Effective Date: February 25, 2026
GAIA HERBS® AFFILIATE PROGRAM TERMS AND CONDITIONS
These Affiliate Program Terms and Conditions (these “Terms”) govern your (“Affiliate”, “you”, or “your”) participation in the Gaia Herbs®Affiliate Program (the “Program”) offered by Gaia Herbs®, Inc. (“Gaia Herbs®”, “we”, “us”, or “our”). By participating in our Program, you agree to these Terms. The Program may also be governed by third party terms, including any terms offered by the social media platforms on which you provide Services or promote Products.
THESE TERMS CONTAIN A WAIVER OF THE RIGHT TO A TRIAL BY JURY. AFFILIATE ENTERS INTO THESE TERMS HAVING READ, UNDERSTOOD, AND VOLUNTARILY ACCEPTED THAT WAIVER.
YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (FOR EXAMPLE, YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS. IN ADDITION, IF THESE TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE TERMS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS.
1. Program Requirements
(a) In order to participate in the Program and act as an Affiliate of Gaia Herbs®, you represent and warrant the following:
a. You are at least 18 years of age (or the age of majority where you live, if that is over 18), and a legal resident of the United States;
b. You agree to use good faith efforts to promote and market certain Gaia Herbs® products (“Products”) as a brand Affiliate through the Approved Promotion Locations (defined below) and to provide the marketing services (the “Services”) in accordance with the Service Agreement executed by and between you and Gaia Herbs® (the “Service Agreement”), incorporated herein by reference, which Services are set forth in one or more project briefs (each, a “Project Brief”) issued by Gaia Herbs® or its third party marketing representative (“Representative”);
c. You will diligently and timely perform the Services at the direction of Gaia Herbs® or its Representative with due care and consistent with the highest standards in your industry;
d. You have not been convicted or have any pending charges against you of any felonies;
e. You have not been convicted or have any pending charges against you of any crimes involving dishonesty, perjury, or moral turpitude;
f. There are no judgements, consent decrees, or other judicial orders entered against you (including pending) finding you liable for counterfeiting, trademark infringement, copyright infringement, patent infringement, or misappropriation of trade secrets;
g. You have not entered or expect to enter into any settlement or agreement whereby you admitted to engaging in counterfeiting, trademark infringement, copyright infringement, patent infringement, or misappropriation of trade secrets;
h. You are not a healthcare provider, including prescribers and non-prescribers, and including licensed or registered dietitians (collectively, “Healthcare Provider”). Alternatively, if you are a Healthcare Provider you agree to disclose this to Gaia Herbs® and to comply with all restrictions related to the Services as set forth in the Service Agreement, Project Brief and as otherwise communicated to you by Gaia Herbs®; and
i. You permit Gaia Herbs® and its Representative to review your social media, social media content, and other public profiles at any time to confirm your compliance with these Terms.
(b) These Terms, as well as the Service Agreement, shall govern all Services that you provide in connection with the Program. These Terms are non-exclusive such that Gaia Herbs® may contract with other individuals or entities to provide the same or similar services.
2. Affiliate Obligations
(a) Affiliate shall market, promote, and/or advertise Products solely through the social media pages, internet platforms, websites, webpages, blogs, or other channels specifically identified on the Project Brief (“Approved Promotion Locations”). Affiliate shall not market, promote, or advertise Products on or through any channel, website, or location other than the Approved Promotion Locations, including through any paid marketing channels, pay-per-click networks, or affiliate networks.
(b) During your participation in the Program, you agree to:
a. Comply with all applicable laws, rules, regulations, and regulatory guidelines, including the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255 (2023)), relating to your participation in the Program and the marketing and promotion of Gaia Herbs® and its Products;
b. Comply with any Gaia Herbs® guidelines and policies provided to you, including Gaia Herbs®’ Brand Guidelines which are incorporated herein by reference (the “Brand Guidelines”) and any other Program requirements, including all (i) messaging, brand, or other content guidelines provided by Gaia Herbs® (including any instructions related to marketing claims); (ii) any non-discrimination and non-harassment policies; and (iii) all terms of the Approved Posting Locations, including, as applicable, any content policies or creator terms;
c. Ensure that you (i) include the relevant disclosures concerning your relationship with Gaia Herbs® in connection with all posts, comments, or communications on any e-mails, website, blog, or social media platform; and (ii) disclose the compensation received for your Services, in compliance with the FTC’s rules and if applicable, any applicable restriction in any applicable jurisdiction;
d. Remove any content associated with Gaia Herbs®, the Program, or Products from the Approved Promotion Locations or your other online channels within 24 hours of a written request from Gaia Herbs® or our Representative; and
e. Promptly provide us with any information that we request to verify your compliance with these Terms.
(c) During your participation in the Program, you are prohibited from:
a. Disclosing any of Gaia Herbs®’ Confidential Information (as defined below);
b. Engaging in any deceptive, fraudulent, or misleading practices regarding Gaia Herbs®, the Products or the products of our competitors;
c. Selling actual Products or modifying any Gaia Herbs® terms of sale;
d. Posting or sharing content or engaging in any activity that infringes on the rights of any third party, including but not limited to intellectual property rights, privacy rights, publicity rights, or contractual obligations;
e. Engaging in any act which might reasonably be considered as immoral, deceptive, scandalous or obscene, or which could potentially injure, tarnish, damage, or otherwise negatively affect the reputation, image, or goodwill of Gaia Herbs®;
f. Sending e-mail messages or other communications on Gaia Herbs®’ behalf unless expressly requested;
g. Creating or participating in any third-party networks or sub-affiliate networks without Gaia Herbs®’ prior written consent;
h. Using or encouraging any means of delivering fraudulent traffic to any website, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
i. Using direct linking to any page on any website other than the Approved Promotion Locations and Gaia Herbs®-operated websites without Gaia Herbs®’ prior written consent;
j. Masking your referral sites or using deceptive redirecting links;
k. Using any AI-generated content that might mislead or deceive viewers or that impersonates others; and
l. Disparaging the products or services of any person or entity, including without limitation the products or services of a competitor of Gaia Herbs®, any other customer or partner of Gaia Herbs®, or Gaia Herbs® itself.
(c) Affiliate shall promptly comply with any and all direction by Gaia Herbs® regarding the modification or removal of any material or deliverables provided or created by Affiliate in connection with these Terms.
(d) If directed in the Program Brief or Service Agreement, Affiliate shall post the Gaia Herbs®-designated affiliate link to the Gaia Herbs® website (“Affiliate Link”) in Affiliate’s bio or on Affiliate’s social media profiles related to the Approved Promotion Locations.
3. Intellectual Property Ownership and License
(a) For purposes of these Terms, “Content” means any and all creative work or content conceived, created, produced, or reduced to practice by Affiliate in connection with or related to the Services in any manner, whether produced solely or jointly with others and whether in preliminary or final form and will include any pre-existing proprietary rights owned by Affiliate to the extent such proprietary rights are incorporated into the Content by Affiliate. Affiliate’s name, voice, likeness, biographical data, trademarks, logos, and business names shall be referred to, together with the Content, as the “Affiliate IP.”
(b) Affiliate grants to Gaia Herbs® a limited, royalty-free, worldwide, right and permission (but Gaia Herbs® shall have no obligation) to post on Gaia Herbs®’ website and any social media website(s) selected by Gaia Herbs®, and to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, edit and otherwise exploit, the Affiliate IP, and any material based thereon or derived therefrom, together with any actual or fictional material, in any manner or media whatsoever (whether now known or hereafter devised) anywhere in the world in for the purposes of advertising or trade in promoting and publicizing Gaia Herbs® and its products and services. Gaia Herbs® agrees to credit Affiliate in each instance of use. Subject to the foregoing license, ownership of the Content will be as specified in the Service Agreement.
(c) You further agree that Gaia Herbs® has the right to like, favorite, retweet, share, repost, redistribute, syndicate, amplify or otherwise utilize in any manner enabled by the Approved Promotion Locations all Content you create in conjunction with the Program.
(d) Except for references to the Gaia Herbs® name and trademarks as part of Content which is expressly authorized herein, Affiliate agrees not to use or refer to the Gaia Herbs®’ name or trademark or any other name or trademark of Gaia Herbs or any of its affiliates (collectively, the “Gaia Herbs® Marks”) without Gaia Herbs®’ prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular Gaia Herbs® Mark, and for the specific purpose for which the approval was expressly given. Goodwill arising from Affiliate’s use of the Gaia Herbs® Marks shall inure exclusively to the benefit of Gaia Herbs®, and Affiliate shall not acquire any rights therein. Gaia Herbs® reserves the right to review and approve Affiliate’s use or intended use of the Gaia Herbs® Marks at any time, without limitation. Upon the request of Gaia Herbs®, Affiliate will immediately alter or cease any and all use of the Gaia Herbs® Marks.
(e) Each of Gaia Herbs® and Affiliate shall retain all right, title and interest to its own intellectual property, including, without limitation, trademark, copyright, and any and all renewals, extensions, revivals and resuscitations thereof, throughout the universe in perpetuity in all media now known or hereafter devised. Affiliate agrees that it will not, and will not allow a third party to, access or use Gaia Herbs®’ intellectual property for the purpose of developing, creating, or producing products or services competitive with, derivative of, or that are a substitute for the Products or any other Gaia Herbs® products or services.
4. Content Creation
(a) Affiliate represents and warrants that: (i) all Content will be an original work created solely by the Affiliate for Gaia Herbs® and will not be copied in whole or in part from any existing work and that the Content has not been published in any form by distribution to the public by sale or other transfer of ownership or by rental, lease or lending and has not been distributed for purposes of further distribution or public display; (ii) Affiliate has the full power and authority to enter into these Terms and the performance of these Terms will not violate any agreement or obligation of Affiliate; (iii) the Content will not infringe any statutory or common law copyright, will not be libelous or obscene, will not utilize any trade secrets of any third party, will not violate any right of privacy or publicity, or otherwise violate any law or any person’s personal or property rights; (iv) Affiliate has given no commissions, payments, gifts, kickbacks, lavish or extensive entertainment, or other things of value to any employee or agent of Gaia Herbs® in connection with these Terms; and (v) all Content will comply with all laws, rules, and regulations that apply to Affiliate and Gaia Herbs® by virtue of these Terms including, without limitation, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as revised, which are described, in part, in the Brand Guidelines.
(b) You will comply with, and ensure that any Content complies with, the messaging guidelines, mandatory disclaimers, content requirements, product details, and other related information set forth in the applicable Project Brief, the Brand Guidelines, the Service Agreement, or as otherwise provided by Gaia Herbs® or its Representative from time to time. You must review the Project Brief and the Brand Guidelines before you promote, market or create any content relating to Gaia Herbs® or its Products.
(c) You further agree that all Content must:
i. Be truthful, accurate, and authentic, and honestly reflect your experience with the Products;
ii. Only includes product claims that are permitted in the Project Brief and the Brand Guidelines (e.g. you cannot create or promote any false impressions about the nature or benefits of Gaia Herbs® or its products, or those of our competitors, including making statements about our Products that are measurable or comparative, or suggest or insinuate that the Product is “treating,” “curing,” or “preventing” any disease); and
iii. Be of your own, original creation.
(d) Content must not:
i. Use handles or hashtags that contain claims we cannot make (e.g., “organicliving,” “cleaneating,” “clean eating” or “veganlife” if the product depicted does not make the claim “organic”, “nutritious,” “healthy”, “clean,” “plant-based”, or “vegan”);
ii. Depict children under 18 years of age consuming or interacting with Gaia Herbs® products, unless a different age is stipulated in the Project Brief;
iii. Show pets/animals eating or in a position to eat Products;
iv. Include any person, other than yourself, unless you have that person’s prior written consent, which could be provided to Gaia Herbs® upon request;
v. Mention or feature any Gaia Herbs® competitors or their Products;
vi. Include references to or images of celebrities or other public figures, television shows and movies, award shows, tournaments, major professional sports games, or memes/GIFs that include images, recordings of, or the voices of celebrities or other public figures;
vii. Include references to religion, nudity, profanity, political statements, or any other mentions of polarizing topics (e.g., racism, gender, or sexual inequality) or personal insults;
viii. Include any offensive comments, including those that have the purpose or effect of creating an intimidating or hostile environment;
ix. Show or reference alcohol or drugs;
x. Play with Products, particularly in a way that presents a choking hazard (e.g., throwing a product up in the air and catching it in your mouth or playing in the kitchen while preparing a recipe);
xi. Include any comments or content that in any way promotes unsafe activities that could lead to an unsafe situation involving Gaia Herbs®’ consumers or other individuals (e.g. taking supplements in excess of recommended dosages);
xii. Show or promote unhygienic/unsanitary practices (e.g. taking supplements in a manner that could suggest unsanitary practices or cross-contamination); or
xiii. Depict illegal or inappropriate behavior, as determined by Gaia Herbs® in its sole discretion.
(e) You acknowledge and agree that the use of any generative artificial intelligence software, systems, technologies, processing or machine learning tools, including but not limited to ChatGPT, Playground, Avataar, DreamStudio, or GitHub Copilot (“GenAI”) in connection with the creation of any Content, whether directly or indirectly, is strictly prohibited, unless you have the express written permission of Gaia Herbs®. You represent and warrant to Gaia Herbs®, and you agree that: (i) all Content you create and use in connection with the Program will be solely the result of your independent and original efforts produced and/or created without any use or assistance of GenAI; and (ii) all Content you create and use in connection with the Program will not incorporate or utilize, in whole or in part, GenAI without the express written permission of Gaia Herbs®.
5. Compensation
(a) By participating in the Program, you may be eligible to earn commissions or fees based on your promotion of Products. Your eligibility to receive commissions or fees, and the calculation and payment of such commissions and fees, are subject to these Terms and any applicable terms of the Approved Promotion Location.
(b) Gaia Herbs® or its Representatives will inform you of the applicable commission rate for each Product. If you have any questions on the applicable commission rate or fees, please contact Gaia Herbs® or its Representative to confirm the commission rate or fees before you make any content for Gaia Herbs® or its Products.
(c) Payments of commissions and fees will be made to you as specified in the Service Agreement.
(d) We do not make any representation regarding the amount of commission income or fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
(e) Affiliate agrees and acknowledges that taxes or other amounts will not be withheld from any compensation or other amounts payable to Affiliate hereunder. Affiliate agrees and acknowledges that it has sole responsibility and liability for any and all taxes, contributions, penalties, interest or other sums arising out of the compensation and/or any other amounts and/or expenses paid pursuant to these Terms, the understanding being that the quoted rates include therein a component attributable to such amounts.
6. Term and Termination.
(a) These Terms apply to Affiliate’s participation in the Program and shall continue to apply while there is any active Service Agreement between you and Gaia Herbs®, unless earlier terminated in accordance with this Section 6.
(b) We may terminate your participation in the Program at any time for any reason, including but not limited to any of the following: (i) you are in material breach of these Terms, the Service Agreement, the Brand Guidelines, or the Project Brief; (ii) you post any Content that violates these Terms or applicable law (“Breaching Content”) and fail to remove such Breaching Content within twenty four (24) hours following Gaia Herbs®’ written notice of such Breaching Content or post Breaching Content more than two (2) times during the Term; (iii) we believe that we may face potential claims or liability in connection with your participation in the Program; (iv) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (v) your participation in the Program has been used for deceptive, fraudulent, or illegal activity; (vi) we have terminated the Program as we generally make it available to affiliates; or (vii) your relationship or account with the Approved Promotion Locations is suspended or terminated.
(c) You may terminate your participation in the Program at any time and for any reason by providing written notice to Gaia Herbs®.
(d) Upon termination: (i) the Service Agreement will automatically terminate and any commission payments will cease; (ii) Gaia Herbs® reserves the right to direct any third-party platform to remove any of your content that includes reference to Gaia Herbs® or its products; (iii) you will deliver to Gaia Herbs® or securely destroy (at Gaia Herbs®’ option) all property created by or provided to your which relates to or contains Confidential Information, including all copies thereof; (iv) you will remove all Affiliate Links from your bio and social media profiles; and (iv) you will cease representing yourself as an Affiliate of Gaia Herbs® or the Products.
(e) Upon our termination for your violation of these Terms, in addition to any other rights or remedies available to us, we reserve the right to: (i) direct the Approved Promotion Locations or our Representative to permanently cease payment of (and you agree you will not be eligible to receive) any commission income attributable to this Program or otherwise payable to you by the Approved Promotion Location, whether or not directly related to such violation without notice and without prejudice to any right of Gaia Herbs® to recover damages over this amount; and (iii) prohibit you from participating in the Program.
7. Confidentiality.
Affiliate agrees that any and all Confidential Information (as defined below) regarding Gaia Herbs® will be held in strictest confidence and will not be used by Affiliate or disclosed to any third party while engaged in the Program or anytime thereafter, except as necessary to perform the Services hereunder. “Confidential Information” means all information regarding Gaia Herbs® or any of its affiliates which has not been publicly disclosed by Gaia Herbs®, including, but not limited to Gaia Herbs®’ trade secrets and intellectual property.
8. Relationship of Parties.
Affiliate is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by federal, state or local law with respect to any sums paid to Affiliate hereunder. You shall be responsible for, and shall indemnify Gaia Herbs® against, all such taxes and contributions, including penalties and interest. Affiliate shall not be entitled to any Gaia Herbs® employee benefits of any nature. Affiliate is not an agent or representative of Gaia Herbs®, and Affiliate has no authority to speak or act for Gaia Herbs® in any manner except as expressly authorized by these Terms. Any persons employed or engaged by you in connection with your participation in the Program shall be your employees or contractors and you shall be fully responsible for them and indemnify Gaia Herbs® against any claims made by or on behalf of any such employee or contractor.
(a) Indemnification. To the fullest extent permitted by law, Affiliate shall and hereby does, indemnify, defend, save, and hold harmless Gaia Herbs® and its affiliates, and their officers, directors, shareholders, members, predecessors, successors in interest, employees, and agents, from and against any suit, demand, claim, action, loss, liability, damage, cost or expense (including attorneys’ fees, the cost of enforcing these Terms, and the cost of pursuing any insurance providers) known or unknown of any kind caused by, arising from, or incurred in connection with (i) any breach or alleged breach of any of the agreements, provisions, covenants, representations, or warranties of Affiliate in these Terms, including by posting Breaching Content; or (ii) the negligence or willful misconduct of Affiliate or its officers, employees, agents or contractors.
(b) Injunctive Relief. Affiliate stipulates that the covenants contained herein are essential for the protection of the trade secrets, confidential business information, relationships, and competitive position of Gaia Herbs®; that a breach of any covenant contained herein would cause Gaia Herbs® irreparable damage for which damages at law would not be an adequate remedy; and that, in addition to damages and other remedies to which Gaia Herbs® would otherwise be entitled, it will be entitled to whatever injunctive relief is appropriate for any such breach.
(c) Limitation of Liability. GAIA HERBS® SHALL NOT BE LIABLE TO AFFILIATE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR RECOVERY OF ATTORNEYS’ FEES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE TERMS. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
(d) Disclaimer of Liability for Your Social Media Channels. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SOCIAL MEDIA ACCOUNTS OR CHANNELS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR RESPECTIVE AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO YOUR SOCIAL MEDIA ACCOUNTS OR CHANNELS OR ANY CONTENT OR MATERIALS APPEARING ON SUCH ACCOUNTS OR CHANNELS.
(e) Disclaimer of Warranties. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, 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 ARE EXPRESSLY DISCLAIMED. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (I) ANY LOSS OF PROSPECTIVE COMMISSIONS, PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (II) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (II) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. GAIA HERBS EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, OR COVENANT THAT IT WILL PROMOTE, BOOST, OR SHARE ANY CONTENT CREATED BY CREATOR.
(a) Modification. Gaia Herbs® reserves the right to update, amend, or modify these Terms with written notice to Affiliate. Unless otherwise provided, such amendments will take effect immediately, and Affiliate’s continued performance of the Services following notice of the amendments will be deemed Affiliate’s acceptance of the amendments.
(b) Waiver; Severability. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any term, provision, covenant or condition of these Terms is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law. Notwithstanding the foregoing, the parties further agree that if any term, provision, covenant or condition of these Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated.
(c) No Other Representations. No representation or warranty has been made by or on behalf of Gaia Herbs, or any officer, director, employee or agent thereof, to induce Affiliate to enter into these Terms or to abide or consummate any transactions contemplated by these Terms, except for those representations and warranties expressly set forth herein.
(d) Force Majeure. If for any reason beyond Gaia Herbs®’ reasonable control (including, but not limited to: strikes or labor disputes; actual or potential pandemics; acts, regulations or orders of governmental authorities; civil disorder; weather; casualty; earthquakes; travel concerns, delays or cancellations; disasters; acts of war; acts of God; or other conditions), it is inadvisable, not reasonably possible, or illegal for Gaia Herbs® to perform its obligations under these Terms, performance hereunder is excused and Gaia Herbs® may terminate the Program or Affiliate’s participation in the Program, in whole or in part, without liability of any nature.
(e) Assignment. The obligations of Affiliate hereunder are personal in nature and these Terms may not be assigned, subcontracted or delegated for performance by any other party, in whole or in part, without the prior written consent of Gaia Herbs®. Gaia Herbs® is entitled to assign these Terms, in whole or in part, without Affiliate’s consent to any Gaia Herbs-affiliated company or to any entity to which Gaia Herbs® sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products. These Terms are intended for the benefit of the parties and their permitted assignees, and no other person will be entitled to rely upon the Terms or be entitled to any benefits under these Terms.
(f) Entire Agreement. These Terms, the Service Agreement, Program Brief, and Brand Guidelines, constitute the entire agreement between Gaia Herbs® and Affiliate regarding the contemplated transactions and supersedes all prior agreements and understandings between the parties relating to the matters described herein.
(g) Construction. The descriptive headings and sections of these Terms are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Should any provision of these Terms require judicial interpretation, it is agreed that any rule of construction disfavoring the drafting party shall not apply in the construction of any provision of these Terms, it being agreed that all parties, directly or through their agents, have participated in the preparation or negotiation hereof.
(h) Survival. Sections that by their nature are meant to survive termination of these Terms shall survive termination of these Terms, including, but not limited to, Section 3 (Intellectual Property Ownership and License), Section 7 (Confidentiality), Section 10 (Remedies), Section 11(j) (Governing Law and Dispute Resolution), and Section 11(k) (Waiver of Jury Trial).
(i) Governing Law and Dispute Resolution. These Terms and any dispute arising under these Terms shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, without regard to its choice of law rules. In the event of a dispute over the terms or performance under these Terms, the parties expressly submit to personal jurisdiction and venue in the federal or state courts of record in North Carolina. In the event of a breach or threatened breach of these Terms by Affiliate, the prevailing party will be entitled to attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.
(j) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
(k) Contact Us. If you have any questions about these Terms, you may contact us at legal@gaiaherbs.com.