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Terms and Conditions
To be an authorized affiliate of FreshDrop.biz, you agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and using the FreshDrop.biz service as an affiliate. By signing up for the FreshDrop.biz affiliate program, you indicate your acceptance of this agreement and its terms and conditions. AFFILIATE PROGRAM AGREEMENT PLEASE READ THIS DOCUMENT IN ITS ENTIRETY AND, UPON ACCEPTANCE OF YOUR AGREEMENT TO BE LEGALLY BOUND TO ALL APPLICABLE TERMS HEREIN (BY CHECKING THE "AGREEMENT" BOX), THE PARTIES WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT (THIS "AGREEMENT"). IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO LINK TO THIS SITE OR ANY OF FRESHDROP'S WEBSITES. These are the terms and conditions of your participation in the Affiliate Program ("Program") of FreshDrop LLC, d/b/a FreshDrop.net ("FRESHDROP"). In consideration of the promises set forth below, the parties agree as follows: 1. The Program. FRESHDROP offers and sells subscriptions to its data and/or services (collectively, the "Services") offered by FRESHDROP and/or its third-party advertisers and suppliers ("Third Parties") on this Web site, http://www.freshdrop.net, which is hosted and operated by FRESHDROP (which site, together with any successors or updates, co-brands or private labels, shall be referred to collectively as this "Site"). FRESHDROP shall provide to Affiliate one or more Links that may be used by a visitor(s) to the Affiliate Web site identified on the Sign Up Form (the "Affiliate Site") to link to those Services on this Site that are approved by FRESHDROP (such visitors who link to this Site as a result of such Links, "Visitors"). As used herein, "Links" shall mean any of FRESHDROP's software, software code, programming, images, graphics, promotional text or other technology or method (or any combination of the foregoing) that, when activated, creates a unique hyperlink between the Affiliate Site and this Site or otherwise results in this Site being served in a Visitor's web browser. FRESHDROP assumes no responsibility or liability whatsoever for access via this Site to any products and/or services or sites offered by Third Parties. 2. Licenses. a. FRESHDROP hereby grants to Affiliate a revocable, limited, non-exclusive, non-transferable, non-sub-licensable license to install and display the Links provided by FRESHDROP to Affiliate hereunder for the sole purpose of linking Visitors from the Affiliate Site to this Site, subject to the terms and conditions of this Agreement and any usage guidelines communicated, in advance, by FRESHDROP to Affiliate from time to time. Except for the limited usage rights expressly provided in this Section 2.a, nothing contained in this Agreement will give Affiliate any right, title or interest in or to the Links, this Site or any intellectual property of FRESHDROP or the goodwill associated therewith. Except for the license expressly provided by FRESHDROP hereunder, no other licenses are granted, either expressly or by implication, to any intellectual property rights of FRESHDROP. b. Affiliate hereby grants to FRESHDROP a revocable, limited, worldwide, non-exclusive, non-transferable, license to install, display, and maintain Affiliate's marks and logos provided by Affiliate to FRESHDROP hereunder for the sole purpose of displaying such marks and logos on this Site, subject to the terms and conditions of this Agreement and any usage guidelines communicated, in advance and in writing, by Affiliate to FRESHDROP from time to time. Except for the limited usage rights expressly provided herein, nothing contained in this Agreement will give FRESHDROP any right, title or interest in or to Affiliate's Intellectual Property (defined in Section 9.b below) or the goodwill associated therewith. c. The parties acknowledge and agree that, except for the rights and licenses expressly granted by each party to the other party under this Agreement, each party will retain all right, title and interest in and to its intellectual property and all content, information and other materials on its respective Web sites, and nothing contained in this Agreement will be construed as conferring upon such party, by implication, operation of law or otherwise, any other license or other right. 3. Affiliate's Responsibilities. a. Affiliate hereby represents and warrants that it has accurately and truthfully completed FRESHDROP's Affiliate Sign Up Form, which is incorporated herein by reference. FRESHDROP will notify Affiliate of Affiliate's acceptance into the Program. Acceptance of Affiliate's application is in FRESHDROP's sole discretion and FRESHDROP may reject Affiliate's application for any reason. In the event that any of the information provided by Affiliate in the Sign Up Form changes, Affiliate agrees to notify FRESHDROP immediately. FRESHDROP shall have the right to terminate this Agreement immediately, in whole or in part, if it disapproves of an Affiliate Site. b. Affiliate agrees to promptly and prominently display the Links on the Affiliate Site and to promptly update such Links upon reasonable notice from FRESHDROP. Affiliate may use any number of Links on the Affiliate Site so long as, at all times, FRESHDROP has the right to approve the location and use of such Links on the Affiliate Site. Other than as expressly set forth herein, Affiliate is not authorized to establish any other type of link to this Site or to use the Links for any purpose other than to link Visitors from the Affiliate Site to this Site. Affiliate agrees to promptly notify FRESHDROP in the event of any problem or malfunction with one or more Links. In no event shall Affiliate directly or indirectly (i) use the Links on a stand-alone basis, or permit a third party to do the same; (ii) modify, sublicense, assign, or transfer the Links in any way or to allow or permit any third party to do the same; or (iii) circumvent any devices employed by FRESHDROP to prevent or limit access to the Links. c. Affiliate is solely responsible and liable for the development, operation and maintenance of, and all costs associated with the Affiliate Site, any Intellectual Property thereon, and any software and equipment related thereto. In addition to any and all other express prohibitions set forth herein, the Affiliate Site shall not, in any way: (i) copy or resemble the design, look and feel of, or create the impression that it is part of, this Site or any of FRESHDROP's affiliates' or subsidiaries' Web sites without first receiving FRESHDROP's express written approval, which approval may be denied in FRESHDROP's sole discretion, or use any names, trade names, logos, trademarks, service marks, trade dress, copyrights and similar identifying materials and proprietary technology, as well as all other content and materials comprising this Site, and any successors thereto, that are identical with or confusingly similar to any names, trade names, logos, trademarks, service marks, trade dress, copyrights and similar identifying materials and proprietary technology, as well as all other content and materials of FRESHDROP contained on this Site or any of FRESHDROP's affiliates' or subsidiaries' Web sites; (ii) display sexually explicit or obscene materials, or materials that are otherwise deemed offensive; (iii) advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iv) promote or engage in illegal activities; (v) violate intellectual property rights or any proprietary rights of third parties; (vi) contain or promote deceptive information or promote gambling; or (vii) support or refer consumers to any FRESHDROP competitor. 4. Visitors. a. Use of this Site by Visitors shall be governed by FRESHDROP's Terms of Use and its Privacy Policy and Affiliate shall comply with such Terms of Use and Privacy Policy. FRESHDROP shall own all right, title and interest in and to all information related to the Visitors and such information shall be deemed FRESHDROP's proprietary and Confidential Information (defined below). b. FRESHDROP shall be solely responsible for making the Services available to Visitors hereunder, and, excepting any reporting, which shall be subject to the terms of Section 7 below, FRESHDROP is not obligated to provide to Affiliate any data or information related to Visitors, whether personally-identifiable or otherwise. All terms relating to the provision of the Services shall be between FRESHDROP and each Visitor. FRESHDROP reserves the right to refuse to serve a Visitor for any reason. 5. Confidentiality; Promotions. a. Except as expressly provided in this Agreement, Affiliate shall not disclose to any third party, without FRESHDROP's prior written consent, any information relating to FRESHDROP's business, which is not publicly known, including, but not limited to, the course of dealings between the parties, sales, performance, traffic numbers, payments, reporting or any other information regarding Visitors, whether personally identifiable or otherwise, or which is marked or identified as, or provided under circumstances indicating that it ought to be treated as, confidential ("Confidential Information"). Without limiting the foregoing, Affiliate shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information under this Agreement. Affiliate shall promptly notify FRESHDROP of any actual or suspected misuse or unauthorized disclosure of the FRESHDROP's Confidential Information. Affiliate agrees that, in the event of a breach or threatened breach of this Section, FRESHDROP shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) in order to remedy such breach or threatened breach, which remedies shall be in addition to any and all other remedies provided hereunder or available at law or equity to FRESHDROP. b. Affiliate agrees to promote the Services, subject to the terms and conditions specified on this Site. Affiliate acknowledges and agrees that such terms and conditions may change without notice. FRESHDROP may discontinue offering Services on this Site for any reason without prior notice to Affiliate. c. Except as expressly provided herein, Affiliate shall not, in the course of performing this Agreement, or thereafter, use, release or distribute any advertising or promotional materials or media referring to FRESHDROP or the relationship between the parties, or use FRESHDROP's intellectual property, including, but not limited to, FRESHDROP's materials, name, trademark, service mark, logo, symbol, or other brand identifier, without first obtaining FRESHDROP's written consent. d. Affiliate shall not use the Program, any software code or otherwise in any way obtain or attempt to obtain personally identifiable information or learn the identity of users of this Site. 6. Payment. Throughout the Term of the Agreement, Affiliate shall be entitled to receive a Commission based upon the following terms: a. Definitions. For the purposes of this Agreement, the following definitions apply: i. A "Subscription Payment" shall refer to each completed payment by a Visitor for Services, via each Affiliate Link to this Site, for which FRESHDROP has received full payment. ii. "Commission" shall be refer to a certain percentage payable to Affiliate by FRESHDROP based upon the type of Subscription Payment generated by each Affiliate Link to this Site, the details of which are provided below. iii. "Total Sales" shall mean the amounts actually received by FRESHDROP from Visitors for Subscription Payment, less taxes, fees, charge backs, discounts, cancellations and refunds. b. Monthly Commission Payable Based on Total Sales: Based upon the type of Subscription Payment and the amount of Total Sales generated by the Affiliate Site hereunder, FRESHDROP shall pay to Affiliate a monthly Commission as follows: i. Monthly Commission for Total Sales: Total Sales Monthly Commission 1-15 active subscriptions 10% of Total Sales 16-30 active subscriptions 15% of Total Sales More than 30 active subscriptions 20% of Total Sales Notwithstanding the foregoing, Total Sales shall not be aggregated for the purpose of receiving a higher Monthly Commission under one of the types of Commission set out above. c. Payment of any Commission shall be the sole compensation payable to Affiliate under this Agreement and FRESHDROP makes no guarantee as to the amount of Commission that may be generated by Affiliate pursuant to this Agreement. FRESHDROP shall pay any undisputed Commission owed to Affiliate not less frequently than once each calendar month for the total Commission earned during the prior calendar month; provided, however, (i) if the Commission totals $25.00 or less for a given month, payment shall be retained until such time as the total amount during a monthly billing cycle exceeds $25.00, at which time all undisputed outstanding Commissions will be paid to Affiliate; (ii) if FRESHDROP has unintentionally failed to pay to Affiliate a Commission during the month it became due, FRESHDROP shall be entitled to accrue such amount and submit it with the next monthly payment due; and (iii) if necessary, final payment to Affiliate may be retained for a reasonable period of time to ensure full and complete settlement with the Visitor. d. Notwithstanding the foregoing, Affiliate shall not be entitled to payment by FRESHDROP in the event that: (i) a Subscription Payment is offset, canceled, refunded, rebated, reduced or there is a similar deduction or allowance made to the Subscription Payment or FRESHDROP has not received payment in full therefor from a Visitor (credit card authorization is pending, denied, disputed or otherwise); (ii) a Visitor cannot be tracked via access to this Site from the Affiliate Site, an error or omission exists due to underlying data or to any intentional or inadvertent deletion or disablement by Affiliate of any tracking code, technology, link or otherwise, or a Visitor does not complete the Subscription Payment via a Link made available to Affiliate, or a Visitor completes a sales transaction on pages hosted by Third Parties; (iii) any payment to Affiliate is returned as undeliverable; or (iv) any fraudulent or prohibited transactions occur, including, but not limited to, any transaction based on a Subscription that is speculative, duplicative or fictitious. In the event that FRESHDROP has submitted to Affiliate any payment to which Affiliate is not entitled, Affiliate agrees to provide a full and prompt refund to FRESHDROP. e. Affiliate shall be solely responsible for any and all taxes and/or other obligations associated with Affiliate's Visitors and/or receipt of Commission payments hereunder. 7. Reporting; Disputes. a. FRESHDROP shall provide Affiliate with access to a unique URL to track Visitor activity hereunder. FRESHDROP shall own all right, title and interest in and to such URL. b. If Affiliate disputes the content of any reporting provided by FRESHDROP hereunder, Affiliate shall notify FRESHDROP, in writing, within five (5) days following the end of such disputed month, after which time such report, and any payment related thereto, shall be deemed final and correct and uncontestable. Any dispute between FRESHDROP and Affiliate regarding such report shall be investigated and resolved by and between FRESHDROP and Affiliate. 8. Term; Termination. Except as otherwise provided herein: a. Affiliate can terminate this Agreement at any time for any reason by providing thirty (30) days' prior written notice to FRESHDROP. b. FRESHDROP can terminate this Agreement at any time for any reason by providing seven (7) days' notice to Affiliate. c. Upon any expiration or termination of this Agreement (i) all licenses granted hereunder shall immediately terminate, and (ii) Affiliate shall immediately remove each Link from the Affiliate Site to this Site. Any and all of Affiliate's obligations that have accrued prior to termination of this Agreement or that are of a continuing nature shall survive a termination of this Agreement at the sole discretion of FRESHDROP. Within ten (10) days of termination of this Agreement, Affiliate shall deliver to FRESHDROP all of FRESHDROP's Confidential Information that Affiliate may have in its possession or control. 9. Representations and Warranties. a. Affiliate represents and warrants that (i) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (ii) the individual accepting this Agreement on Affiliate's behalf has the authority to do so; (iii) the obligations created by this Agreement, insofar as they purport to be binding on Affiliate, constitute legal, valid and binding obligations, enforceable in accordance with their terms; (iv) Affiliate is under no contractual or other legal obligation which shall in any way interfere with Affiliate's full, timely and complete performance hereunder; (v) Affiliate is in compliance with all applicable laws, rules and regulations, including, but not limited to, all local laws and license requirements; and (vi) Affiliate shall not make any representations or warranties with respect to materials or Services available through the Links, nor shall it make any representations or warranties on FRESHDROP's behalf. b. Affiliate represents and warrants that Affiliate owns, or has a license to use, and shall retain, other than as may be set forth herein, all right, title and interest in and to, Affiliate's intellectual property ("Intellectual Property"), including, but not limited to, all names, trade names, logos, trademarks, service marks, trade dress, copyrights and similar identifying materials and proprietary technology, as well as all other content and materials comprising the Affiliate Site, and any successors thereto, and, by virtue of such ownership or license(s), any Intellectual Property uploaded by Affiliate to this Site, does not and shall not infringe upon the rights, including, but not limited to, intellectual property rights, of any other individual or entity. c. Affiliate represents and warrants that it shall not, nor shall it assist, permit or authorize others to (a) by any means or under any circumstances, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, access, copy, reproduce, modify, alter, adapt, decompile, disassemble, reverse engineer, decrypt, sell, lease, license, sublicense, assign, pledge, encumber, distribute, or otherwise transfer or retransmit the Links, or to access, view, create, derive or attempt to determine the source code of (or underlying ideas, algorithms, structure or organization of) the Links or any content contained on or Services provided by this Site; (b) create derivative works of or from the Links or any content contained on or Services provided by this Site; (c) forward, transfer, sublicense, assign, sell, rent, distribute, display or disclose the Links or this Site (for use or otherwise) to any other person or entity by any means whatsoever; (d) upload any virus, trojan horse, worm, time bomb, cancelbot or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) send or participate in any unsolicited, commercial email ("spam") activities; (e) remove, alter or conceal any intellectual property ownership or identification notices, marks, warnings or restrictions from the Links or this Site; or (f) make any representations to Visitors, to the general public or to any other party related in any way to FRESHDROP, the Services, the Links or this Site. Any attempt by Affiliate to do any of the foregoing is prohibited and shall be Affiliate's sole risk and liability. d. FRESHDROP makes no representation that materials or Services available on this Site are appropriate or available for use in locations outside the United States. If Affiliate chooses to access this Site from locations outside the United States, Affiliate shall do so on its own initiative and shall be responsible for compliance with all applicable laws, rules, regulations, licensing and registration requirements. Notwithstanding the foregoing, accessing the Site from territories where such is deemed illegal is strictly prohibited. e. Disclaimer of Warranties. Except as expressly provided in this Agreement, the Links are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF TITLE AND NON-INFRINGEMENT, OF USAGE OF TRADE, OR COURSE OF DEALING, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF REASONABLE CARE OR WORKMANLIKE EFFORT, OF LACK OF NEGLIGENCE, AND/OR OF A LACK OF VIRUSES, ALL WITH REGARD TO THE LINKS, ARE EXPRESSLY EXCLUDED. FRESHDROP MAKES NO WARRANTY THAT THE LINKS WILL OPERATE PROPERLY AS INTEGRATED IN THE AFFILIATE SITE(S). FRESHDROP DOES NOT GUARANTEE THE PERFORMANCE OF THE LINKS, CONTINUOUS OR UNINTERRUPTED ACCESS TO THE LINKS OR THAT THE SAME WILL BE COMPLETELY SECURE OR ERROR FREE. OPERATION OF THE LINKS MAY BE INTERRUPTED BY NUMEROUS FACTORS OUTSIDE OF FRESHDROP'S CONTROL. FRESHDROP DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE LINKS OR ANY DATA OR INFORMATION OBTAINED OR ACQUIRED THROUGH THE USE OF THE LINKS. FRESHDROP DOES NOT WARRANT THAT THE LINKS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER SHALL RESULT IN ANY PARTICULAR LEVEL OR TYPE OF FINANCIAL RESULTS FOR AFFILIATE. FOR THE PURPOSES OF THIS AGREEMENT, FRESHDROP IS A DISTRIBUTOR OF CONTENT AND NOT A PUBLISHER. 10. LIMITATION OF LIABILITY. FRESHDROP WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF FRESHDROP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF FRESHDROP ARISING OUT OF THIS AGREEMENT AND THE PROGRAM EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING ANY CLAIM OR NOTIFICATION OF DAMAGES HEREUNDER, WHICHEVER IS LESS. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 11. Indemnification; Indemnification Procedure. Affiliate agrees to indemnify and hold harmless FRESHDROP and all Third Parties and each of their respective officers, directors, employees, and agents, from and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable legal and accounting fees and costs) that directly or indirectly arise out of or related to (i) Affiliate's misrepresentation or breach of any warranty, representation, covenant or agreement made by Affiliate in this Agreement; (ii) the Affiliate Site or any content, goods, products and/or services offered, sold or otherwise made available by Affiliate to any person; (iii) the collection, processing, or storage of the personally identifiable information of any Visitor; (iv) any claim that FRESHDROP is obligated to pay tax obligations in connection with compensation paid to Affiliate hereunder; or (v) Affiliate's acts or omissions hereunder. FRESHDROP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. FRESHDROP shall have the right to participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without FRESHDROP's prior written consent. Affiliate agrees to indemnify FRESHDROP for any reasonable legal fees or other costs incurred by FRESHDROP, acting reasonably, in investigating or enforcing its rights under this Agreement. 12. Services Exclusions; Force Majeure. a. Some of the content at this Site displays products, services and technologies that are owned or operated by Third Parties. Accordingly, subject to the business or contractual arrangement between FRESHDROP and such Third Parties: (a) certain of the products, services and technologies displayed at this Site may not be available for distribution by Affiliate; and/or (b) certain of the products, services and technologies initially covered by the terms of this Agreement may be changed (enhanced, revised or deleted) and may no longer be available for distribution by Affiliate. Such change may occur without notice and without liability to FRESHDROP. b. FRESHDROP will not be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond FRESHDROP's reasonable control and which FRESHDROP is unable to overcome by the exercise of reasonable diligence. 13. Relationship of Parties. The parties are independent contractors and nothing in this Agreement will be construed to create a joint venture, partnership, franchise, employment or agency relationship between the parties hereto, or to impose upon either party any obligations for any losses, debts or other obligations incurred by the other party, except as expressly set forth herein. 14. Governing Law and Consent to Jurisdiction; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflicts of law principles. Venue and jurisdiction of all actions relating to the performance or interpretation of this Agreement may be brought only in the courts located in Los Angeles County, California. The parties consent to the exclusive personal jurisdiction in the courts described in this Section for the purpose of all actions, and waive all objections to venue and the right to assert that a court chosen under this Section is improper based on the doctrine of forum non conveniens. 15. Miscellaneous. a. This Agreement, including the Sign Up Form, constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior oral or written agreements. FRESHDROP may at any time enroll any other affiliate on terms different from those contained herein. Affiliate agrees not to assert that this Agreement is invalid or unenforceable solely because it was created and executed in electronic form rather than in a written form or another form or method. This Agreement may be modified, in any respect, by FRESHDROP at any time, in FRESHDROP's sole discretion, and notice of such modification(s) may be posted on this Site or provided via email, the U.S. mails, overnight mail or newsletter, effective as of the date indicated. Affiliate is encouraged to review this Site periodically. Affiliate's continued use of this Site following the effective date of any such modification(s) shall constitute Affiliate's binding acceptance of such modification(s). In the event that any provision of this Agreement shall, for any reason, be deemed by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. b. No waiver by either party of any default or breach by the other party of any provision of this Agreement shall be effective unless made in writing executed by both parties hereto, and no waiver shall operate as or be deemed a waiver of any subsequent default or breach. Unless otherwise expressly stated in this Agreement, all remedies available under or with respect to this Agreement (including any right to terminate this Agreement granted in this Agreement) are cumulative and in addition to all other remedies, if any, available at law or in equity. c. This Agreement may not be assigned or transferred by Affiliate, in whole or in part, and any attempted assignment or transfer shall be void and without effect. d. Each party acknowledges that it has reviewed this Agreement, that it has had an opportunity to have counsel review this Agreement, and that the rule of construction to the effect that ambiguities will be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
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