PrepperNet, LLC.
AFFILIATE TERMS AND CONDITIONS AGREEMENT
This Affiliate Terms and Conditions Agreement (the “Agreement”) is a legally binding agreement between you (“Affiliate” or “You”) and PrepperNet, LLC. (“Preppernet.com” or “We”) and is effective on the date You accept the terms and conditions of this Agreement as set forth herein. (the “Effective Date”). BY CLICKING ON THE “ACCEPT” BUTTON AND/OR PARTICIPATING IN THE PREPPERNET.COM AFFILIATE PROGRAM (THE “AFFILIATE PROGRAM”) YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE “ACCEPT” BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility. To be eligible to be a PrepperNet.com Affiliate, You must operate a website that has been approved by PrepperNet.com, and Your website must not and, during the term of this Agreement, shall not, as determined by PrepperNet.com in its sole discretion: (a) infringe on PrepperNet.com’s or any other third party’s intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, abusive, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website. An applicant who submits an Affiliate Program application to PrepperNet.com must, at the time of the submission, provide a valid URL. Applications without a valid URL will not be considered.
2. True and Complete Information. Affiliate represents and warrants that all information that it provided in connection with becoming an Affiliate of PrepperNet.com is true and complete. If PrepperNet.com determines or has reason to believe, that any information provided by Affiliate is not true and/or complete, Affiliate shall indemnify PrepperNet.com in accordance with Section 13 below and PrepperNet.com may immediately terminate Affiliate’s participation with respect to the PrepperNet.com website if such breach also constitutes a breach of Section 1 above.
3. Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any PrepperNet.com Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the PrepperNet.com Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the PrepperNet.com Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the PrepperNet.com Content; (v) buy or bid on any of the PrepperNet.com trademarks, or variations of the trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the PrepperNet.com Content or the PrepperNet.com trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by PrepperNet.com. Any Link that contains in the title, PrepperNet, PrepperNet.com. Affiliate agrees to use the PrepperNet.com Content exactly in the form provided to Affiliate pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the PrepperNet.com Content. For purposes of this Agreement “PrepperNet.com Content” means any and all trademarks, service marks, logos and other content which PrepperNet.com makes available to Affiliate in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by PrepperNet.com. Such PrepperNet.com Content may be owned by PrepperNet.com or licensed to PrepperNet.com by a third party.
4. Links to PrepperNet.com Website. Affiliates must not bid against PrepperNet.com on any Pay Per Click or Pay Per View Search Engine or Landing Page, including, but not limited to, Google Adwords, Yahoo or MSN. This policy includes all search words and phrases that PrepperNet.com currently bids on or may bid on in the future. This includes trademarked and general descriptive terms such as, but not limited to, prepper, preppernet, prepping, prepping academy, CPN, Carolina Preppers Network. Affiliate referrals and sales made as a result of typo-squatting or alleged typo-squatting domain names, domain names or Web sites that infringe or allegedly infringe third party intellectual property rights, through misleading advertisements or incentives, through any other affiliate programs, by personal or word-of-mouth referral, or through any conduct that PrepperNet.com considers in its sole discretion to be suspicious or burdensome to PrepperNet.com is ineligible for payment and receipt of commission payment, and may be grounds for termination of this Agreement by PrepperNet.com without any compensation to AFFILIATE. You may not place PrepperNet.com Content, or Internet connections (“Links”) to the PrepperNet.com website or website content: in pop-up, pop-under or similar ads delivered by third-party software applications; in unsolicited e-mail or other types of spam, banner networks, counters, guestbooks, IRC channels or through similar Internet resources; and you may not embed or include such PrepperNet.com Content or Links in third-party software applications, in each case unless you receive PrepperNet.com’s prior written permission. You must create and place Links directing the visitor directly to the PrepperNet.com store. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links that You place to PrepperNet.com. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for transactions, or that allows third parties (“Sub-Affiliates”) to place PrepperNet.com Content or PrepperNet.com’s Links on their websites or in their e-mails or other advertisements, unless You receive PrepperNet.com’s prior written permission. You shall be responsible for ensuring that each Sub-Affiliate meets PrepperNet.com’s eligibility requirements (as established from time to time), is bound by and complies with Affiliate duties (and where stated Sub-Affiliate duties) as specified in this Agreement, and for payment of payouts due to Sub-Affiliate that shall accrue. You shall indemnify PrepperNet.com for all acts of Your Sub-Affiliates without limitation. Once you have signed up with the affiliate program, and we have approved your application, we will provide you with the Affiliate Links that you can place on your website. When a web surfer clicks through your affiliate link, a cookie containing your affiliate number is set in their web browser. When a customer purchases one of our retail products, the affiliate script looks for the cookie to identify the affiliate who will be awarded the commission. Visitors redirected to the PrepperNet.com store through your affiliate link may make a purchase within 21 days and the commission will still be awarded you if the cookie is presented in their browser. If, for any reason, the cookie has been deleted from the customer’s computer when they make their purchase, then the transaction is not recorded and credited to the Affiliate’s account and subsequently the Affiliate is not eligible for any commission and is not due any commission. The link provided to you must not be altered in any way and must point to the store of PrepperNet.com.
5. Property Ownership Rights. Affiliate agrees and acknowledges that PrepperNet.com retains all rights, title and interest in and to all property rights embodied in or associated with the PrepperNet.com Content. Affiliate represents and warrants that it will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with PrepperNet.com’s ownership of the PrepperNet.com Content and any goodwill and benefits accruing from the use of such PrepperNet.com Content will automatically vest in PrepperNet.com.
6. Operation and Maintenance of the PrepperNet.com Web Site. Affiliate acknowledges and agrees that PrepperNet.com may accept or reject, in its sole and absolute discretion, all orders and purchases from customers placed on or through the PrepperNet.com website. Affiliate further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of PrepperNet.com, (ii) PrepperNet.com cannot, and does not, guarantee the availability and accessibility of the PrepperNet.com website, and (iii) PrepperNet.com is solely responsible for all pricing, online fulfillment, cancellation, refunds and all other aspects of the PrepperNet.com website and its products. All personal information obtained from customers on the website shall be the exclusive property of PrepperNet.com.
7. Privacy Policy. You must maintain a privacy policy which shall clearly and accurately describe the information collection and use practices of Your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. You will also describe any information that is collected on Your website by any third party. Your website must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry.
8. Public Announcement. You may not mention PrepperNet.com in a press release or other public statement (other than the Advertisements) unless You have received prior written approval from PrepperNet.com.
9. Representations and Warranties. You hereby represent and warrant to PrepperNet.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or Affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
10. Payments. PrepperNet.com agrees to pay to Affiliate the commission schedule, which may be changed from time to time by PrepperNet.com by posting such revised commission schedule on the Affiliate Program Description Page of the PrepperNet.com website and by providing seven (7) days notice for a decrease in the commission amount, for each successful transaction and shipment of a PrepperNet.com Online product purchased by any Affiliate end user who (a) Clicks on a Link and subsequently purchases a PrepperNet Online product no later than one hundred and eighty (180) days after such Click (as such time period may be adjusted by PrepperNet.com from time to time), (b) has not clicked on a hypertext link to the PrepperNet.com website from another website operated by PrepperNet.com, another affiliate or any other third party after last Clicking on Your Link during such one hundred and eighty (180) day period, and (c) has not, within the six (6) months prior to such end user’s last Click on Your Link, purchased a PrepperNet.com Online product, under than through your website. For purposes of this Agreement, “Clicks” means the occurrence of an end user clicking on a Link. PrepperNet.com shall not pay Affiliate for any transactions made directly by Affiliate or its agents using its own Links. Payment of commissions by PrepperNet.com is subject to AFFILIATE earning a minimum commission of $50.00 USD (fifty US dollars), and a withholding period of not less than 60 (sixty) days from the date of the last transaction surpassing the minimum commission threshold of $50.00 USD (fifty US dollars). In the event of termination of this Agreement, PrepperNet.com agrees to pay AFFILIATE any commissions then owing, subject to the withholding period of not less than 60 (sixty) days from the last transaction. If any customer acquired by AFFILIATE applies for a refund, chargeback or purchases by means of fraud, the commission payable to AFFILIATE will be reduced by that amount accordingly, regardless of when such refund or chargeback requested. PrepperNet.com will not pay any commission on wholesale purchases.
11. Responsibility for Affiliate URLs. Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the PrepperNet.com website and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof and the terms of its agreement(s) with PrepperNet.com.
12. No Joint and Several Liability. Affiliate acknowledges and agrees that neither PrepperNet.com, its subsidiaries, parents, other affiliates, vendors, directors, officers, employees, agents, successors or assigns (collectively, the “PrepperNet.com Parties”), shall be liable to any party, including Affiliate, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with the Affiliate website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, Affiliate acknowledges and agrees that, notwithstanding any provision in any agreement between PrepperNet.com and Affiliate to the contrary, including but not limited to any provision imposing joint and several liability on PrepperNet.com, none of the PrepperNet.com Parties shall be liable to Affiliate or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.
13. Affiliate Indemnification. Affiliate, at its own expense, shall indemnify, defend and hold harmless, PrepperNet.com against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney’s fees, based upon or in connection with (i) any breach or alleged breach of Affiliate’s representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, or (iii) the Affiliate’s website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.
14. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date Affiliate is no longer an Affiliate of PrepperNet.com pursuant to the Affiliate Program.
15. Termination. PrepperNet.com may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) to Affiliate with effect from the 8th day from such notice. PrepperNet.com may terminate this Agreement immediately, without notice, if PrepperNet.com determines, in its sole discretion, that Affiliate has breached Affiliate’s obligations pursuant to Section 1. In addition, PrepperNet.com may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) Affiliate has failed to comply with or has breached Section 3 or 4, ; (b) PrepperNet.com believes in good faith that You or Your Sub-Affiliate is harming, blurring or tarnishing the PrepperNet brand, any other trademark, service mark, trade name or product owned, licensed or sold by PrepperNet.com or PrepperNet.com’s reputation; (c) PrepperNet.com believes in good faith that Your or Your Sub-Affiliate’s actions or one or more of Your or Your Sub-Affiliate’s websites is causing or would cause PrepperNet.com to be in breach of its contractual obligations with third parties.
16. Modification of Agreement. PrepperNet.com reserves the right to modify this Agreement upon no less than seven (7) days notice to Affiliate. PrepperNet.com may modify this Agreement by notifying Affiliate, and such notification may be completed electronically via e-mail or other electronic communication. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED PARTICIPATION AS AN AFFILIATE FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.
17. LIMITATION OF DAMAGES. PREPPERNET.COM WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF PREPPERNET.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PREPPERNET.COM’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY PREPPERNET.COM TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
18. WARRANTY DISCLAIMER. PREPPERNET.COM MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, PREPPERNET.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
19. Independent Contractors. PrepperNet.com and Affiliate are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
20. Governing Law. This Agreement is governed by and in accordance with the substantive laws of the State of North Carolina, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Charlotte, North Carolina.
21. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
22. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without PrepperNet.com’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Waiver. PrepperNet.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 provision or any other provision of this Agreement.
24. Entire Agreement. This Agreement represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon PrepperNet.com unless agreed to by an authorized representative of PrepperNet.com.