Leaf Shave

AFFILIATE AGREEMENT

This is a contract between you (the “Affiliate”) and us (“Leaf Shave”). It describes how we will work together and other aspects of our business relationship. The Affiliate Agreement applies to your participation in our Advertising Program using the ShareASale platform (the “Affiliate Program”). We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program. If we update or replace the terms, we will let you know via electronic means. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

This Affiliate Agreement shall be read in conjunction with, and shall not replace, any of the terms set forth in the Standard Terms for Publishers issued to Leaf Shave by ShareASale.

Definitions
Marketing Affiliate Program means our marketing affiliate program as described in this Agreement.

Affiliate Lead means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

Affiliate Link means the unique tracking link provided to you by ShareASale that you place on your site or promote through other channels.

Affiliate Tool means the tool that we make available to you through ShareASale upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

Agreement means this Affiliate Agreement and all materials referred or linked to in here.

Commission means an amount described in the Affiliate Tool for each Customer Transaction.

Customer means the authorized actual purchaser of the Leaf Shave Products who has purchased or signed up to receive Leaf Shave products.

Customer Transactions means those transactions by Customers that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

Leaf Shave Content means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our product, website, and all information related to production and sale of Leaf Shave Products.

Leaf Shave Products means all Leaf Shave products.

We, us, our, and Leaf Shave means Leaf Shave Company, LLC.

You and Affiliate means the party, other than Leaf Shave, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity and Non-Employment
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties. This Agreement does not constitute an employment agreement, and nothing contained herein creates an employee-employer relationship between you and us.

Affiliate Acceptance
Once you complete an application to become an Affiliate, we will review your application and will determine if you shall be accepted as an Affiliate. We will not necessarily notify you whether you have been denied participation in our Affiliate Program. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Upon acceptance, you agree to comply with the terms and conditions of this Agreement at all times.

Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause. Either party may terminate this agreement upon written notice to the other party as provided herein. Such termination will take effect immediately upon receipt of written notice.

Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Customer Transactions
Affiliate Program Limits. We will pay you Commission for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Link made available by you, tracked by ShareASale, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. You can not receive a commission from wholesale or stocking partner orders.

Eligibility. To be eligible for Commission, a Customer Transaction must have occurred which is tracked and verified through ShareASale. You are not eligible to receive Commission or any other compensation from us if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, or (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Leaf Shave Policies, in violation of the ShareASale Standard Terms for Publishers, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program.

Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that are generated by the Affiliate Link that we make available to you and are accepted by Leaf Shave. If an Affiliate Lead does not purchase the Product(s) within 30 days of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Leaf Shave and an Affiliate Lead will be at Leaf Shave’s discretion.

Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through acceptance into the Affiliate Program); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions and ShareASale agreements and/or policies, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Commission Payment Amount and Taxes. The standard commission rate is 15% of the total purchase price of a Customer Transaction. Leaf Shave reserves the right to adjust this rate with reasonable notice, and any changes will be communicated via the ShareASale platform or email. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

Trademarks
During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our internal Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights
Leaf Shave’s Proprietary Rights. No license to any software is granted by this Agreement. The Leaf Shave Products are protected by intellectual property laws. The Leaf Shave Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Leaf Shave Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Leaf Shave Content, or the Leaf Shave Products in whole or in part, by any means, except as expressly authorized in writing by us. Leaf Shave and the Leaf Shave logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers, affiliates and partners to comment on the Leaf Shave Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Leaf Shave Products, without payment to you.

Affiliate’s Proprietary Rights. As between you and us, we shall not have any usage rights to any content you create.

Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Leaf Shave Products. For the avoidance of doubt, Customer will own and retain all rights to customer data.

Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Leaf Shave Product, Customer and Affiliate Lead information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Leaf Shave with leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Leaf Shave Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide all websites and domains you own where you intend to use Affiliate Links to generate leads; (iii) you will not purchase ads that direct to your site(s) that could be considered as competing with Leaf Shave’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) Affiliates may not purchase Leaf Shave products through their own affiliate links for resale or commission purposes; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, attorneys, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of data or information you provided us, (c) your noncompliance with or breach of this Agreement or any policies and/or agreements of ShareASale.

You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE LEAF SHAVE PRODUCTS, LEAF SHAVE CONTENT, OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE LEAF SHAVE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE LEAF SHAVE PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LEAF SHAVE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, LEAF SHAVE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General
Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Allegheny County, Pennsylvania.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Leaf Shave Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Leaf Shave: hello@leafshave.com

To you: your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us, other than the Standard Terms for Publishers and any other policies/agreements issued by ShareASale.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Leaf Shave Products, our trademarks, or any other property or right of ours.

No Products. We shall not provide any products to you or any other affiliate.

Sales by Leaf Shave. This Agreement shall in no way limit our right to sell the Leaf Shave Products, directly or indirectly, to any current or prospective customers. All sales/order, including sales that constitute Customer Transactions and are generated by the Affiliate Link, shall be fulfilled by Leaf Shave. You shall not receive or deliver any Leaf Shave Products under any circumstances unless express written permission is provided by us.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Email Marketing. If Leaf Shave creates an order for the affiliate, the affiliate is agreeing to receive regular email marketing from Leaf Shave including but not limited to, new product launches, restocks, and sales.