Vital
Choice Seafood, Inc.
Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your
participation in the VitalChoice.com
Affiliate Program (the "Program"). As used in this Agreement,
"we" means Vital Choice Seafood, Inc., and "you" means the
applicant. "Site" means a World Wide Web site and, depending on the
context, refers either to the VitalChoice.com
web site (www.vitalchoice.com) or to
any site that you will link to our site (and which you identify in your Program
application).
Enrollment in the Program
To begin the enrollment process, submit a complete Program application. We will
evaluate your application in good faith and will notify you of your acceptance
or rejection. We may reject your application if we determine (in our sole
discretion) that your site is unsuitable for the Program. Unsuitable sites
include those that:
·
promote sexually explicit materials
·
promote violence
·
promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age
·
promote illegal activities
·
otherwise violate intellectual property rights
·
Engages in Unsolicited Bulk Emailing (also known
as spam).
By participating in the Program you agree that you will not engage in any
such activities. If we reject your application, you are welcome to reapply to
the Program at any time. You should also note that if we accept your
application and later determine (in our sole discretion) your site to be
unsuitable for the Program, we may terminate this Agreement.
Links on Your Site
After your site has been accepted into the Program, we will provide you with
several links to choose from and add to your site. Below are some examples:
(NOTE: Do NOT use the specific links below for your site, we will provide you
with the proper Special Links later)
1. Shop Online Link: You may provide a link to our Product ordering page
at http://www.vitalchoice.com/shop.cfm.
2. General Link to VitalChoice.com
Home Page: You may provide a general link on your site to our home page at http://www.vitalchoice.com.
3. Affiliate Landing Page: You may
provide a link to a specialized landing page, hosted by us, that provides
customized copy that introduces the Vital Choice website.
We will provide you with guidelines, sample copy and graphical artwork to
use in linking to our pages. To permit accurate tracking, reporting, and
referral fee accrual, we will provide you with special "tagged" link
formats to be used in all links between your site and our site. You must
ensure that each of the links between your site and our site properly utilizes
such special link formats. Links to our site placed on your site pursuant
to this Agreement and which properly utilize such special link formats are
referred to as "Special Links." You will earn referral fees only with
respect to activity on our site occurring directly through Special Links; we
will not be liable to you with respect to any failure by you to use Special
Links, including to the extent that such failure may result in any reduction of
amounts that would otherwise be paid to you.
You acknowledge that, by participating in the Affiliates Program and
placing any of the above links within your site, Vital Choice may receive
information from or about visitors to your site. Your participation in the
Vitalchoice.com program constitutes your specific and unconditional consent to
and authorization for Vital Choice's use of such information, consistent with
the policies and procedures set forth in Vital Choice's Privacy Notice.
In addition, you acknowledge that we may monitor your site for the
purpose of ensuring the quality and reliability of Special Links on your site
(for example, to detect links that are broken or non-functional, links to
products that are out of stock or otherwise unavailable, etc.).
Further, you agree that you will; (a) not sell, redistribute, sublicense
or transfer any Vital Choice content; and (b) promptly delete any content that
is no longer displayed on the VitalChoice.com
site or that we notify you is no longer available for your use.
Calls to Our Call Center
After your site has been accepted into the Program, we will also
provide you with a unique Affiliate ID Code ("Affiliate ID"). Calls to our call
center referred by you pursuant to this Agreement where the customer properly
indicates the Affiliate ID are referred to as "Affiliate Calls." You
will earn referral fees with respect to order activity on our site occurring
directly through Affiliate Calls; we will not be liable to you with respect to
any failure by the customer to use the Affiliate ID, including to the extent
that such failure may result in any reduction of amounts that would otherwise
be paid to you.
Order Processing, Fulfillment, Reporting
We will process Product orders placed by customers who follow Special Links
from your site to our site or through Affiliate Calls. We reserve the right to
reject orders that do not comply with any requirements that we may establish
periodically. We will be responsible for all aspects of order processing and
fulfillment. Among other things, we will prepare order forms, process payments,
cancellations, and returns, and handle customer service. We will track sales
made to customers who purchase Products by using Special Links from your site
to our site or through Affiliate Calls and will make available to you reports
summarizing this sales activity. The form, content, and frequency of the reports
may vary from time to time in our discretion.
Referral Fees
We will pay you referral fees on Product sales made on our Site. For a Product
sale to be eligible to earn a referral fee, the customer must click-through a
Special Link from your site to our site, create a customer profile, and add the
Product to his or her shopping cart in a single session. In addition, we will
pay you a referral fee for all subsequent Product purchases made by customer
profiles created in sessions originating from the Special Link from your site. We
will only pay referral fees on such Products after order, payment and shipping
have occurred.
We will also pay you referral fees on Product sales made
through our call center. For a Product sale to be eligible to earn a referral
fee, the customer must contact us through an Affiliate Call, and complete the
order during the call. Our sales representatives are instructed to ask for the
Affiliate ID during each order. In addition, we will attempt to cross-link
customers who order Products both on the website and through the call center in
calculating your referral fees. Again, we will only pay referral fees on such
Products after order, payment and shipping have occurred.
We will not pay referral fees on any Products that are purchased
with a promotional or discount code. In addition, referral fees will not be
paid for sales to existing customer profiles, including those with a previously
established referral relationship with another affiliate. Certain Products
which have specific celebrity endorsement may also be excluded from the payment
of referral fees.
In addition, you may not: (a) in any way modify, redirect, suppress, or
substitute the operation of any button, link, or other interactive feature of
our site; (b) take any action that could reasonably cause any customer
confusion as to our relationship with you, or as to the site on which any
functions or transactions (e.g., search, order, browse, and so on) are
occurring; (c) attempt to intercept or re-direct (including, without
limitation, via user-installed software) traffic from or on, or divert referral
fees from, any web site that participates in the Program; or (d) seek to
purchase or register any keywords, search terms or other identifiers that
include the words "vital choice" or variations thereof for use in any
search engine, portal, sponsored advertising service or other search or
referral service. If we determine, in our sole discretion, that you have
engaged in any of the foregoing activities, we may (without limiting any other
rights or remedies available to us) withhold any referral fees otherwise
payable to you under this Agreement and/or terminate this Agreement.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral
fee schedules to be established by us from time to time. "Qualifying
Revenues" are revenues derived by us from sales of our Products, excluding
shipping charges.
For Qualifying Products sold to customer profiles created through Special
Links on your site or through Affiliate Calls, you will earn (subject to the
other terms of the Agreement) referral fees as follows:
8% of Qualifying Revenues from each initial order that results from
following a Special Link to VitalChoice.com
or Affiliate Call.
5% of Qualifying Revenues from each subsequent order purchased by a
customer profile created following a Special Link to VitalChoice.com
or resulting from an Affiliate Call.
Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 30 days following
the end of each month, we will either (a) send you a check for the referral
fees earned, or (b) send you a gift certificate good for purchase of Products
through our site, subject to our standard terms or conditions. We will accrue
and withhold referral fees until the total amount due is at least $25.00. In
addition, the gift certificate amount will be 110% of the referral fee determined
in the above section.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of Vital Choice. Accordingly, all Vital Choice rules, policies, and operating
procedures concerning customer orders, customer service, and product sales will
apply to those customers. We may change our policies and operating procedures
at any time. For example, we will determine the prices to be charged for
products sold under this Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time. We will use
commercially reasonable efforts to present accurate information, but we cannot
guarantee the availability or price of any particular product.
Limited License
We grant you a nonexclusive, revocable right to use the Vital Choice graphic
images and text and such other text or images for which we grant express
permission, solely for the purpose of identifying your site as a Program
participant and to assist in generating Product sales. We reserve all of our
rights in the graphic image and text, any other images, our trade names and
trademarks, and all other intellectual property rights. We may revoke your
license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. This includes:
·
the technical operation of your site and all
related equipment
·
creating and posting Product descriptions on
your site and linking those descriptions to our catalog
·
the accuracy and appropriateness of materials
posted on your site (including, among other things, all Product-related
materials)
·
ensuring that materials posted on your site do
not violate or infringe upon the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal or proprietary
rights)
·
ensuring that materials posted on your site are
not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you will indemnify
and hold us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and contents of your site.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program
application and will end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause, by giving the
other party written notice of termination. Upon the termination of this
Agreement for any reason, you will immediately cease use of, and remove from
your site, all links to our site, and all Vital Choice trademarks, trade dress,
and logos, and all other materials provided by or on behalf of us to you
pursuant hereto or in connection with the Program. You are eligible to earn
referral fees only on our sales of Products that occur during the term, and
referral fees earned through the date of termination will remain payable only
if the related orders are not canceled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the
scope of available referral fees, referral fee schedules, payment procedures,
and Program rules.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. 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 site or otherwise, that reasonably would
contradict anything in this Section.
Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement or
the Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the
Program will not exceed the total referral fees paid or payable to you under
this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to the
Program or any products sold through the Program (including, without
limitation, warranties of fitness, merchantability, noninfringement, or any
implied warranties arising out of a course of performance, dealing, or trade
usage). 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.
Arbitration
Any dispute relating in any way to this Agreement (including any actual or
alleged breach hereof), any transactions or activities under this Agreement or
your relationship with us or any of our affiliates shall be submitted to
confidential arbitration in Seattle, Washington, except that, to the extent you
have in any manner violated or threatened to violate our intellectual property
rights, we may seek injunctive or other appropriate relief in any state or
federal court in the state of Washington (and you consent to non-exclusive jurisdiction
and venue in such courts) or any other court of competent jurisdiction.
Miscellaneous
This Agreement will be governed by the laws of the United
States and the state of Washington, without reference to rules
governing choice of laws. You may not assign this Agreement, by operation of
law or otherwise, without our prior written consent. 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.
Our failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VITAL CHOICE
SEAFOOD. BY CLICKING ON THE
"APPLY" BUTTON AT THE END OF THE AFFILIATE ONLINE APPLICATION, YOU
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ
THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
Apply to the Vital Choice Affiliate
Program
