LeafSide Affiliate Agreement Terms and Conditions

Updated May 2019

These terms of use (the “Terms and Conditions” or the “Agreement”) form a legally-binding agreement that governs your participation in the LeafSide / Vela Blend, Inc. (“LeafSide”) Affiliate Partner Program (the “Program” or the “Affiliate Program”). Within these Terms and Conditions, the terms “we,” “our” and “LeafSide” refer to Vela Blend, Inc. The terms “you,” “your” and “Affiliate” refer to the corporation or individual who is accepting these Terms and Conditions.

You acknowledge that you have read this Agreement fully, you understand it, and you agree to all of its Terms and Conditions.

You understand and agree that we may at any time (directly or indirectly) solicit customer referrals using terms that may differ from those contained herein, or operate websites, or form relationships with other affiliates whose business interests are similar to, or compete with, your business interests.

You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, AND YOU AGREE TO BE BOUND BY SAME. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, YOU MUST EITHER (I) NOT ACCEPT THE TERMS AND CONDITIONS; OR (II) IF YOU HAVE PREVIOUSLY ACCEPTED THESE TERMS AND CONDITIONS, SEND WRITTEN NOTICE TO LEAFSIDE INDICATING THAT YOU WISH TO TERMINATE YOUR PARTICIPATION IN THE AFFILIATE PARTNER PROGRAM IMMEDIATELY.

DESCRIPTION OF THE PROGRAM

The purpose of the Affiliate Program is to provide you with a way to promote how the use of LeafSide’s products complement and support the lifestyle you and your organization promotes. To facilitate this, we grant you our permission to advertise our products and we offer you the incentive of earning advertising fees for Qualifying Purchases made by referred customers. In order to ensure consistency, we may make available to you images, text, link formats and other items or information.

You may only promote the products and accessories listed on our website,

https://www.goleafside.com/, under this Program.

ADVERTISEMENT/LINKS

You are permitted to use and post on your website the content that we have approved or provided to you. However, you may not create, publish, distribute, or print any material that makes reference to the LeafSide name or the Marks (defined herein) or otherwise uses any variation or misspelling of our name, Marks, or trade names in any marketing or promotional materials, including but not limited to print, broadcast or electronic materials, without first submitting such materials to LeafSide and receiving our written consent.

You may not in any way modify creative elements which are the property of LeafSide without LeafSide’s prior written consent.

You are expressly prohibited from framing our website in any manner, including without limitation causing your website’s menu or toolbar to appear on our website.

You are expressly prohibited from promoting your Affiliate Link or landing page, as applicable, in the following locations:

1. 1. 1. coupon websites, apps, or services;
      2. paid cpc (cost per click) advertisement on services like Google AdWords, Facebook ads, etc.;
      3. anywhere other than your own website, and your own social media Channels (including but not limited to Twitter, Pinterest, Instagram, YouTube and/or Facebook). Should you wish to promote your Affiliate Link or landing page, as applicable, on a third-party social medial channel that is not defined herein, you must seek express written permission from us before doing so.

LeafSide Affiliates may not place the name Leafside, LeafSide product names, LeafSide Free Shipping/Affiliate Promotion, any LeafSide trademark or trade name, or any derivative thereof in top-level, second-level or sub-level domain names.

We will have no obligation to pay you advertising fees if you fail to properly use the links (the “Links” or the “Affiliate Links”) provided to you. You will be responsible for ensuring that the Links between our website and yours are properly formatted.

UNDER NO CIRCUMSTANCES WILL YOU PERMIT, ENABLE OR ALLOW THE NAME LEAFSIDE, ANY OF VELA BLEND, INC’s TRADEMARKS, TRADE NAMES, PRODUCT NAMES, OR ANY DERIVATIVES OF ANY OF THE ABOVE TO LINK DIRECTLY TO ANY WEBSITE OTHER THAN LEAFSIDE’S WEBSITE.

PROGRAM REQUIREMENTS

By participating in the Program, you agree to comply with all Terms and Conditions stated herein. You understand and agree that LeafSide reserves the right to refuse to sell, or to refuse to allow to be sold, any of its products, to any person, including, but not limited to, any person LeafSide believes is causing, or is likely to cause, harm to the image or reputation of LeafSide or to the image, reputation or marketability of our products.

If we allow you to promote our products, you agree to abide by the following conditions:

RIGHT TO MONITOR:

LeafSide has the right to monitor websites, traditional print marketing materials, and social media participation controlled by you at any time to determine if you are in compliance with the terms of this Agreement. Any determination of compliance or noncompliance will be at the sole discretion of LeafSide.

PROHIBITED USES OF “LEAFSIDE” NAME AND INTELLECTUAL PROPERTY:

Except as otherwise permitted by this Agreement, you are prohibited from using any registered LeafSide names (or confusingly similar names) in your e-mail address and on your website.

You shall not include or permit any LeafSide mark or trade name to be used or included in any username, group name, or other identifier registered with any social networking site such as Twitter, Pinterest, Instagram, YouTube or Facebook. Additionally, you shall only use or promote your Affiliate Links on websites or through social media pages or accounts which are controlled by you.

CONTACT INFORMATION:

Your website must include current contact information, in a location that can be easily identified and accessed by the average consumer using your website, so that they can easily get in touch with you.

It is your responsibility to make sure LeafSide has your valid current physical address, phone number, home address, and e-mail address, so you can receive important updates, and for other business purposes related to this Agreement. All updates should be submitted to [email protected].

MARKETING IS THE RESPONSIBILITY OF THE AFFILIATE:

A portion of the Commissions you earn are intended to reimburse you for costs you may incur in establishing and maintaining your website, digital content, social media content, etc. You are solely responsible for the design and promotion of LeafSide products on your own website.

It is not the responsibility of LeafSide or the purpose of the Affiliate Program to assist you in properly conducting and/or marketing your business.

MEAL DEMONSTRATIONS:

You may wish to prepare or offer samples of LeafSide products to potential consumers by way of demonstrations in order to promote Affiliate sales. You understand and agree that you are responsible for ensuring that you are using and/or distributing the most recent, up-to-date LeafSide product materials and literature at all times. You will be responsible for all losses and liabilities incurred by you or any third party as a result of, or in connection with, any demonstration conducted, arranged or sponsored by you. We strongly recommend that you check with your insurance agent to ensure that you have sufficient insurance to cover you in the event of an accident, personal injury or property damage to you or any third party as a result of or in connection with any demonstration conducted, arranged, or sponsored by you.

You may post or otherwise display a live product demonstration or demonstration video on your website subject to our approval, which will not be unreasonably denied or delayed.

COMMISSION STRUCTURE

The Commission rates shall be tiered as follows:

TIERED LIFETIME COMMISSION RATES STRUCTURE
Monthly Net Sales* from Lifetime Referrals**	Commission Rate
$25,000 +	7.50%
$5,000 – $24,999	6.00%
0 – $4,999	4.00%

* The term “net sales” means the aggregate amount actually paid to LeafSide for qualifying purchases, excluding amounts attributable to sales taxes, refunds, returns, duties, payment processing fees, and shipping and handling changes, such amounts being potentially within the sole knowledge of LeafSide.

** The term “lifetime commision” and “lifetime referrals” mean that once you have referred a customer to LeafSide, all initial and future purchases by that customer, in perpetuity, will generate a qualifying earned commission on the net sales of their orders.

Commissions may be earned one of the following ways:

1. Affiliates may use the Affiliate Link which is provided to them by LeafSide. The Affiliate Link is a tracked link which generates a tracking cookie in the visitor’s web browser. Purchases made by use of the Affiliate Link, where aforementioned tracking cookie has been previously assigned, are tracked by us and credited to you for earning Commissions.
2. Affiliates may direct visitors on their own websites and other channels, to a branded landing page on LeafSide’s website.  The viewing of this branded landing page by a visitor will also trigger the creation of a tracking cookie in the visitor’s web browser, if one has not previously been created or assigned. Any subsequent purchases made where the aforementioned tracking cookie has been previously assigned for the visitor after visiting the branded landing page, will be tracked by us and credited to you for earning Commissions.
3. During online checkout LeafSide may provide customers the option of answering the question “How did you hear about LeafSide?” or similar, where the Affiliate name may be a direct answer/option.  LeafSide reserves the right to offer this for some, but not all, Affiliates. The selection of the Affiliate by the customer provides additional tracking and attribution of the customer to the Affiliate, in the case where a tracking cookie may not have been set. Purchases made in this manner are tracked by us and credited to you for earning Commissions.
4. LeafSide reserves the right to make changes to the methods by which Commissions are tracked and earned.

In each of the above described ways Commissions are earned, the browser tracking cookie(s) generated to identify a customer referral shall expire automatically 365 days after generation.

Commissions will be paid monthly on those qualifying, shipped sales that have not been returned by the customer within the timeframe of LeafSide’s return policy.  In the event that a Commission has been paid to you and we are required to refund payment to a customer in respect to the products or accessories to which the Commission relates, we will offset such sum against future Commissions due you, or we may demand repayment from you. The Commissions to be paid under this Agreement may not be assigned by you to any third party.

The Commission structure set forth herein is subject to change. In the event of a change, LeafSide will post new Commission rates in these Terms and Conditions, which will be noted as “Updated” at the top of the page. It is the responsibility of Affiliates to check these Terms and Conditions periodically. Notwithstanding the foregoing, LeafSide will make good faith efforts, to the extent practicable, to notify its Affiliates directly of changes to Commission rates.

PERFORMANCE REVIEW

LeafSide reserves the right to request status calls at regular intervals to review relevant customer referral and marketing performance metrics for the purpose of providing guidance on how these metrics can be improved via relevant marketing techniques and initiatives.

COMMISSION PAYMENT SCHEDULE

Affiliate Commissions are paid monthly through ACH bank transfer.

AFFILIATE RESPONSIBILITIES

You understand and agree that you are solely responsible for the development, operation, and maintenance of your online channels (the “Channels”) (e.g. your website, newsletter, Twitter, Pinterest, Instagram, YouTube and/or Facebook accounts, etc.) and for all materials that appear on your Channels. Such responsibilities include, but are not limited to, the technical operation of your Channels and all related equipment; the accuracy and propriety of materials and information posted on your Channels (including but not limited to all LeafSide product-related materials); ensuring that materials posted on your Channel do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters and for any content on your Channels. Further, you agree to indemnify and hold us harmless for all claims, damages, and expenses, including, but not limited to attorneys’ fees, relating to the development, operation, maintenance, and contents of your Channels.

All advertising, literature, etc. featuring or including LeafSide products must receive written approval from LeafSide prior to publication. We are not responsible for any content or information other than that which is produced or approved by us, and then only to the extent that same has not been altered or used inappropriately, as determined at our sole discretion.

You will not make any statement, whether on your Channels or otherwise, that we reasonably determine contradicts anything in this section.

You are responsible for all of your own expenses and all taxes and workers compensation which are payable or required for you to conduct your activities under this Agreement, and you shall indemnity, defend and hold harmless LeafSide accordingly.  

You understand and agree that you are required to develop and maintain a privacy policy for your website that describes the information you collect from visitors and how that information will be stored and used. You must have a clear and conspicuous link to your privacy policy on your website.

ORDER PROCESSING; PRICING

Customers purchasing LeafSide products and accessories through the Affiliate Partner Program will be deemed customers of LeafSide. All orders are billed and shipped directly to the customer by LeafSide. All LeafSide rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, and LeafSide product sales will apply to your referred customers.

Our policies, operating procedures and pricing are subject to change at any time. LeafSide shall, in its sole discretion, determine the prices to be charged for LeafSide products sold under the Affiliate Partner Program in accordance with our own pricing policies. You may not include price information on your website other than pricing information that is made available by way of  the Affiliate Links we provide to you, and on the LeafSide website.

Prices and availability of LeafSide products may vary from time to time. We will endeavor to use commercially reasonable efforts to present accurate information, but we do not guarantee or warrant the availability or price of any particular product. LeafSide reserves the right to refuse to sell or to refuse to allow to be sold any of its products, to any person, including, but not limited to, any person LeafSide believes is causing, or is likely to cause, harm to the image or reputation of the company or to the image, reputation or marketability of our products.

We will track affiliate generated orders for reporting and commission fee accrual purposes and will make reasonably available to you reports that summarize those purchases.

INTELLECTUAL PROPERTY

You hereby understand and agree that your website and other channels you control will not, in any way, copy or resemble the look or feel of our website, nor will you do anything to create the impression that your website (and other channels) is our website (or our channels) or part of our website/channels, including without limitation, framing our website in any manner. You also hereby agree that your website and other channels will not contain any content of our website or any materials which are proprietary to LeafSide, except with our prior written permission. You further hereby understand and agree that your website’s top-level, second-level, or sub-level domain names will not contain the words “LeafSide” or any variation thereof.

We grant you a non-exclusive, non-transferable, revocable right to 1) access our website through the Links solely in accordance with the terms of this Agreement and 2) to use our marks and logos (the “Marks”) only in the format that we have provided to you (or such other images or messages for which we grant prior express written permission, hereafter “Pre-approved Images”) solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or messages in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Affiliate Program. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of, our rights in our Marks or our ownership and right to use and control the use of our Marks. You further agree that all permitted uses of our Marks by you shall inure to our benefit and on behalf of us and agree that nothing in this Agreement shall give you any right, title or interest in or to our Marks other than to use the Marks strictly in accordance with this Agreement. You agree not to use the Marks in any manner that is disparaging, portrays us in a negative light or that may adversely affect the goodwill of LeafSide or its Marks. We may revoke your status at any time by giving you written or verbal notice. You grant us a non-exclusive license to utilize your names, titles, and logos (“Affiliate Marks”) to advertise, market, promote, and/or publicize in any manner, provided however, that we shall not be required to do so. This license shall terminate upon the date of termination of this Agreement.

DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate networks or any LeafSide products sold through the Affiliate networks (except our standard product warranty and our money-back guarantee). 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.

TERM AND TERMINATION

These Terms and Conditions will become binding upon your acceptance and will end immediately when terminated by either party. Either party may terminate this Agreement at any time by giving the other party written notice of termination.

Termination shall be automatic in the event of a breach by you of any of the Terms and Conditions herein, to be determined solely at the discretion of LeafSide.

Termination may occur subject to our sole discretion in the event that no sales, either new or recurring, are referred or generated for a period of three (3) months. In this event, your account will be deleted, all commissions will cease, and you will have the right to reapply to be an Affiliate.

If this Agreement is terminated, you shall be required to remove all LeafSide graphic and/or textual Affiliate Links within twenty-four (24) hours of receipt of notice of Termination.

REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to LeafSide as follows:

These Terms and Conditions have been duly and validly accepted by you and constitute your legal, valid, and binding obligation, enforceable against you.

Your acceptance of these Terms and Conditions, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict with or violate any provision of law, rule, or regulation to which you are subject, any provision of your governing documents, or any agreement or other instrument applicable to you or binding upon your assets or properties.

You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use the Affiliate Marks in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you under this Agreement.

To the best of your knowledge there is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to your acceptance of these Terms and Conditions, or the Affiliate Marks. To the best of your knowledge there is no basis for any such claim, action, or proceeding.

MODIFICATION

We reserve the right to modify these Terms and Conditions at any time. Modifications may include, but are not limited to, changes of the scope of available Commissions, Commission schedules, payment procedures, and Affiliate network rules. In the event of any Modification(s), Leafside will note as “Updated” these Terms and Conditions at the top of the page. It is the responsibility of Affiliates to check these Terms and Conditions periodically.

CONFIDENTIALITY

Each of the parties hereto agrees to keep confidential all information obtained by such party as a result of entering into this Agreement including, without limitation, business and financial information, product designs, customer and vendor lists and pricing and sales information, concerning us, you, or any of your or our affiliates. Such information shall not be utilized, directly or indirectly by either party for any purpose except as contemplated by this Agreement, or except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information to any person pursuant to an order issued by any court or administrative agency of competent jurisdiction, or otherwise as required by applicable laws, rules, regulations, or legal processes.

RELATIONSHIP OF PARTIES

The parties to this Agreement are “independent contractors,” and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Members of the Affiliate Program are independent entities and are not considered to be employees or agents of LeafSide. As an independent entity, you are in no way authorized to represent or to make claims for or on behalf of LeafSide, directly or indirectly, written or otherwise expressed, or to bind LeafSide in any way without the prior written consent of LeafSide.

LIMITATION OF LIABILITY AND INDEMNIFICATION

LEAFSIDE IS NOT AND IN NO EVENT SHALL BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

You hereby agree to indemnify, defend and hold harmless LeafSide and our 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 from or are based on:

• any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, or any failure or breach of any representation, warranty, covenant, or agreement made by you herein;
• any misuse of our Marks;
• any claim related to your website or Channels you control, including, without limitation, content therein not attributable to LeafSide; or
• any death, personal injury or damage to or loss of any property as a result of or in connection with any act or omission by you or your agent in conducting, arranging or sponsoring any demonstration of a LeafSide product or accessory.

ASSIGNMENT

You may not assign this Agreement or your rights and obligations hereunder by operation of law or otherwise, without our prior written consent; however, we shall have the right to assign this Agreement, our rights or our obligations, or any or all of the foregoing hereunder to any of our related or affiliated entities. Subject to that restriction, this Agreement will be binding on, for the benefit of, and enforceable against the parties and their respective successors and assignees.

WAIVER OF DEFAULT

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right subsequently to enforce such a provision or any other provision of this Agreement.

DISPUTES AND GOVERNING LAWS

This Agreement will be governed by the laws of the state of Delaware, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in federal or state court located in Delaware, and you irrevocably consent to the venue and jurisdiction of such courts.

ACCEPTED AND AGREED TO BY YOUR CLICKING OF “I ACCEPT.”