PLEASE READ THIS ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RJG SALES AND SUPPLY, A LIMITED LIABILITY COMPANY REGISTERED IN THE STATE OF FLORIDA, UNITED STATES OF AMERICA.
Please read the terms and conditions of this affiliate program agreement carefully before you join our Program or begin marketing our products or website. Each Affiliate is responsible for assuring that its employees, agents, and contractors comply with this agreement.
We reserve the right to update and change these terms and conditions from time to time without notice. Any amendments, modifications, enhancements or changes to the RJG Sales Affiliate Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the RJG Sales Affiliate Program after any such changes shall constitute your consent to such changes. You can review the most current version of the terms and conditions at any time at https://gourmetmushroomsupply.com/index.php?main_page=referrer_signup&terms
Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding referral fee payments earned during, and prior to, the date of the violation.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
DEFINITIONS
As used in these terms and conditions: (i) “We”, “us”, “our”, or “RJG Sales” refers to RJG Sales and Supply, LLC and our website(s); (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the RJG Sales website located at https://gourmetmushroomsupply.com/ and any other website owned or operated by RJG Sales; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to the RJG Sales Affiliate Program; (vi) “Terms” refers to the terms and conditions herein
AFFILIATE OBLIGATIONS
ENROLLMENT
You must provide your legal full name, legal mailing address, a valid e-mail address, the URLs of every website you intend to promote our referral links on, and any other information requested in order to complete the sign-up process for an Affiliate account (“account”). It is your responsibility to keep all of your account’s profile information up-to-date at all times. If, at any time, any of your account information is determined to be invalid, your account may be terminated without notice.
You must be 18 years of age or older to join this Program.
Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. We do not permit you to share your username and password with any other person nor with multiple users on a network. Responsibility for the security of any usernames and passwords issued (including those of any Invitees) rests with you.
You may not use the Program for any illegal or unauthorized purpose.
To begin the enrollment process, you must complete and submit the online application. After receiving your application, we will review your website(s) and notify you of your acceptance or rejection into our Program. Please allow up to 10 days for your application to be reviewed. If your application is approved, we reserve the right to re-evaluate your application at a later time.
We reserve the right to reject any application for any reason.
WEBSITE RESTRICTIONS
Your participating website(s) may not:
1. Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
2. Violate any law, rule or regulation.
3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
6. Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
LINKING TO OUR WEBSITE
As a member of the Program, you will have access to our “Affiliate Account Manager” tool at https://gourmetmushroomsupply.com/index.php?main_page=referrer_main. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within our website) and banner images. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. When installing this code on Your Website, it is your responsibility to ensure each such link is correctly formatted.
We may also provide graphical images that can be used within the links to promote Gourmet Mushroom Supply. You may not modify these images in any way. We reserve the right to change the images at any time without notice.
RJG Sales reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
Your acceptance in our Program means you agree to and abide by the following:
1. You will only use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation.
2. We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
3. All domains that use your affiliate link must be listed in your account profile. If you use our affiliate link across multiple domains, each domain is to be listed and separated with a comma.
4. Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
5. You may not engage in cookie stuffing, include pop-ups, or false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
6. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.
7. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
9. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third-party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
10. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
REFERRAL COMMISSION EARNINGS
For a sale to be eligible to earn a referral commission fee, the customer must click-through a referral link from your site, social media post, or other communications to the Gourmet Mushroom Supply website and place an order within 10 days of the initial click-through. If the customer fails to place an order within those 10 days and later returns without following your link, you will not earn a referral fee. A referral fee is only earned for each purchase made within 10 days after the customer clicks-through your referral link. During this 10-day timespan, the Affiliate may earn multiple referral fees from a single customer. After 10 days, the customer must click-through your referral link again in order for you to earn additional referral fees on subsequent purchases from the customer.
We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled in their web browser. We will not pay referral fees if someone says they signed up through your website but it was not tracked by our system. We will not pay referral fees for any transaction that is not automatically recorded by our referral tracking system, even if our system is at fault for erroneously failing to record a transaction.
The referral fee is a pre-determined percentage of an order’s subtotal after any coupons have been applied from customers that you refer within 10 days of the customer’s click-through. The referral fee will be credited to your Affiliate account once a referred customer pays for their order in full, after the ‘sales pending’ period has expired, and after the transaction has been locked-in.
TRANSACTION LOCK DATES
All sales will remain in a 'sales pending period' and will not lock-in until 30 days after the respective order’s payment has cleared. All locked payments will be processed by us after the lock date.
PPC GUIDELINES
1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, Instagram or any other network unless given written permission first from us.
2. You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to 'Gourmet Mushroom Supply Coupons', ‘Gourmet Mushroom Supply Discount Codes', 'Gourmet Mushroom Supply Promo', etc.).
3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
4. You may not direct link to our website from any Pay Per Click (PPC) ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
5. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.
6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If brand bidding on PPC campaigns is discovered, you will be sent an e-mail asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.
TRADEMARKED TERMS
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):
RJG Sales and Supply, RJG Sales, gourmetmushroomsupply.com, www.gourmetmushroomsupply.com, Gourmet Mushroom Supply, Gourmet Mushroom Supply coupon code, Gourmet Mushroom Supply discount, Gourmet Mushroom Supply discount code, Gourmet Mushroom Supply promo, Gourmet Mushroom Supply promo code, Gourmet Mushroom Supply sale, Gourmet Mushroom Supply sales, Gourmet Mushroom Supply deal, Gourmet Mushroom Supply deals, MycoMix, Myco Mix
COUPON GUIDELINES
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
1. You may ONLY advertise coupon codes that are provided to you through the affiliate program.
2. Posting any information about how to work around the requirements of a coupon/promotion will result in removal from the program.
3. Coupons must be displayed in their entirety with the full offer.
4. You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
5. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
6. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem.
7. If your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate is deemed to be excessive, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as Affiliate-specific codes that are made available to the Affiliate directly or privately. Any other code is not considered valid and the Affiliate will not be given commission on these orders.
SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.
DOMAIN NAMES
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
OK
www.website.com/gourmetmushroomsupply
Not OK
gourmetmushroomsupply.website.com
www.gourmetmushroomsupply-coupons.com
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. You may not use our name or graphics in any bulk e-mail whatsoever unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints, naming us or our services, result from your marketing activities.
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of RJG Sales or Gourmet Mushroom Supply, or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.
If you do receive our written consent to promote us via an e-mail campaign, you must adhere to the following:
1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.
3. E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.
SOCIAL MEDIA
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:
1. You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, Instagram, etc. pages.
2. You ARE PROHIBITED from posting your affiliate links on OUR Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.
3. You ARE PROHIBITED from running Facebook ads with our trademarked company name.
4. You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
OPERATIONS OUTSIDE UNITED STATES
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
FTC DISCLOSURE REQUIREMENTS
When affiliate links for our affiliate program are posted as an endorsement or review and where it is not clear that the link is a paid advertisement, you must then comply with the US Federal Trade Commissions’ "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf and the US Federal Trade Commissions’ Endorsement Guidelines at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
MERCHANT RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any outstanding referral payments.
This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
TERMINATION
1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
3. You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for up to 180 days after the date of termination to ensure that the correct amount is paid.
4. Termination will result in the deactivation or deletion of your Affiliate Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they are suspected to have been earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
5. RJG Sales reserves the right to refuse service to anyone for any reason at any time.
6. Notice by e-mail, to your email address on our records, is considered sufficient notice to terminate this Agreement.
7. RJG Sales reserves the right to end this Program for any reason at any time.
MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the new Agreement on our site will indicate your agreement to the changes.
OUR CUSTOMERS
Customers who buy products through this Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.
ORDER PROCESSING
1. Only items that were purchased by customers who use the Program Affiliate Link (i.e. “referral link”) from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
2. It is strictly against policy to order products for yourself or any other person with the Program Affiliate Link that is assigned to you. If we determine that you are ordering through your own account, a guest account, an associate’s account, or attempting to circumvent this policy in any way, this Agreement will be terminated. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
3. It is against policy to order through a friend’s or associate’s affiliate link and vice versa. All click-throughs must be organic. If we determine that excessive commission is being earned through any particular customer’s account, we reserve the right to terminate this Agreement at any time.
4. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.
PAYMENT
Accrued referral fees are paid quarterly via check, Paypal, or gift certificate per the Affiliate’s preference. Referral payments are issued during the first weeks of January, April, July and October, and only when the accrued referral fees total $25 or more. If the Affiliate’s accrued referral fees total less than $25, the Affiliate’s referral fee balance will roll over to the following quarter. During the first week of these months, a payment will be issued in accordance with the Affiliate’s preferred payment method to the name and address that is recorded on the Affiliate’s submitted W9 form.
Customer payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures. If an order is refunded or charged-back, either in full or in partial, after the referral fee has been paid out to the Affiliate, the referral fees paid for the order will be deducted from the Affiliate’s future quarterly payment.
A summary of orders placed with an Affiliate’s referral link is available to the Affiliate by logging into their Affiliate account.
The referral fee structure is subject to change at our discretion.
We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in this Agreement and shall be the responsibility of, and payable by you.
We reserve the right to check and change commissions on the basis of orders actually paid. Any notification e-mail is not to be interpreted as a confirmed commission - this is only a notification, and every payment will be verified based on real transactions.
REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these Terms. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our Terms, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
1. You are not forthcoming, intentionally vague or are found to be lying.
2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your account profile.
3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that they have the appropriate checks and balances in place to proactively address these issues and adhere to our Program rules.
GRANT OF LICENSES
1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose.
2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us.
3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
DISCLAIMER
RJG SALES MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL RJG SALES’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
Nothing in this legal notice shall exclude or limit the Company's liability for:
- death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
- fraud; or
- misrepresentation as to a fundamental matter; or
- any liability which cannot be excluded or limited under applicable law.
INDEMNIFICATION
You hereby agree to indemnify and hold harmless RJG Sales, 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 site, including, without limitation, content therein not attributable to us.
ARBITRATION
Any dispute relating in any way to 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 shall be submitted to confidential arbitration in the State of Florida, United States. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
NOTICE
All notices given by you to us must be e-mailed to support@gourmetmushroomsupply.com. We may give notice to you at the e-mail address you provided to us when registering or the primary email address listed in your account profile. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- pandemic or other natural hazard;
- impossibility of the use of public or private telecommunications networks;
- the acts, decrees, legislation, regulations or restrictions of any government.
Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.
CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
MISCELLANEOUS
1. You agree that nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. 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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Florida without regard to the conflicts of laws and principles thereof.
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
8. 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 provision or any other provision of this Agreement.
INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.