SOUTHEASTERN WINES AND CIDERS LLC AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement ("Agreement") is entered into by and between Southeastern Wines and Ciders LLC, a Tennessee limited liability company located at 1841 Jack Delozier Drive Sevierville, TN 37876 ("Company"), and the individual or entity agreeing electronically by clicking "I Agree" on the Company's website ("Affiliate"). By clicking "I Agree," Affiliate explicitly consents to be legally bound by the following terms and conditions:
1. Governing Law and Jurisdiction
1.1 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles.
1.2 Exclusive Venue
All disputes arising from or related to this Agreement shall exclusively be brought in the state or federal courts located in Sevier County, Tennessee. Affiliate irrevocably consents to jurisdiction and venue in these courts.
1.3 Electronic Signature
Affiliate agrees that clicking “I Agree” constitutes an electronic signature enforceable under the Tennessee Uniform Electronic Transactions Act (T.C.A. § 47-10-101 et seq.).
2. Commission Structure and Payment
2.1 Commission Rate
The Company will pay Affiliate a flat commission of 10% on the net sale value of qualifying purchases generated by Affiliate. For purposes of this Agreement, “net sale value” means the product price actually received by the Company exclusive of taxes, service fees, shipping, processing fees, upgrades, add-ons, or other non-product amounts.
2.2 Cookie Duration & Tracking
Affiliate referral cookies are valid for 30 days. The program operates on a last-click attribution model, meaning the most recent referring affiliate receives credit. The Company shall not be liable for technical disruptions or tracking errors.
2.3 Commission Eligibility
Commissions apply solely to completed, fully paid transactions. Canceled, refunded, or disputed transactions will void associated commissions. Chargeback-related commissions will be reversed. If chargebacks exceed 5% of Affiliate’s total sales, the Company may review or suspend the account.
2.4 Minimum Payout
The minimum commission payout threshold is $100.00. Affiliate must provide the Company with a completed IRS Form W-9 before any payment is issued. Affiliate further certifies that they are not subject to IRS backup withholding.
2.5 Commission Structure Modifications
The Company may modify commission rates by providing 30 days’ prior written or electronic notice. Continued participation in the Affiliate Program after the effective date constitutes express acceptance of the revised terms.
2.6 Payout on Termination
Upon termination, the Company will pay any undisputed commissions earned through the termination date within 90 days. No commissions will be owed on sales completed after termination.
3. Taxes and Reporting
Affiliate is solely responsible for all applicable federal, state, and local taxes on earned commissions. The Company will issue an IRS Form 1099-NEC to Affiliates earning $600 or more annually, as required by law. The Company does not withhold taxes on commissions.
4. Compliance and Breach
The Company shall notify Affiliate of any breach via email or certified mail. Affiliate must cure the breach within 10 calendar days to the Company's satisfaction. Failure to cure may result in immediate termination and forfeiture of unpaid commissions.
4.1 Regulatory Compliance
Affiliate shall comply with all applicable federal, state, and local laws, including but not limited to:
FTC endorsement and disclosure guidelines;
Tennessee Alcoholic Beverage Commission (TABC) regulations;
Federal and state alcohol marketing restrictions, including age verification and prohibitions on marketing to minors;
Data protection and privacy laws.
Violation of this section constitutes grounds for immediate termination.
5. Termination
Either party may terminate this Agreement at any time, with or without cause, upon written notice via email or certified mail. The Company may terminate immediately without notice for violations of prohibited conduct, resulting in forfeiture of unpaid commissions.
6. Indemnification and Liability
6.1 Indemnification
Affiliate agrees to indemnify, defend, and hold harmless the Company and its members, managers, employees, and agents from claims, liabilities, damages, and expenses (including reasonable attorney’s fees) arising out of (i) Affiliate's breach of this Agreement, (ii) Affiliate’s violation of law, or (iii) Affiliate’s negligent or intentional acts in connection with promotional activities.
6.2 Disclaimer of Warranties
The Company explicitly disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, or non-infringement. Earnings and uninterrupted service are not guaranteed.
6.3 Limitation of Liability
The Company’s total liability shall not exceed commissions paid to Affiliate in the three months preceding a claim or the minimum allowed by law. The Company is not liable for indirect, consequential, incidental, or punitive damages, lost profits, or business interruptions.
7. Dispute Resolution
7.1 Binding Arbitration
All disputes shall be exclusively resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or other mutually agreed rules, in Sevier County, Tennessee.
7.2 Arbitration Costs
Each party shall bear its own arbitration costs and attorneys' fees, except that the Company shall pay filing fees in excess of $200 to ensure arbitration remains accessible.
7.3 Class Action and Jury Trial Waiver
Affiliate waives any right to a jury trial or class action participation against the Company.
8. Miscellaneous
8.1 Independent Contractor
Affiliate is an independent contractor, not an employee, partner, or agent of the Company.
8.2 Non-Solicitation
Affiliate shall not directly contract with or solicit customers referred through the Affiliate Program for the purpose of bypassing the Company’s affiliate tracking system. [Optional Expansion: Add a clause prohibiting affiliates from promoting directly competing alcohol brands during the term.]
8.3 No Waiver
Failure to enforce any provision does not waive the Company’s right to enforce that provision or others.
8.4 Severability
If a provision is unenforceable, remaining provisions remain valid.
8.5 Assignment
Affiliate may not assign or delegate rights or obligations without the Company’s prior written consent. The Company may freely assign its rights and obligations upon written notice to Affiliate.
8.6 Confidentiality
Affiliate shall keep strictly confidential all non-public information provided by the Company, using it only to fulfill Agreement obligations.
8.7 Amendments
The Company may amend or modify this Agreement by providing 30 days' prior written or electronic notice. Continued participation indicates acceptance.
8.8 Notices
Formal notices shall be delivered via email or certified mail to addresses provided upon registration. Notices to the Company must be sent to info@tnhomemadewines.com or its registered business address.
8.9 Intellectual Property
Affiliate acknowledges the Company retains all rights to its trademarks, logos, promotional materials, and intellectual property. Affiliate may use these assets only with explicit permission and shall cease use upon termination.
8.10 Force Majeure
Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including but not limited to acts of God, natural disasters, labor disputes, governmental actions, or failures of third-party internet service providers.
8.11 Data & Privacy [NEW]
Affiliate shall not collect, retain, sell, or misuse any customer personal data obtained through the Affiliate Program except as permitted by this Agreement and applicable law.
9. Acceptance of Terms
By clicking “I Agree,” Affiliate acknowledges reading, understanding, and agreeing to these terms and conditions.
For inquiries, contact: info@tnhomemadewines.com