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Terms of Use and Privacy Statement


Our affiliates are very important to us. We do our best to
treat you with the fairness and respect you deserve. We simply ask the same
consideration of you. We have written the following affiliate agreement with
you in mind, as well as to protect our company's good name. So please bear with
us as we take you through this legal formality. If you have any questions,
please don't hesitate to let us know. We are strong believers in
straight-forward and honest communication. For quickest results please email us
at mesadevida (at) live (dot) com. You can also reach us via phone, toll-free:
1-866-221-2684 Cheers! Chef Kirsten Helle Sandoval CEO/Founder Mesa de Vida LLC


 



PLEASE READ THE ENTIRE AGREEMENT. YOU MAY COPY AND PRINT FOR
YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MESADEVIDA.COM
(HEREAFTER REFERRED TO AS MERCHANT.) BY SUBMITTING THE ONLINE APPLICATION YOU
ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM
AND CONDITION.

1. Overview This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in Merchant.com's Affiliate
Program facilitated through Affilatly. The purpose of this Agreement is to
allow HTML linking between your web site and the Merchant.com web site. Please
note that throughout this Agreement, "we," "us," and
"our" refer to Merchant.com, and "you," "your,"
and "yours" refer to the affiliate. 2. Affiliate Obligations 2.1. To
begin the enrollment process, you will complete and submit the online
application at the Affiliatly.com server. The fact that we auto-approve
applications does not imply that we may not re-evaluate your application at a
later time. We may reject your application at our sole discretion. We may
cancel your application if we determine that your site is unsuitable for our
Program, including if it: 2.1.1. Promotes sexually explicit materials 2.1.2.
Promotes violence 2.1.3. Promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age 2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law 2.1.6. Includes "Merchant" or variations or misspellings
thereof in its domain name 2.1.7. Is otherwise in any way unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable to us in our sole discretion. 2.1.8. Contains software
downloads that potentially enable diversions of commission from other
affiliates in our program. 2.1.9. You may not create or design your website or
any other website that you operate, explicitly or implied in a manner which
resembles our website nor design your website in a manner which leads customers
to believe you are Merchant.com or any other affiliated business. 2.2. As a
member of Merchant.com's Affiliate Program, you will have access to
Afilliatly's affiliate manager. Here you will be able to review our Program’s
details and previously-published affiliate newsletters, download HTML code
(that provides for links to web pages within the Merchant.com web site) and
banner creatives, browse and get tracking codes for our coupons and deals. In
order for us to accurately keep track of all guest visits from your site to
ours, you must use the HTML code that we provide for each banner, text link, or
other affiliate link we provide you with. 2.3. Merchant.com reserves the right,
at any time, to review your placement and approve the use of Your Links and
require that you change the placement or use to comply with the guidelines
provided to you. 2.4. The maintenance and the updating of your site will be
your responsibility. We may monitor your site as we feel necessary to make sure
that it is up-to-date and to notify you of any changes that we feel should
enhance your performance. 2.5. It is entirely your responsibility to follow all
applicable intellectual property and other laws that pertain to your site. You
must have express permission to use any person's copyrighted material, whether
it be a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or any
third party rights. 3. Merchant.com Rights and Obligations 3.1. We have the
right to monitor your site at any time to determine if you are following the
terms and conditions of this Agreement. We may notify you of any changes to
your site that we feel should be made, or to make sure that your links to our
web site are appropriate and to notify further you of any changes that we feel
should be made. If you do not make the changes to your site that we feel are
necessary, we reserve the right to terminate your participation in the
Merchant.com Affiliate Program. 3.2. Merchant.com reserves the right to
terminate this Agreement and your participation in the Merchant.com Affiliate
Program immediately and without notice to you should you commit fraud in your
use of the Merchant.com Affiliate Program or should you abuse this program in
any way. If such fraud or abuse is detected, Merchant.com shall not be liable
to you for any commissions for such fraudulent sales. 3.3. This Agreement will
begin upon our acceptance of your Affiliate application, and will continue
unless terminated hereunder. 4. Termination Either you or we may end this
Agreement AT ANY TIME, with or without cause, by giving the other party written
notice. Written notice can be in the form of mail, email or fax. In addition,
this Agreement will terminate immediately upon any breach of this Agreement by
you. 5. Modification We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such event, you will be notified
by email. Modifications may include, but are not limited to, changes in the
payment procedures and Merchant.com's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in Merchant.com's Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate your
agreement to the changes. 6. Payment Merchant.com uses a third party to handle
all of the tracking and payment. The third party is the Affiliatly affiliate
network. Kindly review the network’s payment terms and conditions. 7. Access to
Affiliate Account Interface You will create a password so that you may enter Affiliatly's
secure affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions 8.1. You are free to promote your own web sites, but
naturally any promotion that mentions Merchant.com could be perceived by the
public or the press as a joint effort. You should know that certain forms of
advertising are always prohibited by Merchant.com. For example, advertising
commonly referred to as "spamming" is unacceptable to us and could
cause damage to our name. Other generally prohibited forms of advertising
include the use of unsolicited commercial email (UCE), postings to
non-commercial newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise in any way that effectively conceals or
misrepresents your identity, your domain name, or your return email address.
You may use mailings to customers to promote Merchant.com so long as the
recipient is already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings. Also, you
may post to newsgroups to promote Merchant.com so long as the news group
specifically welcomes commercial messages. At all times, you must clearly
represent yourself and your web sites as independent from Merchant.com. If it
comes to our attention that you are spamming, we will consider that cause for
immediate termination of this Agreement and your participation in the
Merchant.com Affiliate Program. Any pending balances owed to you will not be
paid if your account is terminated due to such unacceptable advertising or
solicitation. 8.2. Affiliates that among other keywords or exclusively bid in
their Pay-Per-Click campaigns on keywords such as mesadevida.com, and/or any
misspellings or similar alterations of these – be it separately or in
combination with other keywords – and do not direct the traffic from such
campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from Merchant’s Affiliate
Program. We will do everything possible to contact the affiliate prior to the
ban. However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first occurrence of such PPC
bidding behavior. 8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in Merchant’s
service). 8.4. Affiliate shall not transmit any so-called “interstitials,”
“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,”
“Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive
pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a
qualifying link until such time as the consumer has fully exited Merchant’s
site (i.e., no page from our site or any Merchant.com’s content or branding is
visible on the end-user’s screen). As used herein a. “Parasiteware™” and
“Parasitic Marketing” shall mean an application that (a) through accidental or
direct intent causes the overwriting of affiliate and non affiliate commission
tracking cookies through any other means than a customer initiated click on a
qualifying link on a web page or email; (b) intercepts searches to redirect
traffic through an installed software, thereby causing, pop ups, commission
tracking cookies to be put in place or other commission tracking cookies to be
overwritten where a user would under normal circumstances have arrived at the
same destination through the results given by the search (search engines being,
but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies through
loading of Merchant site in IFrames, hidden links and automatic pop ups that
open Merchant.com’s site; (d) targets text on web sites, other than those web
sites 100% owned by the application owner, for the purpose of contextual
marketing; (e) removes, replaces or blocks the visibility of Affiliate banners
with any other banners, other than those that are on web sites 100% owned by
the owner of the application. 9. Grant of Licenses 9.1. We grant to you a
non-exclusive, non-transferable, revocable right to (i) access our site through
HTML links solely in accordance with the terms of this Agreement and (ii)
solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. You are
only entitled to use the Licensed Materials to the extent that you are a member
in good standing of Merchant.com's Affiliate Program. You agree that all uses
of the Licensed Materials will be on behalf of Merchant.com and the good will
associated therewith will inure to the sole benefit of Merchant.com. 9.2. Each
party agrees not to use the other's proprietary materials in any manner that is
disparaging, misleading, obscene or that otherwise portrays the party in a
negative light. Each party reserves all of its respective rights in the
proprietary materials covered by this license. Other than the license granted
in this Agreement, each party retains all right, title, and interest to its
respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer MERCHANT.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING MERCHANT.COM SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MERCHANT.COM ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED
AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR
SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 11. Representations and Warranties
You represent and warrant that: 11.1. This Agreement has been duly and validly
executed and delivered by you and constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its terms; 11.2. You
have the full right, power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform your obligations under
this Agreement, without the approval or consent of any other party; 11.3. You
have sufficient right, title, and interest in and to the rights granted to us
in this Agreement. 12. Limitations of Liability WE WILL NOT BE LIABLE TO YOU
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
IN NO EVENT SHALL MERCHANT.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT. 13. Indemnification You hereby agree to
indemnify and hold harmless Merchant.com, 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 (i) any claim that our use of the
affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim related
to your site, including, without limitation, content therein not attributable
to us. 14. Confidentiality All confidential information, including, but not
limited to, any business, technical, financial, and customer information,
disclosed by one party to the other during negotiation or the effective term of
this Agreement which is marked "Confidential," will remain the sole
property of the disclosing party, and each party will keep in confidence and
not use or disclose such proprietary information of the other party without
express written permission of the disclosing party. 15. Miscellaneous 15.1. You
agree that you are an independent contractor, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between you and Merchant.com. 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 Site or any other of Your Site or
otherwise, that reasonably would contradict anything in this Section. 15.2.
Neither party may assign its rights or obligations under this Agreement to any
party, except to a party who obtains all or substantially all of the business
or assets of a third party. 15.3. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of WASHINGTON without
regard to the conflicts of laws and principles thereof. 15.4. You may not amend
or waive any provision of this Agreement unless in writing and signed by both
parties. 15.5. This Agreement represents the entire agreement between us and
you, and shall supersede all prior agreements and communications of the
parties, oral or written. 15.6. The headings and titles contained in this
Agreement are included for convenience only, and shall not limit or otherwise
affect the terms of this Agreement. 15.7. If any provision of this Agreement is
held to be invalid or unenforceable, that provision shall be eliminated or
limited to the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and
effect.

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