This is a legal agreement between you and Immanence Ipothecary LLC
By submitting the online application you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.
1. Overview
This Agreement includes the complete terms and conditions that refer and apply to you becoming an affiliate in Immanence Ipothecary LLC Affiliate Program.
The purpose of the present agreement is to allow HTML linking between your website and www.ipothecarystore.com website.
Note : Throughout this agreement, "we," "us," and "our" refer to Immanence Ipothecary LLC, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
You will begin your enrollment process by completing and submitting the online application at URL PENDING. We reserve the right to reject or cancel your application at our sole discretion if we determine that your site is unsuitable for our Immanence Ipothecary LLC Affiliate Program, namely if it:
● promotes sexually explicit materials
● promotes violence
● promotes discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
● promotes illegal activities
● incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law of the Ipothecary brand or other brands/trademarks. For example, includes "Ipothecary", “IpothecaryStore”, “Somnium” or variations or misspellings thereof in its domain name and social media handles
● is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
● contains software downloads that potentially enable diversions of commission from other affiliates in our program
You may NOT create or design your website or any other website that you manage, explicitly or implied in a manner which resembles our website. Specifically, you may not use “ipothecary”, “somnium” or any other alterations or derivations of those terms in your website’s URL or your social media handles.
You may NOT design your website in a manner which leads customers to believe you are Immanence Ipothecary LLC, Ipothecary, Immanence Health, or any other affiliated business. However, you should follow our brand guidelines when promoting our products.
As a member of Immanence Ipothecary LLC Affiliate Program, you will have access to the Affiliate Program Management System. Here, you will be able to review our program. Details, access affiliate assets, create links and embed codes, creatives, and more resources for promoting the Immanence Ipothecary LLC Products. In order for us to accurately keep track of all guest visits from your site or affiliate link location, you must use the HTML code that is provided for each banner, text link, or other affiliate assets we provide to you.
Immanence Ipothecary LLC Affiliate Program reserves the right, at any time, to:
● review your placement
● approve the use of your links
● require that you change the placement or use in order to comply with the guidelines provided to you.
Your website’s maintenance and update will be your responsibility. However, we may monitor your site as we feel necessary in order to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
It is entirely your responsibility to follow all applicable intellectual property and other laws regarding your site. You must have express permission to use any person's copyrighted material, including written or graphic content or any other copyrightable work. We will not be responsible if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Immanence Ipothecary LLC Rights and Obligations
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this agreement. We may notify you of any changes to your site that we feel should be made including, making sure that your links to our website are appropriate. If you do not make the necessary changes to your website we reserve the right to terminate your participation in the Immanence Ipothecary LLC Affiliate Program.
Immanence Ipothecary LLC reserves the right to terminate this Affiliate Agreement and your participation in the Immanence Ipothecary LLC Affiliate Program immediately and without notice should you:
● commit fraud in your use of the Immanence Ipothecary LLC Affiliate Program
● abuse this program in any way
If such fraud or abuse is detected, Immanence Ipothecary LLC will not be liable to you for any commissions for fraudulent sales. The present Affiliate Agreement will begin consequent to our acceptance of your affiliate application, and will continue unless terminated.
4. Termination
Either you or we may end this Affiliate Agreement AT ANY TIME, with or without cause, by giving the other party written notice. The written notice can be in the form of mail, email or fax. In addition, this agreement will terminate immediately upon any breach of the present agreement by you.
5. Modification
We may change any of the terms and conditions in this affiliate agreement at any time at our sole discretion. However, in such cases, you will be notified by email.
Modifications include but are not limited to:
● changes in the payment procedures
● Immanence Ipothecary LLC Affiliate Program rules
If any of the changes are unacceptable to you, your only option is to end the present agreement. Your continued participation in Immanence Ipothecary LLC Affiliate Program following the posting of the change notice or new agreement on our website will indicate your agreement to the changes.
6. Payment
Immanence Ipothecary LLC uses a third party to handle all of the tracking and payment. The third party is the Everflow Technologies Inc affiliate network. We encourage you to review the network’s payment terms and conditions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Everflow secure affiliate account
interface. From their website you will be able to receive your reports that will describe the calculation of the commissions due to you.
8. Promotion Restrictions
You are free to promote your own websites, but naturally, any promotion that mentions Immanence Ipothecary LLC could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Immanence Ipothecary LLC.
For example, advertising commonly referred to as "spamming" is unacceptable to us as it could damage our name and online reputation. Other generally prohibited forms of advertising include:
● the use of unsolicited commercial email (UCE)
● postings to non-commercial newsgroups
● cross-posting to multiple newsgroups at once
In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Immanence Ipothecary LLC as long as:
● the recipient is already a customer or subscriber of your services or website,
● the recipient has the option to remove themselves from future mailings
You may post to newsgroups to promote Immanence Ipothecary LLC as long as the newsgroup specifically welcomes commercial messages . You must clearly represent yourself and your websites as independent from Immanence Ipothecary LLC at all times . If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this affiliate agreement and your participation in the Immanence Ipothecary LLC Affiliate Program.
Note : Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Affiliates that exclusively bid in their Pay-Per-Click campaigns on keywords such as Ipothecary , Ipothecary Store , IpothecaryStore.com , Immanence Ipothecary LLC and/or any misspellings or similar alterations of the above specified terms (be it separately or in combination with other keywords) and do not direct the traffic (from such campaigns) to their own website prior to redirecting it to ours, will be considered trademark violators and be banned from Immanence Ipothecary LLC Affiliate Program.
We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Immanence Ipothecary LLC Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Immanence Ipothecary LLC service).
Affiliates are not allowed to send out any so-called “interstitials,” “ParasitewareTM,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to users from the time the client clicks on a qualifying link until the consumer has fully exited Immanence Ipothecary LLC website.
Find out more about these terms used in the above paragraph:
“ ParasitewareTM ” and “ Parasitic Marketing ” refers to applications that
through:
● accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email:
● intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
● set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Merchant.com’s site;
● targets text on websites, other than those websites 100% owned by the application
owner, for the purpose of contextual marketing;
● removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
9. Grant of Licenses
We grant you a non-exclusive, non-transferable, revocable right to:
● access our site through HTML links solely in accordance with the terms of this affiliate agreement
● 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 if you are a member in good standing of Immanence Ipothecary LLC Affiliate Program. You must agree that all uses of the Licensed Materials will be on behalf of Immanence Ipothecary LLC.
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 a 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
Immanence Ipothecary LLC makes no express or implied representations or warranties regarding Immanence Ipothecary LLC service and website or the products or services provided therein, any implied warranties of Immanence Ipothecary LLC 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.
Immanence Ipothecary LLC does not guarantee affiliates any sort of financial
benefit. All the financial profit you will be able to gain out of the Immanence Ipothecary LLC Affiliate Program is solely based on commissions earned from your efforts to promote products and network.
11. Representations and Warranties
As an affiliate, you represent and warrant that:
● 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;
● 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 the present agreement, without the approval or consent of any other party
● you have sufficient right, title, and interest in and to the rights granted to us in the
present agreement
12. Limitations of Liability
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 Immanence Ipothecar LLC 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 Immanence Ipothecar LLC, its subsidiaries and affiliates, 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:
● 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,
● any misrepresentation of a representation or warranty or breach of a covenant and
agreement made by you herein,
● 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. Each party should keep it in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
A. Allowed Search Engines Bidding is allowed on Google, Yahoo, and MSN/Bing with a few restrictions listed herein.
B. Ipothecary Trademarks Affiliates MAY NOT bid on Ipothecary or IpothecaryStore.com trademark terms on Google, Yahoo, and MSN/Bing including the international versions of all three. Affiliates MAY NOT use Ipothecary or IpothecaryStore.com.com in the display URL at any PPC search engine or various "content network" sections. Alternative spellings of our domain name are not permitted as well including but not limited to Ipothecary or IpothecaryStore.com., IpothecaryStore. No PPC bidding on these keywords. Affiliates are permitted to use Ipothecary or IpothecaryStore.com trademarks in the URL to the right of the domain in the display URL. Example: www.yoursite.com/Ipothecary. Affiliates MAY NOT include "Official Site" or make representations that your advertisement is Ipothecary or IpothecaryStore.com in any way. Affiliates are permitted to bid on Ipothecary or IpothecaryStore.com + "term" on Google, Yahoo, and MSN. Example - "Ipothecary or IpothecaryStore.com health supplements", "Ipothecary or IpothecaryStore.com supplement coupon codes", etc. Ipothecary or IpothecaryStore.com terms include all of the following and any potential misspellings not shown here: www.Ipothecary or IpothecaryStore.com.com Ipothcary or Ipothecary Store.com www.pothecary or IpothcaryStore.com ApothecaryStore or Ipothacary.com
C. Direct to Merchant / Landing Pages Direct to Merchant bidding is permitted on Google, Yahoo, and MSN. Affiliates may not use our URL in the display URL on any PPC advertisement. Domain misspellings are not allowed in the display URL on any advertisement including but not limited to www.Ipothecary or IpothecaryStore.comes.com, www.Ipothecary or IpothecaryStore.com.net, etc. Affiliates bidding on Ipothecary or IpothecaryStore.com trademarks may not use a landing page that includes advertisements for competitors. Example - An affiliate bids on the term "Ipothecary or IpothecaryStore.com". The landing page must be entirely dedicated to Ipothecary or IpothecaryStore.com and must not have "other offer" type marketing verbiage showing competitor offers. Affiliates may use a Ipothecary or IpothecaryStore.com display URL on any search engine.
D. Ad copy restrictions Truth in advertising - All affiliates are required to be truthful about any advertisement representing Ipothecary or IpothecaryStore.com including information surrounding rebate, coupon, and sales offers. Do not represent your advertisement as an official Ipothecary or IpothecaryStore.com endorsed advertisement or site.
E. Exclusions, Penalties, and Notifications Ipothecary or IpothecaryStore.com reserves the right to exclude any or all of our PPC policy for individual affiliates at our sole discretion. Any violation will result in termination of the affiliate relationship and Affiliates’ commission will be zeroed. Once the affiliate relationship is terminated, you have 3 days to remove all adverts to IpothecaryStore.com From time to time, Ipothecary or IpothecaryStore.com may review the PPC policy for changes in the way search engines operate or changes in Ipothecary or IpothecaryStore.com's philosophy. Any changes made to the PPC Policy will be announced via the Ipothecary or IpothecaryStore.com affiliate newsletter and posted on the Ipothecary or IpothecaryStore.com website.
16. PPC GUIDELINES
You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.
You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to ‘Merchant Coupons’, ‘Merchant Discount Codes’, ‘Merchant Promo’, etc).
You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.
17 TRADEMARKED TERMS
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms): Ipothecary, IpothecaryStore.com, ImmanenceHealth.com, DrChristineSchaffner.com, Ipothecary coupon, Ipothecary coupon code, Ipothecary discount, Ipothecary discount code, Ipothecary promo, Ipothecary promo code, Ipothecary sale, Ipothecary sales, Ipothecary deal, Ipothecary deals
18 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 affiliate program.
Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in 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 the affiliate click by revealing the code(s).
You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other 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 site to get this deal.
Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
Violators will be immediately terminated and will receive no monies on any commissions generated.
19 COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code and prior written permission. Violators will be immediately terminated and will receive no monies on any commissions generated. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
You agree that you are an independent contractor, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Immanence Ipothecary LLC. 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 or any other websites that reasonably would contradict anything in this section.
Neither party may assign its rights or obligations under this Affiliate Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
The present agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to the conflicts of laws and principles thereof.
You may not alter or suspend any provision of this Agreement unless in writing and signed by both parties.
The present affiliate agreement represents the entire agreement between us and you, and shall overrule all prior agreements and communications of the parties, oral or written.
The headings and titles contained in this Affiliate Agreement are included for convenience only, and will not limit or otherwise affect the terms of this agreement.
If any provision of this 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 agreement shall have full force and effect.
If you have any questions, please don't hesitate to let us know. Email us at support@ipothecarystore.com.
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