ShopRaise terms and conditions

“Marketing Property” means the any website, social media accounts, apps or other areas managed or controlled by the Publisher and approved by ShopRaise for the purpose of facilitating display and distribution of Qualifying Links for the Affiliate Program

A “Affiliate Link” means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Marketing Properties, or (ii) otherwise causes a web access device to display to its user a “banner,” “button,” text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Marketing Property being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Marketing Property.

A “Qualifying Event” occurs when a person (not you), who is physically located in the United States, clicks-through the Affiliate Link on your Marketing Property to the ShopRaise Site, and successfully completes the terms of the Offer.

“Promotional Materials” means any banner advertisements, button links, text links, and/or other graphic or textual material for display and use on Your Marketing Property

“Publisher”, “You”, “Your” means a person or organization that participates in the Affiliate Program and, through such participation and use of the appropriate Promotional Materials, desires or makes itself available to display, distribute or place Qualifying Links for on approved Marketing Properties for compensation.

“Cause” an organization, cause, or program that uses ShopRaise Services to fundraise or raise money, or that otherwise benefits from the use of any ShopRaise Services or ShopRaise fundraising efforts.

“Offer” Offers are created by ShopRaise and can be reviewed in SahreASale.com affiliate system located on the shareASale.com website and contain information about the payout model and marketing, prices, commission rate and special terms and conditions.

“Affiliate Program” means a marketing arrangement where ShopRaise engages a Publisher to provide leads and or sales for a performance-based commission generated from its referrals.

“ShopRaise Services” means any ShopRaise’s fundraising sites, applications, and services.

This Affiliate Program Agreement (this "Agreement") contains the terms and conditions that apply to your participation in the Affiliate Program.

Please read this Agreement carefully. By submitting an application to participate in the Affiliate Program, or otherwise by participating in the Program, you represent that you have read, fully understand, and agree to the terms of this Agreement with TFP HOLDINGS II LLC d/b/a ShopRaise ("ShopRaise", "we", "us", or "our"). If this Agreement is being entered into on behalf of a legal entity, you also represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to the terms of this Agreement, do not submit an application. By submitting an application, you are deemed to have accepted this Agreement and agreed to be bound by it

This Agreement is made between You and Us and govern Your participation in an Engagement with Us on the affiliate network operated by ShareASale.com Inc. (“Supplier”), including the advertising and commission arrangements between you and Us. Neither Supplier nor any of its corporate affiliates are parties to this Agreement.

Enrollment – This section lays out restrictions for Publishers that are allowed in the Affiliate Program.

To participate in our Affiliate Program, you must first register as a Publisher with Supplier and agree to Supplier’s applicable affiliate terms and conditions (the “Supplier Terms”). You must also must agree to the terms and conditions set forth in this agreement as well as the terms set forth in the Offer. We reserve the right to accept or reject Your application in our sole discretion; however, we encourage You to contact us if You feel we have made an incorrect decision.

After receiving and reviewing your application, we will notify you of your acceptance or rejection into the Affiliate Program. Upon ShopRaise’s written notice to you that we have accepted your application, you will become an approved Publisher.

As a Publisher you will be permitted to advertise ShopRaise Services by displaying your Affiliate Links your Marketing Properties and be eligible to receive such Commissions and other discounts as are offered herein.

Restrictions – this section lays out the restrictions for who will be allowed in the Affiliate Program.

In order to be eligible to participate in the Affiliate Program you must not:

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any third party;
• violate any law or regulation, or otherwise promote any illegal activity;
• be owned or controlled by any person or entity other than you;
• violate any privacy, publicity, or other legal rights of any person or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement;
• contain any content that is threatening, harassing, defamatory, obscene, indecent, abusive, offensive, violent, hateful, inflammatory, harmful to minors, or otherwise objectionable;
• promote or contain nudity, sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
• contain any content that is false, deceptive, or misleading, or that gives the impression that any content, product, or service on any Marketing Property emanates from or is endorsed by ShopRaise or any other person, if this is not the case; or
• Mislead or Misrepresent ShopRaise to customers as to the products or services available on Your Marketing Property or through Your marketing or promotional efforts.
• harm the goodwill or reputation of ShopRaise or its affiliates, or disparage or bring into disrepute ShopRaise or its affiliates, or are otherwise detrimental to the brand, reputation, or image of ShopRaise or its affiliates

Linking to the Affiliate Program

Upon acceptance into the Affiliate Program, Affiliate Links will be made available to You through the ShareASale.com affiliate website. Your acceptance in our Affiliate Program means You agree to abide by the following:

• You will only use the Affiliate Link(s) made available to you by ShopRaise through the ShareASale.com affiliate website, without manipulation;
• You will only use or display the Affiliate Link on the Marketing Properties listed in your affiliate profile on the ShareASale.com affiliate website and approved by ShopRaise;
• You will promptly notify ShopRaise of any material changes to your Marketing Properties. Prior written approval must be obtained from ShopRaise before any Affiliate Links are added;
• You shall not advertise any ShopRaise Services, or use or place your Affiliate Link, on any website, social media account, application, or other property that you do not own or have sufficient rights to use for purposes of this Agreement, including, for instance, Google Product Search, Amazon, eBay or any comparison-shopping engines such as Shopzilla or Pricegabber;
• Your Marketing Properties will not in any way copy, resemble, or mirror the look and feel of the ShopRaise Site. You will also not use any means to create the impression that Your Marketing Property is the ShopRaise Site or any part of the ShopRaise Site including, without limitation, framing the ShopRaise Site in any manner;
• You may not engage in cookie stuffing or include pop-ups, false or misleading links on any Marketing Property. In addition, wherever possible, You will not attempt to mask the referring URL information (i.e. the page from where the click is originating);
• You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain;
• You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site or advertisement;
• You may not create affiliate tracking links that also contain a tracking link for other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Affiliate Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Affiliate Program, You agree not to claim commission or credit from both the Affiliate Program and from our Other Referral Programs for the same user; and
• You shall not, directly or indirectly, use your Affiliate Link to claim commissions for your own purchases on the ShopRaise Site.

Pay per click (“PPC”) guidelines

When participating in any PPC advertising, you must adhere to the following PPC guidelines:

• you must not bid on any trademarks, service marks, names, logos, domains, or other indicia of origin (whether or not registered) (“Marks”) of ShopRaise’s or any other ShopRaise IP (defined below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network;
• You shall not use our Marks in sequence with any other keyword;
• You may not use our Trademarks in Your ad title, ad copy, display name or as the display URL;
• You shall not use Marks belonging to third parties, including Marks of any retailers’ or Causes’, in links or otherwise in connection with our Program, with the exception of the Cause you are supporting;
• If a Cause mark is used, you must display clear labeling explaining that these efforts are to benefit the cause and you do not represent nor are your directly affiliated with the cause.
• You shall not direct link to the ShopRaise Site from any PPC ad or use redirects that yield the same result; and
• If You automate Your PPC campaigns, it is Your responsibility to exclude restricted Trademarks and IP from Your PPC advertising program and we strongly suggest You add these Trademarks and IP as negative keywords. We have a strict no tolerance policy on PPC trademark / IP bidding. If You engage in PPC Trademark / IP bidding that uses restricted Trademarks / IP, we may terminate Your participation in the Affiliate Program immediately.

Coupons, Specials and Deals Guidelines

If You are enrolled in our Affiliate Program and Your Marketing Property promotes coupon codes, specials or deals (collectively known as “Coupons”) You must adhere to our Guidelines as follows:

• You must only advertise Coupons that are provided to you through the Affiliate Program (i.e. that are made available on ShareASale.com or that are displayed on the ShopRaise Site). You also agree that you shall comply with any special requirements or restrictions that may be applicable to particular Coupons. We may immediately terminate this Agreement and remove you from the Program if you post, directly or indirectly, any information about how to work around any such Coupon requirements or restrictions (i.e. first-time customers only). Coupons must be displayed in their entirety with the full offer, valid expiration date and code. Expired Coupons must immediately be removed from all Marketing Properties once the expiration date is reached;
• you shall not use any technology that covers up any Coupon code and/or that generates an affiliate click by revealing the code;
• You shall not give the appearance, or otherwise infer or suggest, that any ongoing offer or deal requires clicking exclusively from one of Your Marketing Properties in order to redeem such an offer or deal.

Social Media Policy

Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

• You ARE allowed to promote Affiliate Links to Your own social media accounts such as Facebook, Twitter, YouTube, etc.
• You ARE allowed to pay to promote Your posts on the social media network. (for example, boosting posts on Facebook)
• You are PROHIBITED from posting Your affiliate link on social media accounts not controlled by You.
• You are PROHIBITED from making false claims or derogatory claims about ShopRaise or the ShopRaise Affiliate Program.

Advertising & Publicity

Upon acceptance into the Program, subject to the terms herein, ShopRaise may make available to you certain banner advertisements, button links, text links, and/or other graphic or textual advertising or marketing materials (“Promotional Materials”) for display and use on your Marketing Properties. In connection with the foregoing, ShopRaise hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use and display any such Promotional Materials on your Marketing Properties solely to promote the ShopRaise Site (and the ShopRaise Services available thereon) in connection with your participation in the Program. In connection with the license granted and otherwise in connection with your participation in the Program:

• Except as permitted under this Agreement, you shall not create, publish, distribute, or print any written, visual, or other materials (including emails) that make reference to any ShopRaise IP without first submitting such materials to ShopRaise and receiving our prior written consent.
• You shall only use the Promotional Materials to promote the ShopRaise Site (and the ShopRaise Services available thereon), and for linking to the ShopRaise Site;.
• You may modify the Promotional Materials as they are provided to you by or on behalf of ShopRaise without prior written consent from ShopRaise, so long as you do no misrepresent, malign or disparage ShopRaise or our products and services.
• You shall not use the Promotional Materials to promote the ShopRaise Site (or the ShopRaise Services available thereon) to persons who are not physically located in the United States
• You shall comply with all applicable laws and regulations, including the CAN-SPAM Act of 2003 (Public Law No. 108-187), with respect to any marketing or advertising activities you engage in under this Agreement or otherwise in connection with any creation and distribution of any Promotional Materials or other advertising or marketing materials; and
• any marketing or advertising emails must be sent by you (or on your behalf) and must not imply that they are being sent by or on behalf of ShopRaise.

The foregoing license shall expire immediately upon the expiration or termination of this Agreement.

Trademark and IP

• Subject to the terms and conditions of this Agreement, including in this Section, ShopRaise hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to, solely in connection with your participation in the Program, and provided you are a Publisher in good standing with our Program: (i) access the ShopRaise Site through your Affiliate Link; and (ii) use and display our Marks solely for the purpose that we provide them or as we otherwise authorize to you in writing, and in any event, solely in connection with your participation in the Program. All uses of our Marks, and all goodwill associated therewith, shall inure solely to the benefit of ShopRaise.
• All right, title, and interest in and to the Program, ShopRaise Sites, ShopRaise Services, ShopRaise’s Marks, our Confidential Information, our Promotional Materials, and any other content, information, or materials ShopRaise may make available to you from time to time, including all intellectual property rights therein (“ShopRaise IP”), are and will remain solely with ShopRaise and, with respect to any third-party materials or content, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to such third-party materials and content. You shall have no right, license, or authorization with respect to any ShopRaise IP or such third-party materials or content except as expressly set forth in this Agreement or the applicable third-party license, in each case subject to the terms and conditions in this Agreement and the applicable third party license. All other rights in and to the ShopRaise IP and such third-party materials or content are expressly reserved by ShopRaise and such third parties, respectively. Without limiting the foregoing, you specifically shall not receive any right, title or interest in or to any ShopRaise Services, including any of ShopRaise’s software applications, or any intellectual property rights therein.
• Subject to the terms and conditions of this Agreement, including in this Section, you hereby grant ShopRaise a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use and display your Marks solely as necessary for us to perform our obligations under this Agreement in connection with your participation in the Program. All uses of your Marks, and all goodwill associated therewith, shall inure solely to your benefit. All right, title, and interest in and to your Marks and your Marketing Properties, including any intellectual property rights therein (collectively, “Publisher Materials”), are and will remain solely with you. Except for the limited rights and licenses granted hereunder, all other rights in and to your Publisher Materials are expressly reserved by you.
• Notwithstanding anything to the contrary herein, both parties reserve the right to, at either party’s sole discretion, reject any use of their respective Marks by notifying the other party in writing.
• Bothp parties agree to: (i) not adopt, use, or attempt to register any Marks confusingly similar to the other party’s Marks; (ii) not challenge the ownership or validity of the other party’s Marks; (iii) not disparage, dilute or adversely affect the validity of the other party’s Marks; and (iv) upon written request, promptly modify or discontinue any use of the other party’s Marks. Without limiting the foregoing, any use of any of our Marks as part of the domain or sub-domain (for example ShopRaise.website.com or www.ShopRaise-coupons.com) for your Marketing Property is strictly prohibited.
• In the event you provide any comments, feedback, or suggestions regarding any ShopRaise IP (“Suggested Improvements”), you acknowledge and agree that any such Suggested Improvements are given entirely voluntarily, and ShopRaise will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Suggested Improvements as we see fit, entirely without obligation to you or restriction of any kind on account of intellectual property rights or otherwise, and we shall not owe any payment of any fees or royalties to you in connection with such Suggested Improvements.

Commissions

Upon acceptance into the Affiliate Program, You will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Qualifying Events. The current rates of Commission shall be set forth in Offers section available on the ShopRaise affiliate program located on the ShareASale.com affiliate website. ShopRaise reserves the right to modify the Offer including the Commission rate from time to time, at its sole discretion. ShopRaise is responsible for authorizing Commission payments and ShareASale.com will be solely responsible for fulfilling and transferring all Commission payments in accordance with the ShareASale.com Agreement. Subject to the terms of the ShareASale.com Agreement, ShopRaise will be entitled to withhold, deduct and set off from any payments to be made to You hereunder any sums owed by You to ShopRaise, whether in connection with this Agreement (including any breach hereof by You) or otherwise.

Reversal and Communication Policy

ShopRaise reserves the right to reverse Commissions due to order cancellations, duplicate tracking, returns, disputed charges, and violations of this Agreement. Additionally, in your communications with ShopRaise and our providers (such as ShareASale.com), you agree that you will always be forthcoming and respond in a timely and honest manner. Without limiting the foregoing, you agree that you will, upon request by ShopRaise, promptly substantiate or validate the source of your traffic to a ShopRaise Site with clear and demonstrable proof.

In the event of a violation, we reserve the right to reverse orders, set your Commission to 0%, suspend you from the Program, or terminate this Agreement and remove you from the Program outright. We know that many violations are a result of automated processes; however, it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program terms and conditions as set forth in this Agreement

Relationship of Parties

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

Term Termination

The term of this Agreement and your participation in the Program shall begin upon our acceptance of you as a Publisher, in accordance with the terms herein, and shall terminate when this Agreement is terminated by either party (or when ShopRaise otherwise terminates the Program). Either you or ShopRaise may terminate this Agreement and your participation in the Program at any time, with or without cause, upon written notice to the other party. Upon termination, all rights and licenses granted to the other party hereunder shall immediately terminate and you shall: (i) use best efforts to immediately remove from your Marketing Properties all Affiliate Links and any references to ShopRaise, any ShopRaise Site, ShopRaise Services, or to any other ShopRaise IP; and (ii) cease any and all use of Promotional Materials (and any other advertising or marketing materials related to this Agreement or your participation in the Program), our Marks, and any other trade or service marks, trade names, or any other items made available by ShopRaise to you through, or used in connection with, our Program. (iii) Upon the termination of this Agreement, you will be entitled to receive Commissions only on Qualifying Events that occurred prior to such termination.

Representations and Warranties

You represent and warrant to ShopRaise that: (i) you have the full right, power, and authority to enter into and perform your obligations and grant the rights, licenses, consents, and authorizations you grant or are required to grant under this Agreement; (ii) you shall comply with the terms and conditions under this Agreement, the ShareASale.com Terms, the Offer, and with all laws and regulations applicable to your performance hereunder, including with respect to any marketing or advertising activities conducted by you or that are conducted on your behalf, and with respect to your Marketing Properties and other Publisher Materials; and (iii) neither your performance hereunder nor your Marketing Properties or other Publisher Materials infringe, misappropriate, or otherwise violate any intellectual property right or other right of any third party.

Disclaimer; Limitations of Liability

• YOU ACKNOWLEDGE THAT EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREUNDER, IF ANY, THE PROGRAM AND ANY AND ALL SHOPRAISE IP ARE PROVIDED "AS IS." YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. SHOPRAISE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SHOPRAISE MAKES NO WARRANTY OF ANY KIND THAT THE PROGRAM OR ANY OTHER SHOPRAISE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR MALWARE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED BY SHOPRAISE "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. WITHOUT LIMITING THE FOREGOING, SHOPRAISE DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL SHOPRAISE IP, INCLUDING ALL PROMOTIONAL MATERIALS, HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH SHOPRAISE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
• IN NO EVENT SHALL SHOPRAISE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF, THE PROGRAM, THE SHOPRAISE SITE, OR ANY OTHER SHOPRAISE IP; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN ADDITION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SHOPRAISE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

BOTH PARTIES AGREE THAT THEY SHALL INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND THEIR PROVIDERS FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT, THE ShareASale.COM TERMS, OR THE OFFER. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS SHOPRAISE FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE MISUSE BY YOU OF ANY SHOPRAISE IP, INCLUDING OUR MARKS OR ANY PROMOTIONAL MATERIALS.

Confidentiality

• In connection with this Agreement and your participation in the Program, we may, from time to time, disclose or make available to you certain information which we consider confidential or proprietary, including information consisting of or relating to the Program, other ShopRaise IP, or financial information and reports, trade secrets, know-how, business operations, methods, plans, strategies, customers, and pricing, information with respect to which we have contractual or other confidentiality obligations, and information or materials which are of such a nature that you should reasonably understand that we desire to protect such information against unrestricted disclosure or use, in each case whether or not marked, designated, or otherwise identified as “confidential” (collectively, our “Confidential Information”).
• Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of your act or omission; (ii) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (iii) was in your possession, as established by documentary evidence, before disclosure hereunder; or (iv) was or is independently developed by you, as established by documentary evidence, without using any Confidential Information.
• You must only use our Confidential Information solely in connection with your participation in the Program and solely to the extent necessary to fulfill the purpose(s) for which it was provided. You must not disclose or permit access to Confidential Information except with ShopRaise’s prior written consent or as otherwise permitted in this Section 14, and you must safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information, but in any event, with no less than a reasonable degree of care.
• If you are required by applicable law or a valid legal order to disclose any Confidential Information, you must, before such disclosure, notify ShopRaise of such requirements so that we may seek a protective order or other remedy, and you must reasonably assist us therewith. If you remain legally compelled to make such disclosure, you must: (i) only disclose that portion of the Confidential Information that, in the written opinion of your legal counsel, you are required to disclose; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
• On the termination of this Agreement or otherwise at our request, you must promptly return or destroy all Confidential Information in your possession or control, and destroy all notes containing or that are based on any Confidential Information, and upon our request, certify in writing to us the destruction of such Confidential Information.
• For clarity, we retain our entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to you or any other person.

Compliance with Laws

In connection with your participation in the Program, you will comply with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act of 2003, Section 5 of the FTC Act, and the FTC’s disclosure rules regarding endorsements, including without limitation, by including a disclosure statement within any and all pages/posts where Affiliate Links are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, and in accordance with the FTC’s disclosure rules.

Modifications

• Notwithstanding anything to the contrary herein, ShopRaise reserves the right to modify (or terminate) the Program and/or any other ShopRaise IP at any time, at our sole discretion.
• Notwithstanding anything to the contrary herein, ShopRaise also reserves the right to modify the terms and conditions set forth in this Agreement or the Offer, including the Commission rate, at any time, at our sole discretion, upon notice to you (which may be posted on or through the ShareASale.com website). If you disagree with any such modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following such notice, your continued participation constitutes binding acceptance of the Agreement or Offer, as so modified.

General

• • Entire Agreement. This Agreement, together with the ShareASale.com Terms and the Offer, and any other documents incorporated herein by reference, constitutes the sole and entire agreement between you and ShopRaise with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict or inconsistency between this Agreement and the ShareASale.com Terms, the provisions of this Agreement shall prevail.
• Assignment. You shall not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of ShopRaise. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve you of any of your obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. For clarity and notwithstanding anything to the contrary herein, you must not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program.
• Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
• Nonwaiver. Any failure by ShopRaise to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
• Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Colorado, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Colorado with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
• Survival. The provisions set forth in this Section 17 and in Sections 7(b), 7(f), 9, 11, 12, 13, and 14, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
• Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under Sections 2(b), 7, or 14 would cause ShopRaise irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.