Harvest Hosts
Program Terms
Harvest Hosts Referral Terms and Conditions (Updated February 4, 2025)
Thank you for signing up for the Harvest Hosts Referral Program (“Referral Program”). We appreciate your involvement and promise to do our best to treat each one of our referral program members with the respect and fairness they deserve. We simply ask for the same in return.
Below, you can find our Referral Program Terms and Conditions (the “Terms”). Please take your time to carefully read these Terms prior to advertising or marketing the program.
If you have any questions pertaining to these Terms or the Harvest Hosts Referral Program in general, please do not hesitate to contact us at partners@harvesthosts.com for member-specific questions and recruiting@harvesthosts.com for host-specific questions.
We look forward to working with you,
The Harvest Hosts Team
PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.
THIS PAGE MAY BE PRINTED FOR YOUR RECORDS.
This is a legal agreement between you (the “Referral Member”) and Harvest Hosts Opco LLC (the “Owner”), located in Colorado, USA.
By clicking the box indicating acceptance of these Terms or by accessing or using any Referral Member Links, you agree that you have read and understood these Terms and have agreed to become a party to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind the company or entity identified in the registration process to these Terms, in which case Referral Member refers to the company or such entity. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not access or use any Referral Member Links.
The Referral Member owns and operates one or more websites, blogs, YouTube channels, social media accounts, etc., that are accessible to the public (collectively, the "Referral Member Website").
The Owner wishes to engage the Referral Member for the purpose of promoting its websites harvesthosts.com, camperscard.com, campscanner.com, and britstops.com (the "Owner Websites") and the products and services available for purchase or subscription on the Owner Websites (the "Owner Products"), as an independent contractor of Owner.
The Referral Member wishes to direct users and viewers of the Referral Member Website to the Owner Websites using a unique URL (a "Referral Member Link"), and the parties want the Referral Member to receive compensation for purchases or subscriptions made by such users and viewers through the Referral Member Link (the "Qualified Leads") of certain applicable Owner Products as set forth in Section 3.(b).
The parties therefore agree as follows:
1. RESPONSIBILITIES.
(a) Of the Referral Member. The Referral Member shall:
(i) display the Referral Member Link only on the Referral Member Website and only in a manner that does not reflect adversely on the Owner or mislead or deceive visitors;
(ii) use reasonable efforts to ensure the Referral Member Link works on the Referral Member Website, and that any visitor who clicks on the Referral Member Link will be connected to the Owner Websites;
(iii) refer new, unique, and legitimate Qualified Leads to the Owner Websites via the Referral Member Link;
(iv) adhere to the following:
A. "Keyword Buy" means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and "Search Engine" means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
B. The Owner owns the rights to Owner Marks, including those that are specifically listed below in Section 1(a)(iv)(D). The Referral Member is prohibited from bidding on any Owner Marks or associated terms on all Search Engines, as this use constitutes a trademark infringement of the Owner's trademarks and is otherwise expressly prohibited under these Terms. This includes any variations, combinations, and lower-case variants or permutations of these terms with or without the "www" prefix or ".com" suffix, including any misspellings or "typo squatting" that aim to approximate each Owner Mark.
C. The Referral Member may not make Keyword Buys using the Owner Marks or any version or permutation thereof that are confusingly similar to or a derivation of, the Owner's Marks, including any misspellings or "typo squatting" variants of the Owner's Marks.
D. The Referral Member may not make Keyword Buys for ANY terms that include Owner Marks, including but not limited to:
Harvest Host(s)
HarvestHost(s)
Harvest Host(s) location(s)
Harvest Host(s) review(s)
Harvest Host(s) rv
Harvest Host(s) coupon(s)
Harvest Host(s) discount(s)
Harvest Host(s) winery
Harvest Host(s) map(s)
Harvest Host(s) camping
is Harvest Host(s) worth it
Harvest Host(s) login
Harvest Host(s) membership
Boondocker(s) (Welcome)
Boon docker(s)
Boondocker(s) Welcome Canada
Boondocker(s) Welcome reviews
Boondocking Welcome
Boondocker(s)Welcome
Boondocking sites
Boondocker(s) (Welcome) location(s)
Boondocker(s) (Welcome) coupon(s)
Boondocker(s) (Welcome) discount(s)
Boondocker(s) (Welcome) camping
Boondocker(s) (Welcome) membership
Boondocker(s) (Welcome) login
Camper(s) Card
Camper(s) Card campground(s)
Camper(s) Card location(s)
Camper(s) Card discount(s)
Camper(s) Card review(s)
Camper(s) Card login
Camp Scanner
Camp Scanner location(s)
Camp Scanner discount(s)
Camp Scanner review(s)
Camp Scanner login
Camp Scanner alert(s)
Camp Scanner notification(s)
Brit Stop(s)
Brit Stop(s) location(s)
Brit Stop(s) discount(s)
Brit Stop(s) review(s)
Brit Stop(s) login
Brit Stop(s) camping
Brit Stop(s) membership
Brit Stop(s) book(s)
Brit Stop(s) motor home
Escapee(s)
Search For Site(s)
SFS
E. The Referral Member may not use any links that automatically redirect any user to the Owner Websites, other than the Referral Member Link, as expressly permitted under these Terms. The Referral Member may not use the Owner Websites (including all lower or uppercase variations) for any display purposes or as a destination url as part of any advertising, promotion, or listings, including any such display used in paid search campaigns as part of bidding on any Search Engines or as part of any Keyword Buys, or otherwise cloak or mask the Owner Websites url in Search Engines.
F. The Referral Member may not use Harvest Hosts Opco LLC or Harvest Host, or any variation thereof, except as expressly permitted by these Terms. The Referral Member agrees not to represent itself, explicitly or implicitly, as the Owner, an employee, agent, joint venturer, or partner of the Owner, or a seller or reseller of any product or service of the Owner. The Referral Member will not make any representations regarding the Owner, on Owner’s behalf, or about the Owner Websites or the Owner Products, except as set expressly authorized herein, and agrees not to engage in any deceptive, misleading, illegal, or unethical practices in connection with or regarding these Terms.
(v) The Referral Member agrees to comply with all applicable laws and regulations in connection with or regarding these Terms. Without limiting the foregoing, the Referral Member must clearly and prominently state the following, or any substantially similar statement previously allowed under these Terms, on the Referral Member Website in connection with the Referral Member Link: “This is a Referral Member Link and we are compensated when you purchase a membership from Harvest Hosts or sign up as a host on Harvest Hosts.”
D. The Referral Member must comply with applicable laws and adhere to all Federal Trade Commission (FTC) rules and guidelines in the development and use of all Social Media Content, including, without limitation, guidance concerning the use of hashtags and disclosures that clearly and conspicuously identify advertising and any material connections between the Parties.
(b) Of the Owner. The Owner shall:
(i) provide all assistance to the Referral Member to enable the Referral Member to post the Referral Member Link on the Referral Member Website;
(ii) provide initial information and deliver the materials comprising the Referral Member Link within 30 days of the effective date of these Terms; and
(iii) maintain accurate records of the data used to determine the Referral Fees earned by the Referral Member.
2. TERM & TERMINATION.
(a) Term. These Terms commence on the date the Referral Member first accepts them and continue until these Terms have expired or have been terminated.
(b) Termination Procedures. These Terms may be terminated:
(i) by either party, upon thirty (30) days’ notice;
(ii) by either party for a material breach of any provision of these Terms by the other party, if the other party's material breach is not cured within 14 days of receipt of written notice;
(iii) notwithstanding the forgoing, by the Owner at any time and without prior notice and without any liability to Referral Member, if the Referral Member violates any term of these Terms, including by improperly using the Owner's Marks or employs the Referral Member Link in any manner not expressly permitted by these Terms, including in the forms of unsolicited or duplicative communication such as spam, or any other promotion, advertising, solicitation, or informational announcement;
(iv) by the Owner immediately upon notice and without any liability to Referral Member, if the Owner ceases to offer the Owner Products or maintain the Owner Website, or reasonably believes that continuing hereunder could result in business or legal liability for the Owner or otherwise harm the Owner.
(c) Effects of Termination. After the termination or expiration of these Terms, all licenses granted under these Terms will terminate. The parties shall promptly remove all marks of the other party from any website that is within each party’s custody or control, including the Referral Member Website. The Owner shall promptly pay the Referral Member any outstanding Referral Fees to the Referral Member that accrued prior to the date of the termination or expiration.
3. PAYMENT.
(a) Paid Order Fees. The Owners shall pay the Referral Member a referral fee (“Referral Fee”) on any Paid Order made by the Qualified Lead that the Referral Member referred to the Owner through the Referral Member Link during the term of these Terms, as set forth in Section 3(b)(i). "Paid Order" means an order for which the Owner has received and processed payment, less the cost of returns and chargebacks the Owner incurs on any of the Qualified Lead orders. The Owner will pay the Referral Member a Referral Fee set forth in Section 3(b)(ii) for any Qualified Lead that the Referral Member referred to the Owner through the Referral Member Link during the term of these Terms and which establishes a host membership on the Harvest Host platform. For host applications by Qualified Leads, the Owner reserves the right to either deduct, or withhold and deny, Referral Fee payment where the Qualified Lead has quit its host membership status within 90 days of the Qualified Lead application date or has been suspended or terminated as a host by the Owner pursuant to Owner’s policies and procedures. The Owner may and reserves the right to deduct any such Referral Fees from any future Referral Fees to be paid to the Referral Member or charge back to the Owner’s account any such amounts previously paid or credited to the Referral Member.
(b) Calculation of Referral Fees.
(i) The Owner shall pay the Referral Member the then agreed upon rate published in the Referral Member’s Everflow dashboard included in the “Offers” section per Paid Order for a purchase of a one-year subscription to the Harvest Host Membership for each Qualified Lead which registers as a guest on the Harvest Host platform
(ii) The Owner shall pay the Referral Member the then agreed upon rate published in the Referral Member’s Everflow dashboard included in the “Offers” section per a completed, qualified application by a Qualified Lead as a host on the Harvest Host platform.
(c) Timing of Referral Fee Payment. Referral Fees will be computed monthly as of the last day of each calendar month and shall be paid within 30 days following the end of the month. Any returns, refunds, chargebacks, and fraudulent payments of Referral Fees will be deducted or withheld from the Referral Fee payments as set forth herein.
(d) Statements. The Owner maintains access to referral platforms, which will track all signups and conversions for the Referral Member and will be made available to the Referral Member for review each month. The Owner shall permit the Referral Member reasonable access to other records and data used to determine the Referral Fees for purposes of inspection. Any discrepancies between the Owner's records and Referral Fees paid to the Referral Member shall be corrected by the Owner within 60 days of receiving written notification of that discrepancy from the Referral Member.
(e) Expenses. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with these Terms, including its respective marketing costs and expenses, costs of developing, maintaining, and operating any website, programming costs, cost of creating, producing, or revising any marketing materials, and other fees and taxes. Each party will be responsible for its own expenses incident to the performance under or in connection with these Terms, including, but not limited to rent, vehicle, and travel, entertainment and promotion, general liability and health insurance, employee benefits, workers’ compensation insurance, and all compensation and other benefits of employees, agents, or subcontractors engaged by such party. Each party will, at its own cost and expense, supply all services, personal property, equipment, and other means necessary or appropriate to perform the services and obligations provided for under these Terms, including, but not limited to any services, personal property, equipment, or other means used by employees and agents of such party.
(f) Taxes. Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business, including the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, and all foreign, federal, state, and local taxes.
4. LICENSE.
(a) License. The Owner grants the Referral Member a limited, non-exclusive, non-transferable, non-sublicensable right to maintain the Referral Member Link on Referral Member Website to the Owner Websites, in accordance with these Terms, from which the Referral Member's website visitors can order Owner Products. The Owner also grants Referral Member a limited, non-exclusive, non-transferable license to use certain Owner trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Owner in identifying its business (collectively, the "Owner Marks") for the sole purpose of promoting Owner Products on the Referral Member Website. The Owner shall provide the Owner Marks to the Referral Member directly. The Referral Member may not use any other Owner intellectual property without the Owner's prior written consent. The Owner reserves all proprietary rights to the Owner Marks and may immediately revoke or adjust the Referral Member's license at any time on written notice. All goodwill arising from your use of the Owner Marks inures to the benefit of the Owner.
(b) No Other Use. The Referral Member may not use the Owner Marks for any other purpose or on any other media except as stated in these Terms or as the Owner expressly approves, or has approved, in writing. Referral Member acknowledges and agrees that the Owner is the owner of the Owner Marks, that the limited right hereunder to use the Owner Marks does not confer upon the Referral Member any right of ownership of the Owner Marks and all use of the Owner Marks will inure to the benefit of the Owner. Accordingly, Referral Member’s limited right to use of the Owner Marks for any purpose is solely by reason of these Terms, and upon expiration or termination of these Terms for any reason, the Referral Member will immediately cease any and all use of the Owner Marks and the Referral Member Link after the effective date of such expiration or termination. Referral Member acknowledges that it will not, at any time, during or subsequent to the term of these Terms, do or cause to be done, any act or thing contesting or in any way impairing or intending to impair any part of the right, title and interest and the goodwill represented by the Owner Marks or impugn in any fashion the reputation of the Owner or attack the validity of the Owner Marks.
(c) Modification. The Owner may submit written requests to modify or exclude any Owner Mark from the Referral Member Website and the Referral Member shall accommodate the request as soon as possible.
(d) Referral Member Intellectual Property. The Referral Member grants the Owner a non-exclusive license to utilize the Referral Member's trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Referral Member in identifying its business and website and website, including design, computer software, and other components, authorized by the Referral Member in writing (including by email) (collectively, the "Referral Member IP"), for the sole purpose of advertising, marketing, and promoting the Referral Program. At any time, the Referral Member may revoke or modify the licenses it has granted to the Owner and the Owner will use reasonable efforts to comply immediately with such revocation or modification.
(e) Representations About Referral Member IP. The Referral Member represents that:
(i) it has all necessary rights, licenses, permits, and clearances to use the Referral Member IP and to offer, sell, or license the goods and services offered through the Referral Member IP and this will not violate any applicable laws or regulations or any third-party rights;
(ii) the Referral Member IP does not violate or infringe any right of privacy, personality, or publicity, trade secrets, patents, copyrights, or trademarks of any third party under the laws of any jurisdiction or governmental authority, domestic or foreign, or any other right of any third party;
(iii) the Referral Member IP will not be deceptive, or misdirect or mislead internet users; and
(iv) the Referral Member agrees to indemnify, defend, and hold harmless the Owner against all liabilities the Owner incurs to third parties (including, without limitation damage awards obtained by such third parties against the Owner), together with the Owner’s reasonable costs of defending against such liabilities (including attorney fees), arising from Owner’s use of the Referral Member IP, when such usage is in accordance with these Terms.
5. RESTRICTIONS. The Referral Member shall not:
(a) use the Owner Marks except as expressly authorized by the Owner;
(b) create, publish, distribute, or permit any written material that makes reference to the Owner without first obtaining its written consent. If the Referral Member uses without permission any Owner Marks or content otherwise owned or licensed by Owner, the Owner may, without limiting other forms of recourse, terminate the Referral Member's status in the Referral Program;
(c) create, publish, distribute, or permit any advertising referencing the Owner, except as has been agreed in writing between the parties;
(d) not use the Owner Marks or a link to the Owner Websites in any form of unsolicited communication, including unsolicited email (spam);
(e) use the words "Official Site" in the Referral Member's ad creative or display URL. Referral Member may use the words Harvest Hosts Opco LLC and/or Boondockers Welcome in certain preapproved ad copy, if that ad copy is not associated with the following words or phrases: best prices, lowest rates, discounted rates, cheap, or other gimmick language, in all instances subject to these Terms and to prior written approval by the Owner, which the Owner may approve or withhold in its sole and absolute discretion.
(f) frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and complete display of Owner Websites.
(g) alter the Referral Member Link in any manner, including modification of the design, color, format, specification, or content of the Referral Member Link, without Owner’s prior written approval
(h) provide incentivized traffic, where offers with incentives or the appearance of incentives including discount coupons, points, lottery, coupon, contest entries or rewards, are used to generate revenue or rewards for Qualified Lead, unless such discount or incentive receives prior written approval by the Owner.;
(i) without the prior written approval of the Owner, serve ad creative containing any Owner Marks or the Referral Member Link, or drive Qualified Leads to such ad creative, using any downloadable applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable), and serving ad creative that are not initiated by the affirmative action of the Qualified Leads; and
(j) employ or use a Referral Member Website:
(i) written in language other than English;
(ii) solely comprised of a list of links or advertisements.
(iii)that promotes or contains sexually explicit materials, promote violence or contain violent material, promotes or contain libelous or defamatory materials, promotes discrimination, or employs discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
(iv)that contains, distributes, promotes, facilitates, or encourages any content that is illegal, harmful, or offensive, or transmits, stores, displays or otherwise makes available content that is illegal, harmful, or offensive;
(v) that sends, transmits, or stores any virus, worm, time bomb, Trojan horse, or other harmful or malicious code, file, script, agent or program.
If the Referral Member violates any term of this Section 5, in addition to any other remedies available to the Owner at law or in equity, the Owner may withhold Referral Fees earned under these Terms, or immediately suspend or terminate the Referral Member's status under the Referral Program.
6. OWNER RIGHTS.
(a) Right to Monitor Referral Member Websites. The Owner has the right, but not the duty, to monitor the Referral Member Website. The Owner shall notify the Referral Member of any modification to the Referral Member Website that the Owner reasonably requests be made in connection with posting the Referral Member Link. If the Referral Member fails to make that change, the Owner may terminate these Terms immediately on written notice.
(b) Right to Remove Link. The Owner may direct the Referral Member to remove, and the Referral Member shall remove, the Referral Member Link from the Referral Member Website at any time and for any reason.
(c) The Owner reserves the right in its sole and exclusive discretion to change its products, services, fee schedule, prices, and/or processing methods, including the Referral Fee. The prices and terms and conditions under which the Owner will offer or sell any products or services, will be determined by the Owner in its sole discretion. The Owner will have the authority to control all aspects of its interaction and transaction with a Qualified Lead, including any discussions and negotiations regarding any proposed or actual offering or sale to any Qualified Lead. Nothing in these Terms shall obligate the Owner to actually offer or sell any product or services or consummate any transaction with any Qualified Lead. At its sole discretion, the Owner may terminate any transactions, negotiations, or discussions with a Qualified Lead at any time and has the right not to proceed with any sale of products or services without any liability or obligation to pay compensation to the Referral Member under these Terms.
7. CONFIDENTIAL INFORMATION.
(a) Definition. "Confidential Information" means these Terms and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to that party's finances, customer records, and information, and all associated documentation and materials that the party disclosing the information (in that capacity, a "Disclosing Party") provides to the other party (in that capacity, a "Receiving Party") under these Terms, whether or not designated, marked, or otherwise identified as Confidential Information. Confidential Information also includes any information relating to the Disclosing Party's corporate parents and subsidiaries. Confidential Information does not include information or data that is:
(i) known to the Receiving Party before its disclosure by the Disclosing Party other than by a breach of any confidentiality, contractual, or fiduciary obligations owed to the Disclosing Party;
(ii) independently developed by the Receiving Party without use of or reference to any Confidential Information;
(iii) in the public domain when the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or
(iv) received by the Receiving Party from a third party with a legal or contractual right to disclose that Confidential Information.
(b) Disclosure. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or third party other than its employees, agents, or independent contractors who have a need to know it in connection with these Terms, and who are under obligations of confidentiality no less restrictive that these Terms. The Receiving Party shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under these Terms, including copies, shall be returned or destroyed by the Receiving Party, and certified as having been returned or destroyed, promptly after the termination or expiration of these Terms.
(c) Exceptions. A Receiving Party will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, the Receiving Party shall notify the Disclosing Party in writing of that disclosure to permit the Disclosing Party to seek confidential treatment of that information.
(d) Each party shall be entitled to a decree of specific performance, injunctive relief, or other appropriate equitable or legal relief (including attorneys’ fees), for the enforcement of its rights under this Section, without the necessity of showing irreparable harm, or actual harm, or furnishing a bond or other security in order to be entitled to such relief.
8. INDEMNIFICATION.
(a) Of Owner by Referral Member. At all times after the effective date of these Terms, the Referral Member shall indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
(i) the Referral Member's negligence or willful misconduct, fraud, or misrepresentation; or
(ii) the Referral Member's breach of any of its obligations or representations or warranties under these Terms;
(iii) the Referral Member’s issuance of any warranty, claim, or representation regarding the Owner or its products or services.
(b) Of Referral Member by Owner. The Owner shall at all times indemnify the Referral Member against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under these Terms.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF DAMAGES AND LIABILITY. For the avoidance of doubt, any and all commitments, indemnities, warranties, representation, and other terms and conditions offered by the Owner with respect to the Owner Websites or Owner Products are offered only in connection with the agreements or applicable policies entered into by the Owner directly with Qualified Leads, and any such commitments, indemnities, warranties, or representations and other terms and conditions do not extend to the Referral Member. EXCEPT AS SET FORTH IN THESE TERMS, THEOWNER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE REFERRAL MEMBER AND WILL HAVE NO LIABILITY TO REFERRAL MEMBER FOR ANY REPRESENTATIONS OR WARRANTIES MADE BY THE REFERRAL MEMBER TO ANY THIRD PARTY, INCLUDING QUALIFIED LEADS. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO REFERRAL MEMBER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT. ADDITIONALLY, THE OWNER MAKES NO REPRESENTATIONS THAT THE OPERATION OF THE OWNER WEBSITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NEITHER THE OWNER NOR ANY OF ITS AGENTS, EMPLOYEES, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF IT HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE OWNER'S LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO REFERRAL MEMBER UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE THAT GAVE RISE TO SUCH LIABILITY.
The parties acknowledge that, absent the limitation of liability in this Section 9, the Owner would be unwilling to enter into these Terms and, therefore, the limitation of liability in this Section 9 is an essential element of the basis of the bargain between the parties.
10. NATURE OF RELATIONSHIP.
(a) Nothing in these Terms creates any employment, independent contractor, partnership, franchise, joint venture, fiduciary or agency relationship between the Referral Member and the Owner. Neither party may enter into contracts, assume or create any liability or make agreements of any kind for, in the name of, or on behalf of, the other party.
(b) Any Qualified Lead that follows the Referral Member Link to the Owner Websites, upon arrival and use of the Owner Websites, will be deemed to be a customer of the Owner. Accordingly, the Owner will be responsible for all aspects of order processing and fulfillment of the Owner Products. All Owner rules, prices, policies, and operating procedures will apply to sales of Owner Products to Qualified Leads only, and do not extend to the Referral Members.
(c) The Owner expressly reserves the right to add, delete, or modify its products and services and prices at any time. (c) The Owner is not responsible for the operation or contents of the Referral Member Website, or any third-party website not controlled by the Owner. The Referral Member shall assume sole responsibility for any liabilities that may be incurred by the Referral Member in operating its business and fulfilling the terms of these Terms.
11. GOVERNING LAW.
(a) Choice of Law. The laws of the state of Colorado govern these Terms (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties’ consent to the personal jurisdiction of the state and federal courts in Vail County, Colorado.
(c) Fees. For the purposes of any action between the parties relating to these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
12. AMENDMENTS. No amendment to these will be effective unless it is in writing and signed by a party.
13. ASSIGNMENT AND DELEGATION.
(a) No Assignment. Neither party may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either party may assign these Terms in their entirety (without the other party’s prior written consent (a) to an affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms will bind and inure to the benefit of parties, and our respective successors and permitted assignees.
(b) No Delegation. Neither party may delegate any performance under these Terms, except with the prior written consent of the other party.
(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
14. COUNTERPARTS; ELECTRONIC SIGNATURES. (a) Counterparts. The parties may execute these Terms in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. (b) Electronic Signatures. These Terms constitute an electronic contract that sets out the legally binding terms of your participation in the Referral Program. You indicate your acceptance of these Terms and all of the terms and conditions contained or referenced in these Terms by clicking a box indicating acceptance of these Terms or by accessing or using any Referral Member Links. s. These actions create an electronic signature that has the same legal force and effect as a handwritten signature.
15. SEVERABILITY. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
16. NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by these Terms shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of these Terms: mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
(b) Addresses. A party shall address notices under this section to a party at the following addresses:
If to the Owner:
Harvest Hosts Opco LLC (DBA HARVEST HOSTS)
1300 N. Frontage Rd, #1594
Vail, Colorado 81657
team@harvesthosts.com
If to the Referral Member: email address on file with Owner.
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
17. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
18. ENTIRE AGREEMENT. These Terms constitute the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of these Terms. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of these Terms are expressly superseded by these Terms. The provisions of these Terms may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter into these Terms by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in these Terms. Except as set forth expressly in these Terms, there are no conditions precedent to the effectiveness of these Terms.
19. HEADINGS. The descriptive headings of the sections and subsections of these Terms are for convenience only, and do not affect the construction or interpretation of these Terms.
20. NECESSARY ACTS; FURTHER ASSURANCES. Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions these Terms contemplate or to evidence or carry out the intent and purposes of these Terms.
Thank you for signing up for the Harvest Hosts Referral Program (“Referral Program”). We appreciate your involvement and promise to do our best to treat each one of our referral program members with the respect and fairness they deserve. We simply ask for the same in return.
Below, you can find our Referral Program Terms and Conditions (the “Terms”). Please take your time to carefully read these Terms prior to advertising or marketing the program.
If you have any questions pertaining to these Terms or the Harvest Hosts Referral Program in general, please do not hesitate to contact us at partners@harvesthosts.com for member-specific questions and recruiting@harvesthosts.com for host-specific questions.
We look forward to working with you,
The Harvest Hosts Team
PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.
THIS PAGE MAY BE PRINTED FOR YOUR RECORDS.
This is a legal agreement between you (the “Referral Member”) and Harvest Hosts Opco LLC (the “Owner”), located in Colorado, USA.
By clicking the box indicating acceptance of these Terms or by accessing or using any Referral Member Links, you agree that you have read and understood these Terms and have agreed to become a party to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind the company or entity identified in the registration process to these Terms, in which case Referral Member refers to the company or such entity. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not access or use any Referral Member Links.
The Referral Member owns and operates one or more websites, blogs, YouTube channels, social media accounts, etc., that are accessible to the public (collectively, the "Referral Member Website").
The Owner wishes to engage the Referral Member for the purpose of promoting its websites harvesthosts.com, camperscard.com, campscanner.com, and britstops.com (the "Owner Websites") and the products and services available for purchase or subscription on the Owner Websites (the "Owner Products"), as an independent contractor of Owner.
The Referral Member wishes to direct users and viewers of the Referral Member Website to the Owner Websites using a unique URL (a "Referral Member Link"), and the parties want the Referral Member to receive compensation for purchases or subscriptions made by such users and viewers through the Referral Member Link (the "Qualified Leads") of certain applicable Owner Products as set forth in Section 3.(b).
The parties therefore agree as follows:
1. RESPONSIBILITIES.
(a) Of the Referral Member. The Referral Member shall:
(i) display the Referral Member Link only on the Referral Member Website and only in a manner that does not reflect adversely on the Owner or mislead or deceive visitors;
(ii) use reasonable efforts to ensure the Referral Member Link works on the Referral Member Website, and that any visitor who clicks on the Referral Member Link will be connected to the Owner Websites;
(iii) refer new, unique, and legitimate Qualified Leads to the Owner Websites via the Referral Member Link;
(iv) adhere to the following:
A. "Keyword Buy" means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and "Search Engine" means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
B. The Owner owns the rights to Owner Marks, including those that are specifically listed below in Section 1(a)(iv)(D). The Referral Member is prohibited from bidding on any Owner Marks or associated terms on all Search Engines, as this use constitutes a trademark infringement of the Owner's trademarks and is otherwise expressly prohibited under these Terms. This includes any variations, combinations, and lower-case variants or permutations of these terms with or without the "www" prefix or ".com" suffix, including any misspellings or "typo squatting" that aim to approximate each Owner Mark.
C. The Referral Member may not make Keyword Buys using the Owner Marks or any version or permutation thereof that are confusingly similar to or a derivation of, the Owner's Marks, including any misspellings or "typo squatting" variants of the Owner's Marks.
D. The Referral Member may not make Keyword Buys for ANY terms that include Owner Marks, including but not limited to:
Harvest Host(s)
HarvestHost(s)
Harvest Host(s) location(s)
Harvest Host(s) review(s)
Harvest Host(s) rv
Harvest Host(s) coupon(s)
Harvest Host(s) discount(s)
Harvest Host(s) winery
Harvest Host(s) map(s)
Harvest Host(s) camping
is Harvest Host(s) worth it
Harvest Host(s) login
Harvest Host(s) membership
Boondocker(s) (Welcome)
Boon docker(s)
Boondocker(s) Welcome Canada
Boondocker(s) Welcome reviews
Boondocking Welcome
Boondocker(s)Welcome
Boondocking sites
Boondocker(s) (Welcome) location(s)
Boondocker(s) (Welcome) coupon(s)
Boondocker(s) (Welcome) discount(s)
Boondocker(s) (Welcome) camping
Boondocker(s) (Welcome) membership
Boondocker(s) (Welcome) login
Camper(s) Card
Camper(s) Card campground(s)
Camper(s) Card location(s)
Camper(s) Card discount(s)
Camper(s) Card review(s)
Camper(s) Card login
Camp Scanner
Camp Scanner location(s)
Camp Scanner discount(s)
Camp Scanner review(s)
Camp Scanner login
Camp Scanner alert(s)
Camp Scanner notification(s)
Brit Stop(s)
Brit Stop(s) location(s)
Brit Stop(s) discount(s)
Brit Stop(s) review(s)
Brit Stop(s) login
Brit Stop(s) camping
Brit Stop(s) membership
Brit Stop(s) book(s)
Brit Stop(s) motor home
Escapee(s)
Search For Site(s)
SFS
E. The Referral Member may not use any links that automatically redirect any user to the Owner Websites, other than the Referral Member Link, as expressly permitted under these Terms. The Referral Member may not use the Owner Websites (including all lower or uppercase variations) for any display purposes or as a destination url as part of any advertising, promotion, or listings, including any such display used in paid search campaigns as part of bidding on any Search Engines or as part of any Keyword Buys, or otherwise cloak or mask the Owner Websites url in Search Engines.
F. The Referral Member may not use Harvest Hosts Opco LLC or Harvest Host, or any variation thereof, except as expressly permitted by these Terms. The Referral Member agrees not to represent itself, explicitly or implicitly, as the Owner, an employee, agent, joint venturer, or partner of the Owner, or a seller or reseller of any product or service of the Owner. The Referral Member will not make any representations regarding the Owner, on Owner’s behalf, or about the Owner Websites or the Owner Products, except as set expressly authorized herein, and agrees not to engage in any deceptive, misleading, illegal, or unethical practices in connection with or regarding these Terms.
(v) The Referral Member agrees to comply with all applicable laws and regulations in connection with or regarding these Terms. Without limiting the foregoing, the Referral Member must clearly and prominently state the following, or any substantially similar statement previously allowed under these Terms, on the Referral Member Website in connection with the Referral Member Link: “This is a Referral Member Link and we are compensated when you purchase a membership from Harvest Hosts or sign up as a host on Harvest Hosts.”
D. The Referral Member must comply with applicable laws and adhere to all Federal Trade Commission (FTC) rules and guidelines in the development and use of all Social Media Content, including, without limitation, guidance concerning the use of hashtags and disclosures that clearly and conspicuously identify advertising and any material connections between the Parties.
(b) Of the Owner. The Owner shall:
(i) provide all assistance to the Referral Member to enable the Referral Member to post the Referral Member Link on the Referral Member Website;
(ii) provide initial information and deliver the materials comprising the Referral Member Link within 30 days of the effective date of these Terms; and
(iii) maintain accurate records of the data used to determine the Referral Fees earned by the Referral Member.
2. TERM & TERMINATION.
(a) Term. These Terms commence on the date the Referral Member first accepts them and continue until these Terms have expired or have been terminated.
(b) Termination Procedures. These Terms may be terminated:
(i) by either party, upon thirty (30) days’ notice;
(ii) by either party for a material breach of any provision of these Terms by the other party, if the other party's material breach is not cured within 14 days of receipt of written notice;
(iii) notwithstanding the forgoing, by the Owner at any time and without prior notice and without any liability to Referral Member, if the Referral Member violates any term of these Terms, including by improperly using the Owner's Marks or employs the Referral Member Link in any manner not expressly permitted by these Terms, including in the forms of unsolicited or duplicative communication such as spam, or any other promotion, advertising, solicitation, or informational announcement;
(iv) by the Owner immediately upon notice and without any liability to Referral Member, if the Owner ceases to offer the Owner Products or maintain the Owner Website, or reasonably believes that continuing hereunder could result in business or legal liability for the Owner or otherwise harm the Owner.
(c) Effects of Termination. After the termination or expiration of these Terms, all licenses granted under these Terms will terminate. The parties shall promptly remove all marks of the other party from any website that is within each party’s custody or control, including the Referral Member Website. The Owner shall promptly pay the Referral Member any outstanding Referral Fees to the Referral Member that accrued prior to the date of the termination or expiration.
3. PAYMENT.
(a) Paid Order Fees. The Owners shall pay the Referral Member a referral fee (“Referral Fee”) on any Paid Order made by the Qualified Lead that the Referral Member referred to the Owner through the Referral Member Link during the term of these Terms, as set forth in Section 3(b)(i). "Paid Order" means an order for which the Owner has received and processed payment, less the cost of returns and chargebacks the Owner incurs on any of the Qualified Lead orders. The Owner will pay the Referral Member a Referral Fee set forth in Section 3(b)(ii) for any Qualified Lead that the Referral Member referred to the Owner through the Referral Member Link during the term of these Terms and which establishes a host membership on the Harvest Host platform. For host applications by Qualified Leads, the Owner reserves the right to either deduct, or withhold and deny, Referral Fee payment where the Qualified Lead has quit its host membership status within 90 days of the Qualified Lead application date or has been suspended or terminated as a host by the Owner pursuant to Owner’s policies and procedures. The Owner may and reserves the right to deduct any such Referral Fees from any future Referral Fees to be paid to the Referral Member or charge back to the Owner’s account any such amounts previously paid or credited to the Referral Member.
(b) Calculation of Referral Fees.
(i) The Owner shall pay the Referral Member the then agreed upon rate published in the Referral Member’s Everflow dashboard included in the “Offers” section per Paid Order for a purchase of a one-year subscription to the Harvest Host Membership for each Qualified Lead which registers as a guest on the Harvest Host platform
(ii) The Owner shall pay the Referral Member the then agreed upon rate published in the Referral Member’s Everflow dashboard included in the “Offers” section per a completed, qualified application by a Qualified Lead as a host on the Harvest Host platform.
(c) Timing of Referral Fee Payment. Referral Fees will be computed monthly as of the last day of each calendar month and shall be paid within 30 days following the end of the month. Any returns, refunds, chargebacks, and fraudulent payments of Referral Fees will be deducted or withheld from the Referral Fee payments as set forth herein.
(d) Statements. The Owner maintains access to referral platforms, which will track all signups and conversions for the Referral Member and will be made available to the Referral Member for review each month. The Owner shall permit the Referral Member reasonable access to other records and data used to determine the Referral Fees for purposes of inspection. Any discrepancies between the Owner's records and Referral Fees paid to the Referral Member shall be corrected by the Owner within 60 days of receiving written notification of that discrepancy from the Referral Member.
(e) Expenses. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with these Terms, including its respective marketing costs and expenses, costs of developing, maintaining, and operating any website, programming costs, cost of creating, producing, or revising any marketing materials, and other fees and taxes. Each party will be responsible for its own expenses incident to the performance under or in connection with these Terms, including, but not limited to rent, vehicle, and travel, entertainment and promotion, general liability and health insurance, employee benefits, workers’ compensation insurance, and all compensation and other benefits of employees, agents, or subcontractors engaged by such party. Each party will, at its own cost and expense, supply all services, personal property, equipment, and other means necessary or appropriate to perform the services and obligations provided for under these Terms, including, but not limited to any services, personal property, equipment, or other means used by employees and agents of such party.
(f) Taxes. Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business, including the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, and all foreign, federal, state, and local taxes.
4. LICENSE.
(a) License. The Owner grants the Referral Member a limited, non-exclusive, non-transferable, non-sublicensable right to maintain the Referral Member Link on Referral Member Website to the Owner Websites, in accordance with these Terms, from which the Referral Member's website visitors can order Owner Products. The Owner also grants Referral Member a limited, non-exclusive, non-transferable license to use certain Owner trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Owner in identifying its business (collectively, the "Owner Marks") for the sole purpose of promoting Owner Products on the Referral Member Website. The Owner shall provide the Owner Marks to the Referral Member directly. The Referral Member may not use any other Owner intellectual property without the Owner's prior written consent. The Owner reserves all proprietary rights to the Owner Marks and may immediately revoke or adjust the Referral Member's license at any time on written notice. All goodwill arising from your use of the Owner Marks inures to the benefit of the Owner.
(b) No Other Use. The Referral Member may not use the Owner Marks for any other purpose or on any other media except as stated in these Terms or as the Owner expressly approves, or has approved, in writing. Referral Member acknowledges and agrees that the Owner is the owner of the Owner Marks, that the limited right hereunder to use the Owner Marks does not confer upon the Referral Member any right of ownership of the Owner Marks and all use of the Owner Marks will inure to the benefit of the Owner. Accordingly, Referral Member’s limited right to use of the Owner Marks for any purpose is solely by reason of these Terms, and upon expiration or termination of these Terms for any reason, the Referral Member will immediately cease any and all use of the Owner Marks and the Referral Member Link after the effective date of such expiration or termination. Referral Member acknowledges that it will not, at any time, during or subsequent to the term of these Terms, do or cause to be done, any act or thing contesting or in any way impairing or intending to impair any part of the right, title and interest and the goodwill represented by the Owner Marks or impugn in any fashion the reputation of the Owner or attack the validity of the Owner Marks.
(c) Modification. The Owner may submit written requests to modify or exclude any Owner Mark from the Referral Member Website and the Referral Member shall accommodate the request as soon as possible.
(d) Referral Member Intellectual Property. The Referral Member grants the Owner a non-exclusive license to utilize the Referral Member's trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Referral Member in identifying its business and website and website, including design, computer software, and other components, authorized by the Referral Member in writing (including by email) (collectively, the "Referral Member IP"), for the sole purpose of advertising, marketing, and promoting the Referral Program. At any time, the Referral Member may revoke or modify the licenses it has granted to the Owner and the Owner will use reasonable efforts to comply immediately with such revocation or modification.
(e) Representations About Referral Member IP. The Referral Member represents that:
(i) it has all necessary rights, licenses, permits, and clearances to use the Referral Member IP and to offer, sell, or license the goods and services offered through the Referral Member IP and this will not violate any applicable laws or regulations or any third-party rights;
(ii) the Referral Member IP does not violate or infringe any right of privacy, personality, or publicity, trade secrets, patents, copyrights, or trademarks of any third party under the laws of any jurisdiction or governmental authority, domestic or foreign, or any other right of any third party;
(iii) the Referral Member IP will not be deceptive, or misdirect or mislead internet users; and
(iv) the Referral Member agrees to indemnify, defend, and hold harmless the Owner against all liabilities the Owner incurs to third parties (including, without limitation damage awards obtained by such third parties against the Owner), together with the Owner’s reasonable costs of defending against such liabilities (including attorney fees), arising from Owner’s use of the Referral Member IP, when such usage is in accordance with these Terms.
5. RESTRICTIONS. The Referral Member shall not:
(a) use the Owner Marks except as expressly authorized by the Owner;
(b) create, publish, distribute, or permit any written material that makes reference to the Owner without first obtaining its written consent. If the Referral Member uses without permission any Owner Marks or content otherwise owned or licensed by Owner, the Owner may, without limiting other forms of recourse, terminate the Referral Member's status in the Referral Program;
(c) create, publish, distribute, or permit any advertising referencing the Owner, except as has been agreed in writing between the parties;
(d) not use the Owner Marks or a link to the Owner Websites in any form of unsolicited communication, including unsolicited email (spam);
(e) use the words "Official Site" in the Referral Member's ad creative or display URL. Referral Member may use the words Harvest Hosts Opco LLC and/or Boondockers Welcome in certain preapproved ad copy, if that ad copy is not associated with the following words or phrases: best prices, lowest rates, discounted rates, cheap, or other gimmick language, in all instances subject to these Terms and to prior written approval by the Owner, which the Owner may approve or withhold in its sole and absolute discretion.
(f) frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and complete display of Owner Websites.
(g) alter the Referral Member Link in any manner, including modification of the design, color, format, specification, or content of the Referral Member Link, without Owner’s prior written approval
(h) provide incentivized traffic, where offers with incentives or the appearance of incentives including discount coupons, points, lottery, coupon, contest entries or rewards, are used to generate revenue or rewards for Qualified Lead, unless such discount or incentive receives prior written approval by the Owner.;
(i) without the prior written approval of the Owner, serve ad creative containing any Owner Marks or the Referral Member Link, or drive Qualified Leads to such ad creative, using any downloadable applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable), and serving ad creative that are not initiated by the affirmative action of the Qualified Leads; and
(j) employ or use a Referral Member Website:
(i) written in language other than English;
(ii) solely comprised of a list of links or advertisements.
(iii)that promotes or contains sexually explicit materials, promote violence or contain violent material, promotes or contain libelous or defamatory materials, promotes discrimination, or employs discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
(iv)that contains, distributes, promotes, facilitates, or encourages any content that is illegal, harmful, or offensive, or transmits, stores, displays or otherwise makes available content that is illegal, harmful, or offensive;
(v) that sends, transmits, or stores any virus, worm, time bomb, Trojan horse, or other harmful or malicious code, file, script, agent or program.
If the Referral Member violates any term of this Section 5, in addition to any other remedies available to the Owner at law or in equity, the Owner may withhold Referral Fees earned under these Terms, or immediately suspend or terminate the Referral Member's status under the Referral Program.
6. OWNER RIGHTS.
(a) Right to Monitor Referral Member Websites. The Owner has the right, but not the duty, to monitor the Referral Member Website. The Owner shall notify the Referral Member of any modification to the Referral Member Website that the Owner reasonably requests be made in connection with posting the Referral Member Link. If the Referral Member fails to make that change, the Owner may terminate these Terms immediately on written notice.
(b) Right to Remove Link. The Owner may direct the Referral Member to remove, and the Referral Member shall remove, the Referral Member Link from the Referral Member Website at any time and for any reason.
(c) The Owner reserves the right in its sole and exclusive discretion to change its products, services, fee schedule, prices, and/or processing methods, including the Referral Fee. The prices and terms and conditions under which the Owner will offer or sell any products or services, will be determined by the Owner in its sole discretion. The Owner will have the authority to control all aspects of its interaction and transaction with a Qualified Lead, including any discussions and negotiations regarding any proposed or actual offering or sale to any Qualified Lead. Nothing in these Terms shall obligate the Owner to actually offer or sell any product or services or consummate any transaction with any Qualified Lead. At its sole discretion, the Owner may terminate any transactions, negotiations, or discussions with a Qualified Lead at any time and has the right not to proceed with any sale of products or services without any liability or obligation to pay compensation to the Referral Member under these Terms.
7. CONFIDENTIAL INFORMATION.
(a) Definition. "Confidential Information" means these Terms and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to that party's finances, customer records, and information, and all associated documentation and materials that the party disclosing the information (in that capacity, a "Disclosing Party") provides to the other party (in that capacity, a "Receiving Party") under these Terms, whether or not designated, marked, or otherwise identified as Confidential Information. Confidential Information also includes any information relating to the Disclosing Party's corporate parents and subsidiaries. Confidential Information does not include information or data that is:
(i) known to the Receiving Party before its disclosure by the Disclosing Party other than by a breach of any confidentiality, contractual, or fiduciary obligations owed to the Disclosing Party;
(ii) independently developed by the Receiving Party without use of or reference to any Confidential Information;
(iii) in the public domain when the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or
(iv) received by the Receiving Party from a third party with a legal or contractual right to disclose that Confidential Information.
(b) Disclosure. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or third party other than its employees, agents, or independent contractors who have a need to know it in connection with these Terms, and who are under obligations of confidentiality no less restrictive that these Terms. The Receiving Party shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under these Terms, including copies, shall be returned or destroyed by the Receiving Party, and certified as having been returned or destroyed, promptly after the termination or expiration of these Terms.
(c) Exceptions. A Receiving Party will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, the Receiving Party shall notify the Disclosing Party in writing of that disclosure to permit the Disclosing Party to seek confidential treatment of that information.
(d) Each party shall be entitled to a decree of specific performance, injunctive relief, or other appropriate equitable or legal relief (including attorneys’ fees), for the enforcement of its rights under this Section, without the necessity of showing irreparable harm, or actual harm, or furnishing a bond or other security in order to be entitled to such relief.
8. INDEMNIFICATION.
(a) Of Owner by Referral Member. At all times after the effective date of these Terms, the Referral Member shall indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
(i) the Referral Member's negligence or willful misconduct, fraud, or misrepresentation; or
(ii) the Referral Member's breach of any of its obligations or representations or warranties under these Terms;
(iii) the Referral Member’s issuance of any warranty, claim, or representation regarding the Owner or its products or services.
(b) Of Referral Member by Owner. The Owner shall at all times indemnify the Referral Member against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under these Terms.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF DAMAGES AND LIABILITY. For the avoidance of doubt, any and all commitments, indemnities, warranties, representation, and other terms and conditions offered by the Owner with respect to the Owner Websites or Owner Products are offered only in connection with the agreements or applicable policies entered into by the Owner directly with Qualified Leads, and any such commitments, indemnities, warranties, or representations and other terms and conditions do not extend to the Referral Member. EXCEPT AS SET FORTH IN THESE TERMS, THEOWNER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE REFERRAL MEMBER AND WILL HAVE NO LIABILITY TO REFERRAL MEMBER FOR ANY REPRESENTATIONS OR WARRANTIES MADE BY THE REFERRAL MEMBER TO ANY THIRD PARTY, INCLUDING QUALIFIED LEADS. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO REFERRAL MEMBER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT. ADDITIONALLY, THE OWNER MAKES NO REPRESENTATIONS THAT THE OPERATION OF THE OWNER WEBSITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NEITHER THE OWNER NOR ANY OF ITS AGENTS, EMPLOYEES, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF IT HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE OWNER'S LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO REFERRAL MEMBER UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE THAT GAVE RISE TO SUCH LIABILITY.
The parties acknowledge that, absent the limitation of liability in this Section 9, the Owner would be unwilling to enter into these Terms and, therefore, the limitation of liability in this Section 9 is an essential element of the basis of the bargain between the parties.
10. NATURE OF RELATIONSHIP.
(a) Nothing in these Terms creates any employment, independent contractor, partnership, franchise, joint venture, fiduciary or agency relationship between the Referral Member and the Owner. Neither party may enter into contracts, assume or create any liability or make agreements of any kind for, in the name of, or on behalf of, the other party.
(b) Any Qualified Lead that follows the Referral Member Link to the Owner Websites, upon arrival and use of the Owner Websites, will be deemed to be a customer of the Owner. Accordingly, the Owner will be responsible for all aspects of order processing and fulfillment of the Owner Products. All Owner rules, prices, policies, and operating procedures will apply to sales of Owner Products to Qualified Leads only, and do not extend to the Referral Members.
(c) The Owner expressly reserves the right to add, delete, or modify its products and services and prices at any time. (c) The Owner is not responsible for the operation or contents of the Referral Member Website, or any third-party website not controlled by the Owner. The Referral Member shall assume sole responsibility for any liabilities that may be incurred by the Referral Member in operating its business and fulfilling the terms of these Terms.
11. GOVERNING LAW.
(a) Choice of Law. The laws of the state of Colorado govern these Terms (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties’ consent to the personal jurisdiction of the state and federal courts in Vail County, Colorado.
(c) Fees. For the purposes of any action between the parties relating to these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
12. AMENDMENTS. No amendment to these will be effective unless it is in writing and signed by a party.
13. ASSIGNMENT AND DELEGATION.
(a) No Assignment. Neither party may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either party may assign these Terms in their entirety (without the other party’s prior written consent (a) to an affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms will bind and inure to the benefit of parties, and our respective successors and permitted assignees.
(b) No Delegation. Neither party may delegate any performance under these Terms, except with the prior written consent of the other party.
(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
14. COUNTERPARTS; ELECTRONIC SIGNATURES. (a) Counterparts. The parties may execute these Terms in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. (b) Electronic Signatures. These Terms constitute an electronic contract that sets out the legally binding terms of your participation in the Referral Program. You indicate your acceptance of these Terms and all of the terms and conditions contained or referenced in these Terms by clicking a box indicating acceptance of these Terms or by accessing or using any Referral Member Links. s. These actions create an electronic signature that has the same legal force and effect as a handwritten signature.
15. SEVERABILITY. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
16. NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by these Terms shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of these Terms: mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
(b) Addresses. A party shall address notices under this section to a party at the following addresses:
If to the Owner:
Harvest Hosts Opco LLC (DBA HARVEST HOSTS)
1300 N. Frontage Rd, #1594
Vail, Colorado 81657
team@harvesthosts.com
If to the Referral Member: email address on file with Owner.
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
17. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
18. ENTIRE AGREEMENT. These Terms constitute the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of these Terms. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of these Terms are expressly superseded by these Terms. The provisions of these Terms may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter into these Terms by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in these Terms. Except as set forth expressly in these Terms, there are no conditions precedent to the effectiveness of these Terms.
19. HEADINGS. The descriptive headings of the sections and subsections of these Terms are for convenience only, and do not affect the construction or interpretation of these Terms.
20. NECESSARY ACTS; FURTHER ASSURANCES. Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions these Terms contemplate or to evidence or carry out the intent and purposes of these Terms.