Priority Tire Affiliate Program

Affiliate agreement

PRIORITY TIRE AFFILIATE PROGRAM AGREEMENT

Thank you for your interest in becoming an affiliate in the Priority Tire Affiliate Program. Priority Tire, Inc. (referred to herein as "Priority Tire") is located at 1750 Airport Road, Suite 102, Jacksonville, Florida, 32218. As used in this Agreement, "we" or "us" also refers to Priority Tire and "you" or "your" means the Affiliate.

By clicking "I Agree" at the bottom of the page, you agree with the Affiliate Program’s Terms and Conditions. After you agree to the Terms and Conditions, you will be prompted to submit a complete Affiliate Application. We will evaluate and notify you of your acceptance or rejection by email. We may reject your application at our discretion for any reason at all or no reason at all. If we reject your application, you may reapply, at which time we will review your application again.

ACKNOWLEDGEMENTS

• Affiliate owns or maintains a consumer-oriented website (the "Affiliate Site");
• Priority Tire owns and maintains www.PriorityTire.com which, inter alia, strives to provide exceptional new tires for sale at the lowest prices possible (“Priority Tire Site”);
• Affiliate will embed a link or links to the Priority Tire Site on Affiliate’s Affiliate Site so that the Affiliate Site’s users may have convenient access to the Priority Tire Site and/or certain product listings therein.

TERMS AND CONDITIONS

In consideration of the mutual promises set forth herein and for other valuable consideration, the parties agree as follows:

1. VOID WHERE PROHIBITED

The Priority Tire Affiliate Marketing Program is void in states where such programs are prohibited. Residents of such states, including the State of Missouri, may not participate in Priority Tire’s Affiliate Marketing Program.

2. PRIORITY TIRE PRODUCT LISTS

You will select one or more specific Priority Tire products to list on the Affiliate Site. For each selected Priority Tire product, you will display on the Affiliate Site the Priority Tire product's title, a short description, review, or other reference. You will not include pricing information and will not make any representations or warranties regarding the products. You will be solely responsible for the content, style, and placement of these references. You will use a Qualifying Link, provided by Priority Tire for each Priority Tire product reference on the Affiliate Site to the corresponding Priority Tire product detail page on the Priority Tire Site. “Qualifying Links” are those links, supplied or approved by Priority Tire, embedded in the Affiliate Site, directing consumers to certain Priority Tire products or promotions. Each Qualifying Link will connect directly to a single item in the Priority Tire Site. You may add, change or delete Priority Tire Products (and related Qualifying Links) from your site at any time.

3. AFFILIATES SHALL NOT INCLUDE PRICING, WARRANTIES AND POLICIES ON THEIR WEBSITES

Priority Tire does not allow Affiliates to utilize prices, or to make representations, as to warranty and policy agreements regarding Priority Tire’s Products and Services.

Priority Tire shall have the sole responsibility and right to process orders made by Customers. Affiliates acknowledge that all agreements regarding purchases made by Customers will be strictly between Customers and Priority Tire. Product prices will be determined by Priority Tire at its discretion. Stock availability and product prices may vary. Because price changes can affect Priority Tire products that Affiliates have linked in their Affiliate Sites, Affiliates may not utilize prices and pricing information in their product descriptions. Priority Tire strives to represent accurate product information to a commercially reasonable level, but the availability and price of Priority Tire products are not guaranteed.

4. SHAREASALE

Priority Tire’s Affiliate Program operates on the ShareASale network. ShareASale will send payment for the correct amount of referral fees on the Twentieth (20) day of every month, for the previous month’s commissions (unless the Merchant has opted for an extended lock date). Commissions that Affiliates earn in January of 2022, for example, are eligible for payment on February 20, 2022. If the 20th day of the month falls on a weekend, payments are sent out on the following Monday. If referral fees payable to Affiliate for any calendar month are less than $50, ShareASale reserves the right to withhold those referral fees until the total amount due is at least $50, or until the Agreement is terminated.

5. AFFILIATES ARE NOT REPRESENTATIVES OR AGENTS OF PRIORITY TIRE

Affiliates agree not to represent or appear to represent any policies or warranties concerning Priority Tire, the Priority Tire Site, any Priority Tire products or services, or various Priority Tire policies, except for the ones explicitly authorized in this Agreement or through writing by Priority Tire. Similarly, the term “Affiliate” shall be read and construed narrowly to mean a participant in the Affiliate Program and not an agent, employee, contractor, subsidiary or partner of Priority Tire.

6. AFFILIATES ARE RESPONSIBLE FOR THEIR OWN CONTENT

Affiliates are solely responsible for the development, operation, materials appearing on and maintenance of their Affiliate Sites. This includes, without limitation: (a) the technical operation of the Affiliate Site and all related equipment and tools; (b) creating and posting Priority Tire product Qualifying Links on their Affiliate Sites and linking those Qualifying Links to the Priority Tire Site; and (c) the accuracy and appropriateness of the materials posted on or incorporated into their Affiliate Sites which includes (among other aspects) all material related to Priority Tire products.

7. WHAT IS INCLUDED IN THE “UP TO 7%” COMMISSION OF THE TOTAL PRICE OF THE TIRE(S), AND WHAT IS NOT

Priority Tire agrees to pay to Affiliates a referral fee of up to Seven Percent (7%) of a sale if Priority Tire makes a completed sale of a Priority Tire product to a customer routed to the Priority Tire Site (“Customer”). The referral fee will be paid only if that Customer has come to the Priority Tire Site and purchased a Priority Tire Product through a Qualifying Link from the Affiliate Site.

Referral fees will be determined based on the cumulative amounts collected by Priority Tire, excluding amounts collected for sales taxes, duties, packaging, shipping, handling, coupons, discounts, credit card fees and similar charges, amounts due to credit card fraud and bad debt, and credits for returned products. For all excluded amounts, Priority Tire will provide complete documentation to the Affiliate for review (if requested).

8. 7 DAY VALIDITY FOR COOKIES AND AVOIDING DOUBLE PAYMENT

Priority Tire will only pay a commission to the Affiliate if the customer uses the Qualifying Link from the Affiliate’s Affiliate Site within the Timeframe. The Timeframe is the period starting from a customer’s initial contact with the Priority Tire Site using a Qualifying Link from the Affiliate’s Affiliate Site and ending 7 days afterwards. Priority Tire will use cookies to store a customer’s identification during the Timeframe. Priority Tire shall not be responsible for paying a commission to an Affiliate on sales that Priority Tire cannot associate with a specific customer (e.g. customer’s browser does not accept cookies).

Priority Tire will not pay referral fees on Priority Tire products ordered via a link from a different page or website to the Priority Tire Site (instead of using the Qualifying Link), even if the Customer previously followed the Qualifying Link from the Affiliate Site to the Priority Tire Site.

If a transaction or purchase is finalized by a customer who has followed two or more Qualifying Links to the Priority Tire Site from various Affiliates, not all Affiliates will receive a commission. In such cases, only the Affiliate whose Qualifying Link was the last used will receive the referral payment. The other Affiliates shall not be eligible for commission.

9. LOGOS AND TRADEMARKED MATERIALS RIGHT AND USES

Each party to this Agreement represents that it owns - or has the right to use or sublicense – and preserves all rights, titles, and interests in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, which will be used in connection with links to the other party’s website, as provided for in this Agreement, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently utilized or which may be developed and/or utilized by the party in the future.

Priority Tire grants the Affiliate a revocable, nonexclusive, worldwide, royalty-free license to use, reproduce and transmit the name, logo, trademarks, service marks, trade dress and proprietary technology, as determined in this Agreement, on the Affiliate Site only to create links from the Affiliate Site to the Priority Tire Site. Except as specifically defined in this Agreement or permitted by applicable law, Affiliates may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliates may not sublicense, assign, or transfer any such licenses for the use of the same, and any such attempts to sublicense, assign, or transfer is void. Affiliates shall remove such names, logos, trademarks, service marks, trade dress and proprietary technology immediately from the Affiliate Site upon termination of this Agreement.

10. TM+ PPC LICENCE AND COUPON CODE USAGE

As of June 1, 2023, we suspended the license for TM+ PPC (Trademark + Pay-Per-Click) bidding practice for our affiliates. Affiliates are kindly requested to refrain from engaging in TM+ PPC bidding activities related to our brand / trademark. This means that affiliates should avoid bidding on our brand term + variations (Priority Tire Promotion, Priority Tire Special Sale, Priority Tire Coupons, Priority Tire Coupon Codes, Priority Tire Discount, Priority Tire Code, etc.) in their PPC advertising campaigns and ensure that all their promotional efforts are in accordance with this policy. Please note that non-compliance may result in loss of all still unpaid affiliate commissions.

As of July 1, 2023, going forward, only orders with dedicated affiliate coupon codes (which will be distributed through our newsletter or via a direct agreement with our affiliate partner), will be considered valid and recognized within our affiliate program. Please note that non-compliance may result in loss of all still unpaid affiliate commissions.

11. TERMINATION AT ANY TIME

Priority Tire and Affiliate may terminate this agreement at any time for any reason by providing notice to the other in writing. Upon termination, Affiliate must immediately purge the Affiliate Site of any link or reference to Priority Tire. Subject to the terms of paragraph 4, ShareASale will pay to Affiliate all referrals due and owing upon termination. Disclaimers, indemnifications and rights with regard to intellectual property shall survive termination.

12. USE OF CONFIDENTIAL INFORMATION

The terms of Priority Tires’ Privacy Policy govern and are incorporated herein. That policy can be found here. Any areas in which the Affiliates’ policy or procedure regarding confidential information conflicts with Priority Tire’s policy, Priority Tire’s Privacy Policy shall govern.

13. REPRESENTATIONS

Each party, to the best of its knowledge, represents to the other that: (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious computer programming routines.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN MANUFACTURERS PROVIDE A TREADLIFE AND/OR MILEAGE WARRANTY. THE TREADLIFE AND/OR MILEAGE WARRANTIES ARE DESCRIBED AS ACCURATELY AS POSSIBLE BASED ON THE INFORMATION PROVIDED TO THE PUBLIC TO USE BY TIRE MANUFACTURERS. PRIORITY TIRE LLC DOES NOT PROVIDE ANY TREADLIFE WARRANTY OR MILEAGE WARRANTY ON ITS PRODUCTS. PRIORITY TIRE LLC DOES NOT HONOR, ENDORSE, ASSUME, OR OTHERWISE PROMOTE THE TREADLIFE AND/OR MILEAGE WARRANTIES PROVIDED BY MANUFACTURERS. PRIORITY TIRE LLC SELLS TIRES STRICTLY “AS IS”.

14. INDEMNIFICATION

Each party now agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations in this Agreement, provided that the indemnified party promptly notifies the indemnifying party in writing of any such claims. The indemnifying party shall have the sole right and obligation to defend such claims at its own expense. The indemnified party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE OR OBLIGATED UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND OUR AFFILIATE PROGRAM NETWORK WILL NOT EXCEED THE TOTAL REFERRAL FEES AND COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. GENERAL

No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse is in writing and is executed by the party against whom such waiver or excuse is claimed.

Neither party shall have any authority to obligate or bind the other in any respect. Despite anything to the contrary, this Agreement does not and shall not be deemed to form a partnership or joint venture between the parties and neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other.

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Pennsylvania without regard to conflict of law provisions. Any action to enforce or interpret this Agreement shall be brought in the federal or state courts located in Pennsylvania.

All official correspondence, notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered via United States registered mail, return receipt requested, postage prepaid, to the respective addresses as set forth above. For Priority Tire, Affiliate shall address this communication to the attention of Priority Tire LLC. Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address to the other party in the manner set forth.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. If any portion of this Agreement is invalid or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect.

Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other party and any such attempt shall be void.

This Agreement contains the entire understanding of the parties regarding its subject matter. We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email and a change notice will be posted on the Priority Tire Site. Modifications may include, but are not limited to, changes to the scope and schedules of referral fees and linking rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation as an Affiliate following our posting of a change notice or new agreement will constitute your binding acceptance of the change.

The Priority Tire Affiliate Marketing Program is void in states where such programs are prohibited. Residents of such states, including the State of Missouri, may not participate in Priority Tire’s Affiliate Marketing program.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AS AN AFFILIATE AND PRIORITY TIRE. BY CLICKING ON THE "I AGREE" BUTTON AT THE END OF THIS AFFILIATE PROGRAM AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HERE AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS.

SELECT AGREE TO THESE TERMS BELOW IF YOU ARE NOT A RESIDENT OF MISSOURI, OR ANY OTHER TERRITORY WHEREIN THIS PROGRAM IS PROHIBITED, AND WOULD LIKE TO APPLY.