ACKNOWLEDGMENT - The Advertiser and the Affiliate acknowledge the terms of this Contract and will comply. Under no circumstances will be bidding your affiliate link be acceptable and will result in immediate termination payment.
TERRITORY - The territory for the Services and use of the Materials shall include the United States, (“Territory”), but the Affiliate may only post the Materials on the Internet when and as provided in this agreement and only on sites hosted in the United States, but access outside the Territory is not a breach. Should the Affiliate consider using Materials for an extended-term or in markets outside of the United States, approval must be granted by Advertiser in writing.
CONFIDENTIALITY - All information that Advertiser provides to the Affiliate regarding the Advertiser's brand or its products, processes, or services and all information developed by Affiliate as a result of providing the Services (collectively, “Confidential Information”) is proprietary and confidential to Advertiser. The Affiliate agrees never to use, disclose or publish any Confidential Information, except as required by law or to Affiliate’s legal and business representatives on a need-to-know basis as required to provide the Services under this agreement.
TERMINATION - Both parties have the right to terminate this agreement at any time with proper written notice.
If this Agreement is terminated by the Advertiser as set forth above, the Advertiser will cease all use of Materials and Affiliate will refund any portion of the fee paid prior to termination,
pro-rated based on Services actually performed as required and the portion of the Term that has elapsed (and for the avoidance of doubt, all of the Services shall be deemed to have been performed after Program takes place) and the Affiliate will not be obligated to make any further payments to The Affiliate under this agreement.
If this Agreement is terminated by The Affiliate due to a breach by The Advertiser, and The Advertiser fails to cure the breach promptly after written notice from Affiliate, The Affiliate shall be entitled to the revenue share generated by orders using the designated discount link.
The parties will attempt to resolve all disputes by good-faith negotiation. Any disputes unresolved following such good faith negotiation will be mediated promptly by a single, qualified neutral mediator mutually selected by the parties. Any such mediation shall be confidential and not open to the public or press. Litigation can only occur if this mediation is unsuccessful.
FORCE MAJEURE - This Agreement may be terminated by either party with no liability in the event either party is unable to perform its obligations under this Agreement for a continuous period of ten (10) business days due to causes constituting “Force Majeure.” For purposes of clarity, the Force Majeure shall mean the failure by a party to perform any of its obligations under this Agreement arising from causes beyond its reasonable control, including, but not limited to, generally, earthquake, lightning, storm, hurricane, fire, explosion, war, terrorism, military conflicts, failure of public services, absence of transport facilities, labor disputes, acts of God, public health crisis, pandemic, epidemic, quarantine, disease outbreak, government mandate, and/or the like. In such an instance of termination, parties shall be paid for services rendered through the effective date of termination.
AMENDMENT - This contract can only be changed or modified through the written consent of both parties (Advertiser and Affiliate).
GOVERNING LAW - This contract shall be governed under the laws of Washington (USA).
