PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FOREVER FRESH FOODS (PTY) LTD.
IT DESCRIBES HOW WE WILL WORK TOGETHER AND OTHER ASPECTS OF OUR BUSINESS RELATIONSHIP AND IS A REQUIREMENT FOR YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM.
1. Definitions
Throughout the following document, the following definitions will apply.
Affiliate, “you”, “your”, “yours” means the legal entity agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein.
Affiliate Agreement refers to these Terms and Conditions of the Affiliate Program.
Affiliate Dashboard refers to the online location through which the Affiliate can manage the Affiliate Program and accept these Terms and Conditions.
Affiliate Link refers to the unique tracking code, provided to you by Forever Fresh, that you use to promote Forever Fresh, which code (and/or electronic link), can be placed on your website, or used in your electronic and other communication and promotional marketing activities.
Affiliate Program Manager means the individual or individual who has the legal authority from Forever Fresh to manage and represent its interests in the Affiliate Program.
Abandoned Affiliate Account means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.
Commission refers to the amount earned (in South African Rand) from successful purchases on qualifying products on the Forever Fresh Website through referral by Affiliate.
Commission Level refers to the levels described as Bronze, Silver and Gold of which the details applicable of each are contained in the Affiliate Program guide available through the Affiliate Dashboard.
Cookies refers to a website method to track Users who have clicked Affiliate links.
Cookie Days refers to a window during which a sale (conversion) by a User can be attributed to a specific referring Affiliate.
Forever Fresh, “we”, “us”, “our” refers to Forever Fresh Foods (Pty) Ltd, and its applicable subsidiaries, which is the designated operator of this Affiliate program, whose terms and conditions are set out herein.
Forever Fresh Affiliate Program (“Affiliate Program”) refers to the Affiliate program operated by Forever Fresh.
Forever Fresh Website(s) refer to www.foreverfresh.co.za or any of its subdomains.
User refers to the Affiliate website visitor who may or may not click an Affiliate link and be directed to the Forever Fresh Website to purchase products from Forever Fresh.
2. Overview
These are the complete list of Terms and Conditions for the Affiliate Program. The purpose of enrolling in the Affiliate Program is to allow you to make Affiliate commissions and/or enjoy other Forever Fresh benefits, in the form of discount coupons, for the sales of our products originating from your promotional activities in the manner set forth herein.
3. Affiliate Obligations and Rules
3.1 To enrol in the Forever Fresh Affiliate Program, you must:
1. be 18 years of age or older;
2. have the legal authority to enter into this Agreement and to be bound to the terms and other duties set forth herein;
3. complete and submit the online application through the Affiliate Dashboard; and
4. be accepted by Forever Fresh into the Affiliate Program.
3.2 Applications received will be reviewed within a period of thirty (30) days. If we do not notify you of your acceptance within the aforementioned period, your application is considered to be rejected.
3.3 Forever Fresh may choose to auto-approve your application. This does not imply that we will not re-evaluate your application at a later time. We reserve the right to reject your membership in our Affiliate Program at any point in time, at our sole discretion. This is especially true if the Affiliate’s breaches any of the material points set out in 3.6 below.
3.4 Approved Affiliates will have access to the Affiliate Dashboard, where you will have an ability to:
3.4.1 Capture your personal details and update your profile.
3.4.2 Capture and update your banking information for payout purposes and use any credits (on the Forever Fresh Website) that you may have accumulated.
3.4.3 View any messages and notifications from Forever Fresh and obtain online support.
3.4.4 Review a list of your Commissions (pending, approved and paid) and your performance metrics, including User order details.
3.4.5 Review the details of the Affiliate Program.
3.4.6 Generate your referral links and/or codes.
3.4.7 Have access to Marketing and Advertising tools, social media sharing tools and sales assistance.
3.5 In the event that Affiliate materially breaches this Agreement and Forever Fresh terminates this Agreement any accrued and payable Commissions owing to Affiliate shall be forfeited, and Forever Fresh shall not be obligated to pay such Commissions to Affiliate.
3.6 Affiliate agrees that Affiliate’s promotional material, website, social media posts or other correspondence does not contain any materials that in Forever Fresh’s sole discretion are considered to:
3.6.1 Promote adult content, including nudity, sexual terms;
3.6.2 Includes violent, obscene, defamatory, libellous, slanderous and/or unlawful content;
3.6.3 Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
3.6.4 Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
3.6.5 Includes “Forever Fresh” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns
3.6.6 Promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
3.6.7 Promote gambling, including without limitation, any online casino, sports books, bingo, or poker;
3.6.8 Make representations through domain name, code, designs, imagery, video, text or otherwise that makes your website resemble the Forever Fresh Website in a manner which leads customers to believe you are the Forever Fresh Website, business or a legal representative of Forever Fresh in any way. Creation of separate websites to solely promote Forever Fresh products and services is also strictly prohibited.
3.6.9 Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the Affiliate links.
3.6.10 Promote any special deal or offer in a way that contradicts the arrangement set forth by the Affiliate Program Manager when offering such a deal to you.
3.6.11 Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Affiliate Program links must direct users to the Forever Fresh Website
3.7 Forever Fresh reserves the right to review your link placement and either approve or disapprove the use of your Affiliate links and require that you change the placement of links or ask you to comply with these guidelines.
3.8 The Affiliate is solely responsible for the maintenance and information updates on your site. For example, if Forever Fresh’s pricing policy changes, it will be up to the Affiliate to update this information. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
3.9 It is your sole responsibility to follow all applicable laws, regulations, government decrees, authorities’ decisions and the like relating to:
3.9.1 protection of intellectual property;
3.9.2 marketing of goods and services;
3.9.3 unfair business practices; and
3.9.4 any other similar field of regulation that pertain to your website or any promotional materials on your website. If you violate any such rules of law or any third party presents any allegations or claims that pertain to information you place on your website and promotional materials you use, you will indemnify and hold Forever Fresh harmless for any and all costs arising out of any such violations, allegations or claims.
3.10 As an Affiliate, you can only create and use one (1) account. You can list multiple domains within one account, but only one account is allowed.
3.11 Excluding credits that you may have earned and which can be used on the Forever Fresh Website in lieu of Commission, self-referrals for Affiliate purchases are strictly prohibited. This means that you cannot refer yourself by using your Affiliate link. You will not receive a Commission on any purchases made by yourself for your own use.
3.12 We reserve the right to remove Abandoned Affiliate Accounts from our system if their balance is equal to or less than ZAR300.00 after a 6 month period of inactivity. In this case any accumulated commissions below ZAR300 (minimum payout threshold) will be forfeited.
3.13 If your account was terminated due to violations set forth in these Affiliate Program Terms, you may not create another account in our Affiliate Program.
4. Forever Fresh Rights and Obligations
4.1 We reserve the right to monitor how you are promoting Forever Fresh at any time to determine whether you are following these Terms and Conditions. We may inform you of any changes that we feel you should make, or to ensure that your Affiliate links to the Forever Fresh Website are used appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes that we feel are necessary within reasonable time (no longer than 30 days) constitutes a material breach of this Affiliate Agreement.
4.2 Forever Fresh reserves the right to terminate your participation in the Affiliate Program immediately and without prior notice to you if you commit fraud or abuse this Affiliate Program in any way (including material breaches of section 3.6 of this Affiliate Agreement). If such fraud or abuse is detected, Forever Fresh shall not be liable to you for any Commissions for any fraudulent sales/sales based on abuse.
4.3 These Terms and Conditions will begin to apply to you upon our acceptance of your Affiliate application, and their application will continue indefinitely unless terminated hereunder.
5. Termination
5.1 Either the Affiliate or Forever Fresh may end this Affiliate Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party, or through any appropriate mechanism in the Affiliate Dashboard.
5.2 Upon termination, the Affiliate will lose access to the Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Fees.
5.3 This Affiliate Agreement will terminate immediately without notice upon any material breach of the Terms and Conditions by the Affiliate.
6. Modification
We may modify, add or remove any of these Terms and Conditions at any point in time. In such event, you will need to comply with a revised version of these Terms and Conditions when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, you may end your association with the Affiliate Program by closing your account. If you do not accept the modified Affiliate Program Terms within 30 days of the update, we reserve the right to terminate your Affiliate account.
Continued participation in the Affiliate Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.
7. Commission Payment
7.1 Affiliates who successfully refer Users to make paid purchases on the Forever Fresh Website, will get Commission which is calculated based on the Affiliate’s Commission Level and Commission structure.
7.2 Commission amount is dependent on order value and does not include amounts attributed to Value Added Tax and Shipping.
7.3 The status of Commission is displayed in the Affiliate Dashboard’s Commission tab. Any approved Commission will be listed on Affiliate Dashboard’s Payment tab.
7.4 User transactions that result in chargebacks or refunds will not be eligible for Commission and will not be paid out.
7.5 Forever Fresh will track Users who have visited the Forever Fresh Website by way of Affiliate referral links and referral codes. Referral links use website tracking cookies which expire after ninety (90) Cookie Days. Only Users who make purchases within the active Cookie Day period, will be considered referrals of the Affiliate and recorded as such in the Affiliate Dashboard. If a User clears their Cookies during the Cookie Day period, Forever Fresh shall not be liable for any Commissions that may have been accrued to you.
7.6 Commissions are earned from authorised referrals that generate qualifying purchases via your Affiliate links. No commissions are granted for referring existing Forever Fresh Users.
7.7 Forever Fresh’s Commission Structure is based on a tiered structure. Refer to the Affiliate Dashboard for Commission levels, tiering details and applicable metrics and rules.
7.8 Commission amounts per product/service sold may be changed by Forever Fresh at any time. This information is available to you in the Affiliate Dashboard. You are solely responsible for determining if the Commission amount for an Affiliate link you have placed on your website has changed or been discontinued.
7.9 Accrued commissions will be paid on the 7th date of the month following the transaction that generated the commission. No commission payment shall be made unless the total accrued unpaid Commission exceeds the minimum threshold of ZAR300. Any Commission that may be due will be calculated in accordance with the statistics and balance that are collected, calculated and displayed on the Affiliate Dashboard. The only valid statistics used for determining Commissions will be those displayed in the Affiliate Dashboard.
7.10 For an Affiliate to receive a Commission, the Affiliate account must remain active for a minimum of seven (7) days after the payment date. For this reason, the Commissions generated on any date will be displayed as “Pending Approval” in the Affiliate account for seven (7) days. If the purchaser does not request refunds within this timeframe, and if the Commission was not a result of a self-referral and doesn’t breach any other terms of this Affiliate Agreement, you will see payment amounts in “Current Commissions” as “Approved – Pending Payment”.
7.11 Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Affiliate relationship with Forever Fresh including those incurred in order to receive Affiliate payments.
7.12 Available payment options for Commissions are described in the Affiliate Dashboard.
7.13 Our primary payout option is Electronic Fund Transfer (EFT) in South African Rands (“ZAR”) to banking institutions within the Republic of South Africa.
7.14 It is your responsibility to upload and maintain your banking details on the Affiliate Dashboard.
7.15 Payments will only be sent for Affiliate purchases that have been successfully completed. Transactions that result in chargebacks or refunds will be void.
8. Affiliate Promotional Materials
8.1 You are free to promote what you deem appropriate on your own website(s) and social channels.
8.2 Advertising commonly known as “spamming” is inappropriate and unacceptable to us and constitutes a material breach of this Affiliate Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote Forever Fresh’s products if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.
9. Grant of Licenses
9.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through Affiliate/referral links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Forever Fresh and the goodwill associated with it will inure to the sole benefit of Forever Fresh.
9.2 Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in any negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Affiliate Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
FOREVER FRESH MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FOREVER FRESH SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FOREVER FRESH’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1 This Affiliate Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Affiliate Agreement and to perform your obligations under this Affiliate Agreement, without the approval or consent of any other party;
11.3 You have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement.
12. Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FOREVER FRESH’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO 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.
13. Indemnification
You hereby agree to indemnify and hold harmless Forever Fresh, 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 our use of the Affiliate trademarks infringes on 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 us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Affiliate Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1 You certify that you are an independent contractor, and as such, nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Forever Fresh. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.
15.2 Neither party may assign its rights or obligations under this Affiliate Agreement to any third party, except to a party who obtains all or substantially all of the business or assets of a party to this Affiliate Agreement.
15.3 This Affiliate Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa without regard to the conflicts of laws and principles thereof.
15.4 You may not amend or waive any provision of this Affiliate Agreement unless in writing and signed by both parties.
15.5 This Affiliate Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6 The headings and titles that are contained in this Affiliate Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Affiliate Agreement.
15.7 If any provision of this Affiliate Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Affiliate Agreement shall have full force and effect.
15.8 The Affiliate Agreement is an electronic contract that sets out the legally binding terms of your participation in the Forever Fresh Affiliate program. You indicate your acceptance of this Affiliate Agreement and all of the terms and conditions contained or referenced in this Affiliate Agreement by completing the Affiliate Program application/signup process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
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