The Meatery

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR
YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE MEATERY INC. 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.

1. Overview

This Agreement contains the complete terms and conditions that
apply to you becoming an affiliate in the The Meatery Affiliate Program. The purpose of this Agreement is
to allow trackable links between your site or social media account and the The Meatery web site. Please note
that throughout this Agreement, "we," "us," and
"our" will mean The Meatery, and
"you," "your," and "yours" will mean the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and
submit the online application at the ShareASale
server. We may reject your application at our sole discretion. We may cancel
your application if we determine that your site is unsuitable for our Program,
including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist
others to infringe on any copyright, trademark or other intellectual property
rights or to violate the law

2.1.6. Includes "The Meatery"
or variations or misspellings thereof in its domain name

2.1.7. Is solely a coupon aggregator or deal
site

2.1.8. Is otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically or otherwise
objectionable to us in our sole discretion.

2.1.9. Contains software downloads that potentially enable
diversions of commission from other affiliates in our program.

2.1.10. You may not create or design your website or any other
website that you operate, explicitly or implied in a manner which resembles our
website nor design your website in a manner which leads customers to believe
you are The Meatery or any other affiliated business.

2.2. As a member of the The Meatery Affiliate Program, you will be able to review our
Program’s details and previously-published affiliate
newsletters, download HTML code (that provides for links to web pages within
the The Meatery web site)
and banner creatives, browse and get tracking code for our featured products
and deals, and receive reports. In order for us to
properly credit traffic you send you must use the tracking code provided within
ShareASale.

2.3. The Meatery reserves the right,
at any time, to review your placement and approve the use of Your Links and
require that you change the placement or use to comply with the guidelines
provided to you.

2.4. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. 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.

2.5. Use of banner creatives and The Meatery
imagery must come with proper disclosure to your audience that the relationship
between you and us is of a promotional nature.

3. The Meatery Rights and Obligations

3.1. We have the right to monitor your site at any time to
determine if you are following the terms and conditions of this Agreement and
to notify you of any changes to your site that we feel should be made or to
make sure that your links to our web site are appropriate and to notify you of
any changes that we feel should be made. If you do not make the changes to your
site that we feel are necessary, we reserve the right to terminate your
participation in the The Meatery
Affiliate Program.

3.2. The Meatery reserves the right to
terminate this Agreement and your participation in the The
Meatery Affiliate Program immediately and without
notice to you should you commit fraud in your use of the The
Meatery Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, The Meatery
shall not be liable to you for any Commissions for such fraudulent sales.

3.3. All product prices are at the sole discretion of The Meatery and may change at any time.

3.4. All agreements relating to sales to customers shall be
between The Meatery and the customer.

3.5. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless
terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or
without cause, by giving the other party written notice. Written notice can be
in the form of mail, email or fax. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.

5. Modification

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
payment procedures, and the The Meatery
Affiliate Program rules. If any modification is unacceptable to you, your sole
recourse is to end this Agreement. Your continued participation in the The Meatery Affiliate Program
following the posting of the change notice or new Agreement on our site will
indicate your acceptance of all changes therein.

6. Payment

The Meatery uses a third party to
handle all of the tracking and payment. The third
party is the ShareASale affiliate network. Kindly
review the network’s payment terms and conditions. The Meatery
will pay commissions on all qualifying affiliate sales. Sales include all
affiliate orders that have been sold, paid in full and shipped or completed
services to the visitor from your site, but does not include amounts collected
for sales taxes, duties, shipping and handling fees, or credit for returned
goods, services or similar charges.

7. Returns and Reversals

The Meatery takes pride in our low
reversal rate; however, we reserve the right to reverse orders due to order
cancellations, duplicate tracking, returns, disputed charges and Program
violations as outlined in these terms. Furthermore, if we request from you any
clarification or additional information on any order or clicks that we feel may
be in violation of our terms and conditions and you are either not forthcoming
or intentionally vague or not responsive within a reasonable time period, we
may reverse orders or suspend you from the program entirely.

8. Promotion Restrictions

8.1. Affiliates are prohibited in spamming, unsolicited
commercial email (UCE), unlawful mass emailing, and any unapproved emailing or
in any failing to comply with the CASL that came into effect in 2014 and/or any
other laws or regulations governing email advertising and marketing. Other
generally prohibited forms of advertising include postings to non-commercial
newsgroups and cross-posting to multiple newsgroups at once, spamming via
instant message, social media or other online forums or groups. In addition,
affiliates may not advertise in any way that effectively conceals or
misrepresents your identity, your domain name or your return email address. You
may use mailings to customers to promote The Meatery
so long as the recipient is already a customer or subscriber of your services
or web site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups or forums to promote The Meatery so long as the news group or forum specifically
welcomes commercial messages. You must always clearly represent yourself and
your web sites as independent from The Meatery 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 The Meatery Affiliate Program.
Any pending balances owed to you will not be paid if your account is terminated
due to such unacceptable advertising or solicitation.

8.2. Paid Search Marketing Restrictions:

Protected SEM Bidding Keywords: Publishers/affiliates may not
bid on The Meatery, The Meatery
coupon, themeatery.com, or any other The Meatery
trademark terms or any permutations, plurals or misspellings thereof.

Negative Matching: Publishers/affiliates are required to
negative match any trademarked terms or derivations thereof to avoid any
violation.

Display URL Restrictions: These are terms that publishers are
prohibited from using in the display URLs of search marketing campaigns: themeatery.com
or any derivation or typo of these URLs.

Official Site: You may not claim to be The Meatery
at any time and you are further prohibited from using the term "official
site" in your ad or otherwise presenting your web site as an official
site.

If The Meatery determines, in its sole
discretion, that you have purchased or attempted to make any purchase in
violation of the above restrictions, then The Meatery
may (without limiting any other remedies available to it) pursue any or all of the following actions:

• Withhold all
  Payouts or other compensation otherwise payable to you for the month in
  which you purchased the prohibited trademarked terms;



• Contact the
  search engine in which your ad was found to ask that these ads be removed
  immediately and permanently;



• Report the
  violation to the ShareASale network;



• Terminate these
  Special Terms as provided herein, and remove you
  from the Program permanently and immediately.

8.3. Coupon and Deal Restrictions:

Affiliates may only promote coupons and deals made available
through the affiliate program through the ShareASale
network interface. Any existing coupons or deals posted to your site prior to
this change should be removed. At no time may affiliates allow other The Meatery coupons, deals or promotions to be posted to their
websites, including but not limited to posts by the community. Affiliates may
not use misleading text on links, banners, buttons, and images or use “click to
reveal” language in a bid to generate a click to set an affiliate cookie nor
may you claim that anything besides currently authorized coupons or deals are
available to the consumer. The Meatery does not
accept sites that are solely coupon aggregator or deal sites into the The Meatery affiliate program. As
noted in Section 8.2, affiliates may not bid on “themeatery.com coupon” or any
permutations, plurals or misspellings thereof at any time.

8.4. Promotional Activity Non-Commission Based: From
time-to-time The Meatery may take advantage of
additional promotional opportunities offered by Affiliates. Such opportunities
are at-will and The Meatery will remain unencumbered
by any participation unless a contractual agreement is authorized in writing by
both parties. Affiliates may purchase The Meatery
products through their own affiliate links but are not allowed to resell or do
giveaways of products without prior consent.

8.5. Affiliates are prohibited from the use of software
downloads or technology which (a) 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; (b) 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/Bing, Yahoo and similar search
or directory engines); (c) set commission tracking cookies through loading of
Merchant site in IFrames, hidden links and automatic
pop ups that open the The Meatery
site; (d) targets text on web sites, other than those web sites 100% owned by
the application owner, for the purpose of contextual marketing; (e) removes,
replaces or blocks the visibility of Affiliate banners with any other banners,
other than those that are on web sites 100% owned by the owner of the
application. This includes any so-called “interstitials,” “ParasiteWare™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar
Installations and/or Add-ons,” “Shopping Wallets,” "browser helper objects
or BHOs" or “deceptive pop-ups and/or pop-unders”
or similar products.

8.6 Affiliates must comply fully with all additional applicable
laws (federal, state, or otherwise), regulations, guidelines, and other
requirements of any governmental authority that has jurisdiction over you,
including, without limitation, those concerning advertising and marketing, such
as, but not limited to, the United States Federal Trade Commission (FTC)
Endorsement Guides, which require that material connections between advertisers
and endorsers be disclosed.

8.6.1 Any and all of your websites (e.g.
website pages, blog posts, directories, review/rating sites, social media posts
and other websites), native phone or tablet applications, and any email,
collateral, or other posting methods where affiliate links for our affiliate
program are posted as an endorsement or assessment of The Meatery
or The Meatery's products or services must
prominently disclose the fact that you may receive compensation for referring
customers to The Meatery. This disclosure statement
is required to be clear and concise, stating that you are being compensated for
your review or endorsement. If you received a sample or trial product for free
from The Meatery for review, this also must be
clearly stated in your disclosure.

8.6.2 Affiliates are required to review the FTC "Guides
Concerning the Use of Endorsements and Testimonials in Advertising"
(http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf),
the FTC Endorsements website resource (https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/endorsements)
and the FTC "Dot Com Disclosures"
(https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf).
Please note that the FTC guides and resources are only intended to provide
guidance. They do not purport to provide legal advice and they do not guarantee
that you will be in compliance with FTC regulations if
you follow the suggestions presented. You are advised to seek and obtain your
own legal advice on how these rules apply to your website or other promotional
activities for which you receive compensation.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable,
revocable right to (i) access our site 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 a member in good standing
of the The Meatery Affiliate
Program. You agree that all uses of the Licensed Materials will be on behalf of
The Meatery and the good will associated therewith
will inure to the sole benefit of The Meatery.

9.2. Each party agrees not to use the other'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.

10. Disclaimer

The Meatery makes no express or
implied representations or warranties regarding The Meatery
service and web site or the products or services
provided therein, any implied warranties of The Meatery's
ability, fitness for a particular purpose, and non-infringement are expressly
disclaimed and excluded. In addition, we make no representation that the operation
of our site will be uninterrupted or error free, and we will not be liable for
the consequences of any interruptions or errors.

11. Representations and Warranties

You represent and warrant that:

11.1. 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;

11.2. 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;

11.3. You have sufficient right, title, and interest in and to
the rights granted to us in this Agreement.

12. 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 The Meatery's
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.

13. Indemnification

You hereby agree to indemnify and hold harmless The Meatery, and its subsidiaries and affiliates, and their
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 the affiliate 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 your site, including, without limitation,
content therein not attributable to us.

14. 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.

15. Miscellaneous

15.1. 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 you and The
Meatery You will have no authority to make or accept
any offers or representations on our behalf. You will not make any statement,
whether on Your Site or any other of Your Site or otherwise, that reasonably
would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under
this Agreement to any party, except to a party who obtains all or substantially
all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario, Canada. Both parties agree
and hereby submit to the exclusive personal jurisdiction and venue of the
courts of the Province of Ontario with respect to any and all
disputes arising from this agreement.

15.4. You may not amend or waive any provision of this Agreement
unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us
and you, and shall supersede all prior agreements and
communications of the parties, oral or written.

15.6. 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.

15.7. This Agreement may be updated from time to time by us. By
continuing to be part of the The Meatery
program you indicate the acceptance of any such update.

15.8. 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.