These Juice in the City Affiliate Program Terms and Conditions (this "Agreement") are entered into by you ("you" or “Affiliate”) and Juice in the City, Inc. ("we", or "JITC")
As a member of its Juice in the City Affiliate Program (the "Affiliate Program") you will create an account at JITC, complete your online registration as a member of the Affiliate Program and accept this Agreement. Once you are a member of the Affiliate Program, the following things shall occur: (i) you shall be given access to a personal affiliate link that you can email to your subscriber and personal email lists, friends and family, post on social media sites or include in your own posts and communications (the "Affiliate Link"); (ii) you will be given access to a widget which has been linked to your Affiliate Link (the "Widget") and which you can embed anywhere on your site or blog; (iii) the Widget will have links to JITC's website (the "JITC Site") and there will be a text link below the Widget; (iv) the content in and appearance of the Widget shall be changed by JITC in its sole discretion; and (v) JITC shall pay you a percentage (such percentage to be referred to as the "Affiliate Fee") of Gross Revenues (defined below) received and retained by JITC from sales of deals made on the JITC Site by users who land directly on the JITC Site through your Affiliate Link and purchase such deals during the same JITC Site visit. The amount payable to you hereunder is hereby defined as "Your Revenue" and the method of calculation is described in greater detail below. JITC shall have the right to discontinue the Affiliate Program and your membership thereof at any time without further liability.
You represent and warrant that you write, maintain and operate your site and any social media pages and accounts you may have, all information you have provided JITC is accurate to the best of your knowledge and you have the authority to enter into this Agreement, including the right to grant JITC permission to (i) link to your site; (ii) list you as a member of the Affiliate Program and (iii) operate the Widget on your site. You agree that you will not modify the Widget in any way and will not modify or remove any text link to the JITC Site below the Widget which, for purposes of this Agreement shall be deemed a part of the Widget.
JITC shall have the right, but not the obligation, to place content and ads in the Widget and promote the JITC Site and JITC partners, vendors and contractual partners thereon. Nothing herein shall require JITC to provide the Widget with content and JITC makes no guarantee regarding the amount of any payment to be made to you in connection with using the Affiliate Link or the Widget under this Agreement.
As between you and JITC, you will be solely responsible for the maintenance and operation of your site and for all materials that appear on your site, including, but not limited to, the following: (i) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; (ii) ensuring that the following material, as interpreted by JITC in it sole discretion, will not be included on your site: (a) pornographic or other unacceptable themed material; and (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; and (iii) promptly deleting upon request from JITC the Widget, and any other data, images, text and content obtained by you from JITC in connection with this Agreement (collectively, the JITC Content).
JITC shall make monthly payments of Your Revenue (defined below) to you as provided in this paragraph.
"Your Revenue" is defined as the Affiliate Fee (defined below) multiplied by the Gross Revenues (defined below) received and retained by JITC during that month.
"Gross Revenues" are defined as the total revenues received and retained by JITC during that month from sales of deals made on the JITC Site by users who landed directly on the JITC Site through your Affiliate Link and purchased such deals during the same JITC Site visit, less only credit card processing fees and returns and refunds.
If you have elected to participate in any opt-in programs, the amount payable therefore ("Opt-In Payments") shall be described in such program descriptions and your decision to participate shall reflect your agreement with the amounts offered. Opt-In Payments shall be paid in the same manner as Your Revenue and shall be subject to the terms of this Agreement and this paragraph in particular.
Approximately 60 days following the end of each calendar month, we will send you a check with Your Revenue. We will accrue and withhold Your Revenue month to month until the total amount due is at least $100.00. If the payment information that you provide is not accurate, JITC has no obligation to pay you hereunder. We are obligated by U.S. federal law to obtain tax information from Affiliate Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Affiliate Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Affiliate Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. JITC reserves the right to withhold payment of Your Revenue in the event of any breach of this Agreement by you.
You shall make available to JITC aggregate usage data regarding your site as reasonably requested by JITC as JITC needs it for its advertising sales. JITC may retain and use for its own purposes all information you provide to JITC in connection with the Affiliate Program.
During the term of this agreement and for a three (3) year period thereafter, you will not to disclose any confidential or proprietary information JITC provides to you or you otherwise obtain about JITC's business or the Affiliate Program during the course of this Agreement.
You agree to indemnify, defend, and hold harmless JITC, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., JITC advertisers or advertising distributors) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Affiliate Program, the materials on your site, and/or your breach of any of the terms of this Agreement.
You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority.
JITC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE PROGRAM, THE WIDGET, THE AFFILIATE LINK, THE JITC CONTENT, AND THE JITC SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT JITC IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SKIN ADS OR THAT YOU WILL BE ENTITLED TO RECEIVE ANY REVENUE.
The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between JITC and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that JITC or its sponsors supports, sponsors, or endorses any content of your site).
UNDER NO CIRCUMSTANCES SHALL JITC, its PARENT AND affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., JITC-Provided Advertisement advertisers or advertising distributors) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF JITC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JITC'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY JITC TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
The term of this Agreement will begin upon our written notification that your site has been accepted to participate in the Affiliate Program and shall continue for a period of two years. Notwithstanding the foregoing, either you or JITC 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 site, all references to your participation in the Affiliate Program, all JITC-provided advertisements, and all other materials provided by or on behalf of JITC to you pursuant hereto or in connection with the Affiliate Program, including the Widget and the Affiliate Link. JITC reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.
This Agreement shall be governed by, construed and enforced in accordance with the laws of New York State, without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 6 through 14 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.
