Affiliate Program Terms & Conditions
Rinovum Women’s Health
Affiliate Program Terms – Direct (www.storkotc.com or store.storkotc.com)
These Affiliate Program Terms (these “Terms”) contain the terms and conditions that apply to persons or entities participating in the marketing affiliate program of Rinovum Women’s Health, LLC (“Rinovum,” “we,” “us” or “our”) for which such persons or entities apply to participate as a marketing affiliate directly at www.storkotc.com or store.storkotc.com (the “Program”). Please read these Terms carefully. By signing-up to be a marketing affiliate or otherwise participating in the Program, you represent that you (“Affiliate,” “you” or “your”) have read, fully understand, and agree to these Terms (and that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are acting on behalf of an organization, you represent that you are authorized to legally bind such organization to these Terms and the terms “Affiliate,” “you” and “your” herein will include both you, the individual, and such organization. You are responsible for compliance with these Terms by all your employees, other personnel or agents, all of whose acts and omissions will be deemed to be acts and omissions of you. If you do not agree to these Terms, you may not participate in the Program. For clarity, references herein to “our affiliates” or similar language should be interpreted to mean corporate affiliates of Rinovum rather than marketing affiliates, as appropriate.
- Enrollment in the Program; Accounts.
- Website and Activity Restrictions.
Your websites, your other activities permitted under the Program (e.g., sending marketing emails, to the extent permitted), and all content related thereto (collectively, “Your Activities”) may not: (a) infringe on our or any third party’s intellectual property, proprietary rights, or publicity, privacy or other rights; (b) violate any law, rule, or regulation; (c) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, contains any nudity, pornography, or sexually explicit materials, or is disparaging to Rinovum or any of its affiliates; (d) contain any viruses, worms, time bombs, backdoors or other software or technology intended to damage, interfere with, intercept, restrict access to, or permit unauthorized access to any system, data, or other information; (e) contain any parasiteware, shopping assistants, toolbars, add-ons, wallets, pop-ups, or pop-unders, or any software or technology intended to intercept, divert or redirect internet traffic or marketing affiliate commissions to or from any other website; (f) contain any pricing information for products or services of Rinovum or its affiliates (unless such information is provided on the Promotional Materials (as defined in Section 6 below) you receive that are intended for viewing by prospective customers, e.g., on a banner), and you acknowledge that Rinovum or its affiliates will determine in their sole discretion all such pricing as well as availability, which may change from time to time; (g) conceal or misrepresent your identity, domain name or return email address; (h) include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups or cross-posting to multiple newsgroups at once; or (i) mislead customers or other users as to the products or services available on or via Your Activities or any products or services of Rinovum or its affiliates, including those available on or via any Rinovum websites (collectively and including www.rinovum.com, www.storkotc.com and store.storkotc.com, “Rinovum Websites”). In the event that you have a list of addresses where the individuals on the list are already customers or subscribers of your services or web sites and have expressly elected to receive commercial messages from you, Your Activities may include mailings to customers so long as you comply with applicable laws and include a prominent “unsubscribe” option that allows recipients to remove themselves from future mailings. Also, you may post to newsgroups as part of Your Activities so long as you comply with applicable laws and the news group specifically welcomes commercial messages. At all times, you must comply with all applicable laws and must clearly represent yourself and your web sites as independent from Rinovum and its affiliates. If it comes to our attention that you are spamming or violating any applicable laws, we will consider that cause for immediate termination of your participation in the Program. Any pending balances owed to you will not be paid if your participation is terminated due to such unacceptable advertising or solicitation. We reserve the right, at any time, to review Your Activities and require changes to comply with these Terms or other Rinovum policies, guidelines or requirements provided to you from time to time. Upon our request, you will provide copies of or access to any websites, or other materials or information, as reasonably necessary or appropriate for us to review Your Activities.
- Linking to Rinovum Websites.
Upon acceptance into the Program, links will be made available to you through your Affiliate Account. You agree that: (a) you will only use links (including any other related code) obtained from your Affiliate Account, without manipulation; (b) all domains or social media accounts, and providers of any email accounts, that use your Program links must be listed in your Affiliate Account or provided to us in writing in advance (to the extent requested in your Affiliate Account or as part of the application to participate in the Program, or otherwise requested by us from time-to-time); (c) you may not advertise our products or services on websites that you do not own, including Google Product Search, Amazon, or eBay; (d) Your Activities will not in any way copy, resemble or mirror the look and feel of any Rinovum Website or affect or alter the look, feel or functionality of any Rinovum Website, and you will not use any means to create the impression that Your Activities are any Rinovum Website or any part of any Rinovum Website, including framing any part of any Rinovum Website in any manner; (e) you may not engage in cookie stuffing or include pop-ups, or false or misleading links, in Your Activities, and you will not attempt to mask the referring URL information (the page from where the click is originating); (f) you may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain; (g) you may not create any links that lead the customer or other user to a destination site that is not clearly suggested by the content of the starting site; (h) you may not use your Program links to claim commissions for your own purchases or other applicable commission-triggering events; and (i) you may not create Program tracking links that also contain a tracking link to any other referral programs of Rinovum or its affiliates (“Other Referral Programs”). For clarity, you are permitted to participate in both the Program and Other Referral Programs (to the extent you are accepted therein, in accordance with the terms therefor), but individual links must be specific and exclusive to one of the programs. By participating in the Program, you agree not to claim commission or credit from both the Program and from any Other Referral Program for any single sale or other applicable commission-triggering event.
- Pay-Per-Click Activities.
Whether or not pay-per-click (“PPC”) advertising is offered as part of the Program from time-to-time (in our sole discretion), and whether or not you participate therein when offered, you agree that: (a) you may not bid on any Specified Mark (as defined in Section 7 below) for search or content based campaigns on Google, MSN, Yahoo or any other network; (b) you may not use any Specified Mark in sequence with any other keyword (e.g. Rinovum Coupons); (c) you may not use any Specified Mark in your ad title, ad copy, display name, or as the display URL; (d) you may not directly link to any Rinovum Website from any PPC ad or use redirects that yield the same result; (e) you may not bid in any manner appearing higher than Rinovum or its affiliates for any search term in position 1-5 in any auction style PPC advertising program; and (f) if you automate your PPC campaigns, it is your responsibility to exclude our Trademarks (or other Specified Marks) from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses any of our Trademarks, we may terminate your participation in the Program immediately.
- Coupon Activities.
If you participate in promoting coupon codes as part of the Program (to the extent offered as part of the Program from time-to-time, in our sole discretion), you agree that: (a) you may only advertise coupon codes obtained from your Affiliate Account; (b) you may not post or otherwise provide information regarding any work-around for coupon requirements (e.g., first time customers only); (c) coupons must be displayed in their entirety with the full offer, valid expiration date and code, and any other associated terms; (d) you may not use any technology that obscures or hides the coupon code and generates a Program click by revealing the code; (e) you may not advertise any Rinovum (or its affiliate) coupon code obtained from any source other than your Affiliate Account; and (f) you may not give the appearance that any ongoing offer requires clicking from Your Activities in order to redeem.
- Promotional Materials.
Upon your acceptance into the Program, subject to the terms and conditions herein, Rinovum grants to you a limited, revocable, nonexclusive, nontransferable license (the “License”) to use the Rinovum-provided banner advertisements, button links, text links, or other content made available to you for the Program via your Affiliate Account (collectively, the “Promotional Materials”) solely for your display and use in Your Activities in promoting products or services of Rinovum or its affiliates to the extent permitted under the Program and solely during the term of your participation in the Program. Furthermore, you agree that: (a) you may not subcontract, assign, otherwise transfer, resell, lease, sublicense or delegate the License, your participation in the Program, or any right or obligation associated therewith, in whole or part; (b) you may not run a sub-affiliate program (for clarity, we do not currently permit sub-affiliates in the Program, regardless of whether your Affiliate Account includes information or functionality relating to sub-affiliates); (c) you may only use the Promotional Materials to promote the Rinovum Websites (and the products and services available thereon), and for linking to the Rinovum Websites, to the extent permitted under the Program; (d) you shall use only such Promotional Materials as are provided to you by Rinovum via your Affiliate Account, and you shall immediately cease use of specified (or all) Promotional Materials when requested or instructed by Rinovum; (e) you shall not place any Promotional Materials in close proximity to any links, materials, or other references to or of any direct competitor of Rinovum or its affiliates; (f) you shall not alter, add to, subtract from, translate or otherwise modify any Promotional Materials without the express prior written consent of Rinovum in each instance; (g) all of Your Activities (including sending any emails, to the extent permitted under the Program) must be undertaken on your own behalf and not imply that they are undertaken or performed by or on behalf of Rinovum or any of its affiliates; (h) all materials or other content that you may create for use in Your Activities, to the extent permitted under the Program, shall be subject to the express prior written approval of Rinovum; and (i) you shall not use the Promotional Materials, or otherwise undertake any of Your Activities, in any manner directed to customers or other users located outside the United States (certain products or services of Rinovum or its affiliates cannot be shipped or provided outside of the United States due to legal, regulatory or other considerations).
The License (as defined in Section 6 above) shall include a right to use any Trademarks (as defined below) as incorporated in the Promotional Materials, solely to the extent reasonably necessary for you to exercise the License. Your use of the Trademarks shall comply with any style guides or other requirements provided to you by Rinovum from time to time, and shall inure solely to the benefit of Rinovum (or its affiliates as applicable). All promotional messaging or other materials you create in Your Activities (to the extent permitted under the Program) that contain any Trademark shall (a) be subject to Rinovum’s prior written approval and (b) include the following notice (unless instructed otherwise by us): “The are trademarks or registered trademarks of Rinovum Women’s Health, LLC and/or The Stork Ib2C, Inc.” In addition, you shall not: (i) register or attempt to register, directly or indirectly, any trademark, service mark, trade name, domain name, or similar registration, in any jurisdiction, that contains or otherwise covers any of the following (collectively, “Specified Marks”): (A) any Trademark or any other trademark, service mark, trade name or domain name of Rinovum or any of its affiliates, (B) any modification, combination or misspelling of the foregoing, or (C) anything else that might be considered confusingly similar to the foregoing; (ii) use any Specified Mark as part of any domain or sub-domain in Your Activities; (iii) use any Specified Mark in any manner to communicate or suggest any sponsorship, endorsement or other connection between Rinovum or any of its affiliates and you (other than your participation in the Program, to the extent permitted under the Program); (iv) use any Specified Mark in any other manner not expressly permitted by these Terms; or (v) harm or adversely affect any Trademark or any associated goodwill. Notwithstanding the foregoing or anything else herein to the contrary, Rinovum may immediately terminate your right to use any or all Trademarks, in its sole discretion. You shall not acquire, directly, by implication or otherwise, any right or license in any Trademark, or any other trademark or service mark of Rinovum or its affiliates, except as expressly set forth in these Terms. As used herein, “Trademark” means: the marks RINOVUM, RINOVUM WOMEN’S HEALTH, THE STORK, or STORK OTC; any logo associated with each of the foregoing; and any other trademark, service mark, trade name or domain name that Rinovum may from time to time expressly notify you in writing is a “Trademark” within the meaning of these Terms.
- Intellectual Property.
Rinovum (or its affiliate as applicable) retains all right, title and interest in and to all Promotional Materials and Trademarks (and all goodwill associated therewith), including any and all copyright, trademark or other intellectual property or proprietary rights therein or thereto, or related thereto. Nothing in these Terms shall be construed to transfer or grant to you any right, title or interest in any of the foregoing, other than the right to use the Promotional Materials in accordance with the License (as defined in Section 6 above). To the extent you modify any Promotional Materials (for clarity, which you may not do without our express prior written consent), you agree that we shall own all right, title and interest in and to such modifications. You hereby assign, and agree to assign, to us all right, title and interest in and to such modifications, including all intellectual property or proprietary rights therein or thereto or related thereto, in all forms or formats now known or hereafter invented. Furthermore, you agree, at no additional cost, to undertake all further actions, including executing further documents, as reasonably requested by us to effect the above ownership and assignment and our exploitation in any manner of the modifications.
To the extent offered as part of the Program from time-to-time, in our sole discretion, you will be eligible to receive a marketing affiliate commission (the “Commission”) for the successful completion of Eligible Transactions. As used herein, an “Eligible Transaction” means, to the extent expressly set forth within the Program as applicable (including on the Program Info Site): (a) a customer (not you) clicks-through your link (supplied to you as part of the Program via your Affiliate Account) to a Rinovum Website and successfully completes a purchase of a product or service of Rinovum (or its affiliate) directly through store.storkotc.com (for clarity, excluding any other retailers or channels that may be listed on the Rinovum Websites), for which Rinovum (or its affiliate) receives and retains payment; or (b) another customer- or user-focused event has occurred, which triggers a Commission, subject to any related requirements or other terms and conditions under the Program. To be an Eligible Transaction, the customer or other user must be located in the United States. We will (directly or via our vendors) track Eligible Transactions and may provide related volume information or certain other statistics to you, in our discretion. We reserve the right to reject, in our sole discretion, any order or other Eligible Transaction. The then-current Commission amounts or rates will be set forth on the Program Info Site or accessible via your Affiliate Account. We reserve the right to modify Commission amounts or rates from time-to-time, in our sole discretion. We will be responsible for making all Commission payments to you. Unless otherwise set forth as part of the Program materials, Commissions will be paid in US dollars, by check, in arrears, and no more frequently than monthly, and may be subject to a minimum payment amount (under which the Commissions will roll-over to the subsequent period). You agree to provide, update or verify, promptly when requested by us, any information that we may request to comply with any tax disclosure or reporting requirements imposed under current or future laws, rules or regulations. Such information may include a valid IRS Form W-9. Your failure to comply with the foregoing obligation may result in our holding back payments (or portions thereof) otherwise due to you hereunder, or your forfeiture thereof. Any taxes or similar amounts that are required to be withheld by us from any payment to you hereunder shall be deemed part of the amount paid to you. Without limiting our other rights or remedies under these Terms or otherwise, we will be entitled to withhold, deduct or set off from any payments to be made to you under the Program any amount owed by you to us, whether in connection with these Terms (including any breach hereof by you), the Program or otherwise.
Rinovum reserves the right to reverse Commissions due to order cancellations, duplicate tracking, returns, disputed charges, any violation of these Terms or other Program requirements, or for any other reasonable associated concern. If we ask you for clarification or other information regarding any purported Eligible Transactions (or any other related activities or events) that are suspicious or otherwise concerning, you will respond in a timely and honest manner. Without limiting our other rights or remedies under these Terms or otherwise, we will be entitled to reverse Commissions or suspend or terminate your participation in the Program if: (a) you are not forthcoming, are intentionally vague or are found to be lying; (b) you are not responsive within a reasonable time period to any communication from us sent to the contact information associated with your Affiliate Account; or (c) you cannot substantiate or validate the source or related details of any purported Eligible Transactions with clear and demonstrable proof. To the extent that we are unable to reverse Commissions directly (e.g., via reversal functionality in the online marketing affiliate system used for the Program), we reserve the right to deduct the amount of any reversal permitted above from future payments to you (such deduction, or the associated reversals, may or may not be reflected in your Affiliate Account; if not reflected therein, we will provide you notice thereof).
- Warranty Disclaimer and Limitations of Liability.
THE PROGRAM, PROMOTIONAL MATERIALS AND TRADEMARKS ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, PROMOTIONAL MATERIALS, TRADEMARKS AND RINOVUM WEBSITES, INCLUDING: (A) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (B) THAT THE PROGRAM, PROMOTIONAL MATERIALS, TRADEMARKS OR RINOVUM WEBSITES WILL PRODUCE ANY PARTICULAR REVENUE OR OTHER RESULTS, MEET YOUR REQUIREMENTS, BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR. No communication or other information, whether oral or written, received or obtained by you from or through us or our affiliates, the Program, your Affiliate Account, or any Promotional Materials or Rinovum Website, will create any other warranty.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US OR OUR AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, REVENUE, PROFITS OR USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING FROM OR RELATING TO THESE TERMS OR THE PROGRAM, EVEN IF WE OR OUR AFFILIATES HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF RINOVUM AND ITS AFFILIATES TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THE PROGRAM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL COMMISSIONS PAID TO YOU UNDER THE PROGRAM IN THE PRIOR YEAR.
You will indemnify and hold harmless Rinovum, its affiliates, and their respective licensors, providers, partners, employees, officers, directors and agents, from and against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Liabilities”) arising from or relating to (a) your breach of these Terms, (b) your participation in the Program (but excluding any Liabilities to the extent caused by our negligence or willful misconduct), or (c) your negligence or willful misconduct. We reserve the right to assume sole control of the defense and settlement of any third party claim, demand, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
You will (a) maintain the confidentiality of any non-public information provided to you by us, or which you otherwise receive or have access to by virtue of your participation in the Program, (b) use any such information solely during the term of your participation in the Program as reasonably necessary for your activities permitted therein, and (c) not disclose any such information except (i) to your employees and agents who have a need to know for the use permitted in clause b above and are legally bound to comply with the obligations above in this paragraph, or (ii) as required by law. All acts and omissions of such employees and agents will be deemed to be your acts and omissions, and you will be responsible therefor. Upon termination of your participation in the Program, you will immediately destroy all such information.
We may terminate the Program or your participation in the Program at any time, for any reason or no reason, including by providing notice to you thereof (via your Affiliate Account or otherwise) or terminating your access to the online marketing affiliate system for the Program. You may also terminate your participation in the Program at any time, for any reason or no reason, by terminating such participation via your Affiliate Account. Upon termination, all of your rights (including the License) pursuant to these Terms or the Program will cease and you will immediately cease all use of, and remove from all Your Activities as applicable, all Promotional Materials, Trademarks, links, codes or other material or content relating to the Program or Rinovum or its affiliates. Following termination, you will be entitled to receive Commissions only on Eligible Transactions that occurred prior to termination, subject to the other terms and conditions herein.
- Compliance With Laws.
In connection with your participation in the Program (including all of Your Activities), you will comply with all applicable laws, rules and regulations, including the following laws, rules and regulations related to marketing and promotion: (a) the CAN-SPAM Act of 2003, (b) Section 5 of the Federal Trade Commission Act, and (c) the Federal Trade Commission’s disclosure rules and guidelines (including those regarding effective disclosures in digital advertising, as applicable).
- Relationship of Parties.
You acknowledge and agree that you are an independent contractor with respect to Rinovum. No employment, partnership, agency, joint venture or other relationship is created by these Terms or your participation in the Program. You will have no authority to bind Rinovum or any of its affiliates, and you will be solely responsible for your own costs and expenses in connection with your participation in the Program.
We may modify these Terms at any time, in our sole discretion. We may post modifications to these Terms on the Program Info Site or make them available via your Affiliate Account or via email. You agree that if you continue to participate in the Program following a modification, such continued participation constitutes your acceptance of the modification. If you disagree with any modification, your only recourse is to terminate your participation in the Program. Except as permitted above, these Terms may only be amended or modified by an express writing executed by Rinovum.
These Terms set forth the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior understandings and agreements with respect thereto. You may not assign or otherwise transfer these Terms or any rights hereunder, or delegate any obligations hereunder, without the prior written consent of Rinovum, in its sole discretion. Rinovum may, at any time and from time to time, freely assign these Terms in whole or part (including assignment, transfer or delegation of any rights or obligations). Any assignment, transfer or delegation in violation of the above provisions shall be void and have no effect. Any waiver by Rinovum must be in an express writing signed by us to be enforceable. No delay or failure of Rinovum to enforce any right or obligation herein shall be deemed a waiver thereof, and no express written waiver shall waive any other time or other right or obligation. If any provision of these Terms is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise be legal and enforceable. Rinovum shall not be liable for any delay or failure in performance or interruption resulting from any cause beyond its reasonable control. These Terms, the interpretation hereof, and all disputes arising hereunder or related hereto, shall be governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to any conflicts of laws principles that would apply another law. You hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Pennsylvania, and shall not bring any suit, claim or other cause of action except in a court located within Pennsylvania. Notwithstanding the prior sentence, at Rinovum’s option, in its sole discretion, any dispute arising under or related to these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (or another arbitral body reasonably acceptable to both parties) by one or more arbitrators appointed in accordance with said Rules. Such arbitration shall be conducted in English and located in Pennsylvania. Notwithstanding the above, Rinovum may at any time seek an injunction or other equitable relief for any breach or anticipated breach by Affiliate of these Terms, in any court of competent jurisdiction, without any requirement to post bond. If you are accepted into the Program, you will receive via your Affiliate Account an address for Rinovum to which you should address all notices required or permitted hereunder. You acknowledge that we may send any notice or other communication to you to the email address or other contact information you have provided as part of your application to participate in the Program or your Affiliate Account, and such notices or other communications will be deemed delivered to you when sent by email or facsimile, or 3 business days after being sent by US mail, certified return receipt. As used herein and unless the intent is expressly otherwise in specific instances, the words “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. The section titles and headings herein are for convenience only and shall not affect the substance of these Terms.
Last Updated: November 6, 2015