Your use of this Website, including, informational materials or any other services provided through the Website, shall be deemed to constitute your consent to be bound by the terms and conditions of this Agreement and shall be enforceable in the same way as if you had signed this Agreement. If you are not willing to accept the terms and conditions in this Agreement, we ask that you do not use the Website or order any items from it. This Agreement governs and applies to your access to and use of this Website and its related domains on which this document appears, any order you place through this Website and Websites on which the document appears, and, as applicable, your use of other products or services of Freeze Dried . To the extent of any express inconsistency with any other agreement you may have with Freeze Dried for products, services, or otherwise, that other agreement shall prevail unless explicitly stated therein. If this Agreement refers or relates to a clause that is not part of that other agreement, then these terms shall apply therein as well, if you are a user of the Website.
This Website is intended for visitors from the United States. The Website is not intended for any children under the age of 13. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MUST USE THIS SITE AND/OR PURCHASE AND USE Freeze Dried ‘S PRODUCTS OR SERVICES ONLY WITH THE INVOLVEMENT OF YOUR PARENT OR GUARDIAN.
Modification or Suspension of the Web Site
You agree that Freeze Dried , in its sole discretion, may make, and at any time, modify, discontinue, or suspend its operation of this Website, or any part thereof, temporarily or permanently, without notice to you, and you agree that Freeze Dried will not be liable for the consequences of doing so.
The Website is owned by Freeze Dried . All right, title, and interest to the content displayed on the Website (excluding User Content, as defined below), are the property of Freeze Dried or its partners, agents or third parties.
Use of Site
You may upload any photographs, comments, video clips, reviews and other content to the Website, so long as the content (“Submitted Content”) is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access, create or use a false identity on this Website, impersonate any person or entity or otherwise mislead as to the origin of the content, collect or store personal data about others, share your account information, or allow any person besides yourself to use your account to access the Website. Freeze Dried reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Freeze Dried a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Freeze Dried and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Freeze Dried for all claims resulting from content you supply. Freeze Dried has the right but not the obligation to monitor and edit or remove any activity or content. Freeze Dried takes no responsibility and assumes no liability for any content posted by you or any third party.
By transmitting or posting any communications or materials to the Website, you agree that Freeze Dried or any of its affiliates may use your communications or materials for any purpose, including reproduction, transmission, publication, broadcast and posting. Freeze Dried and its affiliates are free to use any ideas, concepts or know-how contained in such communications or materials for any purpose whatsoever including, but not limited to developing, manufacturing, distributing and marketing products using such information.
Protection of Intellectual Property Rights and License
You acknowledge that content available through the Website, including without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, and content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyrights, trademarks, patents, or other proprietary rights and laws. Except as expressly authorized by Freeze Dried herein, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, license, reverse engineer, or create derivative works based on the Website or any content (including without limitation, any software) available through the Website. You are hereby granted a nonexclusive, nontransferable, revocable, limited license to view, copy and print content retrieved from the Website for the sole purpose of placing an order via the Website or using the Website as a shopping and education resource, provided that you do not remove or obscure the copyright notice or other notices displayed on the content. You may not copy or use the content obtained through the Website in any other way or for any other purpose. You may not copy, reprint, modify, distribute, or sell content retrieved from the Website in any way, for any commercial use or provide it to any commercial source, including other web sites, regardless of whether you receive compensation, without the prior written permission of Freeze Dried . You may not frame any trademark, logo, or other proprietary information on this Website without the express written consent of Freeze Dried . Except as expressly provided in this Agreement, nothing contained in this Agreement or on the Website shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of Freeze Dried ‘s Intellectual Property Rights or under any third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.
Compliance With Laws
You agree to comply with all applicable local laws regarding your use of the Website, including, without limitation, laws regarding import/export of technical data by virtue of your online transmission.
Links to Other Sites
THE INFORMATION (INCLUDING, WITHOUT LIMITATION, ADVICE AND RECOMMENDATIONS) ON THE WEBSITE IS INTENDED SOLELY AS A GENERAL EDUCATIONAL AID. IT IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT, FOR ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT. YOUR USE OF THE WEBSITE IS SUBJECT TO THE ADDITIONAL DISCLAIMERS AND CAVEATS THAT MAY APPEAR THROUGHOUT THE WEBSITE.
Freeze Dried AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE Freeze Dried STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, Freeze Dried CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.
Disclaimer of Warranties With Respect to Use of Web Site
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Freeze Dried EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WHILE Freeze Dried USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE WEBSITE, Freeze Dried DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. Freeze Dried MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Freeze Dried OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Purchasing Items on our Website
Freeze Dried takes reasonable precautions to try to ensure that the prices quoted on the Website are correct, and to describe the items available on the Website as accurately as possible and to depict the most up to date packaging. However, when ordering products please note that Freeze Dried does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that product packaging depicted on the Website will match the actual product that you receive. If a product described on the Website is not as described when you receive it, or the packaging on the Website does not match the product you receive, your sole remedy is to return it to us in unused and undamaged condition in accordance with our Returns Policy, which is listed in the Website under Customer Service. All items are subject to availability and we will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value.
Order Acceptance and Shipment
Your placement of an order does not necessarily assure that we will accept your order. We may require additional information regarding your order if you have not provided all of the information required by us to complete it. Once a properly completed order is received and authorization and your form of payment is received, we will promptly locate the item(s) you have ordered to place them in line for shipment. The Website does not accept orders from dealers, wholesalers, or other customers who intend to resell items offered on the Website.
Order and Payment Information
If you use the Website or other means to purchase a product, payment must be received by Freeze Dried prior to Freeze Dried ‘s acceptance of an order, unless otherwise agreed by Freeze Dried . All Freeze Dried products are subject to sales tax which will be applied to your order total. In the United States, Freeze Dried is required to collect applicable state and local sales tax on orders shipped to certain states. Taxes apply to most merchandise, but some states exclude certain items, like food products. Some taxing authorities also require the taxable amount to include any shipping and handling charges, while others charge sales tax only on merchandise. Freeze Dried is required to follow the rules of each state. Your final order will include the appropriate state and local taxes. Qualifying States: CA, CO, IA, LA & NC. Freeze Dried may need to verify information you provide before Freeze Dried accepts an order, and may cancel or limit an order any time after it has been placed. If payment has already been made and your order is cancelled or limited, Freeze Dried will refund any payment you made for the product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase. Freeze Dried expressly conditions its acceptance of your order on your agreement to this Agreement.
In ordering products through the Website or otherwise, you agree to provide only true, accurate, current, and complete information. You hereby certify that any email account you provide to Freeze Dried is registered to you. Freeze Dried shall have the right to bar your access to and use of the Website or its other products or services if it has reasonable grounds to believe that you have provided untrue, inaccurate, not current, or incomplete information to Freeze Dried , or for any other reason it, in its sole discretion, deems appropriate. You agree that if you are ordering or purchasing products on behalf of a company, that you have sufficient authority to bind that company to this Agreement. You agree that your placement of an electronic order on the Website is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.
Freeze Dried may reject orders where the stated delivery address is outside the United States. Freeze Dried will add applicable shipping and handling fees.
Freeze Dried reserves the right without prior notice to discontinue or change specifications and prices on products offered on and outside of the Website without incurring any obligation to you.
Freeze Dried ‘s descriptions of, or references to, products not owned by Freeze Dried on and outside of the Website do not imply endorsement of that product, or constitute a warranty, by Freeze Dried .
Freeze Dried does not directly sell certain Freeze Dried products in any jurisdiction other than the United States of America as these products may not be approved for sale in other jurisdictions. While Freeze Dried may choose to accept orders for the purchase of its products from non-residents of the United States, the acceptance of such orders and the sale of such products will only be based on the following conditions precedent:
You agree that the purchase of any Freeze Dried products by you, as a non-resident of the United States, shall be (a) ex works Freeze Dried ‘s facilities in the United States per Incoterms 2010, with all title risk and loss in the products passing to you in the United States and (b) for your own personal use only and not for further resale or distribution in any manner;
You agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;
You hereby expressly authorize and direct Freeze Dried to load and ship the purchased products to you to your designated ship to destination, and to contract on your behalf with a common carrier or courier company for that purpose;
For Canadian Orders only by ordering goods from Freeze Dried , you hereby authorize a licensed Canadian customs broker chosen by Freeze Dried to act as your agent, and to transact business with Canada Border Services Agency (CBSA) to clear your merchandise, account for applicable duties and taxes, to return merchandise to Freeze Dried and prepare and submit refund claims on your behalf for any merchandise that you return. You understand that CBSA will send any refund of duties and taxes that were paid on the returned merchandise to the broker, and that you will obtain the refund directly from Freeze Dried . In this connection, you also authorize the customs broker to endorse any refund cheque issued by CBSA in your name, so that Freeze Dried can be reimbursed.
You are the principal importer of record and will undertake responsibility for all applicable taxes, shipping, customs clearance, duties and import requirements from Freeze Dried ‘s facilities in the United States to your foreign ship to destination.
Pricing Errors and Omissions
Please be aware that prices, availability and other purchase terms are subject to change without prior notice. We make every effort to insure the accuracy of the information on the Website and if errors are discovered, we correct them. Be advised that Freeze Dried reserves the right to revoke any stated offer to correct any errors, inaccuracies, or omissions, including after an order has been submitted, after it has been confirmed, or after your credit card has been charged. If we discover an error after your credit card has been charged and your order is canceled as a result of the error, your credit card will be refunded the full amount of your order.
Electronic Signatures and Agreements
If you are placing an order online as part of one of our automatic replenishment programs, in which the products or services you purchase are provided to you at regular intervals as set forth in the applicable product offer (the “Product”), the default term of our Agreement shall be for so long as we make the Product available to you. IF YOU HAVE PROVIDED US WITH A VALID CREDIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH SHIPMENT WILL BE AUTOMATICALLY PROCESSED AND THE CARD OR APPLICABLE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR INITIAL PURCHASE AND ENROLLMENT IN OUR PROGRAM WILL BE CHARGED AT THE TIME OF EACH SHIPMENT AND/OR IN INSTALLMENTS. IF YOU WISH TO CANCEL YOUR PARTICIPATION IN ONE OF OUR AUTOMATIC REPLENISHMENT PROGRAMS, YOU MAY DO SO BY CALLING A CUSTOMER SERVICE REPRESENTATIVE AT THE NUMBERS LISTED ON THE WEBSITE UNDER CUSTOMER SERVICE.
You must provide current, complete, and accurate information for your billing account. You are responsible for ensuring this information is correct and must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us if your credit card information is cancelled or is no longer valid (for example, for loss or theft). Changes to such information can be made by calling a customer service representative at the numbers listed on the Website under Customer Service.
We reserve the right to refuse or discontinue the supply of the Product to any user at any time at our sole discretion.
Risk of Loss
All items purchased from the Website are delivered to shipment carriers. The risk of loss and title for such items pass to you upon our delivery to the carrier.
You may return items in accordance with the Returns instructions that accompany your product shipments or, if you are uncertain about your right to return the product, you may also call Customer Service for assistance.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL Freeze Dried , ITS SUPPLIERS, AFFILIATES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEB SITE; (2) THE USE OF, OR THE INABILITY TO USE, ITEMS PURCHASED ON THE WEBSITE; (3) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR WEBSITE.
You agree to indemnify and hold harmless Freeze Dried , its directors, officers, employees, agents, co-branders, suppliers, subsidiaries, parents, and affiliates, from and against any and all liability, losses, claims, demands, disputes, damages, and costs of any kind, including without limitation, reasonable attorneys’ fees and costs of litigation resulting from or in any way connected with your use of the Website; information you submit or transmit through the Website; your breach of this Agreement; and your connection to the Website.
You agree that Freeze Dried may, in its sole discretion, and at any time, terminate your use of the Website, without prior notice to you, for any reason that Freeze Dried , in its sole discretion, deems appropriate. You further agree that Freeze Dried will not be liable to you or to any third party for the consequences of any termination of your use of or access to the Website. In the event of any termination of your use of or access to the Website, you agree that the provisions of the Agreement regarding Protection of Intellectual Property Rights and License, Indemnification, Disclaimer of Warranties, Limitation of Liability, and Applicable Law shall survive any such termination.
Severability of Agreement
If any provision of the Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained in this Agreement shall continue in full force and effect.
Limitations of Actions Brought Against Freeze Dried
You agree that any claim or cause of action arising out of your use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.
Applicable Law; Dispute Resolution
This Agreement and the resolution of any dispute related to this Agreement, the Website, or items you purchase through the Website shall be governed by and construed in accordance with the laws of California, without giving effect to any principles of conflicts of law. The parties agree that in the event of any dispute which arises between the parties relating to this Agreement which the parties are unable to resolve, said dispute shall be submitted solely and exclusively to arbitration pursuant to the commercial arbitration rules of the American Arbitration Association, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If for any reason the AAA is unavailable to handle the dispute, then the parties shall mutually agree on an alternative arbitral form for the dispute.
Said dispute shall be submitted individually by you, and shall not be subject to any class action status. You do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any claim submitted to arbitration. The parties to this arbitration agreement acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties’ agreement to arbitrate shall be null and void. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST COMPANY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
You hereby waive any and all rights to claim punitive, incidental or consequential damages, attorney’s fees and costs and/or the right to have any actual damages multiplied or increased for any reason. You agree that the only damages to which you will be entitled shall be your actual damages associated with this Agreement. Said arbitration shall occur exclusively in the city and county of Los Angeles, California. All lawsuits, causes-of-action, disputes or other proceedings not subject to arbitration as a matter of law, if any, shall be brought exclusively in the state or federal courts located in the city and county of Los Angeles.
The terms of this section survive any termination of the Agreement.
In order to avoid irreparable injury to Freeze Dried , in the event of any breach or threatened breach by you of the provisions of this Agreement, we shall be entitled to seek an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting Freeze Dried from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages from you.
Modifications to the Agreement
Freeze Dried may make changes to this Agreement from time to time in its sole discretion, by updating this posting on this Website without notice to you. Your continued use of the Website following the posting of a new version of the Agreement constitutes your acceptance of any such changes. Accordingly, whenever you visit this Website, you should check to see if a new version of this Agreement has been posted. These Terms and Conditions supersede any other terms and conditions previously published by Freeze Dried on this Website and any other representations or statements made by Freeze Dried to you, whether oral, written, or otherwise. Freeze Dried may assign, transfer, or sub-contract any of our rights or obligations under these Terms and Conditions to any third party at our discretion. No delay by Freeze Dried in exercising any right or remedy under these Terms and Conditions shall operate as waiver of that right or remedy or shall affect Freeze Dried ‘s ability to subsequently exercise that right or remedy. Any waiver must be agreed by Freeze Dried in writing.
The information communicated on the Website constitutes an electronic communication. When you communicate with Freeze Dried through the Website or via other forms of electronic media, such as e-mail, you are communicating with Freeze Dried electronically. You agree that Freeze Dried may communicate electronically and that such communications, as well as notices, disclosures, agreements, and other communications that Freeze Dried provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
Freeze Dried ® is a trademark of Freeze Dried LLC. All other trademarks and service marks displayed on the Website are the property of Freeze Dried or their respective owners. You may not use or display any trademarks or service marks owned by Freeze Dried without Freeze Dried ‘s prior written consent. You may not use or display any other trademarks or service marks displayed on this Website without the permission of their owners.
Bulk Orders and Distributions
No Seller shall compete with Freeze Dried (Freeze Dried) by under cutting our prices on any online retailer. This includes but is not limited to Amazon, Etsy, Ebay or Shopify. Physical brick and mortar shops must sell within 10% of MSRP unless given permission in writing.
Copyright Policy and Copyright Agent
It is Freeze Dried ‘s policy to respect the copyright and intellectual property rights of others. Freeze Dried may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, Freeze Dried may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Freeze Dried complies with the Digital Millennium Copyright Act.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide Freeze Dried ‘s Copyright Agent the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Website;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please direct inquiries regarding intellectual property infringement issues by email to DMCA@Freeze Dried.com
Distribution, Resale and Affiliates
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Freeze Dried, LLC. (DBA Freezedried.com)
BY SUBMITTING THE ONLINE 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.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Freezedried.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Freezedried.com web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Freezedried.com, and “you,” “your,” and “yours” refer to the affiliate.
2.1. To begin the enrollment process, you will complete and submit the online application at the https://FreezeDried.com/affiliate-area/ . 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, sexual orientation, 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 “Merchant” 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 Freezedried.com or any other affiliated business.
2.2. As a member of Freezedried.com’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Freezedried.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Freezedried.com 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. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
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.
Freezedried.com Rights and Obligations
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 web site are appropriate and to notify further you 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 Freezedried.com Affiliate Program.
3.2. Freezedried.com reserves the right to terminate this Agreement and your participation in the Freezedried.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the Freezedried.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Freezedried.com 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 Freezedried.com’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Freezedried.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Freezedried.com uses a Paypal party to handle all of the tracking and payment. The third party is the paypal.com supplies our affiliate network with payment processing. Kindly review the network’s payment terms and conditions.
Access to Affiliate Account Interface
You will create a password so that you may enter Freeze Dried’s secure affiliate account interface. 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 web sites, but naturally any promotion that mentions Freezedried.com 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 Freezedried.com. 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 Freezedried.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Freezedried.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Freezedried.com. 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 Freezedried.com 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. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Freezedried.com, merchant, www.merchant, www.Freezedried.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the 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. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Freeze Dried’s service).
8.4. 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 Merchant’s site (i.e., no page from our site or any Freezedried.com’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, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Freezedried.com’s site; (d) targets text on web sites, other than those web sites 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 web sites 100% owned by the owner of the application.
Grant of Licenses
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 Freezedried.com’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Freezedried.com and the good will associated therewith will inure to the sole benefit of Freezedried.com.
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.
Freezedried.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Freezedried.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Freezedried.com 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.
Representations and Warranties
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.
Limitations of Liability
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 Freezedried.com’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 Freezedried.com, 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 Freezedried.com. 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 New York 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.