Affiliate Publisher Terms

This Affiliate Program Agreement (the “Agreement”) contains the terms and conditions that apply to your participation in the Standard Process Affiliate Program through AWIN (the “Program”).

Please read this Agreement carefully. By participating in the Program, you represent that you (“Affiliate” or “you” or “your”) have read, fully understand and agree to the terms of this Agreement with Standard Process Inc. (“Standard Process” or “we” or “us” or “our”). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement and that you will fulfill all contractual obligations provided in this Agreement. If you do not agree to these terms, do not participate in the Program.

Standard Process is the owner of several brands, including Standard Process, Spirited Paw, Possible, and Royal Lee Organics. It shall be understood that a reference to Standard Process herein incorporates these brands. Standard Process Websites include www.standardprocess.com, spiritedpaw.com, and www.mypossible.com.

  1. ENROLLMENT

In order to enroll in this Program, you sign up as an affiliate with AWIN, providing all the information required by AWIN in connection with becoming an AWIN affiliate and by accepting the terms of this Agreement. We reserve the right to accept or reject your participation in the Program in our sole discretion; however, we encourage you to contact us if you feel we have made an incorrect decision.

  1. WEBSITE RESTRICTIONS

Your participating website(s) and/or social media (“Your Sites”) may not

(a) Infringe on our or any anyone else’s intellectual property, 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, or contain nudity, pornography or sexually explicit materials.

(d) Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

(e) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.

(f) Mislead customers as to the products or services available on Your Site(s) or on a Standard Process Website

  1. LINKING TO OUR WEBSITE
Your participation in the Program means you agree to abide by the following:

(a) You shall only use linking code (creative or text links) available through the AWIN affiliate window interface without modifications, You may not hard-code these creative or text links into their Your Sites.

(b) Affiliates shall not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay or any comparison shopping engines, such as Shopzilla or Pricegabber.

(c) Your Sites shall not in any way copy, resemble, or mirror the look and feel of any Standard Process Website. You will also not use any means to create the impression that Your Site is a Standard Process Website or any part of a Standard Process Website including, without limitation, framing the Standard Process Website in any manner.

(d) You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Site. In addition, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).

(e) 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.

(f) You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.

(g) You may not create affiliate tracking links that also contain a tracking link for other referral programs (“Other Referral Programs”).  Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.

(h) You may not use your affiliate links to claim commissions for your own purchases on Standard Process Websites.

(i) You may not put Standard Process Websites into frames.

  1. PAY-PER-CLICK (“PPC”) GUIDELINES
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:

(a) You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network, without written permission from Standard Process.

(b) You may not use our Trademarks in sequence with any other keyword (e.g., STANDARD PROCESS COUPON).

(c) You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.

(d) You may not direct link to a Standard Process Website from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Site.

(e) You may not promote Standard Process through search engine marketing via a landing page.

    If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks 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 our Trademarks, we may terminate your participation in the Program immediately and you will forfeit all commissions from the past 30 days and your commission will be set to 0% without warning. We reserve the right to add additional terms to our Trademarks at any time and this Agreement applies to the use of such additional terms.

    1. TRADEMARKS
    Upon acceptance into the Program, Standard Process grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Standard Process during the term of this Agreement solely in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between Standard Process and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to Standard Process’s prior written approval. Except for the limited license provided in this Agreement, Standard Process reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Standard Process. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, “Trademarks” include the phrases “Standard Process,” “Spirited Paw,” “Royal Lee Organics,” “POSSIBLE,” any Standard Process logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Standard Process as Standard Process may from time to time notify you to be Trademarks within the meaning of this Agreement. Use of any Standard Process competitor names or trademarks to promote Standard Process in any form is strictly prohibited.

    1. DISCOUNT GUIDELINES
    If Your Site promotes discounts, voucher or coupon codes, you must adhere to our guidelines as follows:

    (a) You may ONLY promote non-expired voucher or coupon codes that are provided directly to you by AWIN or Standard Process through the Program, including links and URL’s. Posting any information about how to work around the requirements of a coupon/promotion (i.e., “first time customers only”) will result in your removal from the Program. Vouchers and coupons must be displayed in their entirety with the full offer, valid expiration date and code.

    (b) You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).

    (c) You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.

    (d) You may NOT give the appearance that any ongoing offer requires clicking from Your Site in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Site to get this deal.

    (e) Only new Standard Process customers can redeem a discount.

    (f) Any customer redeeming a trialist discount must have a valid delivery and email address, and comply with Standard Process’s Terms & Conditions at standardprocess.com/about-us/our-company/policies/purchasing-terms-and-conditions, for you to qualify for a commission.

      Failure to adhere to these guidelines will result in a loss of commission for all directly related orders and you may be immediately suspended from participating in the Program, at the sole discretion of Standard Process.

      1. DOMAIN NAMES
      Use of any of our Trademarks as part of the domain or sub-domain (for example Standard Process.website.com or www.Standard Process-coupons.com) for Your Site is strictly prohibited. You shall not register any domains that are similar or otherwise confusingly similar to the Trademarks. Any such prohibited registrations will result in a loss of commission for all related orders and you may be immediately suspended from participating in the Program, at the sole discretion of Standard Process.

      1. ADVERTISING & PUBLICITY
      You shall not create, publish, distribute, or print any written materials that use our Trademarks or make reference to our Program without first submitting that material to us and receiving our prior written consent. You may not alter any of the linking code or other materials provided by AWIN or Standard Process. Further, you shall not deviate from the approved materials, and you must follow all Federal Trade Commission’s (FTC) and U.S. Food and Drug Administration (FDA) rules and regulations, for example, no claims to cure any disease or condition shall be made. When participating in this Program you are required to use FTC disclosures where you post an affiliate link. You can find more information about FTC disclosures and influencer guidelines here, https://www.ftc.gov/.

      1. REVERSAL & COMMUNICATION POLICY
      Standard Process takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

      (a) You are not forthcoming, intentionally vague or are found to be lying.

      (b) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.

      (c) You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.

      If any of the above applies, then we reserve the right to reverse orders, set your commission to 0%, terminate, and suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.

      1. INTELLECTUAL PROPERTY
      Standard Process retains all right, title, ownership, and interest in its Trademarks and promotional materials, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the any of Standard Process’s Trademarks, promotional materials, or other intellectual property.

      1. RELATIONSHIP OF PARTIES
      This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Standard Process and you. You shall provide services for Standard Process as an independent contractor. You shall have no authority to bind Standard Process to any agreement, nor shall you be considered to be an agent of Standard Process in any respect.

      1. AFFILIATE COMMISSIONS
      Affiliate is eligible to receive an affiliate commission (the “Commission”) for the successful completion of Eligible Purchases. An “Eligible Purchase” occurs when: a) a customer (not you) clicks-through the link (supplied by AWIN to you) to a Standard Process Website; (b) during a single session that the customer adds the product that is the subject of the provided to their shopping cart and places the order for that product no later than 30 days following the customer’s initial-click through; and (c) the subject product is paid for by the customer. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The rate of Commission will be negotiated on a case by case basis. Standard Process reserves the right to modify the Commission rate from time to time, in its sole discretion. AWIN will be responsible for fulfilling and transferring all Commission payments in accordance with the AWIN Agreement to the Affiliate.

      1. DISCLAIMER
      YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL STANDARD PROCESS BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL STANDARD PROCESS’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. STANDARD PROCESS DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH STANDARD PROCESS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. STANDARD PROCESS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF STANDARD PROCESS WHATSOEVER.

      1. INDEMNIFICATION
      YOU SHALL INDEMNIFY AND HOLD HARMLESS STANDARD PROCESS FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS STANDARD PROCESS FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR ANY PROMOTIONAL MATERIALS.

      1. CONFIDENTIALITY
      Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be “Confidential Information.” You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Standard Process. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.

      1. TERMINATION
      Your participation in the Program shall begin upon your acceptance as an affiliate by AWIN and shall end when terminated by AWIN or Standard Process. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Site regarding Standard Process, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Except as otherwise provided herein, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Standard Process reserves the right to terminate the Program at any time upon notice to you.

      1. COMPLIANCE WITH LAWS
      In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:

      (a) Section 5 of the FTC Act; and

      (b) The FTC’s disclosure rules regarding endorsements.

      To comply with the FTC’s disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.

      1. MODIFICATION
      We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.

      1. GOVERNING LAW; JURISDICTION
      This Agreement is governed by the laws of the State of Wisconsin, without regard to its choice of law principles. You hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Milwaukee County, Wisconsin, with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.

      1. SOCIAL MEDIA
      Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

      (a) You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.

      (b) You are PROHIBITED from posting your affiliate links on Standard Process’s Facebook, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.

      (c) You ARE PROHIBITED from running advertisements on social media platforms using the Trademarks.

        1. OPERATIONS OUTSIDE UNITED STATES
        If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.

        1. GENERAL

        (a) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

        (b) You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Standard Process, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.

        (c) Section 13, 14, and 15 herein shall survive termination, as well as any other sections that would be reasonably expected to survive.

        (d) Any failure by Standard Process to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.