**Terms and Conditions between Organic 28 Limited and Affiliates**
**1. Introduction**
These terms and conditions govern the relationship between Organic 28 Limited ("the Company"), located in Texas, USA, and its affiliates ("the Affiliates"). By entering into this agreement, both parties agree to adhere to the terms set forth herein.
**2. Definitions**
- "Company" refers to Organic 28 Limited.
- "Affiliate" refers to any individual or entity that participates in the Company’s affiliate program.
- "Products" refers to goods and services offered by the Company.
**3. Acceptance of Terms**
By participating in the affiliate program, the Affiliate acknowledges and agrees to these terms and conditions.
**4. Responsibilities of the Affiliate**
- The Affiliate shall promote the Company's products in a lawful and ethical manner.
- The Affiliate must not engage in false or misleading advertising.
- The Affiliate shall not use the Company’s intellectual property without prior written consent.
- The Affiliate agrees to comply with all applicable federal, state, and local laws, including but not limited to advertising regulations in Texas.
**5. Compensation**
- The Company agrees to pay the Affiliate a commission based on sales generated through the Affiliate’s promotional efforts.
- Payment terms and conditions, including commission rates and payment schedules, will be outlined in a separate document.
**6. Confidentiality**
- The Affiliate agrees to keep all information related to the Company and its business operations confidential.
- This obligation will continue even after the termination of this agreement.
**7. Termination**
- Either party may terminate this agreement with written notice if the other party breaches any terms and conditions.
- Upon termination, the Affiliate must cease all promotions of the Company’s products immediately.
**8. Limitation of Liability**
- The Company shall not be liable for any direct, indirect, incidental, or consequential damages resulting from the Affiliate’s participation in the program, including but not limited to loss of profits, data, or other intangible losses.
- The Affiliate agrees to indemnify, defend, and hold the Company harmless from any claims, damages, liabilities, or expenses arising from the Affiliate’s actions, including any claims related to product liability, advertising, or promotions.
**9. Modifications**
- The Company reserves the right to modify these terms and conditions at any time. The Affiliate will be notified of any changes.
- Continued participation in the affiliate program after modifications constitutes acceptance of the new terms.
**10. Governing Law**
- This agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA.
**11. Entire Agreement**
- These terms and conditions constitute the entire agreement between the Company and the Affiliate and supersede any prior agreements or understandings.
**12. Acceptance**
- By participating in the affiliate program, the Affiliate acknowledges that they have read, understood, and agree to abide by these terms and conditions.
**13. Waiver of Litigation from Affiliates and Dispute Resolution**
**13.1. Waiver of Litigation by Affiliates**
Affiliates agree to waive their right to litigate any disputes arising from this agreement in a court of law. Instead, Affiliates commit to resolving any contentious issues through mediation.
**13.2. Mediation**
- In the event of any dispute arising from or related to this agreement, the Affiliate shall first attempt to resolve the dispute through mediation.
- Mediation shall be conducted in accordance with the rules of a mutually agreed-upon mediation service or organization in Texas, USA.
- The Affiliate agrees to bear all costs associated with mediation.
**13.3. Notice of Dispute**
- Before initiating mediation proceedings, the Affiliate seeking resolution must provide written notice to the Company, detailing the nature of the dispute and the relief sought.