Please Read the Following…
Any persons that participate in our associate marketing initiatives (“affiliate marketing”) must accept the following T&C’s listed below without change. By registering for any of our affiliate programs you agree to this agreement, including the specific program Policies, participation requirements, Associate program IP licence, associates program fee statement and associate trademark guidelines. Please ensure you read them prior to commencing any partnerships with us.
1. Description of the Associates Program
The Associates Program permits you to monetise your website, social media user-generated content, or online site, by placing on your site links to a Plant&Hemp product. The links you display must use the special link formats we provide and comply with this agreement.
When our customers click through the special link to purchase an item sold or service offered on the Plant&Hemp website or take other actions, you can be reimbursed for qualifying purchases. In order to facilitate your advertisement of these items and services, we may make available to you, data, images, text, link formats, widgets, links, marketing content and other link tools, application program interfaces, and other information in connection the associate’s Program (“Program Content”). Program content specifically excludes any data, Images, text or other information or content relating to product offerings on any site other than the Plant&Hemp site.
2. Associates Program Compliance Requirements
You must comply with this Agreement to participate in the Associates Program and receive reimbursement for your work.
Failure to comply with the following agreement, or if you violate and conditions of any other applicable Plant&Hemp programs, then in addition to any other right or remedies available to us, we reserve the right to permanently withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation without further notice and without prejudice of any right of Plant&Hemp to recover damages in excess of this amount.
3. Plant&Hemp Customers
Our customers are not, by virtue of your participation in the Associates Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Plant&Hemp site will apply to these customers and may be changed at any time. You will not handle or address any contacts with any of our customers and these terms may be changed at any time. You will not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to an interaction with the Plant&Hemp site, you will state that those customers must follow contact direction on the Plant&Hemp site to address customer service issues.
You represent, warrant, and covenant that a) you will participate in the associates program and create, maintain, and operate your site in accordance with this Agreement b) neither your participation in the Associates program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licence, permits guidelines, codes of practice, industry standards, self-regulatory rules, judgements, decisions or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, (including all such rules governing communications, data protection, advertising, and marketing), c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Associates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) the information you provide in connection with the Associates Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Associates Program, and we will not be liable for any actions you undertake based on your expectations.
5. Identifying yourself as an associate
When selling products as part of the Plant&Hemp network it is essential you clearly display the following statement “As a Plant&Hemp Associate I earn from qualifying purchases.” Apart from this statement, you will not make any more public communication with respect to our agreement or your participation in the associate Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Term and Termination
The terms of this agreement start automatically when you sign up to be an associate via the website. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days for the date notice is provided. You can enact your 7-day termination of this Agreement by emailing firstname.lastname@example.org In addition, we may terminate this Agreement immediately at any time upon written notice to you for Cause. “Cause” means any of the following: (a) you are in material breach of this Agreement or you are in minor breach of this Agreement but you do not remedy it within 7 days; (b) we believe that we may face potential claims or liability in connection with your participation in the Associates Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Associates Program; (d) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (e) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (f) we have terminated the Associates Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licences granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 19 and 11 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
THE ASSOCIATES PROGRAM, THE PLANT&HEMP WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE PLANT&HEMP SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATE DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE ASSOCIATES PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUURAFFILATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT THE THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERINGS, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING. AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERING WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR.
ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAME, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS (Y) ANY INVESTMENT, EXPENDITURES, OR COMMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. LIMITATION ON LIABILITY
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL HAVE NO LIABILIITY FOR ANY MATER DIRECTLY OR INDIECTLY RELATING TO THE CREATION MAINTENANCE, OR OPPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATSS AND LICENSORS, AND OUR AND THEIR REPSECTIVE EMPLOYESS, OFFICERS, DIRECTORS, AND REPRESENTATIVES HARMLESS FROM AND AGAIONST ALL CLAIMS, DAMAGES, AND REPRESENTATIVES, HARLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXSPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHEATHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES’ OR CONTACTORS NEFLIGENCE OR WILLFUL MISCONDUCT.
10. Governing Law and Disputes
Any dispute relating in any way to the Associates Program or this Agreement (including any actual or alleged breach hereof), any transaction or activities under this Agreement, or your relationship with us or any of our affiliates will be subject tot he governing law and disputes provision for the applicable Plant&Hemp website set forth on Schedule 2.
Any taces and related obligations relating in any way to Associates Program or this Agreement (including any actual or alleged breach hereof), any transaction or activities under this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicate Plant&Hemp site set forth on Schedule 3.
12. Additional Provisions
We may send you emails relating to the Associates Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your website and users of your website that we obtain in connection with your display of Special Links and Program Content (for example. That a particular Plant&Hemp customer clicked through a Special Link from your website before buying a product on the Plant&Hemps website),(b) review, monitor, crawl and otherwise investigate your website to very compliance with this Agreement and (C) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your website as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Plant&Hemp Privacy Notice as set forth in Schedule 4. You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operated websites or applications that are similar to or compete with your website, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such or any other provision of this Agreement, and (d) and determinations or updates that may be made by us, any action that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken by us, and any approvals that may be given by us under this Agreement can be made, take or given in our sole discretion and are only effective if provided in writing by our authorised representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Associates Site (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with a Plant&Hemp affiliate under a separate affiliate marketing program that agreement will control with respect to such a separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Associates Program and supersedes all prior agreement and disclosures.
Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
Any information relating to Plant&Hemp or any of its affiliates that we provide or make accessible to you in connection with the Associates Program that is not known to the general public or that reasonably should be considered to be confidential Plant&Hemp’s “Confidential Information” and will remain Plant&Hemps exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and sure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use of disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentially or non-disclosure agreement between the parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offer or representation on our or our affiliates’ behalf. If you authorise, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
We reserve the right to modify any of the terms and conditions in this Agreement at any time and in our dissection by posting a change notice, revised Agreement, or revised Program Policy on the Associates Site or by sending notice of such a modification to you by email to the primary email address then[currently associated with your Associates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Feeds will be no less than seven Calendar days for the date the notice is provided.
YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS/ IF ANY MODIFICATION IS UNACCEPTABLE TO YOU YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6