This Affiliate Program Agreement (“Agreement”) contains the complete terms and conditions between Sea Island Forge, LLC, a Georgia limited liability company (“Sea Island Forge”) and you (“Affiliate”), (Sea Island Forge and Affiliate are also referred to individually as a “Party”, or collectively as the “Parties”).
Acceptance of this Agreement by participation in Sea Island Forge Affiliate Program (“Program”) creates a binding legal agreement as follows:
1. ENROLLMENT IN THE AFFILIATE PROGRAM
- To begin the enrollment process, the Affiliate must complete a Sea Island Forge Affiliate Program Application. Sea Island Forge will evaluate the application in good faith and will notify Affiliate of its acceptance or rejection in a timely manner. Sea Island Forge may reject your application if it determines, in its sole discretion, that the Affiliate website is unsuitable for the Sea Island Forge Affiliate Program for any reason.
- If Sea Island Forge rejects the application, the prospective Affiliate is welcome to reapply to the Affiliate Program at any time.
2. THE SEA ISLAND FORGE AFFILIATE PROGRAM
- Affiliate hereby agrees to participate in the Sea Island Forge Affiliates Program (the “Program”), under the terms and conditions provided in this Agreement, for the purpose of promoting products offered for sale by Sea Island Forge through its website, www.seaislandforge.com, (the “Sea Island Forge Website”).
- Sea Island Forge will make available to Affiliate a variety of graphic and text links which, subject to the terms and conditions hereof, Affiliate may display as often and in as many areas on the Affiliate website as Affiliate desires. The links will serve to identify the Affiliate website as a member of the Program and will establish a link from your Affiliate website to the Sea Island Forge Website, and may include the following types of links: product links; banner links; search box links; text links; rotating product links; data feed links; or general links to the Sea Island Forge Website.
- To permit accurate tracking, reporting, and accrual of commission credits, Sea Island Forge will provide Affiliate with special “tagged” link formats (“Special Links”). Affiliate must ensure that each link between Affiliate Website and the Sea Island Forge Website is a special link. Affiliate will only earn commission on sales that originate through Special Links. Sea Island Forge is not responsible for any failure by Affiliate to use Special Links. Affiliate may also use Special Links on social media sites (e.g. Facebook, Twitter, Pinterest) (“Social Media Site”), provided that such use is consistent with the purpose and terms of this Agreement.
3. RESPONSIBILITY OF SEA ISLAND FORGE
Sea Island Forge will be responsible for providing all information necessary to allow Affiliate to make appropriate links from the Affiliate website to the Sea Island Forge Website. Sea Island Forge will be solely responsible for processing every order placed by a customer following the special link from the Affiliate website, for tracking the volume and amount of sales generated by the Affiliate website, and for providing information to Affiliate regarding sales statistics. Sea Island Forge will be responsible for order entry and processing, payment processing, cancellations and related customer service.
4. RESPONSIBILITY OF THE AFFILIATE
- Affiliate will, at its sole cost and expense, design, develop and maintain the Affiliate’s website.
- Affiliate shall display a small graphic image provided by Sea Island Forge that identifies the Affiliate website as a Program participant. Sea Island Forge reserves the right to modify the text or graphic image of this notice from time to time.
- If Affiliate desires to offer an endorsement of the Sea Island Forge Website and/or its products or services, Affiliate must clearly disclose the relationship as an affiliate to Sea Island Forge. Such disclosure must be in clear proximity to the endorsement itself. An “Endorsement” means any message that consumers are likely to believe reflects Affiliate’s opinions, beliefs, findings, or experiences regarding Sea Island Forge and/or our products or services.
5. RESTRICTIONS AND PROHIBITED ACTIVITY
Affiliate shall not, directly or indirectly, engage in the following activity:
a) Purchase or register domains or search engine keywords, AdWords, search terms or other identifying terms that include the word “Sea Island Forge” or any variations thereof. Variations include foreign country or other top-level domain extensions. In addition to the foregoing, Affiliate must register or establish the following negative keywords with each search engine from which you purchase or register keywords: “Sea Island Forge”, and “seaislandforge.com”. Specifically, Affiliate is prohibited from purchasing or registering domains or search terms such as, but not limited to, the following:
i. Sea Island Forge trademarks or other intellectual property, including but not limited to “Sea Island Forge” and “SeaIslandForge.com” and any keyword string that includes these terms, for example, “Sea Island Forge Kettle”, “Sea Island Forge coupons”, “Sea Island Forge Kettle and coupons”, etc.;
ii. Variations or misspellings of our trademarks; or
iii. Any form of our trademarks, or any variation or misspelling thereof, in connection with foreign country or other domain extensions.
(b) Use or display “Sea Island Forge” or “SeaIslandForge.com”, 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 toplevel domain extensions.
(c) Use or display any logos or trademarks owned by Sea Island Forge, 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) Affiliate must follow common search engine guidelines, such as:
- Affiliate display URL must match the ultimate actual destination URL;
- Affiliate may not frame our website as a landing page;
- Affiliate may not create “redirects” or “jump pages” that immediately direct to the Sea Island Forge Website;
- Dilute, blur or tarnish the value of Sea Island Forge 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 Sea Island Forge;
- Misrepresent Sea Island Forge’s brands including our URL, logos, trademarks and tradenames, or misrepresent that either you or your website are Sea Island Forge or operated by Sea Island Forge;
- Engage in any conduct that violates the CANSPAM Act of 2003, as amended, or any similar privacy or data protection law of any jurisdiction;
- Enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, iframe, hidden frame or redirect;
- Use any device or technology that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner a Web user’s access, view or usage of, the website of any affiliate of ours in a manner that causes or otherwise results in a different experience from what was otherwise intended by our affiliate;
- Use any device or technology that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other trafficbased transaction that originated from the website of any affiliate of ours with the result of reducing any compensation or other payment earned by or owing to such affiliate; or
- Issue or post any press release or other broadbased communication regarding your participation in the Program without our consent. Notwithstanding the foregoing, Affiliate may promote Affiliate’s website via mailings to recipients who are already customers or subscribers to your website’s services, provided that the recipients have the option to remove themselves from future mailings and that you otherwise comply with all applicable laws of your jurisdiction. Further, Affiliate may promote its website via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
- Sea Island Forge reserves the right to modify these rules at any time. If we determine, in our sole discretion, that Affiliate has violated any of the foregoing restrictions, Sea Island Forge 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 Sea Island Forges is required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys’ fees incurred in connection therewith.
6. OBLIGATIONS BETWEEN AFFILIATE AND SEA ISLAND FORGE
The relationships specified in this Agreement are non-exclusive. Affiliate shall be entitled to display links to sites of other merchants on the Affiliate’s website and Sea Island Forge shall be entitled to make the Sea Island Forge Website available online, through other affiliates, and other services other than that of the Affiliate.
7. COMMISSION DETERMINATION
- Sea Island Forge will pay Affiliate a commission for every order that is generated by the Affiliate website using the link to the Sea Island Forge Website by which the customer utilizes the special link from the Affiliate website, selects and purchases the Sea Island Forge product using the Sea Island Forge automated ordering system, accepts delivery of the product at the shipping destination, and remits full payment to Sea Island Forge.
- The commission type and base rate, if applicable, is listed on the application page (www.seaislandforge.refersion.com) under "Commission & Business Details" and is subject to change without notice. Sea Island Forge will in good faith, to inform affiliates of any changes in commission via e-mail.
- The Affiliate will deem to have earned the commission if the order is placed online pursuant to a special link subject to the following:
- the customer must place the order using the Affiliate’s link to the Sea Island Forge Website;
- the customer using the Affiliate’s link to the Sea Island Forge Website must complete order and purchase within a period of thirty (60) days starting from the customer’s first click and referral to the Sea Island Forge Website from the Affiliate website, and as long as the customer has not been referred to the Sea Island Forge Website by another affiliate in the meantime; and the customer cannot be a previous customer of Sea Island Forge.
- The commission paid by Sea Island Forge to the Affiliate is based upon the sales price of the product less any deductions for discounts, coupons, and/or gift card redemptions.
- It is agreed that gift card purchases, charge backs, applicable sales, use or other similar taxes and shipping and handling charges, when applicable, are not subject to a commission.
- In addition to the foregoing, only Sea Island Forge will process product orders placed by customers who follow a special link from the Affiliate website to Sea Island Forge Website. Sea Island Forge reserves the right to reject orders that do not comply with any requirements that Sea Island Forge periodically may establish. Sea Island Forge will be responsible for all aspects of order processing and fulfillment. Among other things, Sea Island Forge will prepare order forms, process payments, cancellations, and returns, and handle customer service. Sea Island Forge will track sales made to customers who purchase products using Special Links from Affiliate’s website to the Sea Island Forge Website and will make available to Affiliate reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at Sea Island Forge’s discretion.
8. COMMISSION PAYMENTS
- The commission will be due and payable to Affiliate when the total commissions due to the Affiliate exceed $10.00 U.S. dollars in any given Program Year. “Program Year” refers to any twelve (12) month period beginning June 1 and ending May 31. If Affiliate does not accrue such minimum commission credit amount by the end of such Program Year, any commission credits in Affiliate’s account will be canceled and permanently deleted from Affiliate’s account. Any accrued but unpaid commission existing in Affiliate’s account as of the effective date of this Agreement will be converted to commission credits as of the effective date of this Agreement. Affiliate’s acceptance of this Agreement or continued participation in the Program shall constitute Affiliate’s assent to these terms.
- Subject to the foregoing minimum annual commission credits rule, Sea Island Forge will pay commission on a monthly basis. Within thirty-one (31) days following the end of each calendar month, for those affiliates that satisfy the minimum annual commission credit rule, Sea Island Forge will send a check equal to the commission accrued during that month, less any taxes that Sea Island Forge is required by law to withhold. However, if the commission accrued by Affiliate for any month are less than $10.00 (for U.S. affiliates) or $20.00 for (nonU.S. affiliates), or such other minimum payout threshold Affiliate may establish through the Program account tools, Sea Island Forge will withhold payment of commission until the accrued commission amount exceed $10.00 (for U.S. affiliates) or $20.00 (for nonU.S. affiliates).
- If a product that generated commission is returned by the customer, Sea Island Forge will deduct the corresponding commission from the next commission payment. If there is no subsequent payment, Sea Island Forge will send Affiliate a bill for the commission.
- If Affiliate accrues the minimum commission amount during a Program Year but less than $10.00 remains in Affiliate’s account as of the end of such Program Year, such credits will be carried over to the following Program Year as if they were earned on the first day of such following Program Year. As such, if Affiliate does not accrue the minimum commission amount during such following Program Year (including such carried over credits), such carried over credits will be canceled and permanently deleted from Affiliate’s account at the end of such following Program Year.
- Except as set forth in this Agreement, commission shall have no value and are not redeemable in any way for cash or merchandise.
- If Affiliate does not provide a completed W9 form, federal taxes will be withheld from Affiliate’s commission checks.
- As a condition precedent to the right to receive any commission hereunder, Affiliate agrees to cash or deposit any commission check sent to Affiliate’s address of record within 120 days of the date of the check. Any failure to cash or deposit any such check within such period will cause any commission obligations associated with such check to be void ab initio.
9. INDEPENDENT CONTRACTORS
Affiliate and Sea Island Forge are deemed to be independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship between the Affiliate and Sea Island Forge. Neither Party has the authority to enter into agreements of any kind on behalf of the other Party.
10. POLICIES AND PRICING
Customers who buy products through the Program will be deemed to be customers of Sea Island Forge. Accordingly, all of Sea Island Forge’s rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Sea Island Forge may change our policies and operating procedures at any time. For example, Sea Island Forge will determine the prices to be charged for products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Sea Island Forge will use commercially reasonable efforts to present accurate information, but cannot guarantee the availability or price of any particular product. Affiliate agrees that it is solely responsible for reviewing the Sea Island Forge Website to ensure that Affiliate’s website does not contain any items that have been discontinued from Sea Island Forge’s catalog.
11. OBLIGATIONS BETWEEN AFFILIATE AND SEA ISLAND FORGE
- Each Party owns and shall retain all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or by it in the future.
- Sea Island Forge grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit, the name, logos, trademarks, service marks, trade dress and proprietary technology of Sea Island Forge (“Sea Island Forge Intellectual Property”) on Affiliate’s site solely for the purpose of creating links from Affiliate’s site to the Sea Island Forge Website. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same and any attempt at such sublicense, assignment is void.
- Affiliate’s limited license to use Sea Island Forge Intellectual Property is solely for the purposes authorized by this Agreement. Affiliate may not alter graphics containing Sea Island Forge Intellectual Property in any manner. For example, Affiliate may not change the proportion, color, or font of any image contained in Sea Island Forge Intellectual Property. Affiliate may not display the Sea Island Forge Intellectual Property in any manner that implies sponsorship, endorsement by Sea Island Forge other than Affiliate’s involvement in the Program. Affiliate may not use Sea Island Forge Intellectual Property to disparage Sea Island Forge, its products or services, or in a manner which, in Sea Island Forge’s reasonable judgment, may diminish or otherwise damage the goodwill in Sea Island Intellectual Property. Affiliate acknowledges that all rights to the Sea Island Forge Intellectual Property are exclusive property of Sea Island Forge, and all goodwill generated through Affiliate’s use of the Sea Island Forge Intellectual Property will inure to Sea Island Forge’s benefit. If Sea Island Forge determines, in its sole discretion, that Affiliate has violated any of the foregoing restrictions, Sea Island Forge may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to Affiliate under this Agreement and/or terminate this Agreement. If Sea Island Forge is required to enforce any of the foregoing restrictions, Affiliate shall be obligated to reimburse Sea Island Forge for any attorneys’ fees incurred in connection therewith.
12. OBLIGATIONS REGARDING AFFILIATE WEBSITE
Sea Island Forge disclaims all liability for all materials and information on Affiliate’s website. Affiliate agrees to indemnify and hold Sea Island Forge harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance and contents of Affiliate’s website.
13. LIMITATION OF LIABILITY; INDEMNIFICATION
Sea Island Forge 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 Sea Island Forge has been advised of the possibility of such damages. Further, Sea Island Forge’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to Affiliate under this Agreement within the last six (6) months. Unless Affiliate notifies Sea Island Forge in writing of an asserted discrepancy in the 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. Affiliate hereby agrees to indemnify and hold harmless Sea Island Forge and its subsidiaries and affiliates, and its 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 Affiliate’s 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 Affiliate herein, (c) any claim related to Affiliate’s Website, including, without limitation, content therein not attributable to Sea Island Forge; (d) any other claim arising from this Agreement, except for any claim attributable to the sole or gross negligence of Sea Island Forge.
Sea Island Forge 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, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. Sea Island Forge further makes no representation that the operation of the Sea Island Forge Website will be uninterrupted or error free, and Sea Island Forge specifically disclaims any liability for the consequences of any interruptions or errors.
15. TERM AND TERMINATION
The term of this Agreement will begin upon acceptance of your Program Application by Sea Island Forge and will end when terminated by either party. Either Party 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, Affiliate will immediately cease use of, and remove from Affiliate’s website, all links to the Sea Island Forge 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 Sea Island Forge to Affiliate pursuant hereto or in connection with the Program. Affiliate is only eligible to earn commission on purchases 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. Sea Island Forge reserves the right to withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.
Sea Island Forge may modify any of the terms and conditions contained in this Agreement at any time in its sole discretion by posting a change notice or a new agreement on the Sea Island Forge Website. Modifications may include, for example, changes in the scope of available commission, commission rates, payment procedures, and Program rules. Sea Island Forge typically announces substantive changes to the terms of this Agreement by email. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued participation in the program following the posting of a change notice or new agreement on the Sea Island Forge Website will constitute Affiliate’s binding acceptance of the change.
17. INDEPENDENT INVESTIGATION
AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT SEA ISLAND FORGE 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 AFFILIATE’S WEBSITE. AFFILIATE HAS 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.
Affiliate agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes, or procedures or any other confidential business information of Sea Island Forge that it learns during its performance of this Agreement, without the prior written consent of Sea Island Forge. This obligation will survive the cancellation or other termination of this Agreement.
- This Agreement is made in, governed by and will be construed solely in accordance with, the laws of the State of Georgia. Any action relating to this agreement must be brought in Federal or State Court located in Glynn County, Georgia, and Affiliate irrevocably consents to the jurisdiction of such Courts.
- The Affiliate may not assign this agreement by operation of law or otherwise, without the Sea Island Forge’s 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.
- Sea Island Forge’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of the Sea Island Forge’s right to subsequently enforce such a provision or any other provision of this Agreement.
- This Agreement supersedes all prior communications or understandings between Affiliate and Sea Island Forge, and constitutes the entire agreement between the parties, with respect to the matters herein.
- If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
EFFECTIVE DATE: May 2020