SIBEDEE AFFILIATE PROGRAM
Agreement 1 March 2023
The following is Sibedee Incorporated’s Affiliate Agreement as of the date set forth above.
- This Affiliate Agreement contains the Terms and Conditions that apply to your participation as a member of Sibedee Incorporated’s Affiliate Program. In this Agreement, Sibedee Inc. may be referred to as “we”, “us”, or “Merchant” and you may be referred to as "you", "your" or "Affiliate".
- By joining this Affiliate Program and receiving and using links to the Merchant website, you are confirming that you have read this Agreement.
- By joining this Affiliate Program you agree to all terms in the Agreement for yourself and your company, and you represent that you have the authority to bind your company to the terms of this Agreement.
- The relationship created by this Agreement is solely a Merchant-Affiliate (B2B - business-to-business) relationship. This Agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
- Merchant is in no way responsible or liable for the success of the Affiliate’s business, store or website, nor the accuracy or legality of Affiliate’s website or any marketing material content. Further, the Affiliate has independently evaluated the desirability of participating in the Merchant’s Affiliate Program and is not relying on any representation, guarantee or statement other than set forth in this Agreement.
- You will be provided with a PDF version of the completed agreement for your records.
- If you do not agree with any of the terms or conditions set forth herein, please do not join this Affiliate Program.
This Agreement is made effective as of (Date).
This Agreement is between Sibedee Inc. and (Affiliate’s Name) and describes the Terms and Conditions pursuant to which Merchant (Sibedee) will provide merchandise to a Customer who was redirected to Sibedee.com (the Merchant’s website) from the Affiliate’s website.
In consideration of the mutual promises and upon the Terms and Conditions set forth below, the parties (Merchant/Affiliate) agree as follows:
I. Affiliate Responsibilities
- Affiliate must provide Merchant with the following 3 (three) documents:
- a copy of their current business license certificate (or state equivalent),
- a copy of their Federal EIN (Employer Identification Number), and
- a copy of their State Tax ID.
- Affiliate must have a functioning website.
- Affiliate should not make any claims or references with respect to any of Merchant’s products.
- If you do make any claims or references with respect to any of Merchant’s products you must include an asterisk (*) at the end of the claim, which must refer readers to the following statement included nearby:
*These statements have not been evaluated by the Food and Drug Administration.
This product is not intended to diagnose, treat, cure or prevent any disease.
II. Merchant Responsibilities
- Merchant will pay Affiliate a “Commission” (Revenue Share) for each sale generated by a Customer being redirected to and making a purchase from Merchant’s website through a Qualified Link on the Affiliate’s website.
- Merchant is responsible for the actual transaction between the Customer and Merchant.
- It is the sole responsibility of Merchant to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Merchant’s merchandise.
- Merchant does not sell to or ship merchandise to Customers outside of the continental United States.
- Merchant does not sell to or ship merchandise to Customers under the age of 21.
- Merchant does not sell to or ship merchandise containing any THC (Delta-7/8/9/10) to any person or business in the following states:
Alaska, Arizona, California, Colorado, Connecticut, Delaware, Idaho, Iowa, Michigan, Minnesota*,
Mississippi, Montana, New York, North Dakota, Oregon, Rhode Island, Utah, Vermont, and Washington.
* In Minnesota, products containing THC are limited to 5mg THC per serving / 50mg THC per package.
III. Commissions (Revenue Share)
In exchange for your display of any Merchant Promotional Materials with Qualified Links, and for your compliance with the Terms and Conditions of this Agreement, we will pay the Affiliate a “commission” on each product sold to a Customer that accesses Merchant’s website through a link on Affiliate’s website.
We currently offer the following commission rates:
40% Commission: This is the Program default commission rate.
50% Commission: This commission rate is available by request to high-volume affiliates. We define a ‘high-volume’ affiliate as an affiliate that can generate on average 150 transactions per month.
25% Lifetime Commission: This commission rate is available by request. Commissions will be payable on all transactions, including transactions that result from repeat purchases, enrollment in the Insider Program (recurring shipments), email campaigns, etc.
- Merchant shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on their member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
- Commissions are held for a period of 7 days from the end of the pay period to protect the Company in the event of any fraud that may occur. The payment period ends on the last day of the month.
- If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $50.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month.
- In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
- Commission payments will be made by ACH (bank transfer) between Merchant’’s Bank and Affiliate’s Bank.
- All payments will be made in U.S. Dollars only.
- Minimum payout of $50.00.
TERMS AND CONDITIONS
These Terms and Conditions (rules) apply to you if you want to be part of Sibedee Inc.'s Affiliate Program.
This is a serious and legal agreement that you must follow. If you agree to be part of the Affiliate Program and use links to Sibedee's website, it means that you have read and understood all the rules in this agreement, including these Terms and Conditions. You must agree to follow all the rules in this agreement, and if you're representing a company, you're agreeing on behalf of that company too.
If you don't want to follow any of the rules in this agreement, you should not join the Affiliate Program.
When you read these Terms and Conditions, certain words have specific meanings:
- "We," "us," or "our" means Sibedee Inc. and our websites.
- "You" or "your" means the person or company who is the Affiliate.
- "Affiliate" means you.
- "Merchant" means Sibedee Inc., its websites, and its affiliated companies.
- "Our websites" means the websites owned by Sibedee Inc.
- "Your website" means any website that you will link to our website.
- "Program" means Sibedee's Affiliate Program.
- "Rules" means the Terms and Conditions of this Agreement.
- "Qualified Link" means a link from the Affiliate's website to the Merchant's website using a link provided by the Merchant.
- "Revenue Share" means the percentage commission of the sale(s) that the Merchant pays to the Affiliate.
- "Net Sale Price" means the total amount received from the Customer minus taxes, shipping fees, restocking fees, payment charges, and any discounts.
- "Customer" means any person or party who purchases goods or services on Merchant's website after connecting to our site from the Affiliate's website.
- "Merchant Content" means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text, and other content and material which the Merchant may make available to the Affiliate in connection with the Affiliate Program from time to time.
To join Sibedee's Affiliate Program,
- You must be at least 18 years old.
- Your website should mainly focus on people living in the United States.
- While your website can cater to people outside the USA, please note that Sibedee only sells to and ships to locations within the continental United States.
To join Sibedee's Affiliate Program,
- You need to submit an application online.
- We'll let you know if your application has been accepted or not.
- We reserve the right to reject any application at our sole discretion.
- If we do reject your application, you can reapply at any time.
- b. You also agree to the following:
- You promise that all information you give us as part of your application and throughout your time in the program is honest, complete, and correct.
- You confirm that you have the legal authority to enter into this agreement and that you will fulfill all of your obligations under it.
- You acknowledge that this agreement is legally binding and that you will comply with all of its Terms and Conditions.
- You agree that your involvement in this program will not conflict with any other agreements, arrangements, or understandings you have with other parties, and that it will not result in a violation of any of those agreements, arrangements, or understandings.
4. Website Suitability
To become an affiliate of Sibedee, your website must follow certain rules.
- Your website can't have any content that is threatening, harassing, defamatory, obscene, or promotes illegal activities.
- Your website can't have any false or misleading information.
- Your website can't promote discrimination against people based on their gender, race, religion, nationality, disability, sexual orientation, or age.
- You can't use spam.
- You can’t pretend that your website is our website without permission.
We reserve the right to monitor your website to make sure you're following these rules. If we find that you're not, we can terminate our agreement with you without any warning.
5. Website Restrictions
To participate in Sibedee’s Affiliate Program, your website must meet these restrictions:
- Your website cannot redirect or pull traffic away from our Merchant website.
- You cannot modify our Merchant website in any way.
- You cannot infringe on our or any other person's intellectual property, publicity, privacy, or other rights.
- Your website must not violate any laws or regulations, including those of the FTC with respect to affiliate marketing disclosures.
- Your website cannot contain any harmful computer programming such as viruses, Trojan horses, or worms.
- You cannot use software that diverts Affiliate commissions from another website.
- You cannot gather information through the customer's Internet connection without their knowledge.
- You cannot install spyware or any "opt-out downloads" on another person's computer.
We reserve the right to monitor your website to ensure compliance with these requirements. If we find that your website violates any of these restrictions, we may terminate your participation in our Affiliate Program.
6. Qualified Links
Once you are accepted into our program, we will give you special links to put on your website. These links are called "Qualified Links".
- A "Qualified Link" is a special link that we provide for you to put on your website. These Qualified Links are specific links that we provide to you for tracking purposes.
- We will only track sales made through these links to determine your compensation.
- You must use the Qualified Links that we provide to you without any modification. If you modify them or do not install them properly, we will not be able to track the traffic from your website, and we will not be able to pay you for referrals.
- You are not granted any rights to use our trademarks, service marks, trade names, logos, banners, buttons, graphics, digital images, text, or other content or materials owned or controlled by us, except for the right to use the Merchant Content provided by us.
- You can do the following things with these links:
- Get tracking codes: You can use the Qualified Links to get tracking codes that help us keep track of who clicks on the links and buys our products through your website.
- Download HTML code: You can download HTML code that creates links to pages on our website. This HTML code is specific to the Qualified Links that we provide to you.
- Download banners: You can download banners that you can put on your website. These banners are specific to the Qualified Links that we provide to you.
- Download product images: You can download images of our products to use on your website. These images are specific to the Qualified Links that we provide to you.
- Ask for personalized tracking coupons: You can ask for personalized tracking coupons to offer your customers. These coupons are specific to the Qualified Links that we provide to you.
7. Linking to our Website
As a member of our program, you need to follow these rules:
- Use the links we give you and don't change them. We might check where you put the links and ask you to change them if necessary.
- List all the websites where you put our links in your profile.
- Don't copy our website or make your website look like ours, or use tricks to make it seem like your website is ours.
- Don't deceive people with pop-ups, fake links, or anything misleading on your website.
- Don't use cloaking to hide where the link came from. If we find out you're doing this, we won't pay you any money.
- Keep your website up-to-date. We may check your website to make sure it's okay.
- Make sure you have permission to use any pictures, text, or other things you put on your website.
- Don't violate any copyright or other laws.
- Don't use our trademarks or logos without permission.
- You can use our pictures and text only to promote our program. Don't change them in any way.
- You cannot claim the pictures, text, and trademarks on our website as your own since we are the rightful owners.
- By using the Merchant website, you agree to the following terms:
- Order acceptance: We have the sole and absolute discretion to accept or reject all orders placed by Customers for merchandise on the Merchant website.
- No authority to make offers or commitments: You cannot make or accept any offer or commitment on our behalf.
- Responsibility for all aspects: We are responsible for everything related to the sale, shipping, and delivery of merchandise on our website.
- Information ownership: All information obtained through the use of the Merchant website shall be our exclusive property.
- We reserve the right to change our policies and operating procedures at any time at our discretion. This includes:
- Price setting: We will set the prices for products sold under the Affiliate Program in accordance with our own pricing policies.
- Price and availability variation: Product prices and availability may vary, and we cannot guarantee that our website will always be error-free or uninterrupted.
By agreeing to these terms, you understand that we have complete control over the ordering process, and that customers who use the Merchant website are our customers. We may change our policies and procedures, and while we will do our best to give you accurate information, we cannot guarantee the availability or price of any product.
9. Right to Use Merchant Content
- The Merchant grants the Affiliate a limited, non-exclusive, non-transferable, revocable, non-sublicenseable, non-assignable right to access the Merchant website through Qualified Links and use and display the Merchant Content for the purpose of generating sales of the Merchant's products from the Affiliate's website.
- The right granted is solely as provided to the Affiliate, and any attempt to sublicense, assign or transfer this right is void.
- The Merchant may terminate the Affiliate's rights to use the Merchant Content for any reason at any time.
- Upon termination of the Agreement, the Affiliate must immediately cease using, displaying, or otherwise maintaining any interest in the Merchant Content.
10. Restrictions on Using Merchant Content
If you don't follow the rules in this section, we can decide to not pay you any money you would have earned during the time you didn't follow the rules.
Here are the rules:
- Obtaining and Using Merchant Content:
- You can only copy images or other content related to the Merchant from our website, not from anywhere else.
- You can't change, translate or make new things based on the Merchant Content.
- You can't remove or mess with any copyright or other things that show who owns the Merchant Content.
- You can't sell, give away or let anyone else use the Merchant Content.
- You can't use the Merchant Content in a way that is dishonest, confusing or makes it look bad.
- You can't use the Merchant Content in a way that makes us look bad.
- No Keyword Purchasing:
- You can only use our name or trademarks in paid search ads with our permission.
- You can't buy or bid for our name or trademarks or any variation or misspelling thereof in any third party search engine or portal.
- Search Engine and Advertising Restrictions:
- Your ads must send people to your website, not the Merchant website.
- You can't show the Merchant website URL in your ads.
- You can't use our trademarks to make it look like your site is an official Merchant site.
- Trademark and Look and Feel Restrictions:
- You can't use any of our names, trademarks or logos in your website's domain name, URL or similar things.
- You can't change the way the Merchant website looks, feels or works.
- You must take down any Merchant Content from your website if we ask you to.
- Your website can't look or feel like the Merchant website.
- You can't use any of our names, trademarks or logos to make money without our permission.
- You can't use Merchant Content to make people go to websites that aren't the Merchant website.
- You can't try to stop people from going to the Merchant website.
- Promotion Codes & Coupons:
- You can only use promotions, promotion codes, coupons, or other things that we say you can use.
- Communications with Consumers:
- You can't send messages using our name or logo or anything that makes people think we sent the message.
- You can't forward or use messages we send to our customers or members.
- You can't send spam or other unwanted messages.
- The Affiliate can use Merchant's names, logos, and designs (called "Tradenames" and "Marks") with written permission from the Merchant.
- The Affiliate can't use these Tradenames or Marks as part of its business name or in any way that the Merchant finds misleading or objectionable.
- The Affiliate agrees that the Merchant owns these Tradenames and Marks, and the Affiliate's right to use them comes only from the Affiliate Agreement. The Affiliate can only use them for business purposes that follow the Affiliate Agreement.
- This Agreement doesn't stop the Merchant from fully owning these Tradenames and Marks. The Merchant and its related companies can still use or give permission to use these Tradenames and Marks on other products besides the ones offered to the Affiliate.
12. Property Ownership Rights
- To use Merchant Content, you must agree to the following:
- Acknowledgment of ownership: We own all the rights to the Merchant Content.
- No challenge to ownership: You promise not to dispute our ownership or help anyone else do so now or in the future.
- No use of owned or controlled content: You agree that you will not register or attempt to register any trademark, service mark, logo, trade name, domain name, or similar business identifier that contains any name, trademark, service mark, logo, trade name, or other content or material owned or controlled by us or any derivation, including misspellings, thereof.
- Benefits and goodwill: Any goodwill and benefits accruing from the use of the Merchant Content will automatically vest in us.
- Cooperation: You agree to cooperate with us and to take any additional actions reasonably requested by us to effect, perfect, or confirm our rights, title, and interest in the Merchant Content.
- By agreeing to these terms, you promise to respect our ownership of the Merchant Content and not take any actions that may infringe upon our rights to it.
13. Commissions (Revenue Share Payments):
The following Terms and Conditions apply to Commission (Revenue Share) payments:
- We agree to pay you a commission during the term of this Agreement.
- The amount of the commission is a percentage of the Net Revenue, which is specified in the Affiliate Program materials we provide.
- For the purposes of this Agreement, "Net Revenue" means all the money we get from a transaction, excluding
- Any portion of payment made through the redemption of coupons or credits, or the purchase of gift certificates or gift cards, from merchandise sold in a transaction resulting directly from a Qualified Link tracked by us from your website to the our website, in accordance with this Agreement.
- "Net Revenue" also excludes all taxes, shipping and handling charges, gift wrapping and other value-added service charges, returns, and chargebacks.
- To receive a commission, a Customer must make a purchase on our website through a Qualified Link tracked by us from your website to our website.
- The purchase must occur during a specific time period ("Revenue Share Time") after the Customer has initially entered our website through your tracked Qualified Link.
- After the Revenue Share Time has expired, we will not pay any commissions.
- If a Customer enters our website anew through a Qualified Link from your website the Revenue Share Time will have been reset.
- Your tracked Qualified Link is the most recent referral to the our website prior to such purchase among all marketing channels tracked by us.
- a) If we are able to track a referral from another marketing channel (i.e., another affiliate, comparison shopping engine, paid search, banner advertisement, or any other trackable marketing channel) that is more recent than your Qualifying Link, then the resulting purchase will be deemed not to be directly resulting from your tracked Qualifying Link.
- b) All determinations of Qualified Links and whether a commission is payable will be made by us, and will be final and binding on you.
- We won't pay you any commission for any transaction until we receive full payment from a Customer for an order and actually ship the order.
- We will pay you the Commission on a monthly basis, subject to the Terms and Conditions of this Agreement:
- We will send payment for the earned commissions, less any taxes or other amounts that we may be required by law to withhold.
- No interest will be paid on any amount held by us.
- If a Commission payment is made and relates to merchandise that is later returned by the Customer, the applicable Commission will be deducted from the next applicable payment.
- a) If any portion of such Commission cannot be recovered through a deduction, we will invoice you for such amount, and you agree to pay this amount within 30 days after receipt of such invoice.
- Upon termination of this Agreement, we will send payment for the total amount of Commission then owed to you as of the termination date.
- The final Commission payment may be withheld by us for a reasonable period of time to ensure that the correct amount is paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.
- We reserve the right to change, modify, add, or remove portions of the Commission schedule at any time without notice, at our sole discretion.
14. Tracking Sales
- We'll track purchases made by customers who click on "Qualified Links" on your website that lead to our website.
- Reports summarizing sales activity will be available to you. The form, content, and frequency of the reports are limited to what's available through our Affiliate Program and may change over time.
- You agree to keep the information in our reports private and not share it with anyone unless we give you permission in writing.
- You must correctly set up the links between your website and ours to ensure that we can track sales accurately.
- We are not responsible for improperly formatted links, regardless of whether you've made amendments to the code.
- We can't track or give you credit for sales made by Customers who have disabled their cookies settings.
- You agree not to try to bypass, change, or interfere with any of the links, web beacons, cookies, or other technology that we provide.
15. Responsibility for Your Websites and Your Participation
- Your Responsibilities:
- You are responsible for creating, running, and maintaining all websites that are connected to the Merchant's website.
- You must follow all Terms and Conditions outlined in this Agreement, as well as any relevant laws and regulations.
- You agree not to suggest or imply that we endorse, support, or approve of your website or products/services.
- You agree not to mislead Customers about our relationship with you.
- You agree not to cause confusion for Customers regarding where data collection, purchase transactions, or other functions take place.
- You must inform us immediately if there are any issues with the Qualified Links or if you are having any problems participating in the Program.
- You must keep any information you receive about us confidential and only use it to perform your obligations under this Agreement.
- Our Liability:
- We are not responsible for any issues related to the development, operation, maintenance, or content of your website.
- You must defend, indemnify, and hold us harmless from any claims, damages, or expenses (including attorneys' fees) related to your website.
16. LIMITED WARRANTY
MERCHANT WARRANTS THE MERCHANDISE, AT THE TIME OF SHIPMENT, TO NOT BE ADULTERATED AND TO CONTAIN THE INGREDIENTS SPECIFIED AS LABELED. MERCHANT’S OBLIGATION TO REPLACE DEFECTIVE MERCHANDISE IN ACCORDANCE WITH THE TERMS SET HEREIN SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. MERCHANT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND. MERCHANT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITIES BEYOND THE CONDITIONS SET FORTH IN THIS WARRANTY. EXCLUDED FROM THIS WARRANTY ARE LOSS OR DAMAGE TO BUYER’S PROPERTY OR EQUIPMENT.
In summary, this statement explains that the Merchant guarantees that the product they sell is not adulterated and contains the specified ingredients. If there are any problems with the merchandise, the Merchant's only obligation is to replace it according to the terms stated in this warranty. The Merchant will not be held responsible for any other damages, including but not limited to indirect, consequential, or special damages. This warranty does not cover any damage to the buyer's property or equipment.
17. LIMITATIONS OF LIABILITY
MERCHANT SHALL NOT BE LIABLE FOR, NOR SHALL THIS WARRANTY INCLUDE OR APPLY TO, LOSS OR DAMAGE CAUSED BY OR RESULTING FROM (A) MODIFICATION OR ALTERATION OF THE MERCHANDISE FOLLOWING DELIVERY BY MERCHANT, (B) A FORCE MAJEURE CONDITION AS DEFINED IN SECTION 29, (C) THE ENFORCEMENT OF ANY LAW OR ORDINANCE REGULATING USE OF THE MERCHANDISE, EXCEPT FOR ANY LAW OR ORDINANCE IN EFFECT AS OF THE DATE OF DELIVERY, (D) ABUSE, MISUSE, NEGLIGENT HANDLING, IMPROPER OR INADEQUATE MAINTENANCE, TAMPERING, OR ACCIDENT, (E) LOSS OR DAMAGE DUE TO WEAR AND TEAR, (F) FAILURE OF CUSTOMER TO FOLLOW OPERATING OR HANDLING PROCEDURES OR TO PROVIDE A SUITABLE OPERATING OR STORAGE ENVIRONMENT.
FURTHERMORE, MERCHANT SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR DELAY LOSSES, LOSS OF USE OF THE PRODUCTS, COMMERCIAL LOSSES, INCONVENIENCE, OR LOSS OF ANTICIPATORY PROFITS RESULTING FROM THE USE OF THE PRODUCTS OR DELAY IN THEIR DELIVERY, EVEN IF MERCHANT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL MERCHANT’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO CUSTOMER ARISING OUT OF OR RELATED TO ANY PRODUCT(S) EXCEED THE PURCHASE PRICE FOR SUCH PRODUCT(S).
In summary, this statement explains that the Merchant is not responsible for any loss or damage caused by altering the merchandise after delivery, uncontrollable events, enforcement of new laws or regulations, misuse, inadequate maintenance, wear and tear, or failure to follow operating procedures. Additionally, the Merchant is not responsible for any consequential or incidental damages and will not be held liable beyond the purchase price of the product(s).
18. EXCLUSIONS FROM WARRANTY
THIS WRITTEN WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. THERE ARE NO OTHER WARRANTIES, AGREEMENTS, OR UNDERSTANDINGS WHICH EXTEND BEYOND THOSE SET FORTH IN THIS WARRANTY. NO OTHER WARRANTY, ORAL OR WRITTEN, IS AUTHORIZED OR HAS BEEN GIVEN BY MERCHANT TO CUSTOMER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MERCHANT MAKES NO REPRESENTATION THAT THE OPERATION OF THE MERCHANT WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
In summary, this statement declares that this written warranty is the only warranty available and replaces all other warranties, whether they are spoken or written, regarding the merchandise's quality or suitability for a particular purpose. The statement also notes that no additional warranties or understandings beyond those set forth in this warranty are authorized or exist. Finally, the Merchant does not guarantee that the merchant website will operate without interruption or error.
19. Term and Termination of Agreement
- This agreement can be ended at any time by either party simply by informing the other party in writing (email is acceptable). However, there are some conditions:
- If we think that you have broken the agreement or your website is not suitable for the Affiliate Program, we can end the agreement immediately without giving any notice.
- Even after the agreement ends, the Confidential Information provisions will still apply.
- This agreement will end automatically if we no longer maintain, or you are no longer a member of, the Affiliate Program.
- After the agreement ends, you must stop using and remove all links to our website. Furthermore, you must remove all Merchant Content from your website.
- You can only earn money for sales that occurred while the agreement was still in effect, and we'll pay commissions for those sales only if they weren't canceled or returned by the Customer.
20. Relationship of the Parties
- The Affiliate and Merchant are not partners, joint venturers, agents, or employees of one another.
- The Affiliate and its representatives are not authorized to make any promises or obligations on behalf of the Merchant.
- The Affiliate and its representatives shall not misrepresent their status or authority.
- The Merchant is responsible for paying taxes on the business conducted or sales made by the Merchant.
- The Merchant will not withhold any taxes from the Commission paid to the Affiliate.
- The Affiliate is responsible for their own taxes.
- The Merchant is not responsible for any taxes owed by the Affiliate resulting from their relationship with the Merchant.
- The Affiliate acknowledges that they have no right to act on behalf of the Merchant or use the Tradenames or Marks for any purpose except as specifically provided.
21. Confidential Information
The provisions of this Section shall survive the expiration or termination of the Affiliate Agreement for any reason whatsoever.
- The Affiliate must keep all price information, operational methods, customer data, and other information provided by the Merchant in connection with the Affiliate Agreement confidential and take necessary steps to protect its secrecy.
- The Affiliate understands that the Merchant would be severely damaged if the Affiliate breaks or threatens to break this confidentiality rule. As a result, the Merchant shall be entitled to an injunction prohibiting Affiliate from such violation or threatened violation.
- When two parties make an agreement, if one party does not exercise their right or power immediately, they can still use it later without losing it.
- If one party does not fulfill their obligation or breaks the agreement, the other party can choose to waive or overlook that specific breach, but it doesn't mean they are giving up their right to take action if it happens again or if another obligation is not met.
- When two parties make a deal, one party might have some rights or powers that they can use if needed.
- If one party does not do what they promised or breaks the agreement, the other party might choose to ignore that particular problem, but it doesn't mean they are giving up their right to take action if it happens again or if there are other things that need to be done.
- As an Affiliate, you agree to defend and protect the Merchant and its related companies, as well as their directors, officers, employees, agents, successors, and assigns against any legal claims, lawsuits, penalties, losses, costs, expenses, and other damages, including reasonable attorney's fees, that may come up from:
- Breaking or being accused of breaking any agreements, promises, warranties, or obligations you have made under this Agreement.
- Your website or business connected to it, including any content, technology, or materials shown on it, which may include claims of infringement or taking something that doesn't belong to you.
- Not following any laws, rules, or regulations that apply to you.
- Any claims for sending unsolicited emails, spamming, or violating the CAN-SPAM Act of 2003.
- Making unauthorized changes to the services or materials provided by the Merchant.
- Any actions or inactions that are wrongful or negligent, whether real or alleged.
- If you are responsible for a third-party claim against the Merchant, you must defend the Merchant at Merchant’s request. Both parties must work together to handle any legal actions in a fair and honest way.
- You can't give away or transfer this Agreement to anyone else without our prior written consent, and any such attempted assignment shall be void.
- This Agreement will still be valid and enforceable for both you and us, as well as for anyone who takes over your responsibilities or rights in the future, as long as they follow the rules.
25. Applicable Law
The laws of the State of Minnesota will apply to the Affiliate Agreement, even if the Affiliate lives in a different state.
26. Waiver of Jury
Trial Both parties agree to give up their right to have a trial by jury if there is any legal action related to the Affiliate Agreement.
Unless the Affiliate Agreement says otherwise, both parties can use all remedies available to them if there is a dispute. This means that they can use multiple ways to resolve the disagreement, such as mediation, arbitration, or going to court.
28. Dispute Resolution
- This agreement shall be governed by Minnesota State Law. b. If there is a disagreement between the parties, they will try to work it out informally and in good faith.
- Mediation: If the parties cannot reach a resolution within 30 days of the first meeting, they will mediate the dispute in a place and with a mediator that they both agree upon.
- The costs for mediation will be shared equally between the parties.
- Arbitration: If mediation fails, the dispute will be settled by binding arbitration before a single arbitrator, according to the rules of the American Arbitration Association.
- The arbitrator's decision will be entered in a court in Minnesota.
- The party that wins the arbitration case will be awarded all of its reasonable costs and expenses, including attorneys' fees.
- Except as may be required by law, neither party nor the arbitrator may share information about the arbitration without the written consent of both parties.
29. Force Majeure
- Neither the Merchant nor the Affiliate will be held responsible if they cannot fulfill their obligations under the Affiliate Agreement because of events beyond their control, including, but not limited to, labor strikes or lockouts, riots, wars, power failures, boycott, embargo, governmental controls or regulations, government action or inaction, processing problems, shortages of raw materials, fires, weather or acts of nature.
- Both Merchant and Affiliate shall use commercially reasonable efforts to remedy any resulting disruption in its operations as quickly as possible.
If this Affiliate Agreement ever needs to be interpreted by a court or arbitrator, the Agreement cannot be interpreted as being biased against one party simply because that party helped write the agreement. The headings in the Agreement are for convenience of reference only and don't limit or affect the subject matter that the Agreement covers. The singular and plural forms of words have the same meaning, depending on the context.
The Affiliate Agreement may be executed in one or more counterparts for the convenience of the parties, using any method including email and fax. Each counterpart will be valid, and all parts together will be considered as one complete agreement.
32. Facsimile Signatures
A facsimile signature shall have the same force and effect as an original signature.
If one or more parts of the Affiliate Agreement are found to be not legal, enforceable or valid, the rest of the agreement will still be enforced as if those parts were never in the agreement. However, to the extent allowed by law, the parts that are not valid will still have some effect.
- We can change this Agreement anytime by posting the changes on our website or telling you by email.
- The changes won't take effect until at least 30 days after we post it or tell you.
- The things both parties agreed to before the changes were made won't be affected.
- If you keep using the Merchant Content and participating in the Affiliate Program after we make changes, it means you accept the changes.
- If you don't like any changes we make, you can end this agreement.
Any notices required or permitted by the Affiliate Agreement, or given in connection with the Affiliate Agreement, shall be in writing and shall be sent as follows:
Notice shall be delivered personally, sent by nationally recognized expedited delivery service or mailed by certified or registered mail, return receipt requested, in each instance addressed to the address following the execution by the parties.
This Agreement does not obligate either party to conduct business exclusively with the other party.
37. Entire Agreement
The Affiliate Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties and includes all promises and representations, whether expressed or implied, made by Merchant, Affiliate or any other individuals or entities on behalf of either party.
- No stipulation, agreement or understanding of the parties shall be valid or enforceable unless referenced or contained in the Affiliate Agreement, or in a written amendment to the Affiliate Agreement signed by authorized representatives of both parties.
- The Affiliate Agreement supersedes and replaces any prior agreements, written or oral, and any previous custom or course of dealing, performance or conduct of or between the parties regarding the subject matter contained herein.
- Without limiting the generality of the foregoing, no additional or different terms set forth in Affiliate’s acknowledgments or other forms or correspondence, regardless of whether signed by a representative of Merchant, shall amend, modify or supersede any provision of the Affiliate Agreement.