Chomper Labs LLC Affiliate Agreement
Please read this Affiliate Agreement carefully before you apply to our Affiliate Program (“Program”). By applying to be a Chomper Labs affiliate ("Affiliate"), you (a) agree to abide by these terms and conditions if you are accepted as an Affiliate, (b) acknowledge and agree that these terms and conditions constitute an agreement between us and you upon your acceptance as an Affiliate (the "Agreement"); (c) represent and warrant that you are lawfully able to enter into this Agreement; and (d) acknowledge and agree that you are and will remain in compliance (and will be responsible for assuring that your employees, agents and contractors comply) with the terms and conditions of this Agreement.
Definitions
As used in this Agreement, “Chomper Labs”, “Company” "we" and “us” means Chomper Labs LLC and our website.
“Affiliate” “you” and “your” means the applicant submitting to be an affiliate.
Purpose
The purpose of this Program is to permit you to advertise Products on your website and to earn advertising commissions for Qualifying Purchases.
Enrollment
After receiving your registration request, we will review your website and notify you of your acceptance or rejection as an Affiliate. In order to be eligible for the Program, you must also agree to the Terms of Use of ShareASale, our payment processor for the Program. We reserve the right to reject any application. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
Commissions
All commissions for Qualifying Purchases will be handled and paid through ShareASale.
Website Restrictions
Your participating website(s) may not:
Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
Violate or be used to violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to or may damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate commissions from another website.
Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to our website, user accounts, or the technology and equipment supporting our website.
Linking to Our Website
Upon acceptance into the Program, links will be made available to you through the Affiliate interface. When linking to our website, you agree:
You will only use linking code obtained from the Affiliate interface without manipulation.
All domains that use your Affiliate link must be listed in your Affiliate profile, which can be found on the My Settings page in your ShareASale account.
Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
You may not engage in cookie stuffing or include pop-ups or false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
Your website may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
Compliance with Laws
In connection with your participation in the Program, you agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you, including without limitation laws (federal, state or otherwise) that govern marketing e-mail, telephone calls and text messages. You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright, FTC disclosure and other laws. You must have express permission to use another party’s copyrighted or other proprietary material.
Licenses and Use of Logos and Trademarks
Company grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded trademarked terms (only in the form(s) that they appear on the Chomper Labs Program Share-a-Sale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting the Company’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Company may revoke your license at any time by giving you notice.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Company’s 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, Company or its affiliates or any of its or their products or services.
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, or otherwise.
Your use of any of our Trademarked Terms as part of the domain or sub-domain for your website is strictly prohibited e.g., chomperlabs.website.com or www.chomperlabs-coupons.com, etc.
Affiliate's Obligations
You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including (i) the development, operation and maintenance of your site; (ii) all materials that appear on your site and the accuracy and appropriateness of such materials; (iii) 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 (iv) ensuring that your site and your business practices do not violate this Agreement.
Promotional Methods and Publicity
You agree to present clear and accurate information about the Company's products and services and your site as part of the Program. You shall not create, publish, distribute, or print any written or visual material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws.
E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Chomper Labs.
As noted above, submit e-mail content to us for written approval in advance of distribution.
Pay Per Click Guidelines
When participating in Pay Per Click ("PPC") advertising, you must adhere to our PPC guidelines as follows:
You may not bid on any of our Trademarked Terms, including any variations or misspellings thereof, for search or content based campaigns on advertising networks, search services, or similar services, including but not limited to Google, MSN or Yahoo.
You may not use our Trademarked Terms in sequence with any other keyword.
You may not use our Trademarked Terms in your ad title, ad copy, display name or as the display URL.
You may not directly link to our website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on your website.
Promotion through Google Shopping / Product Listing Ads are not allowed unless express permission is provided. You are prohibited from running advertisements on social media platforms using our Trademarked Terms.
Policies and Pricing
Customers who buy The Company’s products through the Affiliate Program will be deemed to be customers of The Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should update pricing often or not include price information in your product descriptions.
Term
This Agreement shall apply and be effective as of the date your ShareASale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the Program, or maintain Links to our site on your site. 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 the Term.
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. Company may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Company has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Company 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 Company’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
Termination or Revision of the Affiliate Program
We reserve the right to terminate or revise the Program at any time, including by providing a change notice, a revised Agreement, or revised documentation of the Program via e-mail.
Relationship of Parties
As an Affiliate, you are serving as an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and Chomper Labs. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will reasonably contradict anything in this section.
Representations and Warranties
Each party represents to the other that 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 (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, 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.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Chomper Labs 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.
Limitation of Liability
YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE DOCUMENTATION, OUR WEBSITE, OR THE SERVICE OFFERINGS (AS DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
Indemnification
You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or service offerings or that constitutes your breach of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding.
Disclaimers
THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, CHOMPERLABS.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TRADEMARKED TERMS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THIS AGREEMENT, PROGRAM CONTENT, OPERATIONAL DOCUMENTATION, OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR MODIFICATION OF THE PROGRAM, THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Miscellaneous
CHOMPER LABS MAY UPDATE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY PUBLISHING A NEW VERSION ON OUR WEBSITE OR BY SENDING NOTICE OF ANY MODIFICATIONS TO YOU VIA EMAIL TO THE THEN EMAIL ADDRESS CURRENTLY ASSOCIATED WITH YOUR AFFILIATE ACCOUNT (AND SUCH CHANGE BY EMAIL WILL BE EFFECTIVE ON THE DATE SPECIFIED IN SUCH EMAIL AND WILL IN NO EVENT BE LESS THAN TWO DAYS AFTER THE DATE THE EMAIL IS SENT). BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF ANY CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT, AS AMENDED BY ANY SUCH CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION, AND YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND HEREBY REPRESENT AND WARRANT THAT YOU WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY NOTIFYING CHOMPER LABS.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT BY US SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH PROVISION OR ANY OTHER PROVISION, AND OUR FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND CHOMPER LABS WITH RESPECT TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS, DISCUSSIONS OR REPRESENTATIONS BETWEEN US.
