Program Agreement, between the following parties: Sourhouse LLC ("Advertiser"), based in Asheville, NC and any participates in the Sourhouse affiliate program on Shareasale ("Affiliate").The parties may be referred to individually as "Party" and collectively as the "Parties."NO EMPLOYMENT RELATIONSHIP:Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. Affiliate is an independent contractor and will, at all times, act as such. Affiliate is responsible for their own local, state, and federal tax liability, and no tax funds or other required payments, such as social security, will be withheld from any of Affilliate's fees.Advertiser specifically reserves the right to terminate this Agreement if Affiliate violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Advertiser or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.NON-EXCLUSIVITY:Nothing in this Agreement shall be deemed to create an exclusive relationship between Advertiser and Affiliate. The Affiliate is free to work with other advertisers and Advertiser may hire additional affiliates.INTELLECTUAL PROPERTYInfluencer and Advertiser each agree that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. No transfer of ownership of intellectual property may take place under this Agreement.Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use their intellectual property solely and exclusively in conjunction with this Agreement. No Party may modify the other Party's intellectual property in any way. Specifically, Advertiser grants Affiliate the license to use Advertiser's brand name and, if applicable, logo: SourhouseEither Party may revoke this license at any time, including if any misuse of intellectual property is found. This license will terminate at the expiration of this Agreement.Unauthorized use of any Party's intellectual property shall be considered unlawful infringement and each Party reserves all rights, including the right to pursue an infringement suit in federal court.COMPLIANCEAffiliate warrants and agrees to maintain full compliance with all Federal Trade Commission (FTC) rules and regulations, as well as any other applicable laws. This includes tagging all posts with relevant hashtags, such as "#sponsored," "#ad," or "#advertisement," as well as, where applicable, including relevant disclosure statements and marking posts as "Paid Partnership With." Advertiser recommends that Affiliate seek independent legal counsel to advise on specific compliance steps.INDEMNIFICATIONAffiliate agrees to defend and indemnify Advertiser and any of its agents (if applicable) and hold Advertiser harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Affiliate's conduct or actions. Advertiser shall be able to select its own legal counsel and may participate in its own defense, if Advertiser wishes.PPC RESTRICTIONS:The Affiliate may not at any time while acting as an affiliate of Sourhouse bid on the following Pay-Per-Click terms:SourhouseGoldieGoldie by SourhouseSourhouse Starter JarGENERAL PROVISIONS:a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.b) JURISDICTION, VENUE & CHOICE OF LAW: The Parties agree that North Carolina shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Influencer and Advertiser with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Buncombe, North Carolina. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The Parties hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Buncombe. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of North Carolina. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.f) NO WAIVER: In the event that any Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.h) FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.i) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.
