LoCarbDiner Affiliate Policy
This Agreement contains the complete terms and conditions that apply to your
participation in the LoCarbDiner.com Affiliate Program. As used in this agreement,
“you” means the applicant or affiliate, which may be an individual
or an entity; and “we” means the proprietors of the LoCarbDiner.com
business entity, licensed in Maryland.
Your participation in the LoCarbDiner.com Affiliate Program is solely for
this purpose: to legally advertise our website to receive commissions on products
purchased on our website by new customers referred directly via click-throughs
from your website.
1. Application for Participation
To apply for participation in the LoCarbDiner.com Affiliate Program, you
will need to submit the application form via our website, completed in full.
On the application, you are required to name all of the websites where you
intend to add the link to our website. We will evaluate your application in
good faith and will notify you of your acceptance or rejection in a timely
At this time, we are accepting websites located in the United States or
Canada and written in English only.
We may reject your application if we determine that your website is unsuitable
for the LoCarbDiner.com Affiliate Program for any reason at our sole discretion.
If we reject your application, you are welcome to reapply at any time.
Unsuitable sites include those that:
· Promote sexually explicit materials;
· Promote violence;
· Promote discrimination based on race, gender, religion, nationality,
disability, sexual orientation, age, or political affiliation;
· Promote illegal activities;
· Include obscene, defamatory, slanderous, hateful, or politically
disruptive material (by our discretion);
· Include unapproved references to LoCarbDiner.com (or variations
or misspellings thereof) in domain names or elsewhere on the website; or
· Violate our intellectual property rights in any way.
In addition, if we accept your application, we reserve the right to periodically
review your website(s) for suitability. If we determine at any time that your
website is no longer suitable for our Program or that you are engaging in
unprofessional marketing practices, we may suspend or terminate this Agreement
at our sole discretion.
In addition to the reasons stated above, your participation in our program
may be suspended or terminated for any of the following reasons:
· Inappropriate advertisements such as false claims or misleading
· Spamming such as mass email or mass newsgroup postings;
· Advertising on other websites without our prior approval;
· Taking unfair advantage of your affiliate relationship to place
excessive orders for your family or friends;
· Offering rebates to customers who place orders through your affiliate
· Copying the look and feel of our website on your website;
· Utilizing or distributing software downloads that potentially enable
diversions of commission from other affiliates in our program.
· Engaging in any hostile activity intended to cheat or “hack”
into our business applications;
· Participating in other affiliate programs that are incompatible
with the LoCarbDiner.com Affiliate Program.
2. Linking from Your Website to Ours
Once you have been approved for participation in the LoCarbDiner.com Affiliate
Program, you may display links to our website on your website(s). The links
will serve to identify you as a member of our Affiliate Program and will establish
a tracking link from your site to ours for the purpose of accumulating commissions
We will provide you with several textual and graphic HTML options via email.
Each of the HTML blocks provides a link directly to our homepage, http://www.locarbdiner.com.
The HTML code will include specifications for size, proportion, font, color,
and wording. You are not allowed to make any modifications to these specifications
without prior approval from us.
The graphic image or link must appear by itself, with reasonable spacing
between each side of the image or link and other graphic or textual elements.
The HTML code also includes special codes for tracking all purchases made
via the link. To permit accurate tracking, reporting, and commissions accrual,
you must assure that the HTML code that we provide has not been altered. We
will not be liable to you with respect to any failure by you to install and
use the HTML code that we provide correctly, including to the extent that
such failure may result in any reduction of amounts payable to you. (If you
would like to test your link, please contact us directly and we will assist
you with the test.)
You are not allowed to include any pricing information from our website
with your affiliate link. If you choose to describe specific items that we
offer, you are solely responsible for the accuracy of your representation
and for keeping your information up-to-date. For example, we are not responsible
for notifying you if an item you describe is no longer available through our
You are solely responsible for the development, operation, content, and
maintenance of your website(s). We disclaim all liability for the materials
on your website(s). Further, you will indemnify and hold us harmless from
all claims, damages, and expenses (including, without limitation, attorneys'
fees) relating thereto, in the development, operation, content, and maintenance
of your website(s).
You hereby agree that your website(s) will not, in any way, copy or resemble
the look and feel of our website nor will you create the impression that your
site is our site or is a part of our site. You also hereby agree that your
site will not contain any content of our site or any materials, which are
proprietary to LoCarbDiner.com, except with our prior written permission.
You may not display the LoCarbDiner.com graphic or logo in any manner that
implies sponsorship or endorsement by LoCarbDiner.com beyond your participation
in the LoCarbDiner.com Affiliate Program. You may not use the LoCarbDiner.com
graphic or logo to disparage LoCarbDiner.com, its products or services, or
in a manner which, in our reasonable judgment, may diminish or otherwise damage
3. Order Processing
We are responsible for all aspects of order processing and fulfillment for
your referred customers. Our responsibilities include price setting and price
adjusting at our discretion, removal of out-of-stock or discontinued items
from our catalog, preparing order forms, processing payments, order fulfillment
and shipping, processing order cancellations and returns, and handling all
related customer service.
We are also responsible for tracking sales to your referred customers when
these referrals come to our website through the approved affiliate link on
your website. We will make available to you reports summarizing this sales
activity. The form, content, and frequency of these reports may vary from
time to time at our discretion.
4. Payments to Affiliates
Payments will be made to Affiliates in accordance with the following terms:
(a) New Customers only. Sales made to former customers of the LoCarbDiner
are not eligible for commissions. Exceptions will be made for orders from
former customers whose last direct order was placed more than one year prior
to the date of the referred order.
(b) New Orders only. Only the first order from the new customer
is eligible for commission, plus any subsequent orders made by the same
customer through your Affiliate link within 30 days of the first order.
(c) Referred Orders Only. Only the order(s) placed via your website’s
link to our website are eligible for commissions. If your referred customer
subsequently makes another order without linking from your site, you will
not receive commission on the subsequent order.
(d) Your Personal Orders. You, the affiliate, are subject to the
same terms as your referred customers. Assuming you are not already a LoCarbDiner
customer, only your first order and your personal orders placed within 30
days of your first order are eligible for commissions.
(e) Commission Rate. The commission rate is 15% of each qualifying
net sale. A net sale is defined as the amount of the sale after sales taxes
have been deducted and before shipping fees are added on.
(f) Maximum Commission per Sale. The maximum commission payable
for any one sale is $15.00. That is, for any order that is greater than
$100 net, the commission will be $15.00.
(g) Premium Commission Rate. In any calendar month in which your
referred sales accruals are $500.00 or more, your commission rate for that
month will be 20% with a maximum payment of $20.00 per order.
(h) Monthly Payments. Commissions are paid monthly, within 30 days
of the close of each month.
(i) Minimum Payments. Monthly commissions are paid only on accruals
of $50.00 or more. Accruals less than $50.00 are carried over to the next
(j) Final Payment. Upon your withdrawal or termination from the
LoCarbDiner.com Affiliate Program, all unpaid accruals including those less
than $50.00 will be paid in full. If your termination is due to any activity
in violation of this policy statement, such as spamming, you forfeit your
rights to your final payment.
(k) Preferred Payment Method. Commissions are normally paid through your PayPal account. Although you are not required to have a PayPal account, we recommend that you acquire one for security and privacy purposes. You can apply at: www.paypal.com.
(l) Alternate Payment Methods. If you do not have a PayPal account, your commissions will be paid by business check mailed to the mailing address you provide. If you prefer that we post credits to your credit card account or bank account, contact us to make these arrangements.
(m) Income Tax Reporting. When you earn more than $400.00 within one calendar year, we are required to report your earnings to the IRS. For this purpose only, we will ask you to provide your Social Security Number or Business License Number before we make any payments to you beyond $400.00 within the calendar year.
(n) Customer Returns and Refunds. If your referred customer receives
a refund for products previously purchased and for which you were eligible
for commission, the commission accrued on the refunded amount will be deducted
from your next commission payment. (If there is no subsequent payment, we
will send you a bill for the amount you owe back to us.)
(o) Fraudulent Orders. If your referred customer uses a fraudulent payment method such as a stolen credit card or an illegal check, you will not be eligible for commission on the fraudulent order.
A Summary Report of sales and commission accruals will be provided to you
with your monthly commission payment. For a month in which no commission is
paid, the report will be provided to you by email. (Commission reports are
not currently available through our website.)
5. Your Marketing Restrictions
We have a strict NO SPAMMING policy for members of the LoCarbDiner.com Affiliate
Program. Spam is defined as any unsolicited email – regardless of its
content, and regardless of the presence of an “unsubscribe” link.
You will not send bulk emails to harvested email addresses. You will not purchase
email lists for the purpose of advertising your association with the LoCarbDiner.
You will not include any references to LoCarbDiner.com in any mailings to
purchased or acquired lists, even if the lists are represented to you as “safe”
or “opt-in” lists.
Similarly, unsolicited faxing or “blast faxing” is strictly prohibited.
If you maintain an opt-in email list of visitors to your website, you may
request our approval for using this list to advertise your affiliate relationship
with LoCarbDiner.com in your emails to your list. Once you have received our
written approval, you will be allowed to use the same HTML links that we provided
for your website in your emails to your personally-maintained list.
News Group and ListServe postings must adhere to the rules of the News Group.
Usually, blatant advertising is not allowed but occasional conversational
mentions and subtle signature lines may be allowed under the rules of the
You are not allowed to rebate, pay or otherwise compensate customers for
placing an order through your affiliate link to our website.
If you would like to purchase newspaper or magazine advertising, you will
need our prior written approval of your proposal for including any reference
to LoCarbDiner.com in such advertising.
Affiliates of LoCarbDiner.com may bid for or buy Google Adwords and/or use
other advertising or pay-per-click programs. You are strictly prohibited,
however, from purchasing keywords or keyword phrases that utilize the term
"LoCarbDiner” or any derivation or misspelling thereof.
6. Additional Legal Terms, Limitations and Disclaimers
(a) Term of this Agreement
The term of this Agreement will begin on the date we notify you of our
acceptance of your LoCarbDiner.com Affiliate Program application. The Agreement
will continue until terminated at any time by either party by giving the
other party written notice of termination by email or mail. Upon the termination
of this Agreement for any reason, you will immediately cease use of, and
remove from your site, all links to our site, all LoCarbDiner.com logos,
and all other materials provided by us to you pursuant to this Agreement.
Referral fees earned through the date of termination will remain payable
only if the related orders are not canceled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct amount
We may modify any of the terms and conditions contained in this Agreement
at any time and in our sole discretion, by posting a change notice or a
new agreement on our site and by notifying all current affiliates by email.
Modifications may include, but are not limited to, changes in the scope
of available commissions, commission schedules, payment procedures, and
Affiliate Program rules. If any modification is unacceptable to you, your
only recourse is to terminate this Agreement. Your continued participation
in the program following our announcement of a new or changed agreement
will constitute binding acceptance of the change.
(c) Relationship of Parties
You and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. 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 website or otherwise, that reasonably
would contradict anything on our website.
(d) Limitation of Liability
We will not be liable for indirect, special, accidental, or consequential
damages, or any loss of revenue, profits, commissions, or data arising in
connection with this Agreement or the LoCarbDiner.com Affiliate Program,
even if we have been advised of the possibility of such damages. Further,
our aggregate liability arising with respect to this Agreement and the Program
will not exceed the total referral fees paid or payable to you under this
(e) Limited License
We grant you a non-exclusive, non-transferable, revocable right to use
the graphic image and text and such other images for which we grant express
permission, solely for the purpose of identifying your site as a LoCarbDiner.com
Affiliate Program participant and to assist in generating product sales.
You may not modify the graphic image or text, or any other of our images,
in any way, without our prior written approval. We reserve all of our rights
in the graphic image and text, any other images, our trade names and trademarks,
and all other intellectual property rights. We may revoke your license at
any time by giving you written notice.
We will not be liable for indirect or accidental damages (loss of revenue,
commissions) due to affiliate tracking failures, loss of database files,
and any results of "intents of harm" to the Program or our website.
We make no expressed or implied warranties or representations with respect
to the LoCarbDiner.com Affiliate Program and/or any products sold through
the Program (including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of a course of performance,
dealing, or trade usage).
We make no claim that the operation of the affiliate program and our website
will be error-free, and we will not be liable for the consequences of any
interruptions or errors.
Except as otherwise provided in this Agreement or with the consent of
the other party hereto, each of the parties to this Agreement agrees that
all information, including the terms of this Agreement, business and financial
information, customer and vendor lists, and pricing and sales information,
concerning us or you, or any of our Affiliates provided by or on behalf
of any of them shall remain strictly confidential and secret and shall not
be utilized, directly or indirectly, by such party for its own business
purposes or for any other purpose except and solely to the extent that any
such information is generally known or available to the public through a
source or sources other than such party hereto or its affiliates.
All information of a personal or confidential nature gathered by LoCarbDiner.com
through our Affiliate Program such as your contact information including
e-mail address shall under no circumstances be divulged to any third party
without your express permission, unless required to do so by law. It is
understood by all participants in the LoCarbDiner.com Affiliate Program
that we may contact you periodically by email, mail, or phone.
(h) Representations and Warranties
You hereby represent and warrant to us that 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.
The execution, delivery, and performance by you of this Agreement and
the consummation by you of the transactions contemplated hereby will not,
with or without the giving of notice, the lapse of time, or both, conflict
with or violate:
(i) Any provision of law, rule, or regulation to which you are subject;
(ii) Any order, judgment, or decree applicable to you or binding upon
your assets or properties;
(iii) Any provision of your by-laws or certificate of incorporation; or
(iv) Any agreement or other instrument applicable to you or binding upon
your assets or properties.
No consent, approval, or authorization of, or exemption by, or filing with,
any governmental authority or any third party is required to be obtained
or made by you in connection with the execution, delivery, and performance
of this Agreement or the taking by you of any other action contemplated
There is no pending or, to the best of your knowledge, threatened claim,
action, or proceeding against you, or any affiliate of yours, with respect
to the execution, delivery, or consummation of this Agreement, or with respect
to your trademarks, and, to the best of your knowledge, there is no basis
for any such claim, action, or proceeding.
The development, operation, and contents of your site do not infringe
upon the copyright, trademark, or any other right of any person or entity.
You are an adult of at least 21 years of age.
If you commit fraud or falsify information in connection with your application
and/or participation in the LoCarbDiner.com Affiliate Program, this Agreement
will be terminated immediately. In addition, you will be liable to LoCarbDiner.com
for any and all damages that LoCarbDiner.com suffers as a result of such
actions. In such circumstances, we will not hesitate to pursue all legal
causes of action against you to the fullest extent possible under the law.
(j) Governing Law
This Agreement will be governed by the laws of the United States and the
State of Maryland, without reference to rules governing choice of laws.
Any action relating to this Agreement must be brought in the federal or
state courts located in Maryland, and you irrevocably consent to the jurisdiction
of such courts. You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and assigns. Our failure
to enforce your strict performance of any provision of this Agreement will
not constitute a waiver of our right to subsequently enforce such a provision
or any other provision of this Agreement.
You hereby agree to indemnify and hold harmless the LoCarbdiner.com business
entity 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 hereof) arise out of or are
(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.
7. Final Agreement
By submitting your application to participate in the LoCarbDiner.com Affiliate
Program, you acknowledge that you have read this Agreement and agree to all
its terms and conditions. You understand that we may at any time (directly
or indirectly) solicit customer referrals on terms that may differ from those
contained in this agreement or operate web sites that are similar to or compete
with your website. You have independently evaluated the desirability of participating
in this program and are not relying on any representation, guarantee, or statement
other than as set forth in this agreement.