Terms and Conditions – ESSA Affiliate Agreement
This
Agreement contains the terms and conditions that apply to your participation as
an affiliate with ESSAACTIVE.COM Affiliate Marketing Program.
As
used in this Agreement, “we” or “merchant” means ESSA or ESSAACTIVE.COM (Egg
and Bacon Entertainment LLC), and “you” or “affiliate”, means the
affiliate. "Affiliate Marketing Program" means the program
managed by or on behalf of ESSAACTIVE.COM by which participating entities place
links or coupons on their social media that connects to ESSAACTIVE.COM website
and for which a referral fee is earned.
By
participating in the Program, the Affiliate agrees to the Terms and Conditions
set forth.
1. Approve or Reject the Application
We reserve the right
to approve or reject ANY Affiliate Program Application at our sole and absolute
discretion. You will have no legal recourse against us for the rejection of
your Affiliate Program Registration.
2. Term and Termination
The term of this Agreement (the
"Term") will begin upon our acceptance of your application to our
Affiliate Marketing Program and your acceptance of this Agreement and will end
when terminated as described herein. Either you or we may terminate this Agreement
at any time, with or without cause. You are only eligible to earn commissions
on sales occurring during the Term, and commissions earned through the date of
termination will remain payable only if the product orders are not canceled. ESSA
may withhold final payment for a reasonable time to ensure against
cancellations.
3. Affiliate Links and Coupons
ESSA will make available to you an Affiliate link and coupon code
that will permit recipients to apply at ESSAACTIVE.COM. You will be responsible
for integrating the links and/or coupons into your social media to properly
enable sales tracking and we will not be responsible for your failure to do so,
including to the extent such failure may result in any reductions in amounts
that would otherwise be paid to you under this Agreement.
No affiliate link or
coupon code will be placed on any page or screen that contains content that
advocates discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age; promotes or engages in illegal activities, violates
intellectual property rights of third parties; or contains or promotes
deceptive information.
If a person clicks on
someone else’s referral link and then later they click on yours, yours is the
one that will count. If a customer both clicks on the affiliate link and uses
your coupon code, you will not receive a double commission.
Affiliates may
advertise ESSAACTIVE.COM website on online channels such as Facebook,
Instagram, etc.
4. Commissions and payment
schedule
Affiliates will earn a
Referral Fee equal to 8% of Net Sales.
ESSA will pay you a
referral fee ("Referral Fees") equal to a percentage of the Net Sales
received from qualifying purchases made at ESSAACTIVE.COM. The term
"Qualifying Purchases" means all products that are purchased by users
during a visit to ESSAACTIVE.COM with your affiliate coupon code or immediately
the following navigation to the designated URL through a hypertext link from
you under this Affiliate Marketing Program. The term "Net Sales" means
the gross proceeds received by ESSAACTIVE.COM from the sale of Qualifying
Purchases on ESSAACTIVE.COM, less costs and expenses attributable to taxes,
shipping and handling, fraud and bad debts, duties, and gift wrapping.
Payments will only be
sent for transactions that have been successfully completed. Use of the
Affiliate Program is subject to a fair use policy which gives the merchant the
right to review each and every referral order. The status of commissions are displayed
in the Commission tab, and any paid commissions will be listed on the Payment
tab. Transactions that result in charge backs or refunds will not be paid out.
Referral fees will be
payable within thirty (30) days from the end of each month and will be processed
by Paypal, Venmo, or in the form of store credit.
5. Cookie
We use cookies to
track people who have clicked on your link, so they need to be using cookies
for us to track them.
Cookie days are specified
on the Affiliate registration form. The tracking day will start from the time a
customer clicks on the affiliate’s link and within the cookie time, every order
made by this customer at the merchant website will automatically result in
commissions to the affiliate.
6. Representations and Warranties;
Limitation of Liability
Each of us hereby
represents and warrants that:
· it has full power and authority to enter into this Agreement and to perform
its obligations hereunder;
· it has obtained all permits, licenses, and other governmental authorizations
and approvals required for its performance under this Agreement;
· the services to be rendered by each of us under this Agreement neither
infringe nor violate any patent, copyright, trade secret, trademark, or other
proprietary right of any third party.
ESSA is solely responsible for the operation of the ESSAACTIVE.COM website, and
you are solely responsible for the operation of your social media. Each party
acknowledges that their respective sites and social media may be subject to
temporary downtime due to causes beyond their reasonable control subject to the
specific terms of this Agreement, retains sole right and control over the
programming, content, and conduct of transactions over its respective site or
service.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i)
THE AMOUNT OF SALES THAT ESSAACTIVE.COM MAY
GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER
PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
NEITHER ESSAACTIVE.COM NOR AFFILIATE WILL BE
LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT
OF THIS AGREEMENT. ESSA’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER
IN CONTRACT OR NOT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO THE AFFILIATE
HEREUNDER.
7. Fulfillment
ESSAACTIVE.COM is
solely responsible for fulfilling all orders for its products and payment
processing, and customers who buy products through the Affiliate Marketing
Program will be deemed customers of ESSAACTIVE.COM. All rules, policies,
operating procedures, and information concerning customer orders and sales will
apply to those customers, including our rules of privacy and confidentiality.
We may change our policies and operating procedures at any time, without
notice.
8. Intellectual
Property Rights
ESSA hereby grants to
you during the Term a non-exclusive, non-transferable, royalty-free license to
establish hyperlinks between your social media and our website and to use ESSAACTIVE.COM’s
trade names, logos, trademarks, and service marks (the "ESSAACTIVE.COM marks")
on your social media solely as is reasonably necessary to establish and promote
such hyperlinks and to otherwise perform your obligations under this Agreement;
provided, however, that any other promotional materials or usages containing
any of the ESSAACTIVE.COM marks will be subject to ESSA’s prior written
approval.
You hereby grant to ESSAACTIVE.COM
during the Term, a non-exclusive, non-transferable, royalty-free license to
establish hyperlinks between your social media and our website and to use your
trade names, logos, trademarks, and service marks (the "Affiliate
Marks") solely as is reasonably necessary to establish and promote such
hyperlinks and to otherwise perform our obligations under this Agreement;
provided, however, that any other promotional materials or usages containing
any of the Affiliate Marks will be subject to your prior written approval.
Except as set forth above, you and we each reserve all right, title and
interest in respective intellectual property rights (e.g., patents, copyrights,
trade secrets, trademarks and other intellectual property rights). Use of the
other's marks except as set forth herein is strictly prohibited.
9. Indemnification
We agree to indemnify,
defend and hold harmless you and your affiliates, directors, officers,
employees, and agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorney's fees) relating
to the operation of our site, a breach of our obligations under this Agreement,
or the violation of any third party intellectual property rights of editorial
content or other materials provided by us for display on your social media.
You agree to indemnify, defend and hold harmless us and our affiliates,
directors, officers, employees and agents, from and against any and all
liability, claims, losses, damages, injuries or expenses (including reasonable
attorney's fees) relating to the operation of your social media, a breach of
your obligations under this Agreement, or the violation of any third party
intellectual property rights of editorial content or other materials on your
site or social media.
10. General Provisions
You and we are entering
this Agreement as independent contractors, and nothing will be construed to
create a partnership, agency, joint venture or employment relationship between
you and us.
In its performance of this Agreement and in the operation of each party's
respective website and social media, you and we each will comply with all
applicable laws, regulations, orders, and other requirements, now or hereafter
in effect, of governmental authorities having jurisdiction. Without limiting
the generality of the foregoing, you and we each will pay, collect and remit
such taxes as may be imposed with respect to any compensation, royalties or
transactions under this Agreement.
Neither you or we will be considered to be in breach of or default under this
Agreement on account of any delay or failure to perform as a result of any
causes or conditions that are beyond our respective reasonable control. If any
force majeure event occurs, the affected party will give prompt written notice
to the other and will use commercially reasonable efforts to minimize the
impact of the event.
This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of California and any action arising
hereunder will be brought in the federal or state courts, located in California.
Any notices under this agreement will be given in writing. Notices may be given
by electronic mail and will be deemed delivered and given for all purposes on
the sent date, but only if the receiving party has confirmed its receipt by
return electronic mail. Notices sent via traditional means will be sent via
certified mail, return receipt requested.
You may not assign this Agreement, in whole or in part, without our 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.
The failure of either you or us to enforce any provision of this Agreement will
not constitute a waiver of the right to subsequently enforce the provision. Any
remedies specified in this Agreement are in addition to any other remedies that
may be available at law or in equity.
This Agreement represents the entire Agreement between you and us with respect
to the subject matter hereof and supersedes any other oral or written
agreements regarding such subject matter, and may be amended or modified only
by a written instrument signed by a duly authorized agent of each party.
If any provision of this Agreement will be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement will not be affected and will remain in full force and effect.
11.
Removal from Affiliate Program
If you wish to be removed from our affiliate program, please send
us an email at hello@essaactive.com. Please note that you are only eligible to earn commissions on sales occurring during
the Term, and commissions earned through the date of termination will remain
payable only if the product orders are not canceled. ESSAACTIVE.COM may withhold final payment for a reasonable time to ensure against
cancellations.
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