EHUNGRY AFFILIATE AGREEMENT
Last updated: April 4, 2021
eHungry offers a service that facilitates online ordering between food service businesses and their customers (the “Service”). eHungry allows individuals to promote and market the Service to one or more restaurants or food service businesses (each a “Restaurant”) in accordance with the terms outlined below (“Affiliate Program”).
The following terms and conditions form a legal agreement between you as the affiliate partner (“you” or “Affiliate”), and Order Online, Inc., a North Carolina corporation (“eHungry” or “we”), and applies to all access and use of the Service in connection with the Affiliate Program.
BY REGISTERING TO PARTICIPATE IN THE AFFILIATE PROGRAM AND BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THESE AFFILIATE TERMS & CONDITIONS, AS WELL AS EHUNGRY’S TERMS OF SERVICE AND PRIVACY POLICY, WHICH ARE INCORPORATED BY REFERENCE.
1. Eligibility & Registration
1.1 Eligibility. Affiliates must be at least 18 years old in order to participate in the Affiliate Program. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to these terms and conditions. eHungry assumes no responsibility or liability for any misrepresentation of your age.
1.2 Registration. To participate in the Affiliate Program, you must register through eHungry’s Affiliate Signup, available at https://order.ehungry.com/affiliate/?form=signup. eHungry reserves the right, in its sole discretion, to accept or reject any application for participation in the Affiliate Program for any reason.
2. Affiliate Program Overview & Commissions
2.1 Affiliate Link. Upon approval of your registration, we will provide you with a specific link that will be used to identify your Affiliate account ("Affiliate Link"), and will send prospective Restaurants to the eHungry website to sign up for the Service. You will be eligible to receive commissions for Qualified Restaurants (as defined below) who sign up for the Service through your Affiliate Link.
"Qualified Restaurants" means new eHungry clients referred by you who: (1) click on your Affiliate Link; and (2) sign up for the Service as a Restaurant within thirty (30) days of clicking on your Affiliate Link; (3) maintain an active account with eHungry for a minimum of sixty (60) days, and (4) is not a Restaurant you have ownership in or management of. Or, in lieu of 1 and 2, if you send the restaurant contact information and any other required information to support@ehungry.com and us in advance of the restaurant sign up that they are being referred by you.
2.2 Revenue Share. You will be eligible to receive as commissions a portion of the Net Fees eHungry collects based on the Total Monthly Orders of all Qualified Restaurants (“Revenue Share”). The Revenue Share shall be calculated according to the following table based on actual orders processed for all Qualified Restaurants each month:
|
Tier |
Total Monthly Orders |
eHungry’s Net Fees |
Revenue Share Percentage |
|
1 |
$0 - $5,000 |
1.9% of Total Monthly Orders
|
10% of Net Fees |
|
2 |
$5,001 - $25,000 |
15% of Net Fees |
|
|
3 |
$25,001 - $100,000 |
20% of Net Fees |
|
|
4 |
$100,001 - $500,000 |
25% of Net Fees |
|
|
5 |
$500,001 - $1,000,000 |
30% of Net Fees |
|
|
6 |
> $1,000,000+ |
Call to discuss |
Total Monthly Orders means the gross total of all online orders processed by eHungry for all Qualified Restaurants in a given month.
Net Fees means the processing fees eHungry receives as a result of providing the Service to Qualified Restaurants. eHungry currently collects 1.9% of the Total Monthly Orders from Restaurants.
For the sake of clarity, if you sign up 5 Qualified Restaurants, and the combined Total Monthly Orders of the Qualified Restaurants equals $30,000 in a given month, then your Revenue Share for that month would be equal to 20% of the Net Fees for that month for a total of $114 ($30,000 x 1.9% = $570 x 20% = $114). If you signed up 10 more Qualified Restaurants the next month, and the combined Total Monthly Orders of all 15 Qualified Restaurants equals $110,000, then your Revenue Share for that month would be equal to 25% of the Net Fees and $522.50 ($110,000 x 1.9% = $2,090 x 25% = $522.50).
2.3 Commissions Payment Process. You will not be entitled to any payment until your total Revenue Share equals at least $25.00. The Revenue Share will be paid on a quarterly basis, will be paid in US Dollars, and may be made via check or electronic payment. You are responsible for paying all applicable fees associated with accepting payments, including but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees. You must provide eHungry with a completed Form W-8 or W-9, as requested by eHungry in order to receive any commissions. You are responsible for any and all tax liabilities, including, without limitation, income tax liabilities, that arise from or in any way relate to any commissions paid out to you by eHungry.
2.4 Marketing Expenses. You are solely responsible for all costs and expenses that you incur related to marketing and promoting the eHungry Service or otherwise participating in the Affiliate Program. eHungry will not be obligated to reimburse any Affiliates for any marketing or other expenses related to participation in the Affiliate Program.
2.5 Automatic Termination. If you have not recruited a new Qualified Restaurant for six (6) consecutive months OR if you recruit fewer than 4 Qualified Restaurants in a calendar year, then your participation in the Affiliate Program will be automatically terminated and your Affiliate Link will be deactivated, effective as of the 1-year anniversary from the date the last Qualified Restaurant signed up using your Affiliate Link. You will no longer be eligible to receive any additional Revenue Share after any such automatic termination.
2.6 Affiliate Program Changes. eHungry may, in its sole discretion, change, modify, and/or eliminate the Affiliate Program or any term related to the Affiliate Program, including the terms related to commissions and commission payments, at any time and without notice. However, we will take reasonable steps to provide prior notice whenever possible. Any changes that impact commissions and commission payments will take effect 60 days after we provide notice of such changes.
3. Affiliate Program Rules & Restrictions
3.1 Restricted Activities. Affiliates are expected to participate in the Affiliate Program in a lawful, responsible, and ethical manner. You may not use the Affiliate Program for any unlawful purpose, or in a manner that could damage the Service (as defined in eHungry’s Terms of Service), or eHungry’s websites, technology, or general business and reputation. You further agree that you will not:
- Engage in any marketing activity that may harm the reputation or credibility of eHungry, including using low-quality marketing materials, or advertising via a website or in any other manner that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal activities, or violates the intellectual property or other rights of a third party;
- Harass, abuse, or threaten others or otherwise violate any person's legal rights;
- Violate any intellectual property rights of eHungry or any third party;
- Upload or otherwise disseminate any computer viruses or other software that may damage any property of eHungry, any Restaurant, or any third party;
- Use or participate in the Affiliate Program in a fraudulent or deceptive manner, or in a manner that suggests or implies that Affiliate is eHungry, is an employee or representative of eHungry, or that any of Affiliate’s marketing communications are being sent directly by or on behalf of eHungry;
- Unlawfully gather or use any restricted, confidential, or personal information in connection with the Affiliate Program;
- Send any email or communication in violation of applicable law, including without limitation, the California Consumer Privacy Act, federal CAN-SPAM Act, Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act;
- Engage in any other activities or otherwise use or participate in the Affiliate Program in a manner that violates any other applicable laws, rules, or regulations;
- Violate any other restrictions or engage in any other prohibit conduct as described in eHungry’s Terms of Service.
3.2 Affiliate Responsible for Legal Obligations. You are solely responsible for ensuring that your participation in the Affiliate Program, and any marketing and promotion activities in which you engage, complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights and privacy rights. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to participation in the Affiliate Program.
3.3 Investigation & Cooperation by eHungry. eHungry reserves the right to investigate complaints or reported violations of these Terms and Conditions or eHungry’s Terms of Service. eHungry also reserve the right to take any action is deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities.
3.4 Termination. Notwithstanding anything else in these Affiliate Program Terms and Conditions, eHungry may, in its sole discretion, for any reason or no reason, terminate your participation in the Affiliate Program at any time, with or without notice. Without limiting the foregoing, eHungry reserves the right to terminate your participation in the Affiliate Program and not pay any Revenue Share if you breach or violate any of these Affiliate Program Terms and Conditions; if you breach or violate any of eHungry’s Terms of Service; or if you engage in any conduct that eHungry deems to be illegal, improper, unfair, or otherwise adverse or detrimental to eHungry. You may terminate your participation in the Affiliate Program at any time by discontinuing use of your Affiliate Link. Upon termination, all rights granted to you shall immediately terminate, and you will forfeit any and all unpaid Revenue Share.
4. Indemnification. You agree to defend, indemnify, and hold harmless eHungry its present and future officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions.
5. Limitation of Liability.
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EHUNGRY, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THE SITES, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EHUNGRY SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EHUNGRY SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, EHUNGRY’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS YOUR EARNED OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S), UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
6. Miscellaneous
6.1 Relationship of the Parties. Neither these Terms and Conditions, nor your participation in the Affiliate Program creates any employment, independent contractor, agency, partnership, franchise, or joint venture relationship between you and eHungry. No exclusive relationship is formed between Affiliate and eHungry by these Terms and Conditions or otherwise.
6.2 Entire Agreement, Severability, No Waiver. These Terms and Conditions and eHungry’s Terms of Service constitute the entire understanding between the parties with respect to the Affiliate Program. In the event of a conflict between eHungry’s Terms of Service and these Affiliate Terms and Conditions, these Terms and Conditions govern. If any provision of these Terms and Conditions is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision of these Terms and Conditions or eHungry’s Terms of Service shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
6.3 Assignment. Reseller may not assign or transfer its rights or delegate its obligations under this Reseller Agreement without eHungry’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void.
6.4 Modification & Updates. eHungry may review and update these Affiliate Terms and Conditions at any time in our sole discretion, and it is your responsibility to become aware of those changes. All changes are effective immediately when posted. Your continued participation in the Affiliate Program following the posting of revised Terms and Conditions means that you accept and agree to the changes which are binding on you, so please check this webpage periodically for updates.
6.5 Governing Law. These Affiliate Terms & Conditions shall be governed by the laws of the state of North Carolina without giving effect to principles of conflicts of law. Any action arising out of or relating to these Terms of Service shall be filed only in the state or federal courts located in the County of New York in the State of New York, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
6.6 Contact Us. Feel free to contact us using the information below if you have any questions regarding the Affiliate Program or these Terms & Conditions
Email address: info@ehungry.com
Postal address: 8480 Honeycutt Rd. Suite 200 Raleigh, NC 27615
Phone: (888) 439-2246