TERMS AND CONDITIONS
The terms and conditions contained herein (these “Terms and Conditions”) shall be effective for all Products (as hereinafter defined) sold by Becket + Quill LLC, a California limited liability company (“B+Q”), to any affiliates through the marketing platform commonly known as “ShareASale” (each, an “Affiliate”). As used herein, “Product” shall mean the goods, merchandise (including components and related packaging, labeling, instructions, product descriptions, printed matter, and visual and digital information), materials, and items provided by B+Q, directly or indirectly.
1. NO EXCLUSIVITY. These Terms and Conditions shall not be construed as an exclusive engagement with B+Q, and B+Q may contract with other affiliates or vendors, at its sole discretion, for the sale of any products that are the same, similar or otherwise to any Product.
2. COST OF PRODUCTS. The parties hereto agree that the cost for all products sold by B+Q shall be as determined by B+Q in its sole discretion.
3. MARKETING OF PRODUCTS. Affiliates shall market the Product in such a manner so as to maximize gross sales of the Product. Affiliates may not publicly criticize, ridicule, disparage, or defame B+Q or any of its owners, employees, representatives, talent, or agents, or the Products, or make statements that may be derogatory or detrimental to B+Q’s brand or business reputation. Affiliates will comply with any trademark guidelines provided by B+Q. Affiliates shall (a) accurately and lawfully advertise and market the Products in a way that is consistent with B+Q’s applicable documentation and marketing materials, and (b) not make any representations or warranties regarding the Products that are inconsistent with B+Q’s applicable documentation or marketing materials. B+Q reserves the right to request the removal of any materials or media that, in B+Q’s sole discretion, do not comply with the terms of this Section or its brand standards.
4. ENDORSEMENT GUIDELINES. Affiliate acknowledges and agrees that it is required to comply with the Federal Trade Commission’s Endorsement and Testimonial Guides, as published on the Federal Trade Commission website (www.ftc.gov/bcp/guides/endorse.htm), when talking or writing about B+Q or the Products, as applicable.
5. INTELLECTUAL PROPERTY RIGHTS. B+Q exclusively owns and retains all right, title, and interest in and to the business of the B+Q, including but not limited to the Products, its marks, its technology, media, data, and any other intellectual property rights relating to the business of B+Q.
6. CONFIDENTIALITY. All proprietary and confidential information, including, without limitation, the terms of this Agreement and any non-public commercial, financial, marketing, business, sales, customer, or technical information, data, security measures and procedures, know-how or other information that the Affiliate knew or should have suspected, under the circumstances, to be considered confidential or proprietary by the disclosing party (collectively, the “Confidential Information”) shall be held in strict confidence and Affiliate shall not disclose any such Confidential Information to another person without the written consent of B+Q.
7. TERMINATION. B+Q may terminate the relationship with any Affiliate at any time in B+Q’s sole discretion.
8. LIMITATION OF LIABILITY. B+Q will not be liable to any Affiliate for any incidental, consequential, or punitive damages arising out of or related to these Terms and Conditions or the relationship between the parties, including with respect to the sale or use of any of the Products.
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