Affiliate Program Terms and Conditions

These Affiliate Program Terms and Conditions (this “Agreement”) constitute a legally binding contract between Hunter Donia LLC, a Pennsylvania limited liability company with its principal place of business in the Commonwealth of Pennsylvania (“Company,” “we,” “us,” or “our”), and you, the individual or entity applying to participate in, or participating in, the Company’s affiliate marketing program (the “Program”) (“Affiliate,” “you,” or “your”). Company and Affiliate are each a “Party” and together the “Parties.”

PLEASE READ THIS AGREEMENT CAREFULLY. By checking the “I agree” box on the affiliate enrollment form, submitting an application to the Program, accessing or using any affiliate dashboard, promoting any Product, or accepting any Commission, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the Company’s Privacy Policy, and all other policies incorporated herein by reference. If you do not agree, you must not apply to, enroll in, or participate in the Program.

SECTION 23 OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth below:

• “Affiliate Link” means a uniquely encoded uniform resource locator (URL), tracking code, coupon code, passthrough parameter, or other identifier issued by Company to Affiliate for the purpose of tracking referrals of Qualified Purchases.
• “Applicable Law” means all federal, state, local, and foreign laws, statutes, rules, regulations, orders, ordinances, and judicial or administrative decisions applicable to a Party or to the performance of this Agreement, including, without limitation, Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45), the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), the CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Lanham Act (15 U.S.C. § 1051 et seq.), the Digital Millennium Copyright Act (17 U.S.C. § 512), the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.), the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. § 5301 et seq.), and all applicable data-protection and consumer-privacy laws.
• “Commission” means the referral fee payable by Company to Affiliate in respect of a Qualified Purchase, calculated in accordance with Section 10.
• “Confidential Information” has the meaning set forth in Section 14.
• “Cookie Window” means the attribution period during which a referred Customer’s purchase may be credited to Affiliate, as specified in the Program dashboard and subject to change by Company pursuant to Section 24.
• “Customer” means an end-user who purchases a Product.
• “Marketing Materials” means any text, graphics, images, banners, videos, copy, logos, trademarks, trade names, or other creative assets provided or approved by Company for Affiliate’s use in promoting Products.
• “Net Sale” means the gross purchase price actually received and retained by Company for a Product, less (i) applicable refunds, chargebacks, returns, cancellations, and disputed transactions; (ii) sales, use, value-added, excise, and similar taxes; (iii) shipping, handling, and processing fees; (iv) coupons, discounts, promotional credits, and rebates; and (v) payment-processor fees.
• “Product” means any product, service, program, course, event, membership, subscription, digital good, or other offering that Company designates in writing (including through the Program dashboard or website) as eligible for promotion under the Program. Company may add or remove Products from the Program at any time in its sole discretion.
• “Qualified Purchase” means a bona fide, completed purchase of a Product by a Customer (other than Affiliate or a Prohibited Self-Referral) that (i) is tracked to Affiliate through an Affiliate Link within the Cookie Window, (ii) is paid in full in immediately available funds, (iii) is not refunded, charged back, disputed, cancelled, or otherwise reversed, and (iv) does not violate this Agreement or Applicable Law.
• “Program Site” means hunterdonia.com and any successor or related property designated by Company.

2. Appointment; Scope of the Program

Subject to Affiliate’s continuing compliance with this Agreement, Company hereby appoints Affiliate as a non-exclusive, non-transferable, revocable independent marketer authorized solely to promote the Products and to earn Commissions on Qualified Purchases in accordance with this Agreement. Company reserves the right, in its sole and absolute discretion, to accept or reject any application, and to add, modify, suspend, or discontinue the Program, any Product, any Commission rate, any Cookie Window, or any other term at any time, with or without notice, as permitted by Section 24. Nothing in this Agreement grants Affiliate any exclusivity, territory, quota, or minimum earnings guarantee of any kind.

3. Eligibility

To apply for or participate in the Program, Affiliate represents and warrants that Affiliate:

• is at least eighteen (18) years of age and of legal age to form a binding contract in Affiliate’s jurisdiction of residence;
• has full legal capacity, right, power, and authority to enter into and perform this Agreement;
• is not a competitor of Company and is not acting on behalf of a competitor;
• is not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), and is not listed on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List);
• will comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) and all other applicable anti-bribery, anti-corruption, and anti-money-laundering laws; and
• is not a current employee, contractor, family member of an employee, or other person whose participation would present a conflict of interest, without Company’s prior written consent.

Company may, at any time and without liability, refuse, suspend, or terminate any Affiliate’s participation in the Program if Company determines in its sole discretion that Affiliate does not or no longer satisfies any eligibility requirement.

4. Enrollment and Account Information

Affiliate shall provide true, accurate, current, and complete information during the enrollment process and shall promptly update such information as needed to keep it true, accurate, current, and complete. Affiliate is solely responsible for maintaining the confidentiality of any credentials, tokens, or dashboard URLs issued to Affiliate and for all activity that occurs under Affiliate’s account. Affiliate shall promptly notify Company of any unauthorized use or suspected compromise of Affiliate’s account, credentials, or Affiliate Link. Affiliate acknowledges that dashboard access may be token-based and that anyone in possession of the dashboard URL may be able to view Affiliate’s statistics and update certain non-sensitive fields; Affiliate assumes sole responsibility for safeguarding such URL.

5. Independent Contractor Status

The Parties expressly acknowledge and agree that Affiliate is an independent contractor and not an employee, agent, joint venturer, franchisee, legal representative, or partner of Company for any purpose. Nothing in this Agreement creates any employment, fiduciary, joint venture, partnership, franchise, or agency relationship between the Parties. Affiliate has no authority, and shall not represent to any third party that Affiliate has any authority, to bind Company, to make any representations or warranties on behalf of Company, to incur any liability or obligation on behalf of Company, or to act in the name of Company. Affiliate is solely responsible for, and Company shall not withhold or pay, any federal, state, or local income tax, FICA, unemployment insurance, workers’ compensation, disability insurance, or similar amounts with respect to Affiliate. Affiliate shall not be entitled to any employee benefits of any kind. Any Commissions that equal or exceed the applicable reporting threshold under Section 6041 of the Internal Revenue Code of 1986, as amended (currently US$600 in a calendar year), will be reported by Company on IRS Form 1099-NEC, and Affiliate shall timely furnish a completed and signed IRS Form W-9 (or, for non-U.S. Affiliates, the applicable Form W-8) as a condition of payment.

6. License to Marketing Materials and Marks

Subject to Affiliate’s continuing compliance with this Agreement, Company hereby grants to Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this Agreement, to: (a) display and distribute the Marketing Materials solely for the purpose of promoting the Products through the Affiliate Link; and (b) use Company’s trademarks, service marks, trade names, logos, and brand elements (collectively, the “Marks”) solely as necessary to exercise the foregoing license and strictly in accordance with any written brand or usage guidelines provided by Company.

All goodwill arising out of Affiliate’s use of the Marks shall inure solely to the benefit of Company. Affiliate shall not (i) modify the Marks or Marketing Materials, (ii) combine the Marks with any other trademark or form a composite mark, (iii) use the Marks in a manner that is misleading, disparaging, or that dilutes, tarnishes, or infringes any Company intellectual property right, (iv) register or attempt to register any domain name, social media handle, username, search keyword, metatag, NFT, or trademark that incorporates or is confusingly similar to any Mark, (v) engage in typosquatting, cybersquatting, or the registration of misspellings or variations of the Marks or Products, or (vi) bid on or purchase any Mark, Product name, or confusingly similar term as a keyword, search term, or ad extension on Google, Bing, Meta, TikTok, or any other paid-search or paid-social platform. Company may revoke the foregoing license at any time, in whole or in part, upon notice to Affiliate. Upon revocation or termination, Affiliate shall immediately cease all use of the Marks and Marketing Materials.

7. Permitted Marketing Practices

Affiliate may promote the Products only through lawful, ethical, and non-misleading means, including:

• Affiliate’s own websites, blogs, newsletters, podcasts, and social-media accounts in which Affiliate has a genuine and pre-existing audience;
• organic social-media posts, stories, reels, and direct communications with Affiliate’s existing, opt-in audience;
• in-person conversations, live events, and one-to-one outreach to persons with whom Affiliate has an established relationship; and
• paid media only where expressly permitted in writing by Company in advance, and always subject to Section 8.

8. Prohibited Conduct

Affiliate shall not engage in, permit, or facilitate any of the following, each of which is a material breach of this Agreement:

• False or deceptive advertising in violation of Section 5 of the FTC Act or any state “little FTC Act,” including untrue, exaggerated, unsupported, or misleading claims about the Products, Company, Company’s personnel, earnings, results, income, business opportunities, health outcomes, or timeframes.
• Failure to make required disclosures under the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255). Affiliate shall clearly and conspicuously disclose Affiliate’s material connection to Company in every promotion, in close proximity to the endorsement itself, using unambiguous language such as “#ad,” “#affiliate,” “Paid partnership,” or “I earn a commission if you buy through my link.” Burying disclosures in bios, hashtags at the end of long caption strings, or hover-over text is insufficient.
• Income or earnings claims that are not typical, not substantiated by competent and reliable evidence, or that fail to include a clear and conspicuous generally-expected-results disclaimer as required by 16 C.F.R. § 255.2.
• Health, medical, or therapeutic claims not expressly approved in writing by Company.
• Unsolicited commercial email (spam) in violation of the CAN-SPAM Act, including any email lacking a functioning unsubscribe mechanism, a valid physical postal address, accurate header information, or a non-deceptive subject line.
• Unsolicited text messages, autodialed calls, prerecorded calls, or ringless voicemails in violation of the Telephone Consumer Protection Act, the FCC’s TCPA implementing regulations, or any state mini-TCPA (including the Florida Telephone Solicitation Act and analogous laws). Affiliate is solely responsible for obtaining and maintaining documented prior express written consent for all SMS and telephonic promotions.
• Cookie stuffing, iframe stuffing, forced clicks, adware, spyware, malware, toolbars, browser extensions, pop-ups, pop-unders, interstitials, or any technology that sets an affiliate cookie without the Customer’s knowing and affirmative click, or that hijacks, redirects, or intercepts traffic.
• Paid search, paid social, or display advertising on any branded keyword (including Company’s name, any Mark, any Product name, any common misspelling thereof, or any combination of the foregoing with other terms), except with Company’s prior written consent.
• Self-referrals. Affiliate may not use Affiliate’s own Affiliate Link to purchase Products for Affiliate’s own use, for a household member, or for any person or entity on behalf of which Affiliate will receive the benefit (each, a “Prohibited Self-Referral”). Any Commission derived from a Prohibited Self-Referral is void and shall be clawed back.
• Fraudulent orders, chargeback fraud, friendly fraud, straw purchases, or manufactured purchases of any kind.
• Unauthorized coupon distribution, including posting Company codes on coupon sites, forums, deal aggregators, or browser extensions (such as Honey, Rakuten, or Capital One Shopping) except with Company’s prior written consent.
• Content that is obscene, defamatory, discriminatory, harassing, hateful, sexually explicit, that promotes violence or illegal activity, that exploits minors, or that infringes or misappropriates any third-party intellectual property, publicity, or privacy right.
• Impersonation of Company, Company’s personnel, any Customer, or any other person.
• Registration of domain names, social-media handles, or usernames that incorporate any Mark or any confusingly similar term.
• Framing, mirroring, scraping, or reverse engineering the Program Site or any Product.
• Violating any Applicable Law, third-party terms of service, platform policy, or Company policy in connection with Affiliate’s promotional activities.

Company may, in its sole discretion and without prior notice, reject any marketing activity, require Affiliate to remove or modify any content, and void any Commission associated with prohibited conduct.

9. Tracking and Attribution

Attribution is determined solely by Company’s tracking systems on a last-click basis within the Cookie Window. Company’s records and calculations shall be the sole and final basis for determining whether any purchase constitutes a Qualified Purchase and the amount of any Commission payable, absent manifest error. Affiliate acknowledges that cookies, local storage, tracking parameters, and other attribution technologies may be blocked, deleted, or overwritten by Customers, browsers, operating systems, ad blockers, email clients, or intervening affiliates, and that Company has no obligation to credit any purchase that is not successfully tracked. Affiliate waives any claim arising from tracking failures, attribution disputes, or cookie-window expirations.

10. Commissions

Commissions shall be calculated on Net Sales of Qualified Purchases at the rate(s) published by Company in the Program dashboard or Marketing Materials from time to time. Company reserves the right, in its sole discretion, to change Commission rates, Cookie Windows, eligible Products, attribution rules, minimum thresholds, and any other Program economics at any time, prospectively, by posting the updated terms in the Program dashboard, on the Program Site, or by email. Affiliate’s continued participation in the Program following any such change shall constitute Affiliate’s acceptance of the change. No Commission is earned or payable until the corresponding purchase is a Qualified Purchase and any applicable holdback, refund, or chargeback period has expired.

11. Payment Terms

• Method. Commissions are paid in U.S. Dollars via PayPal (or such other method as Company may designate) to the payee email provided by Affiliate in the Program dashboard. Affiliate is solely responsible for the accuracy of payee information. Company is not liable for payments sent to an incorrect or inactive account, and Affiliate hereby releases Company from any claim arising from such payments.
• Timing. Commissions are typically reconciled and paid on a schedule set by Company (for example, monthly in arrears), after expiration of the applicable refund, chargeback, and holdback periods. Company makes no guarantee of any particular payment date.
• Minimum Threshold. Company may, in its discretion, require a minimum balance before disbursing Commissions. Balances below the threshold may be carried forward to subsequent payment cycles.
• Fees. Any processor fees, currency conversion fees, or bank fees charged in connection with payment are the sole responsibility of Affiliate and may be deducted from the Commission amount.
• Clawback. If, after payment, a purchase becomes ineligible as a Qualified Purchase (including by reason of refund, chargeback, cancellation, fraud, or breach of this Agreement), Company may (i) debit the corresponding amount from Affiliate’s account balance, (ii) offset the amount against future Commissions, or (iii) require Affiliate to refund the amount to Company within thirty (30) days of written demand. Affiliate shall promptly comply with any such demand.
• Unclaimed Funds. Any Commission that remains unpaid for more than twelve (12) months due to Affiliate’s failure to provide valid payee information, to respond to Company’s communications, or to submit a completed IRS Form W-9 or W-8 shall be deemed forfeited to the extent permitted by Applicable Law, subject to applicable state unclaimed-property statutes.
• Set-Off. Company may set off any amounts owed by Affiliate to Company under this Agreement against any Commissions otherwise payable.

12. Taxes

Affiliate is solely responsible for, and shall pay, all federal, state, local, and foreign taxes (including income, self-employment, sales, use, value-added, and similar taxes), duties, levies, and assessments arising from or related to Commissions received under this Agreement, other than taxes imposed on Company’s net income. Affiliate shall indemnify and hold Company harmless from any such taxes and any penalties, interest, or liabilities arising from Affiliate’s failure to pay or report them. Affiliate is responsible for determining whether Affiliate’s activities create any sales-tax, nexus, or registration obligation in any jurisdiction.

13. Refunds, Chargebacks, and Fraud

Commissions are contingent upon Company’s actual, final receipt and retention of the corresponding Net Sale. Commissions associated with purchases that are subsequently refunded, returned, cancelled, charged back, disputed, reversed, or determined by Company in good faith to be fraudulent, suspicious, or noncompliant with this Agreement are void ab initio. Company may debit such amounts from Affiliate’s account or future Commissions as described in Section 11. Company reserves the sole right to determine, in good faith, whether any transaction is a Qualified Purchase.

14. Confidentiality

“Confidential Information” means any non-public information disclosed by Company to Affiliate, whether orally, in writing, or by access to the Program dashboard, including, without limitation, Commission rates, conversion data, Customer information, pricing, business plans, unreleased Products, Marketing Materials not yet made public, and any information that would reasonably be understood to be confidential under the circumstances. Affiliate shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform under this Agreement; (c) not disclose Confidential Information to any third party without Company’s prior written consent; and (d) protect Confidential Information with at least the same degree of care Affiliate uses to protect Affiliate’s own confidential information of like importance, and in no event less than reasonable care. Confidential Information that constitutes a trade secret shall be protected as such for so long as it qualifies as a trade secret under the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. § 5301 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). The obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.

15. Data Protection and Privacy

Affiliate shall comply with all Applicable Laws relating to the collection, use, processing, storage, transfer, and disclosure of personal information, including, without limitation, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and any other applicable U.S. state consumer-privacy law, as well as the EU General Data Protection Regulation (Regulation (EU) 2016/679) and the UK GDPR, where applicable. Affiliate shall maintain and post a clear and conspicuous privacy notice on any website or property from which Affiliate promotes the Products, and shall obtain all consents required for Affiliate’s collection and use of personal data. Affiliate shall not sell, rent, share, or disclose any Customer data obtained through the Program to any third party without Company’s prior written consent. Affiliate acknowledges that Affiliate may not contact any Customer identified through the Program for any purpose not expressly authorized by Company.

16. Intellectual Property

As between the Parties, Company owns and shall retain all right, title, and interest in and to the Products, the Marks, the Marketing Materials, the Program Site, and all intellectual property rights therein and thereto, including all copyrights, trademarks, trade secrets, patents, and moral rights (collectively, “Company IP”). Except for the limited license expressly granted in Section 6, no right, title, or interest in or to any Company IP is granted, whether by implication, estoppel, exhaustion, or otherwise.

Affiliate hereby grants Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, display, perform, modify, distribute, and create derivative works of any content Affiliate creates and publishes that references Company, the Products, or any Mark (including social-media posts that tag Company or use any Company hashtag), solely for Company’s marketing and promotional purposes. Affiliate represents and warrants that Affiliate owns or has secured all rights necessary to grant the foregoing license and that Company’s exercise thereof will not infringe any third-party right.

17. Representations and Warranties

Affiliate represents, warrants, and covenants on a continuing basis that:

• Affiliate has the full right, power, and authority to enter into and perform this Agreement, and Affiliate’s entry into and performance of this Agreement do not and will not conflict with or violate any other agreement, obligation, or Applicable Law;
• all information Affiliate provides to Company is and shall remain true, accurate, current, and complete;
• Affiliate’s promotional activities and content shall comply with this Agreement and all Applicable Laws;
• Affiliate shall not make any representation, warranty, guaranty, or commitment with respect to the Products or Company beyond those expressly authorized by Company in writing;
• Affiliate shall not engage in any practice that could reasonably be expected to harm the goodwill or reputation of Company, the Products, or the Marks; and
• Affiliate owns or has obtained all rights, consents, and licenses necessary to operate any website, list, or platform through which Affiliate promotes the Products.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, THE PROGRAM SITE, THE PRODUCTS, THE MARKETING MATERIALS, AND ALL TRACKING, REPORTING, AND PAYMENT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND THAT AFFILIATE WILL EARN ANY PARTICULAR AMOUNT OF COMMISSIONS, OR ANY COMMISSIONS AT ALL. Results depend on numerous factors outside Company’s control, including Affiliate’s effort, audience, skill, and market conditions. Any examples of earnings are not typical and are not a promise or guarantee of results.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL COMPANY’S AGGREGATE CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS ACTUALLY PAID BY COMPANY TO AFFILIATE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations in this Section apply to the fullest extent permitted by Applicable Law, notwithstanding the failure of essential purpose of any limited remedy. The Parties acknowledge that the Commission structure, allocation of risks, and pricing of the Program reflect this allocation and these limitations, and that Company would not enter into this Agreement without them.

20. Indemnification

Affiliate shall defend, indemnify, and hold harmless Company and its members, managers, officers, employees, contractors, agents, successors, and assigns (each, an “Indemnified Party”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, court costs, and the cost of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”) based on or relating to:

• Affiliate’s breach of any representation, warranty, covenant, or obligation under this Agreement;
• Affiliate’s marketing, promotional, or other activities conducted under or in connection with the Program, including any content Affiliate publishes or causes to be published;
• Affiliate’s violation of Applicable Law, including the FTC Act, the FTC Endorsement Guides, the CAN-SPAM Act, the TCPA, the Lanham Act, any consumer-privacy law, or any platform terms of service;
• any claim that Affiliate’s content, website, list, or promotional activity infringes, misappropriates, or violates the intellectual-property, publicity, privacy, or other rights of any third party;
• Affiliate’s willful misconduct, fraud, negligence, or misrepresentation; and
• any tax, penalty, or interest for which Affiliate is responsible under Section 12.

Company shall (a) promptly notify Affiliate in writing of the Action, provided that the failure to do so shall not relieve Affiliate of its obligations except to the extent Affiliate is materially prejudiced; (b) permit Affiliate to control the defense and settlement of the Action, provided that Affiliate shall not settle any Action without Company’s prior written consent if the settlement imposes any liability or obligation on any Indemnified Party, admits fault, or does not include a full release of the Indemnified Parties; and (c) provide reasonable cooperation at Affiliate’s expense. Notwithstanding the foregoing, Company may, at its option and at Affiliate’s cost, assume sole control of the defense and settlement of any Action.

21. Term and Termination

This Agreement commences on the date Affiliate submits the enrollment form or otherwise accepts this Agreement, and continues until terminated as provided herein. Either Party may terminate this Agreement at any time, with or without cause, upon written notice (including email or notice posted in the Program dashboard). Company may immediately suspend or terminate Affiliate’s participation, without notice and without liability, if Company determines in its sole discretion that Affiliate has breached this Agreement, engaged in prohibited conduct, violated Applicable Law, or otherwise acted in a manner that could reasonably be expected to harm Company, the Products, the Marks, or any third party.

Effect of Termination. Upon termination or expiration: (a) all licenses granted to Affiliate immediately terminate; (b) Affiliate shall immediately cease all use of the Marks, Marketing Materials, Affiliate Links, and Confidential Information, and shall promptly remove or destroy all such materials in Affiliate’s possession or control; (c) Company shall pay any Commissions that had become Qualified Purchases prior to termination and for which the applicable holdback period has expired, except that, if Company terminates this Agreement for Affiliate’s breach, fraud, or violation of Applicable Law, then all unpaid Commissions (including any earned but unpaid amounts) shall be forfeited to the extent permitted by Applicable Law; and (d) the provisions of this Agreement that by their nature should survive termination shall survive, including Sections 1, 5, 6 (last sentence), 8 (clawback), 9, 11 (clawback and set-off), 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, and 25.

22. Compliance with Laws

Affiliate shall comply with all Applicable Laws in connection with its performance under this Agreement, including, without limitation, those enumerated in the definition of “Applicable Law” in Section 1. Affiliate acknowledges that it has read and shall comply with the FTC’s current Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, including all disclosure requirements applicable to influencer and affiliate marketing.

23. Governing Law; Arbitration; Class-Action Waiver

Governing Law. This Agreement and any dispute arising out of or relating to it or the Program shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Mandatory Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Program, including the existence, breach, termination, enforcement, interpretation, or validity thereof, or the determination of the scope or applicability of this agreement to arbitrate (each, a “Dispute”), shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator. The seat and place of arbitration shall be Pittsburgh, Pennsylvania, United States, or such other location as the Parties may mutually agree, and may be conducted by videoconference. The arbitrator shall have exclusive authority to decide all issues of arbitrability. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration provision.

CLASS-ACTION AND JURY-TRIAL WAIVER. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate the claims of multiple persons and may not otherwise preside over any form of representative or class proceeding. If this class- action waiver is held to be unenforceable with respect to any particular claim, that claim shall be severed and brought in a court of competent jurisdiction under Section 23(Venue), but the remainder of this arbitration provision shall remain fully enforceable. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any proceeding arising out of or relating to this Agreement.

Exceptions. Notwithstanding the foregoing, either Party may (a) bring an individual action in a small-claims court of competent jurisdiction; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information, without first engaging in arbitration or the informal dispute-resolution procedure below.

Informal Dispute Resolution. Prior to initiating arbitration, the initiating Party shall send written notice of the Dispute to the other Party, describing the nature and basis of the claim and the relief sought. The Parties shall attempt in good faith to resolve the Dispute for thirty (30) days following receipt of such notice before commencing arbitration.

Venue (fallback). If for any reason a Dispute proceeds in court rather than in arbitration, the Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Allegheny County, Pennsylvania, and waive any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction.

Statute of Limitations. Any Dispute must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred, to the maximum extent permitted by Applicable Law.

24. Modification of the Program and this Agreement

Company reserves the right, at any time and in its sole discretion, to modify, amend, supplement, or replace this Agreement or any aspect of the Program (including Commission rates, Cookie Windows, Marketing Materials, eligible Products, payment terms, and Program policies). Company shall provide notice of material changes by posting the revised Agreement on the Program Site, updating the “Last Updated” date, or sending notice to the email address on file. The revised Agreement shall be effective upon posting unless otherwise stated. Affiliate’s continued participation in the Program or acceptance of any Commission following the effective date of any change constitutes Affiliate’s acceptance of the revised Agreement. If Affiliate does not agree to any change, Affiliate’s sole remedy is to terminate this Agreement and cease participation in the Program.

25. General Provisions

• Entire Agreement. This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications, whether oral or written.
• Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.
• No Waiver. No failure or delay by Company in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise.
• Assignment. Affiliate may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Company’s prior written consent. Any attempted assignment in violation of this Section is void. Company may freely assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns.
• Force Majeure. Company shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, epidemics, labor disputes, strikes, shortages, internet or telecommunications failures, payment-processor failures, cyberattacks, or governmental orders.
• Notices. Notices to Company shall be in writing and sent to support@hunterdonia.com, with a copy to the mailing address listed on the Program Site. Notices to Affiliate may be sent to the email address on file in the Program dashboard and shall be deemed given when sent.
• Electronic Contracting. Affiliate consents to receive this Agreement, notices, disclosures, and any other communications electronically. Affiliate agrees that electronic signatures, clicks, and records satisfy any legal requirement that such communications be in writing, in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Pennsylvania Electronic Transactions Act (73 P.S. § 2260.101 et seq.).
• Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.
• Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement, and no rule of strict construction against the drafter shall apply.
• No Third-Party Beneficiaries. Except for the Indemnified Parties in Section 20, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein confers any right or remedy upon any third party.
• Equitable Relief. Affiliate acknowledges that a breach of Sections 6, 8, 14, 15, or 16 may cause Company irreparable harm for which monetary damages would be inadequate, and that Company shall be entitled to seek injunctive and other equitable relief, without the requirement of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.
• Consumer Review Fairness Act. Nothing in this Agreement is intended to, and shall not be construed to, prohibit, restrict, or penalize any honest review or other communication protected by the Consumer Review Fairness Act (15 U.S.C. § 45b).
• Counterparts. This Agreement may be accepted by click-through acceptance, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

26. Contact

Questions regarding this Agreement or the Program should be directed to:

BY CHECKING THE “I AGREE” BOX ON THE AFFILIATE ENROLLMENT FORM OR OTHERWISE PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER IN SECTION 23.