O2VAPE

FOREWORD Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at Dana@O2VAPE.com.Best regards,Dana E. Shoched O2VAPE.com Affiliate ManagerAFFILIATE AGREEMENTPLEASE READ THE ENTIRE AGREEMENT.YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DES PRODUCTS (DBA O2VAPE.COM)This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the O2VAPE Marketing Program (the "Program").Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with DES Products Ltd., doing business as O2VAPE.com ("DES Products" or “O2VAPE” or "we" or "us" or "our") in the State of Michigan, USA. In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.1. OVERVIEWThis Agreement contains the complete terms and conditions that apply to you becoming an affiliate in O2Vape.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the O2Vape.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to O2Vape.com, and "you," "your," and "yours" refer to the affiliate.2. AFFILIATE OBLIGATIONS2.1. EnrollmentIn order to apply for enrollment into this Program, you must first sign up as an affiliate of Shareasale.com, Inc., an Illinois corporation ("Shareasale.com") and you must agree to Shareasale.com's Affiliate Service Agreement (the "Shareasale.com Agreement"), the terms of which are hereby incorporated by reference.You may apply to participate in the Program by providing all the information required by Shareasale.com in connection with becoming a Shareasale.com affiliate and by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:2.1.1. Promotes sexually explicit materials2.1.2. Promotes violence2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age2.1.4. Promotes illegal activities2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law2.1.6. Includes "O2Vape", “O2Vaporizer”, “Flip”, “Flip Ultra” or variations or misspellings thereof in its domain name2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.2.1.8. Contains 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.2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are O2VAPE.com or any other affiliated business.2.1.10 Contains 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, or personal information.2.1.11 Mislead customers as to the products or services available on Your Website or on the O2VAPE website, located at https://O2VAPE.com (the "O2VAPE Site").2.2. As a member of O2VAPE.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the O2VAPE.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.2.3. O2VAPE.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site 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.2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. 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.3. O2VAPE.COM RIGHTS AND OBLIGATIONS3.1. We have the right to monitor your site 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 site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the O2VAPE.com Affiliate Program.3.2. O2VAPE.com reserves the right to terminate this Agreement and your participation in the O2VAPE.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the O2VAPE.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, O2VAPE.com shall not be liable to you for any commissions for such fraudulent sales.3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.4. TERMINATIONEither you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.5. MODIFICATIONWe may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and O2VAPE.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in O2VAPE.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.6. PAYMENTO2VAPE.com uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.7. ACCESS TO AFFILIATE ACCOUNT INTERFACEYou will create a password so that you may enter ShareASale’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.8. PROMOTION RESTRICTIONS8.1. You are free to promote your own web sites, but naturally any promotion that mentions O2VAPE.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by O2VAPE.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote O2VAPE.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote O2VAPE.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from O2VAPE.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the O2VAPE.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.8.2. PAY-PER-CLICK ("PPC") GUIDELINESIf you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:8.2.1 Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as O2VAPE.com, O2VAPE, www.O2VAPE, www.O2VAPE.com, O2VAPE, The O2VAPE and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from O2VAPE Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.8.2.2 You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network.8.2.3 You may not use our Trademarks in sequence with any other keyword.8.2.4 You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.8.2.5 You may not direct link to the O2VAPE Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.8.2.6 You may not bid in any manner appearing higher than O2VAPE for any search term in position 1-5 in any auction style PPC advertising program.If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in O2VAPE’s service).8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited O2VAPE’s site (i.e., no page from our site or any O2VAPE.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of O2VAPE site in IFrames, hidden links and automatic pop ups that open O2VAPE.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.9. COUPON GUIDELINESIf you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:9.1. You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the O2VAPE Site. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.9.3. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.9.4. You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal.10. DOMAIN NAMESUse of any of our Trademarks as part of the domain or sub-domain (for example O2VAPE.website.com or www.O2VAPE-coupons.com) for Your Website is strictly prohibited.11. ADVERTISING & PUBLICITYUpon acceptance into the Program, O2VAPE grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. O2VAPE may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:11.1. You may only use the Promotional Materials to promote the O2VAPE Site (and the products available thereon), and for linking to the O2VAPE Site.11.2. You shall use only such links to the O2VAPE Site as are provided to you by O2VAPE.11.3. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by O2VAPE without consent from O2VAPE. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from O2VAPE for such alteration of modification.11.4. You shall not use the Promotional Materials to promote the O2VAPE Site (and the products available thereon) to customers who are not physically located in the United States.11.5. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:11.5.1 Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials.11.5.2 E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of O2VAPE.11.5.3 E-mails and any related written materials must first be submitted to O2VAPE for approval prior to being sent or O2VAPE must be sent a copy of the e-mail.12. GRANT OF LICENSES12.1. 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 are only entitled to use the Licensed Materials to the extent that you are a member in good standing of O2VAPE.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of O2VAPE.com and the good will associated therewith will inure to the sole benefit of O2VAPE.com. 12.2. 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. Each party reserves all of its respective rights in the proprietary materials covered by this license. 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.12.3 You shall not use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between O2VAPE and you other than your participation in the Program.12.4 All promotional messaging and materials used by you containing such Trademarks shall be subject to O2VAPE’s prior written approval. 12.5 Your right to use the Trademarks will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means "O2VAPE," "Flip”, “Flip Platinum”, “Flip Ultra”, “DES Products,” “O2VAPE.com,” the O2VAPE, Flip, Flip Platinum and Flip Ultra logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of O2VAPE as O2VAPE may from time to time notify you to be Trademarks within the meaning of this Agreement.13. INTELLECTUAL PROPERTYO2VAPE retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 12.14. REVERSAL & COMMUNICATION POLICYO2VAPE takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.14.1. You are not forthcoming, intentionally vague or are found to be lying.14.2 You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.14.3. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.15. RELATIONSHIP OF PARTIESThis Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between O2VAPE and you. You shall provide services for O2VAPE as an independent contractor. You shall have no authority to bind O2VAPE to any agreement, nor shall you be considered to be an agent of O2VAPE in any respect.16. AFFILIATE COMMISSIONSUpon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by O2VAPE to you) to the O2VAPE Site and successfully completes a purchase for which O2VAPE receives and retains payment. The current rates of Commission shall be set forth in your Shareasale.com affiliate program located on the Shareasale.com affiliate website. O2VAPE reserves the right to modify the Commission rate from time to time, in its sole discretion. O2VAPE is responsible for authorizing Commission payments and Shareasale.com will be solely responsible for fulfilling and transferring all Commission payments in accordance with the Shareasale.com Agreement. O2VAPE will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to O2VAPE, whether in connection with this Agreement (including any breach hereof by you) or otherwise.17. DISCLAIMERO2VAPE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF O2VAPE OR DES PRODUCTS LTD WHATSOEVER. 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. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL O2VAPE OR DES PRODUCTS LTD BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL O2VAPE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. O2VAPE DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH O2VAPE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. 18. REPRESENTATIONS AND WARRANTIESYou represent and warrant that:18.1. 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;18.2. 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;18.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.19. LIMITATIONS OF LIABILITY WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL O2VAPE.COM'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.20. INDEMNIFICATIONYou hereby agree to indemnify and hold harmless O2VAPE.com, 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, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.21. CONFIDENTIALITYAny information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from O2VAPE. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement. Confidential Information 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 party22. TERMINATION AGREEMENTSYour participation in the Program shall begin upon your acceptance as an affiliate by O2VAPE and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding O2VAPE, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. O2VAPE reserves the right to terminate the Program at any time upon notice to you.23. MODIFICATIONWe may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.24. GOVERNING LAW; JURISDICTIONThis Agreement is governed by the laws of the State of Michigan, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Monroe County, Michigan with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.25. SOCIAL MEDIAPromotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:25.1. You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, “25% off sale at O2VAPE through Wednesday with code O2VAPE25.”25.2. You are PROHIBITED from posting your affiliate links on O2VAPE’s Facebook, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.26. VIDEO & STREAMING CONTENTIf you produce recorded or streaming video content which includes O2VAPE’s products, for example unboxing or how-to tutorials, you must obtain written approval from O2VAPE prior to publishing that content online.27. OPERATIONS OUTSIDE UNITED STATESIf you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.28. FTC DISCLOSURE REQUIREMENTSYou shall include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate 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.29. MISCELLANEOUS29.1. 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 O2VAPE.com. 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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.29.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, 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.29.3. Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of O2VAPE, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.29.4. Nonwaiver. Any failure by O2VAPE to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.29.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.29.6. Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail.29.7. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan without regard to the conflicts of laws and principles thereof.29.8. 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.