1. Company shall make available to Affiliate certain graphic or textual material for display and use on the Affiliate website and social media (the “Promotional Materials”). The Affiliate’s use and display of any Promotional Materials on the Affiliate’s website and social media shall conform to the following terms, conditions and specifications:A. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website, social media, and products or services.B. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from the Company for such alteration or modification.The Promotional Materials will be used to link only to the website and social media pages specified by Company.C. Affiliate may not create or design website, make claims, or operate in a manner which leads customers to believe they are Company.2. Company grants Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement. Affiliate grants Company a non-revocable, non-exclusive, worldwide, royalty-free license to use, alter, add to, subtract from, modify, or create derivative works from any audio, photo, video, or written content created by Affiliate under this Agreement.3. Affiliate is responsible for disclosing that any links provided on its website or marketed to potential customers by other means are affiliate links in accordance with the Federal Trade Commission Act. Affiliate is responsible for all materials that appear on Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.4. Company reserves the right to reject any orders for any reason. Commissions will be reduced for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser in the amount of the cancellation, return, or refund.5. The Company will handle all aspects of customer service for customers who purchase through the Affiliate’s Link including customer inquiries, product orders, customer billing and collection, and product shipment/delivery. Company reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time without any advanced notice to the Affiliate or customers purchasing through the Affiliate’s Link. Affiliate shall not reach out to Company’s customers directly.6. All Pay-Per-Click Advertising, including marketing copy and photos, must be approved by Company in writing ahead of ad submission.7. Affiliate acknowledges that this is a personal services agreement and there is no right to assign, transfer, delegate or subcontract any of the rights or obligations under this Agreement without the prior written consent of Company.8. Affiliate represents, warrants, and covenants that its website does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner. AFFILIATE SHALL NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE WITH THE PROMOTION OF COMPANY’S PRODUCTS OR SERVICES.9. Miscellaneous.(a) LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO AFFILIATE FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.(b) Indemnification. Affiliate agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors, service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to this Agreement.(c) Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of New York, without giving effect to principles of conflicts of law.(d) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.(e) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.The parties have executed this Agreement as of the date that Affiliate joins the Affiliate Program.
