BY SUBMITTING AN APPLICATION TO JOIN OR BY
PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ
THIS AGREEMENT AND THE HIGHGARDEN MARIJUANA TERMS AND CONDITIONS AND THAT YOU
AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Definitions
"Affiliate" - The business, individual,
or entity applying to or participating in the Affiliate Program, or that
displays HIGHGARDEN MARIJUANA’s products and Services and/or promotions on its
website, or other means, using an affiliate tracking code in exchange for
receiving a commission from HIGHGARDEN MARIJUANA for sales directly resulting from such
display.
"Affiliate Site" - The Affiliate's
website which displays HIGHGARDEN MARIJUANA’s Products and Services and/or
promotions.
"HIGHGARDEN MARIJUANA’s Products and
Services" - Web hosting and related products and services that are
available for purchase from HIGHGARDEN MARIJUANA .
"Commission Fees" - The amount you will
be paid for each Qualified Purchase by a Referred Customer that you refer to
HIGHGARDEN MARIJUANA subject to the
Commission Threshold and pursuant to the terms of this Agreement.
“Commission Threshold” - The amount of Commission
Fees an Affiliate must accrue prior to receiving a payment from HIGHGARDEN
MARIJUANA .
"Qualified Purchase" - A sale of
HIGHGARDEN MARIJUANA Products and
Services by HIGHGARDEN MARIJUANA , with a term of twelve (12) months or longer,
to a Referred Customer that is not excluded under Section 7.
"Referred Customer" - Each new and
unique customer referred from Affiliate through a Link (as defined in Section
3) that provides valid account and billing information.
"Registration Form" - Any and all order
forms or other signup or acceptance form submitted by a customer to purchase
HIGHGARDEN MARIJUANA ’s Products and Services.
Enrollment in the Affiliate Program
To begin the enrollment process, you must submit
a completed Affiliate Program Signup Form. The Signup Form can be found at
________________________.
We will evaluate your application in good faith
and will notify you of your acceptance or rejection in a timely manner. We may
reject your application if we determine (in our sole discretion) that your
website is not suitable for the Affiliate Program for any reason, including,
but not limited to, its inclusion of content that is, in our opinion, unlawful
or otherwise violates our Acceptable Use Policy.
If we reject your application, for any reason,
you may not re-apply to the Affiliate Program utilizing the same domain
name/URL or reapply using a different domain/URL name and then add the
previously rejected domain name/URL to your affiliate account. HIGHGARDEN
MARIJUANA , in its sole discretion, reserves the right to notify or to not
notify any prospective affiliate of their rejection or removal from the Affiliate
Program at any time.
Promotion of Our Affiliate Relationship
Use of Links. If you qualify and agree to
participate as an Affiliate, we will make a variety of graphic and textual
links available to you (each referred to herein as a "Link" or
collectively, as the "Links"). The Links will serve to identify your
website as a member of the Affiliate Program and will establish a link from
your website or e-mail to HIGHGARDEN MARIJUANA’s website. You agree to
cooperate fully with us in order to establish and maintain such Links. You
further agree that your use of the Links must be in compliance with this
Agreement at all times. HIGHGARDEN MARIJUANA
may modify the Links from time to time in its sole discretion. You will
not use graphic or textual images (indicating a Link) or text messages to
promote HIGHGARDEN MARIJUANA that are
not approved in advance by HIGHGARDEN MARIJUANA . All Affiliate Sites shall
display the Links prominently in relevant sections of their website.
Furthermore, you agree not to use cookie stuffing techniques that set the
affiliate tracking cookie without the Referred Customer's knowledge (e.g.
iframe). Any information with respect to HIGHGARDEN MARIJUANA that is going to be displayed on the Affiliate
Site must be preapproved by HIGHGARDEN MARIJUANA in writing.
Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL
NOT AND ARE NOT AUTHORIZED TO (i) USE THE HIGHGARDEN MARIJUANA TRADEMARK, NAME OR ANY OF OUR OTHER
INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED
MATERIALS (COLLECTIVELY, THE “HIGHGARDEN MARIJUANA IP”) (OR ANY VARIATIONS OR MISSPELLINGS
THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING)
WITHOUT HIGHGARDEN MARIJUANA ’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE
HIGHGARDEN MARIJUANA IP IN A DOMAIN OR
WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS
AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE),
IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES),
KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY
THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST
CONFUSION" OVER THE USE OF HIGHGARDEN MARIJUANA IP ON THE INTERNET OR IN ANY SEARCH ENGINE
ADVERTISING. YOUR USE OF HIGHGARDEN MARIJUANA
IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL
CONSTITUTE UNLAWFUL INFRINGEMENT OF HIGHGARDEN MARIJUANA ’S INTELLECTUAL
PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL
TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY
HIGHGARDEN MARIJUANA ’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR
PROCEEDING IN WHICH HIGHGARDEN MARIJUANA
SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY
OF HIGHGARDEN MARIJUANA ’S INTELLECTUAL PROPERTY RIGHTS.
Discounts and Coupons. You are not allowed to
post any refunds, credits or discounts on the HIGHGARDEN MARIJUANA Products and Services, or other content
concerning HIGHGARDEN MARIJUANA without
HIGHGARDEN MARIJUANA ’s prior written consent in each instance. Affiliates may
only use coupons and discounts that are provided exclusively through the
Affiliate Program using banners and links. Each Link connecting users of the
Affiliate Site to the pertinent area of the HIGHGARDEN MARIJUANA website will in no way alter the look, feel,
or functionality of the HIGHGARDEN MARIJUANA
website. Any violations of the terms surrounding links, coupons,
refunds, credits or discounts shall constitute a material breach of this
Agreement, and may result in your termination from the Affiliate Program or the
withholding of Commission Fees
Endorsement Compliance
It is the intent of HIGHGARDEN MARIJUANA to treat all of our customers fairly.
Accordingly, we require all HIGHGARDEN MARIJUANA Affiliates to comply with applicable laws,
regulations and guidelines concerning advertising and marketing, including
without limitation, the Federal Trade Commission Endorsement Guides, which
require that material connections between advertisers and endorsers be
disclosed. This means that all Affiliate Sites (e.g. directories, review/rating
websites, blogs, and other websites) and any email or collateral that provide
an endorsement or assessment of HIGHGARDEN MARIJUANA’s Products and Services
must prominently disclose the fact that you receive compensation for Referred
Customers.
For more information and suggestions about how to
comply with these guidelines, please visit our page entitled "Affiliate
Disclosure Requirements and Examples." Please note that this page is only
intended to provide guidance. It does not purport to provide legal advice and
it does not guarantee that you'll be in compliance with regulations should you
follow the suggestions presented. You are advised to seek and obtain your own
legal advice on how these rules apply to your website or other promotional
activities for which you receive compensation.
HIGHGARDEN MARIJUANA reserves the right to withhold Commission
Fees and cancel the affiliate relationship with you should we determine, at our
sole discretion, that you are not in compliance with the previously mentioned
guide or other regulations or guides that we deem relevant.
Data Security
In addition to the obligations set forth in
Section 4 (Endorsement Compliance), Affiliate shall comply with all applicable
data protection laws regarding the transmission of data exported to or from
Canada or the country in which Affiliate resides, including without limitation,
the General Data Protection Regulation. Affiliate, shall also implement
appropriate technical measures to ensure a level of security appropriate to the
risk, taking into account the nature, scope, context, and purpose of processing
any personal data. Affiliate agrees to promptly assist HIGHGARDEN
MARIJUANA in complying with any data
subject rights request under the Compliance that HIGHGARDEN MARIJUANA may receive from any individuals referred to
HIGHGARDEN MARIJUANA by Affiliate.
Affiliate further agrees to promptly assist HIGHGARDEN MARIJUANA in complying with any duties to cooperate
with supervisory authorities.
Order Processing
HIGHGARDEN MARIJUANA will process orders placed by Referred
Customers who follow the Links from an Affiliate to HIGHGARDEN MARIJUANA. We
reserve the right, in our sole discretion, to reject orders that do not comply
with certain requirements that we may establish from time to time. All aspects
of order processing and fulfillment, including HIGHGARDEN MARIJUANA’s services,
cancellation, processing, refunds and payment processing will be our
responsibility. We will track the Qualified Purchases generated by your
Affiliate Site and will make this information available to you through our
website. To permit accurate tracking, reporting, and commission accrual, you
must ensure that the Links between your website and our website are properly
formatted.
Commission Determination; Qualified Purchases
Commissions will be calculated based on the
commission rates stated on the HIGHGARDEN MARIJUANA website for each Qualified Purchase (as
defined herein) subject to commission accruing pursuant to Section 8 below. A “Qualified
Purchase” does NOT include the following:
A purchase by a Referred Customer that has
transferred from any HIGHGARDEN MARIJUANA
partners or subsidiaries.
A purchase by a Referred Customer who is also
associated with any HIGHGARDEN MARIJUANA
reseller, referral, or other program.
A purchase by a Referred Customer that is not up
to date on its payments or is subject to a refund, referral, or other program.
A purchase that was completed prior to the
Affiliate joining the Affiliate Program or was not tracked properly through an
Affiliate Link.
A purchase by a Referred Customer that has not
been in good standing for a period of at least thirty (30) days or is in
violation of HIGHGARDEN MARIJUANA’s Terms of Service, Acceptable Use Policy, or
other applicable policies at the time the Commission Fees accrue.
A purchase that HIGHGARDEN MARIJUANA suspects, in its sole discretion, is the
result of fraud, which shall include but is not limited to, the use of software
that generates real and fictitious information, multiple accounts from the same
customer, or the referral of accounts that do not comply with this Agreement.
A purchase referred by an Affiliate that has an
excessive cancellation rate as determined in HIGHGARDEN MARIJUANA’s sole
discretion.
A purchase by a Referred Customer if the Referred
Customer was offered or received coupons, refunds, credits or discounts from
the Affiliate.
A purchase by a Referred Customer if the
Affiliate or Referred Customer is in or is promoting a business-opportunity
program, as determined by us in our sole discretion.
A purchase by a Referred Customer who received a
popup with a discounted offer, while leaving HIGHGARDEN MARIJUANA’s website
during their purchase.
A purchase by a Referred Customer engaging in
"Domain Speculation," which is determined by the identification of
two (2) web hosting accounts with the same Referred Customer's name, email
address, or other identifying characteristic as determined by HIGHGARDEN
MARIJUANA and/or the identification of
two (2) or more web hosting accounts that have no content on their websites or
have similar content, templates or formatting, as determined by HIGHGARDEN
MARIJUANA , in our sole discretion.
HIGHGARDEN MARIJUANA reserves the right to withhold payment of
initial Commissions Fees to Affiliates who are new to the Affiliate Program, or
who have commissions that are potentially fraudulent as determined by
HIGHGARDEN MARIJUANA in its sole
discretion, to determine the legitimacy and cancellation rates of Referred
Customers.
HIGHGARDEN MARIJUANA reserves the right to suspend the payment of
Commission Fees at any time and indefinitely, if it suspects fraud or other
improper activity or a potential breach of any of the terms of this Agreement
by the Affiliate or a Referred Customer. HIGHGARDEN MARIJUANA reserves the right to deduct from Affiliate's
current and future Commission Fees any and all Commission Fees corresponding to
any fraudulent, questionable, and cancelled purchases.
HIGHGARDEN MARIJUANA reserves the right to immediately cancel or
withhold for later review any Commission Fee that fails to meet the criteria of
a “Qualified Purchase.” Affiliate is responsible for monitoring the payment,
denial, and withholding of Commission Fees; HIGHGARDEN MARIJUANA is not obligated to actively notify
Affiliates of the status of Commission Fees. If Affiliate has a question about
a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30)
days from the day the payment would have been due to contact HIGHGARDEN
MARIJUANA to request that the Commission
Fee be paid. Any changes to decisions about cancelled or withheld Commission
Fees are strictly made in HIGHGARDEN MARIJUANA ’s sole discretion.
Commissions for any Referred Customer who is
associated with any HIGHGARDEN MARIJUANA
reseller, referral or other program may not be considered a Qualified
Purchase. In other words, you may not receive double commissions or
compensation.
In the event that the Referred Customers that are
referred to HIGHGARDEN MARIJUANA by an
Affiliate are determined to have an excessive cancellation rate, as determined
by HIGHGARDEN MARIJUANA in its sole
discretion, HIGHGARDEN MARIJUANA
reserves the right to withhold or decline pending and future Commission
Fees to such Affiliate.
Any attempt by an Affiliate to manipulate,
falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees
to intentionally defraud HIGHGARDEN MARIJUANA
or any violation of the terms of this Agreement constitutes immediate
grounds for HIGHGARDEN MARIJUANA to
terminate the Affiliates participation in the Affiliate Program and will result
in the forfeiture of any Commission Fees due to the Affiliate.
Accrual of Commissions
Commissions will accrue and only become payable
once you (i) provide all relevant tax and address documentation pursuant to
Section 9 below and (ii) reach the Commission Threshold of $50 based on the
commission rates stated on the HIGHGARDEN MARIJUANA website, solely as applied to Qualified
Purchases which occurred within thirty (30) days of the end of the calendar
month in which the first of such Qualified Purchases occurred.
Commission Payments
Subject to the terms of this Agreement and the
accrual of commissions as set forth in Section 8 above, commissions will be
calculated according to the specified percentage or dollar amount set forth in
the commission report in your Affiliate Console for each Qualified Purchase
that accrues during the period for which such commission fee is being
calculated.
Commission Fees will be processed approximately
forty-five (45) to sixty (60) days after the end of the month or other period
in which they accrue. HIGHGARDEN MARIJUANA
will only compensate you for Qualified Purchases made in accordance with
this Agreement.
Commission Fees shall be paid based on the
current information in your Affiliate profile. You are required to notify us
promptly of any change in your address by updating your profile information in
the Affiliate console. You are responsible for informing HIGHGARDEN
MARIJUANA of your desired payment
form/type. You can update or change your desired payment method at any time by
updating your affiliate profile located in the affiliate console. Any changes
to your desired payment method may take up to two payout cycles to take effect.
You may choose to receive Commission Fees through
PayPal, ACP (automatic clear payment), check or hosting credit, subject to the
following conditions:
PayPal Payments:
ACP: HIGHGARDEN MARIJUANA offers an ACP transfer option to those who
earn over $1,500.00 in Affiliate Commission Fees over a ninety (90) day period.
HIGHGARDEN MARIJUANA is not responsible for paying any third-party
fees charged by PayPal or ACP in order for you to receive Affiliate Commission
Fees.
HIGHGARDEN MARIJUANA , in its sole discretion,
reserves the right to modify the available commission payment methods or
payment schedule at any time. Such changes shall take effect when posted.
Disputes: Affiliate has access to HIGHGARDEN
MARIJUANA 's real-time Affiliate Program statistics and agrees to file any
disputes within forty-five (45) days after the end of the month in which the
sale or event that is disputed occurred. Disputes filed after forty-five (45)
days of the date on which the disputed sale or event occurred will not be
accepted by HIGHGARDEN MARIJUANA and
Affiliate forfeits forever any rights to a potential claim.
It is solely your responsibility to provide
HIGHGARDEN MARIJUANA with accurate tax and payment information that is
necessary to issue a Commission Fee to you. If HIGHGARDEN MARIJUANA does not receive the necessary tax or payment
information within ninety (90) days of a Qualified Purchase which would
otherwise trigger Commission Fees, the applicable commissions shall not accrue
and no Commission Fees will be owed with respect to such Qualified Purchase.
Each Affiliate is required to submit a tax form
before any Commission Fees shall accrue. You are responsible for the payment of
all taxes related to the commissions you receive under this Agreement. In
compliance with Canadian tax laws, HIGHGARDEN MARIJUANA will issue a Form to Affiliates whose
earnings meet or exceed the applicable threshold.
Any address change must be made in the Affiliate
profile in the affiliate console at least fifteen (15) business days prior to
the end of the calendar month in order for Commission Fees for that month to be
processed
Reports of Qualified Purchases
You may log into your affiliate console to review
your click through and potential Qualified Purchases statistics on a daily
basis. The potential Qualified Purchases shown in this report have not been
reviewed to confirm they meet all criteria for Qualified Purchases. As such,
Commission Fees may not be issued for all Referred Customers that appear in the
affiliate console.
Obligations Regarding Your Affiliate Site
You are solely responsible for the development,
operation, and maintenance of your Affiliate Site and social media for all
materials that appear on your Affiliate Site. Such responsibilities include,
but are not limited to, the technical operation of your Affiliate Site and all
related equipment; creating and posting product reviews, descriptions, and
references on your Affiliate Site and linking those descriptions to our
website; the accuracy of materials posted on your Affiliate Site (including,
but not limited to, all materials related to HIGHGARDEN MARIJUANA Products and Services); ensuring that
materials posted on your Affiliate Site do not violate or infringe upon the
rights of any third party and are not libelous or otherwise illegal. We
disclaim all liability and responsibility for such matters
We have the right in our sole discretion to
monitor signups through your Affiliate Site from time to time to determine if
you are in compliance with the terms of this Agreement. If you are not in
compliance we may terminate your participation in the Affiliate Program
effective immediately.
HIGHGARDEN MARIJUANA Responsibilities
We will provide all of the information necessary
for you to make Links from your Affiliate Site to our site. HIGHGARDEN
MARIJUANA will be solely responsible for
order processing (including payment processing, cancellations, and refunds) for
orders for HIGHGARDEN MARIJUANA Products
and Services placed by a Referred Customer following a Link from your Affiliate
Site, for tracking the volume and amount of Qualified Purchases generated by
your Affiliate Site, and for providing information to Affiliates regarding
Qualified Purchase statistics. HIGHGARDEN MARIJUANA will be solely responsible for all order
processing, including but not limited to payment processing, cancellations,
refunds and related HIGHGARDEN MARIJUANA
service.
Policies and Pricing
Referred Customers who buy HIGHGARDEN
MARIJUANA Products and Services through
our affiliate network are deemed to be HIGHGARDEN MARIJUANA Customers. HIGHGARDEN MARIJUANA ’s Terms and
Conditions, rules, policies, and operating procedures will apply to such
customers. We may change our policies, pricing, and operating procedures at any
time. For example, HIGHGARDEN MARIJUANA
determines the prices to be charged for HIGHGARDEN MARIJUANA Products and Services sold through the
affiliate network in accordance with our own pricing policies. Prices and
availability of HIGHGARDEN MARIJUANA
Products and Services may vary from time to time, from affiliate to
affiliate, and from region to region. Because price changes may affect products
that you have listed on your Affiliate Site, you may or may not be able to
include price information in your product descriptions. We will use
commercially reasonable efforts to present accurate information on our website,
but we cannot guarantee the availability or price of any particular HIGHGARDEN
MARIJUANA Product or Service.
E-mails and Publicity
You shall not create, publish, transmit or
distribute, under any circumstances, any bulk email messages (also known as
"SPAM") without prior written consent from HIGHGARDEN MARIJUANA, to
be granted or denied in HIGHGARDEN MARIJUANA’s sole discretion, in each
instance. Additionally, you may only send emails containing a HIGHGARDEN
MARIJUANA affiliate link and or a
message regarding HIGHGARDEN MARIJUANA
or HIGHGARDEN MARIJUANA 's Affiliate Program to people who have
previously consented to receiving such communications from you. Your failure to
abide by this Section 14, our Anti-Spam Policy, and all applicable laws
relating to email communications, in any manner, will be deemed a material
breach of this Agreement by you and will result in the forfeiture by you of any
and all rights you may have to any commissions and the termination of your
participation in the Affiliate Program. Further, if your account has excessive
clicks in a very short period of time as determined by HIGHGARDEN
MARIJUANA in its sole discretion, the
Affiliate relationship may be terminated.
Licenses and Use of HIGHGARDEN MARIJUANA Logos and Trademarks.
Subject to the limitations set forth in Section 3
above and otherwise in this Agreement, we grant you a non-exclusive,
non-transferable, revocable license to (i) access our website through the Links
solely in accordance with the terms of this Agreement and (ii) solely in
connection with such Links, to use the HIGHGARDEN MARIJUANA trademark and logo and similar identifying
material provided by us (collectively, the "Licensed Materials"), for
the sole purpose of selling HIGHGARDEN MARIJUANA Products and Services on your Affiliate Site
and as approved in advance by us. You may not alter, modify, or change the
Licensed Materials in any way. You are only entitled to use the Licensed
Materials while you are an Affiliate in good standing and in compliance with
all of the terms of this Agreement.
You shall not use the Licensed Materials for any
purposes other than selling HIGHGARDEN MARIJUANA Products and Services, without first
submitting a sample to us and obtaining the express prior written consent of
HIGHGARDEN MARIJUANA in each instance.
You shall not use the Licensed Materials in any manner that is disparaging or
that otherwise portrays HIGHGARDEN MARIJUANA , any hosted member of HIGHGARDEN
MARIJUANA or any HIGHGARDEN
MARIJUANA employee or representative in
a negative light. We reserve all of our rights in the Licensed Materials and
your license to use such material is limited to the manner described herein. We
may revoke your license at any time, by giving you written notice. If not
previously revoked, this license shall immediately terminate upon the
termination of your participation in the Affiliate Program.
You grant to us a non-exclusive license to
utilize your name, title, trademarks, and logos (the "Affiliate
Trademarks") in any advertisement or other materials used to promote
HIGHGARDEN MARIJUANA and the Affiliate
Program, provided that HIGHGARDEN MARIJUANA ’s use of the Affiliate Trademarks
is not required and is at its sole discretion. This license shall terminate
upon the termination of your participation in the Affiliate Program.
Term and Termination
The term of this Agreement will begin upon our
acceptance of your Affiliate Program application and will end when terminated
by either party (the “Term”). Either party may terminate this Agreement at any
time, with or without cause.
You are only eligible to earn Commission Fees on
Qualified Purchases occurring during the Term. Commission Fees earned prior to
the date of termination will be eligible for commissions only if the orders for
the related HIGHGARDEN MARIJUANA Products and Services are not cancelled within
(30) days and comply with all of the terms of this Agreement. We may withhold
your final payment of Commission Fees for a reasonable time to ensure that all
Qualified Purchases are valid and payment from Referred Customers are
legitimate as determined by HIGHGARDEN MARIJUANA in its sole discretion.
Any Affiliate who violates this Agreement,
HIGHGARDEN MARIJUANA 's Terms and Conditions, or any applicable law will
immediately forfeit any right to any and all accrued, but not yet received,
Commission Fees and will be immediately removed from the Affiliate Program.
HIGHGARDEN MARIJUANA reserves the right to remove an Affiliate
from the Affiliate Program, and to terminate or suspend this Agreement, at any
time for any reason, in HIGHGARDEN MARIJUANA 's sole discretion.
Modification
We may modify this Agreement at any time in our
sole discretion; provided that the change shall solely apply to events occurring
after the date on which you accept and agree to such modifications unless you
otherwise agree herein. Such modifications shall take effect when posted on our
website. Modifications may include, but are not limited to, changes in the
scope of available Commission Fees, commission amounts or percentages, payment
procedures, Commission Fee payment schedules, and Affiliate Program rules. If
any modification is unacceptable to you, your only recourse is to terminate
this agreement, in which event you shall be entitled to your rights under the
unmodified Agreement prior to the date of the applicable modification. Your
continued participation in the Affiliate Program following our posting of any
modification on our website will constitute binding acceptance of the change.
Disclaimers
We make no express or implied warranties or
representations with respect to the Affiliate Program or any HIGHGARDEN
MARIJUANA Products and Services sold
through the Affiliate Program (including, without limitation, WARRANTIES OF
PRODUCTS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING
OUT OF PRODUCT PURCHASES, OR TRADE USAGE). In addition, we make no
representation that the operation of our website will be uninterrupted or error
free, and we will not be liable for the consequences of any interruptions or
errors, including the tracking of information concerning Referred Customers
during any period of interruption.
Relationship of Parties
You and HIGHGARDEN MARIJUANA are independent contractors, and nothing in
this Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties. You will
have no authority to make or accept any offers or representations on our
behalf. You will not make any statement, whether on your Affiliate Site/Social
Media or otherwise, that contradicts anything in this section.
Representations and Warranties
You hereby represent and warrant to us as
follows:
You have reviewed and understand this Agreement
and agree to be bound by its terms.
Your acceptance of this Agreement and
participation in the Affiliate Program will not violate (i) any provision of
law, rule, or regulation to which you are subject, (ii) any order, judgment, or
decree applicable to you or binding upon your assets or properties, (iii) any
provision of your by-laws or certificate of incorporation, or (iv) any
agreement or other instrument applicable to you or binding upon your assets or
properties.
You are the sole and exclusive owner of the Affiliate
Trademarks and have the power to grant to HIGHGARDEN MARIJUANA the license to use such marks in the manner
contemplated herein, and such grant will not (i) breach, conflict with, or
constitute a default under any agreement or other instrument applicable to you
or binding upon your assets or properties, or (ii) infringe upon any trademark,
trade name, service mark, copyright, or other proprietary right of any third
person or entity.
You are not required to obtain consent, approval,
or authorization of, or exemption by, or filing with, any governmental
authority or any third party in connection with your entrance into this
Agreement
There is no pending or threatened claim, action,
or proceeding against you, or any affiliate of yours with respect to the
Affiliate Trademarks, and, to the best of your knowledge, there is no basis for
any such claim, action, or proceeding.
During the Term, you will not include in your
Affiliate Site content that is, in our opinion, unlawful, harmful, threatening,
defamatory, obscene, harassing, racially, ethically, or otherwise objectionable
or are in violation of our Terms and Conditions or Acceptable Use Policy.
You are at least eighteen (19) years of age.
Each Referred Customer is valid, genuine, and
unique and meets the criteria of a Qualified Purchase for generating a
Commission Fee as provided in this Agreement.
Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA,
ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE
LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL
NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT
DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE
TO SUCH LIABILITY.
Indemnification
You hereby agree to indemnify and hold harmless
HIGHGARDEN MARIJUANA and its
subsidiaries and affiliates, and their directors, officers, employees, agents,
shareholders, partners, members, and other owners, against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs,
and expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) any claim that
our use of the Affiliate Trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other proprietary
right of any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your Affiliate Site, including, without limitation, its
development, operation, maintenance and content therein not attributable to us.
Confidentiality
Each of the parties hereto agrees that all
information including, without limitation, the terms of this Agreement,
business and financial information, HIGHGARDEN MARIJUANA and vendor lists, and pricing and sales
information, shall remain strictly confidential and shall not be utilized for
any purpose outside the terms of this Agreement except and solely to the extent
that any such information is (a) already lawfully known to or independently
developed by the receiving party, (b) disclosed in published materials, (c)
generally known to the public, or (d) lawfully obtained from any third party
any obligation of confidentiality to the discloser hereunder. Notwithstanding
the foregoing, each party is hereby authorized to deliver a copy of any such
information (a) to any person pursuant to a valid subpoena or order issued by
any court or administrative agency of competent jurisdiction, (b) to its
accountants, attorneys, or other agents on a confidential basis, and (c)
otherwise as required by applicable law, rule, regulation, or legal process including,
without limitation, the Securities Exchange Act of 1933, as amended, and the
rules and regulations promulgated thereunder, and the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
Independent Investigation
You understand that we may at any time (directly
or indirectly) solicit HIGHGARDEN MARIJUANA
relationships on terms that may differ from those contained in this
Agreement. We may also solicit relationships with entities that operate
websites that are similar to or compete with your Affiliate Site. You have
independently evaluated the desirability of participating in the HIGHGARDEN
MARIJUANA Affiliate Program and are not
relying on any representation, guarantee, or statement other than as set forth
in this Agreement
Miscellaneous
Governing Law. The laws of Canada will govern
this Agreement, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or Provincial Courts
in BC and Canada, you irrevocably consent to the jurisdiction of such courts.
Assignment. You may not assign this Agreement, by
operation of law or otherwise, without our prior written consent. Subject to
that restriction, this Agreement will be binding on, inure to the benefit of,
and be enforceable against the parties and their respective successors and
assigns
Waiver. 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 a provision or any other provision of this Agreement.