Terms and Conditions
Last updated: December 6, 2019
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.nutrifuelnutrition.com website (the "Service") operated by Nutrifuel Nutrition ("us", "we", or "our").
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Availability, Errors and Inaccuracies
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current.
Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Contests, Sweepstakes and Promotions
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Nutrifuel Nutrition cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Nutrifuel Nutrition customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Nutrifuel Nutrition with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Nutrifuel Nutrition to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Nutrifuel Nutrition will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Nutrifuel Nutrition, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Nutrifuel Nutrition will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Our policy lasts 15 days. If 15 days have gone by since your purchase, unfortunately, we can’t offer you a refund or exchange.
To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the unopened original packaging.
Additional non-returnable items:
- Gift cards
- Downloadable products
To complete your return, we require a receipt or proof of purchase.
There are certain situations where only partial refunds are granted but are subject to review first:
- Books/pamphlets with obvious signs of use
- Any item not in its original condition is damaged or missing parts for reasons not due to our error.
- Any item that is returned more than 30 days after delivery
Refunds (if applicable)
Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund.
If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within your credit card’s standard processing timeframe.
Late or missing refunds (if applicable)
If you haven’t received a refund yet, first check your bank account again.
Then contact your credit card company, it may take some time before your refund is officially posted.
Next, contact your bank. There is often some processing time before a refund is posted.
If you’ve done all of this and you still have not received your refund yet, please contact us at email@example.com.
Except when required by law, paid Subscription fees are non-refundable.
Only regular priced items may be refunded, unfortunately, sale items cannot be refunded.
We only replace items if they are defective or damaged. If you need to exchange it for the same item, send us an email at firstname.lastname@example.org and send your item to: 1345 Monroe NW, Suite 256, Grand Rapids, MI, 49505, United States.
If the item was marked as a gift when purchased and shipped directly to you, you’ll receive a gift credit for the value of your return. Once the returned item is received, a gift certificate will be mailed to you.
If the item wasn’t marked as a gift when purchased, or the gift giver had the order shipped to themselves to give to you later, we will send a refund to the gift giver and they will find out about your return.
To return your product, you should mail your product to: 1345 Monroe NW, Suite 256, Grand Rapids, MI, 49505, United States.
You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping will be deducted from your refund.
Depending on where you live, the time it may take for your exchanged product to reach you may vary.
If you are shipping an item over $75, you should consider using a trackable shipping service or purchasing shipping insurance. We don’t guarantee that we will receive your returned item.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
The Service and its original content, features and functionality are and will remain the exclusive property of Nutrifuel Nutrition and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Nutrifuel Nutrition.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Nutrifuel Nutrition.
Nutrifuel Nutrition has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Nutrifuel Nutrition shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Nutrifuel Nutrition and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or a breach of these Terms.
Limitation Of Liability
In no event shall Nutrifuel Nutrition, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Nutrifuel Nutrition its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or the results of using the Service will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us.
NUTRIFUEL NUTRITION AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RUSSO NUTRITIONAL SYSTEMS, LLC (DBA NUTRIFUEL NUTRITION), a MICHIGAN LIMITED LIABILITY COMPANY WHOSE ADDRESS IS 1345 MONROE NW STE. 256 GRAND RAPIDS, MI 49505.
Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our products. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.
As used in these terms and conditions: (i) “We”, “us”, “our”, or "merchant" refers to Nutrifuel® Nutrition and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the Merchant website located at www.nutrifuelnutrition.com; (iv) “your website” refers to any websites that you will link to our website;(v) “Program” refers to the Merchant Affiliate Program.
To begin the enrollment process, you will complete and submit the online application. After receiving your application, we will review your website and
notify you of your acceptance or rejection into our Program. Please allow up 5 business days for your application to be reviewed. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time.
We reserve the right to reject any application for any reason, however, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.
Your participating website(s) may not:
- Infringe on our or any anyone else's intellectual property, publicity, privacy or other
- Violate any law, rule, regulation, or make any health claims.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate earnings from another. This includes toolbars, browser plug-ins, extensions and add-ons.
LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through the interface. You will be able to review the Program's details and previously-published affiliate newsletters, download HTML code that provides for links to web pages within the our website and banner creatives, browse and get tracking codes for our coupons and deals.
Your acceptance in our Program means you agree to and abide by the following.
- You will only use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation.
- We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to
- All domains that use your affiliate link must be listed in your affiliate
- Your website will not in any way copy, resemble, or mirror the look and feel of our You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner. You may NOT make false claims or health claims about products.
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on your In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
- Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is
If you are found redirecting links to hide or manipulate their original source, your current, past, and future earnings will be voided or your earnings level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.
- The maintenance and the updating of your website will be your We may monitor your website as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
- It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
- You will not, in connection with this Agreement, display or reference on your website, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo or use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement except in a lawful manner and only in accordance with the terms of this
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are Should we decide to revoke your license, we will give you notice.
- You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government You agree that nothing in this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
- You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content- based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from
- You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to 'Merchant Coupons', 'Merchant Discount Codes', 'Merchant Promo', etc).
- You may not use our trademarked terms in your ad title, ad copy, display name or as the display
- You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same Customers must be directed to an actual page on your website.
- You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising
If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the Program permanently and all commissions associated with the violations will be reversed.
The following list of trademarked terms includes but is not limited to:
Nutrifuel®, nutrifuelnutrition.com, www.nutrifuelnutrition.com, Nutrifuel® coupon, Nutrifuel® coupon code, Nutrifuel® discount, Nutrifuel® discount code, Nutrifuel® promo, Nutrifuel® promo code, Nutrifuel® sale, Nutrifuel® sales, Nutrifuel® deal, Nutrifuel® Nutrition deals.
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our coupon guidelines as follows:
- You may ONLY advertise coupon codes that are provided to you through the
- Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the
- Coupons must be displayed in their entirety with the full offer, valid expiration date and
- You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
- You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other
- You may NOT give the appearance that any ongoing offer requires clicking from your website in order to For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
- Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, and/or your conversion rate exceeds 25%, you may be offered a lower-earning than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the Program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. 'up to 40% off sale items') or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
At this time, Sub-Affiliate Networks are NOT permitted. Failure to comply will result in immediate termination of account and forfeiture of current and future payable earnings.
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
- Abide by the CAN-SPAM Act of 2003 (Public Law 108-187) with respect to our Program.
- E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of
- E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.
Promotion on Facebook, Twitter, Instagram, YouTube, and other social media platforms is permitted following these general guidelines:
- You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, etc. ALL COUPONS/OFFERS MUST BE APPROVED BY US PRIOR TO POSTING. For example, You may post, 'X% off sale at Merchant through Wednesday with code GETX'.
- You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, accounts or company pages in an attempt to turn those links into affiliate sales.
- You ARE PROHIBITED from running Facebook ads with our trademarked company
- You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or.
Failure to comply will result in termination of account and forfeiture of current and future payable earnings.
OPERATIONS OUTSIDE UNITED STATES
We are not allowing affiliate registration outside of the United States at this time.
FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
- Disclosures must be made as close as possible to the
- Disclosures should be placed above the fold; scrolling should not be necessary to find the (e.g. Disclosure should be visible before the jump).
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and- marketing/endorsements
MERCHANT RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
- Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate In addition, we may terminate this Agreement immediately upon any breach of this Agreement by you.
- Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
- You are eligible for payable earnings only on sales of qualifying products that occur during the term, and those earned through the date of termination will remain payable only if the related orders are not canceled or We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Customers who buy products through this Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.
- Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, canceled by customers, returned, charged back or refunded at a later
- We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and do not pay earnings for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
- We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.
You can earn up to 10%* on each product that was purchased through your link. You MUST submit a VALID W-9 Form before you are eligible to receive payments. W-9 Forms are to be sent to email@example.com. Failure to do so can result in delays of payments, termination of account, and forfeiture of current and future payouts.
Payout terms are Net-30. Payments are calculated on the first business day of the month and payment will be sent via check to the address provided on the W-9 Form within five business days when payable earnings total $100 or more. If payment has not reached $100 by the end of the month, your payment will roll over to the following month. You will have access to sales and commission reports available through the Nutrifuel Nutrition® Affiliate Program. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.
Direct payment method coming soon. We will inform you when it is available.
You will be responsible for paying any and all taxes on earned payments.
*some products have a lower or fixed rate.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter your secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the payable earnings to you.
TRANSACTION LOCK DATES
All sales will remain in a 'sales pending period' and will not lock until the terms set forth within the locking period parameters of our Program. All locked payments will be processed by us after the lock date.
REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, intentionally vague or are found to be
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network
- You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable
- You make any health claims.
- If any of the above apply, then we reserve the absolute right to reverse orders, set your payable earnings to 0% or suspend you from the program for the period or orders in question or terminate you from the program. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
GRANT OF LICENSES
- We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such
- You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us.
- Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
- You have sufficient right, title, and interest in and to the rights granted to us in this.
MERCHANT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL MERCHANT'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE PRECEDING 12 MONTHS.
You hereby agree to indemnify and hold harmless Merchant, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
- You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
- You agree that you are responsible for any and all taxes associated with your earnings.
- Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third
- This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Michigan without regard to the conflicts of laws and principles
- You may not amend or waive any provision of this Agreement unless in writing and signed by both
- This Agreement represents the entire agreement and understanding between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
- Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this.
- In the event of legal proceedings on or concerning this Agreement, each party to this Agreement consents to being subject to the personal jurisdiction of the courts of the State of Michigan with respect to any claims, defenses, counterclaims, cross claims or third party claims. The parties further stipulate that venue is most convenient, proper and appropriate in the State of Michigan; specifically, for a Michigan state court action in the County of Kent and for a federal court action in the United States District Court for the Western District of Michigan.
- This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted.
- The parties agree that signatures on this Agreement, as well as any other documents to be executed under this Agreement, may be delivered by facsimile or electronically in lieu of an original signature, and the parties agree to treat facsimile or electronic signatures as original signatures and agree to be bound by this A copy of the signature of any party will be immediately binding on that party on its receipt by the other party by facsimile or electronic mail and will have the same effect as an original signature.
- The statute of limitations applicable to all claims by you against us shall be six (6) months from the date the claim.
- If any dispute arises out of or relating to this Agreement, its performance, or alleged breach, which cannot be resolved by mutual agreement, such dispute shall be submitted to binding arbitration before a single arbitrator under the applicable rules and procedures of the American Arbitration Association (AAA) and except that:
- the AAA shall only be obligated to submit one list of proposed arbitrators;
- in the event the parties do not agree upon an arbitrator within the allowable period, the AAA shall be empowered to select the arbitrator;
- the arbitration shall be conducted in Kent County, Michigan;
- each party shall initially pay its own attorney fees and costs except that AAA and arbitrator costs shall be born equally by the parties; however, in the event either party partially or fully prevails, the arbitrator shall award to such prevailing party all of its costs and reasonable attorneys’ fees.
- A judgment may enter on the arbitration award in any court of competent jurisdiction.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.