TERMS AND CONDITIONS

Please read and review this entire agreement (the “Agreement”). This is a legally binding Agreement between you (hereafter “you” or “Affiliate”) and ANTIDOTE  (hereafter “ANTIDOTE”). By registering for the ANTIDOTE Affiliate Program, you acknowledge that you have read and agree with the following terms and conditions and that you agree to be legally responsible for each term and condition.

1. Submitting Your Application

Once you register to be a part of the ANTIDOTE Affiliate Program you are bound by the terms of this Agreement. When registering you must provide accurate and complete information. Participation in the ANTIDOTE Affiliate Program is to legally advertise our website to receive commission on referral customers. We will evaluate each registrant and you will be notified of your acceptance or rejection. We may reject your acceptance into the Affiliate Program if we determine that your website or advertisements are unsuitable for any reason.

2. Affiliate Obligations

2.1. Once your registration is approved, we may re-evaluate your acceptance into the Affiliate Program at any time. The terms and conditions of this Agreement will begin when your registration has been completed and all required forms have been submitted and will end when your affiliate account has been terminated. Affiliation can be immediately revoked if we deem your site to be unsuitable for any of the following reasons; including but not limited to:

• 2.1.1. False advertisements concerning ANTIDOTE 
• 2.1.2. Spamming using your affiliate link (the “Affiliate Link”)
• 2.1.3. Usage of materials that infringe on any copyright, trademark or other intellectual property rights or to violate the law
• 2.1.4. Harassment or intimidation of others on your website or social media
• 2.1.5. Content deemed to be graphic or explicit by ANTIDOTE 
• 2.1.6. Promotion of illegal activities
• 2.1.7. Usage of technology to potentially divert commission from other affiliates in our program

2.2. ANTIDOTE reserves the right to review your placement and approve the usage of your Affiliate Links. You may use graphics and texts provided to you by us. You may not use your own link to make purchases. You will not earn commission from orders placed under your Affiliate Link by customers residing in your household. You may not knowingly allow others to repeatedly use your Affiliate Link to earn commission.

2.3. The maintenance and updating of your site and/or social media (collectively the “Sites”) is your responsibility. We may monitor your Sites as necessary to ensure your content is up to date and notify you of any changes that should be made to help your affiliate performance.

2.4. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ANTIDOTE. 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 Sites that reasonably would contradict anything in this section.

3. Promotion Restrictions

While you are free to market ANTIDOTE on your own web site and social media, the promotion of the ANTIDOTE brand could be perceived to the public as a joint effort. Please be aware certain forms of advertising are prohibited by ANTIDOTE. Please abide by the following guidelines when planning your marketing efforts:

3.1. Using “ANTIDOTE”

“ANTIDOTE” cannot be used as a part of an affiliate's website domain name, blog, Facebook account, YouTube channel, Twitter username or any URL associated with the affiliate account.

3.2. FTC Guidelines & Spamming

Advertising commonly referred to as “spamming” is unacceptable to ANTIDOTE and could damage our name. Affiliates must abide by all state and federal consumer protection laws and regulations including the Federal Trade Commission Act and the CAN-SPAM Act. The FTC points out that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such a connection is “fully disclosed.” We strongly encourage our affiliates to adhere to the FTC’s rules. We also reserve the right to terminate our relationship with any non-compliant affiliate. Any pending commissions owed will not be paid if your account is terminated due to spamming or solicitation.

3.3. Unsolicited Commercial Email (UCE)

You may use mailings to contact your customers so long as the recipient is already a customer or subscriber of your services or website and the recipient has the option to opt-out of future mailings for themselves.

3.4. Copyright and Trademark Infringement

ANTIDOTE reserves the rights to seek legal action against retail partners and affiliates that infringe our copyrights, registered trademarks, and patented and patent pending products. Affiliates acknowledge that they will not promote, manufacture, distribute or sell products that replicate the exclusive designs and functions owned by ANTIDOTE. Failure to adhere may result in removal of the Affiliate Program. ANTIDOTE will legally pursue all parties associated with the manufacturing, distribution, and sale of counterfeit or patent infringing products.

3.5. Paid Search Policies

Bidding at larger pay per click search engines (PPCSE), such as Google, Yahoo, and Bing!, is prohibited.  ANTIDOTE protects its trademark and does not allow any trademark bidding on any search engine or Paid Placement service or site. This includes, but is not limited to Google, Yahoo, Bing!, Ask and other similar services. Affiliates may not bid on trademarked or registered terms and products (i.e. ANTIDOTE, ANTIDOTE 1848, etc.) or any phrase type, misspelling, variation or combination thereof. Any affiliates found to be trademark violators will be banned from the ANTIDOTE Affiliate Program. Affiliates will be contacted prior to the ban, however we reserve the right to ban any trademark violator from the ANTIDOTE Affiliate Program without prior notice, and on the first occurrence of PPC bidding behavior.  Failure to follow these requirements will be grounds for suspension from the Affiliate Program and forfeiture of all commissions.

3.6. Coupon Code Marketing Guidelines

Coupon marketing is allowed, but Affiliates must adhere to the following terms:

• 3.6.1. Affiliates are permitted to use active coupon codes provided exclusively through the ANTIDOTE Affiliate Program. Affiliates are not permitted to promote unauthorized coupon codes, codes that are exclusive to other affiliates, codes provided in consumer-oriented newsletters or other promotional codes from ANTIDOTE’s non-affiliate program marketing efforts. Use or attempted use of any coupon code received from any source other than directly from the ANTIDOTE Affiliate Program will result in lost commissions and/or removal from the Affiliate Program.
• 3.6.2. Promotion language must be simple, easy to understand, and should include the following: The offer, the coupon code, the expiration date, and approved text link only. Publishers of the coupon code must not use “bait and switch” language, misrepresentations, or false advertising when promoting offers (i.e: “Click here for more possible deals”). Publishers must remove invalid coupon codes and banners, or make clear to readers that the code is expired.
• 3.6.3. Affiliates bear the responsibility for removing any unauthorized, user-submitted codes.
• 3.6.4. Distributions of coupon codes on multiple sites need to be disclosed and approved by the ANTIDOTE Affiliate Program. Please email any new websites and promotions distributing ANTIDOTE coupon codes to [email protected] for approval.
• 3.6.5. Failure to follow these guidelines will result in suspension and lost commissions. Upon warning, affiliates must remove all violations. Repeated abuse will result in cancellation of your affiliation and any pending commissions owed will not be paid if your account is terminated due to coupon code misuse.

4. Grant of Licenses

4.1. ANTIDOTE grants to you a non-exclusive, non-transferable, revocable right to (i) access its site through HTML links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use its logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that ANTIDOTE provides to you or authorizes for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the ANTIDOTE Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of ANTIDOTE and the good will associated therewith will inure to the sole benefit of ANTIDOTE.

4.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than, the license granted in this agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

5. Disclaimer

ANTIDOTE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROGRAM, ANTIDOTE’S SERVICES, WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ANTIDOTE ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, ANTIDOTE MAKES NO REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND ANTIDOTE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

6. Representations and Warranties

You represent and warrant that:

6.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

6.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this agreement, without the approval or consent of any other party;

6.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

7. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

8. Limitations of Liability

ANTIDOTE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF ANTIDOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ANTIDOTE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

9. Payments

You will receive a commission for sending authorized sales via your Affiliate Links. Sales must be placed by first time customers only. In order to place an Affiliate Link, you must first be approved by ANTIDOTE to become an affiliate. You will be able to view and receive your reports regarding your commissions due to you on your Refersion dashboard.  Payout rates may be changed at any time and can be viewed via your affiliate account. It is your responsibility to determine if the payout for a link you have placed has been changed or discontinued. Payments are made automatically when your account balance reaches the required minimum or more for the previous month’s transactions. Your account does not accrue interest.

10. Indemnification

You hereby agree to indemnify and hold harmless ANTIDOTE, and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that ANTIDOTE’s use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

11. Modification

ANTIDOTE may modify any of the terms and conditions in this Agreement at any time at ANTIDOTE’s sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and ANTIDOTE’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ANTIDOTE’s Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.

12. Revocation of Affiliation

Affiliation can be ended at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this agreement will terminate immediately upon any breach of this Agreement by you. If ANTIDOTE affiliation is revoked, you cannot rejoin the program in the future.