Edible Arrangements affiliate program
Edible Arrangements creates fresh fruit bouquets and gourmet treats perfect for celebrations, gifts, or everyday indulgence. They offer a wide variety of handcrafted arrangements, chocolate-dipped fruits, and desserts for delivery. With a focus on quality and creativity, Edible Arrangements transforms fruit into memorable experiences for any occasion. This program offers a 2-days cookie duration.
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Edible Arrangements are leaders in fresh fruit bouquets, making any occasion special with their array of irresistible products, such as chocolate dipped fruit. Their stores create magnificent, fresh arrangements to order, whether for pick-up or delivery, seven days a week. This program offers a 1-day cookie duration.
Through the Edible Arrangements CA affiliate program, your patrons will get connected to mouth-watering fruit bouquets that are made to order. This online store creates an array of irresistible products that make perfect gifts for every occasion, such as chocolate dipped fruit. This program offers a 2-day cookie duration.
Edible Arrangements® is your go-to destination for Edible® gifts that are oh-so delicious and perfect for just about any occasion! Including dipped fruit, baked goods, flowers and more!
Edible Arrangements:registered: is your go-to destination for Edible:registered: gifts that are oh-so delicious and perfect for just about any occasion! Including dipped fruit, baked goods, flowers and more!
Edible Arrangements® is your go-to destination for Edible® gifts that are oh-so delicious and perfect for just about any occasion! Including dipped fruit, baked goods, flowers and more!
AFFILIATE PROGRAM AGREEMENT
1. Edible Arrangements Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to participation by the undersigned (you or Affiliate) in the Edible Arrangements, LLC (Edible Arrangements) affiliate marketing program (the "Program"). Please read this Agreement carefully. By participating in the Program, you represent that you have read, fully understand and agree to be bound by the terms of this Agreement with Edible Arrangements. ("Edible Arrangements" or "we" or "us" or "our"). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.
2. Participation
In order to apply for to this Program, you must first sign up as an affiliate of Pepperjam and you must agree to Pepperjams Membership Agreement. You may apply to participate in the Program by providing all the information required by Pepperjam in connection with becoming a Pepperjam affiliate and by accepting the terms of this Agreement. If you apply to the program, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.
3. No Operations with Residents of The European Economic Area (EEA).
By entering into this Agreement, you represent and warrant that you do not, and shall not during the term of this Agreement, target, conduct business in, or take orders or collect data from, persons residing in the EEA, and you agree to immediately terminate your participation in the Program if you commence any such activities at any time. Further, you agree that all advertisements and promotional materials on your site regarding Edible Arrangements shall prominently state For US-based customers only.
4. Intellectual Property
Upon acceptance into the Program, Edible Arrangements grants you a limited, non-exclusive, revocable, royalty-free right to use the Intellectual Property of Edible Arrangements during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not:
· use the Intellectual Property in any manner to communicate or suggest any sponsorship or other connection between Edible Arrangements and you other than your participation in the Program,
· harm or adversely affect the Intellectual Property or the goodwill associated with the Intellectual Property,
· use our Intellectual Property or any variation or misspelling thereof, in any search engine advertising (paid or otherwise), in any metatags, Google adwords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise, or
· use the words "official site" or words to similar effect in connection with any use of our trademarks, or otherwise suggest or imply that your site is an official Edible Arrangements site or partner.
All promotional messaging and materials used by you containing Intellectual Property shall be subject to Edible Arrangements prior written approval. Except for the limited license provided in this Agreement, Edible Arrangements reserves all rights in and to the Intellectual Property and the goodwill associated therewith. All uses of the Intellectual Property by you shall inure to the benefit of the Edible Arrangements. You shall not acquire, directly or by implication, any rights or license in the Intellectual Property except as expressly provided in this Agreement. Your right to use the Intellectual Property will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, "Intellectual Property" means " Edible Arrangements," Edible, Edibles, Edible Arrangements.com, Edible Arrangements logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Edible Arrangements and its affiliates, as Edible Arrangements may from time to time notify you to be Intellectual Property within the meaning of this Agreement.
5. Website Guidelines
Your affiliate website(s) ("Your Website") may not:
· Be a non-US based website or a website that serves a non-US based audience.
· Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
· Promote alcohol, tobacco, gambling or lotteries.
· Violate any law, rule or regulation.
· Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials, promotes violence or hate toward any persons or groups.
· Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
· Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
· Mislead customers as to the products or services available on Your Website or on the Edible Arrangements website, located at www.Edible Arrangements.com (the "Edible Arrangements Site").
6. Linking To Edible Arrangements.com
Upon acceptance into the Program, links will be made available to you through the Pepperjam affiliate website to generate links from Your Website to our Edible Arrangements Site. Your acceptance in our Program means you agree to abide by the following.
· You will only use linking code obtained from the Pepperjam affiliate website without manipulation (Qualified Links). All Qualified Links must link directly and exclusively to EdibleArrangements.com.
· All domains that use your Qualified Link must be listed in your affiliate profile on the Pepperjam affiliate website. All such domains are subject to the terms and conditions of this Agreement.
· Only valid Qualifying Links will be tracked for purposes of determining Referral Fees that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program.
· You will not advertise our products on websites that you do not own, for example, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegrabber.
· Your Website will not in any way copy, resemble, or mirror the look and feel of the Edible Arrangements Site. You will also not use any means to create the impression that Your Website is the Edible Arrangements Site or any part of the Edible Arrangements Site including, without limitation, framing the Edible Arrangements Site in any manner.
· You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
· You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
· You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
· You may not use your Qualifying Links to claim commissions for your own purchases on Edible Arrangements.
You also agree to the following additional search engine advertising rules: (i) all advertisements by you must be directed to your site or a page within your site, (ii) none of your advertisements may link directly to the Edible Arrangements Site or any page within the Edible Arrangements Site, (iii) you will not show the Edible Arrangements Site URL as the URL in your ads, (iv) you will stop bidding on any keyword term at our request.
You acknowledge that, by participating in the Program and placing a link to EdibleArrangements.com (or any category page therein) on any website through use of a Qualifying Link, we may receive information from or about visitors to such website or communications between such website and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy located in the footer of the EdibleArrangements.com.
7. Pay-Per-Click ("PPC") Guidelines
If you are approved for this Program and utilize PPC advertising, you must observe our PPC guidelines.
You may not:
· Bid on any of our Intellectual Property, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo, Facebook, or any other network.
· Use our Intellectual Property, including any variations or misspellings thereof, in sequence or out of sequence with any other keyword (e.g. Edible Arrangements Coupons, Edible Fruit Arrangements).
· Use our Intellectual Property, including any variations or misspellings thereof, in your ad title, ad copy, display name or as the display URL.
· Direct link to the Edible Arrangements Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
· Bid in any manner appearing higher than Edible Arrangements for any search term in position 1-5 in any auction style PPC advertising program.
If your PPC campaigns are automated, it is your responsibility to exclude our Intellectual Property from your PPC advertising program and we strongly encourage you to add our Intellectual Property as negative keywords. We have a stringent no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Intellectual Property, you will forfeit all commissions for the greater of the past 30 days or the period of noncompliance, and your participation in the Program will be terminated immediately.
8. 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 Program or that are displayed on the Edible Arrangements Site.
· Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
9. Domain Guidelines
Using of any of our Intellectual Property as part of the domain or sub-domain (for example Edible Arrangements.website.com or www.Edible Arrangements-coupons.com) for Your Website is strictly prohibited.
10. Advertising
Upon acceptance into the Program, Edible Arrangements grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. Edible Arrangements may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
· You may only use the Promotional Materials to promote the Edible Arrangements Site (and the products available thereon), and for linking to the Edible Arrangements Site.
· You shall use only such links to the Edible Arrangements Site as are provided to you by the Edible Arrangements.
· You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials without consent from Edible Arrangements. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from Edible Arrangements for such alteration of modification.
· You shall not use the Promotional Materials to promote the Edible Arrangements Site (and the products available thereon) to customers who are not physically located in the United States.
· You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote Edible Arrangements and the Program, provided that Edible Arrangements use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Program.
11. Reversals & Communication
Edible Arrangements reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect a response from you in a timely and honest manner. Below are violations of this communication policy.
· You are not forthcoming, intentionally vague or are found to be lying.
· You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
· You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question if any of the above applies. We understand violations may result from automated processes; however it is incumbent upon you to ensure that you have the appropriate measurements and processes in place to address these issues.
12. Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Edible Arrangements and you. You shall provide services for Edible Arrangements as an independent contractor. You shall have no authority to bind Edible Arrangements to any agreement, nor shall you be considered to be an agent of Edible Arrangements in any respect.
13. Affiliate Commissions
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases.
An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by Edible Arrangements to you) to the Edible Arrangements Site and successfully completes a purchase for which Edible Arrangements receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States.
The current rates of Commission shall be set forth in your Pepperjam affiliate program located on the Pepperjam affiliate website. Edible Arrangements reserves the right to modify the Commission rate from time to time, in its sole discretion. Edible Arrangements is responsible for authorizing Commission payments and Pepperjam will be solely responsible for fulfilling and transferring all Commission payments in accordance with the Pepperjam Agreement. Edible Arrangements will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Edible Arrangements, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
14. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and our Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
15. Disclaimer, Limitation of Liability
Edible Arrangements makes no express or implied warranties or representations with respect to the Program or any Edible Products and Services sold through the Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, 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 website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EDIBLE ARRANGEMENTS BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EDIBLE ARRANGEMENTS DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH EDIBLE ARRANGEMENTS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. EDIBLE ARRANGEMENTS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF EDIBLE ARRANGEMENTS WHATSOEVER.
EDIBLE ARRANGEMENTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EDIBLE ARRANGEMENTS AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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 DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
16. Indemnification
You hereby agree to protect, defend, indemnify and hold harmless Edible Arrangements and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners (the Indemnified Parties), 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 wrongful act related in any way to your participation in the Program, (ii) your misuse of Intellectual Property, (iii) your breach of confidentiality obligations to any party, (iv) 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, (v) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (vi) any claim related to Your Website, including, without limitation, its development, operation, maintenance and content therein not attributable to us.
You shall further protect, defend, indemnify and hold harmless the Indemnified Parties from Losses, even if such claims are groundless, fraudulent or false, incurred by any Indemnified Party arising out of any content or activity by you or on Your Website or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for violations of third party intellectual property rights, and rights of privacy, including but not limited to GDPR, CAN-SPAM, COPPA, and FTC rules and regulations.
17. Confidentiality
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, including, without limitation, the terms of this Agreement, business and financial information, Edible Arrangements and vendor lists, and pricing and sales information, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Edible Arrangements. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
18. Privacy Policy
You will maintain a privacy policy on all of Your Websites that complies with all applicable laws, rules, regulations, and self-regulatory principles. The privacy policy, shall, at minimum, be linked conspicuously from all of your website home pages and any page that is used in connection with these terms, with a link that contains the word Privacy Policy, Legal, or similar language. Such privacy policy shall, in addition to the disclosures about your privacy practices, identify the collection, disclosure and use of any information of users and such other disclosures required by applicable law, rule and/or regulation and offer individuals an opportunity to exercise choice with respect to their personal information as required by any applicable law, rule or regulation including the ability for users to opt-out of the collection or use of data on any of your websites. Such privacy policy shall also provide information regarding your sharing data with us, as applicable and all information on your use of tracking devices, including cookies and web beacons. Your privacy policy will also include information about the removal of tracking devices.
19. Term and Termination
Your participation in the Program shall begin upon your acceptance as an affiliate by Edible Arrangements and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Edible Arrangements, and cease any and all use of Promotional Materials, Intellectual Property or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Except as otherwise provided herein, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Edible Arrangements reserves the right to terminate the Program at any time upon notice to you. We may withhold your final payment of Commissions for a reasonable time to ensure that all Eligible Purchases are valid and payment from referred customers are legitimate as determined by Edible Arrangements in its sole discretion.
20. Compliance
In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
CAN-SPAM and COPPA: You are bound to act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN- SPAM Act of 2003 ("CAN-SPAM") and the Children's Online Privacy and Protection Act of 1998 ("COPPA").
Section 5 of the Federal Trade Commission (FTC) Act: The FTC Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. To comply with the FTC's disclosure rules regarding endorsements, you shall include a prominent disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement, assessment or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement, and the fact that you receive compensation for Referred Customers. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.
21. Jurisdiction
This Agreement is governed by the laws of the State of Georgia, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Fulton County, Georgia with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
22. General
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Edible Arrangements, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Nonwaiver. Any failure by Edible Arrangements to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Pepperjam Agreement, the provisions of this Agreement shall prevail.
Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.
A 2% base commission is offered to you for all products not covered in
specific SKU Lists.
Once you are approved for our program, you can use the code we supply
to generate links from your site to ours. We offer you a
variety of links and link types. Use your creativity and your
knowledge of the people who come to your site to choose the types of
links that will be most appealing and most likely to invite clicks. The
more your links lead to sales on our site, the more money your site
will earn.
You may create links to our site in the form of banners, textual,
individual product, search box and store front. You may choose to use
one or many of the links we provide, or you may create your own links.
However, we will need to authorize any links that you create
independently.
Search Policy:
(b) No Keyword Purchasing. You agree that you will not purchase or bid
for the placement of our name or trademarks or any variation or
misspelling thereof within any third party search engine or portal,
including but not limited to AOL.com, Yahoo.com, MSN.com, Google.com,
ask.com and miva.com.
(c) Search Engine and Advertising Restrictions. You also agree to the
following additional search engine advertising rules: (i) all
advertisements by you must be directed to your site or a page within
your site, (ii) none of your advertisements may link directly to the
Merchant Website or any page within the Merchant Website, (iii) you
will not show the Merchant Website URL as the URL in your ads, (iv) you
will not use the words "official site" or words to similar effect in
connection with any use of our trademarks, or otherwise suggest or
imply that your site is an official Merchant site or partner, and (v)
you will stop bidding on any keyword term at our request.
If you fail to comply with any of the restrictions in this section, at
our sole discretion you forfeit any commissions or other payments
otherwise earned by you during such time that you are not in compliance.
Please refer to our Terms and Conditions for complete details of our
policies. We will contact any affiliate found to be in violation of our
terms and give at least 24 hours notice to rectify the situation.
Edible Arrangements Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") contains
the terms and conditions that apply to your participation in the Edible
Arrangements affiliate marketing program (the "Program").
Please read this Agreement carefully. By participating in the Program,
you represent that you ("Affiliate" or "you" or "your") have read,
fully understand and agree to the terms of this Agreement with Edible
Arrangements. ("Edible Arrangements" or "we" or "us" or "our"). In
addition, if this Agreement is being executed on behalf of a legal
entity, you represent and warrant that you are authorized to legally
bind that entity to this Agreement. If you do not agree to these terms,
do not participate in the Program.
1. PARTICIPATION
In order to apply for to this Program, you must first sign up as an
affiliate of EBay Enterprise Affiliate Network Exchange, a Pennsylvania
LLC ("EBay Enterprise Affiliate Network") and you must agree to EBay
Enterprise Affiliate Network Exchanges Membership Agreement (the "EBay
Enterprise Affiliate Network Agreement").
You may apply to participate in the Program by providing all the
information required by EBay Enterprise Affiliate Network in connection
with becoming a EBay Enterprise Affiliate Network affiliate and by
accepting the terms of this Agreement. If you apply to the program, we
will review your website and notify you of your acceptance or rejection
into our Program. We reserve the right to accept or reject your
application in our sole discretion; however we encourage you to contact
us if you feel we have made an incorrect decision. Including all of the
websites that you use in your profile will help us make a better
decision. If your application is accepted, you may obtain such
discounts and affiliate commissions as are offered pursuant to this
Program for so long as this Agreement is not terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:
Infringe on our or any anyone else's intellectual property, publicity,
privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory,
obscene, harmful to minors, or contain nudity, pornography or sexually
explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or
other computer programming routines that are intended to damage,
interfere with, surreptitiously intercept or expropriate any system,
data, or personal information.
Contain software or use technology that attempts to intercept, divert
or redirect Internet traffic to or from any other website, or that
potentially enables the diversion of affiliate commissions from another
website.
Mislead customers as to the products or services available on Your
Website or on the Edible Arrangements website, located at www.Edible
Arrangements.com (the "Edible Arrangements Site").
3. LINKING TO EDIBLE ARRANGEMENTS.COM
Upon acceptance into the Program, links will be made available to you
through the EBay Enterprise Affiliate Network affiliate website. Your
acceptance in our Program means you agree to abide by the following.
You will only use linking code obtained from the EBay Enterprise
Affiliate Network affiliate website without manipulation.
All domains that use your affiliate link must be listed in your
affiliate profile on the EBay Enterprise Affiliate Network affiliate
website.
Affiliates may not advertise our products on websites that they do not
own. For example, Google Product Search, Amazon, eBay or any comparison
shopping engines such as Shopzilla or Pricegrabber.
Your Website will not in any way copy, resemble, or mirror the look and
feel of the Edible Arrangements Site. You will also not use any means
to create the impression that Your Website is the Edible Arrangements
Site or any part of the Edible Arrangements Site including, without
limitation, framing the Edible Arrangements Site in any manner.
You may not engage in cookie stuffing or include pop-ups, false or
misleading links on Your Website. In addition, wherever possible, you
will not attempt to mask the referring URL information (i.e. the page
from where the click is originating).
You may not use redirects to bounce a click off of a domain from which
the click did not originate in order to give the appearance that it
came from that domain.
You may not create any links that lead the customer to a destination
site that is not clearly suggested by the content of the starting site.
You may not use your affiliate links to claim commissions for your own
purchases on Edible Arrangements.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, you
must observe our PPC guidelines. You may not:
Bid on any of our Trademarks, as defined in Section 5, including any
variations or misspellings thereof for search or content based
campaigns on Google, MSN, Yahoo or any other network.
Use our Trademarks in sequence or out of sequence with any other
keyword (e.g. Edible Arrangements Coupons, Edible Fruit Arrangements).
Use our Trademarks in your ad title, ad copy, display name or as the
display URL.
Direct link to the Edible Arrangements Site from any PPC ad or use
redirects that yield the same result. Affiliates must be directed to an
actual page on Your Website.
Bid in any manner appearing higher than Edible Arrangements for any
search term in position 1-5 in any auction style PPC advertising
program.
If your PPC campaigns are automated, it is your responsibility to
exclude our Trademarks from your PPC advertising program and we
strongly encourage you to add our Trademarks as negative keywords. We
have a stringent no tolerance policy on PPC trademark bidding. If you
engage in PPC trademark bidding that uses our Trademarks, your
participation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Edible Arrangements grants you a
limited, non-exclusive, revocable, royalty-free right to use the
Trademarks of Edible Arrangements during the term of this Agreement
solely to in connection with your participation in the Program,
provided that you shall not: (a) use the Trademarks in any manner to
communicate or suggest any sponsorship or other connection between
Edible Arrangements and you other than your participation in the
Program, and (b) harm or adversely affect the Trademarks or the
goodwill associated with the Trademarks. All promotional messaging and
materials used by you containing such Trademarks shall be subject to
the Edible Arrangementss prior written approval. Except for the
limited license provided in this Agreement, Edible Arrangements
reserves all rights in and to the Trademarks and the goodwill
associated therewith. All uses of the Trademarks by you shall inure to
the benefit of the Edible Arrangements. You shall not acquire, directly
or by implication, any rights or license in the Trademarks except as
expressly provided in this Agreement. Your right to use the Trademarks
will terminate immediately if you violates any of the terms of this
Agreement. For purposes of this Agreement, "Trademarks" means " Edible
Arrangements," "Edible Arrangements.com, "Edible Arrangements logos and
such other names, logos, trade names, trademarks, service marks, trade
dress, design marks, brands, copyrights in any designs and other
copyrightable subject matter, and other product identifiers of Edible
Arrangements as Edible Arrangements may from time to time notify you to
be Trademarks within the meaning of this Agreement.
6. 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 Program or that are displayed on the Edible Arrangements Site.
Coupons must be displayed in their entirety with the full offer, valid
expiration date and code.
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (for
example Edible Arrangements.website.com or www.Edible
Arrangements-coupons.com) for Your Website is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Edible Arrangements grants to you a
nonexclusive, nontransferable license (the "License") to use certain
banner advertisements, button links, text links, and/or other graphic
or textual material (the "Promotional Materials") for display and use
on Your Website. The term of the License shall expire upon the
expiration or termination of this Agreement. You may not subcontract,
assign, resell, lease, or sublicense any part of your participation in
the Program or run a sub-affiliate program. Edible Arrangements may
make Promotional Materials available to you to display and use on Your
Website provided that the manner of display complies with the following
requirements:
You may only use the Promotional Materials to promote the Edible
Arrangements Site (and the products available thereon), and for linking
to the Edible Arrangements Site.
You shall use only such links to the Edible Arrangements Site as are
provided to you by the Edible Arrangements.
You shall not alter, add to, subtract from, or otherwise modify the
Promotional Materials as they are prepared by Edible Arrangements
without consent from Edible Arrangements. If you wish to alter or
otherwise modify the Promotional Materials, you must obtain prior
written consent from Edible Arrangements for such alteration of
modification.
You shall not use the Promotional Materials to promote the Edible
Arrangements Site (and the products available thereon) to customers who
are not physically located in Canada.
9. REVERSALS & COMMUNICATION
Edible Arrangements reserves the right to reverse orders due to order
cancellations, duplicate tracking, returns, disputed charges, and
violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on
any orders or clicks that we suspect may be in violation of this
Agreement, we expect a response from you in a timely and honest manner.
Below are violations of this communication policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after
multiple attempts to contact with information listed in your network
profile.
You cannot substantiate or validate the source of your traffic to our
Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or
suspend you from the Program for the period or orders in question if
any of the above applies. We understand many violations are a result of
automated processes; however it is incumbent upon you to ensure that
you have the appropriate measurements and processes in place to address
these issues.
10. INTELLECTUAL PROPERTY
Edible Arrangements retains all right, title, ownership, and interest
in the Promotional Materials and Trademarks, including any and all
copyright, trademark, or other intellectual property rights therein.
Nothing in this Agreement shall be construed to grant you any right,
title or ownership in the Promotional Materials, or in the underlying
intellectual property, other than the right to use the Promotional
Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment
relationship, agency relationship, or partnership between Edible
Arrangements and you. You shall provide services for Edible
Arrangements as an independent contractor. You shall have no authority
to bind Edible Arrangements to any agreement, nor shall you be
considered to be an agent of Edible Arrangements in any respect.
12. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an
affiliate commission (the "Commission") for the successful completion
of Eligible Purchases. An "Eligible Purchase" occurs when a customer
(not you) clicks-through the link (supplied by Edible Arrangements to
you) to the Edible Arrangements Site and successfully completes a
purchase for which Edible Arrangements receives and retains payment. To
be an Eligible Purchase, the sale must be completed by a customer that
is physically located in the Canada. The current rates of Commission
shall be set forth in your EBay Enterprise Affiliate Network affiliate
program located on the EBay Enterprise Affiliate Network affiliate
website. Edible Arrangements reserves the right to modify the
Commission rate from time to time, in its sole discretion. Edible
Arrangements is responsible for authorizing Commission payments and
EBay Enterprise Affiliate Network will be solely responsible for
fulfilling and transferring all Commission payments in accordance with
the EBay Enterprise Affiliate Network Agreement. Edible Arrangements
will be entitled to withhold, deduct and set off from any payments to
be made to you hereunder any sums owed by you to Edible Arrangements,
whether in connection with this Agreement (including any breach hereof
by you) or otherwise.
13. AFFILIATE STATE LIMITATIONS
Due to local state tax laws, we unfortunately are not accepting
affiliates residing in Arkansas, Colorado, Connecticut, Illinois, North
Carolina, Rhode Island and Vermont. If at any time following your
enrollment in the Program you become a resident of Arkansas, Colorado,
Connecticut, Illinois, North Carolina, Rhode Island or Vermont you will
become ineligible to participate in the Program and your participation
in the Program will automatically terminate, on the date you establish
residency in that State. In addition, you must promptly notify us in
writing of your Arkansas, Colorado, Connecticut, Illinois, North
Carolina, Rhode Island or Vermont residency, which you may do via the
EBay Enterprise Affiliate Network affiliate website.
14. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO
THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER
NO CIRCUMSTANCES SHALL EDIBLE ARRANGEMENTS BE LIABLE TO YOU UNDER THESE
TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS
OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL EDIBLE ARRANGEMENTSS LIABILITY TO YOU
OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. EDIBLE ARRANGEMENTS DOES NOT
WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL
PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED
Edible Arrangements Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") contains
the terms and conditions that apply to your participation in the Edible
Arrangements affiliate marketing program (the "Program").
Please read this Agreement carefully. By participating in the Program,
you represent that you ("Affiliate" or "you" or "your") have read,
fully understand and agree to the terms of this Agreement with Edible
Arrangements. ("Edible Arrangements" or "we" or "us" or "our"). In
addition, if this Agreement is being executed on behalf of a legal
entity, you represent and warrant that you are authorized to legally
bind that entity to this Agreement. If you do not agree to these terms,
do not participate in the Program.
1. PARTICIPATION
In order to apply for to this Program, you must first sign up as an
affiliate of EBay Enterprise Affiliate Network Exchange, a Pennsylvania
LLC ("EBay Enterprise Affiliate Network") and you must agree to EBay
Enterprise Affiliate Network Exchanges Membership Agreement (the "EBay
Enterprise Affiliate Network Agreement").
You may apply to participate in the Program by providing all the
information required by EBay Enterprise Affiliate Network in connection
with becoming a EBay Enterprise Affiliate Network affiliate and by
accepting the terms of this Agreement. If you apply to the program, we
will review your website and notify you of your acceptance or rejection
into our Program. We reserve the right to accept or reject your
application in our sole discretion; however we encourage you to contact
us if you feel we have made an incorrect decision. Including all of the
websites that you use in your profile will help us make a better
decision. If your application is accepted, you may obtain such
discounts and affiliate commissions as are offered pursuant to this
Program for so long as this Agreement is not terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:
Infringe on our or any anyone else's intellectual property, publicity,
privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory,
obscene, harmful to minors, or contain nudity, pornography or sexually
explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or
other computer programming routines that are intended to damage,
interfere with, surreptitiously intercept or expropriate any system,
data, or personal information.
Contain software or use technology that attempts to intercept, divert
or redirect Internet traffic to or from any other website, or that
potentially enables the diversion of affiliate commissions from another
website.
Mislead customers as to the products or services available on Your
Website or on the Edible Arrangements website, located at www.Edible
Arrangements.com (the "Edible Arrangements Site").
3. LINKING TO EDIBLE ARRANGEMENTS.COM
Upon acceptance into the Program, links will be made available to you
through the EBay Enterprise Affiliate Network affiliate website. Your
acceptance in our Program means you agree to abide by the following.
You will only use linking code obtained from the EBay Enterprise
Affiliate Network affiliate website without manipulation.
All domains that use your affiliate link must be listed in your
affiliate profile on the EBay Enterprise Affiliate Network affiliate
website.
Affiliates may not advertise our products on websites that they do not
own. For example, Google Product Search, Amazon, eBay or any comparison
shopping engines such as Shopzilla or Pricegrabber.
Your Website will not in any way copy, resemble, or mirror the look and
feel of the Edible Arrangements Site. You will also not use any means
to create the impression that Your Website is the Edible Arrangements
Site or any part of the Edible Arrangements Site including, without
limitation, framing the Edible Arrangements Site in any manner.
You may not engage in cookie stuffing or include pop-ups, false or
misleading links on Your Website. In addition, wherever possible, you
will not attempt to mask the referring URL information (i.e. the page
from where the click is originating).
You may not use redirects to bounce a click off of a domain from which
the click did not originate in order to give the appearance that it
came from that domain.
You may not create any links that lead the customer to a destination
site that is not clearly suggested by the content of the starting site.
You may not use your affiliate links to claim commissions for your own
purchases on Edible Arrangements.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, you
must observe our PPC guidelines. You may not:
Bid on any of our Trademarks, as defined in Section 5, including any
variations or misspellings thereof for search or content based
campaigns on Google, MSN, Yahoo or any other network.
Use our Trademarks in sequence or out of sequence with any other
keyword (e.g. Edible Arrangements Coupons, Edible Fruit Arrangements).
Use our Trademarks in your ad title, ad copy, display name or as the
display URL.
Direct link to the Edible Arrangements Site from any PPC ad or use
redirects that yield the same result. Affiliates must be directed to an
actual page on Your Website.
Bid in any manner appearing higher than Edible Arrangements for any
search term in position 1-5 in any auction style PPC advertising
program.
If your PPC campaigns are automated, it is your responsibility to
exclude our Trademarks from your PPC advertising program and we
strongly encourage you to add our Trademarks as negative keywords. We
have a stringent no tolerance policy on PPC trademark bidding. If you
engage in PPC trademark bidding that uses our Trademarks, your
participation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Edible Arrangements grants
you a limited, non-exclusive, revocable, royalty-free right to use the
Trademarks of Edible Arrangements during the term of this Agreement
solely to in connection with your participation in the Program,
provided that you shall not: (a) use the Trademarks in any manner to
communicate or suggest any sponsorship or other connection between
Edible Arrangements and you other than your participation in the
Program, and (b) harm or adversely affect the Trademarks or the
goodwill associated with the Trademarks. All promotional messaging and
materials used by you containing such Trademarks shall be subject to
the Edible Arrangementss prior written approval. Except for the
limited license provided in this Agreement, Edible Arrangements
reserves all rights in and to the Trademarks and the goodwill
associated therewith. All uses of the Trademarks by you shall inure to
the benefit of the Edible Arrangements. You shall not acquire, directly
or by implication, any rights or license in the Trademarks except as
expressly provided in this Agreement. Your right to use the Trademarks
will terminate immediately if you violates any of the terms of this
Agreement. For purposes of this Agreement, "Trademarks" means " Edible
Arrangements," "Edible Arrangements.com, "Edible Arrangements logos and
such other names, logos, trade names, trademarks, service marks, trade
dress, design marks, brands, copyrights in any designs and other
copyrightable subject matter, and other product identifiers of Edible
Arrangements as Edible Arrangements may from time to time notify you to
be Trademarks within the meaning of this Agreement.
6. 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 Program or that are displayed on the Edible Arrangements Site.
Coupons must be displayed in their entirety with the full offer, valid
expiration date and code.
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (for
example Edible Arrangements.website.com or www.Edible
Arrangements-coupons.com) for Your Website is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Edible Arrangements grants to you a
nonexclusive, nontransferable license (the "License") to use certain
banner advertisements, button links, text links, and/or other graphic
or textual material (the "Promotional Materials") for display and use
on Your Website. The term of the License shall expire upon the
expiration or termination of this Agreement. You may not subcontract,
assign, resell, lease, or sublicense any part of your participation in
the Program or run a sub-affiliate program. Edible Arrangements may
make Promotional Materials available to you to display and use on Your
Website provided that the manner of display complies with the following
requirements:
You may only use the Promotional Materials to promote the Edible
Arrangements Site (and the products available thereon), and for linking
to the Edible Arrangements Site.
You shall use only such links to the Edible Arrangements Site as are
provided to you by the Edible Arrangements.
You shall not alter, add to, subtract from, or otherwise modify the
Promotional Materials as they are prepared by Edible Arrangements
without consent from Edible Arrangements. If you wish to alter or
otherwise modify the Promotional Materials, you must obtain prior
written consent from Edible Arrangements for such alteration of
modification.
You shall not use the Promotional Materials to promote the Edible
Arrangements Site (and the products available thereon) to customers who
are not physically located in Canada.
9. REVERSALS & COMMUNICATION
Edible Arrangements reserves the right to reverse orders due to order
cancellations, duplicate tracking, returns, disputed charges, and
violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on
any orders or clicks that we suspect may be in violation of this
Agreement, we expect a response from you in a timely and honest manner.
Below are violations of this communication policy.
You are not forthcoming, intentionally vague or are found to
be lying.
You are not responsive within a reasonable time period and after
multiple attempts to contact with information listed in your network
profile.
You cannot substantiate or validate the source of your traffic to our
Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or
suspend you from the Program for the period or orders in question if
any of the above applies. We understand many violations are a result of
automated processes; however it is incumbent upon you to ensure that
you have the appropriate measurements and processes in place to address
these issues.
10. INTELLECTUAL PROPERTY
Edible Arrangements retains all right, title, ownership, and interest
in the Promotional Materials and Trademarks, including any and all
copyright, trademark, or other intellectual property rights therein.
Nothing in this Agreement shall be construed to grant you any right,
title or ownership in the Promotional Materials, or in the underlying
intellectual property, other than the right to use the Promotional
Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment
relationship, agency relationship, or partnership between Edible
Arrangements and you. You shall provide services for Edible
Arrangements as an independent contractor. You shall have no authority
to bind Edible Arrangements to any agreement, nor shall you be
considered to be an agent of Edible Arrangements in any respect.
12. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to
receive an affiliate commission (the "Commission") for the successful
completion of Eligible Purchases. An "Eligible Purchase" occurs when a
customer (not you) clicks-through the link (supplied by Edible
Arrangements to you) to the Edible Arrangements Site and successfully
completes a purchase for which Edible Arrangements receives and retains
payment. To be an Eligible Purchase, the sale must be completed by a
customer that is physically located in the Canada. The current rates of
Commission shall be set forth in your EBay Enterprise Affiliate Network
affiliate program located on the EBay Enterprise Affiliate Network
affiliate website. Edible Arrangements reserves the right to modify the
Commission rate from time to time, in its sole discretion. Edible
Arrangements is responsible for authorizing Commission payments and
EBay Enterprise Affiliate Network will be solely responsible for
fulfilling and transferring all Commission payments in accordance with
the EBay Enterprise Affiliate Network Agreement. Edible Arrangements
will be entitled to withhold, deduct and set off from any payments to
be made to you hereunder any sums owed by you to Edible Arrangements,
whether in connection with this Agreement (including any breach hereof
by you) or otherwise.
13. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES
RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS
AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EDIBLE ARRANGEMENTS BE LIABLE
TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT,
PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE
OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED
WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EDIBLE
ARRANGEMENTSS LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR
RELATED TO THE PROGRAM OR 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.
EDIBLE ARRANGEMENTS DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF
PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL
MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY
WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART
OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH EDIBLE ARRANGEMENTS WOULD
NOT HAVE ENTERED INTO THIS AGREEMENT. EDIBLE ARRANGEMENTS DISCLAIMS ALL
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY
LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO
REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT
LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR
PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL
BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF
EDIBLE ARRANGEMENTS WHATSOEVER.
14. INDEMNIFICATION
YOU SHALL INDEMNIFY AND HOLD HARMLESS EDIBLE ARRANGEMENTS FROM ANY
CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT
OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE
PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND
HOLD HARMLESS EDIBLE ARRANGEMENTS FROM ANY DAMAGE, LOSS OR OTHER COST
ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR
PROMOTIONAL MATERIALS.
15. CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation
in the Program, which information is not available to the general
public, shall be considered to be "Confidential Information." You may
not disclose any Confidential Information to any person or entity,
except where compelled by law, unless you obtain prior written consent
for such disclosure from Edible Arrangements. You shall not use any
Confidential Information except to the extent necessary to fulfill the
purposes of this Agreement.
16. TERMINATION
Your participation in the Program shall begin upon your acceptance as
an affiliate by Edible Arrangements and shall end when terminated by
either party. Either party may terminate such status at any time, with
or without cause. Upon termination, all licenses granted to you
pursuant to the Program shall cease and you shall use best efforts to
immediately remove all codes and links, references on Your Website
regarding Edible Arrangements, and cease any and all use of Promotional
Materials, Trademarks or any other trade or service marks, trade names
or any other items received through or used in connection with such
Program. Subject to Section 13, upon the termination of your
participation in the Program for any reason, you will be entitled to
receive Commissions only on Eligible Purchases that occurred prior to
such termination. Edible Arrangements reserves the right to terminate
the Program at any time upon notice to you.
17. MODIFICATION
We may modify these terms and conditions at any time, at our sole
discretion. If you disagree with any modification, your only recourse
is to terminate this Agreement. You agree that, if you continue to
participate in the Program following a posted modification, your
continued participation represents acceptance of the revised term.
18. COMPLIANCE
In connection with your participation in this Program, you will comply
with all applicable laws, rules and regulations, including but not
limited to the following laws, rules and regulations governing
marketing and promotions:
The CAN-SPAM Act of 2003
Section 5 of the FTC Act
The FTC's disclosure rules regarding endorsements
To comply with the FTC's disclosure rules regarding
endorsements, you shall include a disclosure statement within any and
all pages/posts where affiliate links for the Program are posted as an
endorsement or review, and where it is not clear that the link is a
paid advertisement. This disclosure statement should be clear and
concise, stating that we are compensating you for your review or
endorsement. If you received the product for free from us or from our
designated affiliate management team for review, this also must be
clearly stated in your disclosure.
19. JURISDICTION
This Agreement is governed by the laws of the State of Connecticut,
without regard to its choice of law principles. You hereby irrevocably
consent to jurisdiction of the state and federal courts located in
Connecticut, Connecticut with respect to any proceeding regarding this
Agreement. You will not prosecute any action, suit, proceeding or claim
arising under or by reason of this Agreement except in such courts.
20. GENERAL
a)
Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, the
remainder of this Agreement will remain in full force and effect.
b)
Assignment. You may not assign this Agreement or any of its rights
under this Agreement without the prior written consent of Edible
Arrangements, and any attempted assignment without such consent shall
be void. Subject to the foregoing restriction, this Agreement will be
fully binding upon, inure to the benefit of, and be enforceable by us
and our respective successors and assigns.
c)
Nonwaiver. Any failure by Edible Arrangements to insist upon or enforce
performance by you of any of the provisions of this Agreement or to
exercise any rights or remedies under this Agreement or otherwise by
law will not be construed as a waiver or relinquishment of any right to
assert or rely upon the provision, right or remedy in that or any other
instance; rather, the provision, right or remedy will be and remain in
full force and effect.
d) Relation
to Other Agreements. In the event of any conflict or inconsistency
between this Agreement and the EBay Enterprise Affiliate Network
Agreement, the provisions of this Agreement shall prevail.
e) Entire
Agreement. This Agreement sets forth our entire agreement with respect
to your participation in the Program.
"AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE
DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT,
WITHOUT WHICH EDIBLE ARRANGEMENTS WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT. EDIBLE ARRANGEMENTS DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED, OR STATUTORY (TO THE EXTEN