Centr

AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CENTR LLC.

Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.

BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, 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.
DEFINITIONSAs used in these terms and conditions: (i) “Affiliate Lead” means a customer prospect who clicks on an Affiliate Link; (ii) “Affiliate Link” means the unique tracking links you place on your website; (iii) “Agreement” means this affiliate program agreement and all materials referred to or linked to in here; (iv) “Centr App” means the Centr health and fitness platform; (v) “Customer” means an authorised actual user of the Centr App who has purchased or signed up for the Centr App after being an Affiliate Lead; (vi) “Customer Data” means all information that a Customer submits or is collected via the Centr App and all materials that a Customer provides or posts, uploads, inputs or submits to us; (vii) “Interface” means the interface platform made available for use in order to participate in the Program; (viii) “Licensed Materials” has the meaning given to that term in the ‘Linking To Our Website’ section below;; (ix) “our website” refers to Centr LLC’s website located at http://www.centr.com and/or any additional sites that may be added by us; (x) “Program” means the Centr Affiliate Program described in this Agreement; (xi) “ShareASale” means the ShareASale.com affiliate network; (xii) “We”, “us”, or “our” refers to Centr LLC; (xiii) “you” or “your” refers to the Affiliate; (xiv) “your website” refers to any websites that you will link to our website.

AFFILIATE OBLIGATIONS ENROLLMENT
To begin the enrollment process, you must complete and submit the online application at the ShareASale.com server. After receiving your application, we will review and if accepted we will notify you of your acceptance into our Program. Please allow up to seventy-two (72) business hours for your application to be reviewed. The fact that we may auto-approve applications does not imply that we may not re-evaluate your application at a later time.We reserve the right to reject any application for any reason in our sole and absolute discretion, however we encourage you to contact us if you feel we have made an incorrect determination. website(s), app(s), social profile(s), social page(s) and/or information related to other channels you use to promote via affiliate will help us make a better decision. You will have no legal recourse against us for the rejection of your application.Without limiting the right to reject any application for any reason whatsoever in our absolute discretion, your application will be rejected if it is incomplete,if your website(s), app(s), social profile(s), social page(s), and/or other channels contain images or content that is not acceptable or is inconsistent with the image that we wish to create in association with our website, or if your website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference or if your website, social profiles, social pages, and/or other channels contain any material that appears to violate any patent, trademark, copyright, trade secret, confidential information or other property rights of any other party, or if your website, social profiles, social pages, and/or other channels contains unsecure urls http:// versus https://, outdated content, broken links, broken images, pixelated images, multiple redirects, confusing language or navigation, or falsely advertises offers related to Centr. Even after acceptance into the Program, we reserve the absolute right to terminate you from the Program for any reason in our sole and absolute discretion, including but not limited to the reasons set out above.If you are accepted into the Program, then upon notification of acceptance, the terms and conditions of this Agreement will apply in full force and effect, until terminated, pursuant to the terms set forth below. 

ACCESS TO AFFILIATE ACCOUNT INTERFACE
You must create a password so that you may enter ShareASale's secure affiliate account interface. From the ShareASale Interface you will be able to receive your reports that will describe our calculation of the commissions due to you.FINANCIAL RESPONSIBILITIESYou are fully responsible for all costs associated with the creations, hosting, modifications and improvements of your website, costs of search engine placement and other internet marketing, costs of inserting the Affiliate Links into your website, offline marketing costs, postage costs and all other costs and expenses and you hold us harmless from or against such costs. 

COMMISSION AND PAYMENT
In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to create your account in the ShareASale Interface in accordance with our directions; (iii) have a valid and up-to-date payment method in the ShareASale Interface with such account; and (iv) completed any and all required tax documentation in order for ShareASale to process any payments that may be owed to you.You are not eligible to receive a commission or any other compensation from us if: 1. such compensation is disallowed or limited by federal, state or local law or regulation or the laws or regulations of your jurisdiction; or2. the commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any of our policies that we make available to you, or from misuse that we deem to breach the spirit of the Program.We may discontinue commission payments should any of the above criteria fail to be met at any time. You will only be eligible for a commission payment for any customer transactions that derived from Affiliate Leads generated by an Affiliate Link. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between us and an Affiliate Lead will be at our discretion.We use a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the payment terms and conditions.

‘TRIAL START’ PROCESSING1. Only trials that were started by customers who use the Affiliate Link from your website to our website are considered 'direct sales'. We may reduce any direct sales placed through the Program Affiliate Link by an amount determined at our reasonable discretion to account for items that use invalid traffic (bots), canceled by customers, charged back or refunded.2. We reserve the right to exclude trials started by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.3. We will be responsible for processing trials and will handle all customer service issues. We will track sales by customers who start a free trial by using the Program Affiliate Link from your website to our website. A statement of activity is available to you on ShareASale Interface.4. ShareASale makes payments to the affiliates on the 20th of every month. We may direct ShareASale to withhold any of these payments during the Centr App trial period and for a period of up to 30 days after the Centr App trial period has expired, so that we can check the validity of the trial and the Customer.

ADVERTISING AND PUBLICITY
You must not create, publish, distribute, or print any material (including without limitation editorial content) that refers to our Program, the Centr App, Chris Hemsworth, our trade names, logo images and text, trademarks or any other of our intellectual property rights without first submitting that material to us for our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:1. You must comply with the CAN-SPAM Act of 2003 and any other applicable SPAM legislation at all times with respect to our Program. 2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us, any of our affiliates or Chris Hemsworth or any of his affiliates.ANTI-SPAMWe strictly forbid the use of unsolicited commercial emails (UCE) or SPAM campaigns. We maintain a zero-tolerance policy against SPAM, be it direct, third party or any affiliate or similar agent acting on your behalf. If you are found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:1. Your account will be closed immediately, without burden or notice or compensation. 2. All pertinent information will be provided to any investigating authorities or ant-Spam organisations. 3. You will be held accountable for any monetary damages suffered by us sustained through contravention of this Agreement. This will include but not be limited to punitive damages related to lost clients and brand deterioration.

SOCIAL MEDIA 
Promotion on Tik Tok, Twitch, Snapchat, Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted with our prior written consent subject to the following requirements:1. You may promote offers to your own social media accounts, more specifically, you are welcome to use your Affiliate Links on your own Facebook, Twitter, etc. pages. 2. You must not post your Affiliate Links on any of our social media accounts or social media groups including without limitation, our Facebook, Twitter, Instagram and accounts, our website or company web pages.3. You must not run any advertisements or publish any social media posts using the Program, Chris Hemsworth, our trade names, logo images and text, trademarks or any other of our intellectual property rights.4. You must not create a social media account that includes the Program, Chris Hemsworth, our trade names, logo images and text, trademarks or any other of our intellectual property rights in the page name, details and/or username.

CHRIS HEMSWORTH
You acknowledge that your rights and responsibilities under this Agreement are in relation to us only and you agree to the following:1. You must not publish any materials whatsoever (including without limitation television commercials, internet advertisements, etc.) which feature Chris Hemsworth or Chris’ name, voice, likeness or projects (such as Thor) featuring Chris Hemsworth or which associate you directly with Chris Hemsworth or Chris’ name, voice, likeness or projects (such as Thor) featuring Chris Hemsworth without our consent, which may be withheld in our absolute discretion.2. We may impose reasonable conditions to the provision of our consent and you acknowledge that the following conditions are reasonable:i) the use of any projects featuring Chris Hemsworth may only be used in the context of Centr and in a way that does not position Chris Hemsworth as having provided a direct or implied endorsement of you;ii) any promotion that uses Chris’s name, voice, likeness or projects featuring Chris Hemsworth must be directed to your customers only and not the general public.3. You have no ownership of the intellectual property rights in Chris Hemsworth’s image, name, voice, likeness or brand.

WEBSITE & SOCIAL MEDIA RESTRICTIONS
You are responsible for all matters pertaining to the maintenance and uptake of your website(s), app(s), social profile(s), social page(s) including its development, maintenance, operation and placing links on your website in compliance with these terms. You are completely responsible for all items that appear on your website and for assuring such items do not infringe upon or violate the rights of any other party. We are not responsible for any matter pertaining to your website or the content thereof and you hold us harmless and indemnify us from any and all claims, suits, threats, demands, liabilities, actions, causes of actions related in any way to your website and business. Such indemnification includes costs and attorney fees in defending any such matter. You represent and warrant to us 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. We may monitor your website as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.Your participating website(s) must not:1. infringe on our or any anyone else's intellectual property, publicity, privacy or other rights;2. violate any law, rule or regulation;3. contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;4. contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, Customer Data or personal information; or5. contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
DOMAIN NAMES
You must not use any of our trade names, logo images and text, trademarks or any other of our intellectual property rights as part of the domain or sub-domain for your website.

LINKING TO OUR WEBSITE, MOBILE APPS or MOBILE APP STORES
Upon acceptance into the Program, links will be made available to you through the Interface. You will be able to review the Program's details and marketing materials, download a HTML code that provides links to web pages contained within our website and banner creatives, and browse and get tracking codes for our discounts and deals. Your acceptance in our Program means you agree to and abide by the following:
1. You must use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation or modification.
2. We reserve the right, at any time, to review your placement and approve the use of your links and Affiliate Links and to require that you change the placement or use to comply with the guidelines provided to you.
3. All domains that use your Affiliate Links must be listed in your affiliate profile.
4. Your website must not in any way copy, resemble, or mirror the look and feel of our website. You must not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
5. You must not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you must not attempt to mask the referring url information (i.e. the page from where the click is originating).
6. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
7. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.
8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
9. You must not, in connection with this Agreement, display or reference on your website, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
10. We grant you a limited, nonexclusive, non-transferable, revocable right to use our logo images and text provided by us to you solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the logo images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
11. We make available to you links, banners and other information advertising our website to be used subject to the terms of this Agreement (“Licensed Materials”). These Licensed Materials may contain our trademarks and other proprietary property. You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will insure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement. If your participation in the Program is terminated, you must immediately cease using the Licensed Materials and will delete all Licensed Materials from your website and your computer. You must obtain our approval of all Affiliate Links to our website that you place on your website. You must cooperate with us in the establishment and placement of Affiliate Links on your website.
12. You consent to us including information relative to traffic from your website in our reports. This information may be provided to outside parties.13. You may not place links to our website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar internet resources.

PPC GUIDELINES
1. You must not bid on any of our trade names, logo images and text, trademarks or any other of our intellectual property rights (including the name Chris Hemsworth or his voice, likeness or projects) , including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.
2. You must not use our trade names, logo images and text, trademarks or any other of our intellectual property rights (including the name Chris Hemsworth or his voice, likeness or projects), including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to ‘Chris Hemsworth, Chris Hemsworth app', 'Chris H app', 'Chris Hemsworth fitness app', etc). Additionally you must not bid on any variations or misspellings of the Centr name with any other keyword (including, but not limited to ‘Centr Coupons', 'Centr Codes', 'Centr Promo', etc.), without written consent.
3. You must not use our trade names, logo images and text, trademarks or any other of our intellectual property rights (including the name Chris Hemsworth or his voice, likeness or projects)in your ad title, ad copy, display name or as the display url.
4. You must not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
5. You must not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.
6. If you automate your PPC campaigns, it is your responsibility to exclude our trade names, logo images and text, trademarks or any other of our intellectual property rights (including the name Chris Hemsworth or his voice, likeness or projects) from your program and we strongly suggest you add our trade names, logo images and text, trademarks or any other of our intellectual property rights (including the name Chris Hemsworth or his voice, likeness or projects) as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours and you must remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be immediately removed from the Program permanently and all commissions associated with the violations will be reversed.

SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted with our prior consent and you must be completely transparent with regards to where traffic from your sub-affiliates originated. You must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.

COMPLIANCE WITH APPLICABLE LAWSYou must comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email),governmental regulations, ordinances, and judicial administrative orders. You must not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. If you are conducting business in or taking orders from persons in other countries, you must follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.

FTC DISCLOSURE REQUIREMENTS
You must include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.* Disclosures must be made as close as possible to the claims.* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).* Pop-up disclosures are prohibited.Disclosures must comply with the FTC “Dot Com Disclosures” Guidelines and the FTC’s Endorsement Guidelines. For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsementsREVERSAL & COMMUNICATION POLICYWe reserve the right to reverse orders due to order cancellations, duplicate tracking, payment failures, disputed charges, and Program violations. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, you must respond in a timely and honest manner. Below are violations of our communications policy and this Agreement.
1. You are not forthcoming or you are intentionally vague or are found to be lying.
2. You are not responsive to us within a reasonable time period and after multiple attempts by us to contact you with information listed in your network profile.
3. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0%, suspend you from the Program for a period of time or orders in question or terminate you from the Program. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our program rules.

NON-EXCLUSIVITYThis Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

INTELLECTUAL PROPERTY
1. You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the Program and this Agreement. You represent and warrant to us 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. We have no obligation to announce, advertise, market or promote your participation in the Program, but we reserve the right to do the same at our sole discretion.
2. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You may only use the images that we make available to you for the Program. You may not distribute, reproduce, modify, or amend these images in any way. You must only use such items in the form, size, content, and appearance that we provide them to you. You are not permitted to modify them. This license will terminate immediately upon your termination from the Program. We may also terminate this license if your use of these items is contrary to or does not conform with our standards, such standards to be determined in our sole and absolute discretion. 
3. You are only entitled to use the Licensed Materials: (i) to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us; (ii) in connection with the Program and this Agreement; and (iii) without altering them in any way. 
4. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light or in violation of applicable law or in connection with any unlawful topic or material. Each party reserves all of its respective rights in the proprietary materials covered by this license, including without limitation trademarks, copyright, logos, text and any other materials that belong to us or to any other party and which may appear on our website. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.5. No license to any software is granted by this Agreement. We retain all ownership rights in the Centr App. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Centr App content, or the Centr App in whole or in part, by any means, except as expressly authorized in writing by us. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.

CHANGES TO YOUR WEBSITE
We have the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your website that we feel should be made, or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made, following which you must promptly make the changes to the website notified by us. If you do not make the changes to your website that we feel are necessary, we reserve the right to terminate your participation in the Program. 

TERMINATION
1. Either you or we may end this Agreement AT ANY TIME, without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Except as expressly set forth in this section, you are not eligible to receive a commission payment after expiration or termination of this Agreement. We have the right to withhold final commission payments for a sufficient time in order to assure that the amount paid to you is accurate and not subject to later adjustment for returns or any other reason. If following final payment we determine that the amount of commission you were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from you to us and we shall have all legal right to receive a refund of such overpaid commission from you.
3. We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you if we determine that you have committed fraud in your use of the Program or if 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.

MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

OUR CUSTOMERS
Customers who buy a subscription through this Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Subscription prices and offers may vary from time to time. We have the right to contact these customers and send future marketing offers to them. You will have no right to commissions or subsequent purchases that may be made by these customers. We have no obligation to provide you with any specific information relative to any customer, regardless of whether they access our website through the Affiliate Links. We are not responsible for the failure to assign any sale or commissions to you if the same results from the improper formatting of the Affiliate Links from your website.

REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
1. 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;
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement;
4. Your participation in the Program will not conflict with any of your existing agreements or arrangements.You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Program; (ii) you will not purchase ads that direct to your website(s) or through an affiliate link that could be considered as competing with our own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.We make no representations and warranties regarding potential income that may result from participation in the Program and we disclaim any and all warranties relative to earning potential from your Affiliate status. 

DISCLAIMER
CH DIGITAL PTY LTD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.LIMITATIONS OF LIABILITYWE 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. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CH DIGITAL PTY LTD’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.

INDEMNIFICATION
You hereby agree to indemnify and hold harmless CH DIGITAL PTY LTD, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, 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 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 of a covenant and agreement made by you herein, (iii) any claim related to your website, including, without limitation, content therein not attributable to us, (iv) your participation in the Program, or (v) our use of the Customer Data or prospect data you provided us.
CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information, including without limitation business plans, marketing plans, user statistics, financial information, pricing, profits, Membership Data, member information, affiliations, sales information and all other information considered to be confidential and proprietary, disclosed by one party to the other during negotiation or the effective term of this Agreement and Centr customer and prospect information whether or not otherwise designated as “Confidential”, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. The receiving party must: (i) protect the confidentiality of the confidential information of the disclosing party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any confidential information of the disclosing party for any purpose outside the scope of this Agreement, (iii) not disclose confidential information of the disclosing party to any third party, and (iv) limit access to confidential information of the disclosing party to its employees, contractors and agents. The receiving party may disclose confidential information of the disclosing party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
MISCELLANEOUS
1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of your website or otherwise, that reasonably would contradict anything in this Section.
2. You must not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States without regard to the conflicts of laws and principles thereof. If either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in California, USA.
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
8. 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 provision or any other provision of this Agreement.
9. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Centr App, our trademarks, or any other property or right of ours.
11. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.