High Mowing Affiliate Agreement
Effective Date: November 1, 2021
Please read this Affiliate Agreement (“Agreement”) carefully before you apply to join our Affiliate Program.
This Agreement describes how we will work together and other aspects of our business relationship. It is a legal document and we have tried to make it as readable as possible. These terms are important and you cannot participate in our Affiliate Program unless you agree to them.
The purpose of this Program is to permit you to advertise Products on your website and to earn advertising commissions for Qualifying Purchases should your application be accepted by us.
By applying to be a High Mowing Organic Seeds affiliate ("Affiliate"), you:
- Acknowledge and agree that these terms and conditions constitute an agreement between us and you upon your acceptance into the Program (the "Agreement");
- Represent and warrant that you are lawfully able to enter into this Agreement; and
- Acknowledge and agree that you, your agents, your employees and your contractors will remain in compliance with the terms and conditions of this Agreement.
The High Mowing Organic Seeds Affiliate Program and Agreement are professionally managed by ShareASale.com Inc. (“ShareASale”) as an affiliate network provider. High Mowing Organic Seeds is a merchant (“Merchant”) in the Program who desires to have affiliates (“Affiliates”) in the Program market, advertise, and promote the products of High Mowing Organic Seeds. The Program is intended to direct visitors of the Affiliate’s website to High Mowing Organic Seeds’ website.
As used in this Agreement:
"High Mowing Organic Seeds", "we", "us" or "our" refers to High Mowing Seeds, Inc. d/b/a High Mowing Organic Seeds.
"You" or "your" refers to the Affiliate.
"Our website" refers to the High Mowing Organic Seeds properties located at http://www.highmowingseeds.com/.
"Your website" refers to any website, web pages, social media platforms or other online services that you control and will link to our website.
“Affiliate Network Provider” refers to a company that provides services that enable payments to Affiliates based on terms and conditions
"Program" and "Affiliate Program" refer to the High Mowing Organic Seeds Program.
"Products" refers to any products sold or distributed by High Mowing Organic Seeds.
“Customer” refers to anyone, except you, that purchases Product, from us.
“Sub-Affiliate Network” refers to a company that offers services and support to both merchants and affiliates.
“Content” and “Creatives” include but are not limited to images, product names, product numbers, intellectual property, trade names, trademark terms, slogans, banners, graphics, designs and links.
"Qualifying Purchases" refers to purchases made when all of the following requirements are made:
- a customer clicks through a special link on your website to our website;
- during a single session that the customer adds a Product to his/her/their shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through; and
- the purchased Product is paid for by the customer.
"Trademark Terms " refers to “High Mowing Organic Seeds”, “High Mowing Seeds”, “High Mowing”, and any other terms that relate to our company name or brand.
The purpose of this Program is to permit you to advertise products on your website and to earn advertising commissions for Qualifying Purchases.
In order to apply for enrollment into the High Mowing Organic Seeds Affiliate Program (“the Program”), you must agree to ShareASale’s Affiliate Service Agreement and sign up as an Affiliate of ShareASale.com.
Please allow up to 30 business days for your application to be reviewed. We reserve the right to reject any application; however, we encourage you to contact us if you feel we have made an incorrect decision. Include all of websites that you plan to use in your profile.
All potential Affiliates must agree to High Mowing Organic Seeds’ terms and conditions described in this agreement. Upon acceptance of all registration requirements and notification to the potential Affiliate, this Agreement will become effective and the applicant will become a Program Affiliate. Applications may be rejected at any time for any reason by either ShareASale or High Mowing Organic Seeds.
This Agreement does not create an exclusive agreement between you and High Mowing Organic Seeds. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company.
Upon acceptance into the Program, you will be eligible to receive an Affiliate Commission (the "Commission") for the successful completion of Qualifying Purchases. A "Qualifying Purchase" occurs when a Customer (not you) clicks-through the link, supplied by us to you, to our website and successfully completes a purchase for which High Mowing Organic Seeds receives and retains payment.
To be a Qualifying Purchase, the sale must be completed by a Customer that is physically located in the United States and Canada. The current rates of Commission shall be set forth in the High Mowing Organic Seeds affiliate program located on the ShareASale affiliate website. We reserve the right to modify the Commission rate from time to time, at our sole discretion. High Mowing Organic Seeds is responsible for authorizing Commission payments and ShareASale will be solely responsible for fulfilling and transferring all Commission payments in accordance with the ShareASale Agreement. All Commission payments will be managed and sent via ShareASale’s payment methods and schedule.
High Mowing Organic Seeds will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to us, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
Responsibility for Your Website
You hereby represent and warrant that you will be solely responsible for your website, its operation and maintenance and all data, content and materials that appear on or within them.
High Mowing Organic Seeds will have no liability for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to:
- your website or any data, content or materials that appear on your website;
- the use, development, design, manufacture, production, advertising, promotion or marketing of your website;
- your use of any content; and
- your violation of any term or condition of this Agreement.
Your participating website(s) may not:
- Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
- Violate or be used to violate any law, rule or regulation.
- Contain any content that is hateful, tortious, defamatory, slanderous or libelous.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
- Promote violence, illegal activities, illegal drugs, firearms/weapons, or the use of any foregoing.
- Promote any activities that may appear to be unsafe, dangerous or unlawful.
- Communicate messages or images inconsistent with the images and goodwill with which High Mowing Organic Seeds wishes to be associated with.
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to or may damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate Commissions from another website.
- Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to our website, user accounts, or the technology and equipment supporting our website.
- Violate any of our policies.
Affiliates found in violation of these restrictions will be immediately terminated from the Program with any unpaid commissions forfeited.
Linking to Our Website
Upon acceptance into the Program, links will be made available to you through the ShareASale Affiliate interface. When linking to our website, you agree:
- You will only use linking code obtained from the Affiliate interface without manipulation.
- All domains that use your Affiliate link must be listed in your Affiliate profile, which can be found on the My Settings page in your ShareASale account.
- Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
- You may not engage in cookie stuffing or include pop-ups or false or misleading links on your website. In addition, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
- Your website may not use redirects to bounce a click off a domain from which the click did not originate in order to give the appearance that it came from that domain.
Affiliates found in violation of these restrictions will be immediately terminated from the Program with any unpaid commissions forfeited.
Promoting High Mowing Organic Seeds through a Sub-Affiliate Network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Affiliates and Sub-Affiliate Networks must ensure that all sub-affiliates promoting the High Mowing Organic Seeds program adhere to our Agreement with you. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-Affiliate Networks must also receive approval from us prior to allowing any type of coupon sub-affiliate to promote the High Mowing Organic Seeds program.
Failure to comply with our Sub-Affiliate Network terms may result in a loss and/or reduction of your commission from sales made through any sub-affiliate of yours that does not comply with our program terms and could lead to termination of this Agreement.
No Deceptive Practices
If you engage in deceptive practices, such as redirecting links by sending users indirectly to our website via an intermediate site or website and without requiring a user to click on a link or take some other affirmative action on that intermediate site or website, we may at our sole discretion void your current and past commissions or set your commission level to 0%. We may also, at our sole discretion, terminate this Agreement.
Pay per Click Guidelines
When participating in Pay Per Click ("PPC") advertising, you must adhere to our PPC guidelines as follows:
- You may not bid on any of our Trademark Terms including any variations or misspellings thereof, for search, display or content based campaigns on advertising networks, search services, or similar services, including but not limited to Google, Bing, MSN or Yahoo, Facebook, Instagram, TikTok or any other network or platform.
- You may not use our Trademark Terms in sequence with any other keyword, such as in the case of High Mowing Organic Seeds Coupons, where Coupons is the other keyword.
- You may not use our Trademark Terms in your ad title, ad copy, display name or as the display URL.
- You may not directly link to our website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on your website.
- You may not bid in any manner appearing higher than High Mowing Organic Seeds for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our Trademark Terms from your program and we strongly suggest you add our Trademark Terms as negative keywords. We have a strict no-tolerance policy on PPC trademark bidding. You will forfeit, at minimum, all commissions from the past 30 days and your commission will be set to 0% without warning if you engage in PPC bidding that uses our Trademark Terms. We reserve the right to add additional terms to our Trademark Terms at any time, and this Agreement applies to the use of any such additional Trademark Terms.
If your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows or you will be subject to removal from the Program:
- You may only advertise coupon codes that are provided to you through the Affiliate Program or our Affiliate Network, (i.e. ShareASale) or that are displayed on our public website.
- You may only display coupons in their entirety with the full offer, valid expiration date and code.
- You may not post any information about how to work around the terms and conditions of a coupon/promotion (e.g., describing how existing customers can qualify as a first time customer to benefit from an offer to first time customers only).
- You may not use any technology or technique that conceals or obscures the coupon code such that only an Affiliate click will reveal the code(s).
- You may not advertise coupon codes obtained from our non-Affiliate advertising materials, e-mail marketing materials, paid search campaigns, or any other marketing or campaign.
- You may not give the appearance that any offer requires clicking from your website in order to redeem. For example, if orders over $100 on our website have a 10% discount, you may not turn this into an offer that implies that the customer must click from your website to get this offer.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
Compliance with Laws
In connection with your participation in the Program, you agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you, including without limitation laws (federal, state or otherwise) that govern marketing e-mail, telephone calls and text messages.
You shall include a disclosure statement within any and all pages/posts where affiliate links for our Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received product for free from High Mowing Organic Seeds for review, this also must be clearly stated in your disclosure.
FTC's ADVERTISING DISCLOSURE REQUIREMENTS
- Disclosures must be located as close as possible to the claims.
- Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g., the disclosure should be visible before the jump).
- Pop-up disclosures are prohibited.
You shall comply with all FTC guidance and regulations related to advertising disclosure requirements. For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; and the FTC's Endorsement Guidelines at business.ftc.gov/advertising-and-marketing/endorsements.
Your use of any of our Trademark Terms as part of the domain or sub-domain for your website is strictly prohibited e.g., highmowingseeds.website.com or www.highmowingseeds-coupons.com, etc.
Advertising & Publicity
You shall not create, publish, distribute, or print any written or visual material that makes reference to our Program without first submitting that material to us at email@example.com and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
- Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws.
- Comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.
- E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of High Mowing Organic Seeds.
- As noted above, submit e-mail content to us at firstname.lastname@example.org for approval in advance of distribution.
Creatives, Content & Intellectual Property
All Creatives and Content made available to Affiliates through this Program are the property of High Mowing Organic Seeds. Affiliates may only use High Mowing Organic Seeds’ Ccreatives and Ccontent as specified in this document, or through the Program. If the Affiliate has any concern about the appropriate use of any Content, Creatives or intellectual property, the Affiliate should contact High Mowing Organic Seeds immediately at email@example.com.
Limited License to Use High Mowing Organic Seeds’ Creatives, Content & Intellectual Property
After meeting all of the requirements for membership into the Program, the Affiliate shall be granted a limited, revocable, non-transferable, non-exclusive license to use in the United States and Canada those Creatives, Content, and intellectual property that High Mowing Organic Seeds specifically provides to the Affiliate under this Agreement.
During the term of this Agreement, in the event that we make our Content and Creatives available to you, you may use our Content and Creatives as long as you follow the usage requirements listed here. You must: (i) only use the Content and Creatives that we make available to you, without altering them in any way; (ii) only use our Content and Creatives in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our Content and Creatives in a misleading or disparaging way; (ii) use our Content and Creatives in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our Content and Creatives in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Affiliates found in violation of these restrictions will be immediately terminated from the Program with any unpaid commissions forfeited.
Promotion on Facebook, Instagram, Twitter, TikTok and other social media platforms is permitted following these general guidelines:
- You are allowed to promote offers to your own lists; more specifically, you are welcome to use your Affiliate links on your own Facebook, Instagram, Twitter, TikTok, etc. pages. For example: You may post, "10% off sale at High Mowing Organic Seeds through Wednesday with code PROMO10.", if such program is in place at the time you post it.
- You are prohibited from posting your Affiliate links on High Mowing Organic Seeds Facebook, Instagram, Twitter, TikTok, etc. company pages in an attempt to turn those links into Affiliate sales.
- You are prohibited from running advertisements on our social media platforms using the Trademark Terms.
The Affiliate shall:
- Actively participate in the Program by accessing and using promotional Links via the ShareASale website.
- Agree to be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement including:
a. the development, operation and maintenance of your website;
b. all materials that appear on your website and the accuracy and appropriateness of such materials;
c. ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
d. ensuring that your website and your business practices do not violate this Agreement.
- You agree to keep your application with the ShareASale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the websites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
- You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our website, that a visitor to our website is visiting your website or that High Mowing Organic Seeds endorses you or your website or your products and services in any way (for example, you are agreeing not to ”frame” any pages or portions of our website).
- High Mowing Organic Seeds is not obligated to make any representations, warranties or other statements concerning you, your website, your website policies or any of your products or services.
Operations Outside the United States
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
Reversal & Communication Policy
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be connected to a violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- Your responses are intentionally vague, not forthcoming or are found to be untrue.
- You are not responsive to our requests within 10 business days and after multiple attempts to contact you using the information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above are applicable, we reserve the absolute right to reverse orders, set your commission to 0%, suspend or terminate you from the Program for the period or orders in question or terminate this Agreement. We know that many violations are a result of automated processes; however, it is required that each Affiliate monitor and pro-actively resolve any problems and adhere to our Program rules.
Notification of termination of your participation in our Program will be sent electronic means, which may include an email to the then email address currently associated with your Affiliate account.
Relationship of Parties
As an Affiliate, you are serving as an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and High Mowing Organic Seeds. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will contradict anything in this section.
Modification or Replacement of the Affiliate Program
High Mowing Organic Seeds reserves the right to modify or replace the Program at any time, including by providing a change notice, a revised Agreement, or revised documentation of the Program.
High Mowing Organic Seeds may, from time to time and at any time modify or replace this Agreement. You agree that the High Mowing Organic Seeds has the right to modify or replace this Agreement or revise any of its terms at any time. You further agree that the replacement or all modifications to this Agreement are in full force and effect immediately upon us posting on our website, and that modifications or replacements will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or replacement of this Agreement.
If we modify or replace the terms of this Agreement, we will let you know via electronic means, which may include an email to the then email address currently associated with your Affiliate account. If you don't agree to the modification or replacement, you can choose to terminate this Agreement by notifying High Mowing Organic Seeds at firstname.lastname@example.org.
- To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
- It is your sole responsibility to stay abreast of Agreement updates and comply with the terms of our updated Agreement
Your participation in the Program shall begin upon your acceptance as an Affiliate by High Mowing Organic Seeds and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause.
Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on your website regarding High Mowing Organic Seeds, and cease any and all use of promotional materials, trademarks, content and creatives, or any other trade or service marks, trade names or any other items received through or used in connection with such Program.
Upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on eligible purchases that occurred prior to such termination. High Mowing Organic Seeds reserves the right to terminate the Program at any time.
If we terminate your participation in the Program, we will let you know via electronic means, which may include an emailed notice to the then email address currently associated with your Affiliate account. Termination will be effective as of the date of the notice. You can choose to terminate your participation in the Program by notifying High Mowing Organic Seeds at email@example.com.
Limitation of Liability
YOU AGREE THAT HIGH MOWING ORGANIC SEEDS AND ITS AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE DOCUMENTATION, OUR WEBSITE, OR OUR SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, HIGH MOWING ORGANIC SEEDS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT OTHERWISE MAY HAVE BEEN OWED TO YOU.
You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or service offerings or that constitutes your breach of this Agreement. We shall MAKE REASONABLE EFFORT TO provide notice to you WITHIN 30 DAYS of any such claim, suit, or proceeding OF WHICH WE BECOME AWARE.
THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, HIGHMOWINGSEEDS.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TRADEMARK TERMS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION, CONTENT AND CREATIVES PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THIS AGREEMENT, PROGRAM CONTENT, OPERATIONAL DOCUMENTATION, OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (1) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (2) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (3) ANY TERMINATION OR MODIFICATION OF THE PROGRAM, THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
This Agreement shall be construed and governed by the laws of the State of Vermont, without regard to principles of conflicts of laws. To the extent that any lawsuit is permitted under this Agreement, the parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in the state courts of Vermont, if such court has subject matter jurisdiction. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our intellectual property and proprietary rights, Content and Creatives, and Trademark Terms are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from High Mowing Organic Seeds. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
HEADINGS OF PARTS AND SUB-PARTS UNDER THIS AGREEMENT ARE FOR CONVENIENCE AND ORGANIZATION ONLY. HEADINGS SHALL NOT AFFECT THE MEANING OF ANY PROVISIONS OF THIS AGREEMENT.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT BY US SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH PROVISION OR ANY OTHER PROVISION, AND OUR FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND HIGH MOWING ORGANIC SEEDS WITH RESPECT TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS, DISCUSSIONS OR REPRESENTATIONS BETWEEN US.
ANY NOTICE, REQUEST, DEMAND, CONSENT OR OTHER COMMUNICATION REQUIRED OR PERMITTED UNDER THIS AGREEMENT OF THE AFFILIATE SHALL BE SENT TO THE MERCHANT AT THE FOLLOWING ADDRESS:
MAIL: High Mowing Organic Seeds, 76 Quarry Rd, Wolcott, VT 05680, ATTN: Affiliate Program