Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
Please read the entire agreement. This is a legal agreement between you and Harpoon, LLC ("Harpoon").
By submitting the online affiliate application you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.
If you have any questions, please don't hesitate to let us know. For quickest results please contact us.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Harpoon's Affiliate Program. The purpose of this Agreement is to allow linking between your content and the Harpoon website. Please note that throughout this Agreement, "we," "us," and "our" refer to Harpoon, and "you," "your," and "yours" refer to the affiliate.
2.1. To begin the enrollment process, you will complete and submit the online signup form provided by our third-party affiliate software provider. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes "Harpoon" or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Harpoon or any other affiliated business.
2.2. As a member of Harpoon's Affiliate Program, you will have access to an affiliate account dashboard via a third-party software provider. In order for us to accurately keep track of all referral visits from your site(s) to ours, you must use the code that we provide for any banners, text links, or other affiliate links we provide you with.
2.3. Harpoon reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility in order to maintain compliance with the current state of this agreement including proper use of the latest code & promotional assets provided by Harpoon.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Harpoon Affiliate Program.
3.2. Harpoon reserves the right to terminate this Agreement and your participation in the Harpoon Affiliate Program immediately and without notice to you should you commit fraud in your use of the Harpoon Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Harpoon shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement 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.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Harpoon's Affiliate Program rules. If any modification is unacceptable to you, you have the option to end this Agreement. Your continued participation in Harpoon's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1 Harpoon uses a third-party software provider to handle all of the referral tracking and payments and shall not be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the third-party software.
6.2 Any fees incurred due to the transfer of payments from Harpoon to the affiliate will not be reimbursed or added to the earned Affiliate Fee amount. For example, if an affiliate's payment provider charges the affiliate a transaction fee to receive a referral payment from Harpoon that transaction fee is the sole responsibility of the affiliate.
6.3 For each person that you refer to Harpoon using your Links that completes a subscription transaction with Harpon that results in payment to Harpoon, you will receive 30% of the revenue generated by such person during the life of their active subscription with Harpoon in the form of an Affiliate Fee. For example, if someone you refer is on a monthly payment plan for $39 a month, you will receive an Affiliate Fee (commission) for $11.70 for every month they are an active, paying customer. You will not receive an Affiliate Fee for any refunded or returned transactions. If a refund is issued after the Affiliate Fee has already been approved and paid, a negative balance will be created on your account and will be deducted from future Affiliate Fees. Any subscription payment received by Harpoon through Stripe from a referred customer will result in a valid referral created and a payable Affiliate Fee, subject to verification and approval by Harpoon. To earn Affiliate Fees, you must comply with all terms of this Agreement
You will create a password so that you may access your affiliate account dashboard hosted by a third-party software provider. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8.1. You are free to promote your own websites, but naturally any promotion that mentions Harpoon could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Harpoon. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Harpoon so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to news groups to promote Harpoon so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Harpoon. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Harpoon Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. PPC (Pay-Per-Click): Affiliates may not bid on restricted terms for search or content-based campaigns on search or social networks. These terms include: Harpoon, harpoon, www.harpoon, www.harpoonapp.com, harpoonapp.com, harpoon.app, Harpoon LLC, Harpoon coupon, Harpoon discount code, Harpoon discount, Harpoon promo code, Harpoon sale, Harpoon promo, Harpoon sales, Harpoon deals, and/or any misspellings or similar alterations. These terms (or alterations) cannot be used in sequence with any other keyword(s). You may not direct link to Harpoon from any PPC ad or use redirects that yield the same result. Customers must be directed to an actual page on Your Website. You may not bid in any manner appearing higher than us for any search term in positions 1-5 in any auction-style PPC advertising program. Violation of these PPC restrictions will result in forfeiture of all Affiliate Fees for a minimum of the past 30 days, your Affiliate Fee balance will be set to $0 without warning, and we may terminate your participation in the Program at our discretion. We will do everything possible to contact the affiliate prior to any ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called "interstitials," "Parasiteware," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Harpoon's site (i.e., no page from our site or any of Harpoon's content or branding is visible on the end-user's screen). As used herein a "Parasiteware" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, DuckDuckGo and similar search or directory engines); (c) set commission tracking cookies through loading of Harpoon's site in iFrames, hidden links and automatic pop ups that open Harpoon's site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
8.4 You will only use the Links we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation or modification of any kind.
8.5 You may not "self-refer," meaning that only transactions by other persons using your Link will result in Affiliate Fees.
8.6 You will not send your Link or any marketing messages in connection with the Program via SMS or text message.
8.7 You will 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 (also known as cloaking).
8.8 You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by Harpoon in writing. Harpoon may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offers, and you agree to comply with all terms and limitations that Harpoon establishes in connection with such promotional offers.
8.9 Social Media: You may only promote the Program and Links on your own social media pages. You are prohibited from posting your Links on our social media accounts or pages in an attempt to turn those Links into affiliate sales. You are prohibited from creating a social media account that includes our trademark(s) in the page name and/or username.
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Harpoon's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Harpoon and the good will associated therewith will inure to the sole benefit of Harpoon.
9.2. 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.
HARPOON MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE HARPOON SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF HARPOON'S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
WE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL HARPOON'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.
You hereby agree to indemnify and hold harmless Harpoon, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, 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 our 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.
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.
15.1. 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 Harpoon. 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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
If you have any questions about this Agreement, please contact us.