This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliates Network of ATasteOfTheSouth.com, and the establishment of links from your affiliate website to our website "ATasteOfTheSouth.com."
1. Enrollment in the Affiliate Network:
First, you need to submit a complete Affiliate Network application. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Network for any reason. If we reject your application, you are welcome to reapply to the Affiliate Network at any time.
2. Promotion of Our Affiliate Relationship:
As an Affiliate Site, we will make available to you A Taste Of The South Links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") and banners, which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours.
3. Our Responsibilities:
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
4. Other Responsibilities and Opportunities of Affiliate Sites:
5. Commission Determination:
The purchase price of gift items will count toward the total sales during the calendar month in which such gift items are sold. Only gift items that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commission rates will vary based upon the volume of sales made on your site:
6. Commission Payment:
7. Reports of Sales:
You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
8. Your Responsibilities:
You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.
9. Policies and Pricing:
Customers who buy gift items through the Affiliate Network will be deemed to be customers of ATasteOfTheSouth.com, Inc. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and 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 gift items sold under the Affiliate Network in accordance with our own pricing policies. Gift items prices and availability may vary from time to time. Because price changes may affect gift items that you already have listed on your site, you should not include price information in your gift items descriptions.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.
11. Licenses and Use of the ATasteOfTheSouth.com Logos and Trademarks:
12. Obligations Regarding Your Site:
13. Term of the Agreement:
The term of this Agreement will begin upon our acceptance of your Affiliate Network 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. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related gift items orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Network rules. If any modification is unacceptable to you, your recourse is to terminate this agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
15. Relationship of Parties:
You and ATasteOfTheSouth.com, Inc., 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.
We make no express or implied warranties or representations with respect to the Affiliate Network or any gift items sold through the Affiliate Network (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of 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.
17. Representations and Warranties:
You hereby represent and warrant to us as follows:
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
19. 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 Affiliate Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Network will not exceed the total commission fees paid or payable to you under this Agreement.
You hereby agree to indemnify and hold harmless ATasteOfTheSouth.com, Inc., 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.
21. Independent Investigation:
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
22. Governing Law:
This Agreement will be governed by the laws of the United States and the state of South Carolina , without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the county of Ritchland , and you irrevocably consent to the jurisdiction of such courts. 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 and 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 a provision or any other provision of this Agreement.