THESE AFFILIATE TERMS AND CONDITIONS (the “Agreement”) constitutes an agreement between Spoonful of Comfort LLC (“Company”) and you (“Affiliate”) (collectively as the “Parties”) that governs Affiliate’s participation in the Company’s affiliate program (the “Affiliate Program”). 

AFFILIATE AGREES THAT AFFILIATE HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR ALL TERMS AND CONDITIONS HEREIN. THIS AGREEMENT IS SUBJECT TO CHANGE AND AFFILIATE WILL BE NOTIFIED OF SUCH CHANGES. CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM OR ANY USE OF THE AFFILIATE LINK AFTER AN UPDATE TO THIS AGREEMENT CONSTITUTES AFFILIATE’S AGREEMENT TO SUCH CHANGES.

USE OF AFFILIATE’S INFORMATION IS SUBJECT TO COMPANY’S PRIVACY POLICY WHICH IS HEREBY INCORPORATED BY REFERENCE. 

Affiliate Program Terms. To begin the enrollment process, Affiliate will complete and submit its application to the Company Affiliate Program, (the “Application”). Upon submission of Affiliate’s Application, Affiliate will be able to log in to the affiliate portal and receive Affiliate’s unique affiliate links and start promoting Company’s products using Company approved assets (the “Assets”).  Affiliate is only allowed to promote Company products using the Assets and may not use the Assets for any other purpose.  The fact that Company may auto-approve applications does not imply that Company may not re-evaluate Affiliate’s application at a later time. Company may reject Affiliate’s application and terminate this Agreement in Company’s sole discretion at any time. Company may cancel Affiliate’s application or participate in the Affiliate Program if Company determine that Affiliate’s sites are unsuitable for Company’s Affiliate Program or any other reason in Company’s sole discretion. 

For each Referral, Affiliate will receive the compensation set forth in Section 2 of this Agreement. A Referral is defined as each instance where a unique third party user, using Affiliate’s unique referral link (the “Affiliate Link”), purchases certain products from https://www.spoonfulofcomfort.com/ (the “Website”) within thirty (30) days after first accessing the Affiliate Link. Company uses “last click” tracking. This means that if a customer was referred by another affiliate weeks, months, or even years ago, but then clicks on Affiliate’s link and makes a new purchase, Affiliate will receive commissions for this new order instead of the original referrer, and will receive lifetime commissions on that customer’s future purchases for as long as that customer isn't referred by some other affiliate.

It is within Company’s discretion for which products Affiliate shall receive an affiliate link.  Affiliate may share the Affiliate Link with Affiliate’s audience, via Affiliate’s electronic mailing list or posted only on Affiliate’s website or social media accounts as identified in Affiliate’s Application.  Affiliate will distribute and publish the Affiliate Link in compliance with this Agreement to obtain Referrals.  Affiliate is required to, and hereby agrees to, clearly and conspicuously post a notice that complies with the Federal Trade Commission (“FTC”) Disclosure guidelines when publishing or sharing the Affiliate Link.

Affiliate agrees to not use the Affiliate Link for any unlawful purpose or for any purpose prohibited under this Agreement. Affiliate further agrees to not use the Affiliate Link: 

1. In any way that could damage the Company’s websites, products, services, or generally the business of the Company;


2. In violation of any statutes, regulations or guidelines set forth by the Federal Trade Commission;


3. In violation of any data privacy and security law and regulations;


4. To harass, abuse, or threaten others or otherwise violate the legal rights of others; 


5. To violate the rights of Company’s IP or the IP of any third party;


6. Upload or disseminate computer viruses, malware, or other software that may damage the property of a third party; 


7. To perpetrate fraud or any misrepresentations;


8. To engage in or create an unlawful sweepstakes;


9. To publish or distribute obscene, defamatory, or discriminatory material; 


10. To unlawfully gather information about others;


11. In connection with illegal SPAM activities including sending mass commercial emails; 


12. In violation of any terms and conditions set forth by any applicable platforms; and


13. To purchase products on Affiliate’s own behalf

Compensation. Company will pay Affiliate percent of the revenue, not including shipping and handling charges, actually paid and received by Company, from a Referral’s purchase (the “Affiliate Referral Fee”). Company will pay Affiliate for all accrued Affiliate Referral Fees on a quarterly basis, and payment will be issued within thirty (30) days after close of the preceding quarter. Company reserves the right to deduct from any payment, any Affiliate Referral Fees that were paid to Affiliate for any Referrals which were subsequently issued a refund, chargeback or otherwise were not received.

Affiliate Referral Fee Report. Each payment to Affiliate will include a report indicating the Referrals for which Affiliate is receiving an Affiliate Referral Fee. Referrals will be tracked by Company via Refersion. This is the sole basis by which Referrals will be determined and accounted for. Affiliate will only be compensated for Referrals that are attributed to the Affiliate via Refersion. 

Term and Termination.  This Agreement shall be in full force and effect as of the date Affiliate submits its Application to Company and shall continue in perpetuity unless termination occurs as set forth herein.  This Agreement may be terminated, postponed, or delayed, in whole or in part, with or without cause by either party at any time upon written notice to the other party. Company will be responsible for payment of all Affiliate Referral Fees earned through the termination date provided Affiliate is not in breach of this Agreement.  In the event Affiliate fails to comply with the terms of this Agreement, Company shall immediately terminate this Agreement and shall provide notice to Affiliate of the term of which Affiliate failed to comply.  Company will not be responsible for payment of any Affiliate Referral Fees accrued after said notice is sent.

Exclusivity. This Agreement does not create an exclusive relationship between Company and Affiliate. Affiliate may enter into affiliate agreements with other companies, provided the companies are not competitors of Company, in Company’s sole discretion. 

Confidentiality.  The Parties agree that neither party shall authorize the other to disclose to any third party or use, other than for completion of the obligations hereunder, any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential information includes the terms of this Agreement, the business methods, business policies, business strategies, business plans, marketing and distribution plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.

Indemnification. Affiliate agrees to defend, indemnify, and hold Company, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of Affiliate’s action(s) under or related to this Agreement including breach of any term herein. 

Covenants, Warranties, and Representations. Each party hereby represents, warrants and covenants to the other party that it has the full right and authority to execute and perform this Agreement and its execution and performance of this Agreement will not conflict with, cause a default under or violate any existing contractual obligation that may be owed to any third party. Each party represents and warrants that neither it, nor any of its employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of the other party.  

Affiliate along with any of its employees or contractors, will not violate or infringe upon the rights of any third parties while carrying out their duties under this Agreement. Affiliate further represents and warrants that all information provided in the Application is accurate and complete. 

Intellectual Property.  Affiliate agrees that the Intellectual Property owned by the Company includes all copyrights, trademarks, trade secrets, patents and other intellectual property belonging to the Company, including but not limited to, the trademarks set forth in Exhibit A (the “Company’s IP”).  Company grants Affiliate the limited revocable right to use the Company’s IP in any material used by Affiliate to identify the Company on the Affiliate’s website, social media accounts, or emails, to send individuals the Affiliate Link. Affiliate must immediately delete and/or remove any use of Company’s IP at the direction of Company. Other than as provided in this Agreement, Affiliate will not use Company’s IP without Company’s express permission. This includes a prohibition of using Company’s IP in any domain name, keywords or advertising, or in metatags and code.  Affiliate hereby provides Company with a non-exclusive, revocable license to use Affiliate’s name, trademarks or service marks to advertise the Affiliate Program. 

Limitation of Liability. COMPANY WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY'S CUMULATIVE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE REFERRAL FEE PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE PRECEEDING TWELVE (12) MONTHS.

Force Majeure.  Company shall not be deemed in breach of this Agreement if Company is unable to fulfill any obligation hereunder or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, pandemic, death, illness, or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event beyond Company’s control (collectively “Force Majeure Event”).  Upon occurrence of a Force Majeure Event, Company shall give Affiliate notice of its inability to perform or of delay in completing such obligation and shall propose revisions to the schedule for completion.

Choice of Law and Jurisdiction.  This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. Jurisdiction of any and all disputes will lie in the state and federal courts sitting nearest Salt Lake County, Utah. Affiliate consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

Assignment.  This Agreement shall not be transferred or assigned, in whole or in part, or subcontracted to any third party, in whole or in part, by Affiliate without the express written consent of Company, which may be withheld in a Company’s sole discretion. 

Notice.  Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the contacts set forth below: 

To Company at:

Spoonful of Comfort LLC
2405 Orton Circle
Salt Lake City, UT 84119
Attn: Lark & Co

Email: [email protected]

To Affiliate: Any physical or email address provided to Company in the Application or otherwise. 

Relationship of the Parties. Nothing in this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship between Company and Affiliate. Affiliate is an independent contractor of Company. Affiliate is responsible for payment of any taxes associated with Affiliates income hereunder.  

Miscellaneous. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.  Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, limitations of liability and confidentiality obligations.

Any failure of Company to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of Company’s right to subsequently enforce and compel strict compliance or assertion of a remedy.  This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter. 

This Agreement was last updated on February 17, 2022.

USE OF AFFILIATE’S INFORMATION IS SUBJECT TO COMPANY’S PRIVACY POLICY WHICH IS HEREBY INCORPORATED BY REFERENCE: https://www.spoonfulofcomfort.com/policies/privacy-policy