|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Commission applies to new subscription sign-ups only.|
Program Terms & Policies
This Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between MilkRun, INC. (“MilkRun”), with an address of 610 SE 6th Avenue, Portland, OR 97214, United States and the affiliate identified below (“affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
The Affiliate Program. Affiliate agrees to provide to MilkRun under the terms and conditions of this Agreement, services (the “Services”) in connection with MilkRun’s Affiliate Program (the “Program”). As part of the Services, Affiliate will generate and post content (including, without limitation, text, videos and images) regarding MilkRun brand and MilkRun products on Affiliate’s dedicated MilkRun Web page (the “Affiliate Page”) and on Affiliate’s Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Affiliate agrees to:
Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner. Comply with all applicable laws and regulations. Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved. Provide and utilize his/her own equipment, tools and other resources in performing the Services but MilkRun will provide to Affiliate certain informational materials to facilitate the creation of Affiliate's created content to his/her Affiliate Page and/or Social Channels.
Will be responsible for (i) creating and editing the Content and (ii) either emailing to MilkRun such Content to upload to the Affiliate Page or posting such Content on the Social Channels. All such Content that is uploaded to the Affiliate Page will be posted to the Affiliate Page subject to prior review by MilkRun. MilkRun has the right to remove any Content from the Affiliate Page.
It is understood and agreed that Affiliate will be an independent contractor, is not and will not be considered an agent or employee of MilkRun (or any of its affiliates or related entities), and shall have no authority to bind MilkRun (or its affiliates or related entities) by contract or otherwise.
Affiliate agrees that they will not: (i)
Make any derogatory statements about MilkRun and/or MilkRun products. Link to any third-party websites, other than the Social Channels, on the Affiliate Page or otherwise redirect visitors of the Affiliate Page to third-party websites. Resell or distribute any MilkRun products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate Page. Promote MilkRun products, the MilkRun brand, or the Program and/or the Affiliate Page via any paid media channels. Promote MilkRun products, the MilkRun brand, the Program and/or the Affiliate Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate. Engage in any fraudulent transactions, as reasonably determined by MilkRun, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control.
In consideration for the Services, MilkRun will pay to Affiliate a percentage of the Net Revenue of an Active Subsriber’s First Order (as defined below) collected by MilkRun in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by MilkRun from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of MilkRun product(s) via the Affiliate Page that are made by a method of payment accepted by MilkRun. The Commission is also only paid to Affiliate if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by MilkRun using its standard methodologies. MilkRun will pay Affiliate its Commission on the last day of each month. Commissions due hereunder will be made by MilkRun to Affiliate through its payment processor (“Payment Processor”), which, as of the Effective Date, is Stripe. Affiliate is solely responsible for creating and maintaining a Refersion account, and communicating such account information to MilkRun for purposes of receiving the payments set forth herein. MilkRun is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by MilkRun, including without limitation any transactions originating from Affiliate's IP addresses or computers under Affiliate's control.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning MilkRun's business technology, business relationships or financial affairs which MilkRun has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by MilkRun from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Affiliate will not, at any time, without MilkRun's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of MilkRun, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of MilkRun. Affiliate will cooperate with MilkRun and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Affiliate will deliver to MilkRun all copies of Confidential Information in Affiliate's possession or control upon the earlier of a request by MilkRun or termination of this Agreement for any reason.
Information of Third Parties. Affiliate understands that MilkRun is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require MilkRun to protect or refrain from use of Confidential Information. Affiliate agrees to be bound by the terms of such agreements in the event Affiliate has access to such Confidential Information.
Intellectual Property Rights.
Affiliate hereby grants to MilkRun and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns: Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Affiliate in section 2 hereof.
Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Affiliate’s promotional purposes, in any and all media now known or hereafter developed.
With respect to Content which portrays Affiliate’s face, body and voice (the “Restricted Materials”), MilkRun shall have the right to use the Restricted Materials upon prior approval from Affiliate.
Affiliate hereby grants to MilkRun and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sub-licensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to MilkRun in connection with the Program or (ii) otherwise created by Affiliate in connection with the Services, (collectively, the “Other Developments”)
MilkRun Materials and Trademark.
Except for Affiliate's limited right to use the MilkRun Materials solely in connection with performing the Services, MilkRun retains all right title and interest in the MilkRun Materials, including all related intellectual property rights. MilkRun hereby grants to Affiliate, a limited, non-exclusive, non-transferable license to use and display MilkRun's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Affiliate agrees that any use of the Marks:
Will comply with MilkRun's quality standards and trademark guidelines, which may be provided by MilkRun to Affiliate from time to time. Will solely insure to the benefit of MilkRun. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Affiliate's provision of the Services hereunder. Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding MilkRun products, the MilkRun brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Affiliate Social Channels.
In connection with performing the Services, Affiliate may link certain of his or her Social Channels to the Affiliate Page. If Affiliate so elects, MilkRun may link to, and stream content from such Social Channels on its websites, social media channels and in other MilkRun advertising and promotional materials.
Representations and Warranties.
Affiliate represents and warrants that:
He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence. The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the MilkRun Materials; The Content and Other Developments are Affiliate's original work. Use of the Content and Other Developments by MilkRun will not infringe or involve the misappropriation of any third party rights. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Affiliate. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by MilkRun for any Content or Other Developments or any content or material incorporated therein to any third party; He or she will comply with all applicable laws, rules and regulations, including the Guides
Affiliate shall indemnify and hold MilkRun, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Affiliate's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. MilkRun may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Affiliate; No Agency.
Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of MilkRun, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL MILKRUN, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “MILKRUN PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE MILKRUN PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MILKRUN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE MILKRUN PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Oregon. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Portland.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Affiliate and MilkRun agree that it would be impossible or inadequate to measure and calculate MilkRun's damages from any breach by Affiliate of this Agreement. Accordingly, Affiliate and Milkrun agree that if Affiliate breaches this Agreement; MilkRun will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Affiliate and MilkRun further agrees that no bond or other security shall be required in obtaining such equitable relief and Affiliate and MilkRun, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of MilkRun to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against MilkRun unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by MilkRun and Affiliate, this Agreement constitutes the entire agreement between Affiliate and MilkRun with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Affiliate without the express written consent of MilkRun. MilkRun may assign any or all of its rights and obligations under this Agreement without Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of MilkRun's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
For Qualifying Orders in a calendar month, MilkRun will pay to Affiliate commission payments in accordance with the following table, with the exception that MilkRun could have promos that could go to higher percentages as incentive, all details of such promos to be at MilkRun's sole discretion and communicated to Affiliate in due time:
20% of Net Revenue on an Active Subscriber’s First Order. For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of MilkRun Products that are purchased pursuant to such Qualifying Order.
Here’s the short of it: we keep your data as safe as we can, store and track as little as we must, and share with 3rd parties only what is necessary. The rest of this document is the long of it.
Information We Gather or Receive
We will not sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.
For customers, MilkRun requires the following information: delivery address, billing address, email, telephone number, and credit card information. Information required for fulfillment of your orders is held on our servers; payment information is stored with our payment processor. MilkRun does not store your credit card information.
MilkRun automatically receives and records some information from user browser when you visit the site, such as your IP address, cookies and data about which pages you visit on the site. This information helps us analyze and understand how the site works for customers and visitors.
MilkRun may receive or collect information about a person who is not yet a registered MilkRun customer in connection with certain MilkRun features, such as a visitor subscribing to a MilkRun newsletter.
Controlling Your Information
We want you to have control over your own information, so MilkRun gives you the choice of providing, editing or removing certain information. You may change or correct your MilkRun account information at any time, such as your email address, phone number or credit card information.
For various reasons, MilkRun may contact you about our services or your activity. Some of these messages are required, transaction-related message to customers. Other messages are not required, such as our newsletters, and you can unsubscribe through a link in those emails.
If a customer no longer wishes to use MilkRun’s services or receive service-related messages, they may contact our support team at [email protected]
What Information We Share
MilkRun will never sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.
MilkRun uses other companies and people to perform tasks on our behalf, and we need to share your information with them to provide products and services to you. Examples include but are not limited to fulfilling orders, processing payments, handling billing disputes and collections, analyzing data, providing marketing assistance and providing customer service.
Cookies & Tracking Technologies
MilkRun uses a variety of technologies (such as browser cookies, pixel tags, and local storage) to help us better understand how people use our site and services. MilkRun may partner with third-party services who may use various tracking technologies to provide certain services or features. These technologies allow a partner to recognize your computer each time you visit MilkRun, but do not allow access to personally identifiable information from MilkRun. MilkRun does not have access or control over these third-party technologies, and they are not covered by our privacy statement.
MilkRun may also use Google Analytics and other providers to collect information regarding visitor behavior and visitor demographics on some of our services, Google Analytics does not track personal information. For more information about Google Analytics and how Google uses this data, please visit https://www.google.com/policies/privacy/partners/. For more information about opting out of being tracked by Google Analytics across all websites you use, go to https://tools.google.com/dlpage/gaoptout/.
If you would like to opt-out of the Technologies we employ on our sites, services, applications, or tools, you may do so by blocking, deleting, or disabling them as your browser or device permits.
MilkRun will retain your information only for as long as is necessary or your account is active or as needed to provide you services. If you no longer want MilkRun to use your information to provide you services, you may close your account.
MilkRun will retain and use your information as necessary to improve your experience with our products and services, comply with law enforcement and resolve disputes. You may inform us of any changes or requests in regards to your personal data, and in accordance with our obligations under local data protection law, we may update or delete your personal data accordingly.
You may stop or restrict the placement of cookies on your computer or remove them from your browser by adjusting your web browser settings. Cookie-based opt-outs are only effective on desktop applications, not on mobile devices. You may opt-out of receiving targeted ads from our data and advertising partners. To do so, visit https://youradchoices.ca/en/tools or https://optout.networkadvertising.org/?c=1.
Email: if you receive unwanted marketing emails from us, you can always use the unsubscribe link found at the bottom of the email to opt-out of future emails. Note, you will continue to receive transnational emails regarding products or services you have requested. We may also send you important product updates regarding MilkRun and you will not be able to opt out of those emails (i.e. weather-related delivery cancellations).
MilkRun reserves the right to modify this privacy statement at any time. We’ll communicate changes by posting a notice on the site. If we make material changes to this policy you will be notified here, by email, or other places MilkRun deems appropriate.