Affiliate Program Terms & Conditions
This Batch Cooking Club Affiliate Program Terms & Conditions (the “Agreement”) is between Batch Cooking Club (the “Owner”) and the Affiliate. In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
- “Affiliate” refers to the Affiliate identified in Exhibit A hereto.
- “Affiliate’s website” refers to the website on which the Affiliate may elect to place a link to the Owner’s website.
- “Owner” refers to Batch Cooking Club, which may be contacted via Stephanie Dreyer at [email protected]
- “Owner’s website” refers to the website that the Owner maintains at www.batchcookingclub.com.
2. Termination. The Owner reserves the absolute right to rescind or terminate the Affiliate’s participation in the Affiliate Program for any reason in its sole and absolute discretion, including but not limited to the following: if the Affiliate’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Affiliate’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
- Financial Responsibilities. The Affiliate will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program on their podcast (if applicable), social media platforms and / or website (if applicable), including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Affiliate’s podcast (if applicable), social media platform and website (if applicable), costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, and all other costs and expenses the Affiliate decides to incur to promote the Affiliate Program, and the Affiliate hereby holds the Owner harmless from or against the same.
- No Representations Regarding Income Potential. The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate’s participation in the Affiliate Program.
- Customer Service.
- The Owner will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Owner’s site through the links from the Affiliate’s site. Pricing of products and services is wholly within the Owner’s discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Owner’s site. The Owner’s only responsibility to the Affiliate in this regard is to track customer orders that occur through links from the Affiliate’s website and make reports to the Affiliate of the commissions due to the Affiliate as a result thereof. All such reports shall be un-audited. The Owner will have no obligation to provide the Affiliate with any specific information relative to any customer, regardless of whether they access the Owner’s site through the link from the Affiliate’s site.
- The Owner is not responsible for the failure to assign any sale or commissions to the Affiliate if the same results from the improper formatting of the link from the Affiliate’s website. The Affiliate should assure at all times that the link is appropriately formatted and report any problems that the Affiliate may have with the same to the Owner immediately.
- The Owner will pay commissions to the Affiliate for the Essential Batch Cooking Club as follows:
- The Owner will pay the Affiliate a 50% commission on each annual membership ($297) and each monthly membership ($29.70) sold through Affiliate.
- The Owner will pay commission on the first sale of annual memberships (not on subsequent years’ memberships that automatically renew).
- Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees (e.g. for payments through PayPal or Stripe), late charges, collection costs, and any other payment made to the Owner that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods.
- The Owner reserves the right to deduct in subsequent months for any commission that the Owner paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
- The Owner reserves the right to change and amend the commission rate structure at any time, in the Owner’s sole discretion.
- Commissions will only be paid on sales that are tracked through the Owner’s online tracking system and indicate the Affiliate as the source. There is no right to commissions if a user later returns to the Owner’s site and makes a purchase through a source other than through the Affiliate’s website. The Affiliate has no right to commissions based upon subsequent sales, even if the customer first arrived at the Owner’s site through the Affiliate.
- The Owner will pay commission only upon collection by the Owner. The Affiliate has no right to commissions until the applicable customer has paid the Owner in full. Only purchases that are made through the Owner’s online ordering process will count towards commission calculations.
- Commissions will be paid to the Affiliate on a monthly basis for amounts received by the Owner during the previous month minus any bank fees or charges incurred by the Owner to receive payments. The Owner does not guarantee an exact date of calculation of commissions or payments.
- Customer’s Provenance. All parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the Affiliate’s website, are deemed to be the Owner’s customers and not the Affiliate’s customers relative to the Owner’s products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Affiliate will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Affiliate’s website. Additionally, all such customers and purchases will be subject to the Owner’s policies, procedures, rules and regulations and the Affiliate has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner’s website. The Owner, however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of products at any time in its sole discretion.
4. Trademarks & Copyrights.
- The Affiliate will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Affiliate for use solely on the Affiliate’s website designated above. The Affiliate may only use the images that the Owner specifically makes available to the Affiliate. The Affiliate may not distribute, reproduce, modify, amend, these images in any way. The Affiliate may use these images only for the purposes of promoting the Owner’s website, and products and programs on the Affiliate’s website, in compliance with the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Affiliate Program.
- The Affiliate will only use such items in the form, size, content, and appearance that the Owner provided them to the Affiliate. The Affiliate is not permitted to modify them. The Affiliate agrees to display these items prominently on its social media feeds and website (if applicable). These items may only be used if they contain a hypertext link to the Owner’s website. This license shall immediately terminate upon the termination from the Affiliate Program. The Owner may also terminate this license upon notice to the Affiliate in the event that the Affiliate’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Affiliate agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Affiliate will not gain any trademark, copyright or other proprietary rights to such materials. The Affiliate agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Affiliate will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate will immediately cease from any use of this material.
- The Affiliate is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s website.
5. Product Availability. The Owner cannot guarantee product availability or the term of any price or special promotion or offer.
6. Responsibilities. The Affiliate is responsible for all matters pertaining to the Affiliate’s own website including its development, maintenance, operation and placing links on the Affiliate’s site in compliance with the terms of the Affiliate Program. The Affiliate is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Affiliate’s site or the content thereof and the Affiliate holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Affiliate’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Affiliate represents and warrants to the Owner that its site does not and will not contain any illegal materials and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
- Modifications. The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Affiliate. The Affiliate may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Affiliate and such termination shall be the Affiliate’s sole and exclusive remedy. In the event that the Affiliate continues to participate in the Affiliate Program following such modifications, the Affiliate will be deemed by its continued participation to accept any and all such changes.
- THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
- THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
- Without limiting the forgoing, the Owner’s total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.
7. Confidentiality. In the event that any information is disclosed to the Affiliate through the Affiliate participation in the Affiliate Program related in any way to the Owner company and business which the Owner deems to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate’s own purposes. Confidential information will include any information regarding the structure of this Affiliate Program, as well as any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
8. Indemnification. The Affiliate hereby agrees to indemnify the Owner and all of the Owner’s employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon any claims that any of the Affiliate’s trademarks and other proprietary materials infringe upon the rights of any other party, the Affiliate’s breach of any term, covenants, condition, representation or warranty contained in this Agreement, or any claim related directly or indirectly to the operation or content of the Affiliate’s website.
- Governing Law. These Terms & Conditions shall be interpreted under the laws of the State of California. Any and all legal actions relative hereto shall be in the courts of California, Los Angeles County.
- The Parties’ Relationship. The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Affiliate has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of the Owner.
- Notices. The Owner and the Affiliate agree that notices under these Terms & Conditions may be provided via email.
- Assignment. These Terms & Conditions are only for the Affiliate’s benefit. The Affiliate shall have no right to assign these Terms or Conditions or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
- Entire Terms & Conditions. These Terms & Conditions set forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.
- Severability. If any provision or term of these Terms & Conditions is held to be invalid for any reason, it shall not affect the enforceability of the remainder of these Terms & Conditions or any other term or condition in this document.