Partner Terms of Service

Welcome to Truly Free Market! We are excited to have you as part of our innovative and thriving online community as an affiliate marketer. Our commitment to our Partners, Members, and Sellers is to provide a transparent and fair marketplace with unique benefits for all.

Please review our Partner Terms of Service below, our Conditions of Use, our Privacy Notice, any applicable Supplemental Terms, and each other applicable set of terms, conditions, policies, codes, and guidelines (collectively, the "Terms"). By creating an Account or using our Partner Program or any other Service as a Partner, you are agreeing to the Terms on behalf of yourself or the business you represent, all affiliates of you or that business, and anyone who uses our Partner Program or any other Service under your account ("you" or "your").

PARTNER TERMS OF SERVICE

Truly Free Market, Inc., a Delaware corporation ("TFM" "we" "our" or "us"), operates Truly Free Market (the "Marketplace") as an online marketplace that enables Marketplace retailers (who are referred to as "Sellers") to market and sell products to Marketplace customers (who are referred to as "Members"). Members place orders with Sellers through the Marketplace.

Our "Partners" are our affiliate marketers who may earn commissions through our Partner Program by referring Members, Sellers, and other Partners. Our "Partner Program" is the primary service for Partners described below, but also includes related services provided by us (each a "Service") that you may be eligible to use subject to these Terms. Each Service may be subject to more-specific terms, conditions, policies, codes, and guidelines (which are referred to as "Supplemental Terms"). Our other Services include Truly Free Social, Truly Free Xchange, Truly Free Sherpa, Truly Free Sherpa Fulfillment, and Truly Free Accelerator. We may also offer you and others promotions, which are temporary or limited variations to the Services or these Terms that may be subject to Supplemental Terms. Any conflict among Terms will be resolved in our discretion generally according to the following priority, as applicable: (1) Supplemental Terms, (2) these Partner Terms of Service, and then (3) our Conditions of Use and all other Terms.

THE TERMS CREATE A LEGALLY-BINDING AGREEMENT BETWEEN YOU AND TFM (THE "AGREEMENT"), TO WHICH YOU AGREE BY CREATING AN ACCOUNT, USING THE PARTNER PROGRAM, OR USING ANY OTHER SERVICE AS A PARTNER.

The Partner Program

Our Partner Program allows you to monetize your website, social media and other Content, or other public platform (your "Site") by placing links or promotional codes to our Marketplace or parts of it as authorized by us ("Links"). When a current Member clicks through or uses your Link to purchase a product through our Marketplace, you are eligible to earn a commission on that purchase. When a person who is not already a Member clicks through or uses your Link to become a Member (a "New Member") and to purchase a product through our Marketplace, you are generally eligible for a commission on that purchase as well as all of the Member's purchases on the Marketplace for the following six months, except for purchases that are attributable to other Partners (generally, "last click linear" attribution on one-time purchases). Purchases that are eligible for commissions are referred to as "Attributed Sales."

You may also earn Commissions by referring new Sellers and Partners. When a person who is not already a Seller clicks through or uses your Link to become a Seller (a "New Seller"), you are eligible for a commission on all of that Seller's sales on our Marketplace for the following twelve months. When a person who is not already a Partner clicks through or uses your Link to become a Partner (a "New Partner"), you are eligible for a share of that New Partner's commissions under our Partner Program for the following twelve months.

See "Commissions and Our Attribution Model" below for more details.

Through the Partner Program, we may provide you with images, text, Links and link formats, widgets, tools, program interfaces, marketing content, and other information and materials to support your affiliate marketing efforts ("Supplied Content"). You agree to use Supplied Content only for purposes of the Partner Program in accordance with these Terms.

We may require that Partners satisfy certain conditions for eligibility. These include, without limitation, that Partners must be a legal entity or individual at least 18 years of age and, for influencers, must have at least 500 followers on social media.

FTC Endorsement Compliance

You agree to treat our Sellers, other Partners, and Members fairly and to comply fully with all Federal Trade Commission's regulations related to advertising. As such, we require that our Partners comply with these regulations, including, but not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising ("FTC Endorsement Guides"), which require, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. In order to participate in the Marketplace and any Service, you agree that (i) you will at all times adhere to FTC Endorsement Guides; (ii) that your Site and communications will reflect your honest views, opinions and experiences; and (iii) that you will disclose your affiliate relationship when promoting or discussing the Marketplace, other Services, Sellers or their products, or other Partners, directly or indirectly.

You further agree that all such disclosures will comply with the following four standards:

1) Disclosure. You agree to include a disclosure on your home page as well as every page of your Site that includes a review, recommendation, comment, or article that promotes or discusses a product, the Marketplace or other Services, Sellers, or other Partners for which you receive any form of compensation.

2) Clear. The disclosure must make it clear right away to the reader that you are compensated for your review, recommendation, comment, or article. You may include other information in your disclosure, such as whether you personally tested the product or that your review is honest, but you must disclose compensation first (at the beginning) and clearly. It should not be hidden in legalese.

3) Conspicuous. The disclosure must be conspicuous and easy to see on your Site (in other words, it should stand out). It has to stand out from other text on the page so that it is immediately evident to all visitors. The disclosure text must be as large or larger than the main text. The disclosure text must be colored (not black or gray) and contrast with both with its background and the main text. It must not be lighter than its background or the main text. It must begin with the word "Disclosure:"

4) Requiring No Action. Your disclosure must be immediately visible to anyone who visits your Site and the particular review, recommendation, comment, or article. The visitor should not be required to take any action to view it. Such prohibited actions include: Scrolling (Your disclosure must appear "above the fold," meaning the visitor does not have to scroll down to see it) or clicking. Visitors should not have to click a link to view your disclosure.

You are advised to seek and obtain your own legal advice on how these rules apply to your Site or other activities for which you receive compensation.

We reserve the right to withhold commissions or to suspend or terminate your participation in the Marketplace or any Service should we determine, at our discretion, that you are not in compliance with the previously mentioned guide, FTC Endorsement Guides, or other regulations or requirements we deem relevant.

You will not otherwise publicly disclose this Agreement or your participation in the Partner Program or your affiliate marketer relationship without our prior written consent.

Your Account

You must complete the registration process to register as a Partner with TFM, which will include information we need to set up your Partner account ("Account") and enable you to participate in our Partner Program. You may also be required to enroll separately in certain Services, subject to the applicable Supplemental Terms.

You are responsible for providing us valid, accurate, and updated information at registration and promptly as requested during the term of our Agreement, and for protecting your Account's security. Personal data that you provide us will be handled in accordance with our applicable Privacy Notice. By providing us information, you represent and warrant that you are authorized to do so, that all identified individuals are legally authorized to act on behalf of your business, and that the information is valid and accurate. We may require that you complete an Internal Revenue Service Form W-9, and may also require other documents, actions, and agreements as a condition to your eligibility or continued use of the Partner Program or other Services.

We reserve the right to reject registration and deny you use of the Partner Program and other Services for any reason, either before or after your Account is established. Use of the Partner Program and other Services is limited to persons that can lawfully enter into and form contracts under applicable law.

Once your Account is established, we will provide you access to your private Partner portal ("Partner Portal"), which will serve as your primary Account data repository and communication vehicle with us. If you are also a Seller, you will also have access to a Seller Portal. We will also provide access to Services in which you enroll in accordance with the applicable Supplemental Terms and in our discretion.

You agree that you will access your Account, the Partner Portal, the Marketplace, and other Services only during the term of this Agreement. You are responsible for choosing a unique and secure password and for maintaining its security. You are responsible for any authorized or unauthorized use of your password or Account, including any action taken under it. You must immediately change your password if it is or is suspected to be compromised. We are not responsible for any unauthorized use of your password or Account.

In order to keep the Marketplace safe and improve TFM's Services, we may take actions that restrict your activities or that otherwise impact your Account or use of the Partner Program or other Services. In the event we detect unusual activity or we otherwise believe that your actions or your Marketplace store may result in increased risk of fraud, counterfeiting, or other claims, TFM may take appropriate actions including suspending or terminating your Account. When appropriate and permitted by law, TFM will communicate information to you about the issue and any restrictions.

Commissions and Our Attribution Model

Ordinarily, our aggregate commission percentage to our Partners on an Attributed Sale is 5% of the sales price, excluding shipping and handling and sales and use taxes. However, other commission rates may apply. For example, the commission rate on sales by a new Seller store you refer during their first 12 months on the Marketplace is 1% of their sales, less returns, refunds, discounts, and cancellations. Sellers may increase the commission percentage paid to Partners on Attributed Sales on a product-by-product basis to encourage Partners to refer their products. We may also increase or decrease the commission percentage generally or in particular situations such as promotions or temporarily or for any other reason, at any time with or without notice.

You will receive the entire commission if you are the only Partner eligible to receive a commission on an Attributed Sale. If more than one Partner is potentially eligible to receive a commission on an Attributed Sale, our Attribution Model will allocate the aggregate commission payable by us on that Attributed Sale according to our attribution model. Details, rules and exceptions apply. A summary of our attribution model and certain common situations is available here. Our attribution model and commission rates are subject to adjustment from time to time, without or without notice to you.

We do not pay commissions with respect to purchases based on referrals from paid search placements, search engine results or links, or redirected or intermediary links. We also reserve discretion to determine that a purchase is ineligible for a commission because of a violation of these terms, an unfair practice by you, or in other circumstances where we determine that we will not pay commissions to Partners.

We reserve discretion to clawback or refuse commissions for returns, refunds, or fraud, and in other circumstances where we determine it to be appropriate. Subject to these Terms, commissions are earned at the time of shipment, and are not paid and may be clawed back for order cancellations that occur before the order is shipped.

You appoint and authorize TFM as your exclusive agent for purposes of processing commissions and commission returns and other adjustments, for receiving and holding commissions on your behalf, for remitting net commissions to your bank account, for charging your credit card, and for paying TFM and its affiliates for amounts you owe us, all in accordance with these Terms. In performing these and related actions, TFM is acting solely as your agent and, as a result, TFM's collection of payments will be construed as if the Member or Seller is paying you directly in satisfaction of its payment obligation to you and that you are in receipt of the proceeds at the time they are received by TFM.

We will collect commissions you earn on Attributed Sales on your behalf and remit the commissions to you, subject to the following provisions. We will ordinarily remit the commissions to you on a weekly "net 7 days" basis from the shipping date, on a business day of our choosing. We reserve the right to hold or otherwise retain commissions in our discretion for security or other purposes, such as to prevent or mitigate deceptive, fraudulent, or illegal activity, or harm to Members, Sellers, or other Partners. All remittance to you from TFM will be to your bank account via ACH transfer and subject to ACH fees at the current rate of $0.10 per transaction plus a percentage fee equal to 2.5% of the total ACH amount, unless we choose another remittance method. We may change the ACH fees, with or without notice to you. Your remittance schedule may be delayed or otherwise affected when you first open your Account or when you later change your bank account information, including for security purposes. We may also delay the payment of commissions until you reach minimum payment threshold of $100, which we may change by notice to you.

However, our obligation to remit amounts to you is limited to the commissions in your available balance in your Account, less amounts that you owe to us and taxes that we determine are required to be remitted on your behalf, if any. You are an unsecured general creditor with respect to amounts we owe you. Amounts we owe you do not accrue interest or other earnings and are not insured by the Federal Deposit Insurance Corporation or otherwise. You agree that you have no right to, and will not attempt to, collect commissions or other amounts directly from Members or Sellers. You agree that we may comply with and take any actions that we determine to be legally required under unclaimed property or other applicable law with respect to amounts we owe you. Any payment we make in good faith on your behalf for such or other reasons will satisfy our corresponding obligation to you.

To be eligible for commissions, you must refrain from deceptive, fraudulent, or illegal activity and otherwise remain in compliance with these Terms. If we determine that your Account or another account operated by you has been used to engage in deceptive, fraudulent, or illegal activity, or your use of the Services has harmed or is reasonably likely to harm Members, Partners, Sellers, or others, then we may permanently withhold payments to you due to the risk exposures resulting from such activities.

Site Restrictions

We reserve discretion regarding whether to engage and continue our relationship with you for any or no reason. We will not engage Partners with Sites that we determine to be inconsistent with our principles below as well as any other community guidelines that we may establish (our "Community Guidelines"), and may terminate this Agreement if we subsequently determine that your Site or activities violate them. Sites that contain or feature the following are inconsistent with our Community Guidelines, for example:

Obscene, offensive, vulgar, or defamatory content, including
1. Sexually explicit / adult content or products;
2. Violence, tragedy, harassment, or hate;
3. Divisive politics;
4. Intolerance, threats, racism, bigotry, or discrimination; or
5. Inappropriate language or conduct, including trolling and bullying;
Actions or products involving or likely to lead to human or animal cruelty, harm, or trafficking;
Alcohol, tobacco, drugs, drug paraphernalia, or medical drugs;
Firearms, ammunition, other weapons, fireworks, or explosives;
Hazardous or dangerous materials or activities;
THC, CBD, or other regulated substance (including internationally regulated items);
Illegal items or items promoting illegal activity;
Gambling; or
False, deceptive, or defamatory content.

You agree that you are solely responsible for your Site and Content, including integrating our Links and Supplied Content and compliance with applicable law and third party rights. This includes that you agree to comply with all applicable laws regulating privacy and data, including the General Data Protection Regulation and the California Consumer Privacy Act, to the extent relative to your Site, Content, Electronic Messages, or other activities.

You will not use our Links or Supplied Content in client-side software, or in other software or circumstances to which we object, without our prior written consent.

Using Electronic Messages

If you use email, instant messaging, text messaging, picture or video messaging, mobile service messages, telephone or automated calling systems, or other electronic messages ("Electronic Messages") to promote products on our Marketplace, you agree that all Electronic Messages will, at minimum, comply with any laws or rules applicable to them and are in accordance with the highest industry standards for email marketers. This includes that you agree to comply with the Data Protection Act of 1998, The Privacy and Communications (EC Directive) of 2003 (including the New EU Cookie Law) and the Data Protection and Freedom of Information Advices, Direct Marketing Association Code Of Practice and the British Code of Advertising, Sales Promotion and Direct Marketing (i.e. Cap Code), Civil Marco de Brazil, Mobile Marketing Association and any successor legislation or amendments. You agree not to send Electronic Messages that violate our Community Guidelines, and not to send messages to recipients that you know to be minors. You are responsible for knowing the source of all addresses contained in contact lists used by you, and you are further prohibited from sending Electronic Messages to addresses acquired by means of an automated generator, script or any other automated means. You agree to only send Electronic Messages to recipients who have given affirmative consent by expressly agreeing to receive such messages. In cases where recipients did not originally give consent directly to you, you must obtain the following information from the data owner before sending Electronic Messages to the recipient, and at the point of their Electronic Message address being supplied, recipients must have been given notice that their Electronic Message addresses could be transferred to another party such as you for the purpose of initiating commercial Electronic Messages and their preferences in respect of future Electronic Message marketing directed to them; time and date stamp of the recipient consent; any "unsubscribe" records from the recipient and suppression policies of the data owner; if the recipient is a part of an email list, any information on how and when such list was built and any data protection policies and privacy policies of the Data Owner in effect at the time period governing the recipient's consent. In such cases where you use addresses that you did not personally collect and acquire, you must have authorization from the data owner that collected the addresses. You must have full Consent Verification (defined below) data for all Electronic Messages addresses used by you. You agree not to sell the Electronic Messages addresses of people who have elected to unsubscribe. You agree to include your identity and a valid physical postal address for yourself and others as required by applicable laws to appear in each Electronic Message. If you are an entity or acting on behalf of one, you must also include your company registration number, place of registration, and registered office address. Each email must identify itself as an advertisement or solicitation by "clear and conspicuous" means and must contain a clearly and conspicuously displayed unsubscribe link. In the event that we or a designated third party provides an unsubscribe link, that link alone must be used. The unsubscribe link must remain active for at least thirty (30) days after email delivery. The unsubscribe link may create a menu so that the recipient can choose from a variety of opt-out options (free of charge except for the cost of transmission), but must include the option to unsubscribe from any and all further messages from you. You must process all unsubscribe requests within five business days of receipt, and must promptly suppress the individual's email contact details rather than delete the details to ensure that the individual's opt-out/unsubscribe request is recorded, retained and respected until such time as that individual opts back-in/re-subscribes, which overrides their previous opt-out request. Once a recipient has unsubscribed, you must not help or instruct another person to send messages to that address. You may not use our name or any variation of it in the originating address line or subject line of any Electronic Messages without our express written consent. You must not use a falsified, altered, or concealed header, source, destination or routing information, or false email registrations, false IP addresses or any other false identifying information in connection with Electronic Messages. Subject lines may not contain any false or misleading information. You agree to promptly provide us with requested records to support our investigation and response to any complaint regarding your Electronic Messages. You agree to implement and ensure compliance with any suppression list we provide in the manner we require. You are solely responsible, and you agree that we are not responsible, for your use of Electronic Messages or any failure to comply with applicable law with respect to them.

Truly Free Accelerator

Truly Free Accelerator is our educational and training Service for Partners and Sellers. It includes technical tutorials, a series of master classes, a live workshop, and one-on-one product strategy consultation designed to teach Partners and Sellers proven strategies for sustainable growth through the Partner Program, Marketplace, and our other Services. Please see the applicable Truly Free Accelerator Supplemental Terms for details. Please note that each Truly Free Accelerator cohort may have different terms, and that you should confirm that the terms you review and are accepting apply to your cohort.

Truly Free Social

Truly Free Social is a social media platform Service integrated into the Marketplace. We make Truly Free Social available to our Partners, Sellers, and Members, as well as third-party users. You may use Truly Free Social subject to these Terms to market and refer products to our Members and other users, including to re-market to Members who follow you on Truly Free Social.

You agree that you will use Truly Free Social only in accordance with applicable law and these Terms, including the Your Content section below. You further agree that you will comply with our Community Guidelines that we may establish. We reserve the right to remove Content for any reason, including because it violates our Community Guidelines or other provisions of these Terms.

We intend for Truly Free Social to be a tool for open discussion and honest Feedback. We intend to respect all user's voice and value the freedom of expression. We intend to keep these principals of respect and valuing free expression in the forefront of every decision we make regarding Truly Free Social and the content posted to it. This includes that we intend to respect and value the Feedback that Members, Partners, and others provide on products and our Sellers. You acknowledge and agree that we have no obligation to remove negative Feedback, and we do not intend to do so unless we are aware of material violations of our Community Guidelines or violations of applicable law.

You further acknowledge and agree that you and the products you support may be exposed to Content that might be offensive, harmful, inaccurate, disparaging, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All content is the sole responsibility of the person who originated such content. We may not monitor or control the content posted via Truly Free Social or other Services and, we do not take responsibility for such content.

We may suspend or terminate your access to Truly Free Social or any portion of its functionality (for example, prohibit you from posting or removing your posts) for any reason. Your access to Truly Free Social as a Partner will terminate upon the termination of this Agreement or TFM's decision to suspend or terminate your access to Truly Free Social for any reason. You will cease to have access to your Truly Free Social account, posts, followers (including Member followers), and all other benefits of Truly Free Social upon suspension or termination. You agree not to contact or solicit Sellers or Members or your other followers after termination of your Truly Free Social account using information obtained from or through us, the Partner Program, Marketplace, Truly Free Social, or any other Service.

Your Content

Your "Content" includes your Sites, name, logos, trademarks, domain names, URLs, information, text, links, graphics, photos, audio, videos, or other materials that you own or license and either provide to us or post on the Marketplace, Truly Free Social, or any other Service or into which you place our Links or Supplied Content. However, your Content does not include our Links, Supplied Content, any of our Marks, or any of our other intellectual property or intellectual property rights, which we retain.

TFM claims no ownership of your Content. However, you grant us an unlimited, non-exclusive, worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable license to use your Content that you post on or otherwise contribute to the Marketplace, Truly Free Social, or other Services, in addition to and without limiting our rights of fair use and other rights we may have under applicable law. Our license to use your Content includes that we may reproduce, distribute, perform, translate, adapt, display, transmit, promote, publish, create derivative works from, and otherwise digitally make available such Content throughout the world in any media, including, but not limited to, making your Content available to other Sellers, Members, Partners, and others through the Marketplace, Truly Free Social, or another service of ours and for marketing materials. You grant us and sublicensees the right to use the name and other information that you submit in connection with such Content, if we or they so choose. Additionally, we may include your Content and information about you in our marketing materials to identify you as a participant in our Partner Program, including, but not limited to, information that may contain or relate to your name, your brand, and/or your Content.

You acknowledge that TFM may, but has no obligation to, monitor your access to or use of our Services or review or edit any Content you post or share to Truly Free Social or other Services. You are solely responsible for your Content and for any damage or liability resulting from it, and represent that: (A) you have all necessary rights to your Content and to deliver and license it to us and post it; (B) you are not infringing on another party's intellectual property via your Content, including without limitation your Site; and (C) your Content is not false, misleading, disparaging, illegal, or in violation of our Terms or applicable law.

Your Content must comply with our Community Guidelines, which include without limiting that you agree not to post any Content on Truly Free Social, the Marketplace, or other Services that is or contains or features:

Obscene, offensive, vulgar, or defamatory content, including
- Sexually explicit / adult content or products;
- Violence, tragedy, harassment, or hate;
- Divisive politics;
- Intolerance, threats, racism, bigotry, or discrimination; or
- Inappropriate language or conduct, including trolling and bullying;
Human or Animal cruelty, harm, or trafficking;
Alcohol, tobacco, drugs, drug paraphernalia, or medical drugs;
Firearms, ammunition, other weapons, fireworks, or explosives;
Hazardous materials, dangerous activities, or self harm;
Illegal items or that shows or encourages illegal activity;
Gambling;
Any false, misleading, disparaging, or illegal statements or assertions, including unjustified product claims;
Pyramid schemes or any other prohibited form of solicitation;
Answers, responses, comments, opinions, analysis, or recommendations that you are not properly licensed or otherwise qualified to provide; or
Any other Content that we believe to be objectionable or that we may otherwise prohibit from time to time, in our sole discretion.

Although we have no obligation to do so, you agree that we may remove your Content from our Services and require your removal of Links and Supplied Content from your Content for violating the foregoing or for any other reason, and that we are not liable to you for doing so. You also agree that we may require the review and approval of your Content that includes our Links or Supplied Content, or that otherwise references us or our Sellers, Members, or Partners, prior to its publishing.

Ratings, Reviews, and Other Feedback

The Marketplace, Truly Free Social, and other Services may provide mechanisms to rate and allow Members and Partners to rate and review products, customer service, and performance and to provide other feedback relevant to them and you ("Feedback"). You have no ownership of or interest in any Feedback. You agree that we have no responsibility to you or liability for any Feedback, including that we have no obligation to verify referrals, purchases, identities, or authenticity. You agree that we may make Feedback publicly available on the Marketplace, on Truly Free Social, and through other Services or otherwise, and that we will never be liable to you for defamation, libel, slander, or otherwise as a result of doing so. You agree that you use our Services, including the Marketplace and Truly Free Social, at your own risk.

The Marketplace and other Services may provide you with opportunities to respond to Feedback. Your responses are Content. You agree that your Feedback and your responses to Feedback will be truthful, respectful, and professional and in compliance with our Community Guidelines as well as all other Terms that apply to Content.

Our Intellectual Property and Other Rights

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use our Marketplace, the Partner Program, other Services, the Links and Supplied Content, and any Marks to the extent that we make them available to you for use in accordance with the Terms only (your "license"). Your license includes the right to use Marks only to the extent we have expressly consented to that use in writing, including only the specific manner in which we have authorized each specific use. We may revoke or modify your license in whole or in part at any time for any reason. Our "Marks" include our Truly Free Market and other Service names, logos, trademarks, domain names, and URLs and all other names, logos, trademarks, domain names, and URLs owned, licensed, or used by TFM or made available to you by TFM.

You agree that we exclusively own the Links, the Supplied Content, and all Marks and that any goodwill generated through your use of any of them belongs to TFM. You agree not to use our Marks except as expressly authorized and not to take any action that conflicts with our ownership of or rights in any Marks.

Your license to use the Marks is limited to use those Marks expressly made available to you for the purpose expressly made available. You may only used TFM supplied images or other content containing Marks, and may not alter them in any manner without TFM's prior written consent. You may not use Marks to imply our sponsorship or endorsement of you in any unauthorized content (such as advertising, promotional materials, junk mail, email spam, etc.), without TFM's prior written consent in these Terms or otherwise. You may not use our Marks to disparage us, our Partner Program, our Marketplace, or our Services or in a manner which we believe to be harmful or to diminish our goodwill. You may not use a trademark symbol with our Marks, and our Marks must appear by themselves set apart from other graphics and text without any added background. Unless otherwise approved or directed by TFM, our Marks must appear with the following statement: "Truly Free Market and all related marks are trademarks of Truly Free Market, Inc. or its affiliates."

We retain ownership of and all other rights to our intellectual property, including all software, code, and other intellectual property in the Marketplace, our Partner Program, and other Services. If you provide suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Marketplace, our Partner Program, or any Service, you agree that we are free to use, disclose, reproduce, modify, license, transfer and otherwise exploit it for our benefit, without owing any royalty or other obligations to you. In order to cooperate with governmental requests, to protect our systems and Members, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Marketplace, our Partner Program, or other Services, you are responsible for any actions you take based on our suggestions, for which we have no liability.

You agree that you will not misuse the Services, including by engaging in any of the following:

Accessing, tampering with, or using non-public areas of the Marketplace or other Services or the technical delivery systems of the Marketplace or other Services;
Attempting to decipher, decompile, disassemble, reverse engineer, avoid, bypass, remove, deactivate, impair, descramble probe, scan, test, breach, or otherwise circumvent any technological or security measure implemented by us or others to protect or provide the Services;
Attempting to access or search the Services through the use of any engine, software, tool, agent, device, or mechanism (including: spiders, robots, crawlers, scrapers, data mining tools, or the like) other than tools that access or search the Services through software or search agents provided by TFM, its Services, or other generally available third-party web browsers;
Forging any transmission control protocol packet or header, intellectual property packet or header, or any part of the header information in any email or newsgroup posting, or in any way using the Services to send altered or deceptive information;
Interfering with, or attempting to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing, junk mailing, unauthorized advertising, or any form of solicitation via the Services;
Collecting or storing any personally identifiable information from the Services from other users of the Services without their express prior permission or in a way that violates our Privacy Policies.

TFM will have the right to investigate and prosecute violations of any of the above or other violations of these Terms, including intellectual property infringement and security breach violations, to the fullest extent of the law. You agree that TFM may audit you or your books and records and accounts for any such purpose. TFM may involve and cooperate with law enforcement authorities in prosecuting users who violate or are suspected of violating these Terms or applicable law.

You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.

Truly Free Sherpa

Truly Free Sherpa is a dashboard program for Partners. Please note that all Sellers are also automatically Partners and granted access to Truly Free Sherpa at no additional charge. The dashboard serves as a hub for Partners to find Sellers, for Sellers to find Partners, and for the two to connect. Truly Free Sherpa also shares Sellers' and Partners' sales and other data and analytics from the Marketplace and other Services, which data is viewable by Partners including other Sellers. The purposes of this transparency include to assist connections between Sellers and Partners and to drive open and fair competition on the marketplace. Members to do not have access to Truly Free Sherpa. By participating in the Partner Program and using other Services, you acknowledge and authorize the sharing of your data, analytics, and other information that is disclosed on Truly Free Sherpa from time to time.

You agree to use Truly Free Sherpa and the data you obtain from it ("TFS Data") solely for purposes of your bona fide activities through the Partner Program and on the Marketplace, including fair competition. You agree not to use TFS Data you obtain from Truly Free Sherpa for any other purpose or to share it outside of your business, and to otherwise treat it as TFM's Confidential Information subject to the section titled "Confidentiality" below.

Non-Circumvention

Our Sellers and Members are not your customers. You agree not to circumvent or attempt to circumvent our Partner Program or other affiliate marketing processes, such as by entering into affiliate marketing or similar relationships with our Sellers outside of the Marketplace. You further agree not to communicate with or otherwise contact our Members, other Partners, or Sellers other than through the tools that we make available to you for that purpose, and not to use Confidential Information (including Member, Seller, or Partner names or contact information) for this or any other purpose to our detriment. If contacted by a Member, you will redirect the Member to us. If contacted by a Seller outside of the tools we make available to you for that purpose or for a purpose prohibited by these Terms, you agree to redirect the Seller to the tools we provide and refuse to engage for the prohibited purpose.

Confidentiality

You may receive Confidential Information during the course of your participation in the Partner Program, use of the Marketplace, and other Services. You agree that for the term of the Agreement and for five years after its termination: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations. You agree to delete Confidential Information upon termination or as soon as it is no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services.

Generally, you may not use Seller or Member or any individual's personal data in any way inconsistent with applicable law. You must keep individual personal data confidential at all times in perpetuity, notwithstanding the five-year limit above.

"Confidential Information" means information relating to us, to the Marketplace, Partner Program, or other Services, or to Sellers, Members, or other Partners, in each case to the extent it is not known to the general public including, but not limited to, any information identifying or unique to a specific individual. Confidential Information includes reports, insights, and other information about the Services; data derived from the Services except for data (other than personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. The names, identities, contact information, and personal information of other Sellers, Members, and Partners is always Confidential Information.

You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.

Representations

You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which the business is registered but that you are registering for the Services within the United States; (b) you have all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement, including without limitation that your Site does not infringe any third party rights; (c) any information provided or made available by you to us is at all times accurate, complete, and not misappropriated; (d) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (e) you and your Site have and will comply with all applicable laws in connection with the performance of your obligations and exercise of your rights under this Agreement.

Termination

Either party may terminate this Agreement at any time, with or without cause, upon notice to the other. We will provide 30 days' advance notice before termination, unless we determinate that you have materially breached this Agreement and either that breach is not curable or is not cured within seven days of notice, in which case our termination will be effective upon notice or the end of such seven-day period. We may also terminate this Agreement immediately if required by law or if we determine that your Account has or may be used for deceptive, fraudulent, or illegal activity or in violation of a provision of these Terms that is likely to harm Sellers, Members, other Partners, or third parties. We may suspend your Account including access to Services in lieu of termination or otherwise as permitted by these Terms, and may convert a suspension to a termination at any time. We will notify you of any such termination or suspension via email or similar means including through your Account, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (1) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination (including with respect to customer service and returns), (2) we will remain entitled to be paid all fees and other amounts owed to us accrued with respect to transactions entered into before termination (including refund charges), (3) you will remain liable for any liabilities that accrued before or as a result of termination, and (4) the following Sections of these Partner Terms of Service will survive, as will any provisions of any other Terms that expressly survive termination or under the circumstances should reasonably survive termination: Your Content; Ratings, Reviews, and Other Feedback; Our Intellectual Property and Other Rights; Non-Circumvention; Confidentiality; Representations; Termination; Indemnification; Disclaimers and Release; Limitation and Liability; Taxes; Governing Law; and Miscellaneous. The foregoing includes that you will not earn additional commissions on transactions occurring after the termination of this Agreement.

We may hold unpaid commissions that we owe you for a reasonable time after termination to ensure we pay the correct amount and to mitigate our risk, and may offset amounts you owe us against unpaid commission at termination or at any other time before or after termination.

Indemnification

You agree to defend, indemnify, and hold harmless TFM (as well as our officers, directors, employees, and agents) against any third-party claim, loss, damage, settlement, cost, expense, or other obligation or liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to (a) your non-compliance with applicable laws; (b) your Site or Content or your acts or omissions in connection with the Partner Program, Marketplace, or any other Services, any actual or alleged infringement of any intellectual property rights by any of the foregoing, or any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; (c) your taxes or duties or the collection, payment, or failure to collect or pay your taxes or duties (including unpaid sales or use taxes), or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations, warranties, or promises you have made in these Terms or otherwise.

Truly Free Market, Inc. will defend, indemnify, and hold harmless you (as well as your officers, directors, employees, and agents) against any third-party Claim arising from or related to: (a) our non-compliance with applicable laws other than tax laws; or (b) allegations that our operation of the Partner Program, Marketplace, or a Service infringes or misappropriates that third party's intellectual property rights.

If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that we may settle any claim that is directed at and affects us to the extent we determine that it the settlement is unlikely to harm you.

Insurance

We may require the following of you at any time by notice to you: (i) minimum insurance coverages as TFM may require; and (ii) certificates of insurance or other evidence demonstrating any required minimum insurance coverages and that TFM is an additional insured.

Disclaimers and Release

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.

WE MAKE NO PROMISES OR WARRANTIES THAT YOU WILL EARN COMMISSIONS ON OR OTHERWISE BE SUCCESSFUL THROUGH THE PARTNER PROGRAM, ON THE MARKETPLACE, OR THROUGH ANY OF OUR OTHER SERVICES. RESULTS WILL VARY.

YOU ACKNOWLEDGE AND AGREE THAT THE PARTNER PROGRAM, MARKETPLACE, AND OUR OTHER SERVICES AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS-IS." YOU PARTICIPATE IN THE PROGRAM AND USE THE MARKETPLACE AND OUR OTHER SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM: (I) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (II) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE PARTNER PROGRAM, THE MARKETPLACE, OR OTHER SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN MEMBERS, SELLERS, AND PARTNERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES US (AS WELL AS OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, TREBLE, OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Limitation of Liability

WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR TREBLE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATED MATTERS WILL NOT EXCEED AT ANY TIME THE LESSER OF $5,000 AND THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY US TO YOU IN CONNECTION WITH THE PARTICULAR SERVICE TO WHICH THE CLAIM RELATES.

Taxes

You are responsible for collecting, reporting, remitting, and otherwise paying any taxes owed on your commissions or other amounts paid to you through the Services. You agree that we are not responsible for any failure to collect or remit or any overcollection or remittance of sales, use, or other taxes that you or a Member or Seller owes. You agree to indemnify and defend us for the same. You agree to and will comply with all applicable tax law and any policies or other requirements regarding taxes that we incorporate into these Terms. All fees and other amounts payable by you to us are gross amounts exclusive of any applicable taxes, deductions or withholding, and you are responsible for paying us any taxes imposed on such fees (other than our income taxes) and for any deduction or withholding required on any payment (without reduction to our payment).

Our Relationship

Except for the provisions in these Terms appointing us as your agent for specific purposes (which creates a limited agency only for such specific purposes), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement, such that there are no third party beneficiaries of this Agreement. The use of the term "Partner" to describe you and our other affiliate marketers does not create or indicate a partnership relationship.

Governing Law

These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of Delaware, United States, without regard to its conflict-of-law principles. Any claims arising out of these Terms shall be filed and heard exclusively in a state or, in the event that the jurisdiction of a federal court is appropriate, federal district court sitting in the United States District Court for the District of Delaware. The Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply.

Miscellaneous

We may monitor, record, and use information about your Site and its users, such that a Member clicked through a Link from your Site before buying a product on our Marketplace. We may also investigate your Site to verify compliance with this Agreement.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, except that you may assign this Agreement, in whole or in part, to any of your affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment under this Agreement. You agree that we may assign and delegate our rights and obligations under this Agreement without limitation, including that we may engage third parties to provide Services on our behalf without notice or obligation to you. Subject to the foregoing, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates or subcontractors.

We may provide notice to you under this Agreement by posting to your Partner Portal or by email or by physical mail to the last known address in our records. You consent to such communications, with delivery deemed to occur when sent. You may change your e-mail addresses and certain other information through your Account. You must send all notices and other communications relating to us to the following email address: [email protected].

If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions to such extent and will not affect the validity and enforceability of any remaining provisions.

The terms "including," "such as, and "for example" mean "including without limitation." The term "discretion" means "sole discretion without obligation of good faith or otherwise."

This Agreement, including all Terms, represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Truly Free, Inc. is not a party to this Agreement or a provider of any Services.

Contact Us

Any questions you may have about our Terms can be directed to [email protected].

Changes to These Terms

We reserve the right, in our discretion, to update, change, or replace any part of these Terms, include incorporated external documents, by notifying you of any substantive updates at least 15 days before their effective date. If you do not agree with any of the updated provisions of these Terms, your sole recourse will be to terminate this Agreement and discontinue your status as a Partner and participation in the Partner Program and your use of all other Services. If you do not do so, your continued use of the Partner Program or any other Service constitutes your acceptance and agreement to the update, change, or replacement. We may also ask that you confirm your acceptance and agreement, but doing so does not limit or revoke your acceptance and agreement by use.