Apolla Performance Wear LLC

Special Terms & Conditions

Apolla Performance Operating Agreement for Affiliate Network
This Agreement contains the terms and conditions that supplement the Publisher Service Agreement and that apply to a party's participation as an affiliate in the Affiliate Network of Apolla Performance, Inc. (the "Program"). As used in this Agreement, "we" means Apolla Performance, (and its related entities), and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the apollaperformance.com site or to the site that you will link to our site.

1. Enrollment in the Program

You may submit a completed Program application through theShareasale Network to begin the enrollment process. We will evaluate your application and promptly notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your Site is unsuitable for the Program, this includes but is not limited to, the inability to direct a reasonable amount of traffic by way of sales volume, clicks, and page views to our Site. Unsuitable Sites include, without limitation, those that contain illegal, offensive, infringing or objectionable content. If we reject your application, you may reapply to the Program at any time. However, we may, at our discretion, permanently bar you from participation in the Program if your Site or business is inconsistent with our objectives or the operation of our Program. If we do, we will inform you of our decision.

2. Links on Your Site

All links that you will use in the Program will be provided to you through the Account Manager User interface in the SAS Network.

• General Links, Buttons, Banners and Textlinks to Apollaperformance.com Home Page: You may use a general link on your Site to our home page in a format to be provided through the Account Manager User interface in the SAS Network. Such links may take the form of graphics, banners, and buttons. General links may also include text links, which must receive approval by the apollaperformance.com program manager if the copy deviates from product descriptions available through the Account Manager User interface in the SAS Network , the words “in association with Apolla Performance," or any other copy, text and promotions provided by Apolla Performance. Apolla Performance will provide guidelines to use when linking to our Site and outline the use of our trademark in the Program Terms.

• Product and Product Category Links: In addition to general links to the Apolla Performance Site, you may select one or more of our products or product categories to list on your Site. For each selected product or category, you will be provided a special link from each product or category reference on your Site to the corresponding apollaperformance.com product or category page. Links to specific products or categories may have various restrictions on them. For example, we may place limitations on the availability of links based on such things as seasonality of the product, time restrictions for product promotions, and/or product inventory. Subject to any such restrictions, you may add or delete products (and related links) from your Site at any time without our approval.

• ‘Account Manager User Interface’ means the interface used by Publishers to access their Publisher account information, ‘SAS Network’ means the technology platform and services provided by SAS to Advertisers and Publishers to facilitate affiliate marketing program and other programs and services, and ‘Program Terms’ mean “Program Terms” means the: (a) specific regular commissions offered by Advertiser used to calculate payouts, and any other Advertiser payouts, including certain actions (unless otherwise modified herein), performance incentives, or payments made to Publishers outside the scope or definition of cost-per-action promotions, offered by Advertiser; (b) transaction processing period (customized or standard); (c) action referral period; (d) guidelines regarding search terms and other Advertiser restrictions; and (e) Special Ts&Cs, if any.


3. Restrictions and Prohibited Activity

Affiliates are prohibited from paying third parties for placement in search engines and/or shopping portals on the basis of your use of the Apolla Performance name and marks without our express prior written consent. Apolla Performance will consider requests to use other serving mechanisms, third party or other-wise, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance with this request.

Prohibited Terms:
• Our Trademarks Apolla Performance, Apolla Shocks, Dance Longer Dance Stronger, Dance Longer. Dance Stronger. , Wear Apolla Dance Longer, Dance Stronger Wear Apolla, Apolla Shocks, Apolla Guaranteed Period or any keyword string that includes these terms, such as “Apolla Performance coupons” or “Apolla Performance sales” or “Apolla Performance Promo Codes” or “Apolla Performance discounts”
• Any variations or misspellings of our trademarks such as Apollo Performance, Apolla Shock, Apollo Performance, etc.
• Any form of our trademarks, or any variation or misspelling thereof, in connection with foreign country or other domain extensions.

Guidelines:
• Affiliate must apply Apolla Performance and Apolla shocks as a negative keyword to any broad and/or phrase match paid search campaigns, including variations and misspellings from the list of prohibited terms above


Additional Restrictions:
• You may NOT purchase domain names that have Apolla Performance variations or misspellings in them which are solely intended to direct traffic away from the apollaperformance.com
• You may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and reviewed by Apolla Performance
• You may NOT use Apolla Performance’s name, or any variation thereof, in hidden text or source code; you may NOT use Apolla Performance’s name, or any variation thereof, in your domain or sub-domain
• You may NOT engineer your site in such a manner that pulls Internet traffic away from apollaperformance.com
• You may NOT engineer your site in such a manner that would be considered keyword stuffing, such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to apollaperformance.com
• You may NOT purchase any keywords on search sites related to Apolla Performance or any variation thereof
• You may not launch the Apolla Performancs site directly from search engine listings or from your site unless the visitor clicks through Apolla Performance’s banner, logo or product.


Apolla Performance may, in its sole discretion, suspend your account and/or withhold referral fees that were earned based on a breach of this Agreement or your Publisher Service Agreement if you are in violation of any of the prohibitions or conditions contained herein or in the Publisher Service Agreement. In addition to the Termination provisions set forth below, violation of the forgoing prohibitions may result in the immediate termination of this Agreement.

4. Order Processing

We will process product orders placed by customers who follow special links from your Site to the apollaperformance.com Site in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links that you will generate usingShareasale's technology, from your Site to our Site and reports summarizing this sales activity will be available to you also through the Shareasale Network. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Shareasale system. Apolla Performance is not responsible for any changes that Shareasale may make in its reporting format, timing, or types of reports available to members of Shareasale and the Apolla Performance Affiliate Network. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your Site and our Site are properly formatted. Apolla Performancewill not be responsible for improperly formatted links regardless of whether you, the affiliate, has made amendments to the code or not.

5. Referral Fees

We will pay you referral fees on certain product sales to third parties generated from our U.S. consumer web site only. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by Apolla Performance, Inc.) from your Site to the apollaperformance.com Site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will not pay referral fees on any products that are added to a customer's Shopping Cart after the customer has re-entered our Site (other than through a special link from your Site), even if the customer previously followed a link from your Site to our Site. In addition, products listed in the Program Terms as "not available" are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

6. Fee Schedule

You will earn referral fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed in our on-line catalog and excludes costs for shipping, handling, gift-wrapping and similar ancillary services, returns and taxes. The current fee schedule shall be included in the Program Terms.

7. Fee Payment

We will pay you referral fees on a monthly basis through the SAS Network as set forth in this paragraph. Approximately 10 days following the end of each month, Shareasale will receive payment for the referral fees earned on products that were shipped during the previous month. Shareasale will then distribute payment to the affiliates as set forth in the Publisher Service Agreement. If the fees payable to you for any month are less than $25, we shall review this Affiliate program and reserve the right to terminate this Agreement at our sole discretion, at any time after providing you with at least 7 days’ notice.

8. Policies and Pricing

Customers who buy products through this Program will be deemed to be Customers of Apolla Performance without affecting their status as your customer. Accordingly, all Apolla Performance, Inc. policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at apollaperformance.com. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the price(s) to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your Site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the Apolla PerformanceSite. [See Sections 15-16, below.]

9. Identifying yourself as an Associate

We will provide you with a graphic image that identifies your Site as a participant in the Program. In addition, while we request that you identify yourself as a Apolla Performance affiliate, this affiliation may not be promoted by you, the affiliate, in any way whatsoever that falls outside the scope of links described above, without prior approval by Apolla Performance. Such promotions may include, but are not limited to, press releases, marketing materials, media kits, screen shots, graphics altered for co-branding or any other such format.

10. Limited License

We grant you a nonexclusive, revocable right to use the links, images and messages described in Sections 2 and 9, and such other images for which we grant express permission, for the sole purpose of identifying your Site as a Program participant and to assist in generating product sales. You may not modify any of the links, images, or messages in any way. We reserve all of our rights in the image, the message, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see below), as those may change from time to time. We may revoke your license at any time by giving you prior written notice.

11. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your Site and for all content that appears on your Site. For example, you will be solely responsible for:
• The technical operation of your Site and all related equipment;
• Creating and posting product descriptions on your Site and linking those descriptions to our on-line catalog;
• The accuracy, timeliness and appropriateness of content posted on your Site (including, among other things, all product-related materials);
• Ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and
• Ensuring that content posted on your Site is not libelous or otherwise illegal.
• Activating links to the Apolla Performance Site within 90 days of acceptance of Agreement.


We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Site.


12. Terms of the Agreement

The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us prior written notice of termination and we may terminate this Agreement at any time without cause by giving you at least 7 days’ prior notice and with cause by giving you notice as set forth in the Publisher Service Agreement. Upon termination, all Apolla Performancerelated content and links shall be promptly removed from your Site. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by providing you with a new Agreement through the Account Manager User interface with at least 7 days’ prior notice. If you wish to continue your participation in the Apolla Performance program, you must accept such new terms. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules.

14. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.

15. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.

16. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

17. 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 (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Texas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Texas and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

19. Guidelines for Using the Apolla Performance Affiliate Program

These guidelines apply to your use of Apolla Performance Affiliate Program in content and context that have been approved by us.
• You may use the Trademark only for purposes expressly authorized by us.
• You may not modify the Trademark in any manner. For example, you may not change the proportion, color, or font of the Trademark.
• You may not display the Trademark in any manner that implies endorsement by Apolla Performanceoutside of your involvement in the Associates Program.
• You may not use the Trademark to disparage Apolla Performance, its products or services, or in a manner which, in our reasonable judgement, may diminish or otherwise damage our good will in the Trademark.
• The Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image.
• You must use the ® symbol next to the Trademark.
• You acknowledge that all rights to the Trademark are the exclusive property of Apolla Performance and all goodwill generated through your use of the Trademark will inure to our benefit. We reserve the right in our sole discretion to modify these guidelines at any time upon prior written notice. We reserve the right to take action against any use that does not conform to these guidelines.
• No copying of any image on the Apolla Performance web site except for those links specifically provided to you under this Agreement.
• No paying third parties for placement in search engines and/or shopping portals on the basis of your use of the Apolla Performance name and marks without our express prior written consent. Apolla Performancewill consider requests to use other serving mechanisms, third party or otherwise, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance with this request