LaserAway Beauty
Program Terms
¬LaserAway Affiliate Agreement
This Affiliate Program Agreement (“Agreement”) will govern the terms and conditions between you (“you” or “Affiliate”) and The Brighton Hills Group, LLC, a California limited liability company (“LaserAway”) with respect to the LaserAway Affiliate Program (“Program”). The Program is professionally managed by ShareASale.com, Inc. (“ShareASale”) as an affiliate network provider. LaserAway is a merchant in the Program (“Merchant”) who desires to have affiliates in the Program market, advertise and promote products and services of LaserAway. Additionally, the Program is intended to direct visitors of the Affiliates’ website to LaserAway’s website.
If you have registered for or on behalf of an entity you are deemed to have accepted this Agreement on behalf of that entity.
TO USE OR ACCESS THE PROGRAM, YOU MUST AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY SIGNING AND SUBMITTING THE AFFILIATE PROGRAM AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT OR AUTHORITY TO ACCESS OR USE THE PROGRAM OR EXERCISE ANY OTHER RIGHT IN CONNECTION THEREWITH.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
You agree to use the Program, and any additional products and/or services offered by LaserAway in connection with the Program only in accordance with this Agreement. LaserAway reserves the right to make changes to the LaserAway Site, products and services offered by LaserAway, the Program, and this Agreement at any time without prior notice and the revised version of the Agreement shall become effective immediately after being posted on the LaserAway website. Your continued use of the Program after any such modification thereof shall constitute your consent to such modification.
Enrollment
All potential affiliates must be registered with ShareASale and submit an application request to participate in the Program. Once an application has been received ShareASale and LaserAway will review the application and determine if the applicant has met the requirements and qualifications for membership into the Program. All potential affiliates must agree to ShareASales’s terms and conditions, and Merchant’s terms and conditions described herein. Upon acceptance of all registration requirements and notification to the potential affiliate, this Agreement will become effective and the applicant will become a program Affiliate. Registration requests may be rejected at any time for any reason deemed fit by either ShareASale’s or LaserAway’s sole discretion. To use (or continue to use) the Program, you must provide LaserAway with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information.
LaserAway has the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by LaserAway to be misleading, inaccurate or untruthful, LaserAway may restrict, deny or terminate your account and/or your access and use of the Program; LaserAway may also withhold payment of any commissions and/or other fees that may be or become due or payable to you, and may assess charges against such amounts for LaserAway’s activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.
To join the Program, you must be either an entity or an individual who is at least 18 years old and must provide at your expense your own computer equipment and internet access. One person or legal entity may not maintain more than one account. Accounts registered by “bots” or other automated methods are not permitted. LaserAway may, in its sole discretion, refuse to register you as an Affiliate for the Program and/or terminate your participation in the Program at any time for any reason.
Affiliate Qualifications
As stated previously, LaserAway has the sole discretionary right to refuse any Affiliate at any time, from participating in the Program. Affiliates and their websites that will not qualify for the Program include Affiliates and their sites that:
- Disparages LaserAway or any related entity, or their clients, competitors, or any respective products or services.
- Violates or infringes upon the intellectual property, or other rights of a third party including but not limited to third party trademarks, logos, and/or brand names.
- Is hateful, tortious, defamatory, slanderous or libelous.
- Promotes discrimination, bigotry, racism, sexism, hatred, or harm against any group or individual, or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age.
- Promotes violence, illegal activities, illegal drugs, firearms/weapons, or the use of any foregoing.
- Promotes any activates that may appear to be unsafe, dangerous, or unlawful.
- Contains any nudity or any sexually explicit, lewd, offensive, disparaging, or other inappropriate content.
- Communicates messages or images inconsistent with the positive images and goodwill with which LaserAway and their clients wish to be associated with.
- Lists coupons, discounts, or links that were not provided by LaserAway or through ShareASale directly.
- Infringe or violate intellectual property rights including copyright, and trademarks of LaserAway and their clients.
Creatives, Content and Intellectual Property
All creatives and content made available to Affiliates through this Program are the property of LaserAway or their clients or licensors. The terms “content” and “creatives” include but are not limited to images, videos, product names, product numbers, intellectual property, trade names, trademarks, slogans, banners, graphics, designs, and links. Affiliates may only use LaserAway’s creatives and content as specified in this document, or through the Program. If the Affiliate has any concern about the appropriate use of any content, creatives or intellectual property, the Affiliate should contact LaserAway immediately at the address shown in this Agreement.
Limited License to Use LaserAway’s Creatives, Content, and Intellectual Property
After meeting all of the requirements for membership into the Program, Affiliate shall be granted a limited, revocable, non-transferable, non-exclusive license to use in the United States those creatives, content, and intellectual property that LaserAway specifically provides to the Affiliate under this Agreement. Affiliate’s use of the aforementioned shall at all times be subject to LaserAway’s approval for continued use during the Program as described in this Agreement. LaserAway shall provide reasonable guidelines for the use of intangible property provided to the Affiliate. As described below LaserAway’s Intellectual Property and Branding Guidelines must be adhered to by the Affiliate at all times. LaserAway may at any time, at their sole discretion give notice to an Affiliate to cease using the aforementioned intangible property, and with such notice, this limited license shall be terminated.
Affiliate Marketing Activities and Permitted Usage
LaserAway may object to how Affiliate is presenting or marketing their creatives, content and intellectual property. And if the Affiliate does not revise said usage, LaserAway may terminate the Agreement, and with such termination, the Affiliate’s participation in the Program terminates.
Anti-Spam
LaserAway strictly prohibits affiliates from using spam e-mail and other forms of Internet abuse (including but not limited to spamming forums, blogs, social media platforms including Twitter and Facebook, chat rooms) to seek sales. Certain off-line activities that, while may not be considered Spam, are similar in nature are also prohibited. Such activities include distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
Payment to Affiliates
Affiliates will receive payments under the Program through ShareASale. Such payments shall be as separately agreed to as between LaserAway as Merchant, and the Affiliate.
Representations and Warranties of an Affiliate
Affiliate represents and warrants to LaserAway acknowledging that LaserAway is relying upon such representations and warranties in connection with its entering into this Agreement, as follows:
The affiliate has established and implemented practices and procedures to ensure full compliance with all federal, state and local laws, and regulations pertaining to the CAN-SPAM Act of 2003 and with all state and federal telemarketing regulations. Affiliate will immediately contact LaserAway if Affiliate receives any complaints or notices from visitors, or legal authority to their website, or by way of any other forms of communication. Affiliate will indemnify and hold harmless LaserAway, from any and all third party and governmental claims resulting from Affiliate’s acts or omissions that allegedly violate any federal, state, or local law. Affiliate has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of Affiliate as set out herein; By entering into this Agreement, Affiliate will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which Affiliate may be a party; The performance by Affiliate of all its obligations hereunder, will be conducted in compliance with all applicable laws of the jurisdiction noted in this Agreement.
Confidentiality
Affiliate acknowledges that in its relationship with LaserAway and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with confidential information (as defined below) hereinafter referred to as “Confidential Information”, the disclosure of any of which to competitors of LaserAway or to the general public would be highly detrimental to the best interests of LaserAway. Affiliate further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of LaserAway, which LaserAway is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, Affiliate covenants and agrees with LaserAway:
- that Affiliate shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its qualification as an Affiliate hereunder and only in the best interests of LaserAway;
- that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of LaserAway, as applicable) either individually, or in partnership or jointly, or in conjunction with any other party, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge Affiliates duties and obligations relating to its qualification hereunder and only in the best interests of LaserAway;
- that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of LaserAway;
- in furtherance of the above, Affiliate will advise its representatives, and any other parties who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such representatives, Affiliate acknowledges that it shall be fully responsible and liable to LaserAway for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of Affiliate’s representatives, and/or any other parties given access to the Confidential Information, of the restrictive covenants contained herein.
Affiliate acknowledges that the restrictions contained in this Agreement are reasonable and valid and necessary for the protection of the business and operations of LaserAway and that any breach of the provisions will cause LaserAway substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to LaserAway. Accordingly, it is expressly agreed by Affiliate that in the event of any such breach, in addition to any other remedies which may be available to it, LaserAway shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin Affiliate from any further breach of the terms hereof and Affiliate hereby waives all defenses to the strict enforcement by LaserAway of the restrictions herein.
“Confidential Information” means any and all information, documentation or knowledge in any form, relating to the business and assets of LaserAway, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by, the Affiliate, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to LaserAway’s present and contemplated products and services; product designs; inventions, improvements; standards, specifications, systems, methods and operating procedures; techniques and modes of manufacturing, compounding or preparing products, formulations and recipes; merchandising, marketing plans and strategies; tests and reports; profits, costs, pricing, product sourcing and sales policies and strategies; buying habits and preferences of present customers of LaserAway as well as prospective and potential customers, their names and addresses; trade secrets, know-how, data, research and development; patent, trade-mark, copyright, industrial design and all other intellectual property and proprietary rights and shall also include terms of this Agreement.
Limitation of Liability and Indemnities
Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the product referenced in LaserAway’s website, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. Affiliate assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the product, either alone or in combination with other products.
Affiliate hereby agrees to defend, indemnify and hold harmless LaserAway against any liability, losses, damages or costs (including any legal costs) incurred or suffered by LaserAway as a result of any breach, negligent act or omission or willful default on the part of Affiliate, or its representatives arising either directly or indirectly from the performance (or non-performance) by Affiliate or any of its representatives of any obligations under this Agreement.
LaserAway shall not be liable to the Affiliate for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business.
Disclaimer of Warranties and Additional Limitation of Liability
LaserAway’s website www.laseraway.com, if provided on an “as-is” basis LaserAway makes no warranties either express or implied, concerning the accuracy, security, performance or functionality of the website, including whether the website is error or virus free. And expressly disclaims all implied warranties, including warranties of merchantability and fitness for a particular use of purpose, and non-infringement. The website is subject to revision at any time.
Under no circumstances shall LaserAway be liable to Affiliate, Affiliate’s visitors, users or subscribers, or any other party claiming through the Affiliate for any loss, liabilities, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the LaserAway website. And without limiting the foregoing, LaserAway shall in no event be liable for any indirect, incidental, punitive, exemplary damages, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of the action.
Additional Agreements
In addition to agreeing to this Agreement and the requirements set forth by ShareASale, an Affiliate agrees to adhere to LaserAway’s privacy policy, and intellectual property and branding guidelines.
Miscellaneous
Any notice, request, demand, consent or other communication required or permitted under this Agreement of the Affiliate shall be sent to LaserAway at the following address:
Attn: Todd Heckmann
307 S. Robertson Boulevard
Beverly Hills, California 90211
With a courtesy copy by email to: digital@laseraway.com
Affiliate shall provide LaserAway and ShareASale their notice address upon setting up the Program as prescribed by ShareASale.
Either party may change its address for notices and other communications upon notice to the other party by way of electronic means, however, upon such change, the non-changing party has to confirm the address change.
This Agreement constitutes the entire agreement and understanding between the parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the parties with respect to the subject matter of this Agreement.
LaserAway may sell, transfer and assign any or all of its rights and obligations arising from this Agreement to any party, upon notice to Affiliate, provided that the assignee shall agree in writing to be bound by the covenants and agreements contained herein and so assigned by LaserAway. Upon such assignment and assumption, LaserAway shall be under no further obligation hereunder with respect to any of the rights and obligations so assigned. Affiliate shall not assign or transfer its rights or obligations under this Agreement or any document relating to this Agreement to any party without the prior written consent of LaserAway. This Agreement shall be binding upon and ensure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this section shall be void and of no effect.
The status of Affiliate shall be that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute an employment relationship, partnership or joint venture between the parties or constitute or be deemed to constitute Affiliate as the agent of LaserAway for any purpose whatsoever and Affiliate shall have no authority or power to bind LaserAway in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of LaserAway, except as specifically provided for herein. Affiliate shall not list, print or display LaserAway’s name in any manner so as to indicate or imply that there is an employer-employee or a principal-agent relationship between LaserAway and Affiliate.
The failure by either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect its right to require performance at any time thereafter, and no term or provision of this Agreement is deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party to have so waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach by such other party of the same or any other provision.
If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, as may be necessary or desirable in order to give full effect to this Agreement.
LaserAway may modify this Program or the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but are not limited to the expansion of LaserAway’s scope of business and therefore will be added to the Program and Agreement, payment and commission structure changes, payment procedures, and any added or modified Program rules. If Affiliate does not agree with any changes, Affiliates only course of action is to terminate this Agreement. If after any modifications, Affiliate continues to participate in this program, it will be considered as Affiliate’s acceptance of all said modifications.
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California, County of Los Angeles, or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor LaserAway will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No arbitration or other proceedings will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
This Affiliate Program Agreement (“Agreement”) will govern the terms and conditions between you (“you” or “Affiliate”) and The Brighton Hills Group, LLC, a California limited liability company (“LaserAway”) with respect to the LaserAway Affiliate Program (“Program”). The Program is professionally managed by ShareASale.com, Inc. (“ShareASale”) as an affiliate network provider. LaserAway is a merchant in the Program (“Merchant”) who desires to have affiliates in the Program market, advertise and promote products and services of LaserAway. Additionally, the Program is intended to direct visitors of the Affiliates’ website to LaserAway’s website.
If you have registered for or on behalf of an entity you are deemed to have accepted this Agreement on behalf of that entity.
TO USE OR ACCESS THE PROGRAM, YOU MUST AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY SIGNING AND SUBMITTING THE AFFILIATE PROGRAM AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT OR AUTHORITY TO ACCESS OR USE THE PROGRAM OR EXERCISE ANY OTHER RIGHT IN CONNECTION THEREWITH.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
You agree to use the Program, and any additional products and/or services offered by LaserAway in connection with the Program only in accordance with this Agreement. LaserAway reserves the right to make changes to the LaserAway Site, products and services offered by LaserAway, the Program, and this Agreement at any time without prior notice and the revised version of the Agreement shall become effective immediately after being posted on the LaserAway website. Your continued use of the Program after any such modification thereof shall constitute your consent to such modification.
Enrollment
All potential affiliates must be registered with ShareASale and submit an application request to participate in the Program. Once an application has been received ShareASale and LaserAway will review the application and determine if the applicant has met the requirements and qualifications for membership into the Program. All potential affiliates must agree to ShareASales’s terms and conditions, and Merchant’s terms and conditions described herein. Upon acceptance of all registration requirements and notification to the potential affiliate, this Agreement will become effective and the applicant will become a program Affiliate. Registration requests may be rejected at any time for any reason deemed fit by either ShareASale’s or LaserAway’s sole discretion. To use (or continue to use) the Program, you must provide LaserAway with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information.
LaserAway has the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by LaserAway to be misleading, inaccurate or untruthful, LaserAway may restrict, deny or terminate your account and/or your access and use of the Program; LaserAway may also withhold payment of any commissions and/or other fees that may be or become due or payable to you, and may assess charges against such amounts for LaserAway’s activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.
To join the Program, you must be either an entity or an individual who is at least 18 years old and must provide at your expense your own computer equipment and internet access. One person or legal entity may not maintain more than one account. Accounts registered by “bots” or other automated methods are not permitted. LaserAway may, in its sole discretion, refuse to register you as an Affiliate for the Program and/or terminate your participation in the Program at any time for any reason.
Affiliate Qualifications
As stated previously, LaserAway has the sole discretionary right to refuse any Affiliate at any time, from participating in the Program. Affiliates and their websites that will not qualify for the Program include Affiliates and their sites that:
- Disparages LaserAway or any related entity, or their clients, competitors, or any respective products or services.
- Violates or infringes upon the intellectual property, or other rights of a third party including but not limited to third party trademarks, logos, and/or brand names.
- Is hateful, tortious, defamatory, slanderous or libelous.
- Promotes discrimination, bigotry, racism, sexism, hatred, or harm against any group or individual, or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age.
- Promotes violence, illegal activities, illegal drugs, firearms/weapons, or the use of any foregoing.
- Promotes any activates that may appear to be unsafe, dangerous, or unlawful.
- Contains any nudity or any sexually explicit, lewd, offensive, disparaging, or other inappropriate content.
- Communicates messages or images inconsistent with the positive images and goodwill with which LaserAway and their clients wish to be associated with.
- Lists coupons, discounts, or links that were not provided by LaserAway or through ShareASale directly.
- Infringe or violate intellectual property rights including copyright, and trademarks of LaserAway and their clients.
Creatives, Content and Intellectual Property
All creatives and content made available to Affiliates through this Program are the property of LaserAway or their clients or licensors. The terms “content” and “creatives” include but are not limited to images, videos, product names, product numbers, intellectual property, trade names, trademarks, slogans, banners, graphics, designs, and links. Affiliates may only use LaserAway’s creatives and content as specified in this document, or through the Program. If the Affiliate has any concern about the appropriate use of any content, creatives or intellectual property, the Affiliate should contact LaserAway immediately at the address shown in this Agreement.
Limited License to Use LaserAway’s Creatives, Content, and Intellectual Property
After meeting all of the requirements for membership into the Program, Affiliate shall be granted a limited, revocable, non-transferable, non-exclusive license to use in the United States those creatives, content, and intellectual property that LaserAway specifically provides to the Affiliate under this Agreement. Affiliate’s use of the aforementioned shall at all times be subject to LaserAway’s approval for continued use during the Program as described in this Agreement. LaserAway shall provide reasonable guidelines for the use of intangible property provided to the Affiliate. As described below LaserAway’s Intellectual Property and Branding Guidelines must be adhered to by the Affiliate at all times. LaserAway may at any time, at their sole discretion give notice to an Affiliate to cease using the aforementioned intangible property, and with such notice, this limited license shall be terminated.
Affiliate Marketing Activities and Permitted Usage
LaserAway may object to how Affiliate is presenting or marketing their creatives, content and intellectual property. And if the Affiliate does not revise said usage, LaserAway may terminate the Agreement, and with such termination, the Affiliate’s participation in the Program terminates.
Anti-Spam
LaserAway strictly prohibits affiliates from using spam e-mail and other forms of Internet abuse (including but not limited to spamming forums, blogs, social media platforms including Twitter and Facebook, chat rooms) to seek sales. Certain off-line activities that, while may not be considered Spam, are similar in nature are also prohibited. Such activities include distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
Payment to Affiliates
Affiliates will receive payments under the Program through ShareASale. Such payments shall be as separately agreed to as between LaserAway as Merchant, and the Affiliate.
Representations and Warranties of an Affiliate
Affiliate represents and warrants to LaserAway acknowledging that LaserAway is relying upon such representations and warranties in connection with its entering into this Agreement, as follows:
The affiliate has established and implemented practices and procedures to ensure full compliance with all federal, state and local laws, and regulations pertaining to the CAN-SPAM Act of 2003 and with all state and federal telemarketing regulations. Affiliate will immediately contact LaserAway if Affiliate receives any complaints or notices from visitors, or legal authority to their website, or by way of any other forms of communication. Affiliate will indemnify and hold harmless LaserAway, from any and all third party and governmental claims resulting from Affiliate’s acts or omissions that allegedly violate any federal, state, or local law. Affiliate has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of Affiliate as set out herein; By entering into this Agreement, Affiliate will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which Affiliate may be a party; The performance by Affiliate of all its obligations hereunder, will be conducted in compliance with all applicable laws of the jurisdiction noted in this Agreement.
Confidentiality
Affiliate acknowledges that in its relationship with LaserAway and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with confidential information (as defined below) hereinafter referred to as “Confidential Information”, the disclosure of any of which to competitors of LaserAway or to the general public would be highly detrimental to the best interests of LaserAway. Affiliate further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of LaserAway, which LaserAway is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, Affiliate covenants and agrees with LaserAway:
- that Affiliate shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its qualification as an Affiliate hereunder and only in the best interests of LaserAway;
- that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of LaserAway, as applicable) either individually, or in partnership or jointly, or in conjunction with any other party, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge Affiliates duties and obligations relating to its qualification hereunder and only in the best interests of LaserAway;
- that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of LaserAway;
- in furtherance of the above, Affiliate will advise its representatives, and any other parties who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such representatives, Affiliate acknowledges that it shall be fully responsible and liable to LaserAway for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of Affiliate’s representatives, and/or any other parties given access to the Confidential Information, of the restrictive covenants contained herein.
Affiliate acknowledges that the restrictions contained in this Agreement are reasonable and valid and necessary for the protection of the business and operations of LaserAway and that any breach of the provisions will cause LaserAway substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to LaserAway. Accordingly, it is expressly agreed by Affiliate that in the event of any such breach, in addition to any other remedies which may be available to it, LaserAway shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin Affiliate from any further breach of the terms hereof and Affiliate hereby waives all defenses to the strict enforcement by LaserAway of the restrictions herein.
“Confidential Information” means any and all information, documentation or knowledge in any form, relating to the business and assets of LaserAway, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by, the Affiliate, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to LaserAway’s present and contemplated products and services; product designs; inventions, improvements; standards, specifications, systems, methods and operating procedures; techniques and modes of manufacturing, compounding or preparing products, formulations and recipes; merchandising, marketing plans and strategies; tests and reports; profits, costs, pricing, product sourcing and sales policies and strategies; buying habits and preferences of present customers of LaserAway as well as prospective and potential customers, their names and addresses; trade secrets, know-how, data, research and development; patent, trade-mark, copyright, industrial design and all other intellectual property and proprietary rights and shall also include terms of this Agreement.
Limitation of Liability and Indemnities
Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the product referenced in LaserAway’s website, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. Affiliate assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the product, either alone or in combination with other products.
Affiliate hereby agrees to defend, indemnify and hold harmless LaserAway against any liability, losses, damages or costs (including any legal costs) incurred or suffered by LaserAway as a result of any breach, negligent act or omission or willful default on the part of Affiliate, or its representatives arising either directly or indirectly from the performance (or non-performance) by Affiliate or any of its representatives of any obligations under this Agreement.
LaserAway shall not be liable to the Affiliate for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business.
Disclaimer of Warranties and Additional Limitation of Liability
LaserAway’s website www.laseraway.com, if provided on an “as-is” basis LaserAway makes no warranties either express or implied, concerning the accuracy, security, performance or functionality of the website, including whether the website is error or virus free. And expressly disclaims all implied warranties, including warranties of merchantability and fitness for a particular use of purpose, and non-infringement. The website is subject to revision at any time.
Under no circumstances shall LaserAway be liable to Affiliate, Affiliate’s visitors, users or subscribers, or any other party claiming through the Affiliate for any loss, liabilities, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the LaserAway website. And without limiting the foregoing, LaserAway shall in no event be liable for any indirect, incidental, punitive, exemplary damages, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of the action.
Additional Agreements
In addition to agreeing to this Agreement and the requirements set forth by ShareASale, an Affiliate agrees to adhere to LaserAway’s privacy policy, and intellectual property and branding guidelines.
Miscellaneous
Any notice, request, demand, consent or other communication required or permitted under this Agreement of the Affiliate shall be sent to LaserAway at the following address:
Attn: Todd Heckmann
307 S. Robertson Boulevard
Beverly Hills, California 90211
With a courtesy copy by email to: digital@laseraway.com
Affiliate shall provide LaserAway and ShareASale their notice address upon setting up the Program as prescribed by ShareASale.
Either party may change its address for notices and other communications upon notice to the other party by way of electronic means, however, upon such change, the non-changing party has to confirm the address change.
This Agreement constitutes the entire agreement and understanding between the parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the parties with respect to the subject matter of this Agreement.
LaserAway may sell, transfer and assign any or all of its rights and obligations arising from this Agreement to any party, upon notice to Affiliate, provided that the assignee shall agree in writing to be bound by the covenants and agreements contained herein and so assigned by LaserAway. Upon such assignment and assumption, LaserAway shall be under no further obligation hereunder with respect to any of the rights and obligations so assigned. Affiliate shall not assign or transfer its rights or obligations under this Agreement or any document relating to this Agreement to any party without the prior written consent of LaserAway. This Agreement shall be binding upon and ensure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this section shall be void and of no effect.
The status of Affiliate shall be that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute an employment relationship, partnership or joint venture between the parties or constitute or be deemed to constitute Affiliate as the agent of LaserAway for any purpose whatsoever and Affiliate shall have no authority or power to bind LaserAway in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of LaserAway, except as specifically provided for herein. Affiliate shall not list, print or display LaserAway’s name in any manner so as to indicate or imply that there is an employer-employee or a principal-agent relationship between LaserAway and Affiliate.
The failure by either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect its right to require performance at any time thereafter, and no term or provision of this Agreement is deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party to have so waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach by such other party of the same or any other provision.
If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, as may be necessary or desirable in order to give full effect to this Agreement.
LaserAway may modify this Program or the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but are not limited to the expansion of LaserAway’s scope of business and therefore will be added to the Program and Agreement, payment and commission structure changes, payment procedures, and any added or modified Program rules. If Affiliate does not agree with any changes, Affiliates only course of action is to terminate this Agreement. If after any modifications, Affiliate continues to participate in this program, it will be considered as Affiliate’s acceptance of all said modifications.
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California, County of Los Angeles, or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor LaserAway will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No arbitration or other proceedings will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.