Douglass
Program Terms
MASTER CAMPAIGN AGREEMENT
KEISER CORPORATION AFFILIATE MARKETING RELATIONSHIP – ShareASale PLATFORM
1. OVERVIEW
A. Keiser Corporation (“Advertiser”) operates websites, including www.keiser.com, theride.keiser.com, and education.keiser.com (hereinafter "Destination Sites"). As part of these Destination Websites, Advertiser offers an affiliate marketing and sales program through which approved companies operating their own websites and/or subscription email services ("Media Partners" or “you” herein) are granted a limited, nonexclusive right to: (i) advertise and promote specified Advertiser's goods and services in a manner in compliance with this Master Campaign Agreement (including Schedule 1) between Advertiser and Media Partner (hereinafter “Master Agreement” (ii) post or circulate an approved graphical or textual internet hyper-link to the Destination Sites, and (iii) direct visitors to the Destination Sites designated by Advertiser.
2. PAID SEARCH CAMPAIGNS
A. Use and Limitations
1. Media Partners are granted a limited, non-exclusive, and conditional right to establish and maintain a Paid Search Engine Marketing Campaign (Hereafter “SEM Campaign”) using the "Keiser" brand name, the "M Series" brand name, the "M3" or “M3i” brand name, the “M5” or “M5i” brand name, the “M7 or “M7i” brand name, or any claimed Advertiser trademarked defined in Schedule A under “Approved SEM Campaign Terms,” exclusively when Advertiser is not maintaining an active SEM Campaign using the "Keiser" brand name, the "M Series" brand name, the "M3" or “M3i” brand name, the “M5” or “M5i” brand name, the “M7 or “M7i” brand name, or any other claimed Advertiser trademark or domain name defined in Schedule A.
2. Media Partners may not use any claimed Advertiser trademark in their SEM Campaigns listed in Schedule A under “Restricted Terms.”
3. Non-trademarked terms related to Advertiser’s brand, or products, can be used by Media Partners in any paid search engine campaigns of similar style and scope without this restriction.
4. Advertiser will notify Media Partners when Advertiser’s SEM Campaign will begin, with sufficient notice to allow Media Partners to temporarily disable their SEM Campaigns. Media partners are expected to disable their SEM Campaigns on or before the date that Advertiser will begin their SEM Campaign.
5. Media Partners acknowledge that Advertiser cannot guarantee the results or effectiveness of Media Partner’s SEM Campaigns, and that all Media Partners are solely responsible for the costs, maintenance, labor, and any other responsibilities or liabilities associated with a Media Partner’s SEM Campaign.
B. Quality Control
1. Media Partners are exclusively responsible for maintaining their SEM Campaign to Advertiser’s standards of quality.
2. Advertiser reserves the right to monitor and review a Media Partner’s SEM Campaign to ensure the SEM Campaign meets Advertiser’s standards of quality.
3. MISCELLANEOUS SPECIAL TERMS AND CONDITIONS
A. Media Partners may not purchase or use any domain including any terms defined in Schedule A.
B. If Media Partner has more than one website and Media Partner wishes to utilize more than one site for this program, the Media Partner must disclose each participating URL to Advertiser.
C. Media Partner may not make any representations, either express or implied, or create an appearance that a visitor to the Media Partner’s website is visiting any of the Destination Sites or any other Advertiser website. (For example, Media Partner may not "frame" a Destination Site without Advertiser's prior written approval.)
D. Media Partner may not state or imply that it is an associate partner or agent of Advertiser or take any action that could reasonably cause customers confusion as to Advertiser’s relationship with Media Partner.
E. Media Partner shall comply with applicable federal, national, state and local laws, rules, regulations, guidelines and acts of government authorities regarding advertising, including without limitation, those promulgated by the United States Federal Trade Commission ("FTC") regarding sponsored advertisements and related disclosures such as the FTC Guides on the Use of Endorsements and Testimonials in Advertising and the related FAQs, as well as with Keiser Influencer Policy (For 3rd Parties), attached as Schedule B and incorporated into this Supplemental Agreement by reference.
F. Advertiser has the right, in its sole discretion, to monitor approved Media Partner sites at any time to determine that Media Partner is in compliance with the terms of this Supplemental Agreement; and Media Partner agrees to provide Advertiser with unrestricted access to its participating websites for such purpose.
G. Media Partner may not induce or assist anyone to take any action that Media Partner is forbidden to take under this Supplemental Agreement.
3. TERMINATION
A. Advertiser may terminate the Master Agreement immediately in the event that Media Partner: (i) operates an illegal business through its website and/or subscription email list; (ii) engages in any illegal activity of any type, including but not limited to displaying illegal content on its website and/or in its subscription e-mails or offering any illegal goods or services through its website and/or subscription e-mails; (iii) its website or e-mail link to its websites contain or promote anycontent which Advertiser, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic; (iv) engages in indiscriminate or unsolicited commercial advertising e-mails; (v) places links to a Destination Site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guest books, IRC channels or through similar Internet resources; (vi) causes or enables links to a Destination Site which are not made in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects; (vii) establishes or causes to be established any promotion that provides any rewards, points or compensation for qualified leads, or that allows third parties to place links to the Destination Site without Advertiser’s prior written permission; (viii) breaches any other intellectual property right, provision of the Master Agreement, or infringes any trademarks or brands; and/or (ix) dilutes, blurs or tarnishes the value of Advertiser’s marks. If Advertiser terminates based on this Section 3(A), in anticipation of the difficulty of determining the actual damages, Advertiser shall be entitled to liquidated damages in the amount of Media partner’s commissions earned under the Master Agreement herein for those transactions that were completed during the time period in which the Media Partner was in violation of 3(A).
B. For purposes of notification of termination by Advertiser pursuant to Section 3(A), delivery via email or another communication channel as monitored and approved by ShareASale is considered a written and immediate form of notification.
C. Upon any termination of this Master Campaign Agreement, Advertiser and Media Partner will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein.
D. Upon termination of the Master Agreement, (i) Advertiser's acceptance of additional referrals obtained through Media Partner shall not constitute a continuation or renewal of the Master Agreement or a waiver of such termination, (ii) Media Partner shall be entitled only to those unpaid commissions, if valid, earned by Media Partner on or prior to the date of termination; (iii) Media Partner shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licenses of Media Partner hereunder shall immediately terminate; and (v) Media Partner shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Advertiser.
4. ADDITIONAL TERMS
A. Media Partner shall not assign, transfer or delegate its obligations under this Master Campaign Agreement, either in whole or in part, without the prior written consent of Advertiser. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
B. The provisions of this Master Campaign Agreement are severable. If any provision of this Master Campaign Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Master Campaign Agreement that can be given effect.
C. No delay or failure by Advertiser in exercising any right under this Master Campaign Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. The rights and remedies of Advertiser are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof or any other remedy. For the avoidance of doubt, nothing in this Master Campaign Agreement shall be construed to limit any non-contract remedy that Advertiser may have against Media Partner if Media Partner infringes Advertiser’s intellectual property or other proprietary rights. Media Partner acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Master Campaign Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, without the necessity of posting a bond therefore.
E. This Master Campaign Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Master Campaign Agreement.
F. By using the automatic facility located on the ShareASale site, and by clicking-through the acceptance button that accepts the Master Campaign Agreement, Media Partner executes, accepts, enters into, and becomes party to this Supplemental Agreement, effective on the date of acceptance of an EIO by Advertiser.
G. This Master Campaign Agreement be governed by the laws of the State of California without regard to its choice of law provisions. The exclusive forum for any actions related to the Master Agreement and this Supplemental Agreement shall be in the Federal or State courts having jurisdiction in Fresno County, California. Media Partner consents to such venue and jurisdiction.
H. The parties to this agreement agree that each shall treat as confidential all information provided by a party to the other regarding the party’s business and operations, including without limitation shared business practices, sales, budgets, keywords, or any other communications.
I. All confidential information provided shall be used solely for the purposes of rendering services pursuant to this Master Campaign Agreement and, except as may be required in carrying out the terms of this Master Campaign Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available.
SCHEDULE A
DOMAINS
Keiser.com
education.keiser.com
theride.keiser.com
APPROVED SEM CAMPAIGN TERMS
Keiser M Series
Keiser M3i Indoor Bike
Keiser M3 Indoor Bike
Keiser M5 Strider Elliptical Machine
Keiser M5i Strider Elliptical Machine
Keiser M3i Total Body Trainer
Keiser M7i Total Body Recumbent Stepper
Keiser M7i Total Body Wheelchair Stepper
RESTRICTED TERMS
Keiser Air 250 Series
Keiser A-250 Series
Keiser Air 250 Abdominal
Keiser Air 250 Lower Back
Keiser Air 250 Seated Leg Curl
Keiser Air 250 Leg Extension
Keiser Air 250 Standing Hip
Keiser Air 250 Upper Back
Keiser Air 250 Lat Pull Down
Keiser Air 250 Seated Chest Press
Keiser Air 250 Military Press
Keiser Air 250 Arm Curl
Keiser Air 250 Triceps
Keiser A-250 Abdominal
Keiser A-250 Lower Back
Keiser A-250 Seated Leg Curl
Keiser A-250 Leg Extension
Keiser A-250 Standing Hip
Keiser A-250 Upper Back
Keiser A-250 Lat Pull Down
Keiser A-250 Seated Chest Press
Keiser A-250 Military Press
Keiser A-250 Arm Curl
Keiser A-250 Triceps
Keiser Air 300 Series
Keiser A-300 Series
Keiser Air 300 Leg Press
Keiser Air 300 Runner
Keiser Air 300 Squat
Keiser Air 300 Squat Pro
Keiser Air 300 Belt Squat
Keiser Air 300 Tall Squat
Keiser Air 300 Seated Calf
Keiser Air 300 Leg Curl Pro
Keiser Air 300 Leg Extension Pro
Keiser Air 300 Hip Abductor
Keiser Air 300 Hip Adductor
Keiser Air 300 Chest Pro
Keiser A-300 Leg Press
Keiser A-300 Runner
Keiser A-300 Squat
Keiser A-300 Squat Pro
Keiser A-300 Belt Squat
Keiser A-300 Tall Squat
Keiser A-300 Seated Calf
Keiser A-300 Leg Curl Pro
Keiser A-300 Leg Extension Pro
Keiser A-300 Hip Abductor
Keiser A-300 Hip Adductor
Keiser A-300 Chest Pro
Keiser Air 350 Series
Keiser A-350 Series
Keiser Air 350 Biaxial Upper Back
Keiser Air 350 Seated Butterfly
Keiser Air 350 Biaxial Chest press
Keiser A-350 Biaxial Upper Back
Keiser A-350 Seated Butterfly
Keiser A-350 Biaxial Chest press
Keiser Infinity Series
Keiser Performance Trainer
Keiser Six Pack
Keiser Triple Trainer
Keiser Functional Trainer
Keiser Racks
Keiser Power Rack
Keiser Half Rack
Keiser Half Rack Long Base
Keiser Rack and a Half
Keiser Racks without Air
Keiser Force Machine
Keiser Stretch Corner
SCHEDULE B
KEISER INFLUENCER POLICY
All those who have a material connection with Keiser, must comply with (i) the FTC’s
Endorsements Guides and related FAQs; (ii) terms, conditions, and policies of any platform or
site on which your communications or content is posted; and (iii) the policies in this document,
which may be updated from time to time ("Policies"). You must tell people if you receive any free
items (e.g. equipment), payment, incentive, or discount from Keiser when you post or share
content that promotes Keiser. If you fail to disclose your connection to Keiser, you violate any of
these Policies, or we receive an inquiry or complaint about your activities, we may discontinue
our relationship with you, and require return of any compensation. You also agree to indemnify
and hold Keiser harmless for all related claims and liabilities.
1. When must I disclose that I have a connection to Keiser?
You must make a disclosure if you receive or have received any payment,
incentive, discount, or free item from Keiser or a third party on behalf of Keiser
and you post or share content that promotes Keiser or Keiser equipment,
product, or service. The need to disclose your connection to Keiser applies even
if what you post about Keiser was not affected by the payment, incentive,
discount, or free items. Likewise, the need to disclose your connection to Keiser
applies if your employer works as a vendor (e.g., an ad agency) for Keiser. Even
if you are only retained by Keiser to do one thing (such as appearing in Keiser
training video) you must also disclose your connection to Keiser if you reference
or promote Keiser or its equipment separately through social media channels
(e.g., if you make a tweet, snap, TikTok video, Instagram story or Facebook
post). You may need to continue to disclose your connection to Keiser if you post
about Keiser equipment even after you have fulfilled your posting commitments.
Please consult with Keiser as to when you may stop making disclosures. When
in doubt, disclose your connection to Keiser.
2. What should I say to disclose that I have a connection to Keiser?
Use plain language – and in your own voice. Tell people as clearly as possible
that you received a free item/equipment, payment or incentive from Keiser and
the nature of your relationship with Keiser (e.g., whether you received something
for free, were paid, etc.). A factual sentence put in the context of the rest of the
content is often best, for example, “Keiser gave me this equipment for free so I
could review it”, or “I have been hired by Keiser to promote…”, or “I receive a
commission from Keiser when you click on a link and purchase product on Keiser
websites.” “Thanks Keiser!” is too vague and not a sufficient disclosure. Any
disclosure on Facebook or Instagram must be at the beginning of your post so
that it is visible to a reader without having to click the “more” link. If an
explanatory sentence doesn’t work for the platform at issue (e.g., Twitter), use a
hashtag that is appropriate for your situation, such as #KeiserSponsored,
#KeiserPromotion, #ad, #Sponsored (not #Sp or #Spon), or #paid at the
beginning of the post.
Be honest. Make sure your statements are true and not misleading. Don’t give
an opinion on equipment you haven't used. Don't misrepresent your weight loss
or muscle building. Don't misstate any fitness credentials. Your activities should
reflect your personal experience and honest opinion. If you receive free
equipment and are also paid for your post or message, you cannot only disclose
the free equipment. You must also say that you have been paid.
No Medical/Disease/Safety Claims. Do not make representations that Keiser or
its products have medical benefits, have an effect on disease or safety
features/benefits. For example, do NOT make statements such as "treats
cancer," "reduces the risk of heart disease," or "prevents colds and flu." Do not
claim that Keiser equipment causes rapid weight loss. Do not tout the safety
features of Keiser equipment. True statements regarding your personal
experience are acceptable (e.g. "working out with Keiser helped me to
incorporate more versatility into my routine,” "The Ride app and Keiser’s M3i
indoor bike is a regular part of my healthy routine," etc.).
Keep it clean. Do not make comments that invade privacy, libel, slander,
defame, are hateful, racist, bigoted, promote physical harm, inappropriate,
offensive, harassing (including sexual harassment), discriminatory, politically
charged, pornographic, and/or participate in behavior that is not acceptable in a
public forum or otherwise illegal or immoral.
Confidentiality. Do not disclose any confidential information, including nonpublic plans about Keiser equipment.
You’re responsible for your content. Use only original material created by you
or used with written permission of the originator.
Are there 3rd parties mentioned/shown in your posts? If any individuals are
shown, heard, or referenced in your communications, you must get signed
releases for them. This applies to all photographs and video whether taken by
you or a third party.
3. Where and how do I say that I have a connection to Keiser?
Make it prominent. Put the disclosure directly in the post, message, tweet,
photo, graphic, or video itself and make it stand out. Use bold, italic, or different
color font (or some combination of those) if that would help. Do not bury the
disclosures at the end of a post or among a bunch of other hashtags. Your
disclosure obligations are not satisfied by merely telling people you have a
connection to Keiser on a page people click to from your initial post. The
disclosure must be unavoidable, easily noticeable, and difficult to miss. The
disclosure must be in the same language as the one primarily used for the rest of
the content. Take care not to inadvertently contradict the disclosure with other
statements or content.
Consider your audience expectations. If you do not normally post about
companies with whom you have a connection, any post about Keiser must
include the disclosure before people can read or view your post (e.g., before a
user clicks to watch a video in which you praise Keiser).
If you have an ongoing relationship with Keiser, identifying your relationship
to Keiser in your “About me” section of your blog/page/account or in your profile
on social media platforms is a good idea, but it is not a substitute for the
disclosure requirements discussed in these Policies.
For social media or blog posts, use hashtags to work with space limitations.
Do not bury disclosure hashtags in a string of other tags. Make your disclosure
visible without the reader needing to scroll, click, or hunt. If you are using a
service that truncates your post after a few lines and you make an endorsement
before the break (either in a photo or the first few lines of text), then your
disclosure must appear before the break, too. Include the disclosure even if you
are re-posting, re-tweeting, or sharing someone else’s content. For a post, snap,
story or tweet that drives traffic to influencer’s video or image on another site or
platform, both the post, story or tweet and the video/image on another site or
platform must include a disclosure (e.g., “I love my new Keiser M3i. Click here to
see how much. #Ad”).
For videos or an ongoing conversation (like a TikTok, live blog or live
tweeting session), put written and oral disclosures in the video, story, and
livestream itself at the beginning of the video, story and livestream. (Never rely
only on oral disclosures in a video, story, or livestream as it is common for users
on some social platforms to watch videos without sound.) You can make the
disclosure in a banner or caption on the screen, a title or end card, or both (in the
video description, separate from the video itself, is not enough, but is required).
For a short video/session (three [3] minutes or less), include the disclosure at the
beginning of the video. For a lengthy video/session (three [3] minutes or more),
leave the disclosure on the screen (if possible) or make periodic disclosures over
the course of the video/session. Make the disclosure stand out (e.g., bold, italic,
and/or different color font). Written disclosures must stay on the screen long
enough to be easily read and understood. If the platform runs ads on the screen,
place the disclosure where it will not be obscured (e.g., YouTube may run ads
across the bottom of the video).
For photos, images, or graphics, include a disclosure even if there is no
accompanying text (e.g., if you post a picture of Keiser equipment after receiving
something of value from Keiser). Include a disclosure on the image as you would
for a video (above). If it’s not possible to include a disclosure on the image itself,
put the disclosure in a prominent place alongside it (e.g., in the post or tweet). On
platforms (including Instagram), the disclosure must not be placed after a “more”
or similar button in the post.
Make sure the disclosure can travel if your post, tweet, photo, or video is
shared. For example, put the disclosure first, and embed in the video. The
disclosure can't just appear in the description that accompanies the video
because, for example, with TikTok the description may not travel when the
TikTok video is shared on Instagram.
Include the disclosure even if you are re-posting, re-tweeting, or sharing
someone else’s content.
If you are unsure how to make disclosures, talk with your Keiser contact. If
the platform you are using has a tool for identifying sponsored content, you may
be able to use that tool as an extra measure, but it cannot be your only
disclosure. You must still disclose your connection to Keiser as described in
these Policies.
4. Product or Service Claims. Only Keiser should make claims about how our products or
services work and their results. If you do not know whether you are making a claim,
contact your Keiser representative for clarification.
KEISER CORPORATION AFFILIATE MARKETING RELATIONSHIP – ShareASale PLATFORM
1. OVERVIEW
A. Keiser Corporation (“Advertiser”) operates websites, including www.keiser.com, theride.keiser.com, and education.keiser.com (hereinafter "Destination Sites"). As part of these Destination Websites, Advertiser offers an affiliate marketing and sales program through which approved companies operating their own websites and/or subscription email services ("Media Partners" or “you” herein) are granted a limited, nonexclusive right to: (i) advertise and promote specified Advertiser's goods and services in a manner in compliance with this Master Campaign Agreement (including Schedule 1) between Advertiser and Media Partner (hereinafter “Master Agreement” (ii) post or circulate an approved graphical or textual internet hyper-link to the Destination Sites, and (iii) direct visitors to the Destination Sites designated by Advertiser.
2. PAID SEARCH CAMPAIGNS
A. Use and Limitations
1. Media Partners are granted a limited, non-exclusive, and conditional right to establish and maintain a Paid Search Engine Marketing Campaign (Hereafter “SEM Campaign”) using the "Keiser" brand name, the "M Series" brand name, the "M3" or “M3i” brand name, the “M5” or “M5i” brand name, the “M7 or “M7i” brand name, or any claimed Advertiser trademarked defined in Schedule A under “Approved SEM Campaign Terms,” exclusively when Advertiser is not maintaining an active SEM Campaign using the "Keiser" brand name, the "M Series" brand name, the "M3" or “M3i” brand name, the “M5” or “M5i” brand name, the “M7 or “M7i” brand name, or any other claimed Advertiser trademark or domain name defined in Schedule A.
2. Media Partners may not use any claimed Advertiser trademark in their SEM Campaigns listed in Schedule A under “Restricted Terms.”
3. Non-trademarked terms related to Advertiser’s brand, or products, can be used by Media Partners in any paid search engine campaigns of similar style and scope without this restriction.
4. Advertiser will notify Media Partners when Advertiser’s SEM Campaign will begin, with sufficient notice to allow Media Partners to temporarily disable their SEM Campaigns. Media partners are expected to disable their SEM Campaigns on or before the date that Advertiser will begin their SEM Campaign.
5. Media Partners acknowledge that Advertiser cannot guarantee the results or effectiveness of Media Partner’s SEM Campaigns, and that all Media Partners are solely responsible for the costs, maintenance, labor, and any other responsibilities or liabilities associated with a Media Partner’s SEM Campaign.
B. Quality Control
1. Media Partners are exclusively responsible for maintaining their SEM Campaign to Advertiser’s standards of quality.
2. Advertiser reserves the right to monitor and review a Media Partner’s SEM Campaign to ensure the SEM Campaign meets Advertiser’s standards of quality.
3. MISCELLANEOUS SPECIAL TERMS AND CONDITIONS
A. Media Partners may not purchase or use any domain including any terms defined in Schedule A.
B. If Media Partner has more than one website and Media Partner wishes to utilize more than one site for this program, the Media Partner must disclose each participating URL to Advertiser.
C. Media Partner may not make any representations, either express or implied, or create an appearance that a visitor to the Media Partner’s website is visiting any of the Destination Sites or any other Advertiser website. (For example, Media Partner may not "frame" a Destination Site without Advertiser's prior written approval.)
D. Media Partner may not state or imply that it is an associate partner or agent of Advertiser or take any action that could reasonably cause customers confusion as to Advertiser’s relationship with Media Partner.
E. Media Partner shall comply with applicable federal, national, state and local laws, rules, regulations, guidelines and acts of government authorities regarding advertising, including without limitation, those promulgated by the United States Federal Trade Commission ("FTC") regarding sponsored advertisements and related disclosures such as the FTC Guides on the Use of Endorsements and Testimonials in Advertising and the related FAQs, as well as with Keiser Influencer Policy (For 3rd Parties), attached as Schedule B and incorporated into this Supplemental Agreement by reference.
F. Advertiser has the right, in its sole discretion, to monitor approved Media Partner sites at any time to determine that Media Partner is in compliance with the terms of this Supplemental Agreement; and Media Partner agrees to provide Advertiser with unrestricted access to its participating websites for such purpose.
G. Media Partner may not induce or assist anyone to take any action that Media Partner is forbidden to take under this Supplemental Agreement.
3. TERMINATION
A. Advertiser may terminate the Master Agreement immediately in the event that Media Partner: (i) operates an illegal business through its website and/or subscription email list; (ii) engages in any illegal activity of any type, including but not limited to displaying illegal content on its website and/or in its subscription e-mails or offering any illegal goods or services through its website and/or subscription e-mails; (iii) its website or e-mail link to its websites contain or promote anycontent which Advertiser, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic; (iv) engages in indiscriminate or unsolicited commercial advertising e-mails; (v) places links to a Destination Site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guest books, IRC channels or through similar Internet resources; (vi) causes or enables links to a Destination Site which are not made in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects; (vii) establishes or causes to be established any promotion that provides any rewards, points or compensation for qualified leads, or that allows third parties to place links to the Destination Site without Advertiser’s prior written permission; (viii) breaches any other intellectual property right, provision of the Master Agreement, or infringes any trademarks or brands; and/or (ix) dilutes, blurs or tarnishes the value of Advertiser’s marks. If Advertiser terminates based on this Section 3(A), in anticipation of the difficulty of determining the actual damages, Advertiser shall be entitled to liquidated damages in the amount of Media partner’s commissions earned under the Master Agreement herein for those transactions that were completed during the time period in which the Media Partner was in violation of 3(A).
B. For purposes of notification of termination by Advertiser pursuant to Section 3(A), delivery via email or another communication channel as monitored and approved by ShareASale is considered a written and immediate form of notification.
C. Upon any termination of this Master Campaign Agreement, Advertiser and Media Partner will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein.
D. Upon termination of the Master Agreement, (i) Advertiser's acceptance of additional referrals obtained through Media Partner shall not constitute a continuation or renewal of the Master Agreement or a waiver of such termination, (ii) Media Partner shall be entitled only to those unpaid commissions, if valid, earned by Media Partner on or prior to the date of termination; (iii) Media Partner shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licenses of Media Partner hereunder shall immediately terminate; and (v) Media Partner shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Advertiser.
4. ADDITIONAL TERMS
A. Media Partner shall not assign, transfer or delegate its obligations under this Master Campaign Agreement, either in whole or in part, without the prior written consent of Advertiser. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
B. The provisions of this Master Campaign Agreement are severable. If any provision of this Master Campaign Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Master Campaign Agreement that can be given effect.
C. No delay or failure by Advertiser in exercising any right under this Master Campaign Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. The rights and remedies of Advertiser are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof or any other remedy. For the avoidance of doubt, nothing in this Master Campaign Agreement shall be construed to limit any non-contract remedy that Advertiser may have against Media Partner if Media Partner infringes Advertiser’s intellectual property or other proprietary rights. Media Partner acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Master Campaign Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, without the necessity of posting a bond therefore.
E. This Master Campaign Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Master Campaign Agreement.
F. By using the automatic facility located on the ShareASale site, and by clicking-through the acceptance button that accepts the Master Campaign Agreement, Media Partner executes, accepts, enters into, and becomes party to this Supplemental Agreement, effective on the date of acceptance of an EIO by Advertiser.
G. This Master Campaign Agreement be governed by the laws of the State of California without regard to its choice of law provisions. The exclusive forum for any actions related to the Master Agreement and this Supplemental Agreement shall be in the Federal or State courts having jurisdiction in Fresno County, California. Media Partner consents to such venue and jurisdiction.
H. The parties to this agreement agree that each shall treat as confidential all information provided by a party to the other regarding the party’s business and operations, including without limitation shared business practices, sales, budgets, keywords, or any other communications.
I. All confidential information provided shall be used solely for the purposes of rendering services pursuant to this Master Campaign Agreement and, except as may be required in carrying out the terms of this Master Campaign Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available.
SCHEDULE A
DOMAINS
Keiser.com
education.keiser.com
theride.keiser.com
APPROVED SEM CAMPAIGN TERMS
Keiser M Series
Keiser M3i Indoor Bike
Keiser M3 Indoor Bike
Keiser M5 Strider Elliptical Machine
Keiser M5i Strider Elliptical Machine
Keiser M3i Total Body Trainer
Keiser M7i Total Body Recumbent Stepper
Keiser M7i Total Body Wheelchair Stepper
RESTRICTED TERMS
Keiser Air 250 Series
Keiser A-250 Series
Keiser Air 250 Abdominal
Keiser Air 250 Lower Back
Keiser Air 250 Seated Leg Curl
Keiser Air 250 Leg Extension
Keiser Air 250 Standing Hip
Keiser Air 250 Upper Back
Keiser Air 250 Lat Pull Down
Keiser Air 250 Seated Chest Press
Keiser Air 250 Military Press
Keiser Air 250 Arm Curl
Keiser Air 250 Triceps
Keiser A-250 Abdominal
Keiser A-250 Lower Back
Keiser A-250 Seated Leg Curl
Keiser A-250 Leg Extension
Keiser A-250 Standing Hip
Keiser A-250 Upper Back
Keiser A-250 Lat Pull Down
Keiser A-250 Seated Chest Press
Keiser A-250 Military Press
Keiser A-250 Arm Curl
Keiser A-250 Triceps
Keiser Air 300 Series
Keiser A-300 Series
Keiser Air 300 Leg Press
Keiser Air 300 Runner
Keiser Air 300 Squat
Keiser Air 300 Squat Pro
Keiser Air 300 Belt Squat
Keiser Air 300 Tall Squat
Keiser Air 300 Seated Calf
Keiser Air 300 Leg Curl Pro
Keiser Air 300 Leg Extension Pro
Keiser Air 300 Hip Abductor
Keiser Air 300 Hip Adductor
Keiser Air 300 Chest Pro
Keiser A-300 Leg Press
Keiser A-300 Runner
Keiser A-300 Squat
Keiser A-300 Squat Pro
Keiser A-300 Belt Squat
Keiser A-300 Tall Squat
Keiser A-300 Seated Calf
Keiser A-300 Leg Curl Pro
Keiser A-300 Leg Extension Pro
Keiser A-300 Hip Abductor
Keiser A-300 Hip Adductor
Keiser A-300 Chest Pro
Keiser Air 350 Series
Keiser A-350 Series
Keiser Air 350 Biaxial Upper Back
Keiser Air 350 Seated Butterfly
Keiser Air 350 Biaxial Chest press
Keiser A-350 Biaxial Upper Back
Keiser A-350 Seated Butterfly
Keiser A-350 Biaxial Chest press
Keiser Infinity Series
Keiser Performance Trainer
Keiser Six Pack
Keiser Triple Trainer
Keiser Functional Trainer
Keiser Racks
Keiser Power Rack
Keiser Half Rack
Keiser Half Rack Long Base
Keiser Rack and a Half
Keiser Racks without Air
Keiser Force Machine
Keiser Stretch Corner
SCHEDULE B
KEISER INFLUENCER POLICY
All those who have a material connection with Keiser, must comply with (i) the FTC’s
Endorsements Guides and related FAQs; (ii) terms, conditions, and policies of any platform or
site on which your communications or content is posted; and (iii) the policies in this document,
which may be updated from time to time ("Policies"). You must tell people if you receive any free
items (e.g. equipment), payment, incentive, or discount from Keiser when you post or share
content that promotes Keiser. If you fail to disclose your connection to Keiser, you violate any of
these Policies, or we receive an inquiry or complaint about your activities, we may discontinue
our relationship with you, and require return of any compensation. You also agree to indemnify
and hold Keiser harmless for all related claims and liabilities.
1. When must I disclose that I have a connection to Keiser?
You must make a disclosure if you receive or have received any payment,
incentive, discount, or free item from Keiser or a third party on behalf of Keiser
and you post or share content that promotes Keiser or Keiser equipment,
product, or service. The need to disclose your connection to Keiser applies even
if what you post about Keiser was not affected by the payment, incentive,
discount, or free items. Likewise, the need to disclose your connection to Keiser
applies if your employer works as a vendor (e.g., an ad agency) for Keiser. Even
if you are only retained by Keiser to do one thing (such as appearing in Keiser
training video) you must also disclose your connection to Keiser if you reference
or promote Keiser or its equipment separately through social media channels
(e.g., if you make a tweet, snap, TikTok video, Instagram story or Facebook
post). You may need to continue to disclose your connection to Keiser if you post
about Keiser equipment even after you have fulfilled your posting commitments.
Please consult with Keiser as to when you may stop making disclosures. When
in doubt, disclose your connection to Keiser.
2. What should I say to disclose that I have a connection to Keiser?
Use plain language – and in your own voice. Tell people as clearly as possible
that you received a free item/equipment, payment or incentive from Keiser and
the nature of your relationship with Keiser (e.g., whether you received something
for free, were paid, etc.). A factual sentence put in the context of the rest of the
content is often best, for example, “Keiser gave me this equipment for free so I
could review it”, or “I have been hired by Keiser to promote…”, or “I receive a
commission from Keiser when you click on a link and purchase product on Keiser
websites.” “Thanks Keiser!” is too vague and not a sufficient disclosure. Any
disclosure on Facebook or Instagram must be at the beginning of your post so
that it is visible to a reader without having to click the “more” link. If an
explanatory sentence doesn’t work for the platform at issue (e.g., Twitter), use a
hashtag that is appropriate for your situation, such as #KeiserSponsored,
#KeiserPromotion, #ad, #Sponsored (not #Sp or #Spon), or #paid at the
beginning of the post.
Be honest. Make sure your statements are true and not misleading. Don’t give
an opinion on equipment you haven't used. Don't misrepresent your weight loss
or muscle building. Don't misstate any fitness credentials. Your activities should
reflect your personal experience and honest opinion. If you receive free
equipment and are also paid for your post or message, you cannot only disclose
the free equipment. You must also say that you have been paid.
No Medical/Disease/Safety Claims. Do not make representations that Keiser or
its products have medical benefits, have an effect on disease or safety
features/benefits. For example, do NOT make statements such as "treats
cancer," "reduces the risk of heart disease," or "prevents colds and flu." Do not
claim that Keiser equipment causes rapid weight loss. Do not tout the safety
features of Keiser equipment. True statements regarding your personal
experience are acceptable (e.g. "working out with Keiser helped me to
incorporate more versatility into my routine,” "The Ride app and Keiser’s M3i
indoor bike is a regular part of my healthy routine," etc.).
Keep it clean. Do not make comments that invade privacy, libel, slander,
defame, are hateful, racist, bigoted, promote physical harm, inappropriate,
offensive, harassing (including sexual harassment), discriminatory, politically
charged, pornographic, and/or participate in behavior that is not acceptable in a
public forum or otherwise illegal or immoral.
Confidentiality. Do not disclose any confidential information, including nonpublic plans about Keiser equipment.
You’re responsible for your content. Use only original material created by you
or used with written permission of the originator.
Are there 3rd parties mentioned/shown in your posts? If any individuals are
shown, heard, or referenced in your communications, you must get signed
releases for them. This applies to all photographs and video whether taken by
you or a third party.
3. Where and how do I say that I have a connection to Keiser?
Make it prominent. Put the disclosure directly in the post, message, tweet,
photo, graphic, or video itself and make it stand out. Use bold, italic, or different
color font (or some combination of those) if that would help. Do not bury the
disclosures at the end of a post or among a bunch of other hashtags. Your
disclosure obligations are not satisfied by merely telling people you have a
connection to Keiser on a page people click to from your initial post. The
disclosure must be unavoidable, easily noticeable, and difficult to miss. The
disclosure must be in the same language as the one primarily used for the rest of
the content. Take care not to inadvertently contradict the disclosure with other
statements or content.
Consider your audience expectations. If you do not normally post about
companies with whom you have a connection, any post about Keiser must
include the disclosure before people can read or view your post (e.g., before a
user clicks to watch a video in which you praise Keiser).
If you have an ongoing relationship with Keiser, identifying your relationship
to Keiser in your “About me” section of your blog/page/account or in your profile
on social media platforms is a good idea, but it is not a substitute for the
disclosure requirements discussed in these Policies.
For social media or blog posts, use hashtags to work with space limitations.
Do not bury disclosure hashtags in a string of other tags. Make your disclosure
visible without the reader needing to scroll, click, or hunt. If you are using a
service that truncates your post after a few lines and you make an endorsement
before the break (either in a photo or the first few lines of text), then your
disclosure must appear before the break, too. Include the disclosure even if you
are re-posting, re-tweeting, or sharing someone else’s content. For a post, snap,
story or tweet that drives traffic to influencer’s video or image on another site or
platform, both the post, story or tweet and the video/image on another site or
platform must include a disclosure (e.g., “I love my new Keiser M3i. Click here to
see how much. #Ad”).
For videos or an ongoing conversation (like a TikTok, live blog or live
tweeting session), put written and oral disclosures in the video, story, and
livestream itself at the beginning of the video, story and livestream. (Never rely
only on oral disclosures in a video, story, or livestream as it is common for users
on some social platforms to watch videos without sound.) You can make the
disclosure in a banner or caption on the screen, a title or end card, or both (in the
video description, separate from the video itself, is not enough, but is required).
For a short video/session (three [3] minutes or less), include the disclosure at the
beginning of the video. For a lengthy video/session (three [3] minutes or more),
leave the disclosure on the screen (if possible) or make periodic disclosures over
the course of the video/session. Make the disclosure stand out (e.g., bold, italic,
and/or different color font). Written disclosures must stay on the screen long
enough to be easily read and understood. If the platform runs ads on the screen,
place the disclosure where it will not be obscured (e.g., YouTube may run ads
across the bottom of the video).
For photos, images, or graphics, include a disclosure even if there is no
accompanying text (e.g., if you post a picture of Keiser equipment after receiving
something of value from Keiser). Include a disclosure on the image as you would
for a video (above). If it’s not possible to include a disclosure on the image itself,
put the disclosure in a prominent place alongside it (e.g., in the post or tweet). On
platforms (including Instagram), the disclosure must not be placed after a “more”
or similar button in the post.
Make sure the disclosure can travel if your post, tweet, photo, or video is
shared. For example, put the disclosure first, and embed in the video. The
disclosure can't just appear in the description that accompanies the video
because, for example, with TikTok the description may not travel when the
TikTok video is shared on Instagram.
Include the disclosure even if you are re-posting, re-tweeting, or sharing
someone else’s content.
If you are unsure how to make disclosures, talk with your Keiser contact. If
the platform you are using has a tool for identifying sponsored content, you may
be able to use that tool as an extra measure, but it cannot be your only
disclosure. You must still disclose your connection to Keiser as described in
these Policies.
4. Product or Service Claims. Only Keiser should make claims about how our products or
services work and their results. If you do not know whether you are making a claim,
contact your Keiser representative for clarification.