Affiliate Terms & Conditions

Affiliate Terms & Conditions

Please read these terms and conditions carefully as they constitute a legal agreement between you and our company upon your acceptance into our affiliate program. By applying for and being accepted into our affiliate program, you agree to be bound by all of the terms and conditions set forth in this agreement.

 


THIS AFFILIATE AGREEMENT (the “Agreement) is made between Elk River Soap Company,  a Missouri-based company (the “Company”), and (the “Affiliate,” and collectively, the “Parties”).

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:


1. Use of Trademarks and Copyrights:

a. The Company may license the use of its trademarks to affiliates, subject to the limitations herein and subject to the limitations in any licensing agreement.

b.  Affiliates may not use any of the Company’s trademarks or any derivatives of its marks or confusingly similar variations of its marks in any marketing or promotional material that they produce other than those marks and Independent Affiliate logos. The misuse of Company trademarks may result in disciplinary action as deemed appropriate by the Company, including but not limited to legal action.

c. Affiliates shall not register or attempt to register or reserve any of the Company’s trademarks or trade names, or any derivatives of such trademarks or trade names (collectively “Marks”) for any Internet domain name, URL, subdomain name, email address, or social media handle, address, or name (collectively “Web ID”). If an Affiliate does register any of the Company’s Marks in such a fashion, the Affiliate agrees and hereby acknowledges that the Company owns, and shall continue to own, all rights in and to the Company’s Marks and that the Affiliate will discontinue using the Web ID upon demand from the Company. The Affiliate further agrees to immediately re-assign to the Company any Web ID that the Affiliate has registered or reserved in violation of this policy at no charge to the Company. The provisions of this Section survive the termination of the Contract.

d. The Company, in its sole discretion, will determine whether a derivative or variation of its Marks is confusingly similar to the Company’s Marks. If the Company determines that a term or word used by an Affiliate is a derivative or variation of a Company Mark, the Affiliate shall transfer the Web ID to the Company pursuant to the preceding policy.

 

2.     Intellectual Property.  Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials.  Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

 

3. Sales of Affiliate Produced Materials

 If you create any sales tools or marketing materials with the company logo that are approved by the Company, you may provide them to other Affiliates free of charge. However, you may not sell the materials, charge any fee, or request a “donation” to any other Affiliate to use or access the materials. In addition, you may not sell or charge any fee or request a “donation” from any other Affiliate for any accessories or other products associated with your ERSC business that include the company logo such as, but not limited to, soap holders, tshirts, etc.


4.     Relationship of Parties.  This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate.  Affiliate shall provide services for Company as an independent contractor.  Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

 

5.     Order Processing: We will process orders placed by customers who follow the Links from Affiliate’s Web site to the elkriversoapcompany.com Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with requirements established from time to time. All aspects of order processing and fulfillment, including order entry, customer service, cancellations, returns and payment processing will be Company’s responsibility.


6. Maintaining Active Status: In order for an affiliate to remain active, he/she must have $30 in personal sales in a rolling three-month period. This period begins from the date the new Consultant is entered in our system. If at anytime your account is inactive you are subject to removal from the Affiliate Program.


7. Opportunity and Responsibility

 

            a. All Affiliates have the opportunity to sponsor other individuals into their Teams.

            b. Recruiting is not a requirement to be compensated for personal sales.

            c. Any individual who wants to enroll with you in ERSC must enroll on your   ERSC Independent Affiliate Personal link.

            d. You have the responsibility to provide support to any Affiliate you personally sponsor. If at any time the Company determines that you are not supportive of your downline, your downline will be removed.

 

8  Recruiting Other Companies’ Representatives or for other companies

            a. Elk River Soap Company does not encourage or support the practice of enticing representatives from other companies to join ERSC and as an ERSC Affiliate you shall refrain from such activity.

            b. If a representative from another company contacts you, or in your normal course of business you meet a representative from another company that desires to join ERSC, it is acceptable to offer them the opportunity to join. It is, however, a violation of the Policies for any ERSC Affiliate to entice someone to leave a company with which they are currently enrolled through negative or deceptive practices, or to target representatives from any specific company for the purpose of enticing them and/or other team members to join ERSC.

            c. ERSC Affiliates cannot promote anything other than the Company’s Recruiting Packages to potential new recruits to join ERSC.

            d. ERSC Affliliates shall not encourage other ERSC affiliates to join them in any other direct sales business opportunity. This is grounds for immediate termination.


  

9. Changing Sponsor

             a. While an Active Affiliate, you may not change your personal sponsor.

             b. If your sponsor is canceled for any reason, you will be moved up to the next Active Affiliate who then becomes your personal sponsor.

             c. If any Affiliate leaves the company and decides to return with in 6 months they will return under their original sponsor. After 6 months the affiliate may return under any sponsor.

 

10.     Commissions.


a.      In consideration of Affiliate’s display of the Promotional Materials and compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) as set forth in this section.

b. Commission will be paid to Affiliate in the amount of 25% per sale (not including tax or shipping) for products listed on Company’s website if the customer’s initial order is tracked as originating from Affiliate’s Link from the time of the Link to the time of the sale (the “initial sale”). You are paid on your personal sales and the qualified sales of Affiliates in your downline. You are never paid for recruiting another Affiliate.

1.     Commission will be paid at as followed per sale for any sale made by the Affiliate's downline (level 2 – level 5).

Commission will be paid as followed

Level 1 (Affiliate)- 25%

Level 2 – 5%

Level 3 – 3% 

Level 4 – 1%

Level 5 – 1%

 2.     For the initial sale to generate commissions payable under this section, the customer must follow Affiliate’s Link to Company’s Web site, purchase Company products using Company’s online ordering system, accept delivery of the product at the shipping destination, and remit full payment to Company. However, no Commission will be paid for orders that are refunded, not paid for, undeliverable or payment for which is credited to any customer. If a product sale that generated Commission is refunded to the customer, Company will deduct the corresponding Commission from Affiliate’s next monthly payment.

 

a.     Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of the order date. Affiliate shall immediately inform Elk River Soap Company of any suspected problems in the tracking code immediately. If commission is paid out in error to any affiliate, the company will request the commission to be returned by the affiliate.

b.      Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”) if payable by check. If commission is paid by PayPal it will be paid weekly. The accrual week will be Sunday through Saturday and will pay the following Monday. All commission must be atleast $10 before it will be paid to the Affiliate.

c.      In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement due to such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

d. You are responsible to keep information current with both Elk River Soap Company and Paypal. Commissions will be late, missed, or delayed due to missing information or accounts not properly set up. All information must be provided in its complete form at your initiation. No late payment will be expedited if this is the case. Returned Commission payments will be added to the following month’s Commission.

 

11.     Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:

a.      Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. Affiliate must be 18 years of age to legally enter into this agreement.

b.     Affiliate’s website does not contain any materials that are:

1.     Sexually explicit, obscene, or pornographic (whether in text or graphics),

 

2.     Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

 

3.     Graphically violent, including any violent video game images; or

 

4.     Solicitous of any unlawful behavior

a.      Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website.  Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity.  No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

b.      Affiliate will not use the Promotional Materials in any manner other than to promote Elk River Soap Company products.

c.      Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

d.      Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials.  Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement.   Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.

e.     Affiliate will not engage in the distribution of any unsolicited bulk emails or messages or participate in spamming via social media in any way identifying or referencing Company or Company’s website. Company has the right, in its sole discretion, to monitor Affiliate’s Web site to determine if it is in compliance with the terms of this Agreement.

f.     Affiliate will be professional, courteous, and considerate at all times when representing Elk River Soap Company, when contacting ERSC directly, and also while working with other ERSC Affiliates.

        1. Distributor will not, for any reason, act as a spokesperson for ERSC or in the name of its products , and/or programs, in any way to any media or publication without prior written approval from ERSC.


12.  Approved Advertising:

 a. Personal Branding: The Company’s name, logos, and product names are trademarks  and trade names belonging to the Company. Affiliates must not use the Company’s trademarks or trade names in any marketing material that they create with the exception of those marks and images that are approved for Consultant use and posted in Elk River Soap Company Affiliates Group on Facebook. The misuse or infringement of Company trademarks may result in disciplinary action as deemed appropriate by the Company, including but not limited to legal action.

b. Business Cards

    1. If you choose to use business cards, you must put your title as    Independent Affiliate

c. Telephone or Web Listings

    1. When posting your business in any telephone book or web listing you must use the following format:

                a) Your name or entity name

                b) Elk River Soap Company Independent Affiliate

                c) You must not imply or use any language that would lead a person to think you are the ERSC Corporate presence or an employee of ERSC.

                d) Phone, Internet access, and all contracts must be put in your name and not in Elk River Soap Company’s name.

                f)  All Consultants must comply with federal/state/local solicitation laws.

                g) Online Marketing – While we do not have a restriction on other companies that you can sell for, we do not allow for cross advertising.  Affiliates must only advertise ERSC alone. Products or the enrollment opportunity must not be posted with any other company.

Affiliates may create a social media page or group. However, You must not use the name Elk River Soap Company alone. You must indicate that you are an independent affiliate 

Effective June 6, 2018, Affiliate shall not post their personal Elk River Soap Company web link or any domain that routes to their personal web link in any social media post or the comments. The personal link shall only be shared via private message. Affiliates must create their own landing page through a third party company in order to post a link in the posts or comments. Elk River Soap Company finds it acceptable to post your personal web link in the about section of your business page or in the about section of your private group. Due to the severity of this issue and the effect it has on the livelihood of the business and other affiliates, not cooperating with this is grounds for immediate termination.             

  h) Digital Spamming

 You are not allowed to transmit mass, unsolicited emails or private messages via social media to promote Elk River Soap Company to people who do not know you or have not given permission to contact them. Any customer who has chosen to “opt in” as a subscriber or who has initiated a request to be included in bulk emails or a newsletter is approved. Please use a reputable service when contacting any customers via mass email.

             1. Spam Linking

                         a) Any comments you make on blogs forums, guest books, etc. must be unique, informative, and relevant.


13.     Indemnification.  Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of this Agreement, including Affiliate’s warranties set forth in Section 7 above.   Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.


14.   Confidentiality.  Any information that Affiliate obtains by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.”  Affiliate may not use or disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

 

15.   Non-Exclusive: This is a non-exclusive agreement. Either party may enter into similar agreements with other parties.


16.   Term

a.      This Agreement shall take effect once Affiliate’s application has been submitted, its web-site has been reviewed, and written approval provided to Affiliate by Company.  Once approved, this Agreement shall commence and shall remain in full force until terminated pursuant to this Section 10.

b.     Either Party shall have the right to terminate this Agreement without cause at any time.  The terminating Party must give written notice to the other Party. Email will suffice in this situation. 


17.   Taxes.  Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement.  Company shall not withhold any taxes from the Commissions paid to Affiliate. The company will provide a 1099 form to the Affiliate if commissions over $600 are paid per calendar year.

 

18.   LIMITATION OF LIABILITY.  COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR COSTS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHETHER COMPANY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE), ARISING OUT OF OR ASSOCIATED WITH ANY LOSS, SUSPENSION OR INTERRUPTION OF SERVICE, TERMINATION OF THIS AGREEMENT, USE OR MISUSE OF THE PROMOTIONAL MATERIALS, OR OTHER PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.


19.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Missouri, without regard to conflicts of law principles.