Good Start Packaging
Program Terms
GOOD START PACKAGING AFFILIATE PROGRAM AGREEMENT
Last Modified: April 9, 2024
PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“Good Start Packaging”). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese,” but we have tried to make it as readable as possible.
The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
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, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
DEFINITIONS
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
(a) “Completed Transaction” means the products of the Good Start Packaging ordered by a Customer have been delivered, the return period has expired, and thirty (30) days have elapsed since the goods or services were paid for in full.
(b) “Customer” means any person or party who purchases goods or services on goodstartpackaging.com after connecting to the goodstartpackaging.com from the Affiliate Site.
(c) “Links” means the banner, buttons, coding, or other manner in which a Customer is referred by one site to goodstartpackaging.com for the purpose of promoting the sale of goods or services on Good Start Packaging. The Links are prepared so as to track Customers who are directed from the Affiliate Site to goodstartpackaging.com and make a purchase which results in a Completed Transaction.
(d) “Net Sale Price” means the total received in US Dollars (after conversion from non-US currency to US Dollars, if necessary) from the Customer less (i) any tax collected by Good Start Packaging for or on behalf of any governmental or taxing authority (such as a sales tax or VAT), (ii) shipping and handling charges, (iii) restocking fees, (iv) credit card or other charges by attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, credit or allowances granted by the Good Start Packaging in its sole and absolute discretion.
e) “Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and that you must use to participate in the Affiliate Program. Good Start Packaging uses ShareASale to operate our affiliate program.
AFFILIATE ACCEPTANCE
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. 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. You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
AFFILIATE SITE AND CONTENT
You have sole and exclusive responsibility and liability for the development, operation, maintenance, and all materials and content that appear on the Affiliate Site. You shall operate and maintain the Affiliate Site in accordance with all applicable laws, rules, and regulations.
In consideration of the commission, you agree to place one or more of the Links on the Affiliate Site in accordance with the terms and conditions of this Agreement.
We reserve the right to monitor the Affiliate Site to determine if you are in compliance with this Agreement.
Good Start Packaging is not responsible for paying any commission if you do not use the Links provided to you by the Affiliate Tool without modification OR if you do not properly install those Links. This means the traffic will not be properly tracked to reflect that a Customer came from the Affiliate Site.
COMPENSATION FOR YOUR REFERRED TRAFFIC
Subject to your proper installation and use of the Links, you will be compensated based on the Net Sale Price from Completed. For each Completed Transaction, you will be paid 5% Percent of the Net Sale based upon the terms laid out in this agreement. Good Start Packaging operates under a 30-day cookie window.
The commission will be offset with respect to each Completed Transaction for which (a) Good Start Packaging issues discounts, credits or allowances, or (b) there is a chargeback issued against Good Start Packaging for any payment previously credited Good Start Packaging.
Good Start Packaging reserves the right to refuse an attempted purchase by any person, in Good Start Packaging’s sole and absolute discretion. You shall have no claim to any commission based on Good Start Packaging’s decision to not complete transactions with any person who accesses goodstartpackaging.com through a Link on the Affiliate Site.
The Commission relative to the Completed Transaction shall be payable to you on the 20th of the month (or the first working day after the respective date if the day falls on the weekend). You agree to the payment terms outlined in the Affiliate Tool by agreeing to this agreement.
Notwithstanding the foregoing, if and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the commission may be suspended pending completion of such documentation.
PPC COMPLIANCE (PAY PER CLICK)
Affiliates are not allowed to promote Good Start Packaging via PPC. Sales from published PPC ads, including brand terms (e.g., Good Start Packaging), will not be eligible to earn a commission.
FULFILLMENT AND CUSTOMER INFORMATION
Good Start Packaging is solely responsible for processing and fulfilling all orders of goods and services on goodstartpackaging.com, which shall be governed by the terms and conditions established by Good Start Packaging in its sole and absolute discretion. All information about such orders and the Customers is the sole and exclusive property of Good Start Packaging.
Additionally, you agree that Good Start Packaging may collect and process certain information about you.
LIMITED LICENSE RIGHTS
You agree to place one or more of the Links on the Affiliate Site. Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, Good Start Packaging grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Affiliate Site, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose without the express written consent of Good Start Packaging.
You may not change, add to, or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without Good Start Packaging’s express written consent; and you may not use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons or entities without the express written consent of Good Start Packaging. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Affiliate Site is Good Start Packaging.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of Good Start Packaging.
Upon suspension of this Agreement, the rights granted herein may, in the Good Start Packaging’s sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.
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REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
(b) You are the sole owner and operator of the Affiliate Site.
(c) The Affiliate Site does not and shall not:
(i) depict anyone less than eighteen (18) years of age;
(ii) contain material subject to 18 USC §2257 (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);
(iii) contain any information which you know or reasonably should know is false;
(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
(v) not use Good Start Packaging’s name or the Marks in any form of unsolicited communication, including unsolicited email (spam)
FEDERAL TRADE COMMISSION (FTC) AFFILIATE DISCLOSURE
Affiliate agrees to include a prominent disclosure statement near the relevant link or product promotion disclosing that Affiliate is promoting products or services where affiliate may receive commissions.
DISCLAIMERS
Good Start Packaging makes no representations or warranties as to the Site. To the maximum extent of the law, Good Start Packaging disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”
LIMITATION OF LIABILITY
IN NO EVENT WILL GOOD START PACKAGING BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.
IN NO EVENT SHALL THE LIABILITY OF GOOD START PACKAGING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY GOOD START PACKAGING. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
For purposes of this section, any reference to “Good Start Packaging” shall include Good Start Packaging’s affiliates, officers, employees, principals, agents and contractors.
TERM AND TERMINATION
This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you, and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.
RELATIONSHIP
(a) You are an independent contractor with respect to Good Start Packaging. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and Good Start Packaging. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of Good Start Packaging, or that Good Start Packaging has endorsed you and/or the Affiliate site or that you represent Good Start Packaging in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon Good Start Packaging.
(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from Good Start Packaging; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.
CONFIDENTIALITY
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of Good Start Packaging, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Good Start Packaging’s prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without Good Start Packaging’s prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.
Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from Good Start Packaging.
If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify Good Start Packaging in writing of such requirement and cooperate so that Good Start Packaging may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.
WAIVER
You expressly and unconditionally waive any and all claims against Good Start Packaging, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:
(a) Goodstartpackaging.com is partially or totally inoperative or inaccessible;
(b) there are bugs, errors or inaccuracies on Goodstartpackaging.com;
(c) a suspension, termination or other action was taken with respect to your account by Good Start Packaging even if such suspension, termination or other action resulted in a loss of profits to you;
(d) any claim relating to a change in this Agreement by Good Start Packaging;
(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.
For purposes of this section, any reference to “Good Start Packaging” shall include the Good Start Packaging’s affiliates, officers, employees, principals, agents, and contractors.
No waiver by Good Start Packaging of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Good Start Packaging in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.
You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. Good Start Packaging may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.
INDEMNIFICATION
Good Start Packaging and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”
You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to Good Start Packaging Indemnitees) and hold Good Start Packaging Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:
(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;
(b) any non-fulfillment of any agreement by you under this Agreement;
(c) any suit, action, proceeding, claim or investigation against Good Start Packaging Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;
(d) failure to comply with the terms of this Agreement by you or your employees and agents;
(e) failure to comply with applicable law by you or your employees and agents;
(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;
(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or
(h) the Affiliate Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.
If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against Good Start Packaging Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of Good Start Packaging Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. Good Start Packaging Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of Good Start Packaging Indemnitees, effect any settlement of any proceeding in respect of which Good Start Packaging Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of Good Start Packaging Indemnitees from all liability on claims that are the subject matter of such proceeding.
If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then Good Start Packaging Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as Good Start Packaging Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by Good Start Packaging Indemnitees.
Good Start Packaging may deduct or offset or withhold your Fees if Good Start Packaging, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to Good Start Packaging to which Good Start Packaging would be entitled to indemnification by you.
ASSIGNMENT; SUCCESSION
You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.
This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
CHOICE OF LAW
This Agreement shall be governed by the laws of the State of New Hampshire without regard to its conflict of laws rules or principles. 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 Manchester, New Hampshire.
AMENDEMENT; NO WAIVER
We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above. 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.
REMEDIES
All rights, remedies, undertakings, obligations and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.
This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
FORCE MAJEURE
Good Start Packaging shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement 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, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of Good Start Packaging.
INTERPRETATION
You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
COUNTERPARTS
This Agreement may be executed in counterparts, via any means (including facsimile and e-mail), all of which shall be effective, but when taken together shall comprise one agreement.
SEVERABILITY
If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between you and Good Start Packaging relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and Good Start Packaging, written or oral, to the extent they relate in any way to the subject matter hereof.
Last Modified: April 9, 2024
PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“Good Start Packaging”). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese,” but we have tried to make it as readable as possible.
The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
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, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
DEFINITIONS
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
(a) “Completed Transaction” means the products of the Good Start Packaging ordered by a Customer have been delivered, the return period has expired, and thirty (30) days have elapsed since the goods or services were paid for in full.
(b) “Customer” means any person or party who purchases goods or services on goodstartpackaging.com after connecting to the goodstartpackaging.com from the Affiliate Site.
(c) “Links” means the banner, buttons, coding, or other manner in which a Customer is referred by one site to goodstartpackaging.com for the purpose of promoting the sale of goods or services on Good Start Packaging. The Links are prepared so as to track Customers who are directed from the Affiliate Site to goodstartpackaging.com and make a purchase which results in a Completed Transaction.
(d) “Net Sale Price” means the total received in US Dollars (after conversion from non-US currency to US Dollars, if necessary) from the Customer less (i) any tax collected by Good Start Packaging for or on behalf of any governmental or taxing authority (such as a sales tax or VAT), (ii) shipping and handling charges, (iii) restocking fees, (iv) credit card or other charges by attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, credit or allowances granted by the Good Start Packaging in its sole and absolute discretion.
e) “Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and that you must use to participate in the Affiliate Program. Good Start Packaging uses ShareASale to operate our affiliate program.
AFFILIATE ACCEPTANCE
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. 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. You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
AFFILIATE SITE AND CONTENT
You have sole and exclusive responsibility and liability for the development, operation, maintenance, and all materials and content that appear on the Affiliate Site. You shall operate and maintain the Affiliate Site in accordance with all applicable laws, rules, and regulations.
In consideration of the commission, you agree to place one or more of the Links on the Affiliate Site in accordance with the terms and conditions of this Agreement.
We reserve the right to monitor the Affiliate Site to determine if you are in compliance with this Agreement.
Good Start Packaging is not responsible for paying any commission if you do not use the Links provided to you by the Affiliate Tool without modification OR if you do not properly install those Links. This means the traffic will not be properly tracked to reflect that a Customer came from the Affiliate Site.
COMPENSATION FOR YOUR REFERRED TRAFFIC
Subject to your proper installation and use of the Links, you will be compensated based on the Net Sale Price from Completed. For each Completed Transaction, you will be paid 5% Percent of the Net Sale based upon the terms laid out in this agreement. Good Start Packaging operates under a 30-day cookie window.
The commission will be offset with respect to each Completed Transaction for which (a) Good Start Packaging issues discounts, credits or allowances, or (b) there is a chargeback issued against Good Start Packaging for any payment previously credited Good Start Packaging.
Good Start Packaging reserves the right to refuse an attempted purchase by any person, in Good Start Packaging’s sole and absolute discretion. You shall have no claim to any commission based on Good Start Packaging’s decision to not complete transactions with any person who accesses goodstartpackaging.com through a Link on the Affiliate Site.
The Commission relative to the Completed Transaction shall be payable to you on the 20th of the month (or the first working day after the respective date if the day falls on the weekend). You agree to the payment terms outlined in the Affiliate Tool by agreeing to this agreement.
Notwithstanding the foregoing, if and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the commission may be suspended pending completion of such documentation.
PPC COMPLIANCE (PAY PER CLICK)
Affiliates are not allowed to promote Good Start Packaging via PPC. Sales from published PPC ads, including brand terms (e.g., Good Start Packaging), will not be eligible to earn a commission.
FULFILLMENT AND CUSTOMER INFORMATION
Good Start Packaging is solely responsible for processing and fulfilling all orders of goods and services on goodstartpackaging.com, which shall be governed by the terms and conditions established by Good Start Packaging in its sole and absolute discretion. All information about such orders and the Customers is the sole and exclusive property of Good Start Packaging.
Additionally, you agree that Good Start Packaging may collect and process certain information about you.
LIMITED LICENSE RIGHTS
You agree to place one or more of the Links on the Affiliate Site. Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, Good Start Packaging grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Affiliate Site, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose without the express written consent of Good Start Packaging.
You may not change, add to, or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without Good Start Packaging’s express written consent; and you may not use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons or entities without the express written consent of Good Start Packaging. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Affiliate Site is Good Start Packaging.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of Good Start Packaging.
Upon suspension of this Agreement, the rights granted herein may, in the Good Start Packaging’s sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.
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REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
(b) You are the sole owner and operator of the Affiliate Site.
(c) The Affiliate Site does not and shall not:
(i) depict anyone less than eighteen (18) years of age;
(ii) contain material subject to 18 USC §2257 (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);
(iii) contain any information which you know or reasonably should know is false;
(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
(v) not use Good Start Packaging’s name or the Marks in any form of unsolicited communication, including unsolicited email (spam)
FEDERAL TRADE COMMISSION (FTC) AFFILIATE DISCLOSURE
Affiliate agrees to include a prominent disclosure statement near the relevant link or product promotion disclosing that Affiliate is promoting products or services where affiliate may receive commissions.
DISCLAIMERS
Good Start Packaging makes no representations or warranties as to the Site. To the maximum extent of the law, Good Start Packaging disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”
LIMITATION OF LIABILITY
IN NO EVENT WILL GOOD START PACKAGING BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.
IN NO EVENT SHALL THE LIABILITY OF GOOD START PACKAGING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY GOOD START PACKAGING. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
For purposes of this section, any reference to “Good Start Packaging” shall include Good Start Packaging’s affiliates, officers, employees, principals, agents and contractors.
TERM AND TERMINATION
This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you, and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.
RELATIONSHIP
(a) You are an independent contractor with respect to Good Start Packaging. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and Good Start Packaging. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of Good Start Packaging, or that Good Start Packaging has endorsed you and/or the Affiliate site or that you represent Good Start Packaging in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon Good Start Packaging.
(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from Good Start Packaging; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.
CONFIDENTIALITY
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of Good Start Packaging, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Good Start Packaging’s prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without Good Start Packaging’s prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.
Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from Good Start Packaging.
If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify Good Start Packaging in writing of such requirement and cooperate so that Good Start Packaging may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.
WAIVER
You expressly and unconditionally waive any and all claims against Good Start Packaging, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:
(a) Goodstartpackaging.com is partially or totally inoperative or inaccessible;
(b) there are bugs, errors or inaccuracies on Goodstartpackaging.com;
(c) a suspension, termination or other action was taken with respect to your account by Good Start Packaging even if such suspension, termination or other action resulted in a loss of profits to you;
(d) any claim relating to a change in this Agreement by Good Start Packaging;
(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.
For purposes of this section, any reference to “Good Start Packaging” shall include the Good Start Packaging’s affiliates, officers, employees, principals, agents, and contractors.
No waiver by Good Start Packaging of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Good Start Packaging in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.
You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. Good Start Packaging may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.
INDEMNIFICATION
Good Start Packaging and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”
You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to Good Start Packaging Indemnitees) and hold Good Start Packaging Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:
(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;
(b) any non-fulfillment of any agreement by you under this Agreement;
(c) any suit, action, proceeding, claim or investigation against Good Start Packaging Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;
(d) failure to comply with the terms of this Agreement by you or your employees and agents;
(e) failure to comply with applicable law by you or your employees and agents;
(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;
(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or
(h) the Affiliate Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.
If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against Good Start Packaging Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of Good Start Packaging Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. Good Start Packaging Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of Good Start Packaging Indemnitees, effect any settlement of any proceeding in respect of which Good Start Packaging Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of Good Start Packaging Indemnitees from all liability on claims that are the subject matter of such proceeding.
If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then Good Start Packaging Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as Good Start Packaging Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by Good Start Packaging Indemnitees.
Good Start Packaging may deduct or offset or withhold your Fees if Good Start Packaging, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to Good Start Packaging to which Good Start Packaging would be entitled to indemnification by you.
ASSIGNMENT; SUCCESSION
You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.
This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
CHOICE OF LAW
This Agreement shall be governed by the laws of the State of New Hampshire without regard to its conflict of laws rules or principles. 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 Manchester, New Hampshire.
AMENDEMENT; NO WAIVER
We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above. 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.
REMEDIES
All rights, remedies, undertakings, obligations and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.
This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
FORCE MAJEURE
Good Start Packaging shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement 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, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of Good Start Packaging.
INTERPRETATION
You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
COUNTERPARTS
This Agreement may be executed in counterparts, via any means (including facsimile and e-mail), all of which shall be effective, but when taken together shall comprise one agreement.
SEVERABILITY
If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between you and Good Start Packaging relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and Good Start Packaging, written or oral, to the extent they relate in any way to the subject matter hereof.