CONNECTICUT BIOTECH AFFILIATE PROGRAM AGREEMENT
This Connecticut BioTech Affiliate Program Agreement (“Agreement”) is between Connecticut BioTech, LLC hereinafter referred to as “Connecticut BioTech,” “we” or “our” and you as the applicant. As used in this Agreement, the applicant (whether an individual or an entity) will be referenced as “Affiliate,” “you,” or “your.” The term “site” or “website” applies to a World Wide Web site whether accessible to the public in general or some smaller group via an intranet.
This Agreement contains the complete terms and conditions that apply to your participation in the Connecticut BioTech Affiliate Program (the “Program”)
Your participation in the Program may also require your consent to additional terms that are specific to the Third Party Affiliate Platform (defined below) you are joining. These additional terms are available for your review on your applicable third party network’s website and will be referred to in this Agreement as “Third Party Affiliate Platform Terms.”
Enrollment in the Program
If Affiliate does not have a current account with an affiliate network, in order to begin the enrollment process Affiliate must submit a completed Affiliate Application with up-to-date and accurate contact information. Connecticut BioTech will evaluate Affiliate’s application in good faith and will notify Affiliate of Connecticut BioTech’s approval or rejection. Affiliate’s application may be rejected if Connecticut BioTech determines (in its sole discretion) that Affiliate’s site is unsuitable for the Program. Unsuitable websites include, but are not limited to, those that:
Participation in the Program
If Affiliate’s application is approved by Connecticut BioTech, Affiliate agrees to provide Connecticut BioTech with additional and updated information as it pertains to this Agreement. Additional and updated information shall include, without limitation, contact information, a change in Affiliate site ownership, a change in URL address, or a change in Affiliate Website Type (as defined in the Third Party Affiliate Platform Terms). Affiliate agrees to continue to provide Connecticut BioTech with updated information so that all such information remains current. Subject to approval by Connecticut BioTech, Affiliate may employ additional URLs under this Agreement. If it is discovered that Affiliate has employed additional URLs without Connecticut BioTech’s prior approval, Affiliate may be subject to penalties, including but not limited to, account suspension or termination from the Connecticut BioTech Program.
Order Tracking and Processing
Your affiliate platform (“Third Party Affiliate Platform”) will track all transactions made by customers who follow special links from Affiliate’s site to Connecticut BioTech’s site. Reports summarizing transactions will be available through your Third Party Affiliate Platform. Notwithstanding the foregoing, browser transactions (meaning transactions that are completed after a browser tracking cookie is dropped) will not be tracked, and Affiliate will not receive adjustments to compensate for such untracked browser transactions.
To enable accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and the Connecticut BioTech site are properly formatted. When customers come to Connecticut BioTech’s site via Affiliate links, the affiliate network web server sends a client-side text string (cookie) containing your unique affiliate code to their computers. The network’s system then uses those strings to identify your site at the point of purchase or sale.
Connecticut BioTech is not responsible for Third Party Affiliate Platform providers, Connecticut BioTech or Connecticut BioTech’s inability to track certain transactions due to privacy related browser and consumer device technology updates.
Connecticut BioTech is responsible for all aspects of order processing. Along with providing customer service, Connecticut BioTech will handle all transaction logistics including payments, cancellations, and shipping. Connecticut BioTech reserves the right to cancel orders that do not comply with any requirements Connecticut BioTech establishes. Connecticut BioTech may modify its order requirements at any time.
For a sale to qualify for a commission, the customer must do the following: follow a link (in the format available through the Third Party Affiliate Platform and specified by Connecticut BioTech) from Affiliate’s site to Connecticut BioTech’s site; purchase products from Connecticut BioTech’s site; accept delivery of the products at the shipping destination; and remit full payment to the applicable merchant. A sale that involves completion of all of these steps shall be known as a “valid sale.” Connecticut BioTech follows the last click model, meaning the last affiliate link the customer visits before completing their purchase shall receive credit for the valid sale. Transactions made by existing Connecticut BioTech customers are subject to review and may not constitute a valid sale. Purchases of gift cards, or their equivalent, do not qualify as a valid sale. Connecticut BioTech reserves the right to reject any sale that does not comply with these or other requirements that Connecticut BioTech periodically establishes. Affiliate’s site will be credited for every valid sale including repeat purchases or sales that occur from your site within the action referral period stated in the Third Party Affiliate Platform Terms. Affiliate will not be paid a commission for sales that, for any reason, are not completed due to cancellations or chargebacks, subsequently determined to be fraud or refunded to customers, or that cannot be fulfilled for any other reason such sales will be known as “invalid sales”.
Prohibition against Spyware and other Parasites
Connecticut BioTech prohibits Affiliate traffic generation methods which rely on software, toolbars, or browser helper objects also known as BHOs to initiate a forced click or automatic/stuffed cookie drop. Affiliate may not use spyware or parasitic software nor have or maintain a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Connecticut BioTech and/or partner websites in Connecticut BioTech’s sole discretion). Connecticut BioTech encourages all Affiliates to report suspicions of such relationships to Connecticut BioTech.
Coupon Policy and Prohibitions
Affiliate may only publish official Connecticut BioTech discount codes on Affiliate’s site that Connecticut BioTech may send as part of the Affiliate Program. Affiliate may not publish misleading or false information about Connecticut BioTech.com discount codes or promotional offers. Affiliate may not publish discount codes that are not directly provided by Connecticut BioTech to Affiliate. Misleading information includes but is not limited to the following: posting a discount code with the wrong corresponding description of the discount, posting an expired discount code, and directing visitors to click a link to receive a discount automatically (i.e. “Click here for 10% off”). Affiliate is responsible for all content on Affiliate’s site including but not limited to third party posts, advertisements, and comments.
Affiliate may not “mask” or “redirect” any domain name/URL to Connecticut BioTech.com, “frame” any portion of Connecticut BioTech.com on its own site, copy and insert any portion of the content located at Connecticut BioTech.com into any other website, or in any other way infringe upon our copyrighted material. You may not use such terms as “cheapest” or “lowest,” or any other superlatives suggesting unverified, unsubstantiated claims. False or misleading statements or advertisements about Connecticut BioTech shall not be used when referencing the Connecticut BioTech name, or using the Connecticut BioTech name, logo, or registered trademarks. Affiliate shall not disparage Connecticut BioTech, that means Affiliate shall not make any negative statement or inference, whether written or oral, to a third party regarding Connecticut BioTech or the Program.
Confirmation of Sales
For all valid sales made by you during the action referral period, you will receive a variable commission. The commission structure can be found through your Third Party Affiliate Platform and is subject to change from time to time. Commission shall be earned only on the subtotal of a valid sale. The subtotal of a valid sale is the order total less shipping/delivery fees, service fees, and any promotional discounts. If a sale is rejected (because the customer’s credit card is declined or the products are no longer available, or for any other reason), or is otherwise determined to be an invalid sale, you will not receive a commission.
Affiliate will receive a monthly commission payment for all valid sales that have been confirmed during the previous month. Payment to Affiliate shall be processed according to the payment terms set forth in your applicable Third Party Affiliate Platform Terms. The monthly payment calendar is based on the date we confirm that the sale was valid, not the actual sale date. More details regarding payments are available through your Third Party Affiliate Platform.
Connecticut BioTech grants Affiliate a, limited, nonexclusive, revocable right to use graphic images, text, technology and content Connecticut BioTech provides to Affiliate and other text, images, technology and content for which Connecticut BioTech grants express permission, solely for the purpose of identifying Affiliate site as a Program participant and to assist in generating product sales. Affiliate may not use any such graphic images, text, technology, or content, or any tool or technology provided by Connecticut BioTech (including but not limited to data feeds, API, search-plug-ins, or widgets) for any purpose outside of generating product sales. Affiliate may not modify any of these graphic images, text, technology or content in any way. Connecticut BioTech reserves all intellectual property rights in Connecticut BioTech’s sites, including text, graphic images or any other images, trade names, trademarks, copyrights, patent rights or applications, or service marks. Affiliate agrees to follow Connecticut BioTech’s trademark guidelines and is aware that these may change.
Responsibility for Your Site
You are solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes assuring the:
Email Marketing Policy
Affiliates wishing to engage in email marketing as it pertains to this Agreement must obtain prior approval from Connecticut BioTech .If Connecticut BioTech provides approval you may not use email marketing unless such marketing complies with all U.S. State and Federal SPAM laws, including by not limited to the provisions of the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act and the California Consumer Protection Act (CCPA). Additionally, all Affiliates using email marketing to international customers must comply with any SPAM laws, the EU GDPR and other regulations of those countries where customers reside. Failure to adhere to this provision may result in the immediate termination of this Agreement.
Violations and Penalties
Violations by Affiliate of the provisions of this Agreement shall lead to penalties. Such penalties may include but are not limited to the following: suspension of Affiliate account from Program; termination of Affiliate account from Program; reversal of payments to Affiliate; and public notification of Affiliate’s suspected violation. Reversals of an accepted sale may occur should Connecticut BioTech find that Affiliate has violated provisions at the time of the sale for which a commission is earned and may take place during the pay period in which the commission is posted or at a later date should a violation be found after a commission has been posted.
Term and Termination of the Agreement
The term of this Agreement will begin upon Connecticut BioTech’s approval of Affiliate’s Application and shall continue indefinitely unless terminated by either party in accordance with the terms of this Agreement. Either Affiliate or Connecticut BioTech may terminate this Agreement at any time, with or without cause, upon 7 days’ written notice of termination. Connecticut BioTech may provide such notice to Affiliate by email or though a message in your Third Party Affiliate Platform. It is Affiliate’s responsibility to check the affiliate network interface for any messages. Affiliate is eligible to earn commissions only on product sales that occur during the term, and commission earned through the date of termination will remain payable only if the corresponding orders are not cancelled or returned and the commission is otherwise due pursuant to the terms of this Agreement. To ensure that Affiliate is paid the correct amount of commission due Connecticut BioTech may withhold Affiliate’s final payment for a reasonable time.
Connecticut BioTech shall not be responsible for any delay in performance or failure to perform its obligations under this Agreement where such delay or failure is caused by acts of God, strikes, labor disputes, extreme or unusual weather epidemic, pandemic, government action (including but not limited to local, state or federal administrative or executive order or pronouncement), declarations of national emergency, crisis or other forces over which Connecticut BioTech has no control (“Force Majeure”).
Connecticut BioTech may modify any of the terms or conditions contained in this Agreement, at any time and in our sole discretion, upon 7 days’ written notice through your Third Party Affiliate Platform. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY ALLOWING THE AGREEMENT TO EXPIRE, PROVIDING CONNECTICUT BIOTECH WITH WRITTEN NOTICE OF TERMINATION, AND/OR REJECTING THE NEW PROGRAM TERM OFFERED. AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM BY CLICKING TO ACCEPT THE NEW TERMS WILL CONSITUTE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
Affiliate and Connecticut BioTech are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between Affiliate and Connecticut BioTech. Affiliate will have no authority to make or accept any offers or representations on Connecticut BioTech’s behalf. Affiliate may not make any statement, whether on Affiliate’s site or otherwise, that would reasonably contradict anything in this section.
Limitation of Liability
CONNECTICUT BIOTECH WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, CONNECTICUT BIOTECH’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO AFFILIATE FOR THE PERIOD TWELVE (12) MONTHS PRIOR TO THE INCIDENT CAUSING SUCH DAMAGE OR LOSS.
Affiliate agrees to indemnify, defend and forever hold Connecticut BioTech and its parents, affiliates, subsidiaries or entities under common ownership or control and all of its respective present and former officers, members, shareholders, directors, employees, representatives, attorneys, insurers and agents, and their successors, heirs and assigns (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), harmless from and against any and all third-party losses, liabilities, claims, costs, damages and expenses (including, without limitation, fines, forfeitures, outside attorneys’ fees, disbursements and administrative or court costs) arising directly or indirectly out of or relating to (1) a breach by Affiliate of this Agreement or of any representation, warranty, covenant or agreement contained herein or (2) Affiliate’s site, including but not limited to any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices, deceptive use of URL names, cybersquatting/domain name issues, consumer fraud, injury, damage or harm of any kind to any person or entity).
Should any of the above-named claims be brought against one of the Indemnified Parties, the Indemnified Party shall (i) promptly notify Affiliate of any matters in respect to which the indemnity may apply and of which the Indemnified Party has knowledge; (ii) give Affiliate the right to control the defense and all negotiations relative to the settlement of any such claim; and (iii) cooperate with Affiliate, at Affiliate’s cost and expense in the defense or settlement thereof provided however that Affiliate’s obligation to indemnify Connecticut BioTech shall only be affected to the extent Connecticut BioTech’s failure to comply with the requirements in this paragraph materially prejudices Affiliate’s right to defend a claim. Should the Indemnified Party choose to participate in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, the Indemnified Party’s costs shall be borne by Affiliate.
Confidentiality and Required Disclosure
You agree not to disclose Connecticut BioTech’s Confidential Information without our prior written permission. “Connecticut BioTech’s Confidential Information” includes: (a) all trade secrets, proprietary data and other information (whether written or oral) about its business operations, employees, contractors, and third-party clients (b) all Connecticut BioTech software, technology and documentation relating to the Program; (c) sales information or other statistics relating to the Program; and (c) any other information made available by Connecticut BioTech that is designated confidential or would normally be considered confidential given the nature of the information or the circumstances under which it was provided. Connecticut BioTech Confidential Information does not include information which is or becomes known or available to the public and did not become so known or available through Affiliate’s breach of this Agreement or was given to you by a third party without any breach of any confidentiality restriction. If Connecticut BioTech is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), to disclose information about Affiliate or the terms or existence of this Agreement Connecticut BioTech shall be permitted, in its discretion, to disclose such information without any liability to Affiliate and Affiliate consents to such disclosure. This provision will survive termination or expiration of this Agreement.
CONNECTICUT BIOTECH MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, CONNECTICUT BIOTECH MAKES NO REPRESENTATION THAT THE OPERATION OF CONNECTICUT BIOTECH.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND CONNECTICUT BIOTECH WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Except for disputes related to payment obligations and intellectual property claims, which shall be submitted to and resolved exclusively by the United States District Court for the District of Connecticut, the parties consent to the following dispute resolution process: the parties will first make a good faith attempt to resolve the dispute through negotiations between a director, officer or other designated representative of each party with the authority to settle the dispute. If the dispute cannot be settled by such negotiations within fourteen (14) days from the date on which the allegedly aggrieved party notified the other party of the dispute, the allegedly aggrieved party shall submit the dispute for binding arbitration in Hartford County, Connecticut. Binding arbitration shall be administered in accordance with the mediation and arbitration rules of the American Arbitration Association (“AAA”). The parties shall both participate in the selection of the sole arbitrator; provided, however, that if the parties are unable to agree upon an arbitrator within fifteen (15) days after either party has notified the other of an unreconciled dispute then the arbitrator will be appointed by the AAA. Any award issued through the arbitration is enforceable in any court of competent jurisdiction. The prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.
Provided this Agreement has neither expired nor been terminated while a dispute is pending resolution, performance of this Agreement shall continue. No payment due or payable shall be withheld due to any pending dispute resolution except to the extent that such payment is the subject of such pending dispute.
Any arbitration or trial by a judge of any claim will take place on an individual basis without resort to any form of class or representative action (“CLASS ACTION WAIVER”). Regardless of anything else in this Arbitration Provision, the validity and effect of the CLASS ACTION WAIVER may be determined only by a court and not by an arbitrator. Affiliate and Connecticut BioTech acknowledge that the CLASS ACTION WAIVER is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If the CLASS ACTION WAIVER is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the CLASS ACTION WAIVER. AFFILIATE AND CONNECTICUT BIOTECH ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED.
This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written. This Agreement will be governed by the laws of the United States and the state of Connecticut, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without Connecticut BioTech’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Connecticut BioTech’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. 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. 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. The provisions of this Agreement which by their nature are intended to survive shall survive.
Affiliate may contact Connecticut BioTech with notices regarding account activity such as sales, order tracking and processing, and payments by sending an email to
All other notices required to be sent to Connecticut BioTech must be sent via Federal Express, signature required upon receipt, to:
Connecticut BioTech, Inc.
Attn: Connecticut BioTech.com Affiliate Program
75 Gerber Road East
South Windsor, CT 06074
With a mandatory copy to: [email protected] which copy shall NOT of itself constitute notice.
BY APPLYING FOR THE CONNECTICUT BIOTECH PROGRAM AND CLICKING ON THE ACCEPTANCE BUTTON YOU REPRESENT THAT YOU HAVE THE RIGHT AND/OR AUTHORITY TO ENTER INTO THIS AGREEMENT AND ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.