By submitting your application to become an affiliate in Hugger Mugger’s Affiliate Program, you are confirming that you have read, understand, and are accepting these Terms and Conditions. This is a legal agreement between you and Hugger Mugger Company, Inc. (Hugger Mugger, Hugger Mugger Yoga Products, HuggerMugger.com).
1. OVERVIEW
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Hugger Mugger’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the HuggerMugger.com website. Please note that throughout this Agreement, "we," "us," and "our" refer to Hugger Mugger Company, Inc., 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 HuggerMugger.com. The application will be reviewed within 3 business days for approval, and we may reject your application at our sole discretion. If approved, Hugger Mugger will need a completed a W-9 tax form before granting access to the Affiliate Account Manager. Affiliates must be residents of the United States. Your application will be refused if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.2. Promotes violence
2.1.3. Promotes sexually explicit materials
2.1.4. Promotes illegal activities
2.1.5. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion
2.1.6. Incorporates any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.7. Contains software downloads that potentially enable diversions of commission from other affiliates in our program
2.1.8. Includes "Hugger Mugger" or variations or misspellings thereof in its domain name
2.1.9. Is a website created or designed in a manner that resembles our website or leads customers to believe you are HuggerMugger.com or any other affiliated business
2.2. As a member of Hugger Mugger’s Affiliate Program, you will have access to your Affiliate Account Manager. Here you will be able to review our Program’s details, and choose HTML code and banner images that provide links to HuggerMugger.com. 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.
2.3. Hugger Mugger reserves the right, at any time, to review your placement, approve the use of your links, and require you to change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your website will be your responsibility. We may monitor your site as we deem 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 your responsibility to follow all applicable laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be 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.
2.6. Annual commission payments exceeding $600 are required to be reported to the IRS, in which case we will send you a 1099-MISC tax form in January.
3. HUGGER MUGGER 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. If you do not make these changes, we reserve the right to terminate your participation in the Hugger Mugger Affiliate Program.
3.2. Hugger Mugger reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice should you be accused of or commit fraud in your use of the Hugger Mugger Affiliate Program or should you abuse this program in any way. If such fraud or abuse is alleged or detected, Hugger Mugger will not be liable to you for any commissions for fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated.
4. TERMINATION
Either you or we may terminate 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 Hugger Mugger’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in Hugger Mugger’s Affiliate Program following the notice of the changes will indicate your agreement to the changes.
6. PAYMENT
Hugger Mugger uses a third party to handle all of the tracking and payment. The third party is the MageStore.com Affiliate Plus network.
7. ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter Affiliate Plus’ secure affiliate account interface. From there you will be able to receive your reports that will describe the calculation of the commissions due to you.
8. PROMOTION RESTRICTIONS
8.1. You are free to promote your own websites, but any promotion that mentions Hugger Mugger might be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by Hugger Mugger. For example, advertising commonly referred to as "spamming" is unacceptable. 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 Hugger Mugger so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. You may also post to newsgroups to promote Hugger Mugger as long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Hugger Mugger. 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 Hugger Mugger Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to unacceptable advertising or solicitation.
8.2. Affiliates that bid in Pay-Per-Click (PPC) campaigns on keywords such as Hugger Mugger, Hugger Mugger Yoga Products, huggermugger.com,
www.huggermugger.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 Hugger Mugger’s Affiliate Program. 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 Hugger Mugger’s products).
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 Hugger Mugger’s site (i.e., no page from our site or any of HuggerMugger.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 the Hugger Mugger website in IFrames, hidden links and automatic pop ups that open HuggerMugger.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 Hugger Mugger’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Hugger Mugger and the good will associated therewith will inure to the sole benefit of Hugger Mugger.
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
Hugger Mugger makes no express or implied representations or warranties regarding Hugger Mugger’s service and website, or the products or services provided therein. 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.
11. REPRESENTATIONS & WARRANTIES
You represent and warrant that:
11.1. 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;
11.2. 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 our 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 Hugger Mugger Company, Inc., 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 or court order. If either party receives a subpoena or other request for such documents related to a court proceeding they shall give immediate notice to the other party so that the other party can, if it wishes, seek to quash the summons or obtain a protective order.
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 Hugger Mugger Company, Inc. 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 website or any other website 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 Utah 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.
If you have any questions, please don't hesitate to let us know. For the fastest results please email us at affiliate@huggermugger.com or reach us via phone, toll-free: 1-800-473-4888.