High Grade Hemp Seed Affiliate Program Terms and Conditions

By signing up for the High Grade Hemp Seed Affiliate Program, you agree to the following terms and conditions:

Recitals

WHEREAS, Affiliate desires to provide industrial hemp product leads (“Leads”) to HG in exchange a percentage of sales of HG industrial hemp seeds and seed starts (collectively “Products”) to Leads; and

WHEREAS, the purpose of this Agreement is to allow HTML linking between Your website, social media user-generated content, or online software application (collectively “Affiliate Site”) and the website of HG (“HG Site”) in order to generate Leads for HG; and

WHEREAS, the Parties desire for this Agreement to govern the terms of compensation to and obligations of Affiliate if a Lead clicks through Special Links (defined below) and purchases a Product.

NOW, THEREFORE, toward this end, and in consideration of the promises, covenants and agreements contained herein, and the mutual benefits to be derived from this Agreement, the Parties agree as follows:
Agreement

1. Enrollment. To begin the enrollment process, Affiliate must complete and submit the online application at the HG Site or other website identified by HG. HG reserves the right re-evaluate Your application at a later time and may reject Your application at Our sole discretion.

2. Participation.
A. Once Affiliate is accepted by HG into the HG Affiliate Program (“Program”), Affiliate may participate subject to the terms and conditions of this Agreement, and any other terms, conditions, specifications, statements, and policies that HG may issue from time to time that apply to the Program (collectively “Program Documents”).
B. Affiliate will ensure that the information in its Program application and information otherwise associated with any Affiliate Site, including Affiliate’s email address, other contact information, and identification of any Affiliate Site, is at all times complete, accurate, and current. HG may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. Affiliate will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
C. The Program permits Affiliate to monetize Affiliate’s website, social media user-generated content, or online software application (collectively “Affiliate Site”), by placing on Affiliate Site links to an HG Site listed in Schedule 1 or (each an “HG Site”).
D. The Affiliate Site links must properly use the special “tagged” link formats HG will provide to Affiliate and comply with this Agreement (“Special Links”). In order to facilitate Your advertisement of Products, HG may make available to Affiliate data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Program (“Program Content”).

3. HG Customers. HG customers are not, by virtue of your participation in the Program, Your customers. Once the information of a Lead is transmitted to HG pursuant to this Agreement, the Lead becomes an HG customer. As between HG and You, all pricing, terms of sale, rules, policies, and operating procedures concerning HG customer orders, customer service, and Product sales set forth on the HG Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any HG customers, and, if contacted by any HG customers for a matter relating to interaction with an HG Site, You will state that those customers must follow contact directions on that HG Site to address customer service issues.

4. Identifying Yourself as an Affiliate; FTC Statement.
A. You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on any Affiliate Site or any other location where HG may authorize your display or other use of Program Content or where any Special Links appear on any Affiliate Site: “As an HG Affiliate, I earn a fee from qualifying purchases you make on HG’s website” (collectively “FTC Statement”).
B. You will display the FTC Statement clearly and conspicuously, and you will place the FTC Statement in as close of a proximity as possible, whenever any Program Content or Special Links appears on any Affiliate Site.
C. Except for the FTC Statement, Affiliate will not make any public communication with respect to this Agreement or your participation in the Program without the advanced written permission of HG.
D. Affiliate will not misrepresent or embellish your relationship with HG under this Agreement (including by expressing or implying that HG supports, sponsors, or endorses You), or express or imply any affiliation between HG and Affiliate or any other person or entity except as expressly permitted by this Agreement.

5. Compensation. If HG sells a Product to a Lead and if that Lead has accessed HG’s site and purchased the Product via a Qualifying link (“Referral Fee”), then HG will pay Affiliate 5% of the revenue received from the Sale of the Product, less any applicable taxes and shipping and handling fees.
A. HG will maintain records in sufficient detail for the purpose of determining the amount of the commission.
B. HG will have the sole right and responsibility for processing all payment processing and fulfillment of orders for Products sold pursuant to this Agreement. Affiliate acknowledges that all agreements relating to sales to Leads are between HG and the Lead.
C. Affiliate acknowledges that Affiliate’s entitlement to any compensation reported with respect to any tracked or reported activity is solely a function of the terms of Affiliate’s agreement with HG, and that HG is solely responsible for its payment. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to Affiliate from HG, because such payment may be subject to conditions established by HG, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and minimums for earned compensation before payment is made.
D. All amounts payable under this Agreement will be paid in U.S. Dollars, on a monthly basis, no later than the last day of the following month, and on a pro-rated basis for any periods of partial performance or upon the termination of this Agreement.
E. Payments made to Affiliate, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to Affiliate of amounts payable under the Agreement. For example, any a refund of payment due to a Product return will be deducted pro rata from the commission that is due to Affiliate to the extent such returns are not directly caused by HG.
F. If any excess payment has been made to Affiliate for any reason, HG reserves the right to adjust or offset the same against any subsequent fees payable to you under the Agreement.
G. HG makes no representations, warranties, or covenants regarding the amount of traffic or Fees that Affiliate can expect at any time in connection with the Program, and HG will not be liable for any actions you undertake based on your expectations.

6. Affiliate Site Eligibility; Maintenance.
A. HG may terminate this Agreement if HG determines an Affiliate Site contains content unsuitable for the Program including, but not limited to, content that:
(1) promotes or contains sexually explicit or obscene materials,
(2) promotes violence or contains violent materials,
(3) promotes or contains false, deceptive, libelous, or defamatory materials,
(4) promotes or contains materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including based upon race, color, sex, religion, nationality, disability, sexual orientation, or age),
(5) promotes or undertakes illegal activities,
(6) is directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);
(7) includes any trademark of HG or its affiliates, or a variant or misspelling of a trademark of HG or its affiliates in any domain name, subdomain name, in any “tag”, or in any username, group name, or other identifier on any social networking site; or
(8) otherwise violate any intellectual property rights.
B. Affiliate will be solely responsible for any Affiliate Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, Affiliate will be solely responsible for:
(1) the technical operation of all Affiliate Sites and all related equipment,
(2) displaying Special Links and Program Content on all Affiliate Sites in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), and any agreement between Affiliate and any other person or entity (including any restrictions or requirements placed on Affiliate by any person or entity that hosts any Affiliate Site),
(3) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on any Affiliate Site (including all Product descriptions and other Product-related materials and any information provided to you by HG and which You include within or associate with Special Links),
(4) using the Program Content, any Affiliate Site, and the materials on or within any Affiliate Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),
(5) disclosing on all Affiliate Sites accurately and adequately, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and
(6) any use that You make of the Program Content, and any HG Marks (defined below).
C. Affiliate will promptly remove from all Affiliate Sites and delete or otherwise destroy any Program Content that is no longer displayed on an HG Site or that HG notifies Affiliate is no longer available.

7. Prohibited Actions. Affiliate will not engage in any of the below activities. Upon HG’s request, Affiliate will provide HG with written certification that Affiliate has complied with the Program Documents. Any failure to provide the certification in accordance with our request will constitute a material breach of the Agreement.
A. add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information, except that you may resize Program Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Program Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, or misleading;
B. sell, resell, redistribute, sublicense, or transfer any Program Content or any application that uses, incorporates, or displays any Program Content, PA API, or Data Feeds. For example, you will not use, or enable, or facilitate the use of Program Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Program Content to any other person or entity, nor will you create links formatted with your Associates tag for, or display such links on, a site that is not your Site;
C. use any Program Content, including any name or likeness embodied in that Program Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Program Content);
D. purchase, register or otherwise use any HG Mark or variations or misspellings of any of those words (e.g., “hghs,” “highgradhempsee,” and “highgradehempseeds,”) for use in any search engine. In addition to any other rights or remedies available to HG, upon HG’s request, Affiliate will cause any search engine designated by us to exclude Proprietary Terms (defined below) from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the search engine offers such exclusion capabilities;
E. bid on or purchase keywords, search terms, or other identifiers, including the word “HGH,” “High Grade Hemp Seed”, “HGH Seed”, “High Grade Hemp,” or any other mark of HG or its affiliates (including all HG industrial hemp seed and seed start varietals offered for sale on an HG Site – whether in past, currently, or in the future), or variations or misspellings of any of these words (“Proprietary Terms”) or otherwise participate in keyword auctions on any search engine if the resulting paid search advertisement is a prohibited according to this Agreement and, if Affiliate violates the provisions in this subsection, then Affiliate hereby agrees that Affiliate will assign and transfer to HG all right, title, and interest in any such domains free and clear;
F. offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit an HG Site via your Special Links;
G. intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity;
H. request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any HG Site (including any usernames or passwords of HG Site customers);
I. modify, redirect, suppress, or substitute the operation of any button, link, or other feature of an HG Site;
J. make any orders or engage in other transactions of any kind on an HG Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so;
K. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring;
L. include on any Affiliate Site, display, or otherwise use Special Links or Program Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
M. frame an HG Site, or any part of it, within any Affiliate Site, including by display within an integrated web browser (e.g., WebView) within a mobile application;
N. post or serve any Special Links or other content promoting an HG Site within any pop-up or pop-under windows, transitional page ads, or layer ads, except for pop-up windows in conjunction with an Affiliate Site promoting Products closely associated with the materials on the Affiliate Site;
O. attempt to artificially increase its fees. For example, you cannot cause any page of an HG Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your Site;
P. attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert fees from, any site that participates in the Program;
Q. not artificially generate clicks or impressions on your Site or create sessions on an HG Site, whether by way of a robot or software program or otherwise;
R. directly or indirectly purchase any Product(s) through Special Links, whether for your use or for the use of any other person or entity, and you will not permit, request or encourage any of your friends, relatives, employees, contractors, or business relations to directly or indirectly purchase any Product(s) through Special Links, whether for their use, your use or the use of any other person or entity;
S. purchase any Product(s) through Special Links for resale or commercial use (of any kind) or offer any Products on your Site for resale or commercial use of any kind;
T. cloak, hide, spoof, or otherwise obscure the URL of an Affiliate Site containing Special Links (including by use of redirecting links) or the user agent of the application in which Program Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to an HG Site;
U. use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that you are linking to an HG Site;
V. display on any Affiliate Site, or otherwise use, any Program Content to advertise or promote any products that are offered on any site that is not an HG Site (e.g., products offered by other retailers). You will not display on any Affiliate Site or otherwise use any data, images, text, or other information or content obtain from HG that relates to discontinued or unavailable Products;
W. make any representations, either express or implied, or create an appearance that a visitor to Affiliate’s Site is visiting Hg’s Site; or
X. “scrape” or “spider” the HG Site or any other HG website for content (such as images, logos and text).

8. Trademark Guidelines. During the Term, HG may make marks available to Affiliate as part of Program Content (“HG Marks”). Affiliate will strictly comply with the trademark guidelines in this section (“Guidelines”) throughout the Term, and any use of the HG Marks in violation of these Guidelines will automatically terminate any license related to your use of the HG Marks.
A. Affiliate is allowed to use the HG Marks only by display on an Affiliate Site for sole purpose of advertising availability of Products on an HG Site, with a corresponding Special Link to that HG Site.
B. Affiliate may use the HG Marks solely for the purpose specifically authorized under the Program Documents.
C. Affiliate may not use or display the HG Marks (1) in any manner that implies sponsorship or endorsement by HG; (2) to disparage HG (or Products or any HG services); (3) in a way that may, at HG’s discretion, diminish or otherwise damage our goodwill in the HG Marks; or (4) in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other document, or any oral solicitation).
D. HG will supply an image or images of the HG Marks for Affiliate to use. Affiliate may not alter any HG Mark in any manner. For example, Affiliate cannot change the proportion, color, or font of any HG Mark, or add or remove any elements from any HG Mark.
E. Each HG Mark must appear by itself, in its entirety, with reasonable spacing between each side of the HG Mark and other visual, graphic, or textual elements. Affiliate is prohibited from placing any HG Mark on any background that interferes with the readability or display of that HG Mark.
F. All rights to the HG Marks are the exclusive property of HG, and all goodwill generated through Affiliate’s use of any HG Mark will inure to the exclusive benefit of HG. HG will not take any action that conflicts with HG’s rights in, or ownership of, any HG Mark.
G. Affiliate is prohibited from and will not use or apply to register any trademark that is confusingly similar to any HG Mark in any jurisdiction. Affiliate is prohibited from and will not use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any HG Mark in any jurisdiction.
H. HG reserves the right to modify these Guidelines and the approved HG Marks, at any time and in HG’s sole discretion, by notifying Affiliate.
I. HG reserves the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time.

9. Program Licenses. This License governs your use of Program Content in connection with your participation in the Program. By accepting the Agreement, or by accessing or using the Program Content, Affiliate agrees to be bound by this License.
A. Subject to the terms of the Agreement and solely for the limited purposes of participation in the Program in strict compliance with the Program Documents, HG hereby grants Affiliate a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (1) copy and display Program Content solely on an Affiliate Site; and (2) use only those of the HG Marks (as defined in the Guidelines) that HG makes available to Affiliate as part of the Program Content, solely on an Affiliate Site and in compliance with the Guidelines.
B. You will use Program Content solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (1) use Program Content solely to send end users and sales to an HG Site and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a site other than an HG Site (however, parts of an Affiliate Site that are not closely associated with the Program Content may contain links to sites other than an HG Site) and (2) link each use of the Program Content solely to the related Product detail page or other relevant page of an HG Site and not to any other page.
C. This license will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents, or otherwise upon termination of this Agreement. In addition, HG may terminate this license in whole or in part upon written notice to you. You will promptly stop using the Program Content and promptly remove from all Affiliate Sites and delete or otherwise destroy all of the Program Content and HG Marks with respect to which this license is terminated or as HG e may otherwise request from time to time.
D. Upon HG’s request, you will immediately remove from your Site any Link to our Site which is displayed on a page which we, in our sole discretion, deem objectionable.

10. Representations and Warranties. Affiliate represents and warrants that: (A) Affiliate will participate in the Program and create, maintain, and operate all Affiliate Sites according to this Agreement; (B) neither your participation in the Program nor your creation, maintenance, or operation of any Affiliate Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over Affiliate (including all such rules governing communications, data protection, advertising, and marketing); (C) Affiliate is lawfully able to enter into contracts (e.g. if an individual, Affiliate is not a minor or otherwise legally prevented from contracting); (D) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; (E) Affiliate has the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein; and (F) any material displayed on an Affiliate Site will not: (1) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy, (2) violate any applicable law, statute, ordinance or regulation, (3) be defamatory or libelous, (4) be lewd, pornographic or obscene, (5) violate any laws regarding unfair competition, anti-discrimination or false advertising, (6) promote violence or contain hate speech, (7) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability, (8) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines’, or (9) otherwise constitutes an “unsuitable Affiliate Site” as determined by HG according to this Agreement.

11. Disclaimers. The Program, the HG Site, any Products, any Special Links, link formats, Program Content, HG and HG affiliates’ domain names, trademarks and logos (including the HG Marks), and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of HG or HG affiliates or licensors in connection with the program (collectively the “Service Offerings”) are provided “As Is” and “As Available”. Neither HG nor any HG affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the service offerings. HG and its affiliates and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement and any warranties arising out of any law, custom, course of dealing, performance, or trade usage. HG may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither HG nor any HG affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither HG nor any HG affiliates or licensors will be responsible for any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures or any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this agreement. Further, neither HG nor any HG affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, any investments, expenditures, or commitments by Affiliate in connection with Affiliate’s participation in the Program, or any termination or suspension of Affiliate’s participation in the Program. Nothing in this section will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.

12. Limitations on Liability. Neither HG nor any HG affiliates or licensors will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the service offerings, even if we have been advised of the possibility of those damages. Further, HG’s aggregate liability arising in connection with the service offerings will not exceed the total Fees paid or payable to Affiliate under this Agreement in the 6 months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. Affiliate hereby waives any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.

13. Indemnification. (A) To the maximum extent permitted by applicable law, HG will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of any Affiliate Site (including Affiliate’s use of any service offering) or Affiliate’s violation of this Agreement. (B) and Affiliate shall defend, indemnify, and hold HG, and the affiliates, licensors, and HG’s and their respective employees, officers, directors, and representatives (“Indemnitees”), harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) relating to (1) any Affiliate Site or any materials that appear on any Affiliate Site, including the combination of an Affiliate Site or those materials with other applications, content, or processes, (2) the use, development, design, manufacture, production, advertising, promotion, or marketing of any Affiliate Site or any materials that appear on or within any Affiliate Site, (c) Affiliate’s use of any service offering, whether or not such use is authorized by or violates this Agreement or applicable law, or (d) the acts, omissions, or willful misconduct by Affiliate or the employees’ or contractors’ of Affiliate. (C) HG or its nominee may take legal action and perform any procedural act on behalf of any HG party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this section.

14. Termination. (A) The term of this Agreement begins on the Effective Date and continues until 15-days’ notice of termination by either party or as otherwise provided herein (“Term”). (B) In addition, HG may terminate this Agreement or suspend Affiliate’s participation in the Program immediately upon written notice to Affiliate for any of the following: (1) Affiliate is in material breach of any of the Program Documents, (2) Affiliate otherwise fails to cure within 7 days of notice to regarding any other breach of the Program Documents; (3) HG believes that HG may face potential claims or liability in connection with your participation in the Program; (4) HG believes that HG’s brand or reputation may be tarnished by Affiliate or in connection with Affiliate’s participation in the Program; (5) Affiliate’s participation in the Program has been used for deceptive, fraudulent, or illegal activity; (6) HG believes that HG is or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either Party under this Agreement; (7) Affiliate has previously terminated this Agreement (or suspended your account) with respect to you or other persons that HG determines are affiliated with HG or acting in concert with HG for any reason, or (8) HG has terminated the Program as we generally make it available to participants. (9) For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of this section and as specified in the Program Documents will be deemed a material breach of this Agreement. (C) HG may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns). (D) No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

15. Independent Contractor. (A) Contractor is an independent contractor of HG, and nothing in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties. (B) Contractor has no authority to bind HG to any agreement with any party unless consented to in writing by HG. (C) Contractor acknowledges that as an independent contractor: (1) neither Contractor, nor any of his, her or its employees are entitled to unemployment compensation insurance benefits unless such coverage is provided by Contractor or some entity other than HG; (2) Regardless of the jurisdiction in which Contractor is located (US or foreign), Contractor is responsible for paying all applicable taxes including, but not limited to, all federal, state, local income tax, sales, VAT taxes, and any Social Security or Medicare taxes on any payment made to Contractor pursuant to this agreement; (3) Contractor will provide adequate auto insurance coverage for any vehicle used in providing services hereunder, and will be responsible for the cost of any general liability or other business-related insurance required for his/her/its operations; and (4) Contractor is not entitled to Workers’ Compensation benefits, unless such coverage is provided by Contractor or some entity other than HG.

16. Miscellaneous. This Agreement is the entire agreement and supersedes all prior understandings and agreements of the Parties with respect to the subject matter of this Agreement. Waiver of any default will not waive any other default. The failure or delay of either Party to exercise any of its powers, rights, or remedies with respect to any term or provision of this Agreement will not affect that Party’s right to later enforce any such term or provision. Any provision of this Agreement declared unenforceable will be deemed severed from this Agreement and will not affect the enforceability of the remaining terms. No amendment or modification is effective unless in writing and signed by the Parties. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued participation in the Program following HG’s posting of a change notice or new agreement on the HG Site will constitute binding acceptance of the change. This Agreement will be governed by Colorado law. Any claim, suit, or action arising out of this Agreement must be instituted in Boulder County, Colorado, and Contractor waives any objection to the jurisdiction of such court over Contractor. Except for notice of any claim arising under this Agreement, which must be delivered via certified mail, any notice or other communication under this Agreement must be written and delivered in person or via electronic communication. Upon any termination of this Agreement, all rights and obligations of the Parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 8, 10, 11, 12, 13, and 14 of this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement.