “Affiliate Platform”) and the Allegiance website. Please note that throughout this Agreement, "we," "us," and "our" refer to Allegiance Flag Supply, LLC, and "you," "your," and "yours" refer to the affiliate. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
2. AFFILIATE OBLIGATIONS
(a) To join the Program, you must be at least 18 years old. Your application must be approved by us prior to your enrollment in the Program. The fact that we may have approved your application does not imply that we may not re-evaluate your application at a later time. We may cancel your application and terminate your participation in the Program if we determine that the Affiliate Platform is unsuitable for the Program, including if it:
(i) promotes sexually explicit materials;
(ii) promotes violence;
(iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(iv) promotes illegal activities;
(v) incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
(vi) includes "Allegiance Flag Supply" or variations or misspellings thereof in its domain name;
(vii) is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion;
(viii) contains software downloads that potentially enable diversions of commission from other affiliates in the Program; or
(ix) resembles our website or leads customers to believe you are Allegiance Flag Supply.com, Allegiance Flag Supply, LLC or any other affiliated business of Allegiance Flag Supply, LLC.
(b) In order for us to accurately keep track of all guest visits from the Affiliate Platform to ours, you must use the HTML code that we provide you with, and you must enable cookies.
(c) We have the right to monitor the Affiliate Platform at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to the Affiliate Platform that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to the Affiliate Platform that we feel are necessary, we reserve the right to terminate your participation in the Program. Without limiting the foregoing, we reserve the right, at any time, to review your placement and approve the use of your links, and to require that you change the placement or use to comply with the guidelines provided to you.
(d) The maintenance and updating of the Affiliate Platform will be your responsibility. We may monitor the Affiliate Platform as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
(e) It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to the Affiliate Platform. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
(f) Commissions and referral bonuses earned by you under the Program are strictly confidential and shall not be disclosed to any third parties other than your accounting/financial and legal representatives.
(g) During your live videos on our platforms or other presentations promoting Allegiance Flag Supply products, please dress professionally, provide proper lighting and a clean background, and display/use only Allegiance Flag Supply products.
(h) You may not release or disclose any information from the Allegiance Flag Supply, including but not limited to, upcoming sales notifications or posts of other affiliates.
(i) You may not disclose or promote any Allegiance Flag Supply product on the Affiliate Platform until that product is publicly released on the Allegiance Flag Supply Facebook page, or our website.
3. EXCLUSIVITY
While you are enrolled in the Program, you may not promote or solicit customers for any other brand of products that compete with those sold by us. If you wish to promote or solicit customers for another brand of competing products, you are responsible for ending your affiliation with us by sending us an e-mail. If we find that you are promoting or soliciting customers for another brand of competing products during your affiliation with us without our receiving prior notification by e-mail, this may result in suspension of your rights, forfeiture of any unpaid commissions, referral bonuses, or money on account, and/or removal from the Program.
4. TERM AND TERMINATION
This Agreement will begin upon our approval of your Affiliate application and your acceptance of the terms and conditions contained in this Agreement, and it will continue unless terminated hereunder. Either party may end this Agreement at any time, with or without cause, by giving the other party written notice in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Notwithstanding any other provision within this Agreement, if you are in breach, default, or violation of this Agreement, (i) you shall not be entitled to receive any further commissions for which payment is pending, whether or not the sales for such commissions have been completed, and (ii) we reserve the right to reject any application for re-enrollment at any time and for any reason. If you commit fraud in your use of the Program or if you abuse the Program in any way, we reserve the right to terminate this Agreement and your participation in the Program immediately without notice to you, and in addition to our other rights and remedies hereunder, we reserve the right to take legal action against you. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate, and you will immediately cease use of, and remove from the Affiliate Platform all links to our website and all of our trademarks and logos.
5. MONTHLY FEE
The fee to participate in the Program is $0 each month. You are not required to remit payment for this monthly fee.
6. COMMISSIONS AND REFERRAL BONUSES
(a) You will receive a commission based on a percentage of sales from orders placed by customers through properly coded links. We will only pay commissions on qualifying links that are provided or authorized by us to be placed on an Affiliate Platform and are properly linked to our systems. This requires that you have cookies enabled on the Affiliate Platform.
(b) Referral Bonus: You will receive a one-time referral bonus of $500 for every affiliate you refer to the Program who achieves more than $20,000 in sales under the Program. Referral fees will be processed on the Friday of the week when the affiliate referred by you meets this $20,000 sales goal.
(c) The commission structure and referral bonus are subject to change at our discretion. We will notify you 30 days prior to any such change. Commissions and referral bonuses earned under the previous structure will be paid under the previous structure. Commissions and referral bonuses earned under the new structure will be paid under the new structure.
7. PAYMENT
(a) Commissions are paid on purchase prices only (excluding taxes and shipping fees). No commissions will be due or payable, and we reserve the right to deduct from your current and future compensation, any and all commission fees corresponding to any of the following:
(b) order cancellations, merchandise returns, or chargebacks. If a customer requests a refund for a transaction for which you have already been paid commissions, any commissions earned on the refund amount will be deducted from your balance;
(c) purchases that we suspect, in our sole discretion, are the result of fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
(d) Any attempt by you to manipulate, falsify or inflate your commissions or to intentionally defraud us or violate the terms of this Agreement constitutes immediate grounds for us to terminate your participation in the Program and will result in the forfeiture of any and all commissions and referral bonuses owed to you.
(e) You are responsible for monitoring the payment, cancellation, denial and withholding of your commissions and referral bonuses. We are not obligated to actively notify you of the status of your commissions or referral bonuses. If you have a question about any of your commissions or referral bonuses that have been cancelled, denied or withheld, you have 30 days from the date the payment would have been due to contact us about the commission or referral bonus in question. Any changes to decisions about cancelled, denied, or withheld commissions or referral bonuses are strictly made in our sole discretion.
8. PRODUCT DISCOUNTS AND RESALE PROHIBITION
We may periodically offer you discounts on Allegiance Flag Supply products as sales incentives/rewards. These discounts are for your personal use only, and you are strictly prohibited from reselling any Allegiance Flag Supply products that we offer to you at a discount [for less than the retail price published by us]. Violations of this provision are subject to immediate termination of your participation in the Program.
9. ADVERTISING/PROMOTION RESTRICTIONS
(a) Spam linking is prohibited. Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites, or other publicly accessible online discussion boards or forums. Other generally prohibited forms of advertising include the use of unsolicited commercial email, bulk email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address, and no electronic message initiated or sent by you or on your behalf may identify Allegiance Flag Supply as a sender or sponsor of such electronic message. You may use mailings to customers to promote Allegiance Flag Supply.com so long as (i) the recipient is already a customer or subscriber of your services or the Affiliate Platform, and (ii) the recipient has the option to be removed from future mailings. Also, you may post to newsgroups to promote Allegiance Flag Supply.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and the Affiliate Platform as independent from Allegiance Flag Supply.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending commissions owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
(b) You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our website (i.e., when no page from our website or any of our content or branding is visible on the end-user’s screen). As used herein, “Parasiteware™” and “Parasitic Marketing” shall mean an application that (i) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission-tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email; (ii) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission-tracking cookies to be put in place or other commission-tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (iii) sets commission-tracking cookies through loading of our website in IFrames, hidden links and automatic pop-ups that open our website; (iv) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; or (v) removes, replaces or blocks the visibility of your banners with any other banners, other than those that are on websites 100% owned by the application owner.
10. GRANT OF LICENSES
(a) We grant to you a non-exclusive, non-transferable, revocable right and license to (i) access our website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are an affiliate in good standing of the Program. You agree that all uses of the Licensed Materials will be on our behalf and the good will associated therewith will inure solely to our benefit.
(b) Each party agrees not to use the other party's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
11. DISCLAIMER
Allegiance Flag Supply, LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS WEBSITE, THE PRODUCTS OR SERVICES PROVIDED THEREIN, THE PROGRAM, OR AN AFFILIATE’S POTENTIAL TO EARN INCOME FROM THE PROGRAM. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR ANY LINKS TO OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
12. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
(ii) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and
(iii) you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13. LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
14. INDEMNIFICATION
You hereby agree to indemnify and hold harmless Allegiance Flag Supply, LLC, and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of your trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to the Affiliate Platform, including, without limitation, content therein not attributable to us.
15. CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
16. RELATIONSHIP OF PARTIES
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on the Affiliate Platform or any of your other websites or otherwise that reasonably would contradict anything herein.
17. MODIFICATION OF TERMS AND CONDITIONS
We may modify any of the terms and conditions in this Agreement at any time in our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the commission structure, payment procedures, and the Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our website will indicate your agreement to the changes.
18. MISCELLANEOUS
(a) Neither party may assign its rights or obligations under this Agreement to any party; provided that we may assign or transfer all or a portion of our rights and interests herein to our parent or any of our affiliated companies or to a successor in interest to all or substantially all of our stock, assets or business.
(b) 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.
(c) All matters arising out of or related this Agreement, whether directly or indirectly, shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to choice of law and conflicts of law principles which direct the application of the laws of a different state. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Charleston County, South Carolina. An award of arbitration may be confirmed in a court of competent jurisdiction within Charleston County, South Carolina.
(d) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.
(e) Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, then the prevailing party in such legal action shall be entitled to recover all reasonable attorney fees, court costs, and costs of enforcing or collecting any judgment awarded at trial and all appellate levels.
(f) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
(g) The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
(h) This Agreement represents the entire agreement between the parties and shall supersede all prior agreements and communications of the parties, oral or written.
(i) This Agreement is an electronic contract that sets out the legally binding terms of your participation in the Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.