Hikerkind (US)

HIKERKIND AFFILIATE AGREEMENT

Thank you for your interest in becoming an affiliate (“Affiliate”) of (dba Hikerkind
) (“we” “us” “our”)! We look forward to working with you and encourage you to read the following Affiliate Agreement (“Agreement”) very carefully as it contains important legally binding terms and conditions that apply to your participation as our Affiliate. The terms of our Privacy Policy (https://hikerkind.com/pages/privacy-policy) are hereby incorporated and made a part of this Agreement.

Once accepted by us as an Affiliate for a particular program (“Program”), you agree to abide by the terms and conditions of this Agreement. We reserve the right to terminate or revise the Program at any time, including by providing a change notice or revised documentation related to the Program. Any such termination or change will be effective immediately.

You represent to us that you are over the age of eighteen (18) and that you are lawfully able to enter into this Agreement. You acknowledge and agree that you are and will remain in compliance (and will be responsible for assuring that your employees, agents and contractors comply) with the terms and conditions of this Agreement for as long as you are our Affiliate.

1. Generally. As an Affiliate you will be permitted to advertise our products (“Products”) on your website or other online services that you control and link to your website (collectively, “Your Website”) and to earn advertising commissions for any purchase where a customer clicks through a special link on Your Website to www.hikerkind.com (“Our Website”), during a single session during which the customer adds a Product to their shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through, and the purchase is subsequently paid for by the customer (each a “Qualifying Purchase”).

2. Application & Enrollment.

a. We accept Affiliate applications only through Awin. After receiving your application, we will review Your Website and notify you of your acceptance or rejection into our Program. In order to be eligible for the Program, you must also agree to the Terms of Use of Awin, our payment processor for the Program. We take ethical marketing practices seriously and want to ensure that our Affiliates feel the same way. As part of your enrollment process we may request information about your business to verify your application and the compatibility of your business with our business and brand. We may also verify from time to time that the contact information you provided is complete and up to date. We reserve the right to reject any application; however, we encourage you to contact us if you feel we have made an incorrect decision. A full and complete application, including without limitation correct contact information and inclusion of a list of all of Your Websites will improve the likelihood of a favorable decision.

b. Your Website is unsuitable for our Program if it:

i. promotes or contains nudity, pornography or sexually explicit materials;
ii. is a coupon site;
iii. promotes violence;
iv. promotes discrimination based on sex or sexual orientation, religion, race or national origin, disability or age;
v. promotes illegal activity;
vi. incorporates any materials which infringe or assist others to infringe any copyright, trademark or other intellectual property rights;
vii. incorporates any of our Names hikerkindnyc/ etc.), (b) in metatags, (c) in hidden text or source code or (d) in any other part of Your Website’s universal record locator (URL);
viii. is otherwise in any way harmful, threatening, defamatory, harassing, obscene, or racially, ethnically or otherwise objectional to us in our sole discretion;
ix. contains 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; 
x. contains software that attempts to intercept, divert or redirect internet traffic to or from any other website, or potentially enables diversions of commissions from other affiliates or programs;
xi. contains software that could interfere with, harm, reverse engineer, steal from, or gain unauthorized access to Our Website, user accounts, or the technology and equipment supporting Our Website; and/or
xii. violates any law, rule or regulation, or any of our policies.

3. Commissions & Reversals. We use Awin to track all payments. You will receive a commission on all Qualifying Purchases as agreed through Awin, and Awin handles and is solely responsible for any and all commission payments. Please review the Awin terms and conditions regarding amounts and timing of commission payments and participation in the Program. We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement.

4. License. All images, product names, trade names, logos, trademarks, slogans, designs and/or similar identifying material depicted on Our Website or in any marketing material or links made available to you under the Program (collectively, “Names”) are our proprietary property. We grant to you a non-exclusive, non-transferable, revocable right (i) to access Our Website through HTML links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our Names that we provide to you or authorize for such purpose. You are only entitled to use the Names to the extent that you are a member in good standing of our Program. You agree that all uses of the Names will be on our behalf and the good will associated therewith will inure to our sole benefit. You agree not to use Our Website, Names or any other of our proprietary content and materials in any manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. Other than the license granted in this Agreement, we retain all right, title, and interest to Our Website, Names and proprietary content and materials and no right, title, or interest is transferred to you.  Except as expressly authorized by this Agreement, or as we may otherwise agree, you shall not use any of our Names or any other of our proprietary content and materials, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on your behalf, to express or imply any endorsement by us of any of your products or services, or in any other manner whatsoever.  In addition, you grant to us a non-exclusive license to use your trade names, logos, and trademarks, to advertise, market, promote, and publicize your participation in our Program or the existence of, or any other aspect of the Program; however we are not obligated to do so.

5. Review & Approval. We reserve the right at any time, to review and approve of Your Website, the placement and use of our links and to request that you change or modify portions of Your Website and/or the placement or use of our links to comply with the terms of this Agreement and the guidelines, policies, and restrictions contained herein. If you do not make the requested changes or modifications, we may terminate this Agreement effective immediately.

6. Your Website.

a. You are solely responsible for Your Website including Your Website development, operation and maintenance, and all data, content and materials that appear on or within Your Website.

b. Your Website(s) may not incorporate or contain any element, or operate in any manner, that would render it unsuitable for our Program pursuant to Section 2.b., above.

c. 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 in our sole discretion and without notice void your current and past commissions or set your commission level to 0%. This does not include using "out" redirects from the same domain where the Affiliate link is placed. You agree not to utilize spy-ware, ad-ware, parasite-ware, interstitials, shopping assistance applications, toolbar installations, add-ons, shopping wallets, deceptive pop-ups and/or pop-unders, or any similar techniques for driving traffic. We reserve the right to research and investigate Affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.

7. Linking to Our Website. Upon acceptance as an Affiliate, we will make available to you, via the Awin website, a variety of graphic and textual images that serve to identify your site as a member of the Program and that will establish links from your Websites to our Website (“Affiliate Links”). You may, subject to the terms and conditions herein, display Affiliate Links as often and in as many areas on your Website as you desire. You shall cooperate fully with us in establishing and maintaining the Affiliate Links. You may display in your Websites only those Affiliate Links that we provide to you, which may by discontinued or replaced at any time and from time to time in our sole discretion. Upon request, you shall remove any Affiliate Link from your site and replace it with a new Affiliate Link provided by us or Awin.  When linking to Our Website, you agree:

a. You will only use linking code obtained from the Awin Affiliate interface without manipulation.
b. 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 Awin account.
c. 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 thereof including, without limitation, framing of Our Website in any manner.
d. You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
e. Your Website may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.

8. Sub-Affiliate Networks. Promoting our Products as part of a Program through a sub-affiliate network is permitted, however all sub-affiliates promoting our Products must adhere to the terms of this Agreement and any applicable terms of the Program. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks may not allow any type of coupon sub-affiliate to promote the Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our Program terms.

9. Pay Per Click Guidelines.

a. When participating in Pay Per Click ("PPC") advertising, you must adhere to our PPC guidelines, which are as follows:
i. You may not bid on any of our Names, including any variations or misspellings thereof, for search or content-based campaigns on advertising networks, search services, or similar services.
ii. You may not use our Names in sequence with any other keyword (e.g. “JO Coupons”).
iii. You may not use our Names in your ad title, ad copy, display name or as the display URL.
iv. 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.
v. You may not bid in any manner appearing higher than Hikerkind  for any search term in position 1-5 in any auction style PPC advertising program.

b. If you automate your PPC campaigns, it is your responsibility to exclude our Names from your program and we strongly suggest you add our Names as negative keywords.

c. 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% with no notice if you engage in PPC bidding that uses our Names. We reserve the right to add, change or modify our Names at any time without notice, and this Agreement applies to the use of any such additional Names. We further reserve the right to make modifications to the restrictions herein at any time with or without notice and you agree to be bound by all such updated terms and restrictions.

10. Coupon Guidelines.  While we do not accept coupon sites as Affiliates for our Programs, we may from time to time issue coupon codes.  If Your Website promotes our coupon codes, you must adhere to our Coupon Guidelines as follows:

(i) You may ONLY advertise coupon codes that are provided to you through the Affiliate Program or Awin, or that are displayed on Our Website.
(ii) You may ONLY display coupons in their entirety with the full offer, valid expiration date and code.
(iii) 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).
(iv) 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).
(v) 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.
(vi) You may NOT give the appearance that any offer requires clicking from Your Website in order to redeem. For example, if purchases over $50 on Our Website have free shipping, you may not turn this into an offer that implies that the customer must click from Your Website to get this deal.

If Your Website ranks on the first page of Google search results for any of our Names combined with words such as coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.

11. Customer Data and Pricing Information. Customers who buy our Products and services through the Program are deemed to be our customers. As such, all of our policies and operating procedures concerning customer orders, customer service, and Product and service sales shall apply. We shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Website that is collected by us ("Customer Data"), including without limitation, customers who access Our Website from Your Website, and you shall have no right to use any such Customer Data.  You may not include price information in your descriptions of our Products without our explicit consent.  You agree to refer all questions, requests and queries regarding our Products and services to us.

12. Compliance with Applicable Laws. 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.

13. 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.

14. FTC's Advertising Disclosure Requirements. 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 www.ftc.gov/enforcement/rules/rulemaking-regulatory-reform-proceedings/use-endorsements-testimonials-advertising.

* 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.

15. Advertising & Publicity. Except as permitted under this Agreement, you shall not create, publish, distribute, or print any written or visual material that makes reference to our Products or Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Products or Program via e-mail campaigns, you must abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws and the e-mail must be sent on your behalf and must not imply that the e-mail is being sent on our behalf. Advertising known as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Our Website so long as the recipient is already a customer or subscriber of your services or Your Website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Our Website so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and Your Website as independent from us and Our Website. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

16. Social Media Use Guidelines. Promotion on Facebook, Twitter, Instagram and other social media platforms is permitted following these general guidelines:

a. You may promote offers to your own lists; more specifically, you are welcome to use your Affiliate Links on your own Facebook, Twitter, etc. pages. For example: You may post, "Free shipping sale at Hikerkind through Wednesday with code SHIPMEJO"
b. You MAY NOT post your Affiliate Links on our Facebook, Twitter, Instagram, or other social media company pages in an attempt to turn those links into Affiliate sales.
c. You MAY NOT run advertisements on our Facebook, Twitter, Instagram, or other social media company pages using our Names.

17. Communication Policy. If we request clarification or more information on any orders or clicks that we suspect may be connected to a violation of the terms of this Agreement, we expect that you will respond in a timely and honest manner. The following are violations of our communications policy:

a. Your responses are intentionally vague, not forthcoming or are found to be untrue.
b. You are not responsive to our request within a reasonable time period and after our attempt to contact you using the information listed in your network profile.
c. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.

In the event we determine that you have violated our communications policy, we may in our sole discretion and with or without notice reverse orders, set your commission to 0%, and/or suspend or terminate you from the Program for the period or orders in question. 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.

18. Confidentiality. From time to time, we may disclose or make available to you, in connection with this Agreement, certain information which is considered to be confidential or proprietary information about our company or our business, Products or services (collectively, “Confidential Information”).  Confidential Information includes, but is not limited to, financial information and reports, business methods and creative strategies, and any other information, communication or data, in any form, which we identify as confidential or which is of such a nature that you should reasonably understand that we desire to protect such information against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data. Confidential Information does not include information that is: (i) generally known in the public; (ii) rightfully in your possession prior to disclosure as evidenced by competent written proof; (iii) independently developed by you without reliance on or reference to our Confidential Information; or (iv) rightfully received by you from a third party without a duty of confidentiality. You agree that during the term of this Agreement and thereafter: (i) you will use Confidential Information solely for the purpose(s) of this Agreement; and (ii) you will take all reasonable precautions to ensure that you do not disclose Confidential Information to any third party without our prior written consent.  All Confidential Information shall remain our sole property and no license under any trade secrets, copyrights, or other rights is granted under this Agreement. Upon our request, all Confidential Information made available under this Agreement, including copies of Confidential Information, must be promptly returned to us or destroyed.

19. Representations & Warranties. You represent and warrant that (i) you have the full right, power, and authority to enter into an be bound by the terms and conditions of this Agreement, and (ii) you will perform your obligations under this Agreement in accordance with the terms of this Agreement and all applicable laws and regulations.

20. Relationship. You agree that your performance under this Agreement is 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 us. You will have no authority to make or accept any offers or representations on our behalf.

21. Term; Termination. This Agreement shall be in effect upon acceptance of your application and shall continue unless and until terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time with or without cause by giving the other party written notice in accordance with Section 25(d). We may terminate this Agreement effective immediately upon a breach of this Agreement by you. Upon termination of this Agreement for any reason, the licenses and permissions granted to you under this Agreement shall terminate immediately.

22. DISCLAIMERS. THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, OUR DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING OUR NAMES), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT 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 PRODUCTS AND 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 PRODUCT OR SERVICE OFFERING, OR MAY CHANGE THE NATURE, INGREDIENTS, FEATURES, USES, SCOPE, OR OPERATION OF ANY PRODUCT OR 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 PRODUCTS OR SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, OR WILL HAVE RESULTS AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER. 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, AFFECTING ANY WEBSITE; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. 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 (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR MODIFICATION OF THE PROGRAM, THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

23. Indemnification. You agree that we will not be liable for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to (a) Your Website or any data, content or materials that appear on Your Website; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of Your Website; (c) your use of any content; and (d) your violation of any term or condition of this Agreement. You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any losses, claims, actions, judgements, liabilities, settlements, demands, or costs including without limitation reasonable legal fees, alleging or resulting from any activity arising in connection with (1) your participation in the Program, (2) your performance under this Agreement, (3) any claim related to Your Website, including without limitation, content therein not attributable to us, or (4) a breach by you of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding.

24. LIMITATION OF LIABILITY. YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR OUR PRODUCTS AND 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 FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWO MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

25. Miscellaneous.

a. Changes to this Agreement. We may update the terms of this Agreement from time to time by publishing a new version on our Awin site or by sending notice of any modifications to you via email to the email address currently associated with your Affiliate account (and such change by email will be effective on the date specified in such email and will in no event be less than two days after the date the email is sent). By continuing to participate in the Program following our posting of any change notice, revised Agreement, or revised documentation, you are agreeing to be bound by this Agreement, as amended by any such change notice, revised Agreement, or revised documentation, and you acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement. The terms and conditions of this Agreement may not be amended, waived, or modified by you unless set forth in writing and signed by us.   If any modification is unacceptable to you, your only recourse is to terminate this Agreement by notifying us.

b. Governing Law/Dispute Resolution.  This Agreement shall be governed and construed by the laws of the State of New York applicable to agreements entered into and to be wholly performed therein without giving effect to conflicts of laws rules or principles.  You 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 or federal courts located in the State of New York, County of New York. 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 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.  

c. Assignment. You may not assign this Agreement without our prior written consent.

d. Notices. Any notice given under this Agreement to you shall be sufficient if it is in writing and if sent by certified or registered mail return receipt requested to the address in your Awin profile. Any notice given under this Agreement to us shall be sufficient if it is in writing and if sent by certified or registered mail return receipt requested to our address on our Awin site.

e. Waiver; Severability. The failure of the other party to enforce any rights under this Agreement will not be deemed a waiver of any rights. The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

f. Sole Benefit. This Agreement is for the sole benefit of the parties (and indemnified parties), and no other persons will have any right or remedy under this Agreement.

g. Headings. The headings of sections of this Agreement are for reference purposes only and will not affect the meaning or construction of the terms and conditions of this Agreement.

h. Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive.

i. Entire Agreement. This Agreement, our Privacy Policy and any terms and conditions related to the Program, are the entire understanding of the parties with respect to the subject matter of this Agreement and supersede any previous or contemporaneous communications, whether oral or written with respect to such subject matter.