2 Old Men LLC
Program Terms
2 OLD MEN LLC AFFILIATE PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that apply to Your participation as an Affiliate in the Company’s Affiliate Program and the establishment of Links from Your affiliate website to the Company’s Websites. All capitalized terms are defined below.
This is a legal Agreement between You and the Company. By submitting the Affiliate Program Application, You agree 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.
Please read the entire Agreement. You may print this Agreement for Your records.
1. DEFINITIONS
a. Affiliate: The publisher submitting an Affiliate Program Application and upon
approval by the Company, advertising links and promotions of the Company.
b. Affiliate Program Application: The online application on the ShareASale.com server
c. Company: 2 Old Men, LLC, an Arizona limited liability company. The Company is
referred throughout this Agreement as “We”, “Us”, and “Our”.
d. Company’s Brands:
i. Old Guy Talks
ii. Old Guy Talks To Me
iii. The Standard Academy
iv. The Standard Academy Accountability Program
v. My Bunny Life.
e. Company’s Websites:
i. OldGuyTalks.com
ii. OldGuyTalksToMe.com
iii. TheStandard.Academy
iv. MyBunny.Life
f. Customer: The user sent to The Company’s Website via Your Affiliate Link.
g. Link or Links: HTML code that provides for links and banners to Web pages within
the Company’s Websites.
2. Enrollment in the Program
To begin the enrollment process, complete and submit the Affiliate Program Application. The
fact that We auto-approve applications does not imply that We may not re-evaluate Your Affiliate Program Application at a later time. We may reject Your application at Our sole discretion. We may cancel Your application if We determine that Your site is unsuitable for the Affiliate Program. If We reject Your Affiliate Program Application, You are Welcome to reapply to the Affiliate Program at any time.
You will create a password so that You may enter ShareASale’s secure affiliate account interface. From the ShareASale website You will be able to receive Your reports that will describe Our calculation of the commissions due to You.
3. Prohibited Sites/Verbiage
The following is a list of sites that are prohibited. This list is not all-inclusive.
o Sites which promote sexually explicit material or violence
o Sites which promote discrimination based on race, sex, religion, national origin,
or physical disability
o Sites which promote illegal activities
o Sites or verbiage making medical claims regarding Our products/services (i.e.,
the curing or recession of an ailment)
o Sites which incorporate any materials which infringe or assist others to infringe
on any copyright, trademark, or other intellectual property rights or to violate
the law
o Sites which include any of the Company’s Brands or any variations or
misspellings of the Company’s Brands in the domain name
o Sites which are otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically, or otherwise
objectionable to Us in our sole discretion
o Sites which contain software downloads that potentially enable diversions of
commission from other Affiliates in Our Affiliate Program
You may not create or design any Website that You operate, explicitly or implied. in a manner which resembles the Company’s Websites nor design Your Websites in a manner which leads customers to believe You are the Company or the Company’s Websites.
4. Spam
Affiliate agrees to not utilize SPAM in promoting The Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss the Company incurs. Any service interruptions to the Company’s Website because of Affiliate’s spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.
For the purpose of this Agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about The Company, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:
o Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on
Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list
company! Using anything but the most reputable sources could generate spam
complaints against Affiliate resulting in suspension or termination.
o You may include information on the Company in email Acknowledgement Messages
for orders and inquiries that You receive so long as it is stated upfront that You will
be sending them an acknowledgement. The Company also considers ANY type of
advertisement about The Company posted to a Newsgroup or Chat Room to be
spam.
5. Promotion of Our Affiliate Relationship
As a member of the Company’s Affiliate Program, You will have access to Affiliate Account Manager. Here You will be able to review Our Affiliate Program’s details and previously published affiliate newsletters, download Links, browse, and get tracking codes for our coupons and deals. For Us to accurately keep track of all guest visits from Your Website to Ours, You must Use the HTML code that We provide You for each Link.
6. Link Agreements
We reserve the right, at any time, to review Your Link placement and approve the Use of Your Links and may require that You change the Link placement or Use to comply with the guidelines provided to You.
Maintaining and updating Your Website will be Your responsibility.
We have the right to monitor Your Website at any time to determine if You are following the terms and conditions of this Agreement. We may 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 further 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 Company’s Affiliate Program.
You take full responsibility to follow all applicable intellectual property and other laws that pertain to Your website. 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.
7. Term and Termination
This Agreement will begin upon Our acceptance of Your Affiliate Application and will continue unless terminated.
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 or email.
We have the right to terminate this Agreement and Your participation in the Company’s Affiliate Program immediately and without notice to You should You commit fraud in Your Use of the Company’s Affiliate Program or should You abuse the Company’s Affiliate Program in any way. If such fraud or abuse is detected, We shall not be liable to You for any commissions for such fraudulent sales.
In addition, this Agreement will terminate immediately upon any breach of this Agreement by You.
8. Modification
We may modify any of the terms and conditions in this Agreement at any time at 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 Company’s Affiliate Program rules. If any modification is unacceptable to You, Your only option is to end this Agreement. Your continued participation in the Company’s Affiliate Program following the posting of the change notice or new Agreement on our Website will indicate Your agreement to the changes.
9. Payment
The Company uses a third party to handle all the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
10. Promotion Restrictions
You are free to promote Your own Web sites, but naturally any promotion that mentions the Company, the Company’s Websites, or the Company’s Brands could be perceived by the public or the press as a joint effort.
• Certain forms of advertising are always prohibited by Us. In addition to Spam
prohibitions set forth above, other generally prohibited forms of advertising include the
use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and
cross-posting to multiple newsgroups at once.
• You 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 Us so long as the recipient is already a
customer or subscriber of Your services or Website, and recipients have the option to
remove themselves from future mailings.
• You may post to newsgroups to promote Us so long as the news group specifically
welcomes commercial messages.
• At all times, You must clearly represent Yourself and Your websites as independent from
Us. If it comes to our attention that You are spamming, We will consider that cause for
11. Pay-Per-Click Bidding Rules
You are prohibited to bid on the following:
o The Company’s Website domain names
o The Company’s trademarks
o The Company Brands
o Derivatives of the Company’s Brands or trademarks
o Broad-match based on the Company’s Brands or trademarks
Paid Search Affiliates are also not allowed to use The Company’s Brands in:
o Display URL
o Title & Ad Copy
You may bid on the branded/trademarked terms of the Company’s competitors, as well as link directly to the Company’s Websites from a Paid Search Ad.
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 one of the Company’s Websites (i.e., no page from any of the Company’s Websites content or branding is visible on the end-user’s screen).
As used in this Agreement, a “Parasiteware™” and “Parasitic Marketing” shall mean an application that
(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, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
(c) set commission tracking cookies through loading of the Company’s Websites in IFrames, hidden links and automatic pop ups that open the Company’s Websites;
(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.
12. 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 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.
Customers sent to The Company must be the end user of the product/service. If Affiliate is placing order on behalf of the customer, approval of this promotional method must be explicitly provided by The Company.
13. Grant of Licenses
We grant to You a non-exclusive, non-transferable, revocable right to
(i) access our Website through Links solely in accordance with the terms of
this Agreement and
(ii) (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 Company’s Affiliate Program. You agree that all Uses of the Licensed Materials will be on behalf of the Company and the good will associated therewith will inure to the sole benefit of the Company.
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.
14. Disclaimer
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SHAREASALE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE COMPANY’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 WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. Representations and Warranties
You represent and warrant that:
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.
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.
You have sufficient right, title, and interest in and to the rights granted to Us in this Agreement.
16. 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 COMPANY'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.
17. Indemnification
You hereby agree to indemnify and hold harmless the Company, 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 Website, including, without limitation, content therein not attributable to Us.
18. 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.
19. Miscellaneous
• 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 Company. You will have no authority to
make or accept any offers or representations on our behalf. You will not make any s
statement, whether on Your Website or any other of Your Website or otherwise, that
reasonably would contradict anything in this Section.
• 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.
• This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Delaware without regard to the conflicts of laws and principles thereof.
• You may not amend or waive any provision of this Agreement unless in writing and
signed by both parties.
• This Agreement represents the entire agreement between Us and You and shall
supersede all prior agreements and communications of the parties, oral or written.
• 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.
• 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 t
the parties is effectuated, and the remainder of this agreement shall have full force and
effect.
This Agreement contains the complete terms and conditions that apply to Your participation as an Affiliate in the Company’s Affiliate Program and the establishment of Links from Your affiliate website to the Company’s Websites. All capitalized terms are defined below.
This is a legal Agreement between You and the Company. By submitting the Affiliate Program Application, You agree 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.
Please read the entire Agreement. You may print this Agreement for Your records.
1. DEFINITIONS
a. Affiliate: The publisher submitting an Affiliate Program Application and upon
approval by the Company, advertising links and promotions of the Company.
b. Affiliate Program Application: The online application on the ShareASale.com server
c. Company: 2 Old Men, LLC, an Arizona limited liability company. The Company is
referred throughout this Agreement as “We”, “Us”, and “Our”.
d. Company’s Brands:
i. Old Guy Talks
ii. Old Guy Talks To Me
iii. The Standard Academy
iv. The Standard Academy Accountability Program
v. My Bunny Life.
e. Company’s Websites:
i. OldGuyTalks.com
ii. OldGuyTalksToMe.com
iii. TheStandard.Academy
iv. MyBunny.Life
f. Customer: The user sent to The Company’s Website via Your Affiliate Link.
g. Link or Links: HTML code that provides for links and banners to Web pages within
the Company’s Websites.
2. Enrollment in the Program
To begin the enrollment process, complete and submit the Affiliate Program Application. The
fact that We auto-approve applications does not imply that We may not re-evaluate Your Affiliate Program Application at a later time. We may reject Your application at Our sole discretion. We may cancel Your application if We determine that Your site is unsuitable for the Affiliate Program. If We reject Your Affiliate Program Application, You are Welcome to reapply to the Affiliate Program at any time.
You will create a password so that You may enter ShareASale’s secure affiliate account interface. From the ShareASale website You will be able to receive Your reports that will describe Our calculation of the commissions due to You.
3. Prohibited Sites/Verbiage
The following is a list of sites that are prohibited. This list is not all-inclusive.
o Sites which promote sexually explicit material or violence
o Sites which promote discrimination based on race, sex, religion, national origin,
or physical disability
o Sites which promote illegal activities
o Sites or verbiage making medical claims regarding Our products/services (i.e.,
the curing or recession of an ailment)
o Sites which incorporate any materials which infringe or assist others to infringe
on any copyright, trademark, or other intellectual property rights or to violate
the law
o Sites which include any of the Company’s Brands or any variations or
misspellings of the Company’s Brands in the domain name
o Sites which are otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically, or otherwise
objectionable to Us in our sole discretion
o Sites which contain software downloads that potentially enable diversions of
commission from other Affiliates in Our Affiliate Program
You may not create or design any Website that You operate, explicitly or implied. in a manner which resembles the Company’s Websites nor design Your Websites in a manner which leads customers to believe You are the Company or the Company’s Websites.
4. Spam
Affiliate agrees to not utilize SPAM in promoting The Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss the Company incurs. Any service interruptions to the Company’s Website because of Affiliate’s spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.
For the purpose of this Agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about The Company, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:
o Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on
Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list
company! Using anything but the most reputable sources could generate spam
complaints against Affiliate resulting in suspension or termination.
o You may include information on the Company in email Acknowledgement Messages
for orders and inquiries that You receive so long as it is stated upfront that You will
be sending them an acknowledgement. The Company also considers ANY type of
advertisement about The Company posted to a Newsgroup or Chat Room to be
spam.
5. Promotion of Our Affiliate Relationship
As a member of the Company’s Affiliate Program, You will have access to Affiliate Account Manager. Here You will be able to review Our Affiliate Program’s details and previously published affiliate newsletters, download Links, browse, and get tracking codes for our coupons and deals. For Us to accurately keep track of all guest visits from Your Website to Ours, You must Use the HTML code that We provide You for each Link.
6. Link Agreements
We reserve the right, at any time, to review Your Link placement and approve the Use of Your Links and may require that You change the Link placement or Use to comply with the guidelines provided to You.
Maintaining and updating Your Website will be Your responsibility.
We have the right to monitor Your Website at any time to determine if You are following the terms and conditions of this Agreement. We may 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 further 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 Company’s Affiliate Program.
You take full responsibility to follow all applicable intellectual property and other laws that pertain to Your website. 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.
7. Term and Termination
This Agreement will begin upon Our acceptance of Your Affiliate Application and will continue unless terminated.
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 or email.
We have the right to terminate this Agreement and Your participation in the Company’s Affiliate Program immediately and without notice to You should You commit fraud in Your Use of the Company’s Affiliate Program or should You abuse the Company’s Affiliate Program in any way. If such fraud or abuse is detected, We shall not be liable to You for any commissions for such fraudulent sales.
In addition, this Agreement will terminate immediately upon any breach of this Agreement by You.
8. Modification
We may modify any of the terms and conditions in this Agreement at any time at 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 Company’s Affiliate Program rules. If any modification is unacceptable to You, Your only option is to end this Agreement. Your continued participation in the Company’s Affiliate Program following the posting of the change notice or new Agreement on our Website will indicate Your agreement to the changes.
9. Payment
The Company uses a third party to handle all the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
10. Promotion Restrictions
You are free to promote Your own Web sites, but naturally any promotion that mentions the Company, the Company’s Websites, or the Company’s Brands could be perceived by the public or the press as a joint effort.
• Certain forms of advertising are always prohibited by Us. In addition to Spam
prohibitions set forth above, other generally prohibited forms of advertising include the
use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and
cross-posting to multiple newsgroups at once.
• You 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 Us so long as the recipient is already a
customer or subscriber of Your services or Website, and recipients have the option to
remove themselves from future mailings.
• You may post to newsgroups to promote Us so long as the news group specifically
welcomes commercial messages.
• At all times, You must clearly represent Yourself and Your websites as independent from
Us. If it comes to our attention that You are spamming, We will consider that cause for
11. Pay-Per-Click Bidding Rules
You are prohibited to bid on the following:
o The Company’s Website domain names
o The Company’s trademarks
o The Company Brands
o Derivatives of the Company’s Brands or trademarks
o Broad-match based on the Company’s Brands or trademarks
Paid Search Affiliates are also not allowed to use The Company’s Brands in:
o Display URL
o Title & Ad Copy
You may bid on the branded/trademarked terms of the Company’s competitors, as well as link directly to the Company’s Websites from a Paid Search Ad.
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 one of the Company’s Websites (i.e., no page from any of the Company’s Websites content or branding is visible on the end-user’s screen).
As used in this Agreement, a “Parasiteware™” and “Parasitic Marketing” shall mean an application that
(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, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
(c) set commission tracking cookies through loading of the Company’s Websites in IFrames, hidden links and automatic pop ups that open the Company’s Websites;
(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.
12. 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 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.
Customers sent to The Company must be the end user of the product/service. If Affiliate is placing order on behalf of the customer, approval of this promotional method must be explicitly provided by The Company.
13. Grant of Licenses
We grant to You a non-exclusive, non-transferable, revocable right to
(i) access our Website through Links solely in accordance with the terms of
this Agreement and
(ii) (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 Company’s Affiliate Program. You agree that all Uses of the Licensed Materials will be on behalf of the Company and the good will associated therewith will inure to the sole benefit of the Company.
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.
14. Disclaimer
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SHAREASALE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE COMPANY’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 WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. Representations and Warranties
You represent and warrant that:
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.
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.
You have sufficient right, title, and interest in and to the rights granted to Us in this Agreement.
16. 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 COMPANY'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.
17. Indemnification
You hereby agree to indemnify and hold harmless the Company, 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 Website, including, without limitation, content therein not attributable to Us.
18. 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.
19. Miscellaneous
• 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 Company. You will have no authority to
make or accept any offers or representations on our behalf. You will not make any s
statement, whether on Your Website or any other of Your Website or otherwise, that
reasonably would contradict anything in this Section.
• 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.
• This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Delaware without regard to the conflicts of laws and principles thereof.
• You may not amend or waive any provision of this Agreement unless in writing and
signed by both parties.
• This Agreement represents the entire agreement between Us and You and shall
supersede all prior agreements and communications of the parties, oral or written.
• 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.
• 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 t
the parties is effectuated, and the remainder of this agreement shall have full force and
effect.