THE FARM LIFE MOVEMENT LLC

AFFILIATE AGREEMENT

 

This Affiliate Agreement (this “Agreement“) is entered into by and between the affiliate whose name appears on the signature page hereto (the “Affiliate“), and The Farm Life Movement LLC, a Virginia Limited Liability Company, and is effective as of the date accepted by The Farm Life Movement LLC (as indicated on the signature page hereto). Affiliate and The Farm Life Movement LLC may each be referred to individually as a “Party” and collectively as “Parties“. 

RECITALS

  1. The Farm Life Movement LLC, being in the business of selling farm products and services online, desires to implement an Affiliate Marketing and Referral Program (the “Program“) in order to encourage sales.
  2. The Affiliate desires to participate in the Program.

AGREEMENT

Now, therefore, in consideration of the covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. General Affiliate Terms and Conditions.

This Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the Program. As used in this Agreement, “Site” means, depending on the context, either the thefarmlife.com site or the website owned or controlled by Affiliate, on which Affiliate will place the Link (as defined below).

  1. Enrollment in the Program.

Affiliate shall execute this Agreement and return it to The Farm Life Movement LLC. The Farm Life Movement LLC may in its sole discretion accept this Agreement by countersigning it or reject the Agreement if for any reason The Farm Life Movement LLC determines that the Affiliate’s Site is unsuitable for the Program. By executing this Agreement, Affiliate represents and warrants that Affiliate is of sufficient legal age to create binding legal obligations and that the Program does not violate any law, ordinance, regulation or standard in the jurisdiction in which Affiliate is located.

  1. Link.

For the purposes of this Agreement, “Link” means the unique URL that The Farm Life Movement LLC makes available to the affiliate for thefarmlife.com The Affiliate shall not modify the Link in any way. Affiliate may provide the Link through a product review, text link, banner ad, or a combination of such strategies. Within the affiliate program back office dashboard, The Farm Life Movement LLC will provide logos, artwork and sample ads for use on Affiliate’s website, subject to the other provisions of this Agreement, including, but not limited to, Sections 10 and 11 below. The Farm Life Movement LLC will not be responsible for errors that occur in the tracking of transactions if the Affiliate has made or caused any modification of the Link. The Farm Life Movement LLC may, at any time, without prior notice, remove the Link described above, or require the Affiliate to remove the Link. Spamming, including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. The Affiliate will not be entitled to any Referral Fees (as defined below) generated through spamming tactics.

  1. Transaction Processing.

The Farm Life Movement LLC reserves the right to reject transactions that do not comply with any requirements that The Farm Life Movement LLC may periodically establish. The Farm Life Movement LLC will be responsible for all aspects of transaction processing and fulfillment. Data relating to sales on the thefarmlife.com Site is the sole property of The Farm Life Movement LLC; providedhowever, that The Farm Life Movement LLC will provide reasonable data regarding the manner in which the Referral Fee (as defined below) has been calculated.

  1. Qualified Transactions.

The Farm Life Movement LLC will pay Referral Fees to the Affiliate for Qualified Transactions. For the purposes of this Agreement, a “Qualified Transaction” means a transaction whereby a customer: (i) uses a Link on the Affiliate Site to enter thefarmlife.com Site; (ii) makes a purchase from the thefarmlife.com Site; and (iii) remits full payment to The Farm Life Movement LLC for purchases made during such session, less any ongoing rebates, discount campaigns or transaction fees, taxes, duties and shipping and handling charges (“Revenue Amount“).

The Farm Life Movement LLC will not pay Referral Fees for any transactions other than Qualified Transactions as defined in this Agreement. This means that Affiliate will not be entitled to Referral Fees for products sold that are returned or where transactions are otherwise reversed or deemed void and cancelled.

  1. Referral Fees.

The Farm Life Movement LLC will pay the Affiliate twenty percent (20%) of the Revenue Amount per First Qualified Transaction (“Referral Fees”) on thefarmlife.com product line and will pay the Affiliate twelve percent (12%) of the Revenue Amount per recurring Qualified Transaction for up to one year after First Qualified Transaction of new customer. 

Affiliate may not self-refer, meaning use personal link on his or her own Transactions via thefarmlife.com.

  1. Fee Payment.

The Farm Life Movement LLC will pay the Affiliate the Referral Fees within fifteen (15) days after the end of each calendar quarter in which the Affiliate has accrued Ten Dollars ($10) or more in Referral Fees. If Affiliate accrues less than Ten Dollars ($10) of Referral Fees in any calendar quarter, such amounts shall be held until such calendar quarter as the aggregate Referral Fees earned by the Affiliate are equal to or exceed Ten Dollars ($10). Referral Fees shall not accrue interest. Payment shall be made by check sent or electronically via Paypal to the Affiliate at the address provided on the signature page hereto. Payment shall only be made in US Dollars. The Farm Life Movement LLC shall withhold any taxes that The Farm Life Movement LLC is required to withhold by law. A valid Social Security Number (SSN) or Employee Identification Number (EIN) is required by the Affiliate for tax withholdings. The Affiliate will receive a 1099-MISC reporting form if paid $600 or more for the calendar year. The Farm Life Movement LLC does not guarantee a minimum amount of business or any amount of Referral Fees under this Agreement.  In the event that an overpayment is made by The Farm Life Movement LLC, the Affiliate agrees to promptly remit such excess payment upon notification by The Farm Life Movement LLC.

  1. Policies and Pricing.

Customers who purchase items through the Program will be deemed to be customers of The Farm Life Movement LLC. Accordingly, all thefarmlife.com terms of use, rules, policies, and operating procedures concerning customer orders and customer service, will apply to such customers with respect to their transactions at thefarmlife.com. The Farm Life Movement LLC may change its policies and operating procedures at any time consistent with applicable laws. The Farm Life Movement LLC will notify the Affiliate when policies change.

  1. Promotion of Affiliation with The Farm Life Movement LLC.

The Affiliate may not in any manner misrepresent or embellish the relationship between the Parties, including, but not limited to, in press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Unless specifically agreed beforehand and in writing, any such promotion may result in legal action. Affiliate may acknowledge Affiliate’s relationship with The Farm Life Movement LLC as a participant and partner in the Program.

  1. Limited License for the Term of this Agreement.

The Farm Life Movement LLC hereby grants to the Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Link and The Farm Life Movement LLC Material solely in accordance with the terms of this Agreement for the term of this Agreement in order to accomplish the purpose and intent of this Agreement. Affiliate may not otherwise use, copy, distribute, change, modify or otherwise alter the Link or any The Farm Life Movement LLC Material. The license is neither assignable, sublicensable nor transferable.

  1. Ownership.

As between the Affiliate and The Farm Life Movement LLC, The Farm Life Movement LLC shall own all right, title and interest, including all Intellectual Property Rights, in and to thefarmlife.com Site, the Program, The Farm Life Movement LLC Material and the Link. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

  1. Responsibility for the Affiliate’s Site and for Compliance with Applicable Law.

The Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate’s Site and for all content that appears on such Site except for the The Farm Life Movement LLC Material; providedhowever, that Affiliate will be responsible for any alterations to the The Farm Life Movement LLC Material. The Affiliate shall not use any The Farm Life Movement LLC Materials or the Link in a manner that is disparaging or that otherwise portrays The Farm Life Movement LLC in a negative light. The Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States, the European Union or any other state, country or jurisdiction related to websites, e-mail, electronic communications and participation as an affiliate in affiliate programs such as the Program. It is the Affiliate’s responsibility to be aware of all such regulations, statutes and laws. Affiliate agrees not to make any representations, promises, or warranties about The Farm Life Movement LLC, its website, products or policies or thefarmlife.com Site.

  1. Indemnity.

The Affiliate shall defend, indemnify and hold The Farm Life Movement LLC harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to: (i) the development, operation, maintenance, and content of the Affiliate’s Site; or (ii) the breach of this Agreement.

  1. Term and Termination.

Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice as provided herein. Upon termination, the Affiliate shall promptly remove the Link and all The Farm Life Movement LLC Materials from the Affiliate’s Site. The Affiliate is only eligible to earn Referral Fees on Qualified Transactions occurring prior to the termination of this Agreement. The Farm Life Movement LLC may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. Sections 9 through 19, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or by their nature should, survive.

  1. Relationship of Parties.

Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or make any representations on behalf of The Farm Life Movement LLC. Participation in the Program does not constitute approval or endorsement of Affiliate’s Site by The Farm Life Movement LLC. Affiliate agrees to provide any additional documents and take any additional actions reasonably requested by The Farm Life Movement LLC to effectuate the purpose of this Agreement.

  1. Limitation of Liability.

The Farm Life Movement LLC will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if The Farm Life Movement LLC has been advised of the possibility of such damages. In addition, The Farm Life Movement LLC’s aggregate liability to Affiliate arising out of this Agreement and the Program will not exceed the total Referral Fees paid or validly due and payable to Affiliate under this Agreement.

  1. No Warranties; Disclaimers.

The Farm Life Movement LLC makes no express or implied warranties or representations to Affiliate with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, The Farm Life Movement LLC makes no representation that the operation of thefarmlife.com Site will be uninterrupted or error-free, and The Farm Life Movement LLC will not be liable for the consequences of any interruptions or errors. 

  1. Independent Investigation.

The Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. The Affiliate understands that The Farm Life Movement LLC may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with the Affiliate’s Site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement. 

  1. Miscellaneous.

(a)                No Third Party Beneficiaries or Implied Rights.  This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. All rights not expressly granted herein by The Farm Life Movement LLC to the Affiliate are reserved by The Farm Life Movement LLC. No rights are implied pursuant to this Agreement.

(b)               Entire Agreement.  This Agreement constitutes the entire agreement among the Parties related to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written, oral, or electronic, to the extent they relate in any way to the subject matter hereof.

(c)                Succession and Assignment.  The Farm Life Movement LLC may assign this Agreement without restriction. The Affiliate shall not assign either this Agreement or any of his, her, or its rights, interests, or obligations here under without the written approval of The Farm Life Movement LLC, and any attempted assignment in derogation of this Section 19(c) shall be null and void without any force or effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  

(d)               Counterparts.  This Agreement may be executed in one or more original, facsimile, or electronic counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.  Facsimile and electronic signatures shall be deemed original signatures.

(e)                Headings.  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(f)                Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing, addressed to the intended recipient, as set forth below and deemed duly given (i) when delivered personally to the recipient, (ii) one business day after being sent by reputable courier service (charges prepaid), or (iii) upon transmission by e-mail or upon electronic confirmation after being sent by facsimile transmission in each case, if sent during regular business hours or, if not, then on the next business day:

(i)                 If to Affiliate, to the address, e-mail address or facsimile number provided on the signature page hereto;

(ii)               If to The Farm Life Movement LLC, P.O. Box 7101, Virginia Beach, Virginia 23457, Facsimile: (757) 274-6503, e-mail address:  howdy@thefarmlifecom.

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving ten days advance notice to the other Party in the manner set forth in this Section 19(f).

(g)               Governing Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Virginia without giving effect to any choice or conflict of law principles.  Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of any federal or state court in the County of Virginia Beach, Virginia in connection with any matter based upon or arising under this Agreement, and, in furtherance thereof, hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

(h)               Attorney’s Fees and Costs.  If either Party commences any action against the other Party in order to enforce any provision hereof, or to recover damages as the result of the alleged breach of any provision hereof, the prevailing Party shall be entitled to recover all reasonable costs incurred in connection with such action, including, but not limited to, reasonable attorneys’ fees.

(i)                 Waivers and Amendments.  No Party’s failure or delay, whether intentional or unintentional, in exercising any right, power, or remedy such Party has pursuant to this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of any right, power, or remedy.  No amendment, termination, or waiver of any provision of this Agreement shall be effective unless in writing, signed by the Parties.

(j)                 Severability.  The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the other terms and provisions hereof.

(k)               Construction.  Any reference to the singular shall include the plural, and vice versa, as the context may require.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. 

(l)                 Authority.  Each Party represents to the other that it has full binding authority to enter into this Agreement.