These terms and conditions (the “Agreement”), dated as of the date of your signature below (the “Effective Date”), is by and between Affilliate and Pioneer Marketing, having an address of 155 Christian Ln, South Deerfield, MA 01373. Affiliate and Pioneer are also sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.” 1.Services Provided to Pioneer. 1.1Scope of Services: You will post a link to mysa.wine on your website or social media channels governed by and consistent with the ShareASale guidelines available on the ShareASale website.2.Duties and Responsibilities of Affiliate.2.1Non-disparagement. Affiliate will not depict Pioneer’s MYSA brand in a manner that could reasonably be perceived as negative, derogatory or detrimental to the brands, name, reputation or trademarks of MYSA. Affiliate will not alter, distort, misrepresent or mischaracterize any of the depictions or characterizations of MYSA in any manner that violates or contravenes any national, federal, state, provincial or local laws, rules or regulations or that will infringe, harm, tarnish, diminish, dilute, or otherwise damage the goodwill, representation and value of MYSA. Should Pioneer deem that any of Affiliate’s communications or depictions of MYSA is inappropriate, Affiliate will immediately receive notice and remove any such communications. Affiliates and will refrain from issuing any statements of comments regarding such removal unless, and in the manner, as may be instructed by Pioneer.2.2Social Responsibility. Affiliate will not suggest, advocate, condone or participate in the excessive, abusive, underage or irresponsible consumption of beverage alcohol products, provide or furnish beverage alcohol or branded material to any person below the age of consent, appear intoxicated in public, appear consuming alcohol if visibly pregnant (if applicable), be arrested for or charged with any civil infraction or criminal offense relating in any way to the possession or consumption of beverage alcohol, including but not limited to driving while intoxicated or while under the influence of alcohol, or otherwise commit any act or do anything that is or may be an offense involving moral turpitude under any applicable laws, that may tend to bring Pioneer into public disrepute, contempt, scandal, or ridicule, that might tend to insult or offend the community or any substantial organized group thereof, or that might tend to injure the success of Pioneer.3.Payment and Costs.3.1Payment. Pioneer will pay Affiliate ten percent (10%) of the price posted on the mysa.wine website for only the first Approved Transaction placed by the individual linking from Affiliate. Approved Transactions and members will be tracked via email address, name, phone number. “Approved Transactions” are purchases made by a real customer, purchasing the service without any additional incentive provided by affiliate, confirmed and approved by Pioneer in its sole discretion and not cancelled by a customer within 30 days of initial purchase. In the event Affiliate is paid for any purchase that is not part of an Approved Transaction (an “Overpayment”), Pioneer may reduce any subsequent payment to affiliate by any Overpayment amount or require Affiliate to refund the Overpayment amount directly to Merchant. If Pioneer requests refund, Affiliate shall repay the Overpayment amount within thirty (30) days of Pioneer’s request.4.Term and Termination. This Agreement is effective as of the Effective Date and remains in force for a period of three (3) months unless otherwise terminated in accordance with the terms of this Agreement (the “Term”). Either Party may terminate this Agreement without cause by providing at least one (1) day notice prior written notice to the other Party. In addition, either Party may terminate this Agreement with immediate effect by written notice to the other Party if such other Party materially breaches this Agreement and fails to cure such breach within five (5) days of such written notice. Pioneer may terminate this Agreement immediately in the absence of breach if it has a reasonable suspicion of fraudulent activity. For the avoidance of doubt, Affiliate’s failure to comply with any provision of Section 1 is considered a material breach.5.Intellectual Property.Affiliate acknowledges that the trademarks, service marks, names, titles, symbols, logos, designs, artwork, phrases, trade names and trade dress, and any combination thereof (collectively “Marks”) that may be provided by Pioneer or any their respective affiliates, parents or subsidiaries, during the Term of this Agreement, whether registered, pending registration, or subsisting at common law and the goodwill associated therewith are the sole and exclusive property of Pioneer. Pioneer hereby grants Affiliate a limited, non-sublicensable, non-transferable, non-assignable license, during the Term, to post the www.mysa.wine url or any Mark provided by Pioneer or any their respective affiliates, parents or subsidiaries under this Agreement on Affiliate’s website or social channel solely for the purpose of providing a link to MYSA Natural Wine to Affiliate readers and according to the ShareASale guidelines and any other guidelines or guidance provided Affiliate by Pioneer or their respective affiliates, parents or subsidiaries. Affiliate accepts and recognizes that no right or license is granted under this Agreement for any use other than that specified herein. 6.Non-Exclusivity/Relationship of the Parties. This Agreement does not establish Affiliate as the exclusive Affiliate of Pioneer during the term of this Agreement or otherwise. Pioneer is not obliged to use the services of Affiliate except as specifically set forth in this Agreement. Nothing contained herein will be construed to place the parties in a relationship of partners, joint venturers, principal-agent, or employer-employee, and no party will have any power to obligate or bind the other whatsoever, except as specifically provided by the terms of this Agreement.7.Compliance with Law. Affiliate will ensure that its Services will not violate any laws, orders or regulations. Affiliate will comply with any federal, state and local laws pertaining to the Services that are the subject of this Agreement, including but not limited to those administered by state and federal alcohol beverage regulators, and the Federal Trade Commission. Affiliate will abide by the Federal Trade Commission’s Endorsement Guidelines available at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.8.Confidentiality. Pioneer and Affiliate shall employ proper procedures and standards designed to maintain the confidential nature of the terms of this Agreement, except to the extent (a) the disclosure of which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements; (b) disclosed to any one or more of such party's employees, officers, directors, agents, attorneys or accountants who would have access to the contents of this Agreement and such data and information in the normal course of the performance of such person's duties for such party, to the extent such party has procedures in effect to inform such person of the confidential nature thereof; and (d) that is reasonably believed by such party to be necessary for the enforcement of such party's rights under this Agreement. This obligation shall survive the termination or expiration of this Agreement. 9.Indemnification.(a)Affiliate will indemnify, defend and hold Pioneer and each of its parent, subsidiaries, affiliates, employees, directors, officers, members, partners and representatives (“Pioneer Indemnitees”) harmless from and against any loss which may be incurred as the result of any claim, suit, or proceeding made or brought against Pioneer Indemnitees based upon Affiliate’s website or social media, including but not limited to all content, any invasion of privacy, personal injury, or property damage, or other negligent act or omission committed or alleged to have been committed in any activity that arises out of the Services hereunder or breach of any representation made by Affiliate herein. (b)Upon assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, indemnitee will promptly notify indemnitor of the existence of such claim and give indemnitor a reasonable opportunity to defend and/or settle the claim at its own expense and with counsel of its own selection. Indemnitee will make available to indemnitor all books and records relating to the claim, and the parties agree to render to each other such assistance as may reasonably be requested in order to ensure a proper and adequate defense. Indemnitee will not make any settlement of any claims which might give rise to liability of indemnitor hereunder without the prior written consent of indemnitor.(c)This Section insofar as it applies to work undertaken while this Agreement is in effect, survives the termination or expiration of this Agreement. 10.General Provisions.10.1 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and may only be modified or amended in a written document signed by both Parties.10.2Severability. The invalidity or unenforceability of one or more provisions of this Agreement does not affect the validity or enforceability of any of the other provisions hereof, and this Agreement is to be construed in all respects as if such invalid or unenforceable provisions were omitted.10.3Waiver. No waiver or breach of any provision of this Agreement constitutes a waiver of any other provision, and no waiver is effective unless made in writing and signed by an authorized representative of the Party against whom such waiver is to be enforced10.4Assignment. This Agreement will not be assigned by either party without the written consent of the other party; provided, however, that Pioneer in its sole discretion may assign its rights and obligations hereunder to any affiliate or subsidiary10.5Construction. The Parties acknowledge that they have entered into this Agreement at arm’s length and in reliance upon their own independent investigation and analysis and that neither has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement, including, without limitation, any prior representations. 10.6Governing Law. This Agreement, including its formation, performance, termination or enforcement, and the Parties’ relationship in connection therewith, together with any related claims whether sounding in contract, tort or otherwise, shall be governed, construed and enforced in all respects in accordance with the laws of New York. Each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum10.7Titles. Titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall prevail
