Terms and Conditions     1.  Introduction  2.  Offers and Engagements  3.  Your Responsibilities  4.  Commissions  5.  Ownership and Licenses 6.  Termination 7.  Representations  8.  Cross-Indemnification  9.  Impact Radius Required Provisions 10. Limitation of Liability 11. General 12. Spam 13. Linking Requirements 14. Keyword Bidding Policy 15. Agreement Modification      ******************************************************************************   IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE SimplyChocolate.COM AFFILIATE PROGRAM. YOUR PARTICIPATION IN THE SimplyChocolate.COM AFFILIATE PROGRAM  IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS  CONTAINED IN THIS AGREEMENT. BY SELECTING THE "ACCEPT" BUTTON AT  THE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL  AGREEMENT WITH SimplyChocolate.COM, FORMALLY INDICATING  YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS  AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF  THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,  DO NOT SELECT THE "ACCEPT " BUTTON AT THE BOTTOM OF THE ONLINE  APPLICATION.    ******************************************************************************   1.Introduction   This is the Agreement that will govern your participation in an Engagement  through the Impact Radius with Us.  Please read this Agreement and  check the box on the previous page to digitally sign this Agreement. To  print a copy of this Agreement, please use your browser's print command.       1.1. PUBLISHER AGREEMENT   This Publisher Agreement (this "Agreement") is made between you ("You") and us  ("We" or "Us").  Neither Impact Radius nor any of its corporate  affiliates are parties to this Agreement.   1.2. BACKGROUND   Both parties desire to establish the general terms and conditions which shall  govern advertising and commission arrangements between You and Us resulting  from our participation in the Impact Radius.   TERMS AND CONDITIONS   In consideration of the promises set forth below, each party agrees as  follows:   *******************************************************************************   2. Offers and Engagements   2.1. From time to time, We may post on the Impact Radius offers  (each, an "Offer") to pay to other participants a specified commission in  return for certain advertising services leading to a Qualifying Link (defined  below).      2.2. If You accept one of our Offers, we will have entered into an  "Engagement."  Each Engagement shall have the same identification number as  the original Offer that lead to the Engagement and shall be governed by the  terms and conditions of this Agreement.  However, in the event of any  inconsistency between the terms of the specific Engagement and the terms of  this Agreement, the terms of the Engagement shall govern.   2.3. At any time prior to You displaying a Qualifying Link on one of Your  websites, Advertiser may, with or without notice (a) change, suspend or  discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or  modify any graphic or banner ad that we have submitted for an Offer or an  Engagement.  You agree to promptly implement any request from Us to remove,  alter or modify any such graphic or banner ad.   *******************************************************************************   3. Your Responsibilities   3.1. You hereby agree to comply with all applicable laws.   3.2. You hereby agree that the position, prominence and nature of links on  the Your site shall comply with any requirements specified in the Engagement,  but otherwise will be in Your discretion.   3.2. You agree not to make any representations, warranties or other statements  concerning Us, Our site, any of Our products or services, or Our site  policies, except as expressly authorized by the Engagement.   3.3. You are responsible for notifying Us and Impact Radius of any  malfunctioning of the URLs specified in the Engagement (the "Required URLs")  or other problems with Your participation in the Engagement. We will respond  promptly to all concerns upon receipt of Your notification.   ********************************************************************************   4. Commissions   4.1. We agree to pay to You the commission specified in the Engagement if We  sell to a visitor to Our site (a "Customer") a product or service that is the  subject of the Engagement and if that Customer has accessed Our site and  purchased the product or service via a Qualifying Link.   4.2. For products that are purchased and are subject to the Engagement  by consumers via  "Qualifying Link" utilizing a promotion(s) approved by Simplychocolate.COM and for which Simplychocolate.COM has delivered the ordered products and received full payment (each a "Qualifying Purchase(s)"), PARTICIPANT will receive commissions which will be based on "Net Sales" of Qualifying Purchase(s): based upon the accepted Offer of a specified commission for which we have entered into an Engagement with you through the Impact Radius. "Net Sales" is defined as the gross sales price of a Qualifying Purchase less taxes, service charge, shipping, relay and handling charges, discounts, gift certificates, promotional offers (e.g., airline miles, points, e- money etc.), credit card processing fees, credits, refunds, rebates and chargebacks. We may, within our sole discretion, make offers available to you through The Impact Radius from time to time; which offers may be changed, suspended or discontinued by Simplychocolate.COM at any time without notice. A "Qualifying Link" is a link from Your site to Our site using one of the  Required URLs or any other URL provided by Us for use in the Impact Radius  Network if it is the last link to Our site that the Customer uses during  a Session where a sale of a product or a service to Customer occurs.  A  "Session" is the period of time beginning from a Customer's initial contact  with Our site via a link from Your site and terminating when the Customer  either returns to Our site via a link from a site other than Your site or the  Engagement expires or is terminated.    4.3. We shall have the sole right and responsibility for processing all orders  made by Customers. You acknowledges that all agreements relating to sales to  Customers shall be between Us and the Customer.   4.4. All determinations of Qualifying Links and whether a commission is  payable will be made by Impact Radius and will be final and binding on  both You and Us.  Prices for the products will be set solely Us in Our  discretion.   4.5. Please remember that only approved Impact Radius coupon codes are accepted and  commissioned as affiliate sales. So please be sure to use only COUPON CODES THAT ARE PROVIDED DIRECTLY BY US OR FROM THE Impact Radius INTERFACE. Do not use any  other COUPON CODES. Sales generated with non affiliate code will be reversed.   ********************************************************************************   5. Ownership and Licenses   5.1. Each party owns and shall retain all right, 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 used by it in the future.   5.2. We grant to You a revocable, non-exclusive, worldwide license to use,  reproduce and transmit the name, logos, trademarks, service marks, trade dress  and proprietary technology, as designated in the Engagement or during the  registration process in the Impact Radius, on Your site solely for  the purpose of creating links from Your site(s) to Our site(s) during  Engagements. Except as expressly set forth in this Agreement or permitted by  applicable law, You may not copy, distribute, modify, reverse engineer, or  create derivative works from the same.  You may not sublicense, assign or  transfer any such licenses for the use of the same, and any attempt at such  sublicense, assignment or transfer is void.   5.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use,  reproduce and transmit any graphic or banner ad submitted by You solely for  co-branding purposes or as a return link from Our site(s) to Your site(s). We  will remove such graphic or banner ad upon Your request.   SimplyChocolate.com does not allow any trademark term bidding within  any and all pay for placement, paid inclusion and other search engines. These  trademark terms include but are not limited to:         Simply Chocolate       SimplyChocolate       SimplyChocolate.com       SimplyChocolate.com coupon       SimplyChocolate.com discount   Any affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.   In addition, Affiliate may not claim to be SimplyChocolate.com,  in any pay-for-placement, paid inclusion or other search engines, and must  clearly state the nature of the Affiliate relationship. Affiliates violating  this policy may be terminated without notice and forfeit all commissions.    ********************************************************************************   6. Termination   6.1. Either party may terminate any Engagement at any time by deleting their  acceptance of the Engagement through the Impact Radius. Termination  of an Engagement shall not terminate this Agreement or any other Engagement.   6.2. Either party may terminate this Agreement at any time, for any reason,  provided that they provide at least five days prior written notice of such  termination to the other party and the Impact Radius. Termination of  this Agreement shall also terminate any outstanding Engagements. However, all  rights to payment, causes of action and any provisions which by their terms  are intended to survive termination, shall survive termination of this  Agreement.   ********************************************************************************   7. Representations   7.1. Each party represents to the other that (a) it has the authority to enter  into this Agreement and sufficient rights to grant any licenses granted  hereby, and (b) any material which is provided to the other party and  displayed on the other party's site will not (i) infringe on any third party's  copyright, patent, trademark, trade secret or other proprietary rights or  right of publicity or privacy; (ii) violate any applicable law, statute,  ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd,  pornographic or obscene; (v) violate any laws regarding unfair competition,  antidiscrimination or false advertising; (vi) promote violence or contain hate  speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots  or other similar harmful or deleterious programming routines.   7.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED  TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.   ********************************************************************************   8. Cross-Indemnification   8.1. Each party hereby agrees to indemnify, defend and hold harmless the other  party and its publishers, directors, officers, employees and agents, from and  against any and all liability, claims, losses, damages, injuries or expenses  (including reasonable attorneys' fees) brought by a third party, arising out  of a breach, or alleged breach, of any of its representations or obligations herein.   ********************************************************************************   9. Impact Radius Required Provisions   9.1. Each party jointly and severally agrees to indemnify, defend, and hold  harmless Impact Radius and its publishers, officers, directors,  employees and agents (collectively, "Impact Radius") from and against any and all  liability, claims, losses, damages, injuries or expenses (including reasonable  attorneys' fees) directly or indirectly arising from or relating to any Offer,  Engagement, any other matter related to this Agreement or the subject matter  hereof any dispute relating thereto.   9.2. The parties agree that Impact Radius may rely on any data, notice,  instruction or request furnished to Impact Radius by either party which is  reasonably believed by Impact Radius to be genuine and to have been sent or  presented by a person reasonably believed by Impact Radius to be authorized to act  on behalf of one of the parties.  In the event of any dispute between the  parties, the parties agree that to the extent the parties contact and involve  Impact Radius, Impact Radius may consult with and use counsel of its own choice in  connection with such dispute and the reasonable fees and disbursements of  Impact Radius's counsel shall be within the costs and disbursements covered by the  indemnity specified in Section 8.1 above.   9.3. The parties acknowledge and agree that this Agreement and the Engagements  are only made possible due to Impact Radius and that the parties shall not, for  the duration of this Agreement and for twenty-four (24) months thereafter,  enter into any advertising, collaborations or other commercial arrangements  with each other in connection with their sites on the World Wide Web except  via the Impact Radius.   9.4. The parties acknowledge and agree that the nature of the Product is such  that in its normal operation it may access and download elements of software  data from resources which are external to the computer or device running the  Product, such as Product enabled servers.  The parties acknowledge that  Impact Radius has not undertaken to provide such external resources or servers and  specifically disclaims any representation or warranty as the availability,  quality or performance of such resources or whether they may contain any  defects which may affect the performance of the Product or either party's  computer.  Impact Radius shall not be responsible for provision of any  communications facilities or the costs associated with such communications.   9.5. The parties agree that Impact Radius is an intended third party beneficiary  of this Agreement.   ********************************************************************************   10. Limitation of Liability   10.1. In no event shall either party be liable to the other party for any  direct, indirect, special, exemplary, consequential or incidental damages,  even if informed of the possibility of such damages.   10.2. The parties agree that the Impact Radius and Impact Radius  Corporation and its publishers, officers, directors, employees and agents  shall not be liable to either party for any direct, indirect, special,  exemplary, consequential or incidental damages, even if informed of the  possibility of such damages.   ********************************************************************************   11. General   11.1. Each party shall act as an independent contractor and shall have no  authority to obligate or bind the other in any respect.   11.2. This Agreement has been made in and shall be construed and enforced in  accordance with the laws of the state of New York.  Any action to enforce this  Agreement shall be brought in the federal or state courts located in that  state.  If you need to send official correspondence, send it via registered  mail to Our headquarters to the attention of Our legal department.   11.3. By accepting any Offer through the Impact Radius, You agree  that you will be deemed to have executed, and will be bound by, this  Agreement.    11.4. The provisions of this Agreement are independent of and separable from  each other, and no provision shall be affected or rendered invalid or  unenforceable by virtue of the fact that for any reason any other or others of  them may be invalid or unenforceable in whole or in part.   ********************************************************************************   12. Spam    Partner understands that the use of unsolicited commercial e-mail ("spam") by  affiliates is absolutely prohibited. Your participationin the  SimplyChocolate.com affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail  solicitation, however, can be an important means of advertising your site and  your relationship with SimplyChocolate.com. The following rules represent  best practices, which are permitted under this agreement:   If an "opt-In" system exists for your line of business and target market, you  may use it. (Opt-In systems are those where the user specifically requests to  be placed on a mailing list.)    Violation of this rule will result in the suspension or termination of your  affiliate relationship with SimplyChocolate.com including the forfeiture  of any commissions from the date of the offending e-mailing.    ********************************************************************************   13. Linking Requirements    When you become an Affiliate Site in our Affiliate Program, we will provide you  with Links that will allow Users to your Web site to be transported directly  when they click on the Link to Products on our Web site. As an Affiliate, you  may display these Links on your Web site subject to the terms and conditions  contained herein. All Links are subject to our approval and we will provide you  with the information that you need to enable you to make appropriate Links to  our Web site from your Web site. By accepting the terms of this Agreement, you  agree that you shall cooperate fully with SimplyChocolate.com to maintain  such Link or Links. You further agree that (a) such Link or Links shall be  displayed prominently throughout your Web site as you see fit and with our  consent, (b) no Link or Links shall be modified, expanded or reduced in any way  without our consent and (c) no Link or Links on your Web site shall in any way  modify the look, feel and/or functionality of our Web site. We reserve the right  to monitor your Web site at any and at all times to make certain that you are in  compliance with the terms and conditions of this Agreement. You shall be fully  responsible for all content, links and activities conducted on your Web site. We  disclaim all liabilities related to such matters. You agree to indemnify  SimplyChocolate.com and hold us harmless (as well as our employees, officers,  agents, directors and affiliated entities) from all liability claims, damages  and expenses (including, without limitation, attorneys' fees) relating to the  development, operation, maintenance, activities, contents and links of your Web  site.    In accordance with the Impact Radius Terms and Conditions, You agree that You shall not:      Place or use any Link of SimplyChocolate.com except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions; Inflate the number of applications, accounts,  clicks or other specified compensable actions or any impressions of the  SimplyChocolate.com web site, by any method or using any hidden frames,  java pop ups, Web bot, robot, automatic redirecting of users, autospawning of  browsers, or any other technique or means of generating automated  click-throughs, requiring visitors to click on SimplyChocolate.com's  Link before entering any area of Your Site(s), by placing or including  Promotions or links on pages of Your Site that automatically reload or go to  another page without interaction from the user (for example, Simply Chocolate pull or  server push technology, METATAG reload, or refresh command on page html) or  on any page that is not generally accessible to all Web users (for example,  pop-up windows and hidden frames); Affiliates using any of the aforementioned  techniques or methods to establish a click, and/or place a cookie on a users  computer will be terminated without notice and forfeit all outstanding and  future commissions.   ********************************************************************************   14. Keyword Bidding Policy   You are not allowed to bid on our SimplyChocolate.com trademark names,  renditions thereof and their derivatives. We police keyword bidding on the below  terms regularly, and in order to remain in compliance with our terms of service,  we'd like to remind you of the following restrictions on keyword bidding:    Publishers are prohibited from bidding on SimplyChocolate.com  and any variations including misspellings, alternate spellings, alternate  spacing, or any phrases that include these terms.   Affiliates may not use our brand name or domain name, or any variation, similar  terms or misspelling of our brand name, as the display domain in any search  advertisement.   Affiliates may not use our brand name or domain name, or any variation, similar  terms or misspelling of our brand name in PPC ad copy without prior approval.   You may not register any domain name that contains our brand name, misspellings  of our brand name or variations of our brand name.   You are prohibited from Direct Linking.   Failure to comply so will result in a temporary suspension from our Affiliate  Program. Once you are placed on temporary suspension, you will be out  of the SimplyChocolate.com Affiliate Program for 14 days  and ineligible to receive any commissions on the SimplyChocolate.com  sales you generate during this term. After the 14 day term, you will have the  opportunity to opt back in to the SimplyChocolate.com Affiliate Program  if you have complied with the above request. A second violation of this policy  will result in permanent termination from our Affiliate Program.    We understand that these keywords may drive traffic to your site and are prepared  to work with you to find alternative ways to maximize the partnership. We  appreciate your understanding in this matter.    *********************************************************************************   15. Agreement Modification    We may modify any of the terms and conditions contained in this Agreement, at  any time and in our sole discretion, by posting a change notice or new  agreement on our site. Notice of any change to this Agreement delivered by  e-mail, to your address on our records, or the posting of a new agreement on  our Web site is considered sufficient notice for notifying you of a  modification to the terms and conditions of this Agreement. Modifications may  include, but are not limited to, changes in the scope of available Referral Fees,  the Commission schedule, payment procedures and Affiliate Program rules.   All such modifications shall take effect 48 hours after we serve notice as  provided above, unless we indicate otherwise. If a modification is unacceptable  to you, your sole recourse is to terminate this Agreement. Your continued  participation in the Affiliate Program following our posting of a change will  constitute binding acceptance by you of such change.    Important Reminder About FTC Guidelines for Affiliates: The  current  FTC  guidelines  require  that  sponsored  social  media  posts  include  the  hashtags “#sponsored”  or  “#ad”  as  close  to  the  beginning  of  the  content  as  possible  and  before  any  links  leading  back  a  brand’s  landing  page.  In  a  blog  post,  the  disclosure  statement  must  be  clearly  visible  and  come  above  the  “fold”  or  “scroll”  ahead  of  any  brand  links.  For  video  and  audio sponsored content, there must be ei