Terms of Service

This Publisher Service Agreement (“Agreement”) sets out the terms and conditions of the Hemped NYC of NY LLC and its subsidiaries (“Hemped NYC” “we” or “us”) Affiliate Program (the “Program”) for Hemped NYC web properties (“Web Properties”).
By checking the “AGREE” box you (“Affiliate” “you” or “your”) certify that you are over the age of 18 and you agree to be bound by all the terms of this Agreement.  If you do not agree with the terms and conditions set forth herein, do not join this affiliate program. NOTE THAT:  THIS AGREEMENT CONTAINS IMPORTANT RESTRICTIONS ON THE PRODUCT CLAIMS THAT YOU CAN MAKE WITH RESPECT TO HEMPED NYC PRODUCTS.
 1. Enrollment. To participate in this Affiliate Program you must complete an application that is accessible through this  platform (“Platform”)You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If we reject your application, you may reapply at any time. Upon the acceptance of our application, you must register on this Platform and create a unique, password-protected account (“Account”). Affiliate will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Affiliate shall remain fully and solely responsibility for any and all actions taken under Affiliate’s Account, whether authorized by Affiliate or not. Affiliate must immediately notify Hemped NYC of any unauthorized use of Affiliate’s Account. Affiliate is responsible for keeping its Account information current, complete and accurate.
2. Eligibility.  To be eligible to become an Affiliate you must be least 18 years old and have a website meeting the requirements detailed below (“Website Requirements”).  If at any time during the period that you are in this Affiliate Program, we believe that your website violates any of the Website Requirements we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Affiliate Program without notice, and you may also be subject to forfeiture of payment at Hemped NYC’ sole discretion. Your participating websites may not:
(i) infringe on our or any other person’s or entity’s intellectual property, publicity, privacy or other rights;
(ii) fail to contain a clear online privacy policy;
(iii) violate any law, rule or regulation, including, without limitation, the FTC’s rules, policies, and requirements with respect to affiliate marketing disclosures www.FTC.gov.
(iv) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials,
(v) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Ad Hijacks, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information,
(vi) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
(vii) promote violence or any illegal or immoral activity,
(viii) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age,
(ix) use or promote the use of spam,
(x) use any software that gathers information through the customer’s Internet connection without his or her knowledge,
(xi) install spyware on another person’s computer, or cause spyware to be installed on another person’s computer, or utilize any “opt-out downloads”. An “opt-out download” is any software, program, script, tool or element that would automatically download to a user’s computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
3.  Services. During the Term, Affiliate will provide certain lead generation services (the “Services”) described in one or more mutually agreed upon insertion orders (“Insertion Order(s)” or “IO(s)”). 
(a) Insertion Orders.  Each Insertion Order, when used, shall describe the Services to be provided by Affiliate. Copies of each IO shall be incorporated herein as a part of this Agreement.
(b) Performance.  Affiliate will use commercially reasonable efforts to perform the Services described herein and in the IOs. Hemped NYC will cooperate with Affiliate by promptly providing needed authorizations, consents, waivers and information and assistance in order for Affiliate to perform the Services. 
(c) Changes.  Hemped NYC reserves the right to reject, omit, exclude, terminate or request a change to the Services at any time and Affiliate shall, subject to the provisions set forth herein, comply with such request as soon as practical but in no event later than three (3) business days after its receipt thereof. Hemped NYC may cancel or suspend a CPM-based Ad Campaign, or any materials associated with such a CPM-based Ad Campaign, effective within approximately twenty-four (24) business hours of Affiliate’s receipt of Hemped NYC’ cancellation notice.
4. Right to Use Hemped NYC Content. (a) Subject to the terms and conditions herein, we hereby grant to you, during the term hereof, a limited, non-exclusive, non-transferable, revocable, non-sublicensable, non-assignable right to (i) access the Web Properties through Qualifying Links (defined below) provided by us from time to time, and (ii) use and display the Hemped NYC Content (as defined below) that we may make available to you from time to time.  Hemped NYC Content may be used solely for the purpose of generating the sale of Hemped NYC’ products from your website and solely in connection with your participation in this Affiliate Program. Any attempt to sublicense, assign or transfer this right is void. We may terminate your rights to use the Hemped NYC Content for any reason at any time in our sole and absolute discretion.
(b) A “Qualifying Link” means a link from your website to our website using one of the URLs or graphic links provided by us  for use in the Affiliate Program that allows us to track the use of such links by your customers. Qualifying Links may include coupon codes.  All Qualifying Links that you will use in the Affiliate Program will be provided to you by Hemped NYC, and only valid Qualifying Links generated by us will be tracked for purposes of determining compensation that you may be eligible to receive on sales of products generated through your website. Except for the right to use the Hemped NYC Content provided to you by us hereunder, we are not granting you any rights in, and you represent, warrant, covenant and agree that you will not use, in any manner, any trademarks, service marks, trade names, logos, banners, buttons, graphics, digital images, text, or other content or materials owned or controlled by us, unless you have been specifically authorized in writing to do so by Hemped NYC
(c) Upon termination of this Agreement, for any reason, you shall immediately cease using, displaying or otherwise maintaining any interest in the Hemped NYC Content. For purposes of this Agreement “Hemped NYC Content” means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text and other content and material created by Hemped NYC or its agents without our written consent.
5. Uses of Qualifying Links. You represent and warrant that all promotional means used by you will not contain objectionable content or violate any of the Website Requirements set forth herein.  Hemped NYC may review all Affiliates’ promotional activities and may deem your promotional activities inappropriate and a material breach of this Agreement in Hemped NYC’ sole discretion. In addition, any suspected fraudulent, abusive, or otherwise illegal content or activity by you through your promotional methods is grounds for immediate termination of this Agreement.  In particular but without limitation, the following uses of Qualifying Links are prohibited:
(a) Locations. You may not place Links to Hemped NYC’ Web Properties or Web Properties content in , link farms, counters, chatrooms, or guestbooks.  Affiliates using IRC channels, instant messages or similar Internet resources must get written approval from Hemped NYC.  Non-Bona Fide Transactions. You must promote Hemped NYC in a manner that does not mislead customers and such that the Qualifying Links deliver bona fide transactions to Hemped NYC. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames (all of the foregoing being “Non-Bona Fide Transactions”).  You will not be compensated for Non-Bona Fide Transactions. You may or may not be compensated for transactions where you or your agents are the customer.
(b) Updating Links. If Qualifying Link are not dynamically updated, upon notification you are obligated to update Qualifying Links to earn compensation.
6.  Prohibited Claims.  You may not use the following (or substantially similar) words, phrases, or references with respect to claims about Hemped NYC’ products:  (1) Therapeutic, (2) Medicinal/Medical, (3) Clinical, (4) Diagnose, (5) Prevent/Prevention, (6) Treat/Cure, (7) Ailments, (8) 100% Natural, (9) Inflammation (when not linked to exercise), (10) Any disease state linked with product use, or (11) Any false or misleading claim.  If you refer to any of the following with respect to any of Hemped NYC’ products: (1) calming, (2) management of day-to-day stresses, (3) exercise-induced inflammation, or (4) support of healthy sleep cycles, you must include the following disclaimer in bold letters and surrounded by a thin box: “These statements have not been evaluated by the Food and Drug Administration.  This product is not intended to diagnose, treat, cure or prevent any disease.”
7. Prohibited Conduct.
(a) Obtaining and Using Hemped NYC Content. You agree that you will not, except as specifically provided for in this Agreement (i) copy or display any Hemped NYC Content other than that made available to you by Hemped NYC, (iii) modify, adapt, translate or create derivative works based on the Hemped NYC Content, (iv) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Hemped NYC Content, (v) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person or entity any right or interest in the Hemped NYC Content, (vi) take any action which may cause deception, confusion or otherwise dilutes the quality of the Hemped NYC Content or the goodwill associated therewith, or (vii) use the Hemped NYC Content in any manner which disparages or portrays us in a false, competitively adverse or poor light.
(b) No Keyword Purchasing. You agree that you will not purchase or bid for the placement of our name or trademarks or any variation or misspelling thereof within any third-party search engine or portal. Unless you have been explicitly allowed to do so in a written contract. 
(e) Trademark and Look and Feel Restrictions. Additionally, (i) you will not include any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, which is owned or controlled by us in any domain name, URL, or similar identifier used by you, (ii) you will not alter or attempt to alter the look, feel, content, features or functionality of the Hemped NYC Web Properties, (iii) you will immediately substitute or remove any Hemped NYC Content from your websites at our request, (iv) your websites will not in any way copy or resemble the look, feel or content of the Hemped NYC Web Properties or create any impression that your websites are part of the Web Properties, (v) you will not purchase or contract with any other person or entity to exploit any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, that is owned or controlled by us for any purpose, (vi) you will not use any Hemped NYC Content in a manner that links or otherwise directs potential customers to any website other than the Hemped NYC Web Properties, (vii) you will not attempt to intercept or redirect potential customers from or on the Web Properties or any other website participating in this Affiliate Program, (viii) you will not make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Web Properties, e.g., “framing” the Web Properties, without our prior written approval; and (ix) you will not “scrape” or “spider” any Hemped NYC Web Properties or any other website for Hemped NYC Content.
(f) Promotion Codes & Coupons. You may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized for your use.
(g) Communications with Consumers. You may not, without our prior written consent, (i) generate or send any email messages, text or mobile messages, push notifications or other electronic messages (“Electronic Messages”) using or containing our name or logo, or any variation thereof, trademarks or products, or any of the Qualifying Links or URLs provided to you as part of the Affiliate Program, (ii) send any Electronic Message that in any way suggests or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that we or any related entity was the sender or sponsor of such email or procured or induced you to send such email, (iii) forward, redistribute, or otherwise repurpose any Electronic Messages that we send to customers, and (iv) generate or send any unsolicited email (spam) under this Agreement or any email in violation of the CAN-SPAM Act of 2003 (including any amendments or successor laws) or any other applicable laws or regulations.
(h) You may not purchase products using Qualified Links for resale, or commercial use of any kind. Such purchases may result, in our sole discretion, in termination of this Agreement and/or the withholding of compensation.
(i) We have the right in our sole and absolute discretion to monitor your websites to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your websites for such purpose.
8. Hemped NYC Operations. You acknowledge and agree that we will accept or reject, in our sole and absolute discretion, all orders by customers for merchandise placed on or through the Web Properties. You further acknowledge and agree that (i) you do not have any authority to make or accept any offer or commitment on our behalf, (ii) we do not guarantee the availability of any merchandise or other services offered on the Web Properties, and (iii) we are solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the Web Properties and the sale of merchandise thereon. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of our Web Properties.  Customers who access the Web Properties will be deemed our customers, not yours. Accordingly, all of our then applicable rules, policies and procedures concerning orders, returns, refunds, customer service, privacy and other terms of use and sale will apply to such customers. As between the parties, all information obtained through the use of the Web Properties shall be our exclusive property.  We may change our policies and operating procedures at any time in our sole discretion.
9. Term, Termination and Deactivation.
(a) Term. This Agreement shall commence upon your indication that you have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the Platform and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days’ notice. This Agreement may be terminated immediately upon notice for your breach of this Agreement. Your Account may be deactivated and/or commissions may be withheld during investigation of breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to participate in the Hemped NYC Affiliate Program and any attempt to do so shall be null and void.
(b) Termination or Deactivation by Hemped NYC. Hemped NYC may terminate you, one of your websites, or your use of a promotional method, from the Hemped NYC Affiliate Program, at any time in Hemped NYC’ sole discretion. Breach of any Section of this Agreement is cause for immediate termination from the Hemped NYC Affiliate Program and/or termination of this Agreement and may result in Charge-back (as defined in Section 10 below) of one or more payments.  Hemped NYC may temporarily deactivate or terminate you as an Affiliate if: (i) you or your agent are responsible for the improper functioning of content, or if you otherwise interfere with and/or fail to maintain Qualifying Links; (ii)  you maintain a negative balance in your Account; (iii) Hemped NYC determines you are diluting, tarnishing or blurring Hemped NYC’ proprietary rights; (iv) you begin proceedings to challenge Hemped NYC’ proprietary rights; or (v) a third party disputes your right to use any link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on your Website, or through any of your promotional means. If your Account has not been credited with a valid, compensable transaction that has not been Charged-back during any rolling 12 consecutive calendar month period (“Dormant Account”), a dormant account fee at current rate shall be applied to the Account each calendar month that the Account remains a Dormant Account or until your Account balance reaches zero, at which time the Account will be deactivated.  Transactions will not be counted if they subsequently become a Charge-back.  Upon termination of this Agreement, or in case of deactivation of your Account, you shall no longer accrue compensation in your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination.
(c) Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
(d) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by Hemped NYC to you within 90 days of the termination date, and any outstanding debit balance shall be paid by you to Hemped NYC within 30 days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and you must immediately remove all Qualifying Links.  Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.
10. Fees.  (a)  For purposes of determining the fees due under this Agreement, the following definitions shall apply:
“Charge-back” means a debit to your Account in an amount equal to a Fee previously credited to your Account.
“Fee” means an amount payable to you hereunder for Services.
“Lead(s)” means one or more click to call/pay per call connections, one or more clicks from a unique IP address, customer applications and customer recruitment leads. 
“Taxes” means any and all withholding, sales, use, value added or other taxes, duties or charges that are imposed by any jurisdiction on the transactions described in this Agreement, other than taxes based on Affiliate’s income. 
“Unaccepted Lead(s)” means any Lead that are not accepted by Hemped NYC.
 “Valid Lead(s)” means an individual person that: (i) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person; and (ii) has submitted information that meets Hemped NYC’ criteria.  
(b)    Fees.  Fees will be paid for Services delivered in accordance with this Agreement and the applicable IO. Hemped NYC pays our Affiliates monthly net 15. The minimum payout is $100, and payouts will not be released until the amount owed equals at least $100.  It is solely your responsibility to provide Hemped NYC with accurate tax and payment information that is necessary to issue a payment to you. If Hemped NYC does not receive the necessary tax or payment information within ninety (90) days of a purchase which would otherwise trigger a commission, no commission will be owed with respect to such purchase.  Any disputes regarding Fees must be submitted to Hemped NYC in writing within one-hundred (100) days of the date of invoice, otherwise such dispute is forever waived.  
(c) Tracking Transactions and Fees. Hemped NYC shall determine (where possible) actual Fees that should be credited to your Account. Hemped NYC may, in Hemped NYC’ sole discretion, apply an estimated amount of Fees, if: (i) You are referring customers to Hemped NYC as verified by clicks through Qualifying Links to Hemped NYC, (ii) where there is an error in transmission of tracking data to Hemped NYC, and (iii) where Hemped NYC is able to utilize a historical analysis of your promotion of Hemped NYC to determine an equitable amount of estimated Fees.
(d) Charge-backs. Hemped NYC may apply a Charge-back  in circumstances of : (i) product returns; (ii) duplicate entry or other clear error; (iii) Non-Bona Fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the customer by Hemped NYC; or (v) Affiliate failure to comply with Hemped NYC Affiliate Program terms or other agreement with Hemped NYC. Charge-backs may be applied to your account at any time, including previous payment cycles.
(e)Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on Hemped NYC products, or other content concerning Hemped NYC without Hemped NYC’ prior written consent in each instance. You may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links that have been explicitly and exclusively provided to you in writing from Hemped NYC
11. Ownership of Data. Hemped NYC retains all right, title, and interest in and to the Services and any materials created, developed or provided by Hemped NYC in connection with this Agreement, including all intellectual property rights embedded within or related to the Services and Leads (whether or not accepted).  In connection with the provision of the Services and specifically with respect to Leads (regardless of whether they are Valid Leads or Unaccepted Leads), Affiliate agrees that Hemped NYC will collect data on individuals that are the subject of the underlying Leads (“Data”) and will have the right to: (a) Use the Data (i) to provide any Services, (ii) for its internal business purposes, and (iii) to improve any products or services provided by Hemped NYC; (b) Use and disclose such information as may be required by law or legal process; and (c) Use and disclose such information when it is aggregated, such that it does not identify the name, address or any other information that personally identifies an individual, or the name, address or any other information that identifies Affiliate. Affiliate may use the Data for Affiliate’s internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of the Data, and that Affiliate obtain any and all consents, waivers, approvals, authorizations and clearances from consumers that may be required by applicable laws in connection therewith. 
You understand that all personally identifiable information, if any, provided by customers through the Qualifying Link or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Hemped NYC from such data is the sole and exclusive property of Hemped NYC and is considered Hemped NYC’ Confidential Information pursuant to this Agreement. Hemped NYC and any divisions, subsidiaries and affiliates of Hemped NYC of NY, LLC (the “Hemped NYC Companies”) in their sole discretion, shall have the right to use, market and re-market any customers and/or Data without further obligation to you. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such Data or customers, or any portion thereof, to any third-party.
12. Confidentiality.  Each Party will take commercially reasonable actions designed to protect the Confidential Information of the other Party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature. The receiving Party may disclose Confidential Information of the disclosing Party to the extent necessary to comply with applicable law. Either Party will be entitled to seek preliminary and/or permanent injunctive relief from any violation or threatened violation of this Section without the necessity of proving actual damages or posting any bond or other security.
“Confidential Information” means all confidential and/or proprietary information and documents furnished or disclosed by or on behalf of a Party or its affiliates, no matter when or how furnished or disclosed. Confidential Information includes, without limitation, (a) all nonpublic information relating to a Party’s or its affiliates’ technology, business plans, agreements, promotional and marketing activities, finances and other business affairs, and (b) all third party information that a Party or its affiliates is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge. Confidential Information does not include any information that (w) has become publicly available without breach of this Agreement, (x) can be shown by documentation to have been known to the receiving Party at the time of its receipt from the disclosing Party or its affiliates, (y) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (z) can be shown by documentation to have been independently developed by the receiving Party without reference to any Confidential Information.
13. Disclaimer.  We do not make any warranties, representations, or guarantees, with regard to the products or services sold through the Web Properties or the operation and maintenance of the Web Properties, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement or any implied warranty arising from course of performance, course of dealing, or usage of trade. Without limiting the generality of the foregoing, we make no representation that the operation of the Web Properties will be uninterrupted or error-free.
14. Limitation of Damages. We will not have any liability (whether in contract, warranty, tort (including, but not limited to, negligence), product liability or other theory) for any indirect, incidental, special, punitive, or consequential damages, even if we were advised of the possibility of such damages, or for any loss of revenue, data or profits arising under or with respect to this Agreement or the Affiliate Program. Our aggregate liability arising under or with respect to this Agreement or the Affiliate Program will in no event exceed the total Fees paid or payable by us to you under this Agreement during the preceding three (3) month period prior to the date such liability arose. All claims made hereunder by you against us shall be made within 120 days of the act or omission that forms the basis of such claims.
15. Affiliate Indemnity.  Affiliate agrees to indemnify, defend and hold Hemped NYC, its agents, directors, officers, and employees (collectively, “Indemnified Persons”) harmless from and against any and all liabilities, obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including, without limitation, damage awards, settlement amounts, reasonable fees and disbursements of counsel (collectively, “Claims”), imposed upon or asserted against or incurred by any Indemnified Person(s), arising out of, related to or in connection with Affiliate’s breach of any term of this Agreement. Affiliate agrees not to settle any claim against any Indemnified Person(s) without Hemped NYC’ prior written consent. Affiliate will not use the Services to generate leads from countries, entities, or individuals subject to U.S. trade sanctions or other U.S. export control laws. Further, Affiliate represents and warrants that Affiliate (i) is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (ii) is not identified as a “Specially Designated National” by the Office of Foreign Assets Control, (iii) is not placed on the U.S. Commerce Department’s Denied Persons List, and (iv) will not access or use any Services if any applicable laws in Affiliate’s country prohibits Affiliate from doing so in accordance with this Agreement.  
16. Entire Agreement.  This Agreement and all IOs contain the entire agreement of the parties with respect to the subject matter of this Agreement and this Agreement supersedes any prior written or oral agreements between the parties with respect to the subject matter hereof and thereof.  In the event any signed and approved IO should contain terms or provisions that conflict with the terms of this Agreement, the terms of the IO shall govern solely with respect to the conflict.
17. Severability.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. Waiver.  Our failure to enforce any provision (in whole or in part) of this Agreement shall not be construed as a waiver or limitation on our right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.
19. Applicable Law, Venue and Arbitration. This Agreement shall be governed by the laws of the State of NY without giving effect to conflict of law principles. The parties hereby consent to jurisdiction in the State of NY and agree that the American Arbitration Association shall have exclusive jurisdiction over any issues regarding the interpretation or enforcement of this Agreement, the parties having agreed that all disputes shall be resolved exclusively by arbitration.  Venue for arbitration shall be in Broward County, NY.  
20. Parties in Interest; Assignment.  This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any interest herein shall be assigned or transferred by Affiliate without prior written consent of Hemped NYC.  
21. Headings  The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  
22. Force Majeure. Our failure to perform under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control.
23. Press Release; Publicity. You agree that you will not issue any press release or make any other similar public announcement that makes any reference to us without our prior written consent, which consent may be withheld in our sole discretion.
24. Relationship of Parties. An independent contractor relationship has been created by this Agreement. Affiliate and Hemped NYC are not partners or in a joint venture.  Neither Party, nor that Party’s employees, agents, or representatives shall be deemed to be an employee, agent, or representative of the other Party for any purpose.  
25. Notices.  Any and all notices or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be deemed to have been duly given or made for all purposes if sent by overnight courier, hand delivered or sent by email (which shall constitute a writing for purposes of this Agreement) for Affiliate, at the email or physical address listed on your Account (if by email, effective upon sending as long as Hemped NYC does not receive an error message regarding delivery of the email) or five (5) days after mailing, if to Hemped NYC, as follows: 
Hemped NYC LLC
247 Bleecker Street
New York, NY 10014
ATTN: Hemped NYC Legal Dept
Email:  affiliates@hempednyc.com
By checking the “Agree” or similar language box below, you agree to be bound by the terms hereof and that the effective date of the applicable Publisher Service Agreement(s) is the date on which you check such below box.