Unbound Merino

INFLUENCER AFFILIATE AGREEMENT:  UNBOUND MERINO Influencer Terms & Conditions Updated 1/19/2024  Please read our influencer terms and conditions carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by influencers. Each Influencer is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Influencer terms and conditions are subject to change. Thank you. DEFINITIONS As used in these terms and conditions: (i) "We", "us", or "our" refers to UNBOUND MERINO and our website; (ii) "you" or "your" refers to the Influencer; (iii) "our website" refers to the UNBOUND MERINO properties located at www.UNBOUND MERINO.com; (iv) "your campaign" refers to any content that you will link to our website via your personal code on your website or profile; (v) "your personal code" refers to your unique personal referral coupon code that you will link to our website in order to earn a commission; (vi) "your website" refers to any websites that you will link to our website; (vi) "Program" refers to the UNBOUND MERINO Influencer Program which is a sales referral program that allows you to become an "Affiliate" of UNBOUND MERINO. ? ENROLLMENT ? After receiving your application, we will review and notify you of your acceptance or rejection into our Program. Please allow up to 48 hours for your application to be reviewed. We reserve the right to reject any application, however we encourage you to contact us if you feel we have made an incorrect decision. Including all of your past campaigns that you have used on your profile will help us make a better decision. All commissions are limited to sales received with Influencer’s personal code on our website.  An Affiliate may only have one (1) account in the Influencer Program. ? To participate in the Influencer Program, you must be at least eighteen (18) years of age and a legal resident of the United States of America or Canada. ? ? COMPENSATION/REFERRAL FEES/COMMISSION  Affiliate acknowledges that we reserve the right, in our sole discretion, to change all compensation/referral fees/commission without notice. Specifically, we may change our referral fees/compensation from time to time without notice to the Influencer.  1.Personal Referral Code and/or Affiliate Links. We shall provide Affiliate with a unique Personal Code and/or affiliate link that may be given to third parties to buy UNBOUND MERINO products on our website. Third Parties means friends, customers, colleagues, associates, clients and any other individual/entity. We shall compensate Affiliate the following commission and/or percentage for each order received with the Personal Code and/or affiliate link on our website:  12% Sale Commission $0 Lead Commission  2.We will provide Affiliate with a specialized URL link containing the Affiliate’s Personal Code and/or affiliate link to be used on Affiliate’s social media accounts and websites. 3.Compensation. Pursuant to the terms and conditions of this Agreement and in consideration of payment received for the sale of UNBOUND MERINO products on our website with Affiliate’s Personal Code and/or affiliate link, compensation shall be subject to the payment terms established in the UNBOUND MERINO affiliate program for influencers. You will need to sign up to the affiliate platform and input accurate payment details in order to receive compensation in accordance with the terms of the Influencer Program set up on the affiliate platform. We reserve the right to change the Compensation from time to time.  COMPENSATION/COMMISSION TERMS AND CONDITIONS ? 1.????????Refunded/Cancelled or "Zero" Orders. We will only pay commissions to Affiliate on monies actually received by us with Affiliate’s Personal Code and/or affiliate link on our website. Commissions will not be paid to Affiliate for refunds, cancelled orders or "Zero" balance orders. In the event that Affiliate received a commission on a sale refunded, cancelled or "Zero" balance orders, we will deduct the commission received from your commission amount in the current Quarter.  2.Prohibited Behavior. ? Unauthorized Promises/Incentives on Behalf of UNBOUND MERINO. Affiliate is prohibited from making false representations with regards to UNBOUND MERINO discounts/policies/incentives. Affiliate is prohibited from posting his/her Personal Code on any of UNBOUND MERINO websites to promote personal sales and commissions. All solicitation shall be done separate and apart from UNBOUND MERINO. Affiliate represents that solicitations will be made according to Federal and State laws. ? In the event Affiliate violates the prohibited behavior described above, we may immediately terminate Affiliate’s participation in the Influencer Program.  3.Acknowledgement & Acceptance of UNBOUND MERINO Warranties & Policies. Affiliate accepts and acknowledges UNBOUND MERINO Warranty Policies and all other policies enforced by UNBOUND MERINO. All Warranty information and Policies can be found on UNBOUND MERINO’s website. In addition, Affiliate shall make reasonable efforts to become knowledgeable of all UNBOUND MERINO Policies such that Affiliate does not make misrepresentations in regards to UNBOUND MERINO products and procedures.  CAMPAIGN RESTRICTIONS ? Your campaign(s) may not: 1.Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights. 2.Violate any law, rule or regulation. 3.Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials. 4.Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 5.Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of influencer commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.  LINKING TO OUR WEBSITE Upon acceptance into the Program, links will be made available to you through the Affiliate program interface. Your acceptance in our program means you agree to and abide by the following. 1.You will only use linking code obtained from the Affiliate program interface without manipulation. 2.????????All domains that use your affiliate link must be listed in your profile. 3.Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner. 4.You may not engage in cookie stuffing or include pop-ups, 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). 5.Using 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 is prohibited. 6.You may not use any UNBOUND MERINO’s trademarked terms or misspellings of trademarked terms to re-direct traffic through an Internet Service Provider (ISP) to a page on your website or the UNBOUND MERINO’S website without written approval from UNBOUND MERINO. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the influencer link is placed.  MID-CHECKOUT COMMISSION REDUCTION & OVERWRITE RULE  UNBOUND MERINO uses a dynamic pixel system that may make changes to the standard commission in the case of a mid-checkout referral, which is defined as a cookie that is set within a set amount of time prior to the purchase. By reducing our commission on these types of referrals and by closely monitoring the quality of traffic we receive from each Affiliate, we will be able to pay out higher commissions for driving new customers and traffic. This logic also gives full credit to the first referring Affiliate in the case that a second Affiliate enters within a set amount of time prior to the purchase. Mid-checkout commission and overwrite rules are subject to change.  Scenarios 1.Two affiliates outside of ten minutes before sale, normal "last in" logic applies. 2.One affiliate outside of ten minutes before sale, one within. "Last in" affiliate will receive 2% lowered commission and first affiliate will receive full commission. 3.Single affiliate within last ten minutes, 2% commission will apply. 4.Two affiliates within last ten minutes, "last in" affiliate will receive the reduced 2% commission.  RIGHTS AND INTERESTS IN TRADEMARKS AND OTHER RELATED INTELLECTUAL PROPERTY ? Affiliate acknowledges that the Trademarks of UNBOUND MERINO and other related Trademarks, Copyrights, Patents and Intellectual Property (the "IP") are the owned solely and exclusively by UNBOUND MERINO. Affiliate shall not seek or obtain any registration of the IP in any name or participate directly or indirectly in such registration anywhere in the world.  LIMITED LICENSE ? UNBOUND MERINO grants Affiliate a nonexclusive, revocable right to use certain images/graphics and texts provided by UNBOUND MERINO in writing, solely for the purpose of identifying your site as a UNBOUND MERINO Affiliate as described above. Affiliate is prohibited from using such images/graphics and texts in an offline promotion or other offline manner. Affiliate is also prohibited from modifying the images/graphics, texts, any other images, trade names, trademark, and all other intellectual property rights. UNBOUND MERINO may revoke this license at any time by giving Affiliate written notice of the revocation.  USAGE RIGHTS  You hereby grant to UNBOUND MERINO, and UNBOUND MERINO hereby accepts, an irrevocable, non-exclusive, perpetual, royalty free worldwide right and unrestricted license to feature and repurpose content generated by you as part of your campaign for UNBOUND MERINO (including your name, image, likeness, voice, performance, social media handles, nicknames, biographical materials, statements, testimonials, and any portion thereof) on UNBOUND MERINO’s owned and controlled social medial platforms and within third party digital and broadcast platforms and print platforms including but not limited to: ad networks, email marketing, paid search listings, radio, newspapers, magazines and brochures, Facebook, Instagram, TikTok, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+, website and blogs, for one (1) year after content is posted. If UNBOUND MERINO opts to repurpose the content within one (1) year from the date your content is posted on its owned and controlled social medial platforms and within third party digital and broadcast platforms and print platforms, you hereby waive any right to require UNBOUND MERINO to edit, refrain from posting, take down, age gate, or otherwise remove such content licensed to and published by UNBOUND MERINO. This is limited to reshares, and any additional paid usage rights, including but not limited to social boosting and whitelisting shall be limited to a ninety (90) day term after content is posted.  EXCLUSIVITY  You may offer services to others, but may not provide influencer services two (2) days before and after posting content to promote UNBOUND MERINO of the following products, brands or companies that may adversely affect UNBOUND MERINO’s competitive positioning: Wool & Prince, Smartwool, Icebreaker, Wool&, Woolx, Western Rise, Aday, Anatomie, Woolly (collectively, "Competitive Brands"), nor authorize or permit the use, anywhere in the world, of your name, likeness, biography, quotes, testimonials, statements, or social media handles in connection with any Competitive Brand, two (2) days before and after posting content. ? ? CONFIDENTIALITY  All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.  ADVERTISING & PUBLICITY ? You shall not create, publish, distribute, or print any written material that is distributed in hardcopy/physical form that makes reference to our Program without first submitting that material to us and receiving our prior written consent. Affiliate may not issue any press release with respect to this Agreement or in participation in the Influencer Program. UNBOUND MERINO may provide Affiliate with a small graphic image that identifies your site as an Influencer Program participant. UNBOUND MERINO reserves the right to modify any text or graphic provided to you. Affiliate agrees not to misrepresent or embellish the relationship between Affiliate and UNBOUND MERINO, or express or imply any relationship or affiliation between UNBOUND MERINO and Affiliate or any other person unless expressly permitted by this Agreement. If you intend to promote our Program via e-mail campaigns, you must adhere to the following: 1.Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program. 2.E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of UNBOUND MERINO. 3.E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail. ? ? SOCIAL MEDIA Promotion on Instagram, YouTube, TikTok, and other social media platforms is permitted following these general guidelines: 1.????????You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, "25% off sale at UNBOUND MERINO through Wednesday with code UNBOUND MERINO25." 2.You ARE PROHIBITED from posting your affiliate links on UNBOUND MERINO Facebook, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales. 3.You ARE PROHIBITED from running Facebook ads with UNBOUND MERINO trademarked company name. 4.You ARE PROHIBITED from creating a social media account that includes UNBOUND MERINO trademark in the page name and/or username. ? ? OPERATIONS OUTSIDE 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 General Data Protection Regulation (GDPR) if you are conducting business in or taking orders from persons in one or more of the European Union countries.  EU GDPR GUIDELINES The GDPR came into force in May 2018 and is the legal framework which sets the guidelines for the collection and processing of personal information from individuals who live in the European Union. Whilst this is a European regulation, it applies to any individual/entity that collects and processes data from any EU residents. So, if you are targeting EU customers and processing their data, you will need to comply with this regulation. If you are enrolled in our Program, you must follow the standards when dropping cookies or collecting data from EU consumers. In particular, your participating website(s) must: 1.Ensure that visitors understand that their data is being collected and stored, and for what reason. 2.Have a clear and easy way for an individual to opt out of their data being stored and/or used. 3.Get explicit consent from an individual before sending any marketing communications. This needs to be an action, i.e. they need to physically tick a box. 4.Be easy for an individual to withdraw their consent of marketing communications at any time. 5.Be made clear to the individual what their consent means – i.e. that they could be targeted with communications from various companies.  REVERSAL & COMMUNICATION POLICY ? UNBOUND MERINO takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. ? Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.  1.You are not forthcoming, intentionally vague or are found to be lying. 2.You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile. 3.You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof. ? If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend 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 incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.  FTC AND SOCIAL MEDIA DISCLOSURE REQUIREMENTS  You must include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. Disclosures must be made at the beginning of the claims and may not appear solely in a "Terms of Use", "Legal", "About Us" or other linked page. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. disclosure should be visible before the jump). Pop-up, hover state and button disclosures are prohibited. Disclosure policy applies to all social media, even when space is restricted (e.g., tweets) Disclosures should be made in the same medium as the claim (e.g. video, text) For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf (example 21), the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements, and the Disclosures 101 for Social Media Influencer Guidelines at https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf If you engage in so called "native advertising", you further agree to comply with the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements at https://www.ftc.gov/system/files/documents/public_statements/896923/151222deceptiveenforcement.pdf and the related guidelines. ? ? PROHIBITION AGAINST SOLICITATION FOR RESIDENT AFFILIATES IN SELECT STATES ? Due to local state tax laws, we unfortunately are not accepting affiliates residing in Arkansas, California, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Rhode Island, Tennessee, and Vermont. If at any time following your enrollment in the Program you become a resident of Arkansas, California, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Rhode Island, Tennessee, and Vermont you will become ineligible to participate in the Program and your participation in the Program will automatically terminate, on the date you establish residency in that State. In addition, you must promptly notify us in writing of your Arkansas, California, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Rhode Island, Tennessee, and Vermont residency, which you may do via the NETWORK.com affiliate website. ? OR ? PROHIBITION AGAINST SOLICITATION FOR RESIDENT AFFILIATES IN SELECT STATES  As a condition of its participation in the UNBOUND MERINO Influencer Program, Affiliate agrees that its solicitation activities on behalf of UNBOUND MERINO within Arkansas, California, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Rhode Island, Tennessee, and Vermont (hereinafter "these states") shall be limited to only providing a link on Affiliate’s website to UNBOUND MERINO own website. Affiliate acknowledges that under current law in these states, further solicitation and promotional activities by Affiliate may render UNBOUND MERINO liable for collecting sales tax on all sales to customers in these states. Therefore, as a condition of participation in the UNBOUND MERINO Influencer Program, Affiliate is prohibited from engaging in any solicitation activities in these states intended to refer potential customers to UNBOUND MERINO, including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; (ii) engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and (iii) sending emails intended to refer customers to UNBOUND MERINO. Proof of compliance must be sent to UNBOUND MERINO on an annual basis (by May 31 of each year) or affiliate may be removed from the program. Affiliate further acknowledges that state tax laws are subject to change at any time and such changes may render Affiliates in certain states ineligible for continued participation in UNBOUND MERINO Influencer Program. UNBOUND MERINO reserves the right to remove any Affiliate from the UNBOUND MERINO Influencer Program at any time for any reason. For California Publishers Who Have Signed Affidavits Only In order to participate in the UNBOUND MERINO influencer program, you must hereby: Agree to refrain from engaging in any solicitation activities, directly or indirectly, in California that refer potential customers to our websites including, but not limited to, distributing flyers, coupons, newsletters and other printed promotional materials or electronic equivalents, verbal soliciting (e.g., in-person referrals), initiating telephone calls, and sending e-mails Complete and sign an affidavit annually in which you further agree not to engage in any of the above solicitation activities in the state of California. If either of the aforementioned requirements are not met, you will be immediately removed from UNBOUND MERINO influencer program. The preceding paragraph only applies to affiliates that constitute organizations, clubs and nonprofit groups. Affiliate shall maintain prominently on its website information alerting its members to the prohibition against solicitation activities in these states as described above.  COMPLIANCE WITH LAWS As a condition of your participation in the program, Affiliate agrees that as an affiliate, he/she will comply with all laws, ordinance, rules, regulations, orders, licenses, permits, judgments, decision or other requirements of any governmental authority that has jurisdiction over you, whether those laws are now in effect or later come into effect during the time you are participating in the Influencer Program. Without limiting the foregoing obligation, Affiliate agrees that as a condition of participating in the Influencer Program, Affiliate will comply with all applicable laws (federal, state or otherwise) that govern online marketing and email, including without limitation, the Children’s Online Privacy Protection Act (COPRA), the CAN-SPAM Act of 2003, and the Americans with Disabilities Act.  TERMINATION Either Party may terminate this Agreement for any reason at any time. In the event of termination, any compensation that is owed to Affiliate will be mailed to you in accordance with the terms. Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliate’s site, all links, graphics, texts, trademarks, trademarks, trade dress, logos, and all other materials provided by or on behalf of UNBOUND MERINO in connection with this Agreement and participation of the Influencer Program.  REPRESENTATIONS AND WARRANTIES UNBOUND MERINO makes no warranties or representations to Affiliate of any kind, express or implied, with respect to Affiliate’s relationship with UNBOUND MERINO. UNBOUND MERINO expressly disclaims any implied warranty of merchantability or fitness of this Influencer Program for a particular purpose. UNBOUND MERINO makes no representation that the operation of UNBOUND MERINO’s website will be uninterrupted or error-free, and UNBOUND MERINO will not be liable for the consequences of any interruptions or errors. UNBOUND MERINO shall not be liable for any damages suffered by Affiliate, whether direct or indirect, special, incidental, exemplary, or consequential, damages or any loss of revenue of profits regardless of cause or fault in connection with this Agreement and the Influencer Program. If UNBOUND MERINO is deemed to have any liability, our aggregate liability arising out of this Agreement and the Influencer Program will not exceed the total commission paid to Affiliate annually. ? ? INDEMNIFICATION Affiliate agrees to indemnify and hold UNBOUND MERINO, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys’ fees) arising out of Affiliate’s website, this Agreement and the Influencer Program. ? AMENDMENT UNBOUND MERINO may amend the terms and conditions of this Agreement at any time. Any change will be sent in writing to Affiliate by certified mail or electronic mail provided by the Affiliate. If Affiliate does not agree with any changes implemented by UNBOUND MERINO, Affiliate may terminate this Agreement. ASSIGNMENT This Agreement is personal to the Affiliate. Affiliate may not assign his/her rights under this Agreement without prior written consent from UNBOUND MERINO. UNBOUND MERINO may assign this Agreement at any time for any reason.  NOTIFICATION OF ACCOUNT CHANGES Affiliate agrees to provide UNBOUND MERINO with accurate and updated information relating to Affiliate’s participation in the Influencer Program and information that UNBOUND MERINO deems necessary or desirable. Affiliate agrees to notify UNBOUND MERINO of any name, address, email address, telephone number, billing information etc. changes.  NOTICES All notices given pursuant to this Agreement shall be in writing and may be delivered, to the parties at the physical address or email address provided to UNBOUND MERINO by the Affiliate. ? ? ARBITRATION Any dispute relating in any way to this Agreement (including actual or alleged breach hereof), any transactions or activities under this Agreement or Influencer’s relationship with UNBOUND MERINO shall be submitted to a confidential arbitration in Boston, Massachusetts, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Massachusetts or any other court of competent jurisdiction. Influencer consents to the non-exclusive jurisdiction and venue in state and federal courts in the state of Massachusetts. Arbitration under this Agreement shall be conducted under the commercial rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.  GOVERNING LAW This Agreement shall be governed by the laws of the State of Massachusetts.  MISCELLANEOUS If any dispute over the meaning, interpretation, valid or enforceability of this Agreement of any its terms or conditions, there shall be no inference, presumption or conclusion drawn whatsoever against any party by virtue of its having drafted any portion of this Agreement. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement contains the entire understanding of the Parties, and there are no representations, warranties, promises or undertaking other than those contained herein. This Agreement supersedes and cancels all previous agreements between the Parties. ? Copyright 2024 UNBOUND MERINO & Acceleration Partners LLC  If you have any questions regarding our Influencer Affiliate Program, please send an email to unboundmerinoinfluencer@accelerationpartners.com ? ? TRADITIONAL AFFILIATE AGREEMENT:  The Unbound Merino ("Unbound Merino" or "we" or "our") affiliate program (the "Affiliate Program") is designed to help you generate income in exchange for referring customers to Unbound Merino. These Affiliate Program Terms (the "Affiliate Agreement") constitute a contract between Unbound Merino and you (the "Affiliate" or "you" or "your"), and it sets forth the terms and conditions that govern your participation in Unbound Merino’s Affiliate Program. ? BY REGISTERING AS AN AFFILIATE AND/OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, (i) YOU AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS POSTED ON THE Unbound Merino.COM WEBSITE (THE "Unbound MerinoSITE"); (ii) YOU REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AFFILIATE AGREEMENT; AND (iii) IF YOU ARE ENTERING THIS AFFILIATE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AFFILIATE AGREEMENT, AND REFERENCES TO "YOU" HEREIN SHALL ALSO BE INTERPRETED TO REFERENCE THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE AUTHORIZED TO ENTER INTO THIS AFFILIATE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AFFILIATE PROGRAM.  1. Enrollment in the Affiliate Program ? To begin the enrollment process, you must submit a complete and accurate Affiliate Program application through our affiliate network. Additional terms and conditions may apply to your use of the websites of our affiliate payment networks. We may reject your application for any reason. If we accept your application and we later determine, in our sole discretion, that your site is unsuitable (see Section 8.12), we may terminate this Affiliate Agreement. You will ensure that the information in your Affiliate Program application and otherwise associated with your account is at all times complete, accurate, and up-to-date.  2. Links on Your Site  If you are accepted into the Affiliate Program, you may display Referral Links on your site. "Referral Links" are links to the Unbound Merino Site that you place on your site in accordance with this Affiliate Agreement which permit accurate tracking, reporting, and accrual of referral fees. You may earn referral fees only as described in Section 6 and only with respect to activity on the Unbound Merino Site occurring directly through your Referral Links.  3. Content; Limited License ? In order to facilitate your participation in the Affiliate Program, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Affiliate Program ("Content"). Subject to the terms of this Affiliate Agreement and solely for the limited purpose of directing visitors of your sites to the Unbound Merino Site in connection with the Affiliate Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (i) copy and display the Content solely on your site; and (ii) use only those of our names, trademarks, tradenames and logos that we may make available to you as part of Content (collectively, the "Unbound Merino Marks") solely on your sites. The license set forth in this Section 3 will immediately and automatically terminate if at any time you breach any provision of this Affiliate Agreement, or otherwise upon deactivation of your account and/or termination of this Affiliate Agreement. In addition, we may terminate the license set forth in this Section 3, in whole or in part, for any reason, upon notice to you. Upon request or termination of the license set forth in this Section 3, you will promptly remove from your site and delete or otherwise destroy all of the Content and Unbound Merino Marks, or as we may otherwise request from time to time.  4. Responsibility for Your Site  You will be solely responsible for your site, including, without limitation, its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for: (i) the technical operation of your site and all related equipment; (ii) displaying Referral Links and other Content on your site in compliance with this Affiliate Agreement; (iii) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site; and (iv) using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including, without limitation, copyrights, trademarks, rights of privacy or publicity, or other intellectual property or proprietary rights). We will have no liability for these matters or for any of your visitors’ claims relating to these matters. Additionally, you represent and warrant that your site does not violate any applicable law, rule or regulation (including any and all applicable advertising regulations), or infringe or misappropriate any copyrights, trade secrets, trademarks, patent, know-how and/or other proprietary rights recognized in any jurisdiction worldwide of any third party.  5. Ownership Other than the limited license expressly set forth in Section 3, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to the Affiliate Program, our trademarks and logos (including, but not limited to, the Unbound Merino Marks) and other Content, and any other intellectual property and technology that we provide or use in connection with the Affiliate Program. If you provide us with suggestions, reviews, modifications, data, images, text, or other information or content in connection with this Affiliate Agreement, any Content, or your participation in the Affiliate Program (each, a "Submission"), you hereby irrevocably assign to us all right, title, and interest in and to such Submission, and acknowledge that we may, without limitation, use, reproduce, perform, display, and distribute such Submission in any manner, and adapt, modify, re-format, and create derivative works of such Submission for any purpose. You hereby warrant that: (i) your Submission is your original work, or you obtained your Submission in a lawful manner; and (ii) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to your Submissions. ? 6. Payments ? 6.1. Affiliate cookies are active for sixty (60) days from the initial click through by a customer. Subject to the exclusions set forth below, a "Qualified Purchase" is the purchase of Unbound Merino products by a new and unique customer, or by a returning customer, who: (i) clicks on a Referral Link, and (ii) completes the purchase process within sixty (60) days, assuming another affiliate click does not occur after that initial customer click, as further described in Section 6.3 below. ? Qualified Purchases exclude, and we will not pay referral fees on any of, the following: ? any product purchase that is not correctly tracked or reported because the Referral Links from your site to the Unbound Merino Site are not properly formatted; ? any product purchased for resale or commercial use of any kind; ? any product purchased after termination of this Affiliate Agreement; ? any product order that is canceled or returned; and ? any product purchased through a Referral Link that otherwise violates the terms of this Affiliate Agreement. ? 6.2. For affiliate payments purposes, the Affiliate Program stores the most recent affiliate link used by a customer to access our sales pages across our affiliate network. By way of example, if Customer A clicks through to the Unbound Merino Site (or native phone or tablet application) on Day 1 through your Referral Link, then clicks through to the Unbound Merino Site (or native phone or tablet application) using a Referral Link from Affiliate #2 and purchases a product either later in Day 1 or after Day 1, the credit for the sale will not be credited to you; it will be credited to Affiliate #2 (from Unbound Merino’s affiliate network), since they were the most recent affiliate to send Customer A to the Unbound Merino Site. ? 6.3. Affiliate accounts must be active at the time of the customer referral. No referral fee will accrue for sales that occurred before (or after, in the event of removal from our Affiliate Program) your participation in the Affiliate Program. ? 6.4. Affiliates are solely responsible for ensuring that all payee information is accurate and up to date in the affiliate network. Unbound Merino is not responsible for any lost or stolen payments. ? 6.5. Each calendar month constitutes a "Referral Period." Missing or untracked referrals must be reported to us during the then-current Referral Period, which will be credited to your account in our sole discretion. Referrals that are not reported during the then-current Referral Period will not be credited to your account, except on a case-by-case basis in our sole and absolute discretion. ? 6.6. Affiliate payments for Qualified Purchases are determined approximately fifteen (15) days after the end of the Referral Period in which the Qualified Purchases are recorded. ? 6.7. Affiliate payments are sent to you using Unbound Merino’s affiliate network payment system. Unbound Merino does not send payment directly to any affiliates. Affiliates are responsible for making sure they are able to accept payments from Unbound Merino's affiliate network. ? 6.8. Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive affiliate payments. Please check with your receiving banking institution to find out if any of these apply for your account. ? 7. Reversals ? 7.1. If a referred customer initially makes a Qualified Purchase and then cancels their purchase during the same Referral Period, the applicable referral fees paid to you will be reversed and deducted from that Referral Period’s earnings. ? 7.2. Referred customers that issue a chargeback or are found to be fraudulent (e.g. false information, fake/stolen credit cards, selling counterfeit goods, etc.), as determined in Unbound Merino's sole discretion, will be reversed regardless of the amount of time that has passed since the Qualified Purchase occurred. ? 8. Affiliate Restrictions and Responsibilities ? 8.1. You MAY NOT use traffic that is generated by pay to click, pay to read, banner exchanges, click exchanges, CPV advertising, pop-up/under, slide-out, SPAM, purchased traffic or similar methods. ? 8.2. You MAY NOT use traffic that includes an icon of our search terms, brand name or trademark on any search engine. ? 8.3. You MAY NOT use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the Referral Link (for example a 1x1 pixel iframe). ? 8.4. You MAY NOT bid on or use any Unbound Merino Marks or misspelled keywords for the purpose of PPC on Internet search engines (Google, Yahoo, MSN, Ask, etc.) or in paid ads for various social media including, but not limited to, Facebook, Instagram, Twitter, Snapchat, and Pinterest. For a full list of Unbound Merino Marks, please email affiliates@Unbound Merino.com. ? 8.5. You MAY NOT use any Unbound Merino Marks or misspelled keywords in your domain names. ? 8.6. You are responsible for ensuring your tracking code is working properly before sending traffic to Unbound Merino's servers. Any modification to the Referral Links is your sole responsibility. Referral fees may not be paid for tracking errors caused by editing, masking, redirecting or tampering with Referral Links, as determined in Unbound Merino's sole discretion. ? 8.7. You MAY NOT use redirected pages and links to send a user to Unbound Merinoservers. For example, you may not have a PPC link on a search engine that redirects the user to the Unbound Merino Site or native phone or tablet application. ? 8.8. Domain forwarding and direct linking are prohibited – you MAY NOT purchase a domain and set it to forward directly to the Unbound Merino Site or native phone or tablet applications using your Referral Link. We encourage our affiliates to design their own websites, landing pages, apps, email lists, or other methods of directing traffic to their own valuable content prior to directing users to Unbound Merino's properties. ? 8.9. You MAY NOT copy Unbound Merino's website, native phone or tablet applications or any portions thereof, including, without limitation, any of Unbound Merino's trademarks or other intellectual property, and display them on your own site, subdomain, phone or tablet applications or use them in any way to create or recreate the look and feel of Unbound Merino's online properties without Unbound Merino's prior express written permission. In general, you may use Unbound Merino product descriptions, titles, and images and other Content to promote the sale of a particular item. However, further promotion outside of approved Content provided to you within the in connection with the Affiliate Program (for example, banners, links, text ads) requires Unbound Merino’s prior written approval and permission. ? 8.10. You MAY NOT engage in the advertisement of business-opportunity sites or use marketing practices that attract fraudulent or short-term customers (customers with low retention and purchase rates), which shall be determined by us in our sole discretion. ? 8.11. It is our intent to communicate with affiliates often. If you choose to not receive affiliate communications through the network, it is your responsibility to update notification and subscription preferences in the network. ? 8.12. You will ensure that your site is not unsuitable. Unsuitable sites include, but are not limited to, those that: (i) promote or contain sexually explicit materials; (ii) promote violence or contain violent materials; (iii) promote or contain libelous or defamatory materials; (iv) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (v) promote or undertake illegal activities; (vi) are directed toward children under thirteen (13) years of age; or (vii) violate any intellectual property or proprietary rights of Unbound Merino or any other person or entity. ? 8.13. You MAY NOT include on your site, display, or otherwise use Referral Links or other Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device. ? 8.14. You MAY NOT attempt to intercept or redirect (including, but not limited to, via software installed on users’ computers) traffic from or on, or divert referral fees from, any site that participates in the Affiliate Program. ? 8.15. You MAY NOT artificially generate clicks or impressions on your site or create Sessions on the Unbound Merino Site, whether by way of a robot or software program or otherwise. ? 8.16. You MAY NOT misrepresent or embellish the relationship between you and Unbound Merinoor express or imply any relationship or affiliation between you and Unbound Merino or any other person or entity except as expressly permitted by this Affiliate Agreement. ? 8.17. At no time may affiliates use misleading "click to reveal" coupon, discount or other promotional language in a bid to generate a click to set an affiliate cookie. ? 9. Compliance with Law ? 9.1. It is our intent to treat all customers and affiliates fairly. Accordingly, in connection with your participation in the Affiliate Program, you will comply fully with all applicable laws (federal, state, or otherwise), regulations, guidelines, and other requirements of any governmental authority that has jurisdiction over you, including, without limitation, those concerning advertising and marketing, such as (i) the United States Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed, and (ii) laws that govern marketing email (e.g., the CAN-SPAM Act of 2003). ? 9.2. Any and all of your websites (e.g. website pages, blog posts, directories, review/rating sites, social media posts and other websites), native phone or tablet applications, and any email or collateral where affiliate links for our affiliate program are posted as an endorsement or assessment of Unbound Merino must prominently disclose the fact that you may receive compensation for referring customers to Unbound Merino. This disclosure statement should be clear and concise, stating that Unbound Merino is compensating you for your review or endorsement. If you received the product for free from Unbound Merino for review, this also must be clearly stated in your disclosure. ? 9.3. For more information and suggestions about how to comply with the FTC’s Endorsement Guidelines, please review the FTC "Guides Concerning the Use of Endorsements and Testimonials in Advertising" (http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), the FTC Endorsements website resource (https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/endorsements) and the FTC "Dot Com Disclosures" (https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf). Please note that the FTC guides and resources are only intended to provide guidance. They do not purport to provide legal advice and they do not guarantee that you will be in compliance with FTC regulations if you follow the suggestions presented. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation. ? Some specific examples that our affiliate management team will seek out when providing audits of your endorsements include but are not limited to: ? Disclosures must be made 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. Disclosure should be visible before the jump). ? Pop-up disclosures are prohibited. ? Social media posts include proper disclosure which may include acceptable terms such as (ad), (advertisement) and (sponsored). Term such as #sp, #spon, #affiliate or #aff (with or without the hashtag, with or without the brackets) are not acceptable. ? 9.4. We reserve the right, in our sole and absolute discretion, to withhold affiliate payments and/or terminate the affiliate relationship for your failure to comply with this Section 9, as determined by Unbound Merino in our sole and absolute discretion. ? 10. CERTAIN STATE PROHIBITIONS ? As a condition of your participation in the Affiliate Program, you agree that your solicitation activities on behalf of Unbound Merino within Arkansas, Colorado, California, Georgia, Illinois, Kansas, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Rhode Island, Tennessee, and Vermont (hereinafter "these states") shall be limited to only providing a Referral Link on your website to the Unbound Merino Site. You acknowledge that under current laws in these states, further solicitation and promotional activities by you may render Unbound Merino liable for collecting sales tax on all sales to customers in these states. Therefore, as a condition of participation in the Affiliate Program, you are prohibited from engaging in any solicitation activities in these states intended to refer potential customers to Unbound Merino, including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials targeting residents of these states; (ii) engaging in verbal solicitation, including, without limitation, in-person referrals or initiating telephone calls, with residents of these states; and (iii) sending emails targeting residents of these states. By accepting these Terms & Conditions on an annual basis, Affiliate confirms that they have complied with the above for the previous calendar year. ? You further acknowledge that state tax laws are subject to change at any time and such changes may render affiliates in certain states ineligible for continued participation in the Affiliate Program. Unbound Merino reserves the right to remove any affiliate from the Affiliate Program at any time for any reason. ? 11. Deactivation ? 11.1. Your account may be deactivated at any time without warning or notice in our sole and absolute discretion. In the event you breach this Affiliate Agreement or violate Unbound Merinos Terms of Use or any applicable law, your account may be deactivated immediately and any and all accrued, but not yet received, affiliate payments will be forfeited. ? 11.2. Any false or misleading advertising or suspected fraudulent activity associated with your affiliate account, as determined by us in our sole and absolute discretion, may result in immediate deactivation of your account. ? 11.3. In the event your account generates a large number of fraudulent accounts, as determined by us in our sole and absolute discretion, your account with Unbound Merinomay be deactivated. ? 11.4. If you would like to discontinue your participation in the Affiliate Program at any time, simply remove your Referral Links and all other Content from your websites and cease promoting Unbound Merino. For accounting purposes, our systems will retain your account and personal information. ? 11.5. Upon any deactivation of your account or termination of this Affiliate Agreement, or if you discontinue your participation in the Affiliate Program, any and all licenses you have with respect to Content (including, but not limited to, the Unbound Merino Marks) will automatically terminate, and you must immediately stop using the Content and promptly remove the Referral Links and all other Content from your site. Upon any termination of this Affiliate Agreement, all rights and obligations of the parties will terminate, except that the rights and obligations of the parties under Sections 4, 5, 11.5, 12, 13, 14, 16, and 17, together with any accrued but unpaid payment obligations of us under this Affiliate Agreement, will survive the termination of this Affiliate Agreement. No termination of this Affiliate Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Affiliate Agreement prior to termination. ? 12. Indemnification ? You agree to defend, indemnify, and hold Unbound Merino, our affiliates and licensors, and our and their respective officers, directors, employees, agents, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including, but not limited to, attorneys’ fees) relating to (i) your sites or any materials that appear on your sites, including the combination of your sites or those materials with other applications, content, or processes; (ii) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your sites, and all other matters described in Section 4; (iii) your use of any Content, whether or not such use is authorized by or violates this Affiliate Agreement; or (iv) your participation in the Affiliate Program or your violation of any term or condition of this Affiliate Agreement. ? 13. Limitation of Liability ? Unbound Merino WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING FROM OR IN CONNECTION WITH THIS AFFILIATE AGREEMENT, THE AFFILIATE PROGRAM, THE SITE, ANY PRODUCTS OFFERED ON THE Unbound MerinoSITE, ANY REFERRAL LINKS, OUR TRADEMARKS AND LOGOS (INCLUDING, BUT NOT LIMITED TO, THE Unbound Merino MARKS) AND OTHER CONTENT, OR ANY OTHER TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, INFORMATION, OR CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY, THE "Unbound Merino OFFERINGS"), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR TOTAL AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT AND THE Unbound Merino OFFERINGS WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AFFILIATE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. ? 14. Disclaimers ? THE Unbound Merino OFFERINGS ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE Unbound Merino OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE Unbound Merino 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. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE Unbound Merino OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE MAY DISCONTINUE ANY Unbound Merino OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY Unbound Merino OFFERING, AT ANY TIME. ? 15. Changes ? Unbound Merino may change any of the terms and conditions contained in this Affiliate Agreement, in whole or in part, at any time in Unbound Merino's sole discretion. Unless otherwise provided, such modifications will take effect when posted here on the Unbound Merino Site and shall apply to all referral fees that have not yet accrued. If we make any significant changes to this Affiliate Agreement, we will post a notice on this page for at least thirty (30) days after the changes are posted and will indicate at the top of this Affiliate Agreement the date of the last revision. In addition, Unbound Merino will use reasonable efforts to provide you with at least seven (7) days’ advance notice of any changes that materially impact your participation in the Affiliate Program. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY MODIFICATION TO THIS AFFILIATE AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF ALL CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DEACTIVATE YOUR ACCOUNT AS DESCRIBED ABOVE. ? 16. Governing Law; Jurisdiction and Venue ? You agree that this Affiliate Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. You further agree that any action, suit, proceeding, or claim arising out of or related to this Affiliate Agreement must be brought exclusively in federal or state courts located in Austin, Texas. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify Unbound Merino for all of its attorneys' fees and costs incurred as a result of any action, suit, proceeding or claim brought by you or Unbound Merino in which Unbound Merino is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AFFILIATE AGREEMENT. ? 17. Miscellaneous ? You acknowledge and agree that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Affiliate Agreement or operate sites that are similar to or compete with your sites. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our prior written consent. This Affiliate Agreement is binding on, inures to the benefit of, and is enforceable against the parties hereto and their respective permitted successors and assigns. Our failure to enforce your strict performance of any provision of this Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Affiliate Agreement. The relationship between you and Unbound Merino is that of independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Unbound Merino. You have no authority to make or accept any offers or representations on our behalf. ? 18. Contact Us ? If you have any questions regarding our Traditional Affiliate Program, please send an email to unboundmerino@accelerationpartners.com. ? Thank You, Unbound Merino