CarbSmart.com Affiliates Program Agreement
The CarbSmart.com Affiliates Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in our Affiliate Program. As used in this Agreement, "we" or "us" refers to CarbSmart, Inc. and "you" refers to the applicant. "Site" means a World Wide Web site and, identified by exact URL (Unified Resource Locator).
By signing up for a CarbSmart.com Affiliates Account, you are agreeing to the terms specified in this agreement. Violation of any terms and conditions included in this agreement may result in termination of your account, and possible forfeit of affiliate revenue. You must be 18 years of age or older to enter into this Agreement with us.
The purpose of this Agreement is to allow you to link between a web site owned and controlled by you (the "Affiliate's Web Site" or "your site") and the CarbSmart.com web site or other web sites operated by CarbSmart, Inc. (the "Site"). This Agreement will become effective upon CarbSmart's acceptance of your completed CarbSmart.com Affiliates Program Application (the "Effective Date"). CarbSmart, Inc. reserves the right to accept or reject your application in CarbSmart, Inc.'s sole discretion. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program. Unsuitable sites include those that:
- promote pornography and/or sexually explicit materials
- promote violence or use of illegal substances
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
- promote hate, crime or other illegal activities
- include "CarbSmart, Inc." any other trademark of CarbSmart, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "carbsmart.mydomain.com", "CarbSmart.com" or "CarbSmartFoods.net" would be unsuitable
- otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Affiliate application via our site.
We reserve the right to reject your application or terminate this agreement any time upon written notification to you.
2. Acceptable Advertising Methods
As an affiliate, you earn revenue by generating sales of our products. You generate these sales by encouraging web users to visit our sites.
You may advertise products via:
- Text Links or endorsements on your site(s);
- Graphical Banners and Buttons on your site(s);
- Text Links or endorsements in opt-in emails;
- Word of mouth, encouraging your customers to enter your affiliate ID during purchase of our products.
You may NOT advertise products via:
- Paid Search Campaigns like Google's AdWords or similar
- Any Paid Campaigns that would confuse a Web visitor to the owner of the site
If you have any questions about whether a method of advertising is allowed, please contact us at affiliates@CarbSmart.com.
3. Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
Product Links: You may select one or more Products to list on your site. A "Product" is any product listed on our site. For each selected Product, you may display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding CarbSmart.com online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval.
General Link to CarbSmart.com Home Page or any other non-Product Pages: You may provide a general link on your site to our home page at http://www.CarbSmart.com or any other page on our site.
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
4. Order Processing
We will process sales orders placed by customers solicited by you. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track the sales you solicit and made by customers who purchase Products and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
5. Referral Fees
For a sale to be eligible to earn a referral fee, the customer must either click-through an Affiliate link to our site, and purchase our product within 30 days of first click-through; or enter your affiliate ID in the comments field during placing an order with us. We track referrals from your site, and ensure that you get paid the referral fees due to you.
6. Referral Fee Schedule
You will earn referral fees based on Qualified Orders according to referral fee schedules established by us and shown below:
| Product/Service | Referral commission |
| All Web Orders | 5% |
No commissions will be credited to your account for Gift Certificates, Shipping & Handling charges, and Sales Taxes.
7. Non-Qualified Orders
Orders refunded at the request of the purchaser, or orders charged-back due to credit card fraud do not qualify for commission.
Orders placed by you, your immediate family or someone suspected to be placing an order for your use, will not qualify for commission.
8. Referral Fees Payment
Affiliates are paid a commission, based on values set in Referral Fee Schedule. Commissions for qualified orders will be paid approximately 30 days following the end of each calendar quarter (March 31, June 30, September 30, December 31). We will send you a quarterly report and a PayPal payment for the referral fees on earned products that were shipped during that quarter. Orders that occurred during a calendar month are qualified (cleared) for payment after 25th day of the next month. Payments can only be made by PayPal. We also give you an option to use your commissions as a credit for purchasing goods and services provided by our company. If an Affiliate account is not earning commissions for 6 months we have right to terminate Affiliate membership and forfeit any unpaid commissions.
CarbSmart, Inc. reserves the right to change commission rates without notice, but you will always be paid based on the rate in effect on the day the sales lead was generated.
9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we 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 links to our site and any other promotional materials that we provided to you as to an affiliate. You are eligible to earn referral fees only for Qualified Orders that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
10. 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 a new agreement on our site. Modifications may include, but not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.
12. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
13. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.
15. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Nevada, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Reno, Nevada, and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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