Organic Folks Affiliate Program
Terms and Conditions
- 1.1 “Account Balance” means the accumulated and unpaid Commission Fees due and payable to Affiliate.
- 1.2 “Affiliate
Media” means all advertising media, including but not limited to
websites, applications and newsletters, Affiliate networks' sub
affiliates, their owned and brokered media registered to the Program by
the Affiliate and approved by Organic Folks.
- 1.3 “Affiliate Links”
means advertising materials made available by Organic Folks to Affiliate
via the Program, including graphics, artwork, text, files, URLs and
- 1.4 “Confirmed Budget” means an estimated
value of marketing spend that is agreed between Organic Folks and the
Affiliate on a monthly basis via email communication or otherwise as
agreed in writing between the Parties.
- 1.5 “Completed Purchase”
means a completion of an approved sale and/or purchase transaction of a
Product between a Buyer and a Seller on the Platform in accordance with
accessing the Platform via Affiliate Links placed on Affiliate Media and
- a). is not a computer-generated user, such as a
robot, spider, computer script or other automated, artificial or
fraudulent method to appear like an individual, real life person;
- b). is not using pre-populated fields;
- c). completes all of the information required for the Completed Purchase within the time period allowed by Organic Folks, and;
- d). is not later determined by Organic Folks to be fraudulent, incomplete, unqualified or a duplicate.
- 1.6 “Net
Completed Purchase Value” means the monthly total net value of the
Completed Purchases generated through Affiliate Links placed on
Affiliate Media, calculated as the total value of Completed Purchases in
a calendar month excluding any discounts, shipping fees, voucher fees,
and other rebates such as Organic Folks Coins.
- 1.7 “Platform” means
any platform operated by Organic Folks, which includes the Organic Folks
mobile applications available on the Apple App Store or Google Play and
the Organic Folks websites.
- 1.8 “Product” means any item listed or service offered on Platform by Sellers for sale to Buyers.
- 1.9 “Prohibited Content” means any content or term that:
- a). Promotes
or is related to illegal activities (illegal drugs, phishing,
terrorism, criminal activities, contests, pyramid schemes, or chain
- b). Promotes or is related to tobacco, gambling, or weapons.
- c). Is related to pornographic or obscene material.
- d). Is related to excessively graphic or explicit violence.
- e). Is defamatory, inappropriate, or profane.
- f). Is
discriminatory or constitutes “hate speech”, whether directed at an
individual or a group, and whether based upon the race, sex, creed,
national origin, religious affiliation, sexual orientation, or language
of such individual or group.
- g). Promotes or contains viruses,
worms, corrupted files, malware, cracks, or other materials that are
intended to or may damage or render inoperable software, hardware, or
- 1.10 “Term” has the meaning set forth in Section 7.1.
- 1.11 “Terms
additional guidelines required or updated by Organic Folks from time to
- 1.12 “Service Provider” means a third-party service provider
who provides the platforms, services or software used by Organic Folks
to offer the Organic Folks Affiliate Program and perform its obligations
under this Agreement.
- 1.13“User” means any registered valid user of
the Platform, which includes both buyers (“Buyers”) and sellers
(“Sellers”) on the Platform.
2. PARTICIPATION REQUIREMENTS
- 2.1 Registration
Information. Affiliate shall provide any information requested by
Organic Folks and shall ensure such information is true, accurate and
complete, for the purpose of registration for the Program. Any false or
inaccurate information submitted to Organic Folks shall be deemed as
grounds for termination of the Agreement. Organic Folks may accept or
reject Affiliate’s applications at its sole discretion and for any
- 2.2 Limited License. If Affiliate is accepted into the
Program, Organic Folks grants to Affiliate for the duration of this
Agreement a non-exclusive, non-transferrable and revocable right to
display the Affiliate Links on its Affiliate Media at its own cost, for
the sole purposes of Affiliate’s participation in the Program. Affiliate
shall not, without the prior written consent of Organic Folks, alter or
modify or create derivative works of the Affiliate Links or any of
Organic Folks’s intellectual property. Except as expressly set forth in
this Agreement, nothing in this Agreement is intended to grant Affiliate
any rights to use any of Organic Folks’s intellectual property.
- 2.3 Eligibility.
Affiliate Media must be publically available via the information
provided in Affiliate’s application to join the Program. Affiliate shall
not be eligible to participate, and Organic Folks may terminate
Affiliate’s participation, in the Program if its Affiliate Media
contains any of the Prohibited Content or other content that Organic
Folks deems inappropriate.
- 2.4 Compliance with Service Provider
Terms. Affiliate agrees to comply with any additional terms of service
that may be imposed on Affiliate by Organic Folks’s Service Providers at
all times during Affiliate’s participation in the Program as if it were
a party to such terms of service itself. In the event of any conflict
between such additional terms of service and these Terms and Conditions,
these Terms and Conditions shall prevail.
3. COMMISSION FEE AND PAYMENT TERMS
- 3.1 Commission
Rate. The fees payable by Organic Folks to Affiliate in a given month
(the “Commission Fee”) shall be calculated in accordance with the rates
stated on the Platform website or as separately agreed between Affiliate
and Organic Folks in writing (such rate, the “Commission Rate”).
- 3.2 Calculation
of Commission Fee. The Commission Fees for a given month shall be
calculated to be (a) the Confirmed Budget; or (b) the Net Completed
Purchase Value multiplied by the Commission Rate, whichever is the
lower. All Commission Fees paid to, and received by, Affiliates are
inclusive of all value-added taxes.
- 3.3 Minimum Payout.
- a). The Commission Fees payable to Affiliate shall be added to the Affiliate’s Account Balance on a monthly basis.
- b). Organic
Folks shall pay Affiliate the Account Balance monthly, provided that
the Account Balance as of the date of payment meets a minimum of $100
SGD (the “Minimum Payout”).
- c). If Affiliate’s Account Balance is
below the Minimum Payout in a given payment period, Organic Folks
reserves the right to withhold such amounts due to Affiliate until such
payment period where Affiliate’s Account Balance has met the Minimum
- 3.4 Invoicing. Pursuant to Section 3.3, Organic Folks
shall generate a monthly invoice for the Commission Fees payable and
shall pay Affiliate based on such invoice within forty-five (45) days of
such invoice. Unless otherwise agreed by Organic Folks, the amounts in
such invoice shall be deemed final.
- 3.5 Taxes. Each party will pay
all taxes that it owes under this Agreement. If applicable law requires
Organic Folks to withhold any taxes from the amounts due to Affiliate,
Organic Folks will withhold the required amount and provide Affiliate
with a receipt or other documentation evidencing the withholding tax
- 3.6 Chargebacks. Organic Folks shall not make commission
payouts on, and reserves the right to set-off or initiate chargebacks on
transactions that were previously paid out. Such transactions include
but are not limited to:
- a). transactions that do not meet the requirements to be a Completed Purchase;
- b). fraudulent transactions identified manually or by means of a fraudulent order checking process by Organic Folks;
- c). transactions
performed through collusion where the Affiliate is connected to the
Seller or where Affiliate has purchased Products through the Affiliate
- d). cancelled, incomplete, returned or refunded transactions;
- e). transactions made with the intention of reselling the purchased Products; and
- f). transactions performed through Affiliate Links placed on Affiliate Media which contains any Prohibited Content.
4. RESPONSIBILITIES OF AFFILIATE
- 4.1 Business
Conduct. Affiliate may not contractually bind Organic Folks or make any
representations on behalf of Organic Folks. Affiliate will not engage
in any unconscionable, false, deceptive, misleading, or fraudulent
conduct. Affiliate will not advertise substances, services, products, or
materials that violate applicable laws. Organic Folks shall have the
absolute discretion and authority to make any request for any removal of
any content, material, or other media placed or displayed by the
Affiliate under its performance of this Agreement and Affiliate shall
act upon Organic Folks’s request immediately.
- 4.2 Compliance with
and the placement of Affiliate Links complies with all applicable laws
in jurisdictions in which Affiliate is located or provides goods and
specifications required by Organic Folks (including content limitations,
technical specifications, privacy requirements, user experience
requirements, and requirements regarding Organic Folks’s public image).
- 4.3 Prohibited Actions. Affiliate will not, and will not allow any third party to do the following:
- a). use advertising e-mails to promote Organic Folks without Organic Folks’s prior written consent;
- b). use robots or other automated query tools, computer generated search requests;
- c). fraudulent
use of search engine optimization services to generate or conceal
impressions, inquiries, clicks, or conversions that are fraudulent or
- d). drive or utilise any SEM keywords and other
keyword-based advertising traffic using the Organic Folks brand or
private labels to Organic Folks’s Platform (in other words, "Organic
Folks" and other similar words which could be misleading as Organic
Folks must be entered as a negative keyword) without Organic Folks’s
prior written consent;
- e). use any automated means or form of
scraping, or other data extraction methods to access, query, collect, or
use Organic Folks intellectual property, including logo, key visuals,
creative materials and other Confidential Information from the Platform
- f). apply Affiliate Links on Affiliate Media that contains Prohibited Content, or in torrent or streaming sites;
- g). advertise Affiliate Media through any of Organic Folks’s social media channels; or
- h). (where Affiliate is an affiliate network) re-brokering to another affiliate network as their sub-affiliate.
- 4.4 Cookies.
The Affiliate shall warrant that it will set cookies only if the
Affiliate Links are visible on Affiliate Media and the user clicks
voluntarily and consciously. The use of layers, add-ons, iFrames,
pop-up, pop-under, site-under, advertisements which automatically
redirect the user to the Platform without the user’s engagement or
action (e.g. click, touch), cookie dropping, postview technology,
misleading advertisements that result in misleading clicks, shall not be
permitted and are strictly prohibited. Advertisements that result in
forced installations (which includes initiating downloads/redirects
without a user’s permission) of the Organic Folks application are
5. RESPONSIBILITIES AND RIGHTS OF ORGANIC FOLKS
- 5.1 Platform. Organic
Folks will operate and maintain the Platform. No changes relating to
the features or functionalities of the Platform will affect the validity
and enforceability of this Agreement.
- 5.2 Right to Cancel, Reject,
or Remove. Organic Folks reserves the right to review any Affiliate
Media and any related documentation submitted by Affiliate. If, in
Organic Folks’s sole judgment: (a) any Affiliate or Affiliate Media
encourages violation of any applicable laws; (c) Affiliate breaches its
obligations under this Agreement; (d) Organic Folks believes that any
Affiliate Media may subject Organic Folks to criminal, civil, or
administrative liability; or (e) any Affiliate Media constitutes or
contains Prohibited Content, Organic Folks may take one or more of the
- a). request that the Affiliate Links and/or Affiliate Media be removed or taken down immediately;
- b). require Affiliate to cure its violation, non-compliance, or breach within a specified period of time;
- c). for
each violation, impose a fine or Chargeback on Affiliate as liquidated
damage, which fine or Chargeback will not relieve Affiliate from its
liabilities if Organic Folks’s losses exceed such amount; or
- d). terminate this Agreement.
- 5.3 Changes
Organic Folks’s discretion, update, amend, or modify these Terms and
Organic Folks will make reasonable efforts to notify Affiliate of the
updates, amendments, or modifications, including by publishing the
website], by email, or by instant message. Affiliate will check the
Platform periodically for such updates and notices. The modified Terms
continuing to use the Affiliate Links, Affiliate agrees to be bound by
If Affiliate does not agree to be bound by the updated, amended, or
terminate this Agreement pursuant to Section 7.
6. CONFIDENTIAL INFORMATION
- 6.1 “Confidential
Information” means: (a) any proprietary information of a party to this
Agreement disclosed by one party to the other that is in written,
graphic, machine readable, or other tangible form and is marked
“Confidential” or “Proprietary” or in some other manner to indicate its
confidential nature; (b) the Organic Folks materials and all other
non-public marketing or technical information, even if not marked as
confidential; and (c) all information collected or developed by Organic
Folks regarding its Users. Confidential Information also includes oral
disclosures if that information would reasonably be understood to be
confidential from the context of disclosure.
- 6.2 Exceptions. Confidential
Information will not include any information that: (a) was publicly
known and made generally available before the time of disclosure by the
disclosing party; (b) becomes publicly known and made generally
available after disclosure by the disclosing party to the receiving
party through no action or inaction of the receiving party; (c) is
already in the lawful possession of the receiving party at the time of
disclosure; (d) is obtained by the receiving party from a third party
without a breach of that third party’s obligations of confidentiality;
(e) is independently developed by the receiving party without use of or
reference to the disclosing party’s Confidential Information; or (f) is
disclosed by the receiving party pursuant to the disclosing party’s
prior written approval.
- 6.3 Non-Use and Non-Disclosure. Each party
will: (a) treat as confidential all Confidential Information of the
other party; (b) not disclose that Confidential Information to any third
party, except on a “need to know” basis to third parties that have
signed a non-disclosure agreement containing provisions substantially as
protective as the terms of this Section and such party has obtained the
written consent to that disclosure from the party that provided the
Confidential Information; and (c) not use that Confidential Information
except in connection with performing its obligations or exercising its
rights under this Agreement. Each party is permitted to disclose the
other party’s Confidential Information if required by law so long as the
other party is given prompt written notice of that requirement before
disclosure and assistance in obtaining an order protecting that
information from public disclosure.
7. TERM AND TERMINATION
- 7.1 Term. This
Agreement takes effect on the date that Organic Folks approves
Affiliate’s application to join the Affiliate Program and continues to
be in effect until terminated in accordance with Section 7.2 or 7.3 (the
- 7.2 Termination by Organic Folks. Organic Folks may
unilaterally terminate this Agreement at its sole discretion and for any
reason which Organic Folks deems appropriate with seven (7) days’ prior
notice and disabling the Affiliate Links. Organic Folks may terminate
this Agreement immediately and without any prior notice if Affiliate
breaches its obligations under this Agreement.
- 7.3 Termination for Cause. This Agreement will terminate immediately upon:
- a). either
party’s dissolution or ceasing to do business, or the institution by or
against either party of insolvency, receivership, or bankruptcy
proceedings or any other proceedings for the settlement of either
party’s debts; or
- b). the occurrence of an event of Force Majeure (as defined in Section 11.4) that continues for more than 30 days.
- 7.4 Effect
of Termination. Upon termination of this Agreement for any reason,
Affiliate shall immediately cease all use of Organic Folks’s Affiliate
Links, and will cease representing itself as an Organic Folks Affiliate.
- 7.5 Termination
due to Affiliate’s breach. If this Agreement is terminated due to
Affiliate’s breach of its obligations in accordance with Sections 5.2
and 7.3, all amounts payable to Affiliate by Organic Folks may be
forfeited as liquidated damages without prejudice to Organic Folks’s
recourse for other rights or remedies available under applicable laws.
- 7.6 Survival. The
following provisions will survive the termination or expiration of this
Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions
that, by their nature, are intended to survive. All liabilities that
accrued before the termination or expiration will survive the
termination or expiration of this Agreement.
8. REPRESENTATIONS AND WARRANTIES
- 8.1 Mutual
Representations and Warranties. Each party represents and warrants
that: (a) it is duly organised, validly existing, and in good standing
in the jurisdiction it is formed; (b) its execution and delivery of this
Agreement has been duly and validly authorised; (c) this Agreement
constitutes a valid, binding, and enforceable obligation upon its
execution; and (d) it will comply with all applicable laws in performing
under this Agreement.
- 8.2 Representations and Warranties by Affiliate. Affiliate represents and warrants that
- a). the
execution, delivery, and performance of this Agreement will not be in
conflict with or constitute a default under the terms of any agreement,
instrument, judgment, decree, or any order, statute, rule, or
governmental regulation applicable to Affiliate;
- b). all information
provided by Affiliate to Organic Folks is complete, true, accurate and
current, and that Affiliate has the right to conduct its business,
including offering its products or services;
- c). no Affiliate Media
contains (i) any information that violates or encourages violation of
any applicable law; (ii) fraudulent or deceptive information or
incentives; (iii) virus, malware, spyware, Trojan, phishing, or other
malicious code that could breach or circumvent any Platform security
measure; (iv) information marketing or promoting fake or counterfeit
goods or illegal businesses (including apps or software that contain
hidden charges); (v) any material that infringes any rights of any third
party; or (vi) material that may be harmful, abusive, pornographic or
obscene, threatening, or defamatory.
- 9.1 Indemnification
by Affiliate. Affiliate will indemnify, defend, and hold harmless
Organic Folks and its affiliates and their directors, officers, and
employees from and against all claims, actions, losses, damages,
liabilities, costs, and expenses, including attorneys’ fees and other
legal expenses, arising directly or indirectly from or in connection
with: (a) any breach by Affiliate of this Agreement; (b) any failure of
Affiliate to perform its obligations under this Agreement in compliance
with all applicable laws; (c) any violation of any rights of any third
party related to Affiliate Media; or (d) Affiliate’s fraud, negligence
or wilful misconduct.
- 9.2 Procedure. Organic Folks will promptly
notify Affiliate of any claim that is subject to Section 9.1, and will
permit Affiliate to assume and control the defense of that
claim. Organic Folks will, however, have the right to employ separate
counsel and participate in the defense of claims at the Affiliate’s sole
cost. Affiliate will have the sole authority to defend, compromise,
settle, or otherwise dispose of a claim, but it will not agree to any
disposition or settlement of a claim that admits liability or imposes
duties of performance or payment on Organic Folks without Organic
Folks’s prior written consent. If the parties agree to settle a claim,
Affiliate will not publicise the settlement without first obtaining
Organic Folks’s written permission.
10. LIMITATION OF LIABILITY
- 10.1 Disclaimer
of Warranties. ALL ORGANIC FOLKS MATERIALS AND AFFILIATE LINKS ARE
PROVIDED “AS IS.” AFFILIATE ACKNOWLEDGES AND AGREES THAT ORGANIC FOLKS
WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY
OR PROCEDURE. ORGANIC FOLKS DOES NOT WARRANT THAT THE ORGANIC FOLKS
MATERIALS OR AFFILIATE LINKS PROVIDED WILL BE AVAILABLE, ACCESSIBLE,
UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS,
IF ANY, WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME
AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE
LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME
BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
- 10.2 Disclaimer
of Consequential Damages. ORGANIC FOLKS WILL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO AFFILIATE FOR CONSEQUENTIAL, INCIDENTAL,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE
TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING LOST PROFITS
OR LOSS OF BUSINESS.
- 10.3 Cap on Liability. UNDER NO CIRCUMSTANCES
WILL ORGANIC FOLKS’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR
RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE
FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON
CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY
ORGANIC FOLKS TO AFFILIATE UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD
PRECEDING THAT CLAIM.
- 10.4 Independent Allocations of Risk. EACH
PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY
OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT
BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND
EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR
- 11.1 Subcontractors. Organic
Folks may exercise its rights under this Agreement via its affiliates
and subcontractors (including its Service Providers). Organic Folks will
be responsible for the compliance of those affiliates and
subcontractors with the terms of this Agreement.
- 11.2 Independent
Contractor. This Agreement will not be construed as creating a
partnership, joint venture, or agency relationship or as granting a
franchise. The parties are independent contractors in the performance
of this Agreement. Neither party is authorised to bind the other party
to any liability or obligation or to represent that it has any authority
to do so.
- 11.3 Press Release. Except as expressly set forth in this
Agreement or as required by the laws of any jurisdiction, neither party
will make any public announcement or press release regarding the
cooperation contemplated by this Agreement without the prior consent of
the other party. Any party required by law to make a public
announcement regarding any matter related to the cooperation
contemplated by this Agreement will solicit from and consider in good
faith the other party’s feedback on the content of that public
- 11.4 Force Majeure. Neither party will be liable to
the other party for any failure or delay in fulfilling an obligation
(other than the financial obligations) under this Agreement if that
failure or delay is attributable to circumstances beyond its control,
including any fire, power failure, labour dispute, war, civil dispute,
or government action (including any new law or regulation) or inaction
(“Force Majeure”). The deadline for fulfilling the obligation in
question will be extended for a period equal to that of the continuance
of the Force Majeure event.
- 11.5 Governing Law and Resolution of
Disputes. This Agreement shall be governed by and construed under the
laws of Singapore. In the event of any dispute, controversy, claim or
difference of any kind whatsoever arising between the parties in
connection with this Agreement, including the breach, termination or
validity of this Agreement, or in connection with the determination of
any matters which are subject to objective determination pursuant to
this Agreement (“Dispute”), which Dispute has been subject of a written
notice by one party to the other (“Dispute Notice”), the parties shall
attempt, for a period of thirty (30) days after the receipt by one (1)
party of a Dispute Notice from the other party of the existence of a
Dispute, to settle such Dispute in the first instance by mutual
discussions between the senior management of each of the parties. If the
Dispute cannot be settled by mutual discussions within the thirty (30)
day period, it shall be referred to and finally resolved by arbitration
administered by the Singapore International Arbitration Centre in
Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre (“SIAC Rules”) for the time being in
force, which rules are deemed to be incorporated by reference in this
clause. There will be three (3) arbitrators and the language of the
arbitration shall be English.
- 11.6 Notices. All notices under the
terms of this Agreement will be deemed given as of the day they are
received either by overnight courier, email, postage prepaid certified
or registered mail, or facsimile, and addressed either to Organic Folks
or Affiliate at their respective addresses.
- 11.7 Assignment. Affiliate
may not voluntarily, involuntarily, or by operation of law assign any
of its rights or delegate any of its obligations under this Agreement
(in whole or in part), including by direct or indirect change of
control, merger (whether or not Affiliate is the surviving entity), or
operation of law, without Organic Folks’s prior written consent, which
Organic Folks may withhold in its sole and absolute discretion. Any
direct or indirect change of control of equity ownership or management
or control of Affiliate, whether or not Affiliate survives as an entity,
will be deemed an assignment and delegation of this Agreement that
requires Organic Folks’s prior written consent. An assignment by
Affiliate will not relieve Affiliate of its obligations under this
Agreement unless Organic Folks expressly states otherwise in its written
consent. Organic Folks will not release Affiliate of its liability
under this Agreement unless Organic Folks expressly states otherwise in
its written consent. Organic Folks may voluntarily, involuntarily, or by
operation of law assign any of its rights or delegate any of its
obligations under this Agreement (in whole or in part) without
Affiliate’s consent. Any purported assignment or delegation in
violation of this Section 11.7 will be null and void. Subject to this
Section 11.7, this Agreement will bind and inure to the benefit of each
party’s respective permitted successors and permitted assigns.
- 11.8 Waiver. Any
waiver of the provisions of this Agreement or of a party’s rights or
remedies under this Agreement must be in writing provided in accordance
with Section 11.6 to be effective. Failure, neglect, or delay by a party
to enforce the provisions of this Agreement or its rights or remedies
at any time will not be construed as a waiver of the party’s rights
under this Agreement and will not in any way affect the validity of the
whole or any part of this Agreement or prejudice the party’s right to
take subsequent action. Exercise or enforcement by either party of any
right or remedy under this Agreement will not preclude the enforcement
by the party of any other right or remedy under this Agreement or that
the party is entitled by law to enforce.
- 11.9 Severability. If any
term, condition, or provision in this Agreement is found to be invalid,
unlawful, or unenforceable to any extent, the parties will endeavour in
good faith to agree to amendments that will preserve, as far as
possible, the intentions expressed in this Agreement. If the parties
fail to agree on an amendment, the invalid term, condition, or provision
will be severed from the remaining terms, conditions, and provisions of
this Agreement, which will continue to be valid and enforceable to the
fullest extent permitted by law, and the tribunal will preserve, as far
as possible, the original intention of the parties with respect to the
severed term, condition, or provision.
- 11.10 Remedies Cumulative. No
single or partial exercise of any right or remedy will preclude any
other or further exercise of any other right or remedy. Rights and
remedies provided in this Agreement are cumulative and not exclusive of
any right or remedy provided at law or in equity.
- 11.11 Confidentiality
of Agreement. Affiliate will not disclose any terms of this Agreement
to any third party without Organic Folks’s prior written consent, except
as required by applicable law.
- 11.12 Counterparts. This Agreement may
be executed in counterparts, each of which will be deemed to be an
original and together will constitute one and the same agreement.
- 11.13 Language. If this Agreement is executed in more than one language, then only the English version is binding on the parties.
- 11.14 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.
- 11.15 Integration. These
Terms and Conditions constitute the entire agreement of the parties
with respect to the subject matter of this Agreement and supersede all
previous communications, representations, understandings, and
agreements, either oral or written, between the parties with respect to
that subject matter. No terms, provisions, or conditions of any purchase
order, acknowledgement, or other business form that either party may
use in connection with the transactions contemplated by this Agreement
will have any effect on the rights, duties, or obligations of the
parties under, or otherwise modify, this Agreement, regardless of any
failure of a receiving party to object to these terms, provisions, or