LIPOBELT AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LIPOBELT. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
- Overview This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in LipoBelt’s Affiliate Program. For purposes of this Agreement, the term “we,” “us,” and “our,” refers the sponsor of the Affiliate Program. The term “you,” “your,” and “yours,” refer to the individual or legal entity who applies for and is accepted into the Affiliate Program and becomes known as “Affiliate”. The term “our website” refers to the website that LipoBelt maintains at www.theLipoBelt.com. The term “your website,” and “your banner” refers to the website or banner advertisement on which you agree to display LipoBelt products and/or promotions, and place a Link to LipoBelt’s website.
- Affiliate Program Registration To begin and register for the Affiliate Program, you must complete and submit the online application at the
- Approval Or Rejection Of Affiliate Program Application LipoBelt reserves the right to approve or reject ANY Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against LipoBelt for the rejection of the Affiliate Program Application.
- Reasons For Rejection Without limiting the right to reject any application for any reason whatsoever in LipoBelt’s absolute discretion, your application will be rejected if it is incomplete, if your website promotes any of the following: sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, illegal activities. We may also reject any application if your website contains images or content that is not acceptable to us or is inconsistent with the image that LipoBelt wishes to create in association with its website, or if your website incorporates any materials which infringe or assist others to infringe upon, or appears to LipoBelt to violate any patent, copyright, trademark or other intellectual property rights of any other party, or to violate the law.
- Termination After Acceptance Even after we have accepted you as an Affiliate Program member, we reserve the absolute right to re-evaluate your application at a later time and rescind or terminate your affiliate status for any reason in our sole and absolute discretion, including but not limited to the reasons set forth above. We reserve the right to terminate this Agreement and your participation in the LipoBelt Affiliate Program immediately and without notice to you should you commit fraud in your use of the LipoBelt Affiliate Program, or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any Commissions for such fraudulent sales.
- Affiliate Obligations As a Program Affiliate, you will have the obligation to place Links on your site directing users to our site. We will make available to our Affiliates Links, banners, and other information (each of these Links sometimes being referred to herein as “Links” or, individually, as a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify your website, banner, or Email as a member of the LipoBelt Affiliate Program and will establish a Link from your website, banner, or Email to our website. The Links may connect to any area of our site (although Commissions will only be issued on Qualified purchases). In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. Subject to the limitations set forth in this Agreement, as our Program Affiliate, we grant you a non-exclusive, non-transferable, revocable limited term license during the term of your active participation as a Affiliate Program member in good standing, to utilize LipoBelt’s logo and other images provided to you on the website that you designate in your Affiliate Program Application. These materials will contain our trademarks, logos and all other identifying material relating to us, and other proprietary property (collectively, the “Licensed Materials”). You may display these materials on your website only for the purpose of promoting our website and selling its products in participation of this Affiliate Program. You may not alter, modify, or change the Licensed Materials in any way. If you discontinue participation in the Affiliate Program or if your participation is terminated for any reason, you will immediately cease using these materials and will delete all such materials from your website. If you fail to remove such Links and materials, no Commissions will be paid on purchases resulting from the use of our Links beginning on the date of participation termination. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any coupons, discounts, or other similar content concerning LipoBelt, unless we have given you prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and Links. Each Link connecting your Referred customers to the pertinent area of our website will in no way alter the look, feel, or functionality of our website. Any violations of the terms surrounding Links, coupons, or discounts shall constitute a material breach of this Agreement, and may result in your termination from the program or withholding of Commissions. We have the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement, or to make sure that your Links to our website are appropriate. You consent to LipoBelt including information relative to traffic from your website in our reports, which may be provided to outside parties. LipoBelt Program Affiliate members will have access to an affiliate account manager through the Leadyno Affiliate Dashboard, where you will be able to review our Affiliate Program’s details, download Links and banners, and track your progress. In order for us to accurately keep track of all guests visits from your website, banner advertisements, or Emails to ours, you must use the specified codes that we provide for each banner, text Link, or other affiliate Link we provide you. You will only be permitted to use the Links that we provide on the website that you designate in the Affiliate Program Application. Any additional websites or entities will require additional submissions.
- Promotion Restrictions Affiliates are free to promote your own websites. However, LipoBelt always prohibits certain forms of advertising. For example, advertising commonly referred to as “spamming” is unacceptable to us. Other generally prohibited forms of advertising include the use of unsolicited commercial Email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. You may post to newsgroups to promote LipoBelt so long as the news group specifically welcomes commercial messages. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return Email address. You may use mailings to customers to promote LipoBelt so long as they are already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. At all times, you must clearly represent yourself and your websites as independent from LipoBelt. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the LipoBelt Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. Except as permitted in this Agreement, you are not authorized to use our trademarks, name or any of our other intellectual property (or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) (all of the foregoing, including without limitation, the “Links” and the “Licensed Materials”, are referred to herein as “our IP”), without our express prior written permission. You will not use our IP in a domain or website name, in any bids for keywords or Google Adwords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any Metatags, Google Adwords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise. Additionally, you will not cause or create or act in any way that causes or creates or could cause or create any “initial interest confusion” over the use of our IP on the internet, or in any search engine advertising your use of our IP in any manner, other than as expressly permitted hereunder. We reserve the right to expel any trademark violator from our Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.Such acts as noted above shall constitute a breach of this agreement, and unlawful infringement of our trademarks, copyrights or other intellectual property rights. You will be held accountable for any monetary damages suffered by LipoBelt, including without limitation to punitive damages related to lost clients and brand deterioration, and treble damages for knowing or willful infringement, and the obligation to pay our legal fees and costs in connection with any action or proceeding in which we seek to enforce our rights under this agreement or with regard to any of our intellectual property rights. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying Link until such time as the consumer has fully exited thelipobelt.com website (i.e., no page from our website or any of our content or branding is visible on the end-user’s screen). As used herein a “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying Link on a web page or Email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, and similar search or directory engines); (c) set commission tracking cookies or cookie stuffing techniques without the referred customer’s knowledge.
- Obligations Regarding Your Site You will be solely and fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program; the development, operation, hosting, modification, improvements, and maintenance of your website; all materials and content that appear on your website; costs of search engine placement and other Internet marketing; creating and posting product reviews, descriptions, and references on your website and Linking those descriptions to our website; the accuracy and propriety of materials posted on your website (including, but not limited to, all materials related to LipoBelt products); and ensuring that materials posted on your website do not violate or infringe upon the rights of any third party. We are not responsible for any matter pertaining to your website or the content thereof, and you hold LipoBelt harmless and indemnify LipoBelt from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to your website and business. Such indemnity includes LipoBelt costs and attorney fees in defending any such matter. You represent and warrant to LipoBelt that your website does not and will not contain any materials that are illegal and that your website is not operated for an illegal purpose or in an illegal manner.
- No Representations Regarding Income Potential We make no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaim any and all warranties relative to earning potential from your Affiliate status.
- Customer Service We will be responsible for handling all customer inquiries, product orders of qualified purchases placed by a referred customer following a Link from your website, and all order processing, including but not limited to payment processing, returns and refunds, product shipment.
- Policies and Pricing Pricing of our products is totally within our sole discretion and we reserve the right to change the pricing structure, terminate any special offers, discontinue products, or change the terms under which products are offered at any time, without any advance notice to the Affiliate or users accessing our website. Prices and availability of LipoBelt products may vary from time to time, from affiliate to affiliate, and from region to region. We cannot guarantee product availability or the term of any price or special promotion or offer. Because price changes may affect products that you have listed on your website, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information. All parties who make purchases through our website, regardless of whether they may have reached our website through the Link from the your website, are deemed to be our customers, relative to our products. We retain the right to contact these customers and send future marketing offers to them. You will have no right to commissions on subsequent purchases that may be made by these customers (i.e. replacement parts) except for subsequent purchases that my be traced at the time of purchase through a Link from your website. Accordingly, all of Our rules, policies, and operating procedures concerning orders and products sales will apply to those customers, and you retain no right or authority to amend or offer any different offers relative to the purchase of products from our website. However, we may amend any of our terms, policies and operating procedures at any time.
- Commission Determination Under the Affiliate Program, you will be paid a commission fee for each qualified purchase by a referred customer that you refer to LipoBelt under and in accordance with the terms of this Agreement. Each referred customer and each qualified purchase must meet the following criteria (the “Criteria”):
- Each Referred customer must make a qualified purchase, and provide a valid payment for the purchased LipoBelt product. At the time the commission fees are processed, payment must not have been subject to a refund, or chargeback.
- If a referred customer has received a popup with a discounted offer, while leaving our website during their purchase, we will NOT pay commissions on that discounted purchase.
Commissions will be paid to you based upon a percentage of sales made to customers who access our website through a Link from your website, banner advertisement, or Email. Commissions will be calculated based only upon the gross product sales price, not including any shipping, handling, sales tax, or any additional fees or payment made that is not the purchase price for the product that is purchased. Commissions will not be given on any sales and amounts that are attributable to credit card fraud, bad debt right-off, credits given to customers, and returned goods. We reserve the right to deduct in subsequent months for any commission paid relating to a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction. Commissions will only be paid on sales that are tracked by LipoBelt’s’s online tracking system and which indicate your Link as a source. There is no right to commissions if a user later returns to our website and makes a purchase through another Link or source other than through yours. You have no right to commissions based upon subsequent sales, even if the customer first arrived at our website through the Link generated by you. Commissions will only be tracked and paid when the customer makes a purchase within the same visit that originates from your Link. We will track all qualified purchases generated by you and your Links, and will make this information available to you through LipoBelt’s’s Affiliate Dashboard. All such reports shall be un-audited. We shall have no obligation to provide you with any specific information relative to any customer, regardless of whether they access our website through your Link. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between you and our website are properly formatted. We are not responsible for the failure to assign any sale or commissions to you resulting from the improper formatting of the Link from your website or banners. You must assure at all times that the Link is appropriately formatted and immediately report to us any problems that you may have. LipoBelt reserves the right to withhold commission fees for Affiliates who have commissions that are potentially fraudulent as determined by LipoBelt in its sole discretion. We reserve the right to suspend payment of commission fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate. We reserve the right to deduct from Affiliate’s current and future commission fees any and all commission fees corresponding to any fraudulent, questionable, and for returned and refunded purchases. Where no subsequent commission fee is due and owing, we will send Affiliate a bill for the balance of such refunded purchase upon termination of the program. LipoBelt, in its sole discretion, reserves the right to withhold indefinitely any commission fee, and/or to reverse, deny or reject any commission fee, for:
- Any sale which has been refunded.
- All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information.
- If we deem orders to be fraudulent or see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same customer, or referral of customers which do not comply with this Agreement. We review account information (including site content) to assess referrals.
- Altering our Links in any way.
- Affiliates whom we believe may be artificially submitting referred customers, using marketing practices that we deem to be unethical or likely to attract fraudulent orders.
LipoBelt reserves the right to immediately cancel or withhold for later review any commission fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of commission fees. LipoBelt is not obligated to actively notify Affiliates of the status of commission fees.
If an Affiliate has a question about a commission fee that has been cancelled, withheld, or reversed, that Affiliate has 30 days from the day the payment was due to contact LipoBelt to discuss or reclaim the commission fee. Any changes to decisions about cancelled or withheld commission fees are strictly at LipoBelt’s discretion. Any attempt by an Affiliate to manipulate, falsify or inflate referred customers, qualifying purchases or commission fees to intentionally defraud LipoBelt or violate of any of the terms of this Agreement constitutes immediate grounds for termination of this Agreement and will result in forfeiture of any commission fees due to you.
- Commission Fees and Payments The percentages to be paid as commissions and payment terms hereunder are as set forth in Schedule A at the end of this Agreement. LipoBelt will not reimburse nor compensate you for any commission or other consideration other than for qualifying purchases by a referred customer made in accordance with the terms hereof. LipoBelt reserves the right to change and amend the commission rate structure at any time, in our sole discretion.Typically, commissions will be paid to you on a monthly basis within 10-14 business days of the subsequent month for amounts received by LipoBelt during the previous month. We will not guarantee an exact date or calculation of commissions or payments. All payments may be made by company check sent to the address supplied in the Affiliate Program Application. When available, you may choose to receive commission fees in the form of a PayPal account. Please refer to PayPal’s policy to ensure you are eligible to receive payment if you reside outside of the United States. Check payments will only be reissued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied. Paypal payments will only be reissued within 120 days of original issue date in the case of incorrect Paypal address or refusal from Paypal to accept payment. You are responsible for informing LipoBelt and/or updating your Affiliate Profile in the LipoBelt’s Affiliate Dashboard of any changes to postal and Email addresses, as well as any changes to your name, contact information, tax identification number, or other personal information that will impact our ability to issue a valid commission payment. Failure to provide the correct addresses may result in the forfeiture of any commissions due to you. Commission fees that are returned for invalid or insufficient address information, or for other reasons may be forfeited as well. LipoBelt is not responsible for any third-party fees charged by PayPal, bank or other financial institute charges used to receive Affiliate commission fees. You can update or change desired payment form, or change your payment address at any time by updating your Affiliate Profile located in the LipoBelt’s Affiliate Dashboard. Changes to desired payment form may take up to two payout cycles to take affect. Any address changes must be made at least 15 business days prior to the end of the calendar month in order for commissions for that month to be sent to the revised address. LipoBelt, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted. Disputes: Affiliate has access to LipoBelt’s real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 30 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 30 days of the date on which the qualified purchase occurred will not be accepted by LipoBelt and Affiliate forfeits forever any rights to a potential claim.
- Taxes and Payment Information It is the Affiliate’s responsibility to provide LipoBelt with the tax and payment information required to issue a commission fee to you. If we do not receive the necessary tax or payment information within 90 days of a commission fee being earned, we will consider that commission fee to be forfeited by the Affiliate, and no payment will be issued. Each Affiliate is required to submit a W8/W9 tax form before we will issue any commission fees. You are responsible for the payment of all taxes related to the commissions you earn under this Agreement. In compliance with tax laws, we will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099. You will be required to provide us with proper address, tax forms (including W8/W9 or other tax forms) or information within two (2) days of any request by us to issue a Form 1099.
- Trademarks and Copyrights The Affiliate is granted a non-exclusive, non-transferable, limited term license, and revocable right to access our website through Links solely in accordance with the terms of this Agreement, and solely in connection with such Links, to use our trademarks, logos, copyright material, and similar identifying material relating to LipoBelt (collectively, the “Licensed Materials”) for the sole purpose of selling LipoBelt products. Affiliates may only use the images that we specifically make available to Affiliate Program members in the form, size, content, and appearance that we provide. Affiliates may not distribute, reproduce, modify, or amend these images in any way. These items may only be used if they contain a Link to our website. Affiliates are not permitted to use any other proprietary materials, including but not limited to, trademarks, copyrights, logos, text, and any other materials that belong to LipoBelt or to any other party, and which may appear on our website. Affiliates are only entitled to use the Licensed Materials to the extent that you are an Affiliate Program member in good standing of the LipoBelt Affiliate Program. You agree not to use the Licensed Materials in any manner that is damaging, defamatory, disparaging, derogatory, or that otherwise portrays LipoBelt, any LipoBelt employee, representative, or agent in a negative light. You agree that LipoBelt retains all rights, title and interest in and to all such materials, and will retain all goodwill and other value associated with any of these materials.We may revoke the limited license granted hereunder at any time in writing to the Affiliate. We may also terminate this license upon notice to the Affiliate in the event that the Affiliate’s use of these items is contrary to or does not conform to its standards, such standards to be determined in our sole and absolute discretion. Upon termination or revocation, the Affiliate will immediately cease from any use of all Licensed Materials. As an Affiliate Program member, you grant to LipoBelt a non-exclusive right and license to utilize your trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, publicizing, or marketing the Affiliate participation in the LipoBelt Affiliate Program. You represent and warrant to LipoBelt that no other party has any rights in and to any of these materials, and that these materials do not infringe upon or otherwise interfere with the rights of any other party. Affiliate represents to have the right, power, and authority to license said materials to LipoBelt as aforesaid and that Affiliate is not under any legal or contractual limitation on the right to so license these materials. We have no obligation and shall not be required to announce, advertise, market, promote, or publicize your participation in the LipoBelt Affiliate Program, but reserves the right to do the same at our sole discretion. This license shall terminate upon expiration, revocation, or termination of this Agreement.
- Termination The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will continue until terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Affiliate at the Email address indicated in the Affiliate Program Application. Any and all notices to the Affiliate via Email at such address shall be deemed to be effective notice to the Affiliate for all purposes. Affiliate will have a right to receive its accrued commissions on qualified purchases occurring during the term, and commission fees earned through the date of termination will remain payable only if the orders for the related LipoBelt products are not returned and refunded, and you comply with all terms as set forth in this Agreement. We retain the right to withhold your final payment of commission fees for a reasonable time to ensure that all qualified purchases are valid, that the amount to be paid to Affiliate is accurate and not subject to later adjustment for returns or any other reason, and payment from referred customers are legitimate as determined by LipoBelt in our sole discretion. Any Affiliate who violates either this Agreement or LipoBelt’s terms and conditions will immediately forfeit any right to any and all accrued commissions fees and will be removed from the LipoBelt Affiliate Program. LipoBelt reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in our sole discretion. Without limitation, your participation in the LipoBelt Affiliate Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate’s violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
- Modification We may modify any of the terms and conditions contained in this Agreement at any time at our sole discretion. In such event, you will be notified of such changes via Email at the Email address indicated in the Affiliate Program Application and/or by posting such changes in the LipoBelt Affiliate Agreement viewable within LipoBelt’s.com. Such changes and modifications will take effect upon transmission of Email or posting to the LipoBelt’s website. Modifications may include, but are not limited to, changes in the scope of available commissions, commission amounts/percentages, payment procedures, commission fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, termination of this Agreement is your sole and exclusive remedy. Your continued participation in LipoBelt Affiliate Program following the posting of the change notice or new Agreement will indicate your agreement and acceptance of any and all such changes.
- Disclaimer WE HEREBY DISCLAIM ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY LIPOBELT PRODUCTS SOLD THROUGH THE LIPOBELT AFFILIATE PROGRAM INCLUDING, WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING THE TRACKING OF INFORMATION ABOUT REFERRED CUSTOMERS DURING THE PERIOD OF INTERRUPTION, ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS OUR WEBSITE OR TO ACCESS OUR WEBSITE USING THE LINKPROVIDED TO YOU.
- Representations and Warranties You hereby represent and warrant to us as follows:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
- The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
- You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
- No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
- There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
- During the term of the Agreement, you will not include in your website content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our terms and policies.
- You are at least sixteen (16) years of age.
- Each referred customer and each qualifying purchase referred or submitted by you to us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a commission fee as provided in this Agreement.
- Limitations of Liability WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND TOOK NO ACTION TO PREVENT THE SAME. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LIPOBELT’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE,STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
- Relationship of Parties You and LipoBelt are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf, or to bind LipoBelt to any obligation, agreement, debt, or liability. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
- Indemnification You hereby agree to indemnify and hold harmless LipoBelt and our subsidiaries and affiliates, and their directors, officers, employees, agents, successors and assigns, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, suits, judgments, threats, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of, in whole or in part, upon your participation in the LipoBelt Affiliate Program or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach (directly or indirectly) of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, its development, operation, maintenance and content therein not attributable to LipoBelt.
- Confidentiality Each of the parties hereto agree that any and all information disclosed to you through your participation in the Affiliate Program related in any way to LipoBelt which we deem confidential and proprietary, including, without limitation, the terms of this Agreement, changes or modifications to this Agreement or this Affiliate Program, LipoBelt and vendor lists, and pricing and sales information, or any special treatment that you may receive (which we reserve the right to provide in our sole discretion to any affiliate) shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement or for your own purpose. Confidential information may also include, without limitation, any and all information related to LipoBelt business, product technology, business plans, marketing plans, user statistics, financial information, profits, membership information, affiliations, and all other information we consider to be confidential and proprietary.
- Independent Investigation Your application submission acknowledges that you have read this Agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit LipoBelt relationships on terms that may differ from those contained in this agreement. We may also solicit LipoBelt relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the LipoBelt Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
- Governing Law The laws of the United States and the State of Utah will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the Federal or State courts of Utah, and you irrevocably consent to the jurisdiction of such courts.
- Assignment This Agreement is only for the benefit of the party that you list in the Affiliate Program Application. You may not assign this Agreement or any benefits or obligation hereunder, by operation of law or otherwise, to any other party or legal entity. Any attempted assignment shall be void. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
- Entire Agreement This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended in writing by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the Agreement set forth herein. If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM APPLICATION, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING ANY COMMISSION FEES FROM US.