EdibleGiftsPlus.com Affiliate Agreement
Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the EdibleGiftsPlus.com Affiliate Program (the "Affiliate Program"). This agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and EdibleGiftsPlus.com. By submitting the Application, you hereby accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon EdibleGiftsPlus.com's acceptance of your Application, and your participation as, an affiliate in the EdibleGiftsPlus.com Affiliate Program. By submitting an enrollment Application to EdibleGiftsPlus.com, you certify that you have read and agree to be bound by the terms and conditions of this Agreement.
WHEREAS, EdibleGiftsPlus.com has established an Affiliate Program for the purpose of (i) allowing affiliates to advertise and promote EdibleGiftsPlus.com's products on their web sites, (ii) establishing links from affiliates' sites to EdibleGiftsPlus.com's website for the purpose of allowing users of affiliate sites to purchase products from EdibleGiftsPlus.com; and
WHEREAS, you desire to be accepted by EdibleGiftsPlus.com as an affiliate in the Affiliate Program, and to advertise and promote EdibleGiftsPlus.com's products on your web site and to allow users of your site to link to EdibleGiftsPlus.com's site for the purpose of purchasing EdibleGiftsPlus.com's products, among other things;
NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:
Incorporation of Preamble and Recitals.
The above preamble and recitals are incorporated by reference in, and made part of, this Agreement.
Enrollment in the Affiliate Program
To enroll in the Affiliate Program, you must submit a complete Affiliate Program Application, which will be emailed to affiliate. EdibleGiftsPlus.com will evaluate your application and will notify you via the e-mail address listed in your Application of its acceptance or rejection of you as an affiliate. EdibleGiftsPlus.com may reject your application for any reason or for no reason in its sole discretion. EdibleGiftsPlus.com will reject your application if it determines, in its sole discretion, that your site includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. If EdibleGiftsPlus.com rejects your application, you may reapply for participation in the Affiliate Program at any time.
You shall not purchase search engine keywords or domain names that use EdibleGiftsPlus.com's" trademark "EdibleGiftsPlus.com" and/or certain variations and mispellings thereof. You shall not purchase or register keywords, AdWords, search terms, domain names, or other identifying terms that include the word "EdibleGiftsPlus.com" or certain variations and mispellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from:
Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.
We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.
As an affiliate, EdibleGiftsPlus.com will make available to you, via the Shareasale.com site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Affiliate Program and will establish links from your site to EdibleGiftsPlus.com (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with EdibleGiftsPlus.com in establishing and maintaining Links. You may display in your site only those Images provided to you by EdibleGiftsPlus.com. EdibleGiftsPlus.com may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your site and replace it with a new Image provided by EdibleGiftsPlus.com. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and EdibleGiftsPlus.com, however, the banner link code cannot at any time be modified by the affiliate, doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of EdibleGiftsPlus.com will in no way alter the look, feel, or functionality of EdibleGiftsPlus.com. EdibleGiftsPlus.com may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.
EdibleGiftsPlus.com shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to EdibleGiftsPlus.com. EdibleGiftsPlus.com shall (i) process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to affiliates regarding sales statistics.
As an affiliate, provided you perform in accordance with this Agreement, you shall be entitled to participate in and promote on your site special promotions EdibleGiftsPlus.com may offer, and, in connection therewith, such promotions shall be available to users of your site.
EdibleGiftsPlus.com shall pay you 10% commission for the purchase made by users of your site who link to EdibleGiftsPlus.com. No commissions shall be paid for product that is returned for any reason or for which EdibleGiftsPlus.com is unable to collect the purchase price of the product. Commissions will be paid only on orders received during the term of this Agreement. Affiliates will be paid the respective commission amount depending on their order performance through the calendar year.
Shareasale.com handles all commission payments. Please visit Shareasale.com for more information regarding minimum payouts and timing of payments.
Reports of Sales
You will be given a password and shall have the ability to enter a password-protected site to receive your sales statistics.
Policies and Pricing
You shall not create, publish, distribute, or permit any written material that makes reference to EdibleGiftsPlus.com or the Affiliate Program without first submitting such material to EdibleGiftsPlus.com and receiving its written consent.
Licenses and Use of the EdibleGiftsPlus.com Logos and Trademarks
You, at your sole cost and expense, shall develop, operate, and maintain your site and all materials that appear on your site, which development, operation and maintenance shall include, without limitation, technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to EdibleGiftsPlus.com; assuring the accuracy and propriety of all materials and information posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal, and all other actions necessary to operate and maintain your site.
Term and Termination
The term of this Agreement will begin as of the date EdibleGiftsPlus.com notifies you that EdibleGiftsPlus.com has accepted you as an affiliate and will end when terminated by either party. Either you or EdibleGiftsPlus.com may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
EdibleGiftsPlus.com may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to EdibleGiftsPlus.com. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.
Relationship of Parties
You and EdibleGiftsPlus.com are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of EdibleGiftsPlus.com. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this Section.
EdibleGiftsPlus.com makes no express or implied warranties or representations with respect to the Affiliate Program, EdibleGiftsPlus.com, or any EdibleGiftsPlus.com products sold through the Affiliate Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. EdibleGiftsPlus.com makes no representation that the operation of EdibleGiftsPlus.com will be uninterrupted or error free, and EdibleGiftsPlus.com shall not be liable for the consequences of any interruptions or errors.
Representations and Warranties
You hereby represent and warrant that:
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning EdibleGiftsPlus.com or you, respectively, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Limitation of Liability
EdibleGiftsPlus.com SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY EdibleGiftsPlus.com HEREOF SHALL BE TO TERMINATE THIS AGREEMENT.
You shall indemnify and hold harmless EdibleGiftsPlus.com 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 EdibleGiftsPlus.com's use of the Affiliate Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to EdibleGiftsPlus.com.
EdibleGiftsPlus.com shall indemnify you against Losses that arise out of any claim that your use of the Images provided to you by EdibleGiftsPlus.com infringe any rights of a third party; provided that the Images have not been modified by anyone other than EdibleGiftsPlus.com.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT EdibleGiftsPlus.com MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTY, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in The State of New Jersey, and you irrevocably consent to the exclusive jurisdiction of such courts.
You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of EdibleGiftsPlus.com. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. This Agreement contains the complete understanding between the parties pertaining to the subject matter hereof. EdibleGiftsPlus.com's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such a provision or any other provision of this Agreement. Should any one or more provisions of this Agreement be determined illegal or unenforceable by any court of competent jurisdiction, all other provisions shall remain effective.
All notices required under this Agreement shall be sent via United States mail, postage prepaid, addressed to the parties at the following addresses:
If to EdibleGiftsPlus.com:
Attn: Legal Services
119 Borden Rd
Middletown, NJ 07748
If to Affiliate: The address as set forth in the Affiliate Program Application.
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