Herbs & Kettles
Program Terms
HERBS & KETTLES, LLC AFFILIATE PROGRAM
SHAREASALE TERMS & CONDITIONS
(November XX, 2022)
THESE HERBS & KETTLES, LLC AFFILIATE PROGRAM SHAREASALE TERMS & CONDITIONS (these “Terms”) govern your participation in the Herbs & Kettles Affiliate Program. Before joining or applying to our Affiliate Program, please carefully read these Terms. As a participant (or prospective participant) in our Affiliate Program, you and all of your employees, agents, and contractors are required to follow these Terms.
BY PARTICIPATING IN OUR AFFILIATE PROGRAM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND ANY OTHER POLICIES, GUIDELINES, DOCUMENTS, AND ANY OTHER MATERIALS THAT ARE MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. IF YOU DO NOT CONSENT TO THESE TERMS, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AFFILIATE PROGRAM. IF YOU ARE SIGNING UP ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY OR ENTITY WITH THE RIGHT TO BIND SUCH COMPANY OR ENTITY TO THESE TERMS.
THESE TERMS CONTAIN A BINDING DISPUTE RESOLUTION PROVISION, LIMITATION ON LIABILITY PROVISION, CLASS ACTION WAIVER PROVISION, AND JURY TRIAL WAIVER PROVISION, WHICH MAY AFFECT AFFILIATE’S RIGHTS. DO NOT SIGN THIS AGREEMENT UNLESS YOU HAVE READ AND UNDERSTAND THE TERMS, CONDITIONS, AND OBLIGATIONS OF THIS AGREEMENT.
1. Scope. These Terms govern the relationship between you and Herbs & Kettles with respect to your participation in our Affiliate Program. There are separate terms and conditions between you and ShareASale that may also apply to you.
2. Definitions. As used in these Terms, the following capitalized terms not otherwise defined shall have the following meanings:
2.1. “Affiliate Website” means any websites that you own or operate and that link to our Site and/or any other website that you use to promote the Herbs & Kettles Products or Services as permitted by these Terms.
2.2. ”Commission” means any fees that you earn in connection with your participation in our Affiliate Program.
2.3. “Herbs & Kettles”, “we”, “us”, or “our” refers to Herbs & Kettles, LLC and our respective employees, agents, affiliates, and contractors.
2.4. “Herbs & Kettles Affiliate Program” or “Affiliate Program” means the Herbs & Kettles marketing program operated and managed by ShareASale.
2.5. “Products/Services” means the products and services offered for sale by Herbs & Kettles on our Site.
2.6. ”Prospective Customer” means any visitor to your Affiliate Website or other individual to whom you promote our Products/Services in connection with your participation in our Affiliate Program.
2.7. ”ShareASale” means the third-party referral program management service used by Herbs & Kettles to operate and manage our Affiliate Program and which is available at www.shareasale.com.
2.8. “ShareASale Interface” means your Herbs & Kettles Affiliate Program homepage operated and managed by ShareASale that contains commission payment information and other Affiliate Program materials.
2.9. “Site” means our website, www.cuttingedgefirewood.com.
2.10. ”You” or “your” means the Herbs & Kettles Affiliate Program participant who has agreed to be bound by these Terms.
3. Enrollment. Our Affiliate Program is designed to provide an avenue for you to promote our Products/Services to Prospective Customers and, in exchange, earn Commissions in connection with such promotional activities. To participate in our Affiliate Program, you must first submit an application to us via the ShareASale website. After receiving a completed application, we will review your application materials (usually within two business days) and notify you by email of your acceptance or rejection into our Affiliate Program. We reserve the right to reject your application for any reason. You are responsible for ensuring that your application and account are, at all times, complete, accurate, and up to date and you agree that all communications sent to the email address listed on your account will be deemed to have been received by you even if your email address is incorrect or no longer current.
4. Affiliate Website Requirements. You are solely responsible for your Affiliate Website, including the development, maintenance, and technical operation of your Affiliate Website and all materials and content that appear on your website. At all times during your participation in our Affiliate Program, your Affiliate Website must:
4.1. Not infringe on our or any third party’s intellectual property, publicity, privacy, or other proprietary rights.
4.2. Not violate any applicable law, rule, or regulation.
4.3. Not contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
4.4. Not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage or otherwise interfere with or intercept any system, data, or personal information.
4.5. Not be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder.
4.6. Not contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website.
4.7. Accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from Prospective Customers, including a disclosure, where applicable or appropriate, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from Prospective Customers, and place or recognize cookies on visitors’ browsers.
5. Linking to Our Website. Upon acceptance into our Affiliate Program, we will make certain links and banner ads to our Site (collectively, “Links”) available to you through the ShareASale Interface. Links are customized for use in connection with our Affiliate Program and permit the tracking, reporting, and accrual of all Commissions that you may be entitled to in connection with your participation in our Affiliate Program. By participating in our Affiliate Program, you consent to the monitoring, using, and disclosing information about your Affiliate Site and Prospective Customers in connection with your display of Links on your Affiliate Website by us and ShareASale. Further, you must:
5.1. Only use Links in exactly the form provided to you through the ShareASale Interface. You are not permitted to manipulate or change the Links in any manner.
5.2. List all domains of your Affiliate Website(s) that currently contain Links in your Affiliate Program profile on the ShareASale Interface.
5.3. Not copy, resemble, or mirror the look and feel of our Site on your Affiliate Website. You will not, in any way, create the impression that your Affiliate Website is our Site. This includes framing our Site on your Affiliate Website in any manner.
5.4. Not engage in cookie stuffing or use pop-ups, false, or misleading links on your Affiliate Website. You will not attempt to mask the referring URL information for a Link (i.e. the page from where the Link click is originating).
5.5. Never use redirects to give the appearance that a Prospective Customer’s click on a Link came from another domain.
5.6. Not promote, post, or link to information about methods to manipulate or work around the requirements of a Link promotion.
5.7. Display Links in their entirety as provided to you through the ShareASale Interface.
5.8. Not advertise Links obtained from any means other than the ShareASale Interface, including via non-referral advertising, customer e-mails, paid searches, or any other campaign.
5.9. Not mislead Prospective Customers or give the appearance that any offer on our Site requires a click from your Affiliate Website in order to redeem such offer.
6. Redirects. If you redirect any Link in a manner that hides or manipulates its source, we may immediately terminate your participation in our Affiliate Program and you will not be entitled to receive a payout of your earned Commissions as of the date of such termination. We will have no obligation to pay you Commissions if you fail to properly implement the Links on your Affiliate Website.
7. Commissions.
7.1. Commissions may be earned when Prospective Customers follow Links from your Affiliate Website to our Site and place orders for our Products/Services. We reserve the right to reject orders for our Products/Services that do not comply with our Site’s requirements, which may be updated from time to time and any Products/Services ordered by any Prospective Customer will be governed by our Site’s terms and conditions. Prospective Customers who purchase our Products/Servies via the Links are our customers with respect to all activities they undertake in connection with our Products/Services.
7.2. Any Commissions that you are entitled to in connection with your participation in our Affiliate Program will be calculated as described on the ShareASale Interface. The ShareASale Interface will also list the Products/Services that will result in you earning a Commission when purchased by Prospective Customers and the related Commission percentage applicable to such sales. Eligible Products/Services and their related Commission percentages are subject to change at any time with or without notice to you.
7.3. We may occasionally offer you additional ways to earn Commissions through your participation in our Affiliate Program and, if so, we will publish such additional information on the ShareASale Interface.
7.4. Commissions may be adjusted or reduced due to order cancellations, duplicate tracking, returns, or disputed charges by Prospective Customers. Any such adjustment for a reversal, return, chargeback, or similar event will be reflected in your Affiliate Program account on the ShareASale Interface within 45 days of the applicable sale of our Products/Services to a Prospective Customer. ShareASale may withhold the payment of your earned Commissions during such 45-day window in its discretion.
7.5. The calculation and payment of all Commissions that you earn in connection with your participation in our Affiliate Program are performed by and processed through ShareASale and are governed by ShareASale’s terms and conditions. Commissions will be paid to you solely through ShareASale and Herbs & Kettles shall have no responsibility or obligation to pay any commissions or compensation directly to you. You must contact ShareASale to address any questions or disputes regarding Commissions. Herbs & Kettles expressly disclaims any and all liability to you for miscalculations, errors, or mistakes in the payment of your earned Commissions by ShareASale.
7.6. The Commissions paid by ShareASale to you are the only compensation you are owed for your participation in our Affiliate Program. No other compensation of any kind or nature is payable to you under these Terms. You are solely responsible for (a) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under these Terms; and (b) any and all taxes, fees, duties, tariffs, or any other charges of any kind that may be imposed on you in connection with your participation in our Affiliate Program.
8. Herbs & Kettles Properties.
8.1. Herbs & Kettles grants you a limited, non-exclusive, revocable, right to use any marketing or advertising materials provided by us, including the Links, and only those Herbs & Kettles trademarks or logos provided on the ShareASale Interface or otherwise (collectively, the “Herbs & Kettles Properties”), in each case solely for the limited purpose of promoting our Products/Services to Prospective Customers in connection with our Affiliate Program. The Herbs & Kettles Properties may only be used as directed by us and only in precisely the same form provided to you by us. You agree not to take any action inconsistent with our ownership of the Herbs & Kettles Properties and any benefits accruing from your use of the Herbs & Kettles Properties shall automatically vest in Herbs & Kettles. All right, title, and interest in and to the Herbs & Kettles Properties and all goodwill associated therewith will remain and vest with Herbs & Kettles. You may not use any of the Herbs & Kettles Properties or anything confusingly similar thereto as part of the domain or sub-domain for your Affiliate Website.
8.2. Other than the limited license expressly set forth above, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Herbs & Kettles Properties, our Products/Services, the Site, the Links, and any other intellectual property and technology that we provide or use in connection with our Affiliate Program.
9. Advertising & Publicity. You will not create, publish, distribute, or print any written material, including emails, that reference our Affiliate Program or contain the Herbs & Kettles Properties without our prior written consent. You must comply with all rules, regulations, and requirements of the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq. if you intend to promote our Products/Services via electronic mail. All emails must be expressly sent on your behalf and must not directly or indirectly imply that the email is being sent by Herbs & Kettles.
10. Pay-Per-Click. If you engage in pay-per-click (“PPC”) advertising for your Affiliate Website, you may not:
10.1. Bid on any Herbs & Kettles trademarks (including without limitation Herbs & Kettles, Herbs & Kettles, Unmatched, cuttingedgefirewood.com, Ignite Perfection), or any variations or misspellings thereof, for search or content-based campaigns on Google, MSN, Yahoo!, Facebook or any other search or advertising network.
10.2. Use Herbs & Kettles trademarks in combination with any other keyword (e.g., “Herbs & Kettles Coupons,” “Herbs & Kettles Discount Codes”).
10.3. Use Herbs & Kettles trademarks in your ad title, ad copy, display name, or as the display URL.
10.4. Direct link to our Site from any PPC ad or use redirects that yield the same result.
10.5. Bid in any manner appearing higher than Herbs & Kettles for any search term in position 1-5 in any auction-style PPC advertising program.
10.6. Herbs & Kettles has a strict no tolerance policy on PPC trademark bidding. If you automate your PPC campaigns, it is your responsibility to exclude our trademarks from your program. If we suspect that you have engaged in PPC trademark bidding with any of our trademarks (or marks that we believe, in our sole discretion, are confusingly similar), we reserve the right to immediately terminate your participation in our Affiliate Program and you will not be entitled to receive a payout of your earned Commissions as of the date of such termination.
11. FTC Disclosure Requirements. All of your Affiliate Websites, pages, blogs/posts, or social media posts where Links for our Affiliate Program are posted in connection with an endorsement or review must include a clear and concise disclosure statement indicating that the Links are paid advertisements if it is not otherwise clear that Links are paid advertisements (a “Disclosure Statement”). A Disclosure Statement shall state that we are compensating you for your review or endorsement and must also clearly state that you received free products and/or services from us if you received any Products/Services for free in connection with your participation in our Affiliate Program. Disclosure Statements must be: (1) made as close as possible to the Link and any related claims; (2) placed “above the fold” of your Affiliate Website so that scrolling should be necessary to find the Disclosure Statement; and (3) not be published via pop-up windows. You are encouraged to review the FTC’s “.com Disclosures” Guidelines and the FTC’s Endorsement Guidelines for more information.
12. Third-Party Websites; Social Media. You are permitted to promote our Products/Services (including posting Links) on third party social media websites (Facebook, Twitter, etc.) and other blogs, forums, and similar websites in accordance with these Terms. If you use such third party websites to promote our Products/Services, you must comply with such third-party’s own terms and conditions regarding the posting of promotional content and you must:
12.1. Promote our Products/Services by posting Links on your own social media accounts (including Facebook and Twitter).
12.2. Not post Links on any public forum found on our social media accounts. By way of example only, you may not post Links in the comments or news feed sections of our Facebook page.
12.3. Not purchase or run ads on any social media website using the Links or any other Herbs & Kettles Properties.
13. Operations Outside the United States. The Links are intended for use within the United States only. If you are located outside of the United States or otherwise conducting business in another country, you shall abide by all applicable laws of the applicable country in which you are located or in which you are doing business. For the avoidance of doubt, if you are located or conducting business in the European Union, you are required to comply with its Privacy and Electronic Communications Directive.
14. Fraud & Communication Policy. Affiliate shall be responsible at all times to include appropriate policies and procedures to ensure the prevention and detection of any fraudulent activities. You shall promptly and honestly respond to any inquiry from us requesting information regarding Link clicks or orders for our Products/Services via a Link that we suspect may be in violation of these Terms. Herbs & Kettles reserves the right to immediately terminate your participation in our Affiliate Program and cancel any earned Commissions as of the termination date if:
14.1. You violate these Terms or any other policy relating to our Affiliate Program;
14.2. We suspect that your actions with respect to our Affiliate Program or otherwise have been fraudulent, deceptive, or in violation of applicable laws;
14.3. We have reason to believe that your communications to us or ShareASale are not forthcoming, are intentionally vague, or contain false or otherwise dishonest;
14.4. You do not respond within a reasonable time after we attempt to contact you using the information listed on the ShareASale Interface or your our emails to you are undeliverable; or
14.5. You are unable to substantiate or validate the source of traffic to our Site from your Affiliate Website through the Links with clear and demonstrable proof.
15. Term; Termination.
15.1. These Terms will be effective upon our approval of your application to participate in our Affiliate Program and shall continue in full force and effect until terminated as provided for herein.
15.2. These Terms, and your participation in our Affiliate Program, may be terminated at any time and for any reason upon written notice to the non-terminating party.
15.3. Upon termination of your participation in our Affiliate Program, you shall:
15.3.1. Immediately cease use of all Herbs & Kettles Properties and remove all of the same from your Affiliate Websites;
15.3.2. Immediately cease using the Links; and
15.3.3. As applicable, communicate to Prospective Customers that you are no longer a participant in our Affiliate Program and that all distributed Links are no longer valid.
15.4. The provisions of Sections 17, 19, 21, 22, 23, 24, and those that by their nature require survival following termination of these Terms and/or your participation in our Affiliate Program shall survive termination.
15.5. Upon the termination of your participation in our Affiliate Program, you will be entitled to receive your accrued but unpaid Commissions unless excepted by these Terms or when such termination is due to your breach of these Terms. As of the effective date of any termination, you will not be entitled to any new Commissions generated from Links, even if you distributed Links prior to the effective date of the termination. Termination of these Terms will not relieve either party from any liability accruing under these Terms (including the breach thereof) prior to termination.
16. Affiliate Responsibilities and Obligations.
16.1. Except as expressly set forth in these Terms, Affiliate shall never have the authority to assume or create any obligation or warranty, express or implied, on behalf of Herbs & Kettles, or to represent Herbs & Kettles in any capacity. Further, Affiliate shall have no authority or control over our prices or fees for our Products/Services.
16.2. You shall not:
16.2.1. Make any false, misleading or disparaging representations or statements with regard to Herbs & Kettles or our Products/Services;
16.2.2. Engage in any unfair or deceptive trade practice in connection with your participation in our Affiliate Program;
16.2.3. Use any “spam” emails, “junk mail,” or similar unwanted advertising or promotional materials in connection with the promotion of our Products/Services; or
16.2.4. Sell Links to third parties in exchange for a fee or other compensation.
16.3. You will comply with all laws, rules, and regulations applicable to your participation in our Affiliate Program and any of our other policies and procedures made available to you.
17. Indemnification. Affiliate agrees to indemnify and hold Herbs & Kettles, its officers, members, directors, managers, employees, agents, affiliates, successors, and assigns harmless from and against any and all claims, demands, lawsuits, or similar actions made by any third party due to or stemming from these Terms, Affiliate’s breach of these Terms, negligence, gross negligence, intentional misconduct, or Affiliate’s actions in violation of any applicable laws or regulations. The indemnification obligation under this Section includes Affiliate’s payment to Herbs & Kettles of our litigation costs, attorneys’ fees, and any other similar or related expenses.
18. NO WARRANTIES. HERBS & KETTLES’S SITE AND THE LINKS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND HERBS & KETTLES EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR NON-INTERRUPTION.
19. LIMITATION ON LIABILITY.
19.1. HERBS & KETTLES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF PRODUCTION, DOWN TIME, BUSINESS INTERRUPTION, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THESE TERMS, THE SITE, THE LINKS, COMMISSIONS, PRODUCTS/SERVICES, OR OTHERWISE, WHETHER CAUSED BY OR RELATED TO BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WHATSOEVER.
19.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, HERBS & KETTLES’S TOTAL LIABILITY TO AFFILIATE FOR ANY DAMAGES STEMMING FROM OR OTHERWISE RELATED TO THESE TERMS, THE SITE, THE LINKS, COMMISSIONS, PRODUCTS/SERVICES, OR OTHERWISE, FOR ANY REASON WHATSOEVER AND IRRESPECTIVE OF FORM OR FORUM, IS LIMITED TO THE LESSOR OF (A) THE COMMISSIONS PAID BY HERBS & KETTLES TO AFFILIATE IN THE SIX (6) MONTHS PRIOR TO THE ASSERTION OF SUCH CLAIM, DEMAND, OR OTHERWISE; OR (B) FIVE HUNDRED AND NO/100 UNITED STATES DOLLARS ($500.00).
19.3. AFFILIATE ACKNOWLEDGES THAT THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
19.4. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Amendments. We reserve the right to modify or otherwise amend any provision of these Terms, and any other terms, policies, or guidelines governing your participation in our Affiliate Program at any time at our sole discretion by providing notice to you (via email or posting on our Site or the ShareASale website) that these Terms have been modified. Your continued participation in our Affiliate Program following publication of such modified terms constitutes your acceptance of such modifications.
21. Dispute Resolution. If any dispute arises out of or otherwise related to these Terms, Herbs & Kettles and Affiliate agree to first attempt to resolve such dispute by negotiating in good faith. If the dispute cannot be resolved through good faith negotiation, Herbs & Kettles and Affiliate agree to submit the dispute to mediation administrated by the American Arbitration Association (“AAA”) pursuant to its Commercial Mediation Rules. If the dispute remains unresolved after such mediation, the dispute shall then be submitted to binding arbitration administered by AAA by a single arbitrator pursuant to its Commercial Arbitration Rules and judgment thereon may be entered in any court having jurisdiction thereof. The place of any mediation or arbitration shall be Atlanta, Georgia, USA. The arbitration shall be governed by the laws of the State of Georgia. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
22. CLASS ACTION WAIVER; WAIVER OF JURY TRIAL.
22.1. HERBS & KETTLES AND AFFILIATE AGREE THAT NEITHER OF THEM WILL ASSERT CLASS ACTION, COLLECTIVE ACTION, AND/OR REPRESENTATIVE ACTION CLAIMS AGAINST THE OTHER, WHETHER IN ARBITRATION OR OTHERSIE, WHICH ACTIONS ARE HEREBY WAIVED; EACH OF HERBS & KETTLES AND AFFILIATE SHALL ONLY SUBMIT ITS OWN, INDIVIDUAL CLAIMS IN ARBITRATION AND WILL NOT SEEK TO REPRESENT THE INTERESTS OF ANY OTHER PERSON OR ENTITY.
22.2. EACH OF HERBS & KETTLES AND AFFILIATE KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINSTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT.
23. Relationship of the Parties; Taxes. These Terms shall not be deemed to create an employer-employee relationship between Herbs & Kettles and Affiliate. Affiliate shall at all times be and remain an independent contractor with respect to Herbs & Kettles while participating in our Affiliate Program. Affiliate shall timely pay to the Internal Revenue Service and any other applicable state or local revenue authority all income and self-employment taxes attributable to Affiliate’s compensation hereunder. Herbs & Kettles shall have no liability for, or obligation to withhold, income or employment taxes with respect to any compensation paid to Affiliate.
24. Confidentiality. These Terms shall be kept strictly confidential by the parties and shall only be disclosed to a party’s attorney(s) and tax professional(s) on an as-needed basis.
25. Waiver. Our failure to require performance of any provision contained within these Terms shall not affect our right to require performance at any thereafter, nor shall a waiver of any breach of these Terms or any obligation under the same constitute a waiver of any subsequent breach or default or a waiver of the provision itself. All waivers must be in writing and signed by Herbs & Kettles to be effective.
26. Successors and Assigns. These Terms shall be binding upon and inure to the benefit of the parties hereto, and their heirs, personal representatives, successors and assigns. Affiliate may not assign its obligations under these Terms or its participation in our Affiliate Program without our prior written consent.
27. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflicts of law principles, except to the extent that United States federal law preempts Georgia law, in which case United State law will apply without reference to conflicts of law principles.
28. Force Majeure. Herbs & Kettles shall not be responsible or liable for any delay or failure to fulfill any provision of these Terms if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, supply chain issues, fires, floods, explosions, accidents, or any other cause beyond our reasonable control.
29. Headings. Headings contained in these Terms are inserted as a matter of convenience only and in no way limit, define, or describe the scope or intent of these Terms and do not in any way effect its provisions.
30. Attribution of Drafting. No inferences shall be made for or against any party based on attribution of drafting these Terms. These Terms shall be construed as if both parties drafted it equally.
31. Severability. If any provision of these Terms or the application thereof to any party, person, or circumstances shall be held invalid, illegal, or unenforceable to any extent, the remainder of these Terms and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
SHAREASALE TERMS & CONDITIONS
(November XX, 2022)
THESE HERBS & KETTLES, LLC AFFILIATE PROGRAM SHAREASALE TERMS & CONDITIONS (these “Terms”) govern your participation in the Herbs & Kettles Affiliate Program. Before joining or applying to our Affiliate Program, please carefully read these Terms. As a participant (or prospective participant) in our Affiliate Program, you and all of your employees, agents, and contractors are required to follow these Terms.
BY PARTICIPATING IN OUR AFFILIATE PROGRAM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND ANY OTHER POLICIES, GUIDELINES, DOCUMENTS, AND ANY OTHER MATERIALS THAT ARE MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. IF YOU DO NOT CONSENT TO THESE TERMS, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AFFILIATE PROGRAM. IF YOU ARE SIGNING UP ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY OR ENTITY WITH THE RIGHT TO BIND SUCH COMPANY OR ENTITY TO THESE TERMS.
THESE TERMS CONTAIN A BINDING DISPUTE RESOLUTION PROVISION, LIMITATION ON LIABILITY PROVISION, CLASS ACTION WAIVER PROVISION, AND JURY TRIAL WAIVER PROVISION, WHICH MAY AFFECT AFFILIATE’S RIGHTS. DO NOT SIGN THIS AGREEMENT UNLESS YOU HAVE READ AND UNDERSTAND THE TERMS, CONDITIONS, AND OBLIGATIONS OF THIS AGREEMENT.
1. Scope. These Terms govern the relationship between you and Herbs & Kettles with respect to your participation in our Affiliate Program. There are separate terms and conditions between you and ShareASale that may also apply to you.
2. Definitions. As used in these Terms, the following capitalized terms not otherwise defined shall have the following meanings:
2.1. “Affiliate Website” means any websites that you own or operate and that link to our Site and/or any other website that you use to promote the Herbs & Kettles Products or Services as permitted by these Terms.
2.2. ”Commission” means any fees that you earn in connection with your participation in our Affiliate Program.
2.3. “Herbs & Kettles”, “we”, “us”, or “our” refers to Herbs & Kettles, LLC and our respective employees, agents, affiliates, and contractors.
2.4. “Herbs & Kettles Affiliate Program” or “Affiliate Program” means the Herbs & Kettles marketing program operated and managed by ShareASale.
2.5. “Products/Services” means the products and services offered for sale by Herbs & Kettles on our Site.
2.6. ”Prospective Customer” means any visitor to your Affiliate Website or other individual to whom you promote our Products/Services in connection with your participation in our Affiliate Program.
2.7. ”ShareASale” means the third-party referral program management service used by Herbs & Kettles to operate and manage our Affiliate Program and which is available at www.shareasale.com.
2.8. “ShareASale Interface” means your Herbs & Kettles Affiliate Program homepage operated and managed by ShareASale that contains commission payment information and other Affiliate Program materials.
2.9. “Site” means our website, www.cuttingedgefirewood.com.
2.10. ”You” or “your” means the Herbs & Kettles Affiliate Program participant who has agreed to be bound by these Terms.
3. Enrollment. Our Affiliate Program is designed to provide an avenue for you to promote our Products/Services to Prospective Customers and, in exchange, earn Commissions in connection with such promotional activities. To participate in our Affiliate Program, you must first submit an application to us via the ShareASale website. After receiving a completed application, we will review your application materials (usually within two business days) and notify you by email of your acceptance or rejection into our Affiliate Program. We reserve the right to reject your application for any reason. You are responsible for ensuring that your application and account are, at all times, complete, accurate, and up to date and you agree that all communications sent to the email address listed on your account will be deemed to have been received by you even if your email address is incorrect or no longer current.
4. Affiliate Website Requirements. You are solely responsible for your Affiliate Website, including the development, maintenance, and technical operation of your Affiliate Website and all materials and content that appear on your website. At all times during your participation in our Affiliate Program, your Affiliate Website must:
4.1. Not infringe on our or any third party’s intellectual property, publicity, privacy, or other proprietary rights.
4.2. Not violate any applicable law, rule, or regulation.
4.3. Not contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
4.4. Not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage or otherwise interfere with or intercept any system, data, or personal information.
4.5. Not be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder.
4.6. Not contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website.
4.7. Accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from Prospective Customers, including a disclosure, where applicable or appropriate, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from Prospective Customers, and place or recognize cookies on visitors’ browsers.
5. Linking to Our Website. Upon acceptance into our Affiliate Program, we will make certain links and banner ads to our Site (collectively, “Links”) available to you through the ShareASale Interface. Links are customized for use in connection with our Affiliate Program and permit the tracking, reporting, and accrual of all Commissions that you may be entitled to in connection with your participation in our Affiliate Program. By participating in our Affiliate Program, you consent to the monitoring, using, and disclosing information about your Affiliate Site and Prospective Customers in connection with your display of Links on your Affiliate Website by us and ShareASale. Further, you must:
5.1. Only use Links in exactly the form provided to you through the ShareASale Interface. You are not permitted to manipulate or change the Links in any manner.
5.2. List all domains of your Affiliate Website(s) that currently contain Links in your Affiliate Program profile on the ShareASale Interface.
5.3. Not copy, resemble, or mirror the look and feel of our Site on your Affiliate Website. You will not, in any way, create the impression that your Affiliate Website is our Site. This includes framing our Site on your Affiliate Website in any manner.
5.4. Not engage in cookie stuffing or use pop-ups, false, or misleading links on your Affiliate Website. You will not attempt to mask the referring URL information for a Link (i.e. the page from where the Link click is originating).
5.5. Never use redirects to give the appearance that a Prospective Customer’s click on a Link came from another domain.
5.6. Not promote, post, or link to information about methods to manipulate or work around the requirements of a Link promotion.
5.7. Display Links in their entirety as provided to you through the ShareASale Interface.
5.8. Not advertise Links obtained from any means other than the ShareASale Interface, including via non-referral advertising, customer e-mails, paid searches, or any other campaign.
5.9. Not mislead Prospective Customers or give the appearance that any offer on our Site requires a click from your Affiliate Website in order to redeem such offer.
6. Redirects. If you redirect any Link in a manner that hides or manipulates its source, we may immediately terminate your participation in our Affiliate Program and you will not be entitled to receive a payout of your earned Commissions as of the date of such termination. We will have no obligation to pay you Commissions if you fail to properly implement the Links on your Affiliate Website.
7. Commissions.
7.1. Commissions may be earned when Prospective Customers follow Links from your Affiliate Website to our Site and place orders for our Products/Services. We reserve the right to reject orders for our Products/Services that do not comply with our Site’s requirements, which may be updated from time to time and any Products/Services ordered by any Prospective Customer will be governed by our Site’s terms and conditions. Prospective Customers who purchase our Products/Servies via the Links are our customers with respect to all activities they undertake in connection with our Products/Services.
7.2. Any Commissions that you are entitled to in connection with your participation in our Affiliate Program will be calculated as described on the ShareASale Interface. The ShareASale Interface will also list the Products/Services that will result in you earning a Commission when purchased by Prospective Customers and the related Commission percentage applicable to such sales. Eligible Products/Services and their related Commission percentages are subject to change at any time with or without notice to you.
7.3. We may occasionally offer you additional ways to earn Commissions through your participation in our Affiliate Program and, if so, we will publish such additional information on the ShareASale Interface.
7.4. Commissions may be adjusted or reduced due to order cancellations, duplicate tracking, returns, or disputed charges by Prospective Customers. Any such adjustment for a reversal, return, chargeback, or similar event will be reflected in your Affiliate Program account on the ShareASale Interface within 45 days of the applicable sale of our Products/Services to a Prospective Customer. ShareASale may withhold the payment of your earned Commissions during such 45-day window in its discretion.
7.5. The calculation and payment of all Commissions that you earn in connection with your participation in our Affiliate Program are performed by and processed through ShareASale and are governed by ShareASale’s terms and conditions. Commissions will be paid to you solely through ShareASale and Herbs & Kettles shall have no responsibility or obligation to pay any commissions or compensation directly to you. You must contact ShareASale to address any questions or disputes regarding Commissions. Herbs & Kettles expressly disclaims any and all liability to you for miscalculations, errors, or mistakes in the payment of your earned Commissions by ShareASale.
7.6. The Commissions paid by ShareASale to you are the only compensation you are owed for your participation in our Affiliate Program. No other compensation of any kind or nature is payable to you under these Terms. You are solely responsible for (a) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under these Terms; and (b) any and all taxes, fees, duties, tariffs, or any other charges of any kind that may be imposed on you in connection with your participation in our Affiliate Program.
8. Herbs & Kettles Properties.
8.1. Herbs & Kettles grants you a limited, non-exclusive, revocable, right to use any marketing or advertising materials provided by us, including the Links, and only those Herbs & Kettles trademarks or logos provided on the ShareASale Interface or otherwise (collectively, the “Herbs & Kettles Properties”), in each case solely for the limited purpose of promoting our Products/Services to Prospective Customers in connection with our Affiliate Program. The Herbs & Kettles Properties may only be used as directed by us and only in precisely the same form provided to you by us. You agree not to take any action inconsistent with our ownership of the Herbs & Kettles Properties and any benefits accruing from your use of the Herbs & Kettles Properties shall automatically vest in Herbs & Kettles. All right, title, and interest in and to the Herbs & Kettles Properties and all goodwill associated therewith will remain and vest with Herbs & Kettles. You may not use any of the Herbs & Kettles Properties or anything confusingly similar thereto as part of the domain or sub-domain for your Affiliate Website.
8.2. Other than the limited license expressly set forth above, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Herbs & Kettles Properties, our Products/Services, the Site, the Links, and any other intellectual property and technology that we provide or use in connection with our Affiliate Program.
9. Advertising & Publicity. You will not create, publish, distribute, or print any written material, including emails, that reference our Affiliate Program or contain the Herbs & Kettles Properties without our prior written consent. You must comply with all rules, regulations, and requirements of the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq. if you intend to promote our Products/Services via electronic mail. All emails must be expressly sent on your behalf and must not directly or indirectly imply that the email is being sent by Herbs & Kettles.
10. Pay-Per-Click. If you engage in pay-per-click (“PPC”) advertising for your Affiliate Website, you may not:
10.1. Bid on any Herbs & Kettles trademarks (including without limitation Herbs & Kettles, Herbs & Kettles, Unmatched, cuttingedgefirewood.com, Ignite Perfection), or any variations or misspellings thereof, for search or content-based campaigns on Google, MSN, Yahoo!, Facebook or any other search or advertising network.
10.2. Use Herbs & Kettles trademarks in combination with any other keyword (e.g., “Herbs & Kettles Coupons,” “Herbs & Kettles Discount Codes”).
10.3. Use Herbs & Kettles trademarks in your ad title, ad copy, display name, or as the display URL.
10.4. Direct link to our Site from any PPC ad or use redirects that yield the same result.
10.5. Bid in any manner appearing higher than Herbs & Kettles for any search term in position 1-5 in any auction-style PPC advertising program.
10.6. Herbs & Kettles has a strict no tolerance policy on PPC trademark bidding. If you automate your PPC campaigns, it is your responsibility to exclude our trademarks from your program. If we suspect that you have engaged in PPC trademark bidding with any of our trademarks (or marks that we believe, in our sole discretion, are confusingly similar), we reserve the right to immediately terminate your participation in our Affiliate Program and you will not be entitled to receive a payout of your earned Commissions as of the date of such termination.
11. FTC Disclosure Requirements. All of your Affiliate Websites, pages, blogs/posts, or social media posts where Links for our Affiliate Program are posted in connection with an endorsement or review must include a clear and concise disclosure statement indicating that the Links are paid advertisements if it is not otherwise clear that Links are paid advertisements (a “Disclosure Statement”). A Disclosure Statement shall state that we are compensating you for your review or endorsement and must also clearly state that you received free products and/or services from us if you received any Products/Services for free in connection with your participation in our Affiliate Program. Disclosure Statements must be: (1) made as close as possible to the Link and any related claims; (2) placed “above the fold” of your Affiliate Website so that scrolling should be necessary to find the Disclosure Statement; and (3) not be published via pop-up windows. You are encouraged to review the FTC’s “.com Disclosures” Guidelines and the FTC’s Endorsement Guidelines for more information.
12. Third-Party Websites; Social Media. You are permitted to promote our Products/Services (including posting Links) on third party social media websites (Facebook, Twitter, etc.) and other blogs, forums, and similar websites in accordance with these Terms. If you use such third party websites to promote our Products/Services, you must comply with such third-party’s own terms and conditions regarding the posting of promotional content and you must:
12.1. Promote our Products/Services by posting Links on your own social media accounts (including Facebook and Twitter).
12.2. Not post Links on any public forum found on our social media accounts. By way of example only, you may not post Links in the comments or news feed sections of our Facebook page.
12.3. Not purchase or run ads on any social media website using the Links or any other Herbs & Kettles Properties.
13. Operations Outside the United States. The Links are intended for use within the United States only. If you are located outside of the United States or otherwise conducting business in another country, you shall abide by all applicable laws of the applicable country in which you are located or in which you are doing business. For the avoidance of doubt, if you are located or conducting business in the European Union, you are required to comply with its Privacy and Electronic Communications Directive.
14. Fraud & Communication Policy. Affiliate shall be responsible at all times to include appropriate policies and procedures to ensure the prevention and detection of any fraudulent activities. You shall promptly and honestly respond to any inquiry from us requesting information regarding Link clicks or orders for our Products/Services via a Link that we suspect may be in violation of these Terms. Herbs & Kettles reserves the right to immediately terminate your participation in our Affiliate Program and cancel any earned Commissions as of the termination date if:
14.1. You violate these Terms or any other policy relating to our Affiliate Program;
14.2. We suspect that your actions with respect to our Affiliate Program or otherwise have been fraudulent, deceptive, or in violation of applicable laws;
14.3. We have reason to believe that your communications to us or ShareASale are not forthcoming, are intentionally vague, or contain false or otherwise dishonest;
14.4. You do not respond within a reasonable time after we attempt to contact you using the information listed on the ShareASale Interface or your our emails to you are undeliverable; or
14.5. You are unable to substantiate or validate the source of traffic to our Site from your Affiliate Website through the Links with clear and demonstrable proof.
15. Term; Termination.
15.1. These Terms will be effective upon our approval of your application to participate in our Affiliate Program and shall continue in full force and effect until terminated as provided for herein.
15.2. These Terms, and your participation in our Affiliate Program, may be terminated at any time and for any reason upon written notice to the non-terminating party.
15.3. Upon termination of your participation in our Affiliate Program, you shall:
15.3.1. Immediately cease use of all Herbs & Kettles Properties and remove all of the same from your Affiliate Websites;
15.3.2. Immediately cease using the Links; and
15.3.3. As applicable, communicate to Prospective Customers that you are no longer a participant in our Affiliate Program and that all distributed Links are no longer valid.
15.4. The provisions of Sections 17, 19, 21, 22, 23, 24, and those that by their nature require survival following termination of these Terms and/or your participation in our Affiliate Program shall survive termination.
15.5. Upon the termination of your participation in our Affiliate Program, you will be entitled to receive your accrued but unpaid Commissions unless excepted by these Terms or when such termination is due to your breach of these Terms. As of the effective date of any termination, you will not be entitled to any new Commissions generated from Links, even if you distributed Links prior to the effective date of the termination. Termination of these Terms will not relieve either party from any liability accruing under these Terms (including the breach thereof) prior to termination.
16. Affiliate Responsibilities and Obligations.
16.1. Except as expressly set forth in these Terms, Affiliate shall never have the authority to assume or create any obligation or warranty, express or implied, on behalf of Herbs & Kettles, or to represent Herbs & Kettles in any capacity. Further, Affiliate shall have no authority or control over our prices or fees for our Products/Services.
16.2. You shall not:
16.2.1. Make any false, misleading or disparaging representations or statements with regard to Herbs & Kettles or our Products/Services;
16.2.2. Engage in any unfair or deceptive trade practice in connection with your participation in our Affiliate Program;
16.2.3. Use any “spam” emails, “junk mail,” or similar unwanted advertising or promotional materials in connection with the promotion of our Products/Services; or
16.2.4. Sell Links to third parties in exchange for a fee or other compensation.
16.3. You will comply with all laws, rules, and regulations applicable to your participation in our Affiliate Program and any of our other policies and procedures made available to you.
17. Indemnification. Affiliate agrees to indemnify and hold Herbs & Kettles, its officers, members, directors, managers, employees, agents, affiliates, successors, and assigns harmless from and against any and all claims, demands, lawsuits, or similar actions made by any third party due to or stemming from these Terms, Affiliate’s breach of these Terms, negligence, gross negligence, intentional misconduct, or Affiliate’s actions in violation of any applicable laws or regulations. The indemnification obligation under this Section includes Affiliate’s payment to Herbs & Kettles of our litigation costs, attorneys’ fees, and any other similar or related expenses.
18. NO WARRANTIES. HERBS & KETTLES’S SITE AND THE LINKS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND HERBS & KETTLES EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR NON-INTERRUPTION.
19. LIMITATION ON LIABILITY.
19.1. HERBS & KETTLES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF PRODUCTION, DOWN TIME, BUSINESS INTERRUPTION, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THESE TERMS, THE SITE, THE LINKS, COMMISSIONS, PRODUCTS/SERVICES, OR OTHERWISE, WHETHER CAUSED BY OR RELATED TO BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WHATSOEVER.
19.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, HERBS & KETTLES’S TOTAL LIABILITY TO AFFILIATE FOR ANY DAMAGES STEMMING FROM OR OTHERWISE RELATED TO THESE TERMS, THE SITE, THE LINKS, COMMISSIONS, PRODUCTS/SERVICES, OR OTHERWISE, FOR ANY REASON WHATSOEVER AND IRRESPECTIVE OF FORM OR FORUM, IS LIMITED TO THE LESSOR OF (A) THE COMMISSIONS PAID BY HERBS & KETTLES TO AFFILIATE IN THE SIX (6) MONTHS PRIOR TO THE ASSERTION OF SUCH CLAIM, DEMAND, OR OTHERWISE; OR (B) FIVE HUNDRED AND NO/100 UNITED STATES DOLLARS ($500.00).
19.3. AFFILIATE ACKNOWLEDGES THAT THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
19.4. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Amendments. We reserve the right to modify or otherwise amend any provision of these Terms, and any other terms, policies, or guidelines governing your participation in our Affiliate Program at any time at our sole discretion by providing notice to you (via email or posting on our Site or the ShareASale website) that these Terms have been modified. Your continued participation in our Affiliate Program following publication of such modified terms constitutes your acceptance of such modifications.
21. Dispute Resolution. If any dispute arises out of or otherwise related to these Terms, Herbs & Kettles and Affiliate agree to first attempt to resolve such dispute by negotiating in good faith. If the dispute cannot be resolved through good faith negotiation, Herbs & Kettles and Affiliate agree to submit the dispute to mediation administrated by the American Arbitration Association (“AAA”) pursuant to its Commercial Mediation Rules. If the dispute remains unresolved after such mediation, the dispute shall then be submitted to binding arbitration administered by AAA by a single arbitrator pursuant to its Commercial Arbitration Rules and judgment thereon may be entered in any court having jurisdiction thereof. The place of any mediation or arbitration shall be Atlanta, Georgia, USA. The arbitration shall be governed by the laws of the State of Georgia. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
22. CLASS ACTION WAIVER; WAIVER OF JURY TRIAL.
22.1. HERBS & KETTLES AND AFFILIATE AGREE THAT NEITHER OF THEM WILL ASSERT CLASS ACTION, COLLECTIVE ACTION, AND/OR REPRESENTATIVE ACTION CLAIMS AGAINST THE OTHER, WHETHER IN ARBITRATION OR OTHERSIE, WHICH ACTIONS ARE HEREBY WAIVED; EACH OF HERBS & KETTLES AND AFFILIATE SHALL ONLY SUBMIT ITS OWN, INDIVIDUAL CLAIMS IN ARBITRATION AND WILL NOT SEEK TO REPRESENT THE INTERESTS OF ANY OTHER PERSON OR ENTITY.
22.2. EACH OF HERBS & KETTLES AND AFFILIATE KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINSTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT.
23. Relationship of the Parties; Taxes. These Terms shall not be deemed to create an employer-employee relationship between Herbs & Kettles and Affiliate. Affiliate shall at all times be and remain an independent contractor with respect to Herbs & Kettles while participating in our Affiliate Program. Affiliate shall timely pay to the Internal Revenue Service and any other applicable state or local revenue authority all income and self-employment taxes attributable to Affiliate’s compensation hereunder. Herbs & Kettles shall have no liability for, or obligation to withhold, income or employment taxes with respect to any compensation paid to Affiliate.
24. Confidentiality. These Terms shall be kept strictly confidential by the parties and shall only be disclosed to a party’s attorney(s) and tax professional(s) on an as-needed basis.
25. Waiver. Our failure to require performance of any provision contained within these Terms shall not affect our right to require performance at any thereafter, nor shall a waiver of any breach of these Terms or any obligation under the same constitute a waiver of any subsequent breach or default or a waiver of the provision itself. All waivers must be in writing and signed by Herbs & Kettles to be effective.
26. Successors and Assigns. These Terms shall be binding upon and inure to the benefit of the parties hereto, and their heirs, personal representatives, successors and assigns. Affiliate may not assign its obligations under these Terms or its participation in our Affiliate Program without our prior written consent.
27. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflicts of law principles, except to the extent that United States federal law preempts Georgia law, in which case United State law will apply without reference to conflicts of law principles.
28. Force Majeure. Herbs & Kettles shall not be responsible or liable for any delay or failure to fulfill any provision of these Terms if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, supply chain issues, fires, floods, explosions, accidents, or any other cause beyond our reasonable control.
29. Headings. Headings contained in these Terms are inserted as a matter of convenience only and in no way limit, define, or describe the scope or intent of these Terms and do not in any way effect its provisions.
30. Attribution of Drafting. No inferences shall be made for or against any party based on attribution of drafting these Terms. These Terms shall be construed as if both parties drafted it equally.
31. Severability. If any provision of these Terms or the application thereof to any party, person, or circumstances shall be held invalid, illegal, or unenforceable to any extent, the remainder of these Terms and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.