Medic Alert

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by andbetween Medic Alert Foundation. ("Medic Alert Foundation" or "we"), and the party submitting an application tobecome a Medic Alert Foundation affiliate (“Affiliate”). The terms and conditions contained in this Agreementapply to Affiliate's participation with the Affiliate Program. In connection with the Affiliate Program,Affiliate may see offers (each, an “Offer”) by Medic Alert Foundation or a third party (each such third party a"Client") that may link to a specific web site for that particular Offer ("Program Web Site").Furthermore, each Offer may have additional terms that are incorporated as part of thisAgreement. By submitting an application or participating in an Offer, Affiliate expressly consentsto all the terms and conditions of this Agreement and the individual accepting this Agreementrepresents that he or she has the authority to bind the Affiliate to the terms of this Agreement.Enrollment in the Affiliate ProgramAffiliate must submit an Affiliate Program application from Medic Alert Foundation. Affiliate must provideaccurate and complete information in Affiliate's application. After Medic Alert Foundation reviews Affiliate'sapplication, Medic Alert Foundation will notify Affiliate of Affiliate's acceptance or rejection to the AffiliateProgram. Medic Alert Foundation may accept or reject Affiliate's application at Medic Alert Foundation’s sole discretionfor any reason.Obligations of the PartiesSubject to Medic Alert Foundation’s acceptance of Affiliate as an affiliate and Affiliate's continued compliancewith the terms and conditions of this Agreement, Medic Alert Foundation agrees as follows:1. Medic Alert Foundation will make available to Affiliate via the Affiliate Program graphic and textuallinks to the Program Web Site and/or other creative materials (collectively, the "Links")which Affiliate may display on web sites owned or controlled by Affiliate, in emails sent byAffiliate and in online advertisements (collectively, "Media"). The Links will serve to identifyAffiliate as a member of Medic Alert Foundation’s Affiliate Program and will establish a link fromAffiliate's Media to the Program Web Site.2. Medic Alert Foundation will pay Affiliate for each Qualified Action (the "Commission"). A "QualifiedAction" means an individual person who (i) accesses the Program Web Site via the Link,where the Link is the last link to the Program Web Site, (ii) is not a computer generateduser, such as a robot, spider, computer script or other automated, artificial or fraudulentmethod to appear like an individual, real live person (as determined by Medic Alert Foundation ), (iii)is not using pre-populated fields, (iv) completes all of the information required for suchaction within the time period allowed by Medic Alert Foundation, and (v) is not later determined byMedic Alert Foundation to be fraudulent, incomplete, unqualified or a duplicate user.3. Medic Alert Foundation will pay Affiliate any Commissions earned on a monthly basis, provided thatthe total Commissions Medic Alert Foundation owes you is greater than $25. Accounts with a balanceof less than $25 will roll over to the next month and will continue to roll over monthly untilthe $25 minimum is reached. Medic Alert Foundation reserves the right to charge back to Affiliate'saccount any previously paid Qualified Actions that are later determined to have not metthe requirements to be a Qualified Action.4. Payment for Commissions is dependent upon Clients providing such funds to Medic Alert Foundation,and therefore, Affiliate agrees that Medic Alert Foundation shall only be liable to Affiliate forCommissions to the extent that Medic Alert Foundation has received such funds from the Clients.5. Medic Alert Foundation shall automatically generate an invoice on behalf of Affiliate for allCommissions payable under this Agreement and shall remit payment to Affiliate basedupon that invoice. All tracking of Links and determinations of Qualifed Actions andCommissions shall be made by Medic Alert Foundation in its sole discretion. In the event that Affiliatedisputes in good faith any portion of an invoice, Affiliate must submit that dispute to Medic Alert Foundation in writing and in sufficient detail within thirty (30) days of the date on the invoice. IfAffiliate does not dispute the invoice as set forth herein, then Affiliate agrees that itirrevocably waives any claims or challenges based upon that invoice. In the event thatAffiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate mustprovide Medic Alert Foundation with Affiliate's reports within three (3) days after 30th day of thecalendar month, and if Medic Alert Foundation's and Affiliate's reported statistics vary by more than10% and Medic Alert Foundation reasonably determines that Affiliate has used generally acceptedindustry methods to track Qualified Actions, then Medic Alert Foundation and Affiliate agree to makea good faith effort to arrive at a reconciliation. If the parties are unable to arrive at areconciliation, then Medic Alert Foundation's numbers shall govern.6. If Affiliate has an outstanding balance due to Medic Alert Foundation under this Agreement or anyother agreement between the Affiliate and Medic Alert Foundation, whether or not related to theAffiliate Program, Affiliate agrees that Medic Alert Foundation may offset any such amounts due toMedic Alert Foundation from amounts payable to Affiliate under this Agreement.Affiliate also agrees that:1. It has sole responsibility for the development, operation, and maintenance of, and allcontent on or linked to, the Media.2. All materials posted on the Media or otherwise used in connection with the AffiliateProgram (i) are not illegal, (ii) do not infringe upon the intellectual property or personalrights of any third party, and (iii) do not contain or link to any material which is harmful,threatening, defamatory, obscene, sexually explicit, harassing, promotes violence,promotes discrimination (whether based on sex, religion, race, ethnicity, nationality,disability or age), promotes illegal activities (such as gambling), contains profanity orotherwise contains materials that Medic Alert Foundation informs Affiliate that it considersobjectionable (collectively, "Objectionable Content").3. It will not make any representations, warranties or other statements concerning Medic Alert Foundation or Client or any of their respective products or services, except as expresslyauthorized herein.4. The Media does not copy or resemble the look and feel of the Program Web Site or createthe impression that the Media is endorsed by Medic Alert Foundation or Clients or a part of theProgram Web Site, without prior written permission from Medic Alert Foundation.5. It will comply with all (i) obligations, requirements and restrictions under this Agreementand (ii) laws, rules and regulations as they relate to its business, its Media or its use of theLinks.6. It will comply with the terms, conditions, guidelines and policies of any third-party servicesused by Affiliate in connection with the Affiliate Program, including but not limited to, emailproviders, social networking services and ad networks.7. It will always prominently post and make available to end-users, including prior to thecollection of any personally identifiable information, a privacy policy in compliance with allapplicable laws that clearly and thoroughly discloses all information collection, use andsharing practices, including providing for the collection of such personally identifiableinformation in connection with the Affiliate Program and the provision of such personallyidentifiable information to Medic Alert Foundation and Clients for use as intended by Medic Alert Foundation andClients.8. It will always prominently post and make available to end-users any terms and conditionsin connection with the Offer set forth by Medic Alert Foundation or Client, or as required by applicablelaws regarding such Offers.9. It will not place Medic Alert Foundation ads on any online auction platform (i.e. eBay, Amazon, etc).10. Affiliate agrees that during the time that Affiliate is promoting Medic Alert Foundation'sproducts pursuant to the terms of this Agreement, and for a period of 180 days thereafter,Affiliate shall not promote any other products for any competitor of Integra Beauty,Inc.The following additional program-specific terms shall apply to any promotional programs set forthbelow:1. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List"from the Offers section of Medic Alert Foundation. Affiliate shall filter its email list by removing anyentries appearing on the Suppression List and will only send emails to the remainingaddresses on its email list. Medic Alert Foundation will provide an opt-out method in all Links, however,if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward themto Medic Alert Foundation. Affiliate's emails containing the Links may not include any content otherthan the Links, except as required by applicable law.a. Affiliate agrees that failure to download the Suppression List and remove all emailsfrom the database before mailing may result in Commission withholdings, removalor suspension from all or part of the Affiliate Program, possible legal action andany other rights or remedies available to Medic Alert Foundation pursuant to this Agreementor otherwise. Affiliate further agrees that it will not mail or market to anysuppression files generated through the Medic Alert Foundation network, and that doing somay result in Commission withholdings, removal or suspension from the AffiliateProgram, possible legal action and any other rights or remedies available to Medic Alert Foundation pursuant to this Agreement or otherwise.2. Advertising Campaigns. No Links can appear to be associated with or be positioned onchat rooms or message or bulletin boards unless otherwise agreed by Medic Alert Foundation inwriting. Any pop-ups/unders used for the Affiliate Program shall be clearly identified asbeing served by Affiliate in the title bar of the window and any client-side ad servingsoftware used by Affiliate shall only have been installed on an end-user's computer if thefunction of the software is clearly disclosed to end-users prior to installation, the installationis pursuant to an affirmatively accepted and plain-English end user license agreement andthe software be easily removed according to generally accepted methods.3. Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks,Affiliate agrees to place the Links in its affiliate network (the "Affiliate Network") for accessand use by those affiliates in the Affiliate Network (each a "Third Party Affiliate"). Affiliateagrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way.Affiliate agrees to maintain its Affiliate Network according to the highest industrystandards. Affiliate shall not permit any party to be a Third-Party Affiliate whose web siteor business model involves content containing Objectionable Content. All Third-PartyAffiliates must be in good standing with Affiliate. Affiliate must require and confirm that allThird-Party Affiliates affirmatively accept, through verifiable means, the terms of thisAgreement prior to obtaining access to the Links. Affiliate shall promptly terminate anyThird-Party Affiliate who takes, or could reasonably be expected to take, any action thatviolates the terms and conditions of this Agreement. In the event that either party suspectsany wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptlydisclose to Medic Alert Foundation the identity and contact information for such Third-Party Affiliate.Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program andterminate their access to future Offers of Medic Alert Foundation in the Affiliate Network upon writtennotice from Medic Alert Foundation. Affiliate shall remain liable for all acts or omissions of any ThirdParty Affiliate.ConfidentialityFor purposes of the Agreement, "Confidential Information" shall mean all data and information, ofa confidential nature or otherwise, disclosed during the term of the Agreement by one party("Disclosing Party") to the other party ("Receiving Party"), as well as information that the ReceivingParty knows or should know that the Disclosing Party regards as confidential including, but notlimited to:1. a party's business plans, strategies, know how, marketing plans, suppliers, sources ofmaterials, finances, business relationships, personally identifiable end-user information,pricing, technology, employees, trade secrets and other non-public or proprietaryinformation whether written, oral, recorded on tapes or in any other media or format;2. the material terms of the Agreement; and3. any information marked or designated by the Disclosing Party as confidential.The Receiving Party agrees to hold all Confidential Information in trust and confidence and,except as may be authorized by the Disclosing Party in writing, shall not use such ConfidentialInformation for any purpose other than as expressly set forth in the Agreement or disclose anyConfidential Information to any person, company or entity, except to those of its employees andprofessional advisers:1. who need to know such information in order for the Receiving Party to perform itsobligations hereunder; and2. who have entered into a confidentiality agreement with the Receiving Party with terms atleast as restrictive as those set forth herein.Confidential information shall not include any information that the Receiving Party can verify withsubstantial proof that:1. is generally available to or known to the public through no wrongful act of the receivingparty;2. was independently developed by the Receiving Party without the use of ConfidentialInformation; or3. was disclosed to the Receiving Party by a third party legally in possession of suchConfidential Information and under no obligation of confidentiality to the Disclosing Party.The Receiving Party agrees that monetary damages for breach of confidentiality may not beadequate and that the disclosing party shall be further entitled to injunctive relief, without therequirement to post bond.Limited License & Intellectual PropertyAffiliate may not alter, modify, manipulate or create derivative works of the Links or any Medic Alert Foundation graphics, creative, copy or other materials owned by, or licensed to, Medic Alert Foundation in any way.Affiliate is only entitled to use the Links to the extent that Affiliate is a member in good standingof the Affiliate Program. Medic Alert Foundation may revoke Affiliate's license any time by giving Affiliatewritten notice. Except as expressly stated herein, nothing in this Agreement is intended to grantAffiliate any rights to any of Medic Alert Foundation's trademarks, service marks, copyrights, patents or tradesecrets. Affiliate agrees that Medic Alert Foundation may use any suggestion, comment or recommendationAffiliate chooses to provide to Medic Alert Foundation without compensation for any purpose. All rights notexpressly granted in this Agreement are reserved by Medic Alert Foundation.TerminationThis Agreement shall commence on the date of Medic Alert Foundation's approval of Affiliate's AffiliateProgram application and shall continue thereafter until terminated as provided herein. Affiliatemay terminate Affiliate's participation in the Affiliate Program at any time by removing all Linksfrom Affiliate's Media and deleting all copies of the Links. Medic Alert Foundation may terminate Affiliate'sparticipation in one or more Offers or this Agreement at any time and for any reason which Medic Alert Foundation deem appropriate with or without prior notice to Affiliate by disabling the Links or providingAffiliate with a written notice. Upon termination of Affiliate's participation in one or more Offers orthis Agreement for any reason, Affiliate will immediately cease all use of and delete all Links, plusall Medic Alert Foundation or Client intellectual property, and will cease representing yourself as a Medic Alert Foundation or Client affiliate for such one or more Offers. All rights to validly accrued payments, causesof action and any provisions, which by their terms are intended to survive termination, shall surviveany termination.SuspensionIn addition to any other rights and remedies available to Medic Alert Foundation under this Agreement Medic Alert Foundation reserves the right to delete any actions submitted through Affiliate's Links and withhold andfreeze any unpaid Commissions or charge back paid Commissions to Affiliate's account if (i)Medic Alert Foundation determines that Affiliate has violated this Agreement, (ii) Medic Alert Foundation receives anycomplaints about Affiliate's participation in the Affiliate Program which Medic Alert Foundation reasonablybelieves is in violation this Agreement or (iii) any Qualified Action is later determined to have notmet the requirements set forth in this Agreement or on the Affiliate Program. Such withholding orfreezing of Commissions, or charge backs for paid Commissions, shall be without regard as towhether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Medic Alert Foundation reserves the right to disclose Affiliate's identityand contact information to appropriate law enforcement or regulatory authorities or any third partythat has been directly damaged by Affiliate's actions. Such suspension will be in addition to Medic Alert Foundation 's available rights and remedies.Anti-Spam PolicyAffiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sentin connection with the Affiliate Program must include the appropriate party's opt-out link. Fromtime to time, Medic Alert Foundation may request - prior to Affiliate's sending emails containing linking orreferencing the Affiliate Program that Affiliate submit the final version of Affiliate's email to Medic Alert Foundation for approval by sending it to Affiliate's Medic Alert Foundation representative and upon receiving writtenapproval from Medic Alert Foundation of Affiliate's email the email may be transmitted to third parties.It is solely Affiliate's obligation to ensure that the email complies with the Act. Affiliate agrees notto rely upon Medic Alert Foundation's approval of Affiliate's email for compliance with the Act or assert anyclaim that Affiliate are in compliance with the Act based upon Medic Alert Foundation's approval.FraudAffiliate is expressly prohibited from using any persons, means, devices or arrangements tocommit fraud, violate any applicable law, interfere with other affiliates or falsify information inconnection with referrals through the Links or the generation of Commissions or exceed Affiliate'spermitted access to the Affiliate Program. Such acts include, but are in no way limited to, usingautomated means to increase the number of clicks through the Links or completion of any requiredinformation, using spyware, using stealware, cookie-stuffing and other deceptive acts or clickfraud. Medic Alert Foundation shall make all determinations about fraudulent activity in its sole discretion.Representations and WarrantiesThe parties agree to the terms in the General Data Protection Regulation Data ProcessingAddendum, which is incorporated into this Agreement.Affiliate represents and warrants that:2. it has the power and authority to enter into and perform its obligations under theAgreement;3. at all times, the Media and Affiliate itself will comply with all applicable foreign, federal,state or local laws, rules, regulations and ordinances including, without limitation, theGramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade CommissionAct, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt CollectionPractices Act, the Federal Communications Act, and all rules and regulations promulgatedunder any of the foregoing, as well as all applicable state laws including, without limitation,the California Financial Privacy Act and the Vermont Consumer Protection Act, and allrules and regulations promulgated under such state laws (collectively, "Laws");4. it owns and/or has any and all rights in the Media as contemplated by the Agreement;5. at all times, the Media and Affiliate itself will not violate any applicable rights of any thirdparty including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual propertyright;6. Affiliate has a reasonable basis for any and all claims made within the Media andpossesses appropriate documentation to substantiate such claims;7. Affiliate shall fulfill all commitments made in the Media;8. no Media is targeted to end-users under the age of eighteen (18);9. prior to loading any computer program onto an individual's computer including, withoutlimitation, programs commonly referred to as adware and/or spyware, and cookies,Affiliate shall provide clear and conspicuous notice to, and shall obtain the expressconsent of, such individual to install such computer program and/or cookies;10. the Media does not and will not:a. contain any misrepresentations or content that is defamatory;b. contain content that is violent, obscene, offensive, including content that containsnudity or implied nudity or content that is morally or ethically offensive or sexuallysuggestive;c. promote or support gambling or sweepstakes or contests; ord. contain any "worm," "virus" or other device that could impair or injure any personor entity;11. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, prohibitedfrom engaging in transactions with U.S. citizens, nationals or entities under applicable U.S.law and regulation including, but not limited to, regulations issued by the U.S. Office ofForeign Assets Control ("OFAC"); and12. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, a SpeciallyDesignated National ("SDN"), as OFAC may so designate from time to time.ModificationsIn addition to any notice permitted to be given under this Agreement, Medic Alert Foundation may modify anyof the terms and conditions of this Agreement at any time by providing Affiliate with a notificationby email. The changes will become effective ten (10) business days after such notice. If themodifications are unacceptable to Affiliate, Affiliate may terminate this Agreement without penaltysolely on the account of such termination within such ten (10) business day period. Affiliate'scontinued participation in this Affiliate Program ten (10) business days after a change notice hasbeen posted will constitute Affiliate's acceptance of such change.In addition, Medic Alert Foundation may change, suspend or discontinue any aspect of an Offer or Link orremove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliateagrees to promptly implement any request from Medic Alert Foundation to remove, alter or modify any Link,graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.Independent InvestigationAffiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions.Affiliate has independently evaluated the desirability of participating in the Affiliate Program andeach Offer and is not relying on any representation, guarantee or statement other than as setforth in this Agreement or on the Affiliate Program.IndemnificationAffiliate shall irrevocably defend, indemnify and hold Medic Alert Foundation and Clients and each of theirrespective employees, officers, directors, members, managers, shareholders, contractors andagents harmless from and against any and all liability, loss, damage or expense (including, withoutlimitation, reasonable attorneys' fees, costs and expenses) arising out of or related to anyallegation, claim or cause of action, involving:1. Affiliate's breach of the Agreement;2. the Media; and/or3. any claim that Medic Alert Foundation is obligated to pay any taxes in connection with Affiliate'sparticipation hereunder.DisclaimersTHE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDEDIN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT ASEXPRESSLY SET FORTH HEREIN, MEDIC ALERT FOUNDATION EXPRESSLY DISCLAIMS ALLWARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TOTHE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSEOF DEALING, USAGE, OR TRADE. MEDIC ALERT FOUNDATION DOES NOT WARRANT THAT THEAFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS ORTHAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELYERROR-FREE OR UNINTERRUPTED. MEDIC ALERT FOUNDATION EXPRESSLY DISCLAIMS ANYLIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.MEDIC ALERT FOUNDATION DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFICAMOUNT OF COMMISSIONS.Limitation of LiabilityIN NO EVENT SHALL MEDIC ALERT FOUNDATION BE LIABLE FOR ANY UNAVAILABILITY ORINOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION,COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY,DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OFMEDIC ALERT FOUNDATION. IN NO EVENT WILL MEDIC ALERT FOUNDATION BE LIABLE FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OREXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSSOF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE ANDWHETHER OR NOT MEDIC ALERT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.MEDIC ALERT FOUNDATION'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTIONAND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THEAMOUNTS PAID TO AFFILIATE BY MEDIC ALERT FOUNDATION IN COMMISSIONS DURING THE SIX (6)MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.Force MajeureOther than with respect to payment obligations arising hereunder, neither party will be liable, orbe considered to be in breach of this Agreement, on account of such party's delay or failure toperform as required under the terms of this Agreement as a result of any causes or conditionsthat are beyond such party's reasonable control and that such party is unable to overcome throughthe exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such ForceMajeure Event occurs including, without limitation, acts of God, fires, explosions,telecommunications, Internet or Affiliate Network failure, results of vandalism or computerhacking, storm or other natural occurrences, national emergencies, acts of terrorism,insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any otherperson or entity, the affected party will give the other party notice and will use commerciallyreasonable efforts to minimize the impact of any such event.Governing Law & Miscellaneous1. Assignment. Affiliate may not assign, transfer or delegate any of its rights or obligationsunder the Agreement without the prior written consent of Medic Alert Foundation, and any attempts todo so shall be null and void; provided, however, that either party may assign theAgreement or any portion hereof/thereof, to:a. an acquirer of all or substantially all of such party's equity, business or assets;b. a successor in interest whether by merger, reorganization or otherwise; orc. any entity controlling or under common control with such party.2. Choice of Law/Venue. The Agreement shall be construed in accordance with andgoverned by the laws of the State of California. In the event that any suit, action or otherlegal proceeding shall be instituted against either party in connection with the Agreement,the exclusive jurisdiction for any such suit, action or legal proceeding shall be the state orfederal courts located in the State of California, County of Los Angeles, and each partyhereby submits to a court of competent jurisdiction located in Los Angeles County,California, and further agrees to comply with all the requirements necessary to give suchcourt jurisdiction.3. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shallconstitute a waiver of any prior, concurrent or subsequent breach of the same or any otherprovisions hereof, and no waiver shall be effective unless made in writing and signed byan authorized representative of the waiving party. If any provision contained in theAgreement is determined to be invalid, illegal or unenforceable in any respect under anyapplicable law, then such provision will be severed and replaced with a new provision thatmost closely reflects the real intention of the parties, and the remaining provisions of theAgreement will remain in full force and effect.4. Relationship of the Parties. The parties hereto are independent contractors. There is norelationship of partnership, agency, employment, franchise or joint venture between theparties. Neither party has the authority to bind the other, or incur any obligation on itsbehalf.5. This Agreement sets forth the entire understanding between the parties hereto relating tothe subject matter hereof and cannot be changed, modified, amended or terminatedexcept by an instrument in writing executed by both Recipient and Discloser. The headingsand captions used herein are inserted for convenience of reference only and shall notaffect the construction or interpretation of this agreement.6. No waiver shall excuse the performance of any act other than those specifically referredto therein and shall not be deemed or construed to be a waiver of such terms or conditionsfor the future or any subsequent breach thereof. Except as otherwise provided in thisagreement, all rights and remedies herein or otherwise shall be cumulative and none ofthem shall be in limitation of any other right or remedy.7. Neither Party may assign, transfer or delegate any of its rights hereunder without the priorwritten consent of the other party.8. This Agreement shall be governed by the laws of the State of California applicable tocontracts made and to be wholly performed in the State of California (without regard tochoice of law). The parties consent to the exclusive jurisdiction and venue of the state andfederal courts located in the State of California, County of Los Angeles. In the event oflitigation between the parties arising out of or relating to this Agreement, the prevailingparty will be entitled to recover court costs and reasonable fees of attorneys, accountantsand expert witnesses incurred by such a party in connection with such action.9. If any provision of this Agreement is or becomes or is deemed invalid, illegal orunenforceable under the applicable laws or regulations of any jurisdiction, either suchprovision will be deemed amended to conform to such laws or regulations withoutmaterially altering the intention of the parties or it shall be stricken and the remainder ofthis Agreement shall remain in full force and effect.10. This Agreement may be signed in counterparts and by any form of electronic imaging ordigital signature, all of which shall constitute originals. Such signatures will be deemedbinding for all purposes hereof without delivery of an original signature being thereafterrequired. Any single counterpart or a set of counterparts signed, in either case, by all theparties hereto shall constitute a full and original agreement for all purposes.By submitting and application to Affiliate Program, Affiliate affirms and acknowledges that Affiliatehas read this Agreement in its entirety and agrees to be bound by all of its terms and conditions.If Affiliate does not wish to be bound by this Agreement, Affiliate should not submit an applicationto Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity,by doing so, such individual represents that they have the legal capacity and authority to bindsuch business entity to this Agreement.