Green Supplies Now. Affiliate Marketing Program Agreement

Transcription

1 Green Supplies Now Affiliate Marketing Program Agreement This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the Green Supplies Now affiliate marketing program (the "Program"). Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with Green Supplies Now, ("Greensuppliesnow.com" or "we" or "us" or "our"). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program. 1. ENROLLMENT In order to apply for enrollment into this Program, you must first sign up as an affiliate of Shareasale.com, Inc., an Illinois corporation ("Shareasale.com") and you must agree to Shareasale.com's Affiliate Service Agreement (the "Shareasale.com Agreement"), the terms of which are hereby incorporated by reference. You may apply to participate in the Program by providing all the information required by Shareasale.com in connection with becoming a Shareasale.com affiliate and by accepting the terms of this Agreement. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated. 2. WEBSITE RESTRICTIONS Your participating website(s) ("Your Website") may not: Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights. Violate any law, rule or regulation. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.

2 Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. Mislead customers as to the products or services available on Your Website or on the Green Supplies Now website, located at (the "Green Supplies Now Site") 3. DOMAIN NAMES Use of any of our Trademarks as part of the domain or sub-domain (for example greensuppliesnow.website.com or for Your Website is strictly prohibited. 4. LINKING TO OUR WEBSITE Upon acceptance into the Program, links will be made available to you through the Shareasale.com affiliate website. Your acceptance in our Program means you agree to abide by the following. You will only use linking code obtained from the Shareasale.com affiliate website without manipulation. All domains that use your affiliate link must be listed in your affiliate profile on the Shareasale.com affiliate website. Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, ebay or any comparison shopping engines such as Shopzilla or Pricegabber. Your Website will not in any way copy, resemble, or mirror the look and feel of the Green Supplies Now site. You will also not use any means to create the impression that Your Website is the Green Supplies Now Site or any part of the Green Supplies Now Site including, without limitation, framing the Green Supplies Now Site in any manner. You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating). You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain. You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.

3 You may not create affiliate tracking links that also contain a tracking link for the Green Supplies Now Invite Friends or other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user. You may not use your affiliate links to claim commissions for your own purchases on Green Supplies Now. 5. TRADEMARKS Upon acceptance into the Program, Green Supplies Now grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Green Supplies Now during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between Green Supplies Now and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to Green Supplies Now's prior written approval. Except for the limited license provided in this Agreement, Green Supplies Now reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Green Supplies Now. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violates any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means "Green Supplies Now," "greensuppliesnow.com," the Green Supplies Now logos and such other names, logos, trade names, trademarks, service marks, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Green Supplies Now as Green Supplies Now may from time to time notify you to be Trademarks within the meaning of this Agreement. 6. PAY-PER-CLICK ("PPC") GUIDELINES If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows: You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network. You may not use our Trademarks in sequence with any other keyword (e.g. Green Supplies Now Coupons). You may not use our Trademarks in your ad title, ad copy, display name or as the display URL. You may not direct link to the Green Supplies Now Site from any PPC ad or use redirects that yield the

4 same result. Affiliates must be directed to an actual page on Your Website. You may not bid in any manner appearing higher than Green Supplies Now for any search term in position 1-5 in any auction style PPC advertising program. If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately. 7. COUPON GUIDELINES If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows: You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Green Supplies Now Site. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code. You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s). You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer s, paid search, or any other advertising campaign. You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal. 8. ADVERTISING & PUBLICITY Upon acceptance into the Program, Green Supplies Now grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. Green Supplies Now may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements: You may only use the Promotional Materials to promote the Green Supplies Now Site (and the products available thereon), and for linking to the Green Supplies Now Site. You shall use only such links to the Green Supplies Now Site as are provided to you by Green Supplies Now.

5 You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Green Supplies Now without consent from Green Supplies Now. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from Green Supplies Now for such alteration of modification. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following: Abide by the CAN-SPAM Act of 2003 (Public Law No ) with respect to the distribution of any written materials s must be sent on your behalf and must not imply that the is being sent on behalf of Green Supplies Now. s and any related written materials must first be submitted to Green Supplies Now for approval prior to being sent or Green Supplies Now must be sent a copy of the . You must not be located in the following states: Arkansas, Ilinois, Connecticut, Georgia, Iowa, Kansas, Maine, Minnesota, Missouri, New York, North Carolina, Pennsylvania, Vermont and Rhode Island. 9. INTELLECTUAL PROPERTY Green Supplies Now retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License. 10. RELATIONSHIP OF PARTIES This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Green Supplies Now and you. You shall provide services for Green Supplies Now as an independent contractor. You shall have no authority to bind Green Supplies Now to any agreement, nor shall you be considered to be an agent of Green Supplies Now in any respect.

6 11. AFFILIATE COMMISSIONS Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by Green Supplies Now to you) to the Green Supplies Now Site and successfully completes a purchase for which Green Supplies Now receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your Shareasale.com affiliate program located on the Shareasale.com affiliate website. Green Supplies Now reserves the right to modify the Commission rate from time to time, in its sole discretion. Gift Certificates on our site are ineligible for any commissions. 12. DISCLAIMER YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GREEN SUPPLIES NOW BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GREEN SUPPLIES NOW'S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. GREEN SUPPLIES NOW DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH GREEN SUPPLIES NOW WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. GREEN SUPPLIES NOW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF GREEN SUPPLIES NOW WHATSOEVER.

7 13. INDEMNIFICATION YOU SHALL INDEMNIFY AND HOLD HARMLESS GREEN SUPPLIES NOW FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS GREEN SUPPLIES NOW FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS. 14. CONFIDENTIALITY Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Green Supplies Now. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement. 15. TERMINATION Your participation in the Program shall begin upon your acceptance as an affiliate by Green Supplies Now and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Green Supplies Now, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Green Supplies Now reserves the right to terminate the Program at any time upon notice to you. 16. COMPLIANCE WITH LAWS In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions: The CAN-SPAM Act of 2003

8 Section 5 of the FTC Act The FTC's disclosure rules regarding endorsements To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure. 17. AFFILIATE STATE RESTRICTIONS Due to local state tax laws, we unfortunately are not accepting affiliates residing in Arkansas, Connecticut, Colorado, Georgia, Kansas, Maine, Minnesota, New York, North Carolina, Pennsylvania, Illinois, West Virginia, Vermont, and Rhode Island. If at any time following your enrollment in the Program you become a resident of the above mentioned states, you will become ineligible to participate in the Program and your participation in the Program will automatically terminate, on the date you establish residency in that State. In addition, you must promptly notify us in writing of your Affiliate state residency, which you may do via the Shareasale.com affiliate website. 18. MODIFICATION We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term. 19. GOVERNING LAW; JURISDICTION This Agreement is governed by the laws of the State of California, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Santa Clara County, California with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts. 20. GENERAL (a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. (b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the

9 prior written consent of Green Supplies Now, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns. (c) Nonwaiver. Any failure by Green Supplies Now to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect. (d) Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail. (e) Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program