This Agreement contains the complete terms and conditions upon which we offer you participation in the Hic Olive Oil Affiliate Program (the "Hiç Olive Oil Affiliate Program"). Acceptance of this agreement by participation in the program creates a binding legal agreement that you will use our websites, links and other property of Hic North America, LLC. (Hic North America, LLC.) or its partners only in a manner that is consistent with this Agreement. As used in this Agreement, "we" means Hic Olive Oil, "you" means the applicant, and "our Website" means hicoliveoilstore.com, and any Hic Olive Oil website or application operated by us, Hic North America, LLC.
The purpose of the Hiç Olive Oil Affiliate Program is to promote the sale of products offered on our Website (the “Purpose”). To begin the enrollment process, you will submit a complete Hiç Olive Oil sign up form via our Website. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application for any reason according our own discretion. We generally reject applications related to websites that:
If we reject your application, you are welcome to reapply to the Hiç Olive Oil Affiliate Program at any time. If we accept your application, we reserve the right to terminate your participation in the Program for any reason in our sole discretion immediately without prior notice.
Once you have been notified that your website has been accepted into the Program, you may provide on your website one or more of the following types of links to our Website:
We will provide you with guidelines and graphical artwork to use for linking to our Website. To permit accurate tracking, reporting, and accrual of commission credits, we will provide you with special "tagged" link formats ("Special Links"). You must ensure that each link between your website and our Website is a special link. You will only earn commission on sales that originate through Special Links. We are not responsible for any failure by you to use Special Links. You may also use Special Links on social media sites (e.g. Facebook, Twitter, Instagram) (“Social Media Site”), provided that such use is consistent with the Purpose and terms of this Agreement.
Use of Images: The product images provided to members of the Hiç Olive Oil Affiliate Program are the property of Hic Olive Oil, its corporate affiliates or its content suppliers and are protected by United States and international copyright laws. You may not use any product image in any way that exceeds the limited license granted to you by this Agreement. This limited license allows you to use product images solely for the purpose of promoting our products for sale by creating Links connecting to our Website. This means, among other things, that you may not: (a) alter, modify or manipulate any product image; (b) use a product image in any form other than the form provided by us; (c) remove any code or identifying information from any product image; (d) inactivate the link associated with any product image or cause the image to ultimately link to a destination other than our Website; or (e) link to or display images after they have been discontinued from the Hiç Olive Oil product catalog.
You may not, directly or indirectly: (a) Purchase or register domains or search engine keywords, AdWords, search terms or other identifying terms that include the word "Hiç Olive Oil" or "Hic Olive Oil" or any variations thereof. Variations include foreign country or other top¬level domain extensions. Specifically, this policy prohibits you from purchasing or registering domains or search terms such as, but not limited to, the following:
(b) Use or display "Hiç Olive Oil" or "Hic Olive Oil" or any misspellings or variations thereof, in either the copy/advertisement or the display URL for paid search listings. Variations include foreign country or other top-level domain extensions;
(c) Use or display any logos or trademarks owned by Hic North America, LLC., or any misspellings or variations thereof, in your profile on any Social Media Site. Prohibited uses include, but are not limited to, profile and/or screen names, email addresses, profile or cover photos/images, etc.
(d) You must follow common search engine guidelines, such as: (a) your display URL must match the ultimate actual destination URL;
(e) You may not frame our website as a landing page; or (c) you may not create "redirects" or "jump pages" that immediately direct to our website.
(f) Dilute, blur or tarnish the value of our trademarks, and/or products and services. (For example, you are not allowed to say that you offer better and/or more promotions, products and services than hicoliveoilstore.com
(g) Misrepresent Hiç Olive Oil's brands including our URL, logos, trademarks and tradenames, or misrepresent that either you or your website are Hiç Olive Oil or operated by Hic North America, LLC.
We reserve the right to modify these rules at any time. If we determine, in our sole discretion, that you have violated any of the foregoing restrictions, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith.
Our trademarks include "Hic Olive Oil" and "Hiç Olive Oil" (the "Trademarks"). You may use the Trademarks solely for the purposes authorized by this Agreement. You may not alter graphics containing the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks. You may not display the Trademarks in any manner that implies sponsorship, endorsement by us other than of your involvement in the Program. You may not use the Trademarks to disparage our company, our products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Trademarks. You acknowledge that all rights to the Trademarks are our exclusive property, and all goodwill generated through your use of the Trademark will inure to our benefit. If we determine, in our sole discretion, that you have violated any of the foregoing restrictions, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith.
We will process product orders placed by customers who follow a Special Link from your website to our Website. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase products using Special Links from your website to our Website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
Subject to the terms and conditions of this Agreement, you will be eligible to earn commission on certain product sales in accordance with Sections 7 and 8 below. For a product sale to be eligible for commission credits, the customer must follow a Special Link from your website to our Website, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us.
Standard Commission Credit Rate: You will accrue commission credits based on Qualifying Revenues according to commission credit rates established by us from time to time. "Qualifying Revenues" are revenues derived by us from our sales of products, after reduction for discounts, coupons and/or gift card redemptions, as a result of purchases made by visitors to our Website that come directly through a Special Link on your website. "Qualifying Revenues" do not include gift card purchases, shipping & handling, gift-wrapping or taxes. For all affiliates other Exception Affiliates, the commission rate is 10% of Qualifying Revenues.
The Hiç Olive Oil Affiliate Program uses a 30-day cookie. This means that if a visitor to your website clicks through a Special Link to our Website, you will be eligible for commission credits on Qualifying Revenues related to purchases made by such visitor within 30 days of such visitor’s click on the Special Link on your website.
We pay commission on a monthly basis. 30 days following the end of each calendar month, for those affiliates that satisfy the minimum annual commission credit rule we will issue a payment by PayPal for commission credits accrued based on your Qualifying Revenues during that month, less any taxes that we are required by law to withhold. If a product that generated commission credits is returned by the customer, we will deduct the corresponding commission from your next commission payment.
Customers who buy products through the Program will be deemed to be customers of Hiç Olive Oil. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under the Hiç Olive Oil Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
We grant you a nonexclusive, non-¬sublicensable, revocable right to use the product images, graphics, logos and other content made available through the Hiç Olive Oil Affiliate Program ("Content") solely for purposes of your participation in the Program to assist in generating product sales. Product images must be served by our Website and cannot be used in any form other than the form provided by us. You may not modify any Content in any way. We reserve all of our rights in the Content.
You hereby represent and warrant to us as follows:
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Hiç Olive Oil Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our Website, product images from our database, and any of our trademarks, trade dress or logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission on Qualifying Revenues occurring during the term of this Agreement, and commission earned through the date of termination will remain payable subject to Section 8 above, only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available commission credits, commission credit rates, payment procedures, and Program rules. We typically announce substantive changes to the terms of this agreement by email. 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 Website will constitute your binding acceptance of the change.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Agreement.
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 commission fees paid or payable to you under this Agreement within the last six (6) months. Unless you notify us of an asserted discrepancy in your commission payments within six (6) months from the date of the applicable payment, such payment shall be deemed accepted and no protest shall be allowed. You hereby agree to indemnify and hold harmless Hic North America, LLC. and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that your use of any trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Website, including, without limitation, content therein not attributable to us.
We make no express or implied warranties or representations with respect to the Hiç Olive Oil Affiliate Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 Website will be uninterrupted or error ¬free, and we will not be liable for the consequences of any interruptions or errors.
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 REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the State of Massachusetts, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Boston, Massachusetts 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 to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.