MakseLife
Program Terms
MakseLife Affiliate Program Agreement
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your
application to participate in the MakseLife Affiliate Program (“Program”). If you do
not accept all of the terms and conditions of this Agreement, please do not submit an Application. By
submitting the Application, you are conclusively deemed to have accepted and agreed to be
bound by this Agreement. As used in this Agreement, "we" “us” and “MakseLife ” means MakseLife, LLC and “Affiliate” “you” and “your” means the applicant submitting the
Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”) and this
Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up
request and your linking and/or participation in the Program.
Program enrollment benefits are as follows:
- 10% commission paid on all product sales
- 30 day cookie policy
- Seasonal Access and/or discounts to MakseLife programs, coaching, and events
Program enrollment agreement:
- To ensure the quality of the MakseLife Affiliate Program, all Affiliate's MUST be a user of MakseLife products, courses, workshops and/or coaching programs.
- Affiliate is responsible for purchasing products that they choose to promote. By entering this agreement, MakseLife cannot be held liable for offering free or discounted products to Affiliates, and may do so at MakseLife's discretion.
- Affiliate agrees to posting content about MakseLife products or programs on their social media or website, a minimum of 12 times a year. MakseLife will conduct a quarterly Affiliate review and may suspend any Affiliates who are not in compliance.
- Affiliate must be a resident of the United States.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale
and request to be linked to the merchant, MakseLife. Your registration
request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion.
Your request will be rejected if it is determined that your web site includes anything that is, inter
alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise
objectionable. For domain names associated with your site that are registered privately, the
domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by
the Affiliate Agreement you accept when you apply to our Program. Please review the Share-a-Sale
Affiliate agreement at www.shareasale.com.
All images, product names & numbers, trade names, trademarks, slogans, and/or designs
depicted in any marketing collateral or links made available to you under this Program
(collectively, “MakseLife Material”) are the proprietary property of MakseLife or its licensors. Affiliates
shall use MakseLife Materials only as specified herein and shall not misappropriate Material
by, e.g. incorporating the same in a domain name.
• Online Advertising (sponsored links)
Your paid ads must not link directly to our site, even through a Share-a-Sale link.
All paid search ads must take visitors to YOUR Site, not OURS.
MakseLife does not allow the bidding or use of it’s branded trademark terms by Affiliates
engaging in paid search advertising in any search engine, e.g. Google, Yahoo, Bing.
Unless there is a written agreement to the contrary you are not to use any of the
following trademark terms (or misspellings or derivatives thereof) in the title,
advertising copy and/or description or display URL of a paid search advertisement.
[MakseLife, MakseFam, MakseLife Planner(s), MakseLife Goal-Setting System, www.makselife.com]
You are permitted to use the above terms on the landing pages of your site, provided
such use is not confusing, misleading, does not dilute or disparage our trademarks,
and is in keeping with generally recognized and accepted practices of fair use under
U.S. Trademark Law.
• Online Advertising (organic links)
Affiliates that use the above branded trademark terms in any organic search link must
use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not
dilute or disparage our trademarks, and is in keeping with generally recognized and
accepted practices of fair use under U.S. Trademark Law.
• Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes
MakseLife, its products, services, web sites, or offers without MakseLife’s prior express written
consent. If consent is provided, Affiliate must include MakseLife on its email
distribution list at the following address hello@makselife.com. Affiliate shall not
send any unsolicited commercial e-mail or other unsolicited online communications.
Affiliate hereby represents that it will comply with all laws, rules, regulations, and
ordinances relating to the sending of commercial emails, including, but not limited to, the
federal CAN-SPAM Act of 2003. In addition, Affiliate shall not generate or send any
material advertising or promoting any MakseLife products or services via facsimile or engage
in any telemarketing activities with respect to MakseLife's products or services.
In any marketing activities where a reference is made to MakseLife or to any of MakseLife’s
trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or
“aff.”
Except as otherwise set forth in this Agreement, Affiliate shall not use MakseLife’s name,
trademarks, service marks or any derivations or variations thereof in any manner, including
without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain
name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of MakseLife’s
trademarked terms, either alone or in conjunction with or as part of any other word or name, in
any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any
endorsement by MakseLife of any services provided by Affiliate, or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us, without further
notice. Such actions include but are not limited to suspension or termination of Affiliate
account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's
activities.
4. Links & Images
MakseLife shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and
textual images (the "Images") that serve to identify your site as a member of the Program and
that will establish “Links” from any and all websites you own, operate or control (“your site”) to
www.makselife.com (“our site”). You may, subject to the terms and conditions herein, display Links
as often and in as many areas on your site as you desire. You shall cooperate fully with MakseLife in
establishing and maintaining Links. You may display in your site only those Images provided to
you by MakseLife which may by discontinued or replaced at any time and from time to time in our
sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image
provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as
doing so will not allow proper reporting of traffic sent through such banner link code. You agree
that each Link connecting users of your site to our site will in no way alter the look, feel, or
functionality of our site. MakseLife and/or Share-a-Sale may monitor your site at any time to
determine if you are in compliance with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 15 days of your acceptance into the Program
b. Actively participate in the Program by accessing and using promotional Links via the
Share-a-Sale site
c. You agree to be solely responsible for all costs and expenses you may incur in
connection with your participation on the Program and/or your performance under this
Agreement including
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of
such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of
any third party, including, but not limited to, copyrights, trademarks, privacy, or
other personal or proprietary rights, are not libelous, defamatory, misleading,
false or deceptive or otherwise illegal; and
(iv) ensuring that your site and your business practices do not violate this
Agreement
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with
current and accurate information (including WHOIS information) and, at all times, list the
web sites you are using to drive traffic to us. For domain names associated with your site
that are registered privately, the domain of your username/email address must match the
URL submitted with your application
e. You agree not to make any representations, either express or implied, or create an
appearance or impression, directly or indirectly, that a visitor to your site is visiting our
site, that a visitor to our site is visiting your site or that MakseLife endorses you or your site
or your products and services (for example, you are agreeing not to ”frame” any pages or
portions of our site)
f. MakseLife is not obligated to make any representations, warranties or other statements
concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic.
We reserve the right to research and investigate affiliates and their activities and, at our own
discretion, determine whether or not these practices are in place. Affiliates found in violation of
this policy will be immediately terminated from the Affiliate Program with any unpaid commissions
forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the
Program, you shall not create, publish, distribute, or permit any material that makes reference to
MakseLife or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy MakseLife’s products and services through the Program are deemed to be
customers of MakseLife. As such, all of MakseLife’s policies and operating procedures concerning
customer orders, customer service, and product and service sales shall apply. MakseLife shall own
and retain all right, title and interest in all names, addresses and other identifying information of
customers visiting Our Site ("Customer Data") which is collected by MakseLife, including without
limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use
any such Customer Data.
You may not include price information in your product descriptions without our explicit consent.
You shall refer all questions, requests and queries regarding our products and services to us.
Affiliate does not have the authority to make or accept any offer on our behalf.
MakseLife reserves the right to withhold Affiliate commissions and/or terminate this Agreement
for Affiliates found to be in violation of this policy.
9. Commission Payment
MakseLife is neither responsible nor liable for any type of commission payments to you. Share-aSale handles and is solely responsible for any and all commission payments. Please visit
www.shareasale.com for more information regarding commission payment and timing of
payments.
10. Licenses and Use of Logos and Trademarks
a. MakseLife grants you a limited, non-exclusive, non-transferable, revocable right to (i) access
our site through the Links solely in accordance with, and for the contemplated purpose
of, this Agreement, and (ii) to use the branded trademarked terms shown below (only in
the form(s) that they appear on the MakseLife Affiliate Program Share-a-Sale web pages)
solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole
purpose of promoting MakseLife’s products and services on your site. You may not copy,
distribute, alter, modify, reverse engineer, or create derivative works from the Licensed
Materials. MakseLife may revoke your license at any time by giving you notice. Any goodwill
arising out of your use of the Licensed Materials shall inure to the benefit of MakseLife only
b. You shall not make any specific use of any Licensed Materials for purposes other than
promoting MakseLife’s products and services on your site. You agree not to use the
Licensed Materials in a manner that is misleading or deceptive or that disparages the
Program, MakseLife or its affiliates or any of its or their products or services, or that
otherwise portrays MakseLife, in its sole discretion, in a negative light. MakseLife reserves all
rights in the Licensed Materials. At no time during the Term or thereafter will you
challenge, or assist others in challenging, the validity of the Licensed Materials or the
registration thereof or attempt to register any confusingly similar trademarks, service
marks, logos, trade names or domain names. Except for the limited license set forth
above, no license or other rights to the Licensed Materials will be deemed granted to you
hereunder or in connection with the Program, by implication, estoppel or otherwise
c. You agree that any breach by you of your obligations regarding Licensed Materials during
the term or thereafter may result in irreparable injury to MakseLife for which there may be no
adequate remedy at law. Therefore, in the event of any breach or threatened breach of
such obligations of yours, MakseLife will be entitled to seek equitable relief in addition to its
other available legal remedies in a court of competent jurisdiction
d. You grant to MakseLife a non-exclusive license to use your names, titles, logos, and
trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in
any manner your participation in the Program and/or to further MakseLife’s rights hereunder.
Notwithstanding, we are not obligated to advertise, market, promote or publicize your
participation in our Program or the existence of, or any other aspect of the Program
e. The licenses granted hereunder shall run concurrently with the term of this Agreement
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the
Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at
any time, with or without cause, by giving the other party notice of such termination. No
commissions shall accrue or be earned by you after the Term.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement,
and fees earned through the date of termination will remain payable only if the related orders are
not canceled or returned. MakseLife may withhold Affiliate’s final payment for a reasonable time to
ensure that the correct amount is paid. If MakseLife has reason to believe Affiliate’s orders/referrals
were obtained fraudulently or through misrepresentation, MakseLife shall have the right to withhold
payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall
immediately remove all Licensed Materials from Your Site and cease using MakseLife’s name, logos,
trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
MakseLife may modify this Agreement or the Program terms at any time in its sole discretion. You
will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a
change notice. If you no long wish to be bound by the Program terms, as modified, you must
immediately discontinue your participation in the Program and notify us accordingly. Your
continued participation in the Program following any notice of change to this Agreement or the
Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILIATE UNDERSTANDS THAT MAKSELIFE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY,
SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS
THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR
MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB
SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and MakseLife are independent contractors and nothing in this Agreement shall be construed to
create any partnership, joint venture, agency, franchise, sales representative, or employment
relationship. You have no authority to make or accept any offers or representations on behalf of
MakseLife. You may not make any statement, whether on your site or otherwise, that contradicts
anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and
sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your
Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other
proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance
or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or
obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false
advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses,
worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state
laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that
all information including, without limitation, business and financial information, customer and
vendor lists, and pricing and sales information, concerning MakseLife or you, or any other affiliate,
provided by or on behalf of any of them shall remain strictly confidential and shall not be used,
directly or indirectly, by such party for its own business purposes or for any other purpose except
and solely to the extent that any such information is generally known or available to the public
through a source or sources other than such party hereto or its affiliates. Notwithstanding the
foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any
person pursuant to a subpoena issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by
applicable law, rule, regulation, or legal process.
16. Limitation of Liability
MakseLife makes no express or implied warranties or representations with respect to the Program,
our site or any MakseLife products or services sold through the Program, including, without
limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any
implied warranties arising out of course of performance, dealing, or trade usage. MakseLife makes
no representation that the operation of our site will be uninterrupted or error-free and we shall not
be liable for the consequences of any such interruptions or errors.
MAKSELIFE SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION
WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM,
EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE
REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR
ANY BREACH BY MAKSELIFE HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN
THE PROGRAM.
17. Indemnification
Affiliate agrees to indemnify, defend and hold harmless MakseLife and its affiliates, directors,
officers, employees and agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party,
arising out of a breach, or alleged breach, of any of its representations or obligations herein.
18. Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in
California and Affiliate irrevocably consents to the jurisdiction of such courts.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such
marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and
all marketing materials, without further compensation.
20. Notices
All notices from you to us, required under this Agreement shall be sent via United States mail,
postage prepaid, addressed as follows:
MakseLife LLC
4750 J St #19972
Sacramento, CA 95819
Attn: Affiliate Program Manager
Notices from us to you may be sent via United States mail, postage prepaid, facsimile, or e-mail
using the contact information on file held by MakseLife or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and MakseLife
regarding the Program and supersedes all prior and contemporaneous, understandings,
agreements and communications, written or oral, with respect to the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application, I hereby certify that I am authorized
to act on behalf of Affiliate and that I have read and accepted the terms, conditions and
disclosures associated with this Agreement.
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your
application to participate in the MakseLife Affiliate Program (“Program”). If you do
not accept all of the terms and conditions of this Agreement, please do not submit an Application. By
submitting the Application, you are conclusively deemed to have accepted and agreed to be
bound by this Agreement. As used in this Agreement, "we" “us” and “MakseLife ” means MakseLife, LLC and “Affiliate” “you” and “your” means the applicant submitting the
Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”) and this
Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up
request and your linking and/or participation in the Program.
Program enrollment benefits are as follows:
- 10% commission paid on all product sales
- 30 day cookie policy
- Seasonal Access and/or discounts to MakseLife programs, coaching, and events
Program enrollment agreement:
- To ensure the quality of the MakseLife Affiliate Program, all Affiliate's MUST be a user of MakseLife products, courses, workshops and/or coaching programs.
- Affiliate is responsible for purchasing products that they choose to promote. By entering this agreement, MakseLife cannot be held liable for offering free or discounted products to Affiliates, and may do so at MakseLife's discretion.
- Affiliate agrees to posting content about MakseLife products or programs on their social media or website, a minimum of 12 times a year. MakseLife will conduct a quarterly Affiliate review and may suspend any Affiliates who are not in compliance.
- Affiliate must be a resident of the United States.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale
and request to be linked to the merchant, MakseLife. Your registration
request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion.
Your request will be rejected if it is determined that your web site includes anything that is, inter
alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise
objectionable. For domain names associated with your site that are registered privately, the
domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by
the Affiliate Agreement you accept when you apply to our Program. Please review the Share-a-Sale
Affiliate agreement at www.shareasale.com.
All images, product names & numbers, trade names, trademarks, slogans, and/or designs
depicted in any marketing collateral or links made available to you under this Program
(collectively, “MakseLife Material”) are the proprietary property of MakseLife or its licensors. Affiliates
shall use MakseLife Materials only as specified herein and shall not misappropriate Material
by, e.g. incorporating the same in a domain name.
• Online Advertising (sponsored links)
Your paid ads must not link directly to our site, even through a Share-a-Sale link.
All paid search ads must take visitors to YOUR Site, not OURS.
MakseLife does not allow the bidding or use of it’s branded trademark terms by Affiliates
engaging in paid search advertising in any search engine, e.g. Google, Yahoo, Bing.
Unless there is a written agreement to the contrary you are not to use any of the
following trademark terms (or misspellings or derivatives thereof) in the title,
advertising copy and/or description or display URL of a paid search advertisement.
[MakseLife, MakseFam, MakseLife Planner(s), MakseLife Goal-Setting System, www.makselife.com]
You are permitted to use the above terms on the landing pages of your site, provided
such use is not confusing, misleading, does not dilute or disparage our trademarks,
and is in keeping with generally recognized and accepted practices of fair use under
U.S. Trademark Law.
• Online Advertising (organic links)
Affiliates that use the above branded trademark terms in any organic search link must
use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not
dilute or disparage our trademarks, and is in keeping with generally recognized and
accepted practices of fair use under U.S. Trademark Law.
• Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes
MakseLife, its products, services, web sites, or offers without MakseLife’s prior express written
consent. If consent is provided, Affiliate must include MakseLife on its email
distribution list at the following address hello@makselife.com. Affiliate shall not
send any unsolicited commercial e-mail or other unsolicited online communications.
Affiliate hereby represents that it will comply with all laws, rules, regulations, and
ordinances relating to the sending of commercial emails, including, but not limited to, the
federal CAN-SPAM Act of 2003. In addition, Affiliate shall not generate or send any
material advertising or promoting any MakseLife products or services via facsimile or engage
in any telemarketing activities with respect to MakseLife's products or services.
In any marketing activities where a reference is made to MakseLife or to any of MakseLife’s
trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or
“aff.”
Except as otherwise set forth in this Agreement, Affiliate shall not use MakseLife’s name,
trademarks, service marks or any derivations or variations thereof in any manner, including
without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain
name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of MakseLife’s
trademarked terms, either alone or in conjunction with or as part of any other word or name, in
any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any
endorsement by MakseLife of any services provided by Affiliate, or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us, without further
notice. Such actions include but are not limited to suspension or termination of Affiliate
account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's
activities.
4. Links & Images
MakseLife shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and
textual images (the "Images") that serve to identify your site as a member of the Program and
that will establish “Links” from any and all websites you own, operate or control (“your site”) to
www.makselife.com (“our site”). You may, subject to the terms and conditions herein, display Links
as often and in as many areas on your site as you desire. You shall cooperate fully with MakseLife in
establishing and maintaining Links. You may display in your site only those Images provided to
you by MakseLife which may by discontinued or replaced at any time and from time to time in our
sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image
provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as
doing so will not allow proper reporting of traffic sent through such banner link code. You agree
that each Link connecting users of your site to our site will in no way alter the look, feel, or
functionality of our site. MakseLife and/or Share-a-Sale may monitor your site at any time to
determine if you are in compliance with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 15 days of your acceptance into the Program
b. Actively participate in the Program by accessing and using promotional Links via the
Share-a-Sale site
c. You agree to be solely responsible for all costs and expenses you may incur in
connection with your participation on the Program and/or your performance under this
Agreement including
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of
such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of
any third party, including, but not limited to, copyrights, trademarks, privacy, or
other personal or proprietary rights, are not libelous, defamatory, misleading,
false or deceptive or otherwise illegal; and
(iv) ensuring that your site and your business practices do not violate this
Agreement
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with
current and accurate information (including WHOIS information) and, at all times, list the
web sites you are using to drive traffic to us. For domain names associated with your site
that are registered privately, the domain of your username/email address must match the
URL submitted with your application
e. You agree not to make any representations, either express or implied, or create an
appearance or impression, directly or indirectly, that a visitor to your site is visiting our
site, that a visitor to our site is visiting your site or that MakseLife endorses you or your site
or your products and services (for example, you are agreeing not to ”frame” any pages or
portions of our site)
f. MakseLife is not obligated to make any representations, warranties or other statements
concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic.
We reserve the right to research and investigate affiliates and their activities and, at our own
discretion, determine whether or not these practices are in place. Affiliates found in violation of
this policy will be immediately terminated from the Affiliate Program with any unpaid commissions
forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the
Program, you shall not create, publish, distribute, or permit any material that makes reference to
MakseLife or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy MakseLife’s products and services through the Program are deemed to be
customers of MakseLife. As such, all of MakseLife’s policies and operating procedures concerning
customer orders, customer service, and product and service sales shall apply. MakseLife shall own
and retain all right, title and interest in all names, addresses and other identifying information of
customers visiting Our Site ("Customer Data") which is collected by MakseLife, including without
limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use
any such Customer Data.
You may not include price information in your product descriptions without our explicit consent.
You shall refer all questions, requests and queries regarding our products and services to us.
Affiliate does not have the authority to make or accept any offer on our behalf.
MakseLife reserves the right to withhold Affiliate commissions and/or terminate this Agreement
for Affiliates found to be in violation of this policy.
9. Commission Payment
MakseLife is neither responsible nor liable for any type of commission payments to you. Share-aSale handles and is solely responsible for any and all commission payments. Please visit
www.shareasale.com for more information regarding commission payment and timing of
payments.
10. Licenses and Use of Logos and Trademarks
a. MakseLife grants you a limited, non-exclusive, non-transferable, revocable right to (i) access
our site through the Links solely in accordance with, and for the contemplated purpose
of, this Agreement, and (ii) to use the branded trademarked terms shown below (only in
the form(s) that they appear on the MakseLife Affiliate Program Share-a-Sale web pages)
solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole
purpose of promoting MakseLife’s products and services on your site. You may not copy,
distribute, alter, modify, reverse engineer, or create derivative works from the Licensed
Materials. MakseLife may revoke your license at any time by giving you notice. Any goodwill
arising out of your use of the Licensed Materials shall inure to the benefit of MakseLife only
b. You shall not make any specific use of any Licensed Materials for purposes other than
promoting MakseLife’s products and services on your site. You agree not to use the
Licensed Materials in a manner that is misleading or deceptive or that disparages the
Program, MakseLife or its affiliates or any of its or their products or services, or that
otherwise portrays MakseLife, in its sole discretion, in a negative light. MakseLife reserves all
rights in the Licensed Materials. At no time during the Term or thereafter will you
challenge, or assist others in challenging, the validity of the Licensed Materials or the
registration thereof or attempt to register any confusingly similar trademarks, service
marks, logos, trade names or domain names. Except for the limited license set forth
above, no license or other rights to the Licensed Materials will be deemed granted to you
hereunder or in connection with the Program, by implication, estoppel or otherwise
c. You agree that any breach by you of your obligations regarding Licensed Materials during
the term or thereafter may result in irreparable injury to MakseLife for which there may be no
adequate remedy at law. Therefore, in the event of any breach or threatened breach of
such obligations of yours, MakseLife will be entitled to seek equitable relief in addition to its
other available legal remedies in a court of competent jurisdiction
d. You grant to MakseLife a non-exclusive license to use your names, titles, logos, and
trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in
any manner your participation in the Program and/or to further MakseLife’s rights hereunder.
Notwithstanding, we are not obligated to advertise, market, promote or publicize your
participation in our Program or the existence of, or any other aspect of the Program
e. The licenses granted hereunder shall run concurrently with the term of this Agreement
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the
Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at
any time, with or without cause, by giving the other party notice of such termination. No
commissions shall accrue or be earned by you after the Term.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement,
and fees earned through the date of termination will remain payable only if the related orders are
not canceled or returned. MakseLife may withhold Affiliate’s final payment for a reasonable time to
ensure that the correct amount is paid. If MakseLife has reason to believe Affiliate’s orders/referrals
were obtained fraudulently or through misrepresentation, MakseLife shall have the right to withhold
payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall
immediately remove all Licensed Materials from Your Site and cease using MakseLife’s name, logos,
trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
MakseLife may modify this Agreement or the Program terms at any time in its sole discretion. You
will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a
change notice. If you no long wish to be bound by the Program terms, as modified, you must
immediately discontinue your participation in the Program and notify us accordingly. Your
continued participation in the Program following any notice of change to this Agreement or the
Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILIATE UNDERSTANDS THAT MAKSELIFE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY,
SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS
THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR
MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB
SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and MakseLife are independent contractors and nothing in this Agreement shall be construed to
create any partnership, joint venture, agency, franchise, sales representative, or employment
relationship. You have no authority to make or accept any offers or representations on behalf of
MakseLife. You may not make any statement, whether on your site or otherwise, that contradicts
anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and
sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your
Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other
proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance
or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or
obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false
advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses,
worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state
laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that
all information including, without limitation, business and financial information, customer and
vendor lists, and pricing and sales information, concerning MakseLife or you, or any other affiliate,
provided by or on behalf of any of them shall remain strictly confidential and shall not be used,
directly or indirectly, by such party for its own business purposes or for any other purpose except
and solely to the extent that any such information is generally known or available to the public
through a source or sources other than such party hereto or its affiliates. Notwithstanding the
foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any
person pursuant to a subpoena issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by
applicable law, rule, regulation, or legal process.
16. Limitation of Liability
MakseLife makes no express or implied warranties or representations with respect to the Program,
our site or any MakseLife products or services sold through the Program, including, without
limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any
implied warranties arising out of course of performance, dealing, or trade usage. MakseLife makes
no representation that the operation of our site will be uninterrupted or error-free and we shall not
be liable for the consequences of any such interruptions or errors.
MAKSELIFE SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION
WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM,
EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE
REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR
ANY BREACH BY MAKSELIFE HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN
THE PROGRAM.
17. Indemnification
Affiliate agrees to indemnify, defend and hold harmless MakseLife and its affiliates, directors,
officers, employees and agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party,
arising out of a breach, or alleged breach, of any of its representations or obligations herein.
18. Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in
California and Affiliate irrevocably consents to the jurisdiction of such courts.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such
marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and
all marketing materials, without further compensation.
20. Notices
All notices from you to us, required under this Agreement shall be sent via United States mail,
postage prepaid, addressed as follows:
MakseLife LLC
4750 J St #19972
Sacramento, CA 95819
Attn: Affiliate Program Manager
Notices from us to you may be sent via United States mail, postage prepaid, facsimile, or e-mail
using the contact information on file held by MakseLife or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and MakseLife
regarding the Program and supersedes all prior and contemporaneous, understandings,
agreements and communications, written or oral, with respect to the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application, I hereby certify that I am authorized
to act on behalf of Affiliate and that I have read and accepted the terms, conditions and
disclosures associated with this Agreement.