Affiliate Terms & Conditions

Updated July 22, 2023 to take effect September 1, 2023

 

Please read these terms and conditions carefully as they constitute a legal agreement between you and our company upon your acceptance into our affiliate program. By applying for and being accepted into our affiliate program, you agree to be bound by all of the terms and conditions set forth in this agreement.

This Affiliate Program Terms and Conditions (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or “our” means Elk River Soap Company and Partner Website. “You” or “your” means the applicant. A “site” means a website. “Partner Site” Goaff Pro affiliate tracking software. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the partner site. "Advertising Fees" means commissions earned for a successful and verified sale of product on the Partner Site by a customer using your referral link.

THIS AFFILIATE AGREEMENT (the “Agreement) is made between Elk River Soap Company, a Missouri-based company (the “Company”), and the “Affiliate,” and collectively, the “Parties.”

By checking the box indicating that you agree to the terms and conditions of this operating agreement, or by continuing to participate in the program, following our posting of a change notice, revised operating agreement, or revised operational documentation on the Elk River Soap Company website, you (A) agree to be bound by this operating agreement; (B) acknowledge and agree that 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; and (C) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you are and will remain in compliance with this operating agreement. In addition, if this operating agreement is being agreed to by a company or other legal entity, then the person agreeing to this operating agreement 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 this operating agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

 

  1. Description of the Program

The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees OR commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Elk River Soap Company website, other than any products that are explicitly defined as excluded products here (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Affiliate Program Commissions Schedule. In order to facilitate your advertisement of Products, we may make available to you’ data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Partner Site.

 

  1. Enrollment

To begin the enrollment process, you must accurately submit a complete a Program application. The enrollment application and W9 form must be completed in your own name. We will not allow applications under someone else's name. 

You must complete the W9 section under the settings area of your affiliate dashboard. Upon doing so, you must include accurate tax information per IRS regulations.

You must identify the website  you will be advertising on or with in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

(a) promote or contain sexually explicit materials.

(b) promote violence or contain violent materials.

(c) promote or contain libelous or defamatory materials.

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age.

(e) promote or undertake illegal activities.

(f) include any trademark of Elk River Soap Company, its Partner Sites, or its affiliates, or a variant or misspelling of a trademark of Elk River Soap Company, its Partner Sites or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or

(g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up to date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You 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.

If you unsubscribe to any affiliate program emails from Elk River Soap Company or GoAff Pro, your affiliate contract will be terminated.

 

 

  1. Links on Your Site

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Partner Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking Requirements Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Partner Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API (“Affiliate API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.

 

  1. Program Requirements

By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, ; or (d) undertake all of the above actions.. In addition, you hereby consent to us:

  • sending you emails relating to the Program from time to time.
  • monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Partner Site) in accordance with the Privacy Notice; and
  • monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

 

  1. Use of Trademarks and Copyrights

The Company may license the use of its trademarks to affiliates, subject to the limitations herein and subject to the limitations in any licensing agreement.

Affiliates may not use any of the Company’s trademarks or any derivatives of its marks or confusingly similar variations of its marks in any marketing or promotional material that they produce other than those marks and Independent Affiliate logos. The misuse of Company trademarks may result in disciplinary action as deemed appropriate by the Company, including but not limited to legal action.

Affiliates shall not register or attempt to register or reserve any of the Company’s trademarks or trade names, or any derivatives of such trademarks or trade names (collectively “Marks”) for any Internet domain name, URL, subdomain name, email address, or social media handle, address, or name (collectively “Web ID”). If an Affiliate does register any of the Company’s Marks in such a fashion, the Affiliate agrees and hereby acknowledges that the Company owns, and shall continue to own, all rights in and to the Company’s Marks and that the Affiliate will discontinue using the Web ID upon demand from the Company. The Affiliate further agrees to immediately re-assign to the Company any Web ID that the Affiliate has registered or reserved in violation of this policy at no charge to the Company. The provisions of this Section survive the termination of the Contract.

The Company, in its sole discretion, will determine whether a derivative or variation of its Marks is confusingly similar to the Company’s Marks. If the Company determines that a term or word used by an Affiliate is a derivative or variation of a Company Mark, the Affiliate shall transfer the Web ID to the Company pursuant to the preceding policy.

 

  1. Intellectual Property.

Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership, or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

 

  1. Sales of Affiliate Produced Materials

If you create any sales tools or marketing materials with the company logo that are approved by the Company, you may provide them to other Affiliates free of charge. However, you may not sell the materials, charge any fee, or request a “donation” to any other Affiliate to use or access the materials. In addition, you may not sell or charge any fee or request a “donation” from any other Affiliate for any accessories or other products associated with your ERSC business that include the company logo such as, but not limited to, soap holders, t-shirts, etc.

 

  1. Relationship of Parties

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be an agent of Company in any respect.

 

  1. Order Processing

The company will process orders placed by customers who follow the Links from Affiliate’s Web site to the elkriversoapcompany.com web site. We reserve the right, in our sole discretion, to reject orders that do not comply with requirements established from time to time. All aspects of order processing and fulfillment, including order entry, customer service, cancellations, returns and payment processing will be Company’s responsibility.

 

  1. Opportunity and Responsibility

All Affiliates have the opportunity to sponsor other individuals into their teams.

Recruiting is not a requirement to be compensated for personal sales.

Any individual who wants to enroll with you in ERSC must enroll on your ERSC Independent Affiliate Personal link.

You have the responsibility to provide support to any Affiliate you personally sponsor. If at any time the Company determines that you are not supportive of your downline, your downline will be removed.

Elk River Soap Company does not encourage or support the practice of enticing representatives from other companies to join ERSC and as an ERSC Affiliate you shall refrain from such activity.

If a representative from another company contacts you, or in your normal course of business you meet a representative from another company that desires to join ERSC, it is acceptable to offer them the opportunity to join. It is, however, a violation of the Policies for any ERSC Affiliate to entice someone to leave a company with which they are currently enrolled through negative or deceptive practices, or to target representatives from any specific company for the purpose of enticing them and/or other team members to join ERSC.

ERSC Affiliates cannot promote anything other than the Company’s Recruiting Opportunity to potential new recruits to join ERSC.

ERSC Affiliates shall not encourage other ERSC affiliates to join them in any other direct sales business opportunity. This is grounds for immediate termination.

 

  1. Changing Sponsor

While an Active Affiliate, you may not change your personal sponsor.

If your sponsor is canceled for any reason, you will be moved up to the next Active upline affiliate who then becomes your personal sponsor.

If any Affiliate leaves the company and decides to return with in 6 months, they will return under their original sponsor. After 6 months the affiliate may return under any sponsor. If your original upline is no longer active, you will roll up to the next active upline.

 

  1. Maintaining Active Status

In order for an affiliate to remain active, he/she must have $30 in personal sales each quarter.

  • January, February, and March (Q1)
  • April, May, and June (Q2)
  • July, August, and September (Q3)
  • October, November, and December (Q4)

Your account activity will start being monitored the quarter after you have joined the affiliate program (e.g., If you joined in February (Q1) the first time your account will be monitored for activity will be Quarter 2 or Q2).

If at any time your account is inactive you are subject to removal from the Affiliate Program.  Any downline affiliates that you may have will roll up to the next active upline. 

If you are removed from the Affiliate Program for having an inactive account, your account may not be reinstated for a period of ninety (90) calendar days.  After 90 days, if you would like to reinstate your account you must complete a new affiliate application on the website.

 

  1. Commissions

In consideration of Affiliate’s display of the Promotional Materials and compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) as set forth in this section on all qualifying purchases.

Commission will be paid to Affiliate in the amount of 25% per qualifying purchase (not including discounts, tax, or shipping) for products listed on Company’s website if the customer’s initial order is tracked as originating from Affiliate’s Link from the time of the Link to the time of the sale (the “initial sale”). You are paid on your personal sales and the qualified sales of Affiliates in your downline. You are never paid for recruiting another Affiliate.

 

Affiliates are also eligible for commission bonuses each month.

BONUS: additional 3% If sales total $150.01 - $300 in the current month. This means that your commission will be 28% for the remainder of the month. This is not retroactive back to orders prior to meeting the threshold.

BONUS: additional 2%. If sales total $300.01+ in the current month. This means that your commission will be 30% for the remainder of the month. This is not retroactive back to orders prior to meeting the threshold.

Commission will be paid at 5% per sale for any sale made by the Affiliate's downline under the downline’s link that is considered a qualifying purchase.

Commission will no longer be paid for the purchase of gift certificates. Starting September 1, 2023 commission will be paid on gift certificates during the checkout process for any gift certificate issued after September 1, 2023. Gift certificates issued prior to September 1, 2023 will not earn commission during the payment process and the commission on these orders will be adjusted accordingly. 

 

A “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Elk River Soap Company website; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to the Elk River Soap Company website and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Elk River Soap Company website that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:

  • any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Elk River Soap Company website;
  • any Product purchase that is not correctly tracked or reported because the links from your site to the Elk River Soap Company website that are not properly formatted;
  • any Product purchased after termination of this Operating Agreement;
  • any Product order where a cancellation, return, or refund has been initiated; and
  • any Product purchased by a customer who is referred to the Elk River Soap Company website through any of the following:
  • a Prohibited Paid Search Placement;
  • any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Elk River Soap Company website via your Special Links).
  • any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.
  • Pay-Per-Click advertising is strictly prohibited.
  • any Qualifying purchase wherein the affiliate has posted links or their coupon code on "coupon website" are strictly prohibited. For definition of a coupon website see below
  • Posting coupon offers on your website with "reveal the coupon code" or similar phrase that stimulates visitor to click to reveal a coupon code and go to the Partner's site is prohibited.
  • the mobile application of the Partner Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
  • the mobile application of the Partner Site is installed through a maintenance release or firmware update or firmware-based notifications sent by the OEM or the notification partner; or
  • the mobile application of the Partner Site is installed from a source other than Google Play store or iOS App Store

"Coupon Website"

Whether your website is considered a “coupon website” shall be determined by Elk River Soap Company in its sole discretion. Factors that may lead to classification as "Coupon Website" include, but are not limited

  1. the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory;
  2. the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals" or "savings";
  3. a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human- generated content.

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Elk River Soap Company” or any other trademark of Elk River Soap Company, or its affiliates, or variations or misspellings of any of those words (e.g., "elkriversoapp"). “Redirecting Link” means a link that sends users indirectly to the Partner Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

 

  1. Commission Payments

In order to receive commission payouts, you must first complete the W9 section under settings in your Affiliate Dashboard. If this is not completed with accurate information, commissions will not be paid out. 

Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of the order date. Affiliate shall immediately inform Elk River Soap Company of any suspected problems in the tracking code immediately. If commission is paid out in error to any affiliate, the company will request the commission to be returned by the affiliate.

Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”) if payable by check. If commission is paid by PayPal it will be paid weekly. The accrual week will be Sunday through Saturday and will pay the following Monday. All commission must be at least $10 before it will be paid to the Affiliate.

You are responsible to keep information current with both Elk River Soap Company and Paypal. Commissions will be late, missed, or delayed due to missing information or accounts not properly set up. All information must be provided in its complete form at your initiation. No late payment will be expedited if this is the case. Returned Commission payments will be added to the following month’s Commission.

In the event that the Affiliate materially breaches this Agreement and Company terminates this Agreement due to such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

In the event that the Affiliate or company ends the affiliate’s contract for any other reason than breeching this agreement the company will pay out any accrued and payable commissions owed to the affiliate that are above the minimum payout amount.

We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).

 

  1. Affiliate’s Representations and Warranties

Affiliate represents and warrants the following:

Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. Affiliate must be 18 years of age to legally enter into this agreement.

Affiliate’s website does not contain any materials that are:

  • Sexually explicit, obscene, or pornographic (whether in text or graphics),
  • Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  • Graphically violent, including any violent video game images; or
  • Solicitous of any unlawful behavior

Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

Affiliate will not use the Promotional Materials in any manner other than to promote Elk River Soap Company products.

Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.

Affiliate will not engage in the distribution of any unsolicited bulk emails or messages or participate in spamming via social media in any way identifying or referencing Company or Company’s website. Company has the right, in its sole discretion, to monitor Affiliate’s Web site to determine if it is in compliance with the terms of this Agreement.

Affiliate will be professional, courteous, and considerate at all times when representing Elk River Soap Company, when contacting ERSC directly, and also while working with other ERSC Affiliates.

Distributor will not, for any reason, act as a spokesperson for ERSC or in the name of its products, and/or programs, in any way to any media or publication without prior written approval from ERSC.

 

  1. Approved Advertising:

Personal Branding: The Company’s name, logos, and product names are trademarks and trade names belonging to the Company. Affiliates must not use the Company’s trademarks or trade names in any marketing material that they create with the exception of those marks and images that are approved for Consultant use and posted in Elk River Soap Company Affiliates Group on Facebook. The misuse or infringement of Company trademarks may result in disciplinary action as deemed appropriate by the Company, including but not limited to legal action.

Business Cards

  • If you choose to use business cards, you must put your title as Independent Affiliate

Telephone or Web Listings

  • When posting your business in any telephone book or web listing you must use the following format:
  • Your name or entity name
  • Elk River Soap Company Independent Affiliate
  • You must not imply or use any language that would lead a person to think you are the ERSC Corporate presence or an employee of ERSC.
  • Phone, Internet access, and all contracts must be put in your name and not in Elk River Soap Company’s name.

All Consultants must comply with federal/state/local solicitation laws.

Online Marketing – While we do not have a restriction on other companies that you can sell for, we do not allow for cross advertising. Affiliates must only advertise ERSC alone. Products or the enrollment opportunity must not be posted with any other company.

Affiliates may create a social media page or group. However, you must not use the name Elk River Soap Company alone. You must indicate that you are an independent affiliate. Example - Elk River Soap Company with Jane.

Affiliate shall not post their personal Elk River Soap Company web link or any domain that routes to their personal web link in any social media post. You may post the link in the comments or via private message. Elk River Soap Company finds it acceptable to post your personal web link in the about section of your business page or in the about section of your private group. Due to the severity of this issue and the effect it has on the livelihood of the business and other affiliates, not cooperating with this is grounds for termination.

Digital Spamming- You are not allowed to transmit mass, unsolicited emails, or private messages via social media to promote Elk River Soap Company to people who do not know you or have not given permission to contact them. Any customer who has chosen to “opt in” as a subscriber or who has initiated a request to be included in bulk emails or a newsletter is approved. Please use a reputable service when contacting any customers via mass email.

Any comments you make on blogs forums, guest books, etc. must be unique, informative, and relevant.

 

  1. Policies and Pricing

Customers who buy products through this Program are customers of Elk River Soap Company with respect to all activities they undertake in connection with the Elk River Soap Company. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Elk River Soap Company Website will apply to those customers, and the same may be changed at any time.

 

  1. Indemnification

Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of this Agreement, including Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

 

  1. Confidentiality

Any information that Affiliate obtains by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not use or disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

 

  1. Non-Exclusive

This is a non-exclusive agreement. Either party may enter into similar agreements with other parties.

 

  1. Taxes

The company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate. The company will provide a 1099 form to the Affiliate if commissions over $600 are paid per calendar year and the payout is made via check. If the commission payouts are paid via Paypal, Venmo, or another third-party company, 1099 forms will be issued by the third-party company.

 

  1. Term and Termination

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Elk River Soap Company Marks and promptly remove from your site and delete or otherwise destroy all links to the Partner Site, all Elk River Soap Company Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

 

  1. Modification

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Elk River Soap Company Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Affiliate Program Advertising Fee Schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

 

  1. Relationship of Parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

 

  1. Governing law and Disputes

This Operating Agreement will be governed by the laws of the state of Missouri, without regard to the principle of conflict of laws. The courts in the state of Missouri shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.

Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.