AGREEMENT
Company seeks Affiliate’s assistance in receiving customer referrals. Company shall pay affiliate a commission for each successful referral, where a successful referral is defined as a referral that purchases one of the products known as either an iPool or Fitmax Therapy Pool and becomes a client/customer of Company. a Customer must remain a customer sixty (60) days in order to be eligible for a commission. The commission amount will be 5% of the total of the iPool or Fitmax Therapy Pool sale on the invoice.
In order to receive payment under this agreement affiliate must have: (i) agreed to the terms of this Agreement (ii) completed all steps necessary to create an account in the Affiliate Tool on the website, (iii) have a valid and up-to-date PayPal account and updated the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for Company to process any payments that may be owed to.
RELATIONSHIP OF PARTIES
Affiliate is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of Company for any purpose.
Affiliate acknowledges that Company has not granted it any authority to make changes to Company's terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties.
INDEMNIFICATION
Each Party (“Indemnifying Party") shall indemnify, hold harmless and defend the other Party (“Indemnified Party") and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS
TRADEMARKS.
Affiliate shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Affiliate will not institute any proceedings with respect to the trademarks of Company either in Affiliate's own name or on behalf of Company without express written permission of Company.
Termination. This Agreement will apply for as long as affiliate chooses to participate in the Affiliate Program, until terminated. Both Company and affiliate may terminate this Agreement after providing written notice to the other party. Upon termination or expiration, affiliate will have his/her affiliate account deleted from the Affiliate Tool and no longer be eligible to participate in the Affiliate Program. Company reserves the right to terminate the agreement immediately if it is determined affiliate is acting, or have acted, in a way that has or may negatively affect the Company, company prospects, or customers. All commission payments will terminate upon the date of termination, regardless of whether affiliate would have otherwise been eligible to receive a commission payment prior to the date of termination.
GENERAL PROVISIONS.
a. Agreement Changes. Company reserves the right to update or change the terms of this agreement at any time. Affiliate may terminate this agreement after providing written notice. Company will send a written notice of changes to agreement to Affiliate.
b. Governing Law. This Agreement is a contract under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of California, without regard to its principles of conflicts of laws provisions.
c. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.
d. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.
e. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.
