Affiliate Agreement
By filling out the signup form, you acknowledge that you have read and agree with the terms and conditions associated with this affiliate program, and that you will be bound by the terms of this agreement.
1. Enrollment in the Program
You may submit a completed Program application to begin the enrollment process ("Application"). Submission of your Application to the Verve Outdoors, Inc. Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program.
Verve Outdoors employees, family members of employees, and suppliers are not eligible to enroll in the Program.
Unsuitable Web sites include, but are not limited to, those that:
- Promote sexually explicit material;
- Promote violence or hate toward any persons or groups;
- Promote illegal activities;
- Promote alcohol, tobacco, gambling/lottery in any way;
- Promote the use of pyramid, "ponzi", or similar investment schemes;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
- Are known as "blogging sites", defined for purposes of this Agreement as sites that contain only blogging and no other form of informational content;
- Include "Verve Outdoors", "verveoutdoors", "THE Back Brace", "thebackbrace" (the name THE Back Brace is a ™ of Verve Outdoors) or variations or misspellings thereof in their domain names;
- Disparage Verve Outdoors or CCMI affiliates, or their suppliers;
- Are under construction or not live at the time of Application;
- Provide a portion of their Referral Fees to Web sites or organizations that would violate any of the above criteria.
- Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time.
- The terms of our acceptance criteria are subject to change at any time without prior notice.
- All decisions for acceptance into the Program will be made within our sole discretion.
- If your Application is not accepted, you may reapply to the Program at any time.
- As a member of the Affiliate Program, you grant Verve Outdoors, Inc. permission to distribute any email communication directly to you that it determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.
- In addition, 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"). You shall protect, defend, indemnify and hold harmless us and our parent and related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us or our parent or related entities 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 CAN-SPAM and COPPA.
2. Links on Your Website or Third Party Websites
Upon acceptance into the Program, we will make available to you Qualifying Links that are subject to the terms and conditions of this Agreement. A "Qualifying Link" is a link from a website to our Site using one of the Universal Record Locators ("URLs") or graphic links provided by verveoutdoors.com, by other means selected by us for use in the Program. All Qualifying Links must link directly and exclusively to verveoutdoors.com. Verve Outdoors must approve each and every Web site that links to our Site through a Qualifying Link. If you use a Qualifying Link to link a Web site to our Site without seeking explicit authorization, your continued use of that Qualifying Link shall be considered a breach of this Agreement. However, continued use of the Qualifying Link will nonetheless subject such Web sites to the Terms and Conditions of this Agreement.
The Qualifying Links will serve to identify you Web site as a member of the Program and will establish a link from a Web site to our Site. You also agree that you will display on the Web site containing the Qualifying Link only those logos, trade names, trademarks, graphic images and similar identifying material ("Licensed Materials") that are provided by us or, and you will substitute such images with any new materials provided by us from time to time throughout the term of this Agreement. A Web widget that is pre-approved in writing by Verve Outdoors for use on your Web site may be considered a Qualifying Link for purposes of this Agreement. Accordingly, Web widgets are subject to all of the Terms and Conditions of this Agreement that apply to Qualifying Links.
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.
3. Prohibitions
You understand and acknowledge that this Agreement is made between you and Verve Outdoors, Inc. and is solely for the purpose of allowing you to link to verveoutdoors.com.
As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:
A. General Prohibitions.
You may NOT:
- engineer any Web site containing a Qualifying Link in such a manner that pulls Internet traffic away from verveoutdoors.com;
- publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
- attempt to modify or alter verveoutdoors.com in any way;
- make any representations, either express or implied, or create an appearance that a visitor to your Web site is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to info@verveoutdoors.com;
- "scrape" or "spider" the Site or any other Web sites for content (such as images, logos or text);
- engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error
- trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a Web page that contains a Qualifying Link that directs the user to sites like verveoutdoors.com).
- employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any Web site;
- use any Trademark, or any Licensed Materials, provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale occurring on your Web site, whether or not you then have the item fulfilled through verveoutdoors.com;
- without the prior written approval of Verve Outdoors, Inc., use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Verve Outdoors, Inc. in any way that might suggest or imply or mislead or is likely to mislead a visitor to your Web site into believing that verveoutdoors.com, Verve Outdoors, Inc. or any related entity was the creator or sponsor of such advertisement;
- re-distribute Licensed Materials to Web sites which can reasonably be viewed as Verve Outdoors, Inc. competitors;
- re-distribute, display or syndicate Licensed Materials and/or Verve Outdoors, Inc.'s datafeed, including any product information set forth therein, to any third party partner, network or agency;
- employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause verveoutdoors.com's tracking systems to conclude that a user has clicked through a Qualifying Link - and to pay commissions accordingly - even if the user has not actually clicked through any such link);
- install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a Web bsite in a way that interferes with a person’s ability to view that Web site;
- display any material on a Web site containing a Qualifying Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
- without the prior written approval of Verve Outdoors, Inc., use any widgets on your website that: (a) include any Trademarks; (b) include any Licensed Materials; or (c) directly or indirectly send traffic to verveoutdoors.com;
- post, publish, link to or place a Qualifying Link on the Verve Outdoors or 100,000 Kids In The Outdoors™ Facebook Pages or Cause pages. Affiliates may only display their links on their personal Facebook pages in accordance with Facebook's policy;
- forward, redistribute, or otherwise repurpose any or all Qualifying Links to any third party;
- purchase products or services sold or promoted on verveoutdoors.com through a Qualifying Link for resale or commercial use of any kind.
4. Order Processing
We will be responsible for all aspects of order processing and fulfillment of orders placed by customers who follow your Qualifying Links to verveoutdoors.com in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. Through the LinkShare Network, you have the ability to track sales made to customers who purchase products using your Qualifying Links and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualifying Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through your Affiliate Control Panel. Verve Outdoors, Inc. is not responsible for any changes in format, timing, or types of reports available to members verveoutdoors.com's Affiliates. Verve Outdoors, Inc. will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.
5. Referral Fees
We will pay approved Affiliates Referral Fees on certain product sales to third parties generated from our Site only. For a product sale to generate a Referral Fee, the customer must
- use a browser that has its cookies setting enabled;
- follow a Qualifying Link (in the format specified by verveoutdoors.com) from a site to verveoutdoors.com;
- remit full payment to us.
We will pay referalls commissions that are actually purchased by a customer within forty five (45) days after the customer has initially entered our Site ("Referral Fee Time") as long as the customer reenters our Site directly during that time (and not through another affiliate link). We will not pay Referral Fees on any products are purchased on our Site when a customer has re-entered our Site (other than through a Qualifying Link from your Web site) after the Referral Fee Time, even if the customer previously followed a link from your Web site to our Site. Referral Fees will not be earned on products where a customer's purchase of the product derived from search results driven from free or natural search; this includes results containing Qualifying Links displayed in a search engine's free/non-paid, natural, or organic search results in response to a search query which sends customers directly to verveoutdoors.com without the customer first being sent to an affiliate site and the customer clicking on a link to arrive at verveoutdoors.com. Customer Service invoice adjustments and reorders are not eligible to earn Referral Fees unless such purchases are made through the Affiliates unique link. Products that are entitled to earn Referral Fees under the rules set forth above are hereinafter referred to as "Qualifying Products."
6. Referral Fee Schedule
You will earn Referral Fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed on our Site and excludes costs for shipping, handling, gift-wrapping, rebates, refunds, returns, chargebacks, cancellations and taxes.
In addition, we reserve the absolute right and discretion to exclude items from our Referral Fee database with prior notice to our Affiliates. Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a referral fee on any item(s) or that all items eligible for a referral fee will be paid in accordance with the Referral Fee Rates listed. You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Referral Fee Schedule, at any time. If you have any questions concerning whether a certain item is eligible for a referral fee, please contact us at affiliates@verveoutdoors.com
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Verve Outdoors, Inc. without affecting their status as your customer. Accordingly, all Verve Outdoors, Inc. rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at verveoutdoors.com. We may change our policies and operating procedures at any time consistent with applicable laws. 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. You may include current price information in your product descriptions only if such information is provided to you by verveoutdoors.com, provided that any price information must be accompanied with a statement on your Web site indicating to the user that in the event of any price difference between your Web site and Verve Outdoors, Inc., the price listed on verveoutdoors.com.com will govern. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
You may not represent yourself to be an employee, agent, associate, ProStaff Member, sales person, account executive, representative, distributor or wholesaler of Verve Outdoors, Inc. without written permission from Verve Outdoors, Inc. You hereby agree that you are an Independent Representative in nature.
8. Limited License; Restrictions
We grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualifying Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials, only as provided to you by us, or by other means selected by us, and solely for the purpose of identifying your Web site as a Program participant and to assist in generating the sale of Verve Outdoors, Inc. products.
You acknowledge that this Agreement does not provide you with any intellectual property rights, trademarks, and copyrighted material ('Licensed Materials") of Verve Outdoors, Inc., other than the limited rights contained herein. We reserve all of our rights in our Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Requirements, as those may change from time to time. We may revoke your license at any time by giving you written notice. either electronically, fascimile and/or via U.S. Mail.
9. Responsibility for Your Website or a Third Party Website on which you place a Qualifying Link ("Third Party Site")
You will be solely responsible for the development, operation, and maintenance of your Web site and for all content that appears on your Web site. For example, you will be solely responsible for:
- the technical operation of your Web site and all related equipment;
- creating and posting product descriptions on your Web site or a Third Party Site and linking those descriptions to verveoutdoors.com;
- updating product information, content and item descriptions (including, but not limited to, product price and availability) within 24 hours of any update of such product information, content and/or item description at verveoutdoors.com;
- the accuracy, timeliness and appropriateness of content posted on your Web site (including, among other things, all product-related materials);
- ensuring that materials posted on your Web site or a Third Party 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), or any term of this Agreement;
- monitoring your Web site content and the content of a Third Party Site to ensure your Web site or the Third Party Site does not publish, link to, sell or otherwise distribute Objectionable Content;
- removing any Licensed Materials and Trademarks and appropriate Trademark symbols from your Web site or a Third Party Site as soon as any Objectionable Content appears on the Web site
- notifying us of any Objectionable Content that appears or appeared on your Web site or a Third Party Site at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
- ensuring that content posted on your Web site or a Thrid Party Site is not libelous or otherwise illegal; and
- notifying us of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.
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 Web site.
10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us (five) 5 days prior written notice of termination. We may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination. You are only eligible to earn Referral Fees on sales of Qualifying Products occurring during the term, and fees earned through the date of terminati13. Relationship of Parties
As an Affiliate you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment or ProStaff 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 Web site or otherwise, that reasonably would contradict anything in this Section.on will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
11. 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. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee Schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties
As an Affiliate you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment or ProStaff 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 Web site or otherwise, that reasonably would contradict anything in this Section.
13. Indemnification
You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us and our parent or related entities from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.
14. 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. Top of page
15. 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, non-infringement, 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
17. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of Texas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Harris County, Texas 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, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
18. Publicity
You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion. Furthermore, you agree that you will not make any statements to any media outet in regards to Verve Outdoors, Inc. and its products and/or services, and will forward any Media inquires to Verve Outdoors, Inc.
19. Remedies to Verve Outdoors, Inc.
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of an action by Verve Outdoors, Inc. against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.