1. Effectiveness and Term
This Agreement is in effect from the date that an electronic application to participate in the program is received from the Affiliate, unless CBD Hemp Oil finds cause to deny the Affiliate’s application for any reason, in which case the agreement will be deemed void. The participation of any Affiliate in the program is subject to approval by CBD Hemp Oil. We reserve the right to revoke or refuse participation in the program to any Affiliate at any time, regardless of whether cause is given. It is the Affiliate’s responsibility to maintain and keep up-to-date all information provided to CBD Hemp Oil at the application stage, thus ensuring that CBD Hemp Oil remains complaint with all applicable laws.
We reserve the right to terminate this agreement, and the Affiliate’s participation in the program for any reason, and at any time. Termination is immediately effective on the date that notice of termination is given. The Affiliate is no longer entitled to receive compensation from us as of the termination date.
3. Intellectual Property
We (CBD Hemp Oil) grant you (the Affiliate) a non-transferable, non-exclusive limited license and right solely to make use of the intellectual properties and trademarks necessary for you to provide the services detailed herein (termed the “IP”).
3.1 This Agreement does not grant the Affiliate any rights, interests or title in or to any of the IP. It permits the Affiliate only to use the IP for the purposes specified herein. The Affiliate accepts and agrees that the IP, along with any goodwill associated with said IP whether existing in the present or the future, remains the property of CBD Hemp Oil and/or it assignees or licensors. The Affiliate acknowledges that they have no ownership rights to the IP whatsoever.
3.2 The Affiliate will, during the term of the agreement, provide reasonable opportunity to CBD Hemp Oil to monitor, inspect and assess the Affiliate’s activities, and provide CBD Hemp Oil with samples of all marketing, advertising and sales material containing the IP, so that CBD Hemp Oil may ensure that all such usage of the IP is performed in accordance with their own instructions and standards.
3.3 The termination or expiration of this agreement automatically and instantly terminates every license or sub-license granted to the Affiliate under the terms of the Agreement, without prior notice. The Affiliate confirms that upon such expiry or termination, they shall immediately cease all usage of the IP for any purpose.
3.4 Affiliates are bound by all effective federal and state consumer protection law and regulation. This includes the Federal Trade Commission Act and the CAN-SPAM Act. As per the FTC, “when there exists a connection between the endorser and the seller of the advertised product, it is imperative that such a connection is fully disclosed”. We strongly advise that all Affiliates abide by FTC rules. We may terminate our agreement with any Affiliate found to be non-compliant, and reserve the right to do so.
4. Policy Compliance
Affiliate Ads must adhere to and comply with CBD Hemp Oil’s methods of marketing and sales, and approved advertising content. Any sales generated by Ads found to be in violation of this Agreement’s terms, or of any laws, or of CBD Hemp Oil’s approved sales and marketing methods or creative, will result in compensation not being paid to the Affiliate. The Affiliate agrees that they shall defend, hold harmless and indemnify CBD Hemp Oil from and against any complaints, claims, investigations or lawsuits arising from any such violation, or claimed violation. We are not responsible for the approval of any Ads. The responsibility of compliance rests solely with the Affiliate, and as such the Affiliate warrants and represents that they shall have all Ads reviewed to ensure compliance. The Affiliate warrants and represents that they shall not make use of cost-per-action or other ad networks to conduct the sale of CBD Hemp Oil’s services or products.
5. Prohibitions and Requirements
Ads created by the Affiliate to promote our services and products are subject to restrictions and requirements, as per the following:-
5.1 Ads may not feature content that is misleading, deceptive, untruthful, or otherwise non-compliant with any state or federal consumer protection guidelines, regulations or laws.
5.2 Ads may not promote or feature any link to sexually explicit material, profanity, hateful content, defamatory or libellous materials, material promoting violence, degrading content, racist, sexist or religion-based discrimination, discrimination based on disability, nationality, gender, sexual orientation, family status, age, or any other content which we deem to be harmful, unsuitable or otherwise harmful to our reputation. Such judgment is at our own discretion.
5.3 Ads may not tie to, promote, or make reference to any illegal activity including without limitation promotion of hacking, software piracy, illegal substances or gambling.
5.4 Ads may not label themselves as an ‘official’ endorsement, website or advertisement of CBD Hemp Oil, its products or its services, nor contain any designation suggesting any such official status.
5.5 Ads may not infringe upon the publicity rights, personal rights, copyrights, trademarks, service marks, patent rights, logos, trade dress, rights to publicity or any other intellectual property (termed “Marks”) of any Third Parties or individual Third Party.
5.6 Ads may not suggest, infer or use an endorsement from any person or entity, living or not or famous or not, without written consent being received from said person or entity.
5.7 Ads may not promote any activity generally understood to be internet disruption or abuse, including without limitation spamming.
6. Compliance Monitoring.
We audit the Ads of every Affiliate on a regular, ongoing basis. Notwithstanding that, we are not obliged to monitor the Ads of any Affiliate, and cannot be held responsible for the failure of an Affiliate to comply with the terms of this Agreement. If CBD Hemp Oil decides, at its sole discretion, that an Affiliate has violated this Agreement, the Affiliate’s account will be terminated and removed from the program, without compensation being issued.
7.1 We will pay to the Affiliate a commission (termed “Commission”), based on a percentage of the stated price for all sales of products made to consumers arising from the distribution or dissemination of Affiliate Ads. We reserve the right to exclude returns, chargebacks, refunds and any other such charge relating to the sale of products from the total Commission paid. A full list of our products, and Commission applicable to them, is available by emailing email@example.com. We reserve the right to amend the percentage of Commission payable to an Affiliate for product sales for any or no reason at any time. If the Affiliate has made sales at a discounted or reduced price, Commission will be paid based on the discounted or reduced price. Any product purchased by an Affiliate for personal use is not eligible to attract Commission. Affiliates can track all Commission-eligible sales by logging in to their account, once the registration process is complete.
7.2 We calculate Commission payments due to Affiliates on a monthly basis, and these payments are based on sales made from the first day of the month to the last day of the month (termed the “Reporting Period”). The payment will be made within a period of 30 days from the end of the applicable Reporting Period and approval of the invoice. Payment will only be made when the total Commission due is in excess of $100. If you have queries regarding Commission, or wish to dispute the accuracy of our reports relating to Commission-eligible sales, you must email us within a period of five (5) days of the end of the Reporting Period in question.
7.3 The affiliate must send an invoice each month to his affiliate manager and receive a confirmation that the invoice is correct and match our data.
8. LIABILITY LIMITATION & WARRANTY DISCLAIMER
CBD Hemp Oil provides the program on an “as available” and “as is” basis, without making warranties of any kind. To the fullest extent permitted by all applicable laws, we fully disclaim any and all guarantees, representations, warranties, statements, promises, conditions, estimates or any other inducement whether implied, express, written, oral or otherwise communicated, other than as set forth expressly herein. We offer no guarantee or warranty for commission rates, conversion rates, sales, Ad response rates, ability to convert enquiries or responses to sales, or other aspects related to performance. All CBD Hemp Oil services are contingent on our ability to obtain the necessary communications and internet access. We cannot be held responsible for any delay or loss caused by accident, war, force majeure, system failure, embargo, or any circumstance which is outside of CBD Hemp Oil’s control. We expressly and specifically disclaim any implied warranty including but not limited to the warranty of fitness for a particular purpose, the warranty of merchantability, warranty of title and warranty of non-infringement.
There are no circumstances under which CBD Hemp Oil can be made liable to any Affiliate for incidental, direct, indirect, special, consequential or exemplary damages (even if we have been advised that such damages were possible) which may arise from any aspect of the relationship between CBD Hemp Oil and any Affiliate. In any event, CBD Hemp Oil will not be liable to any Affiliate for a sum of more than the amount paid to such Affiliate hereunder. No suit, proceeding or action can be brought against CBD Hemp Oil if a period of one year or more has elapsed beyond the date of any event giving rise to such suit, proceeding or action.
You confirm and agree that you shall hold harmless, indemnify and defend CBD Hemp Oil and its directors, officers, affiliates, subsidiaries, agents, partners, employees, members, shareholders and any other owners against all and any claims, actions, demands, damages, losses, liabilities, judgments, expenses, settlements and costs (including reasonable attorney’s fees) (the foregoing all hereafter termed as “Losses”), insofar as said Losses occur or arise from a) a claim that our usage of an Affiliate’s trademarks infringes upon a trademark, trade name, copyright, license, intellectual property, service mark or any such proprietary rights of any third party individual or entity, b) any false representation or misrepresentation of warranty, or breach of covenant or agreement made by you, or c) any claim connected to or arising from your website, including but not limited to content therein that cannot be attributed to us, or d) the loss or closure of any social media platform, such as Facebook, Instagram or Twitter.
9. Miscellaneous Provisions.
9.1 Assignment. This Agreement is binding upon both signatory parties, their subsidiaries, and any respective successors and assigns, provided that neither party assign any right or privilege described herein without obtaining the prior written agreement of the other part, unless there is a successor in ownership by way of acquisition, merger or similar, of all or the majority of all assets belonging to the assigning party, and in which the successor assumes in writing the responsibilities and obligations detailed within this Agreement belonging to the assigning party. Any other such attempt at assignment shall be deemed as null and void.
9.2 Mutual Representations. All signatory parties warrant and represent that they possess the authority to enter this Agreement, and also possess sufficient rights to grant the licenses detailed herein, and that they have also obtained any license, authority, consent or permit that may be required to perform the duties and obligations outlined within the Agreement, and to conduct their business.
9.3 Severability. In the event that any portion of this Agreement is deemed to be unenforceable, ineffective or illegal, any such decision does not negate the validity of the remaining portions.
9.4 Disputes. The Affiliate acknowledges and agrees that CBD Hemp Oil have the sole purview to resolve any dispute between the Affiliate and CBD Hemp Oil. Any such resolution will be final.
9.5 Notices. Any notices must be sent via email to firstname.lastname@example.org
2. PROVISION OF INFORMATION In order to enable the Advertiser to create and promulgate appropriate advertisements the Company agrees to provide the Advertiser with:
2.1 An executive summary of the Company and its area of operation.
2.2 A detailed description of the product or services being advertised including information relevant to advertising such as cost, payment means, refund policy etc.
2.3 An indication of the intended purpose of advertising (whether to promote a given product or service or raise brand or product awareness or both).
2.4 A detailed budget for advertising.
The performance by the Advertiser of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.
OBLIGATIONS OF THE ADVERTISER It is agreed that:
3.1.The Advertiser may use the following means to promote the products or services of the Company as agreed between the Parties from time to time:
3.1.2 Text Ads
3.1.3 Image Ads
3.1.4 PPC Ads
3.1.5 PPV Ads
3.1.6 Social Media Advertising
3.1.8 Viral Advertising
3.1.9 Video Advertising
3.1.10 Radio Advertising
3.1.11 TV Advertising
3.1.12 Magazine Advertising
3.1.13 Billboard Advertising
3.1.14 Word of Mouth Advertising
3.2 The Advertiser is expressly prohibited from using the following means to promote the products or services of the Company:
3.2.1 Spam advertising of any kind
3.2.2 Bonus Offers that were not approved by the Company
3.2.3 False statements regarding health benefits of the CBD or FDA approval.
3.4 the Advertiser agrees that it will surrender to the Company the following items on the termination of this Advertising Agreement:
3.4.1 Full details of all traffic received or directed under the campaign including Google Analytics information or similar.
4. FEES In consideration of its services the Company agrees to pay the Advertiser a fee according to what was agreed.
5. DURATION This Advertising Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:
5.1 the failure of the Company to pay any fees due under this Agreement within 60 (sixty) days of them falling due provided that such delay was not expressly agreed between the Parties.
5.2 The provision of 14 (fourteen) days’ notice in writing by either Party.
5.3 The passing of one calendar year.
6. WARRANTIES AND INDEMNITIES It is agreed that:
6.1 Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.
6.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.
6.3 The Advertiser warrants that he/she will use only those means of advertising approved by the Company and listed in clause 3.1 and the Advertiser undertakes not to use any other means of advertising without the prior written approval of the Company and such approval shall constitute a variation pursuant to clause 9.
6.4 Where the Advertiser is holding or otherwise controlling an advertising Budget he/she undertakes to use this Budget in its entirety for advertising and not for any other purpose and to return any unused Budget at the termination of this Advertising Agreement.
6.5 The Advertiser undertakes to pause or stop all advertising on the express instruction of the Company in writing.
6.6 The Company undertakes to pay all Fees promptly and not to unreasonably withhold payment.
6.7 The Advertiser warrants that he/she will use only a) material expressly authorised by the Company or b) entirely original material and will not infringe the copyright of any third-party.
6.8 The Advertiser warrants the he/she will not use any false or misleading statements in their advertisements whether by statement, act, omission or implication.
6.9 The Advertiser warrants that he/she will not use any vulgar, offensive or disreputable means of advertising.
6.10 The Advertiser agrees to indemnify and keep indemnified the Company against any and all losses howsoever arising as a result of a breach of clause 6.7, clause 6.8 or clause 6.9.
6.11 The Advertiser acknowledges that he/she does not have the right to bind the Company.
6.12 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.
6.13 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.
6.14 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
6.15 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 11.
7. CONFIDENTIALITY It is agreed that:
7.1 The Advertiser shall ensure that any confidential information or material which is obtained during the scope of this Advertising Agreement or in negotiation thereof is kept confidential including but not limited to the details of the means of advertising and the commission due or received under this Advertising Agreement.
7.2 The Company shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third-parties.
7.3 The Advertiser undertakes that he shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.
7.4 The terms of clauses 7.1, 7.2, 7.3 shall apply indefinitely notwithstanding the termination of this Advertising Agreement.
8. VARIATION Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.
9. NOTICES Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.
10. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:
10.1 The Advertising Agreement is made under the exclusive jurisdiction of the laws of USA.
10.2 Disputes under this Advertising Agreement shall be subject to the exclusive jurisdiction of the courts of USA.
10.3 Notwithstanding the terms of 10.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.