1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, we’ll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the Affiliate: You will be referred to as the “Affiliate”. You’ll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as “Parties” or individually as “Party”.
d) Affiliate Program: The program we’ve set up for our affiliates as described in this Agreement.
e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
2) ASSENT & ACCEPTANCE
By submitting an application to our Affiliate Program, you confirm that you have read and reviewed this Agreement and that you agree to be bound by it. Completion and submission of an application confirms you agree to be bound by this Agreement should your affiliation be approved. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may require.
3) AFFILIATION SIGN UP
In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application is available by request.
Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will notify you. We are not obligated to provide you with an explanation for not approving your application. We reserve the right to not approve any applicants for any reason.
4) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause. Written notification is required for termination of Affiliate Agreement.
INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”).
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Affiliate Program.
MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effective immediately upon publication and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include email, and written notice. If you don’t agree to the update or replacement, you may choose to terminate this Agreement in writing, to be effective on the first of the next month.
RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent entity of the Company and will remain so at all times.
ACCEPTABLE USE
You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.
a) You further agree not to use the Affiliate Program:
I) To harass, abuse, or threaten other or otherwise violate any person’s legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an “As Is” basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.
LIMIATATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
GENERAL PROVISION
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in San Diego County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, vary the provision of this agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal or state law, and claims based on local laws, ordinances, statues or regulations. Intellectual property claims by the Company will not be subject to arbitration and may as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
C) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
D) SEVERABILITY: If any part of subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
E) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
F) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of nature and environment, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
G) ELECTRONIC COMMUNICAIONS PERMITTED: Electronic communications are permitted to both Parties under this agreement, including email and text. For any questions or concerns, please email us at hello@lovestrongwellness.com or text 858-225-4691
4) AFFILIATION CRITERIA
The affiliation criteria has been established to maintain the vision and goals of the Company. Affiliation criteria is subject to change at any time. Affiliates must meet the affiliation criteria at all times including if/when changes are made to the existing criteria. See Appendix A for affiliation criteria.
5) AFFILIATION BENEFITS & RESPONSIBILITES
The benefits of affiliation have been established to further the vision and goals of the Company. Affiliation benefits are subject to change at any time. Changes to benefits are effective the date changes are made. Benefits are not retroactive. A cash value is not placed on Affiliation Benefits. Affiliation Benefits are not retroactive. See Appendix B for Affiliation Benefits.
Affiliates will be responsible for providing educational and marketing materials to the Company as well as event participation, for the purpose of furthering the vision and goals of the Company. Responsibilities of the Affiliate are outlined in Appendix B and are subject to change at any time. If Affiliate does not fulfil their responsibilities as outlined, participation in the Affiliate Program may be terminated at the Company’s discretion.
6) COST OF AFFILIATION
Cost of Affiliation Program participation is included in the Affiliation Criteria and Cost. Cost of Affiliation Program is subject to change at any time. Participants in the Affiliate Program will be notified in writing of a change in cost. Participants will have the option to terminate their participation in the Affiliate Program effective the first day of the following month. Request to terminate participation in the Affiliate Program must be submitted in writing. Payment of Affiliate Program cost is due on the 1st day of each month. For each payment that is not paid within 5 days after its due date, Subtenant shall pay a late fee equal to 10 % of the required payment. If payment is not received within 5 days after its due date, participation in the Affiliate Program may be terminated at the Company’s discretion.
