BONEYARD BUSINESS BRIGADE AFFILIATE AGREEMENT TERMS AND CONDITIONS
This agreement (the "Terms and Conditions" or the "Agreement") is entered into as a condition of acceptance of FRANKENFUEL™ LLC (the "Company" or "FRANKENFUEL") and its subsidiaries' Boneyard Business Brigade affiliate program (the "Brigade" or "Program"). Submission of an application to the Program by the applicant (the "Brigade Member," "Affiliate," "you," or "your") shall constitute acceptance of these terms. The date of acceptance by FRANKENFUEL LLC, as applicable, shall constitute the effective date of these Terms and Conditions (the "Effective Date") between FRANKENFUEL and the Brigade Member (also referred to individually as a "Party" and together as the "Parties"). These Terms and Conditions are legally binding and contain the terms and conditions that apply to the Brigade Member's participation in the Program. Brigade Member confirms that they have read these Terms and Conditions in full, sought legal counsel if desired, and agree to be bound by the terms and conditions set forth below.
RECITALS WHEREAS, Company is in the business of the manufacture, marketing, sale, and distribution of [Energy Drinks] and related products (the "Products"); WHEREAS, the Company has developed, owns, and offers to Brigade Members the opportunity to participate in the marketing, sale, and distribution of Products; WHEREAS, Company has developed the Boneyard Business Brigade Program, through which Brigade Members can participate in promoting the Company and its Products; WHEREAS, Brigade Member has a desire to participate in the Program; and WHEREAS, the Parties desire to enter into an agreement to provide for the non-exclusive advertisement and promotion of the Company and its Products by the Brigade Member and to share certain resulting revenues.
THEREFORE, the Parties agree as follows: Definitions. In this Agreement, the following terms have the following meanings, although the Parties recognize that the names of products, programs, and services may change from time to time:
"Company Content" means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text, promotional materials created, owned, and authorized by the Company, and other content and materials, which the Company may, in the Company's sole discretion, make available to the Brigade Member in connection with the Program from time to time;
"Company Website" means www.frankenfuel.com, or any additional or replacement website designated by the Company;
"Confidential Information" means all information previously, currently, or subsequently provided, transmitted, or delivered by the Company to the Brigade Member or otherwise received by the Brigade Member in connection with this Agreement or the Program, which is not generally published by the Company, including but not limited to, financial information, marketing plans, formulas, suppliers, Customer information, Product information, Product development plans, forecasts, strategies, and all business, financial, technical, and sales information related to the Company or its subsidiaries, including the terms of this Agreement;
Agreement Subject to the terms of this Agreement, FRANKENFUEL™ grants to the Brigade Member a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to:
Use and display the Company Content that FRANKENFUEL™ may make available to Brigade Member from time to time, solely as provided to Brigade Member and approved by FRANKENFUEL™, and solely in connection with Brigade Member's participation in the Boneyard Business Brigade for the purpose of generating sales of the Products from the Company Website; Facilitate access to www.frankenfuel.com through Qualifying Links; and Provide Visitors with any active Tracking/Promo Codes.
The Brigade Member acknowledges that the amount of Company Content, Qualifying Links, Tracking/Promo Codes it receives may be more or less than other Brigade Members in the Program. FRANKENFUEL™ may terminate Brigade Member's rights pursuant to this Section for any reason at any time in the Company's sole discretion.
- Revenue Share: Definition: The Revenue Share is based on a percentage of Net Revenue as per the Revenue Share Schedule. It's paid for purchases resulting from a Qualifying Link or Tracking/Promo Code within the specified Referral Window. Company Discretion: FRANKENFUEL™ can modify the Revenue Share Schedule at any time. Payment is contingent upon successful shipment and payment for the Product. Qualifying Transactions: Revenue Share is only applicable for purchases made through the most recent Qualifying Link or using an active Tracking/Promo Code. Subsequent purchases are not subject to additional Revenue Share. Forfeiture: Non-compliance with the Terms and Conditions may result in forfeiture of earned Revenue Share.
- Payment: Monthly Payments: Revenue Share payments are made monthly, less any taxes or legally required withholdings. Adjustments are made for returned products. Final Payment: Upon termination, final payment may be withheld to ensure accuracy, considering returns and other adjustments.
- Positive Covenants of FRANKENFUEL™: Support and Resources: FRANKENFUEL™ agrees to provide necessary materials, resources, and support to help the Brigade Member promote products effectively. Fulfillment: FRANKENFUEL™ handles all aspects of fulfillment for Qualifying Transactions.
- Positive Covenants of the Brigade Member: Accurate Representation: The Brigade Member must accurately present themselves and promote FRANKENFUEL™'s products, adhering to provided content and guidelines. Compliance: The Brigade Member must comply with marketing policies, maintain the integrity of content, and meet specified sales thresholds. Content Use: If making certain health-related claims, the Brigade Member must include an FDA disclaimer. Brand Guidelines: The Brigade Member must adhere to all Boneyard Business Brigade brand guidelines and represent FRANKENFUEL™ according to provided style guides.
- Negative Covenants of the Brigade Member: Prohibited Actions: The Brigade Member cannot post content on inappropriate sites, use unauthorized promotional codes, or engage in deceptive practices. No Misleading Content: Brigade Members are prohibited from using specific terms or making medical claims about the Products. No Search Engine Manipulation: Brigade Members must not attempt to divert traffic or manipulate search results to mislead customers.
- Tracking: Responsibility: The Brigade Member must ensure proper link formatting for tracking. FRANKENFUEL™ is not responsible for tracking errors due to improperly formatted links or customer browser settings. Confidentiality: Reports and tracking data are confidential and must not be shared without FRANKENFUEL™'s consent.
- Coupon Websites: Prohibition: The Brigade Member's Tracking/Promo Code must not appear on coupon websites. If it does, the code will be deactivated, and transactions will not qualify for Revenue Share.
- Responsibility for Brigade Member's Websites: Sole Responsibility: The Brigade Member is responsible for their website's operation and content, ensuring compliance with the agreement and applicable laws. Indemnification: The Brigade Member agrees to indemnify FRANKENFUEL™ against any claims related to the Brigade Member's website or promotional activities.
- Communications with Consumers: Restriction on Electronic Messages: The Brigade Member must not send electronic messages containing FRANKENFUEL™'s name, logo, products, or Boneyard Business Brigade branding without prior written consent.
By selecting "JOIN THE BRIGADE," you confirm that you are 18 years or older and accept all the terms outlined in this Agreement as of the Effective Date. If you do not accept these terms, please refrain from joining the Boneyard Business Brigade.