These Meez Affiliate Program Terms (these “Affiliate Program Terms”) set forth the legally binding terms and conditions between Meez Culinary Solutions, Inc. (“we”, “us” and “our”) and you and govern your participation in our Affiliate Program (“Affiliate Program”).
BY CLICKING “I ACCEPT” OR SUBMITTING AN APPLICATION TO REGISTER FOR THE AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND YOU REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE AFFILIATE PROGRAM AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. You may not register for or participate in the Affiliate Program if you are not at least 18 years old. You may only register for the Affiliate Program in your capacity as an individual, and you may not register or participate in the Affiliate Program on behalf of any organization, corporation, entity or in your capacity as an agent for any third party. If you do not agree with all of the provisions of these Terms, you should not create an account and you may not participate in the Affiliate Program.
Please be aware that Section 7 of these Terms contains your opt-in consent to receive communications from us, including via e-mail and text message.
Eligibility. To apply to participate in the Affiliate Program, you must meet the following eligibility criteria and submit an application through the Affiliate Program registration page. You acknowledge and agree that such eligibility criteria may change from time to time in our sole discretion.
You have read, understand, and agree to be bound by the Terms;
You are eighteen (18) years of age or older; and
You are in good standing with the Federal Trade Commission (the “FTC”).
Referrals Links; Posting.
Referral Links. If you have been accepted in the Affiliate Program, we will provide you with a unique affiliate hyperlink to enable the purchasing of Products (defined below) via our website (“Link”). The Links are designed to permit tracking, reporting, and accrual of the Commission. During the Term (as defined below), you may include the Link solely as part of posts on your personal website and/or social media accounts (“Posts”), provided each such website or account was identified as part of your application for the Affiliate Program or has later been approved by us in writing.
Posts Requirements. You will ensure that all of your Posts meet the following requirements:
Your Posts must comply with the FTC Guides Concerning Endorsements and Testimonials (“Endorsement Guidelines”) and Meez’s “Standards of Conduct” attached hereto as Exhibit A (incorporated by reference herein), including by making: (1) statements that reflect your honest beliefs, opinions, and experiences; and (2) clear and conspicuous disclosure about your connection to us in all of your Posts.
You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer, including by disclosing yourself as a “Meez affiliate” on each Post (or in each caption of each Post). You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products/services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform.
Although your Posts must be authentic and based on your own opinions, beliefs, and experiences, your Posts must also accurately describe our products and Products. Your Posts should only make factual statements about us and our products/Products which you know for certain are true and can be proven or verified.
Your Posts will be original and created solely by you.
Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
Your Posts will not include any person, or personally identifiable information about anyone, other than you.
Your Posts will comply with all applicable laws, rules, and regulations.
Remedies for Non-Compliance. You agree that we have the right to address Posts you make that do not comply with these Terms and/or any actions you take that violate this Section 3 or the terms of Section 5 or Standards of Conduct by any taking any of the following actions alone or in combination: (a) requiring you to immediately fix or takedown the Post; (b) cancelling the efficacy of the Link; (c) withholding payment of Commissions; or (d) terminating these Terms immediately for material breach.
Responsibility for Posts. You are solely responsible for the development and display of the Posts. You hereby agree to indemnify and hold harmless us and our corporate affiliates and our and their directors, officers, employees, agents, assigns and shareholders (collectively, the “Company Parties”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Damages”) that arise out of or are based on: (a) your Posts, (b) any claim that your use of any trademark, images, videos, audio, or other content, technology or materials infringes or violates any third party’s intellectual property right or any other right belonging to a third party, including any right of privacy or publicity, (c) any breach of a representation, warranty, covenant or agreement made by you in this Agreement, or (d) any claim related to your website or social media pages and profiles, including, without limitation, any content that resides on your website or profile but that was not provided by us.
Use of our Content, Name and Marks. You understand and agree that we are the sole and exclusive owner of the entire right, title and interest in and to our name, logo, and any other trademarks that we own “Marks”. You have no right to use the Marks except as specifically granted in this Agreement. You will only use the marks for the purposes authorized in this Agreement and will not modify the Marks in any manner. You will not make any use of any Mark except in the form authorized by us. You agree that you will not, and you will not encourage any third party to: (a) adopt or use any name, mark, logo, insignia or design that is, or is likely to be, confusingly similar to or could cause deception or mistake with respect to any of the Marks, (b) challenge the validity of any of the Marks or of our title to any of the Marks, (c) apply for registrations in the United States or in any foreign country of any mark or design which includes the Marks (or any variations of them), alone or in combination, (d) purchase or register domain names that include the Marks or any variations and misspellings of the Marks, (e) purchase or bid on search engine keywords, search terms, or other identifying terms (whether for use in a search engine, portal, sponsored advertising service or other search or referral service) that include the Marks, any components of the Marks, or any variations and misspellings of the Marks, or (f) use or display any of our Marks in any profile on any social media site. The goodwill resulting from your use of the Marks shall inure to our benefit. You may not use the Marks to disparage us, our products or services, or in a manner which, in our judgment, could diminish, dilute or otherwise damage the value of or our goodwill in the Marks or our products and services.
Use of Your Name, Likeness and Information; Competitive Products. You hereby grant to us the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, “Likeness”) during your participation in the Affiliate Program, in connection with the Affiliate Program, the Posts, and our products/services, including to advertise and promote the same or any product/service that features or includes the Posts or a derivative work of a Post, in whole or in part. Further, you hereby grant to us the right to re-post, reproduce, publicly display, publicly perform, and otherwise re-publish your Posts on any Meez owned or controlled websites, social media platforms, or otherwise in any media, now known or hereafter devised, in connection with the advertising and promotion of Meez, the Affiliate Program, and Meez’s Products. Notwithstanding the foregoing, following the conclusion of your participation in the Affiliate Program for any reason, you agree that we are not obligated to remove any Posts or other content containing your Likeness that was previously posted or published, provided that we will not have the right to make any new posts or content incorporating or otherwise using your Likeness without your prior written consent. You waive the right to inspect or approve any use of your Likeness as contemplated in these Terms. During your participation in the Affiliate Program, you agree that you will not grant any rights to your Likeness for the purposes of enabling a third party who provides or offers products or services that compete with our products and services, to promote or market such competitive products or services. In the event of a breach of the foregoing, we reserve the right to terminate your participation in the Affiliate Program immediately upon notice to you.
Communications. By registering for the Affiliate Program, you agree to receive communications from us, including via e-mail and text messaging. You agree that text messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. If you wish to opt out of promotional emails, you can subscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of texts, you may unsubscribe by texting “END” in reply to a text from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of participating in the Affiliate Program.
Term. These Terms shall be effective upon your acceptance in accordance with the preamble above and shall continue until terminated in accordance with these Terms (“Term”). Either party may terminate these Terms for any reason or no reason by providing at least five (5) days’ prior written notice. In addition, we may immediately terminate these Terms, and require you to remove all Posts and/or cease using the Links, if: (a) we suspect that you have breached Section 3 or the Standards of Conduct; (b) you commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (c) you commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably on us, or reduces the commercial value of our association with you; or (d) information becomes public about your having, in the past, so conducted yourself as in (b) or (c). We reserve the right to: (i) terminate these the Affiliate Program at any time; and/or (ii) modify the terms for participation in the Affiliate Program upon notice to you, as described in Section 14 below. Without limiting the foregoing, if your referral account that has been “abandoned”, it may be removed from the Affiliate Program without notice. We have the right to deem your account abandoned if it has not been logged into for a period of at least one (1) year, provided that during such one (1) year period no Commission has accrued to you. Upon any termination of these Terms, Sections 2(d), 3, 5, 6, 9, 10 (this sentence), 11, 12, and 14 will survive any termination of these Terms.
Confidentiality. You acknowledge that by reason of your relationship to us hereunder you may have access to certain nonpublic information and materials concerning the Affiliate Program and our customers, technology, products and Products that is confidential (“Confidential Information”). You will not use Confidential Information in any way for your own benefit or the benefit of any third party other than to fulfill your express obligations under these Terms. You will not disclose Confidential Information to any third party without our prior written consent. You will take every reasonable precaution to protect the confidentiality of the Confidential Information and will return or destroy all Confidential Information upon termination of these Terms.
Disclaimer; Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS AND ALL CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, AND OUR AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NOTWITHSTANDING THE FORGOING THE COMPANY PARTIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE COMPANY PARTIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE COMPANY PARTIES BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE COMPANY PARTIES’ TOTAL LIABILITY UNDER OR ARISING OUT OF THESE TERMS WILL BE LIMITED TO THE GREATER OF THE TOTAL COMMISSION PAID OR OWING TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR $500.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Relationship of Parties. You understand that you are an independent contractor of us, and these Terms do not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind us and will not make any agreements or representations on our behalf without our prior written consent. Without limiting the generality of Section 9, we are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under these Terms to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
Miscellaneous. The Terms, together with any terms or policies referenced or incorporated herein, set forth the entire agreement between you and us with respect to the subject matter hereof. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to participate in the Affiliate Program. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of both of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. These Terms are personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under these Terms. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. We may freely assign or otherwise transfer all or any of our rights, or delegate or otherwise transfer all or any of our obligations or performance, under these Terms. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. These Terms are governed by and construed in accordance with the laws of New York without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of these Terms or the Posts in the federal or state courts located in New York, New York and consents to the exclusive jurisdiction and venue of such courts. If any provision of these Terms are illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
STANDARDS OF CONDUCT
With respect to Posts made on social media platforms about us and our Products, products and brands:
- You represent and warrant that you have reviewed, and you agree that you will comply with:
- The FTC’s Endorsement Guidelines (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf).
- The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
- FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).
- FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf).
- FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).
- You agree that you will not:
- post content that promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age;
- post content that promotes violence, hate, illegal activities or display sexually explicit materials;
- defame us or violate the intellectual property rights of us or others;
- make deceptive or misleading claims about our products/services or our competitors’ products or services;
- make any claims about our products/services or our competitors’ products/services that are not backed up by evidence;
- disparage us or our brands, products or services; or
- make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving our consumers or other individuals.