PICKLER MARKETING TERMS AND CONDITIONS

Last updated: October 4, 2019

© The Pickler, LLC. All Rights Reserved.

Welcome to Pickler®! These Pickler Marketing Terms and Conditions (these “Terms”) are entered into by you (“you” or “your”), and The Pickler, LLC d/b/a Pickler (“Pickler”). These Terms govern your participation in Pickler’s marketing program (the “Program”). If you do not agree to be bound by these Terms, then you may not participate in the Program.

In addition to these Terms, the Program is also governed by other applicable terms and conditions, including the Terms of Use and any other documents and policies referred to in the Terms of Use. For the avoidance of doubt, all of the terms and conditions of the Terms of Use (including the sections titled “We Make No Representations or Warranties Regarding our Services or the Content,” “Limitations on our Liability,” “Your Indemnification of Us,” “Our Remedies,” “Legal Disputes,” and “Miscellaneous” and all documents and policies referred to in the Terms of Use) will apply to these Terms. To the extent that these Terms conflicts with the Terms of Use, these Terms will apply and control. All capitalized terms used and not otherwise defined in these Terms will have the meanings ascribed to them in the Terms of Use.

1. Purpose. These Terms establish Pickler as a marketing affiliate of yours with the non-exclusive right to connect with your customers, users and partners (collectively, the “Users”) to, or otherwise market, you in order for such Users to consummate transactions with you, in exchange for which, Pickler shall receive a portion of the proceeds from such transactions or such other consideration agreed upon by you and Pickler in writing (email acceptable).

2. Marketing. Pickler may share the discount code, credit code, link, banner, text, search box, buttons, graphics and other content or devices provided by you to Pickler (collectively, the “Link”), from time to time, as determined by Pickler, in Pickler’s sole discretion, with Users. You represent and warrant that you will use reasonable efforts to establish and maintain the Link and Your Products (as defined below) during the term of these Terms.

3. Fee Payment. You will pay Pickler the applicable referral fees agreed upon between you and Pickler in writing (email acceptable), via check or other mutually acceptable means within 10 days following the end of each month in which the applicable transaction occurred. Any payments required to be made by you to Pickler that are late shall accrue interest from the date the payment was due in accordance with this Section 3, in an amount equal to the lesser of (a) 18% per annum; or (b) the maximum rate of interest permitted by applicable law (“Interest”). Pickler reserves the right to audit and re-assess User transactions, from time to time, and at any time. You acknowledge that should an audit indicate that payment has not been made to Pickler for more than 5% of transactions, then you will, immediately, upon receipt of written notice from Pickler, on demand: (x) pay to Pickler all applicable referral fees for transactions that have not been paid to Pickler; (y) pay Pickler Interest on such applicable referral fees for transactions that have not been paid to Pickler; and (z) pay to Pickler an amount equal to all of Pickler’s actual costs and expenses incurred in connection with the audit, including related investigation, collection and legal fees and costs, whether or not Pickler is required to commence formal legal action under these Terms. The rights provided in this Section 3 will be in addition to any other rights or remedies that may be available to Pickler.

4. Transaction Processing. You will process transactions placed by Users who use the Link. You are responsible for all aspects of transactions processing and fulfillment. Among other things, you will prepare order forms, process payments, cancellations, and handle customer service. You will track transactions made with Users who consummate transactions using the Link. You are solely responsible for the development, operation, and maintenance of your Programs, websites, services, products, applications and all other mediums and interactions with Users (collectively, the “Service”), the Link, your intellectual property rights, other products and services and all content therein (collectively, with the Service, the Link, your intellectual property rights, and other products and services, “Your Products”). Such responsibility includes (a) the technical operation of Your Products; (b) the accuracy, timeliness and appropriateness of content posted on Your Products; (c) ensuring that the posted materials, the materials provided to Pickler and otherwise on or in connection with Your Products do not violate or infringe upon the rights of any third party; and (d) ensuring that the posted content, materials provided to Pickler and otherwise on or in connection with Your Products are not libelous, in violation of any applicable laws or otherwise illegal. Pickler will have no liability for any matters described in this Section 4 or for any Users’ claims relating to such matters. You will not disparage Pickler or otherwise portray Pickler in a negative light. You shall be solely responsible for any inaccurate information with respect to the availability or price of any product or service, including on or in connection with Your Products. You will provide written notice to Pickler upon any change to your policies, operating procedures, price information or other material information with respect to the availability of Your Products. If a User contacts Pickler regarding you or Your Products, Pickler may, in Pickler’s sole discretion, instruct such User to contact you directly, or take such other action as Pickler deems commercially reasonable.

5. License. You hereby grant to Pickler a limited, worldwide, non-exclusive, royalty-free, paid-up right and license to (a) use and display the Link, your name and logo, and any other content (including Your Products) that you may provide to Pickler from time to time for purposes of the Program; and (b) view, access, store, copy, make derivative works from or otherwise use in any manner any and all User and customer information provided to Pickler from time to time. You represent and warrant that you have all necessary rights to grant the rights and licenses set forth in these Terms.

6. Indemnity. Without limiting anything in the Terms of Use, you will defend, indemnify and hold Pickler and its affiliates, managers, members, employees, officers, directors and representatives, harmless from and against any claims, damages, losses, costs, liabilities and expenses, including attorneys’ fees, arising out of or in connection with (a) your breach of the representations, warranties and covenants made by you; (b) your fraud, negligence or willful misconduct; (c) your violations of applicable regulations, statutes and laws; (d) your actions or omissions in connection with any User (including in connection with your obligations set forth in these Terms, including any transactions processed by you with any User or other customer and any inaccurate information with respect to Your Products); and (e) the development, operation, maintenance, and content of your name, logo and other content, Your Products (including, for the avoidance of doubt, the Service, the Link, and your products, services and intellectual property rights) or your use or collection of User and customer information. You are solely responsible for your actions and omissions in connection with the Program and any User.

7. Relationship of the Parties. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party will have the authority to make or accept any offers, warranties or representations on the other party’s behalf.

8. No Exclusivity. Either party may, at any time (directly or indirectly), undertake obligations or provide services to other parties that are the same or similar to those undertaken or provided pursuant to these Terms.

9. Termination. Pickler may, at any time, in its sole discretion and without any notice to you, (a) discontinue the Program, in whole or in part; (b) approve, deny or revoke the right to participate in the Program with respect to any person, including you, for any reason whatsoever; or (c) audit any Program account.

10. Interpretation of these Terms. Pickler has the sole discretion to interpret and apply these Terms under and in connection with all circumstances, and all questions or disputes regarding the Program or these Terms will be resolved by Pickler, in its sole discretion.

Pickler® and P™ are trademarks of The Pickler, LLC d/b/a Pickler.