Search Policy:
Affiliates may not bid on Nomadic Supply Company LLC names, misspellings or variations through Google Adwords, Yahoo Search Marketing or Microsoft Ad Center (Bing) or any other search engine. Affiliates may not direct link to NomadicSupply.com using Google Adwords, Yahoo Search Marketing or Microsoft Ad Center (Bing) or any other search engine.
Tax Nexus:
Nomadic Supply Company LLC will not enter into this Agreement with any Affiliate who maintains a physical presence in a state that could create tax nexus for Nomadic Supply Company LLC, through either the Affiliate’s own actions or the actions of its agents or independent contractors. As such, the Affiliate represents, warrants, and certifies that it is not domiciled in or a resident of any state where such a risk could arise. Affiliates based in states that have passed click-through tax nexus legislation or where active solicitation on Backcountry’s behalf would create tax nexus for Nomadic Supply Company LLC are prohibited from engaging in any in-state solicitation of sales that refers potential customers to Nomadic Supply Company LLC. Solicitation activities include, but are not limited to, distributing flyers, coupons, newsletters and other printed promotional materials or electronic equivalents, verbal soliciting (e.g., in-person referrals), initiating telePhone calls, and sending e-mails. If the Affiliate who enters into this agreement is an organization, such as a club or a non-profit group, this Agreement provides that the organization will maintain on its website information alerting its members to the prohibition against each of the solicitation activities described above. Affiliate agrees to notify Nomadic Supply Company LLC should the state in which it is domiciled or in which it is a resident changes or is different than the state listed when registered. Affiliates domiciled in states deemed to have the potential of creating tax nexus for Nomadic Supply Company LLC will be removed immediately. Any action by an Affiliate that violates this provision acts to void this Agreement immediately and excuses Nomadic Supply Company LLC of its obligation under these Terms to pay the Affiliate a commission. Violations of this provision will result in the Affiliate’s removal from the Nomadic Supply Company LLC program and the reversal of any commissions paid since the violation or, at a minimum, for the preceding 30 days.
Application Process:
By submitting an application for the Nomadic Supply Company LLC Affiliate Program, you represent, warrant, covenant and agree that all information that you provide to Nomadic Supply Company LLC in connection with your application is true, complete and accurate, you have all necessary rights and authority to enter into this agreement and perform your obligations hereunder, this agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, and your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound.
Nomadic Supply Company LLC Links:
Once you have been notified that your application has been accepted into the program you agree to use Nomadic Supply Company LLC links solely to direct end users to Nomadic Supply Company LLC. You agree not to link any Nomadic Supply Company LLC link to any page of any site other than Nomadic Supply Company LLC.
Brand Representation:
Affiliate ad copy cannot contain misspellings, incorrect grammar or false or misleading statements regarding discounts or coupons. Ad copy should always represent Nomadic Supply Company LLC in a professional manner. Affiliate cannot create Nomadic Supply Company LLC branded social media accounts. Affiliate’s found in violation are subject to immediate removal from the program and reversal of commissions. Affiliate’s agree to not include Nomadic Supply Company LLC branding, logos or links on any adult, political, violent, inappropriate, or controversial websites. Tagging Nomadic Supply Company LLC using the “@” symbol on social media sites like Facebook.com or posting advertising messages on Nomadic Supply Company LLC pages on these sites is not permitted.
Comparison Shopping Engines:
Affiliates cannot submit data feeds directly to 3rd party comparison shopping engines such as Google Shopping, or any other 3rd party comparison shopping engine).
Tax Nexus Laws:
Affiliate based in states that have passed click-through tax nexus legislation or where soliciting on Backcountry’s behalf would create a tax nexus for Nomadic Supply Company LLC are prohibited from engaging in any in-state solicitation that refers potential customers to Nomadic Supply Company LLC. Solicitation activities include, but are not limited to, distributing flyers, coupons, newsletters and other printed promotional materials or electronic equivalents, verbal soliciting (e.g., in-person referrals), initiating telePhone calls, and sending e-mails. Those Affiliate found in violation void this agreement and are subject to immediate removal from the program and reversal of commissions for the prior 30 days. the date of violation through the date of removal. If the Affiliate who enters into this agreement is an organization, such as a club or a non- profit group, this agreement provides that the organization will maintain on its website information alerting its members to the prohibition against each of the solicitation activities described above. Affiliate agrees to notify Nomadic Supply Company LLC should the state that it is domiciled in or a resident of changes or if it is different than the state listed in Impact Radius under the “Details” tab. Affiliate domiciled in states deemed to have potential of creating tax nexus for Nomadic Supply Company LLC may be removed immediately.
Affiliates in the Nomadic Supply Company LLC program who have a presence or are registered in California shall, on an annual basis, provide to Nomadic Supply Company LLC a written certification under penalty of perjury, reaffirming, with respect to the prior year and all other years during which this agreement is effective, the accuracy of the representations, warranties, covenants, and certifications made by Affiliate under this agreement.
Termination:
This Agreement may be terminated immediately by Nomadic Supply Company LLC in the event that Affiliate: (i) violates this agreement; or (ii) if it is found by the Nomadic Supply Company LLC legal advisor that our association with the Affiliate could put our tax status at risk that could cause Nomadic Supply Company LLC substantial financial damage. Upon any termination of this Agreement, Nomadic Supply Company LLC and Affiliate will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby. No such termination will relieve Affiliate from any liability arising from any breach of this Agreement occurring prior to termination. Notwithstanding anything else contained herein.
Indemnification and Additional Warranties:
Affiliate warrants that it will comply with all applicable Federal, state, local, and foreign laws, rules, regulations, ordinances, and directives including but not limited to the Federal Trade Commission Endorsement Guidelines. In the event Affiliate endorses or otherwise recommends Nomadic Supply Company LLC’s products, Affiliate warrants that it will disclose that it receives compensation for such endorsement or recommendation. The Affiliate shall indemnify, defend, and hold Nomadic Supply Company LLC harmless from and against any and all actions, suits, proceedings, hearings, investigations, charges, demands, claims, injunctions, costs, amounts paid in settlement and fees, including court costs and reasonable attorneys’ fees and expenses arising out of or relating to (a) Affiliate’s breach or failure to comply with the terms of this Agreement; (b) Affiliate’s failure to comply with any federal, state, local or foreign law, statute, regulation or ordinance; (c) Affiliate’s breach of a representation, warranty, covenant, or certification; or (d) actions taken with the intent to cause harm to Nomadic Supply Company LLC business or its computer systems by the Affiliate.
Confidentiality:
Affiliate agrees to hold in confidence and not disclose to any third party Confidential Information or proprietary information of Nomadic Supply Company LLC. “Confidential Information” shall include all information, written or oral, disclosed through any means of communication by Nomadic Supply Company LLC or its Affiliate or representatives to Affiliate. Confidential Information may include, without limitation, commission rates and slotting fees, promotional calendars, information about marketing plans and strategies, goods and services, customers and prospective customers (including customer information subject to protection under a party’s privacy policy), vendors and suppliers, buying practices, product pricing, miscellaneous business relationships, personnel and compensation, financial and accounting data, operational and other business affairs and methods, technical data, know-how, trade secrets, computer software and other proprietary and intellectual property and plans and strategies for future developments relating to any of the foregoing. Confidential Information shall not include information which: (a) was in the public domain prior to being disclosed by Nomadic Supply Company LLC or learned or discovered by Affiliate, or enters the public domain after such disclosure, learning or discovery through no actor fault of Affiliate; (b) was known to Affiliate prior to disclosure by the Nomadic Supply Company LLC and was not otherwise protected as confidential; (c) was rightfully received by Affiliate from a third party who was not in breach of any obligation of confidentiality to Nomadic Supply Company LLC; or (d) is required to be disclosed by Affiliate in defense of a claim, or otherwise to protect Affiliate’s rights, or is required to be disclosed by law or by any federal, state, local or foreign court or governmental or regulatory agency or authority.
Additional Terms:
The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect. No delay or failure by Nomadic Supply Company LLC in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. This Agreement shall be governed by the laws of the State of Florida, USA. The exclusive forum for any actions related to this Agreement shall be in the state and/or federal courts located in Florida. Affiliate consents to such venue and jurisdiction.