CLMBR Terms Overview:

CLMBR SPECIAL TERMS AND CONDITIONS

These Terms and Conditions for Refresion are entered into between CLMBR and the party participating in the Refresion Network (“Publisher” or “You”) and shall govern your use of the CLMBR Affiliate Program.  These Terms and Conditions are in addition to any agreement you may have entered into with Refresion (collectively with these Terms and Conditions, the “Agreement”).

APPLICATION AND APPROVAL

By submitting an application to participate in CLMBR’s affiliate program via Refresion, you represent and warrant that: (i) the information in your application is truthful; (ii) you have the right, power, and authority to enter into the Agreement; and (iii) the execution of this Agreement will not violate any agreement to which you are a party or are otherwise bound. CLMBR will review and evaluate applications for suitability, however, CLMBR reserves the right to accept or reject any application for any or no reason. Commissions will be paid no earlier than 45 days after the original conversion date.

SUB-AFFILIATES

Promoting CLMBR via sub-affiliates is strictly prohibited unless you receive prior written permission from CLMBR to use a certain sub-affiliate.  In the event CLMBR approves use of a sub-affiliate, you agree to be responsible for ensuring such sub-affiliate complies with the Agreement.  In the event a sub-affiliate is found to be in violation of the Agreement, the commission earned during the period of the violation will be withheld and CLMBR may terminate your account.

LIMITED LICENSE

In the event your application is approved, CLMBR grants you a limited, nonexclusive, revocable, non-transferable license to display CLMBR’s artwork, text, trademarks, copyrighted material and corresponding links to CLMBR products (collectively, the “CLMBR Material”) that are made available to you on the Refresion Network.  You agree that you will not alter, edit, or modify the CLMBR Material in any way without the express written permission of CLMBR.  You may only display the CLMBR Material on approved websites and you agree that you will not use the CLMBR Materials in any way that would be disparaging of CLMBR.  You agree to remove any outdated CLMBR Material and update your website with new material upon CLMBR’s request.  Furthermore, you agree to not copy or design your website to be confusingly similar to CLMBR’s website(s).  CLMBR may revoke this license at any time for any or no reason upon notice by CLMBR to you, and you agree to immediately cease using all CLMBR Material upon receipt of such notice.

TRADEMARK AND PAID SEARCH POLICY

Bidding on CLMBR’s trademarks, brand names, trade names, or service marks, including any variations or misspellings thereof, (the “CLMBR Marks”) is prohibited.  You may not advertise or bid on any CLMBR Marks for search or content based campaigns on Google, Yahoo, Bing, MSN, Facebook, or any other network.  You agree to not use the CLMBR marks in your display URL and to avoid using language such as “Official Store” or “Official Site” to describe your website in connection with the CLMBR Material and Marks.  Any violations of this section shall result in immediate termination of your account and forfeiting of any commissions earned in relation to the violation.

ADVERTISING AND MARKETING

You may only market the CLMBR products on pre-approved website(s).  If you want to advertise on other channels, such as on social media or email (SEO is always prohibited), you may do so with CLMBR’s express written permission.  However, you are prohibited from posting any affiliate links on CLMBR owned and operated social media properties.  You agree to advertise the CLMBR products in compliance with all applicable local, state, and federal laws and regulations.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless CLMBR, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, and expenses arising from or relating to: (i) your breach of this Agreement or any applicable law; (ii) violations of any third-party’s intellectual property rights; or (iii) your improper use of the CLMBR Material.

MISCELLANEOUS

These Terms and Conditions are governed by and construed in accordance with the laws of California and the parties agree to submit to the personal jurisdiction of the state and federal courts of San Diego, California.  You may not assign this Agreement without the prior written consent of CLMBR.  These Terms and Conditions may be modified by CLMBR from time to time, in its sole discretion, by posting a notice or new Agreement on the Refresion Platform and the new Terms and Conditions shall be effective immediately upon such notice or posting.