HOOSIER HILL FARM LLC PARTNER AGREEMENT
BY CLICKING THE "I ACCEPT" BOX DISPLAYED AS PART OF THE Hoosier Hill Farm LLC PARTNER APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "MASTER AGREEMENT") GOVERNING THE HOOSIER HILL FARM PARTNER PROGRAM (THE "PROGRAM"). UPON HOOSIER HILL FARM'S ACCEPTANCE OF YOUR APPLICATION TO BECOME A PARTNER ("PARTNER"), YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THE "EFFECTIVE DATE" OF THIS AGREEMENT SHALL BE THE DATE THAT HOOSIER HILL FARM NOTIFIES YOU IN WRITING (SUCH WRITTEN NOTICE MAY BE VIA EMAIL) THAT YOU HAVE BEEN ACCEPTED INTO THE PROGRAM.
This Agreement governs Partner's enrollment and participation in the Hoosier Hill Farm LLC Partner Program. You represent that you have read and understand all of the provisions of this Agreement. You must accept this Agreement before you can participate in the Program. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
You agree that this Agreement is the complete and exclusive statement of our Agreement relating to the Program and supersedes all prior agreements and other communications relating to the program.
- General. This Master Partner Agreement ("Agreement") is made effective as of the date that Partner is notified in writing (such written notice may be via email) that you have been accepted into the Program and that such agreement is between Hoosier Hill Farm LLC ("Hoosier Hill Farm LLC") and Partner.
- Program. This Agreement includes the partner terms and conditions that will govern each Hoosier Hill Farm LLC Partner Program agreed to by Partner and Hoosier Hill Farm LLC and that is either attached to or makes reference to this Agreement.
- Term. This Agreement is effective from the Effective Date until 30 days written notice is given by either party to terminate the Agreement.
- Modifications by Hoosier Hill Farm LLC. Upon 30 days' prior notice to Partner, Hoosier Hill Farm LLC, in its sole discretion, reserves the right to modify the terms of a Program, Benefits and/or Hoosier Hill Farm LLC's lead submission policies and procedures. Such changes will become effective at the end of the notice period. Partner's continued participation in a Program following such notice will constitute acceptance of the change. If a modification is unacceptable to Partner, Partner's only recourse is to terminate its participation in the Program within 30 days of such notice, whereupon its participation in the Program will be cancelled.
Trademarks, Intellectual Property, Confidential Information
- Trademarks. Hoosier Hill Farm LLC grants Partner a non-exclusive, non-transferable, limited license to use those Hoosier Hill Farm LLC trademarks, logos, and related images (collectively, "Marks") provided under a Program to exercise the rights granted to Partner under the Program. Hoosier Hill Farm LLC may revoke this license at any time in its discretion. Partner's use of the Marks shall conform with any published Hoosier Hill Farm LLC trademark usage guidelines, as developed and amended by Hoosier Hill Farm LLC from time to time, and all use by Partner of the Marks shall inure to the benefit of Hoosier Hill Farm LLC.
- Intellectual Property. Any Hoosier Hill Farm LLC Solutions (including any associated documents and designs) provided to Partner in connection with a Program, and all intellectual property rights therein, shall remain the sole and exclusive property of Hoosier Hill Farm LLC and its licensors.
- Confidential Information. As used in this Agreement, "Confidential Information" means any and all data and information of a confidential nature, either marked as such or that the receiving party knows or should know that the other party regards as confidential, including, but not limited to, End User Data (as defined below), business practices, software, technical information, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans, or projects. "End User Data" means any data, information, or other materials of any nature whatsoever, provided to a party by an end user of the Hoosier Hill Farm LLC products, including any data otherwise captured or generated by such Solutions. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Neither Hoosier Hill Farm LLC nor Partner shall make use of, disseminate, or in any way disclose the other party's Confidential Information (including End User Data), except to the extent necessary for its performance under a Program. Each party shall treat Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care, and may disclose Confidential Information only to those of its employees and consultants who need to know such information and who have previously agreed in writing to be bound by terms and conditions at least as protective of such Confidential Information as are these terms and conditions.
The receiving party's obligations under this section will not apply to information that such party can document:
- is or becomes generally available to the public through no fault or breach of such party;
- was in such party's possession free of any obligation of confidence at the time it was communicated to such party by the disclosing party, or at a later time is rightfully received by such party from a third party without restriction and without breach of any obligation owed to the disclosing party; or
- Was developed by employees, agents, or consultants of such party independently of and without reference to any information communicated to such party by the disclosing party.
Term and Termination
- General. The term of a Program coincides with the term of this Agreement. Hoosier Hill Farm LLC, in its sole discretion, may terminate this Agreement, a Program or Benefit without cause upon 30 days' prior written notice to Partner. In addition, if either party breaches a material term of this Agreement, the other party may terminate this Agreement if the breaching party does not cure such breach within ten (10) calendar days after receiving written notice of such breach. Upon termination or expiration of this Agreement, all Programs and Benefits shall similarly terminate and all related licenses to any and all Hoosier Hill Farm LLC Solutions, Technical Services, Confidential Information or Marks made available as a result of this Agreement or the Program shall terminate, and all such materials and tangible embodiments thereof shall be returned or destroyed. The termination or expiration of any particular Benefit shall not result in the termination of the Program or any other Benefits in existence as of such termination date, unless expressly so provided.
- Survival. All provisions herein relating to confidentiality, intellectual property and indemnification shall survive expiration or earlier termination of this Agreement for any reason.
- By Partner. Partner warrants that it will: (i) perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon Hoosier Hill Farm LLC, the Solutions and the Marks; and (ii) refrain from deceptive, misleading or unethical business practices of any kind.
- Except for the foregoing limited warranties, and to the maximum extent permitted by law, Hoosier Hill Farm LLC disclaims all other warranties, express, implied, or statutory (including warranties of merchantability, fitness and non-infringement), related to the benefits, solutions and services provided under this Agreement. Neither Partner, nor any of its employees or agents, has any right to make any representation, warranty, or promise to any third party on behalf of Hoosier Hill Farm LLC that is not (a) contained in Hoosier Hill Farm LLC standard published terms, or (b) specifically authorized in writing by Hoosier Hill Farm LLC.
- By Hoosier Hill Farm LLC. Hoosier Hill Farm LLC shall defend, indemnify and hold Partner harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Partner by a third party alleging that the authorized use of the Program, Solutions or Benefits, as contemplated hereunder, or any content originating with Hoosier Hill Farm LLC and published by Hoosier Hill Farm LLC on the Hoosier Hill Farm LLC Marketplace infringes, misappropriates or violates any intellectual property rights of a third party; provided, that Partner (a) promptly gives written notice of the Claim to Hoosier Hill Farm LLC; (b) gives Hoosier Hill Farm LLC sole control of the defense and settlement of the Claim (provided that Partner may not settle any Claim without Hoosier Hill Farm LLC's prior written consent unless it unconditionally releases Hoosier Hill Farm LLC of all liability); and (c) provides to Hoosier Hill Farm LLC all reasonable assistance.
- By Partner. Partner shall defend, indemnify and hold Hoosier Hill Farm LLC harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Hoosier Hill Farm LLC by a third party alleging (i) that any data, materials or information provided by Partner, or Partner's use of the Program, Solutions or Benefits in violation of this Agreement, or Partner's products or services, including Partner's Applications listed on the Hoosier Hill Farm LLC Marketplace infringes, misappropriates or violates any intellectual property rights of, or has otherwise violated applicable law with respect to, a third party, (ii) Partner's breach of any representation, warranty, or agreement relating to Partner's products and services, including Partner's Application listed on the Hoosier Hill Farm LLC Marketplace; (iii) a breach of any warranty or representation made by Partner or its agents that differs from the warranty provided by Hoosier Hill Farm LLC for the relevant service or Solution; provided, that Hoosier Hill Farm LLC (a) promptly gives Partner written notice of the Claim; (b) gives Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle any Claim without the prior written consent of Hoosier Hill Farm LLC unless it unconditionally releases Hoosier Hill Farm LLC of all liability); and (c) provides to Partner all reasonable assistance.
- Cooperation on Disputes. Partner shall cooperate with Hoosier Hill Farm LLC in regard to any inquiry, dispute or controversy in which Hoosier Hill Farm LLC may become involved and of which Partner may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Partner's personnel.
Limitations of Liability.
- Limitations. Except with respect to each party's indemnification obligations hereunder, in no event shall either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, business interruption, lost or damaged data or documentation or liabilities to third parties arising from any source, even if such party has been advised of the possibility of such damages. This limitation is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective. The cumulative liability of Hoosier Hill Farm LLC to partner for all claims arising from or relating to this agreement including, without limitation, any cause of action sounding in contract, tort, or strict liability, shall not exceed the commissions and royalties paid or payable by Hoosier Hill Farm LLC to partner under the agreement.
- Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties and shall apply notwithstanding the failure of their essential purpose.
- Governing Law. This Agreement shall be governed in accordance with the laws of the State of Indiana and controlling U.S. federal law. Any disputes, actions, or claims arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Allen County, Indiana. In any action to enforce either party's rights, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees.
- No Agency. Nothing contained herein, shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties, and neither party has the authority to bind or incur any obligation on behalf of the other.
- Integration. These terms and each entire agreement and understanding between the parties, and supersede and merge all prior oral and written agreements, discussions and understandings between the parties, with respect to the subject matter hereof. Any amendment to these terms must be in writing and signed by both Hoosier Hill Farm LLC and Partner, except as provided above.
- Severability. If a court holds any of these terms to be unenforceable or invalid, such unenforceability or invalidity shall not render the remaining terms unenforceable or invalid as a whole, and, in such event, such provision shall be interpreted so as to best accomplish the objectives of the invalid provision.
- Waiver. The waiver by a party of a breach of any provisions contained herein shall be deemed effective only when in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.
- Assignment. Partner shall not assign its rights or delegate its obligations under this Agreement without Hoosier Hill Farm LLC's prior written consent and, in the absence of such consent, any purported assignment or delegation by Partner shall be null, void and of no effect. Otherwise, this Agreement shall be binding upon and inure to the benefit of Hoosier Hill Farm LLC and Partner and their successors and permitted assigns.
- Marketing; Publicity. Partner consents to publication of its name by Hoosier Hill Farm LLC as a Partner of the Program or any applicable component thereof. Hoosier Hill Farm LLC authorizes Partner to include in its marketing or product distributions, marketing materials about the Hoosier Hill Farm LLC Solutions that Hoosier Hill Farm LLC has prepared and provided to Partner for this purpose. Partner shall not alter, modify, or otherwise change any material provided to it by Hoosier Hill Farm LLC. Partner may also use other marketing materials of its own to promote the Hoosier Hill Farm LLC Solutions, but Hoosier Hill Farm LLC must approve all such marketing materials in advance in writing [email]. Hoosier Hill Farm LLC shall have sole authority to approve any and all press releases, announcements, or similar materials mentioning Hoosier Hill Farm LLC, and Partner shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither party shall unreasonably withhold its approval in connection with a request under this section.
- Hoosier Hill Farm LLC will notify Partner of any revisions to a Program or its guidelines via e- mail. Other communications from Hoosier Hill Farm LLC sent via e-mail include billing notifications, notices of promotions, invitations to events, and any other matters regarding the administration of the Program excluding notices with respect to termination of a Program. Partner may communicate by e-mail with Hoosier Hill Farm LLC to csr@HoosierHillFarm.com regarding billing discrepancies and to request clarification of any policy or procedure in this Agreement. Partner will provide Hoosier Hill Farm LLC with an e-mail address to receive official communications and shall be responsible for advising Hoosier Hill Farm LLC of any changes to this email address. Commission Model Affiliate will earn a commission as specified in the Program outline for each qualified referred sale ("Qualified Sale"). Qualified Sale A Qualified Sale means a sale to any new Hoosier Hill Farm LLC customer: a. who pays in full or in part for an Hoosier Hill Farm LLC Product. All commissions are paid in US Dollars. Affiliate will receive commissions by check. Commissions will be paid by the 20th of the month following each month in which a customer pays, in full for a qualifying Hoosier Hill Farm product. Should the 20th of the month fall on a weekend or US holiday, commissions will be paid the next business day following the weekend or holiday.
- In the event an order is refunded back to a customer, Hoosier Hill Farm LLC may claw back the associated commission paid to Affiliate. Partner. Any resulting amounts owed to Hoosier Hill Farm LLC by Affiliate may, in Hoosier Hill Farm LLC's sole discretion, be deducted from the balance of any commissions earned by Affiliate that are unpaid as of the date Hoosier Hill Farm LLC claws back the commission associated with the customer refund. . In the event a commission is paid to Affiliate in error, Hoosier Hill Farm LLC reserves the right to claw back such commission for a period of up to 90 days from the sale date (the "Error Claw Back Period"). Any resulting amount owed to Hoosier Hill Farm LLC by Affiliate may, in Hoosier Hill Farm LLC's sole discretion, be deducted from commissions earned by Affiliate that are unpaid as of the date Hoosier Hill Farm LLC claws back the commission paid in error. If no commissions are owed by Hoosier Hill Farm LLC to Affiliate during the Error Claw Back Period, Hoosier Hill Farm LLC may invoice Affiliate for the commission paid in error before the expiration of the Error Claw Back Period and Affiliate agrees to pay such invoice within 30 days notwithstanding the expiration of the Error Claw Back Period. In addition, Hoosier Hill Farm LLC may, in its sole discretion, deduct any commission paid in error from commissions earned by Affiliate after the expiration of the Error Claw Back Period so long as Hoosier Hill Farm LLC has invoiced Affiliate for the commission paid in error before the expiration of the Error Claw Back Period.
- Hoosier Hill Farm LLC will have the sole right and responsibility for processing all orders placed by a customer, and Affiliate acknowledges that all agreements relating to sales of Hoosier Hill Farm LLC products to a customer shall be between Hoosier Hill Farm LLC and the customer.
- Hoosier Hill Farm LLC reserves the right to withhold or reverse commissions if Affiliate is in breach of the Partner Agreement, or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.
- Hoosier Hill Farm LLC reserves the right to adjust the terms of this Partner Agreement at any time and will notify Affiliate via email with at least 30 days' notice.
Acceptable Methods to Refer Leads
- Affiliates may refer leads through their unique tracking links.
Cookie and Lead Registration Length
- A click on Affiliate's trackingAffiliate as latest referring partner and will set cookies that expire after 120 days, after which time Affiliate's latest referring partner status will expire.
- Lead registration will set Affiliate as latest referring partner for 120 days after which time Affiliate's latest referring partner status will expire.
- Hoosier Hill Farm LLC will not be liable to pay Affiliate a commission for leads that have expired.
- If, at the time an Hoosier Hill Farm LLC partner registers a lead (either through the lead registration process or through a tracking link click), the lead already exists in the Hoosier Hill Farm LLC database, the most recent lead registration or unique tracking link click will assign the Hoosier Hill Farm LLC partner associated with such lead registration or unique tracking link as the latest referring partner for a period up to 120 days after which time the latest referring partner status expires.
- Affiliate is not eligible for assignment as latest referring partner on any Hoosier Hill Farm LLC sale for which Affiliate uses its own credit card to make a purchase from Hoosier Hill Farm LLC.