Roost and Root

Affiliate Program Agreement

Affiliate Program Terms and Conditions

Last Updated: Nov 11, 2023

  1. Introduction

Welcome to the Roost & Root Affiliate Program (the “Program”). By participating in the Program, you agree to comply with and be bound by these terms and conditions (the “Agreement”). Please read this Agreement carefully before joining the Program. If you do not agree to these terms, you should not participate in the Program.

  1. Definitions

“Affiliate” refers to the individual or entity participating in the Program.

“Company” refers to Endure Products, LLC dba Roost & Root.

“Customer” refers to the end user referred by the Affiliate to the Company.

“Program” refers to the Endure Products, LLC dba Roost & Root Affiliate Program.

  1. Enrollment in the Program

To enroll in the Program, you must complete the online application on our website. We reserve the right to reject any application at our sole discretion. Once accepted, you will have access to your unique Affiliate ID and marketing materials through your own Affiliate Dashboard. An email will be sent to you with login credentials and a link to your page if your application is accepted.

  1. Commissions and Payouts

Commissions are earned based on qualified referrals, as determined by the Company. We pay commissions for up to 60 calendar days from the date of the first visit by a referred Customer as tracked by the link cookie placed on the customers device.  A Customer referred by an affiliate after such time that the same Customer is referred by the “first Affiliate” would receive no commission.

The commission rate and payment schedule will be outlined in your Affiliate Dashboard for different promotions and products, but our standard referral commission rate is 10%  for a “qualified order” less sales tax , shipping and any discount or fees related to tender type… 2.2% for Credit Cards and from 0 to 5% for ACH.

For qualified orders from qualified referrals that have been paid for in full, shipped and received by the referred customer, commissions will be paid out monthly on the 10th (or first full business day thereafter) via electronic payment to a recipient account as you will specify in your Affiliate Dashboard. Commissions are paid in USD.

  1. Intellectual Property

Affiliates may conditionally use Company owned and provided marketing materials, brands and logos along with their unique Affiliate ID. Affiliates agree not to modify, reproduce, or distribute Company materials of any kind without prior written consent beyond their own conditional use. Upon termination of the Company Affiliate relationship for any reason, Affiliate agrees to within 3 business days discontinue their use of such company owned marketing materials of any and all kinds in any and all ways.

  1. Termination

The Company reserves the right to terminate an Affiliate’s participation in the Program at any time for breach of this Agreement or for any reason at the Company’s sole discretion. Termination may result in the forfeiture of unpaid commissions. Affiliate may likewise terminate at any time.

  1. Modification of Agreement

The Company reserves the right to modify this Agreement at any time. Affiliates will be notified of any changes via email or through the Affiliate Dashboard. Continued participation in the Program after such changes constitutes acceptance of the modified Agreement.

  1. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Texas.

  1. Addendum to our site Terms & Conditions Policies & Procedures

Any affiliate agreeing to this Affiliate Program Terms and Conditions is also agreeing to all elements of the Company’s www.roostandroot.com website Terms & Conditions Policies & Procedures.

  1. Relationship of the Parties

Affiliate is an independent contractor of Company and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and Affiliate for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Company and Affiliate shall not make any agreements or representations on Company’s behalf. Either Party is solely responsible for paying all of its costs and expenses related to this Agreement.

  1. Confidentiality

During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Either Party will not share any Confidential Information with any third party at any time. Affiliate will also not use any Confidential information for his/her or a third party’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.

  1. Representations and Warranties

Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Affiliate further represents and warrants that:

  1. it will comply with all laws, rules, and regulations;
  2. it will conduct itself in an ethical manner and refer only bona fide New Customers to Company. You cannot “self-refer”, which means that the affiliate fees will only result in transactions done by other people using your link;
  3. it will not infringe or otherwise violate any third-party right;
  4. its website will not be identical, copied in any way, nor will it mirror the look and feel of our site. Affiliate cannot in any way create an impression that its site is Company’s website or even mirror a part of Company’s website in any manner;
  5. it will not engage in any behavior that is fraudulent, abusive or harmful to the site or program at the Companies sole discretion;
  6. it may not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on your website. In addition, Affiliate will not attempt to mask the referenced URL information (ie, the page from which the click originated);
  7. it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Affiliate is found redirecting links to hide or manipulate the original source, Affiliate referral fees not yet paid by Company will be void and Affiliate’s account will be terminated. This doesn’t include using “out” redirects from the same domain where the affiliate link is placed;
  8. it will not send unsolicited bulk-email (spam). Affiliate shall not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, abusive, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise);
  9. it must only use branded ad copy, content and media provided by Company. Any ad copy, content or media not provided by Company must be approved by Company prior to use.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO AFFILIATE OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.COMPANY WILL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF THE PAYMENT PROVIDER OR THE PAYMENT PROVIDER PLATFORM.

  1. FTC Endorsement Compliance

It is the mission of Company to treat all our customers well. In line with this, we require all Affiliates to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Affiliate’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Affiliate does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate. R&R reserves the right to permanently withhold the Referral Fees and terminate this agreement if we determine, in our sole discretion, that you do not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.

  1. Pay-per-click (“PPC”) restrictions

Unless the company first gives you written permission, you agree to abide by the following restrictions:

  1. You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
  2. “Restricted Terms” is any of the following terms in any case or form: roost & root, roost and root, round-top chicken coop, any of our TM or R branded terms on our site by themselves or in conjunction with “discount codes” “promo codes” “coupon” “coupon codes” etc. or misspellings or derivatives.
  3. You may not use our restricted terms, including any changes or misspellings above, in sequence with any other keywords.
  4. You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for our website.
  5. You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. Customers should be directed to a genuine page on your website. You cannot bid for any search term in any auction-style PPC advertising program in any way that looks more than us.
  6. If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of your trademark from your marketing and related activities and we strongly suggest that you add our trademark terms as negative keywords.

  1. Social Media Restrictions

When advertising or promoting the program on Facebook, Twitter, Instagram, YouTube and any other social media platforms, you indicate and warrant that you will comply with the following requirements:

  1. You can only promote programs and links on your social media page.
  2. You are prohibited from posting your links on our Facebook, Twitter, Pinterest, or any other company’s social media account or page in an effort to convert those links into affiliate sales.
  3. You are prohibited from creating a social media account that includes our trademark in the page name and/or username.

  1. Waiver

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

  1. No Class Action

Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the Parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. Each Party shall file and prosecute arbitration proceedings separately and individually in the name of the respective Parties, and not in any representative capacity. Each Party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. BY AGREEING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (i) TO A COURT TRIAL OR (ii) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST COMPANY AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT.

  1. Limitations

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

  1. Assignment

Affiliate shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Company may freely assign this Agreement.

  1. Entire Agreement

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties, and supersedes all prior agreements related to the Program or any other commission-based program. R&R may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. R&R will notify Affiliate of any material changes affecting its rights through a notification within the Payment Provider Portal and/or email referencing the latest version. The Parties may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by the Parties.

By participating in the Roost & Root Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

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