WILDWOOD BEND AFFILIATE PROGRAM AGREEMENTS

  1. Payout Details: Default payout 5% of online sale amount, excluding sales tax. Payments sent via PayPal to address on record.
  2. Schedule:
    1. Action Locking: Actions are locked 1 month after end of the month they are tracked. All actions happening in a given month are locked one month after the end of the month in which they occur. For example, January actions lock in February, then are paid on the 15th of March.
    2. Payout Scheduling: Approved transaction commissions will be dispersed on the 15th of the month for qualifying transactions as outlined above. Payments will be made to Media Partner PayPal account. Standard PayPal account is acceptable. Please allow 2-3 business days for processing.
  3. Qualified Referrals:
    1. Credit Policy: Last click.
    2. Referral Window: Allow referrals from clicks within 3 days.
  4. Currency: Financial transactions covered by insertion orders will be processed in US Dollars.

WILDWOOD BEND AFFILIATE PROGRAM TERMS

Please note: These Wildwood Bend Affiliate Program Terms contain an arbitration clause and class action waiver. The waiver affects how disputes with Wildwood Bend are resolved. By accepting these program terms, you agree to be bound by this arbitration provision. Please read it carefully.
  1. Introduction
    1. These “Wildwood Bend Affiliate Program Terms” (or the “Agreement”) are between Wildwood Bend on behalf of itself and its Affiliates (as defined below), (collectively “Advertiser” or “Wildwood Bend” or “We”) and Media Partner (or “You”) (each a “Party” and collectively the “Parties”) that enters into a performance marketing relationship that permits Media Partner’s participation in the Marketing Network of advertiser (the “Program”) using the platform owned and operated by Wildwood Bend and hosted from the URL WildwoodBend.com (the “Platform”). Schedule 1 attached hereto or as amended by written agreement of the parties and each “EIO” (as defined below) are fully incorporated into the terms of this agreement. In order to use the Platform and participate in the Program, Media Partner must scroll down, read and agree to all the terms and conditions in this Agreement by clicking through on the button marked “Sign Up” below. The term “Affiliate” means any entity or person controlling, controlled by, or under common control with Wildwood Bend; for the purpose of this Agreement, “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies, or operations of an entity, whether through ownership of voting securities, by contract, or otherwise.
    2. Unless the Parties supersede or modify Schedule 1 (General Terms and Conditions), the Schedule 1 shall also apply between the Parties. As used herein, Schedule 1 shall refer to the template Schedule 1 attached below or (as applicable) its replacement. Each EIO and any modified Schedule 1 must contain commercially reasonable and industry standard terms, and terms that can be accommodated by the functionalities and capabilities of the Platform from time to time.
    3. The parties shall agree specific terms of engagement in each individual “Electronic Insertion Order” (“EIO”). EIOs contain any supplemental terms and conditions agreed between the Advertiser and Media Partner and are created using the “Insertion Order” function on the platform. The EIOs shall specify the “Action(s),” which is defined as the qualifying parameters that entitle Media Partner to compensation from the Advertiser (“Payouts”), including, but not limited to, the payment schedule, the rate of commission, pricing, etc. The terms of the Agreement, Schedule 1, and EIOs are strictly between Media Partner and Advertiser. Each executed EIO together with the Agreement and Schedule 1 will constitute a separate contract between the Media Partner and the Advertiser. Please print a copy of these documents for future reference.
    4. Enrollment in the Program. Submission of Media Partner’s application herein to the Program implies acceptance to the terms set forth in this Agreement. Advertiser will evaluate Media Partner’s application and notify Media Partner of Media Partner’s acceptance or rejection. Advertiser may reject Media Partner application or terminate this Agreement if, in Advertiser’s sole discretion, Advertiser determine for any reason that Media Partner’s Site is unsuitable for the Program (the term “Site” is defined as a World Wide Web site or Media Partner social network profile owned by Media Partner). Unsuitable Sites include, but are not limited to, those that contain or promotes adult content, pornography, violence, alcohol, tobacco, cruelty to animals, gambling, mail order brides, political content, content containing obscene language or is otherwise contrary to any applicable law or regulations (“Editorial Guidelines”). Media Partner will use commercially reasonable efforts to comply with the Editorial Guidelines with respect to Sites that appear on Media Partner’s online properties. Should such Sites appear in violation of the Editorial Guidelines, Advertiser’s remedy includes Media Partner’s removal of such Sites and/or termination of this Agreement. After Advertiser notifies Media Partner that specific Sites are in violation of the Editorial Guidelines, Media Partner will make commercially reasonable efforts to correct such violation within 24 hours. If Advertiser rejects Media Partner application, Media Partner may reapply to the Program at any time; however, Media Partner should not link to Wildwood Bend’s site unless Media Partner is approved for the Program.
  2. Links on Media Partner’s Site
    1. Link to Advertiser’s Site and Home Page. As an approved participant in the Program, Media Partner will link Media Partner’s Site to areas within Advertiser’s Site using special URLs specified in the Program (the “Required URLs”) for the purpose of promoting Advertiser’s Product (as defined below) or offering such Product for sales. The term “Product” as used in this Agreement shall mean any product or services offered by Advertiser to sell or be promoted through the Program, including, but not limited to, any brands or products presently offered by Wildwood Bend or its Affiliates or will be offered in the future for sales, as determined by Wildwood Bend and its Affiliates in their sole discretion. Media Partner may post as many links to the Required URLs as Media Partner likes on Media Partner’s Site. The position, prominence, and nature of links on Media Partner’s Site shall comply with any requirement specified in this Agreement and as directed by Advertiser. Media Partner may also provide a general link on Media Partner Site to Advertiser’s home page(s) in a format to be approved by Advertiser. Advertiser will provide Media Partner with guidelines, content, and graphical artwork to use (collectively the “Creative”) in linking to Advertiser’s home page or Site. Media Partner shall earn commission for Product successfully purchased by customers at Advertiser’s Site from the aforementioned links pursuant to the terms set form in the applicable EIO.Advertiser may at any time: (a) change, suspend, or discontinue any aspect of a Product offer, or (b) remove, alter, or modify any Creative submitted by Advertiser to Media Partnerfor use in connection with the sale of the Product. Media Partner agrees to promptly implement any request from Advertiser to remove, alter, or modify any of the Media Partner content or related content appearing on Media Partner’s Site. Any failure by Media Partner to comply with the terms of this paragraph shall entitle Advertiser to, in addition to any other remedies available (including termination of this Agreement without penalty) or postponement of payment of any Payout pending Media Partner’s compliance with Advertiser’s request to update Media Partner’s links.
    2. Media Partner may NOT use the name Wildwood Bend or its Affiliates, or any of their product or brand names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, service marks, trade dress copyrights, and proprietary technology currently used or which may be developed and/or used by Wildwood Bend or its Affiliate in the future (collectively, the “Property”) except as expressly authorized by this Agreement.
    3. In particular, Media Partner may NOT use the Property, or any variation thereof, in metatags; Media Partner may NOT use the Property or any variation thereof, in hidden text or source code.
    4. Media Partner may NOT use the Property, any variation thereof, in Media Partner domain name or any other part of Media Partner Universal Record Locator (URL) except to the extent of allowing Media Partner to fulfill the purpose of promoting Advertiser’s Product or offering such Product for sales within the scope of this Agreement. Further, Media Partner’s Site will not, in any way, resemble or look or feel or create the impression of Wildwood Bend’s Site. Advertiser reserves the right to monitor and review Media Partner’s Site and URL in association withtheProgram or this Agreement, and request Media Partner’s modification to or deletion of such Site and URL at any time; Media Partner shall immediately comply with all such requests. Failure to comply with such requests shall entitle Advertiser to, in addition to any other remedies available (including termination of this Agreement without penalty) or postponement of payment of any Payout pending Media Partner’s compliance with this section.
    5. Media Partner shall not make any representations, warranties, or other statements concerning the Sites, Products, or policies of Advertiser or its Affiliates. Failure to comply with this section shall entitle Advertiser to, in addition to any other remedies available (including termination of this Agreement without penalty) or postponement of payment of any Payout pending Media Partner’s compliance with this section.
    6. Media partner may NOT engineer Media Partner’s Site in such a manner that it pulls Internet traffic away from Wildwood Bend or its Affiliates. If Media Partner’s Site donates any portion of its referral fees to any school, foundation, or other charitable organization, Media Partner may not state or imply that Wildwood Bend, its Affiliates, or any of their Sites endorse such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations, or charities associated with the Media Partner’s Site.
    7. Media Partner may NOT wrap or frame Advertiser’s Sites in any manner unless obtaining prior written approval of Wildwood Bend. Media Partner may NOT use Advertiser’s Sites as a browser extension or software plugin in any manner unless obtaining prior written approval of Wildwood Bend.
    8. Media Partner may NOT purchase or bid for the placement of the terms herein on any third party search engine or portal (including, but not limited to, Google.com., Bing.com, Yahoo.com, Ask.com, AOL.com, Baidu.com, Excite.com, etc.) using Wildwood Bend, its Affiliates, or its competitors’ name, trademark, or any variation thereof, including intentional or unintentional misspellings and typos, except by obtaining prior written approval of Wildwood Bend. Bidding on these terms and redirecting links using the aforementioned name, trademark, or any variation thereof are NOT permissible unless prior written approval has been obtained from Wildwood Bend.
    9. The use of unauthorized links or coupon codes that are not specifically provided to Media Partner by Wildwood Bend through the Program is prohibited and will result in the forfeiture of all commissions earned hereunder by Media Partner for the month(s) or period the unauthorized links or coupon codes appear on Media Partner’s Site. Unauthorized coupon codes shall include, but not be limited to, those coupon codes unrelated to the Program that are distributed through Advertiser’s stores, consumer email newsletters, retail cards or direct mail promotions. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Wildwood Bend against Media Partner seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
    10. Media Partner agrees that it will not send, transmit and/or distribute any email that in any way suggests or implies that Advertiser or its Affiliate, is the sender or sponsor of such email, or has procured or induced Media Partner to send such email, unless expressly permitted by Advertiser or its authorized agency in writing prior to such transmission or distribution. Additionally, Media Partner will identify Media partner itself as the sender of any email and ensure the email does NOT contain a falsified sender name and does NOT include a false or misleading subject line.
    11. Media Partner agrees that Media Partner will not forward, redistribute, or otherwise repurpose any email marketing that Wildwood Bend sends its customers.
    12. Media Partner agrees that Media Partner will send emails only to those recipients who have opted in to receive emails from Media Partner.
    13. Media Partner agrees that all email marketing shall include language that notifies the recipient that he or she may unsubscribe or “opt out” from further email solicitations from Media Partner.
    14. Media Partner will comply with all local, state, and federal laws, as in effect or amended (including, but not limited to, the CAN-SPAM Act of 2013, Public Law 108-187 and the Telephone Consumer Act of 1991, Public Law 102-243), regarding all email or other digital marketing.
  3. Entering into Electronic Insertion Orders
    1. Upon execution of an EIO, Media Partner may promote Advertiser in consideration for Payouts. The Parties acknowledge and agree that: either Party may propose an EIO in the “Insertion Order” section of the Platform to interface and that the Platform’s functionality may be used by the Parties to decline, retract, or further modify an EIO before acceptance.EIOs become legally enforceable rights and obligations on the Parties upon acceptance. An EIO may only subsequently be varied by mutual agreement of the Parties. If the Parties utilize other forms of insertion orders, the Parties are responsible for implementing the appropriate settings on the Platform to conform with such agreed upon terms.
    2. Media Partner makes no guarantee or representation that the Services will generate any Action(s). Advertiser makes no guarantee or representation that the Media Partner will be successful in earning any Payouts under any EIO where the terms are contingent upon pay-for-performance.
    3. Maximum Spend Limits and Number of Action Caps: The Parties acknowledge that the Advertiser in an EIO may set maximum spend limits and caps on the number of Actions that entitle the Media Partner to Payouts.
    4. Advertiser will process Product orders placed by customers who follow Media Partner’s tracking links from Media Partner’s Site to the Wildwood Bend Site in accordance with applicable requirements under this Agreement. The Platform will track sales made to customers who purchase Products using such links from Media Partner’s Site to Advertiser’s Site. To permit accurate tracking, reporting, and fee accrual, Media Partner must ensure that such links between the Media Partner’s Site and Advertiser’s Site are properly formatted.
  4. Wildwood Bend Rules and Policies Concerning Product Sales; Pricing
    1. Customers who buy products through this Program will be deemed to be customers of Wildwood Bend without affecting their status as Media Partner customers. Accordingly, all Wildwood Bend rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Wildwood Bend. Advertiser may change Advertiser’s policies and operating procedures at any time consistent with applicable laws.
    2. Advertiser will determine the prices to be charged for Products sold under this Program in accordance with Advertiser’s own pricing policies. Product prices and availability may vary from time to time. Advertiser will use commercially reasonable efforts to present current and accurate information, but Advertiser cannot guarantee the availability or price of any particular Product.
  5. Term and Termination
    1. EIOs: Each individual EIO shall continue until the earlier of: (a) a Media Partner terminating the EIO using the Platform interface; (b) Advertiser terminating an EIO for convenience pursuant to the terms of an EIO including notification requirements using the Platform interface; (c) Advertiser terminating when Advertiser’s budget has been met; (d) either Party terminating this Agreement or an EIO for breach by the other Party; (e) a Party terminating an EIO during the “Change Notification Period” if the Party does not agree to the other Party’s proposed changes; (f) the date of expiration specified in the EIO; (g) Wildwood Bend removes Media Partner/Advertiser relationship or terminates the EIO; or (h) a Party is no longer eligible to use the Platform. An EIO shall specify whether there is a cure period for breach prior to termination.
    2. Consequences of Termination: On the expiration or earlier termination of each EIO: (a) the Media Partner shall refund the Advertiser any monies in relation to unfulfilled obligations that the Advertiser has paid the Media Partner in advance in relation to an EIO; (b) the Advertiser shall remain obligated to compensate the Media Partner for undisputed Payouts earned prior to expiration or termination of the EIO; (c) the Media Partner shall immediately discontinue the provision of its services and use of all Creative; (d) license to the Creative shall terminate; and (e) each Party shall either destroy or promptly return to the other Party all copies in whatever medium of the other’s Confidential Information. “Confidential Information” is defined under Section 2.5 of Schedule 1 below.
  6. LIMITATION OF LIABILITY. ADVERTISER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, BUSINESS, SAVINGS OR GOODWILL, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF RECOVERY, EVEN IF ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. Disclaimers. Advertiser makes 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, Advertiser makes no representation that the operation of Advertiser’s Site will be uninterrupted or error-free, and Advertiser will not be liable for the consequences of any interruptions or errors; however, Advertiser will make commercially reasonable efforts to correct errors or interruptions promptly.
  8. 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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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.
  9. Guidelines for Using the Advertiser’s TrademarksThese guidelines apply to Media Partner use of the respective trademarks and service marks belonging to Advertiser or its Affiliates (the “Trademarks”) in content that has been approved by Advertiser or Creative that has been provided by Advertiser.
    1. Media Partner may use the Trademarks only for purposes expressly authorized by Advertiser.
    2. Media Partner may not modify the Trademarks in any manner. For example, Media Partner may not change the proportion, color, or font of the service marks.
    3. Media Partner may not display the Trademarks in any manner that implies endorsement of Media Partner’s Site of business by Advertiser outside of Media Partner involvement in the Program.
    4. Media Partner may not use the Trademarks to disparage Wildwood Bend, its products or services, or in a manner which, in Advertiser’s reasonable judgment, may diminish or otherwise damage Advertiser’s goodwill in the Trademarks.
    5. Media Partner must use the TM, R, or C symbol as applicable next to the Trademarks.
    6. Media Partner acknowledges that all rights to the Trademarks are exclusive property and Wildwood Bend and its Affiliates and all goodwill generated through Media Partner’s use of the Trademarks will inure to the respective party’s benefit.
    7. In performing Services under this Agreement and with respect to any and all Sites operated or generated by Media Partner, Media Partner shall comply with all United States Federal Trade Commission laws and guidelines regarding endorsement and testimonials in advertising, including, but not limited to, 16 C.F.R. Part 255.
    8. WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO MODIFY THESE GUIDELINES AT ANY TIME. WE RESERVE THE RIGHT TO TAKE ACTION AGAINST ANY USE THAT DOES NOT CONFORM TO THESE GUIDELINES OR THE TERMS OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION, THE TERMINATION OF THIS AGREEMENT WITHOUT PENALTY, AD THE RIGHT TO POSTPONE PAYMENT OF ANY PAYOUT UNDER THE AGREEMENT.
  10. Indemnification. Media Partner will indemnify, defend and hold harmless Advertiser, its Affiliates, and their respective officers, directors, employees, agents, and representatives (collectively “Indemnitees”), from any and all fines, penalties, losses, liabilities, damages, costs, and expenses (including reasonable legal expenses) arising from, in connection with, or based on allegation of any of the following:
    1. Any third-party claim that would constitute a breach by Media Partner, its subcontractor, or Media Partner’s personnel, of Media Partner’s obligations under this Agreement, including, but not limited to, Media Partner’s breach of its confidentiality obligations;
    2. Any third-party claim for death or bodily injury, or damage, loss or destruction of real or tangible personal property (including employees of Advertiser and Media Partner and their respective subcontractors) caused by the tortious conduct of Media Partner or any Media Partner personnel; and
    3. Any allegation or claim that Media Partner’s Site or acts under the Agreement infringes any third-party intellectual property right.
    4. If Media Partner elects to control the defense of such claim, Advertiser may participate in the defense at its own expense. If Media Partner, within a reasonable time after receipt of such notice, fails to defend Advertiser, Advertiser may undertake the defense of and compromise or settle the claim on behalf and at the risk of Media Partner. If the claim is one that cannot by its nature be defended solely by Media Partner, then Advertiser will make available information and assistance as Media Partner may reasonably request, at Media Partner’s expense. Media Partner may not, without the prior written consent of Advertiser, (x) consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting any Indemnitee or (y) consent to the entry of any judgment or enter into any settlement unless such judgment or settlement provides for an unconditional and full release of the Indemnitees and does not diminish any of Advertiser’s rights under this Agreement or result in additional fees or charges to Advertiser.
  11. General
    1. Force Majeure: “Force Majeure” means circumstances beyond the reasonable control of a party, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act, Internet or other telecommunications failure. Neither party shall be liable to the other party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a party becomes aware of a Force Majeure event, such party shall immediately notify the other party in writing. If the event of Force Majeure continues for a period in excess of three (3) weeks, then either party may terminate this Agreement by written notice to the other party with immediate effect.
    2. Entire Agreement: Except as stated under Section 12.7 below, this Agreement represents the entire understanding and constitutes the entire agreement between the Parties in relation to their subject matter, supersede any previous agreement between the Parties in relation to their subject matter, supersede any previous agreement between the Parties as to such subject matter, and may be amended only in writing and executed by both parties (which may be pursuant to