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V2 Profit™ Affiliate Network – Terms and Conditions 
By participating in the V2 Profit™ Affiliate Network internet marketing program Affiliate Program"), you (“Affiliate", "You", "Your") agree with the Affiliate Program terms and conditions set forth below, established by VMR PRODUCTS LLC dba V2CIGS ("Company", "We", "Our") for the benefit of itself, and its licensors. Company’s licensors shall have the authority to enforce each of the provisions of this Agreement, including but not limited to those provisions relating to termination, in all respects and in the same manner as Company, and shall also be considered third party beneficiaries to this Agreement. The terms and conditions contained herein (this "Agreement"), as may be unilaterally amended or revised by Company from time to time, shall apply between Company and Affiliate, so long as Affiliate remains in the Affiliate Program, and thereafter, to the extent terms survive termination of the Agreement. No different or additional terms and conditions proposed by Affiliate shall have any force or effect unless in writing and signed by both Affiliate and the Company. 
SECTION 1 - DEFINITIONS 
1.01 "Affiliate" means an individual or business that has registered with, and has been approved by, the Company, has agreed to the terms and conditions herein, and is participating in the Affiliate Program by generating its own traffic for compensation by the Company. 
1.02 “Brands” means the trademarks and trade names owned by Company or its licensors which are from time to time included in the Affiliate Program, including but not limited to VMR, V2®, V2 CIGS® (U.S.), V2 CIGS™ (International), Vapor Couture™, and V2® Pro. The Brands include any designs associated with the foregoing and any variations or misspellings thereof. 
1.03 "Link" means a hyperlink placed on an Affiliate's website or distributed otherwise that, when clicked on, sends a visitor through to the Company's website. Links take many forms including text, a product image, buttons, banners, videos, or any other format acceptable to the Company or its licensors. 
1.04 "Net Sales" means gross sale revenue less losses or other reductions due to the following: returns, markdowns, temporary price reductions, rebates, defective product, refunds, discounts, any shipping and handling charges, local and foreign taxes, and any other miscellaneous fees, and/or any other losses or reductions, as determined by and in the sole discretion of the Company. 
1.05 "Qualifying Purchase" has the meaning set forth in Section 5 - Affiliate Payment. 
1.06 "Sales Commission" means a percentage of the Net Sales that the Company agrees to pay for Qualifying Purchases. Such a sale could occur at the time of the visit or at any later time after the visit. 
1.07 "Solicitation" means a direct or indirect communication to a specific person or specific persons done in a manner that is intended to and calculated to incite the person or persons to purchase tangible personal property from the Company.
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1.08 "Visitor" means any person or user that clicks on a Link to the Company's website placed on an Affiliate's website. 
1.09 "VOID" means a reversal of a Sales Commission previously earned for a sale that is later rescinded or corrected by the Company. The Company may VOID transactions that are fraudulent, or are for returned merchandise, duplicate transactions, or violations of, or non-compliance with, the terms set forth in this Agreement. 
1.10 "Your Account" means Your specific account within the Affiliate Program, where Commissions are credited. 
SECTION 2 - AFFILIATE WARRANTIES & REPRESENTATIONS 
2.01 You warrant that you are of the legal age in Your state or other jurisdiction, at least eighteen (18) years of age, and are able to supply a valid tax ID number, which is a social security number for individuals or a federal employer tax ID number for corporations and other entities. You warrant that any and all representations that you make about your person, corporate entity, and any representations related thereto is true and correct under the penalty of perjury. 
2.02 All websites which are to be included in the Affiliate Program must be identified in your application or a subsequent application or request, and approved by Company and its licensors in advance. Websites not approved in writing by Company and its licensors are outside the scope of this Agreement. You warrant that You own any website included in the Affiliate Program and that all such websites are, and will remain at all times during the term of this Agreement, suitable to the standards of the Company, in the sole discretion of Company or its licensors. Company may terminate this Agreement at any time as to any websites the Company, in its sole discretion, deems to be unsuitable, in addition to any other remedies available at law or in equity. Unsuitable websites include, but are not limited to websites that: 
(a) Promote or condone violence or contain violent materials; 
(b) Promote, condone, or contain libelous, defamatory or otherwise objectionable materials; 
(c) Promote or condone discrimination or bigotry, or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age, or contain materials relating to same; 
(d) Promote, condone, or undertake any illicit or illegal activities; 
(e) Include as the domain in whole or in part any trademark of the Company, or a variant or misspelling of the Brands or any other combination of letters and/or numbers that are the same as or confusingly similar to any of the Brands;
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(f) Include any trademark of the Company in any username, group name, or other identifier on any social networking website - for example, a username such as "V2Cigs," "Buyv2Smoke," or "Smokev2" registered on a social networking site such as Twitter or Facebook; or 
(g) Use the intellectual property of the Company, its licensors, or a third party beyond the scope of any grant of rights or license therein, or otherwise contain any other violation of intellectual property rights of either the Company, its licensors, or a third party; or 
(h) Use Keywords, Pay Per Click advertising, or domain names involving any of the Company's Brands or variations thereof; or 
(i) Is knowingly targeted to persons under the age of 18 for the intended purpose of effectuating a Sale; 
(j) Violates the laws, ordinances, administrative regulations, judicial decisions, or customs of any country, state, or territory in which the website can be accessed; or 
(k) Promotes or condones the purchase or use of the Company’s products for any purpose other than the intended purpose. 
(l) Promotes or condones the purchase or use of the Company’s products for any substances specifically prohibited under the Controlled Substances Act (CSA), 21 U.S.C § 801, et seq. and any and all regulations related thereto. 
(m) In addition, as set forth in Section 3 below, You shall not purchase search engine keywords or domain names that use any of the Company’s Brands and/or variations and misspellings thereof. 
2.03 You shall notify Company if you seek to add websites to this Agreement, or if you deactivate one that You have previously listed with Company. You shall also ensure that the information in Your application and otherwise associated with Your account, including Your email address and other contact information and identification of Your website, is at all times complete, accurate, and up-to- date. Company may send notifications and/or other communications relating to the Affiliate Program and this Agreement to the email address then-currently associated with Your account. You shall be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. 
2.04 As part of the registration process, You will select a username (not including any of the Brands in whole or in part) and password combination that You use to access the V2 Profit Affiliate Network back office within the Affiliate Program. You shall provide the Company with accurate, complete, and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your identity. You understand and acknowledge that the Company may rely on any data, notice, instruction, or request furnished to the Company by You which is believed by the Company to be genuine and to have been sent or presented by a person believed by the Company to be authorized to act on Your behalf. You shall promptly notify
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the Company by e-mail at money@v2cigs.com of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account. Any fraudulent, abusive, or illegal activity, or other actions or omissions in violation of this Agreement, are grounds for termination by the Company and, if applicable, referral to the appropriate law enforcement agencies. 
2.05 You warrant and agree that The Company may terminate this Affiliate Program Agreement at any time for any or no reason by serving You with a written notice of termination in accordance with Paragraph 12.3 of this Agreement. Such termination by the Company shall not entitle You to any type of payment or compensation whatsoever. 
2.06 You represent to the Company that all content You use on Your website(s) is solely owned by You, provided by You with the express authority of the owner, or is in the public domain. You represent that all content does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not otherwise objectionable to Company or its licensors for any of the reasons delineated in Paragraph 2.02. 
2.07 In addition, you hereby consent to the Company's monitoring, recording, using, and disclosing information about Your website and visitors to Your website that We obtain in connection with Your links to our website and from monitoring, crawling, and otherwise investigating Your website to verify compliance with this Agreement. 
SECTION 3 - UNACCEPTABLE ADVERTISING ACTIVITIES PROHIBITED 
3.01 Links/Keywords/etc. 
(a) You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include any of the Brands or any other combination of letters and/or numbers that are the same as or confusingly similar to any of the Brands for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, but without limiting the rule, this prohibits You from bidding on and/or purchasing and/or registering any of the Brands or any keyword string that includes the Brands with any governmental agency or with any commercial business. 
(b) If the Company determines that You have registered, purchased or attempted to register or purchase keywords or domain names or similar terms in violation of this Agreement, the Company may in its sole discretion pursue any or all of the following actions in addition to any other legal remedy: 
(i) Withhold all compensation otherwise payable to You beginning with the date on which You violated the Agreement;
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(ii) Remove You from the Affiliate Program permanently; and/or 
(iii) Contact the search engine in which Your ad appears for removal of the ad immediately and permanently. 
(c) In addition, You may not under any circumstances, intentionally or unintentionally: 
(i) Cause the overwriting of commission tracking cookies used in the Affiliate Program through any other means than a customer initiated click on a qualifying link on a webpage or email; 
(ii) Intercept searches to redirect traffic through an installed software, thereby causing pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten, where a user would under normal circumstances have arrived at the same destination through the results given by the search; 
(iii) Set commission tracking cookies through loading of merchant site in iFrames, hidden links, or automatic pop-ups that open the Company's website(s); 
(iv) Target text on websites, other than those websites 100% owned by the Affiliate, for the purpose of contextual marketing; or 
(v) Remove, replace or block the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the Affiliate; or 
(vi) Otherwise take any action intended to inflate commissions under the Affiliate Program, deprive others of commissions, or otherwise circumvent the tracking mechanisms of the Affiliate Program. 
(d) Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be placed in such a way that it is not misleading to any Visitor and for the purpose of delivering valid sales to the Company. 
3.02 Product Claims and Marketing 
(a) YOU SHALL COMPLY WITH THIS AGREEMENT AND ALL GUIDELINES REGARDING PROMOTION AND ADVERTISING ESTABLISHED BY THE COMPANY. Company and its licensors may request to review any promotional materials at any time, and you shall promptly comply with any such requests. YOU MAY NOT ADVERTISE THE COMPANY OR ITS PRODUCTS BY WAY OF ANY THERAPEUTIC OR HEALTH CLAIMS, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING SMOKING CESSATION. THIS RESTRICTION APPLIES EQUALLY TO STATEMENTS OR CLAIMS THAT COULD BE CONSTRUED TO BE THERAPEUTIC OR HEALTH CLAIMS. LIKEWISE, YOU SHALL MAKE NO STATEMENTS OR CLAIMS REGARDING THE CHEMICAL COMPOSITION OF OUR PRODUCTS, UNLESS SPECIFICALLY AUTHORIZED BY THE COMPANY AND ITS LICENSORS IN WRITING OR AS INDICATED ON THE PRODUCT PACKAGING.
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(b) Notwithstanding anything to the contrary in this Agreement, any violation of this section shall result in immediate termination of Your account without notice and any unpaid earnings will be withheld. 
(c) The following phrases and terms, any variations thereof, and any words or phrases with a synonymous meaning, without limitation, CANNOT BE USED when referring to Our products: 
Healthier Alternative to Cigarettes 
Better for your Lungs I Heart 
No Carcinogens / Does not Cause Cancer 
No Toxins/No Chemicals 
Helps you Quit Smoking 
Contains No Tobacco 
Rid Yourself of Tobacco 
No Second Hand Smoke 
Harmless Vapor/Clean Vapor 
Smoke Anywhere 
No Harmful Gasses 
V2Cigs® is a nicotine delivery system/device 
Cleaner Way to Smoke 
Contains Fewer Chemicals Known to be Harmful No Pollution 
The following terms MAY BE USED when referring to Our products: 
No More Bad/Smoker's Breath 
No Ash 
No Fire/No Flame/No Combustion 
Smoking Alternative/Alternative to Smoking 
Non -intrusive
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(d) The provisions and prohibitions of this Section 3.2 apply to any and all means of oral and written communications whatsoever and however published or transmitted, including but not limited to any and all online channels or methods, such as Twitter, Facebook, chatrooms, IMs, webmail, emails. 
3.03 Spam, Telemarketing and FTC Requirements. 
(a) Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003, 15 USC § 7701 et seq. (the "Act"), (see also, Telephone Consumer Protection Act of 1991 and the Federal Trade Commission's Telemarketing Sales Rule) with respect to the Company's Affiliate Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. The Company shall have the right to terminate this Agreement and to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages. 
(b) In addition to SPAM, the Company expressly prohibits the scraping of email addresses or other information from the Company's website(s) and expressly opts out of receiving commercial electronic mail messages to the Company's domain email addresses that were obtained in violation of the foregoing or by use of automatic address-generation software. 
3.04 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE EVENT THAT YOU ARE IN BREACH OF ANY PROVISION OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO ANY PROVISION OF THIS SECTION) THE COMPANY MAY AT ITS SOLE DISCRETION (1) TERMINATE THIS AGREEMENT BY GIVING YOU WRITTEN NOTICE; AND/OR (2) DISABLE YOUR ACCOUNT WITH IMMEDIATE EFFECT WITHOUT NOTICE. 
SECTION 4 - RESPONSIBILITY FOR YOUR WEBSITE(S) 
4.01 You will be solely responsible for Your websites that are included in the Affiliate Program, including their development, operation, and maintenance and all materials that appear on or within them. 
4.02 For example, You will be solely responsible for the technical operation of Your websites and all related equipment; displaying special links and content on Your websites in compliance with this Agreement and any agreement between You and any other person or entity (including any restrictions or requirements placed on You by any person or entity that hosts Your websites); creating and posting, and ensuring the accuracy, completeness, and appropriateness of materials posted on your websites (including all product descriptions and other product-related materials and any information You include within or associate with special links); using Your websites and the materials on or within Your websites in a manner that does not infringe, violate, or misappropriate any of the Company's rights or those of any other person or entity (including without limitation copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights); disclosing on Your websites accurately and adequately, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors, including, where applicable,
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that third parties (including the Company and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers, and any permitted use that You make of the Company's intellectual property. 
4.03 The Company shall have no liability for the aforementioned matters or for any of Your end users' claims relating to these matters, and You hereby agree to defend, indemnify, and hold Company, its affiliates and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) relating to: (a) Your websites or any materials that appear on Your websites, including the combination of Your websites or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of Your websites or any materials that appear on or within Your websites, and all other matters described in this section; (c) Your use of any Content, whether or not such use is authorized by or violates this Agreement or applicable law; (d) Your violation of any term or condition of this Agreement; or (e) Your or Your employees' negligence or willful misconduct. 
4.04 You shall fully comply with the federal Telephone Consumer Protection Act of 1991 and the Federal Trade Commission's Telemarketing Sales Rule. 
4.05 You shall give notice to the Company of any contact by, inquiry from, inspection or investigation by any governmental entity in which the Company or the Company's products are mentioned, directly or indirectly. Said notice shall be given within twenty-four (24) hours of Your becoming aware of such contact, inquiry, inspection or investigation. 
4.06 You acknowledge that the Company places great emphasis upon ethical marketing. Consequently You shall ensure that Your marketing in respect of the Affiliate Program is honest and transparent. In particular You shall comply with all relevant rules, regulations and guidelines of the Federal Trade Commission or any other state or federal laws or regulations. You are responsible for being aware of and in compliance with all applicable laws, rules, regulations and guidelines relating to Your websites, Your participation in the Affiliate Program and all related activities, and the Company’s products. 
SECTION 5 - AFFILIATE PAYMENT 
5.01 You will receive Sales Commissions, by Brand, for Qualifying Purchases generated via Your Links, tracking cookies, and/or coupon Code Usage. You understand that the Sales Commission percentage may be changed at any time by the Company under the terms and conditions of this Agreement. You shall be responsible for retrieving the Sales Commission information from Our website, including the current Sales Commission payout structure. 
5.02 In the event Your customer, who came to the Company's website via Your website, becomes a participant in the Affiliate Program or otherwise a distributor of products for the Company, You will not be entitled to any further commission whatsoever for sales to that customer.
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5.03 All sales statistics are collected and calculated by the Company, and are the only statistics used for determining Sales Commission. As an affiliate, You can only have one (1) account, unless you have received prior written authorization expressly from the Company. You can list multiple domains in said one account, but only one account is allowed. Becoming a customer of Your own affiliate account, or signing up as a tier 2 affiliate of Your own affiliate account is strictly prohibited and Sales Commission generated in violation of this paragraph will not be paid. In the event of termination of this Agreement, Sales Commission shall only be payable in respect of Qualifying Purchases completed prior to such termination. Sales Commission payments on Net Sales are made by the last calendar day of each calendar month, with respect to Qualifying Purchases completed the previous calendar month, if Your account balance on a particular Brand reaches $100 USD or more (not including any bonuses, and not including the $25.00 Sign-Up Bonus offered by the Company). In the event your account balance is under $100 USD on any Brand, it will be credited toward the next monthly billing cycle. Commissions credited to Your Account do not accrue interest. 
5.04 In the event of a VOID by the Company, we may recover from You the corresponding Sales Commission previously credited to Your account. The VOID Sales Commission will be immediately deducted from Your account balance. In the event that Your account balance is less than the VOID Sales Commission, the VOID Sales Commission will be deducted against Your future earnings. 
5.05 Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when a customer clicks through a Link on Your website to the Company's website and/or a customer uses a Coupon Code at checkout which has been directly assigned to the Affiliate and linked to your Affiliate account for tracking purposes, and that customer both: (i) adds a product to his or her shopping cart and places the order for that product, and (ii) the product is paid for by the customer, and shipped, and the product is not returned. 
5.06 Qualifying Purchases exclude, and You will not be paid Sales Commissions on any of, the following, without limitation: 
(a) any product purchase that is not correctly tracked or reported because the links from Your website to the Company's websites are not properly formatted; 
(b) any product purchased for resale or commercial use of any kind; 
(c) any product purchased after termination of this Agreement; 
(d) any product purchased through the use of points earned by the customer under the Company's loyalty scheme (i.e., "Smoke For Free" Program); or 
(e) any product purchased by a customer who is referred to the Company's website through a Prohibited Paid Search Placement (as defined below). 
5.07 "Prohibited Paid Search Placement" means an advertisement that You purchased through bidding on keywords, search terms, or other identifiers (including Brands or misspellings of any of the Brands) or other participation in keyword auctions.
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5.08 After the approval of the Sales Commission (triggered by a Qualifying Purchase, as set forth in Paragraph 5.03), we will close out monthly commissions and the end of the calendar month in which the Sales Commission was approved, and we will pay You by the last day of each calendar month for Sales Commissions earned on Net Sales the previous calendar month using the payment method You choose from the following available options: 
(a) Payment by paper check; 
(b) Payment by PayPal; or 
(c) Payment by bank wire transfer; offered for monthly commissions payments exceeding $1000 USD. 
5.09 We may be obligated by law to obtain tax information from You if You are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from You and You do not provide it to Us, We may (in addition to any other rights or remedies available to us) withhold Your Sales Commission until you provide this information or otherwise satisfy Company that You are not a person from whom we are required to obtain tax information. 
5.10 We may also request a copy of Your valid government-issued photo identification to confirm your identity. If we request a government-issued Photo ID from You and You do not provide it to Us, We may (in addition to any other rights or remedies available to us) withhold Your Sales Commission until you provide this information or otherwise satisfy Us that You are not a person from whom we are required to obtain tax information. 
SECTION 6 - CUSTOMERS 
Customers who buy products through this Program are Our customers with respect to all activities they undertake in connection with the Company's website. Accordingly, as between You and the Company, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Company's website will apply to those customers, and We may unilaterally change them at any time. You may not misrepresent to customers or Visitors Your role, or lack thereof, in relation to such matters. 
SECTION 7 - YOUR RELATIONSHIP WITH THE COMPANY 
7.01 This Agreement does not create any relationship of principal and agent, partnership, joint venturer, employer and employee, fiduciary, or similar relationship between the parties. You are not authorized to make any promise, warranty, or representation on behalf of the Company or licensors or obligate or attempt to obligate the Company or its licensors in any manner whatsoever. You shall not represent to any person that You are an agent of the Company, nor fail to correct any misunderstanding as to such status. 
7.02 Identifying Yourself as an Affiliate. You will not misrepresent or embellish the relationship between the Company and You (including by expressing or implying that We support, sponsor,
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endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between the Company and You or any other person or entity except as expressly permitted by this Agreement. You must clearly, conspicuously, and prominently make the following statement, or one similar in form and substance, throughout Your website, including each and every page related to your registered Website: "This is an affiliate ad supported website. That means if you buy something from a link or ad on this website, or based on our recommendation, either expressed or implied, we/the company may be paid an affiliate commission by the company from which you have made the purchase." 
7.03 Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using the Company's name or referencing the Company's products; or (iii) suggesting or implying any endorsement by the Company of You without the prior written approval of the Company, which the Company may withhold in its sole and unfettered discretion. 
SECTION 8 - OWNERSHIP AND LICENSES 
8.01 You, the Affiliate, are granted a non-exclusive, limited, revocable right to use the Brands and banners and other Company approved content provided to You in accordance with the terms and conditions of this Agreement. All images, technology and content provided for Your use is and shall remain the sole property of the Company or its licensors, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for in this Agreement. All intellectual property rights, including trademarks, copyrights, patent rights, or applications, trade names, and service marks related to the foregoing shall remain the Company's or its licensors’ sole property, including rights in and to any derivatives thereof. You may not modify the Brand banners, or the content or any of the images provided to You in any way. Upon request by the Company or its licensor, You must immediately remove from Your websites any content relating to the Company, the Company’s products or the Brands (“Brand Content”), including but not limited to banners, that the Company or its licensors, in their sole discretion, deems obsolete or inappropriate for any reason. You must remove from your websites all Brand Content upon termination of this Agreement. 
8.02 The Company may immediately terminate this Agreement and Your license to use the Brands if the Company reasonably believes that such use dilutes, tarnishes, diminishes, devalues, or in any way negatively affects the value of its marks. You shall not make or create any environmental associations with the Brands. You acknowledge that this Agreement or Your use of the Brands will not create in You, nor will You represent that You have, any right, title, or interest in or to the Brands other than the license granted by the Company set forth above. You will not challenge the validity of or attempt to register any of the Brands or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands, or marks or create any combination marks with the Brands. You acknowledge the Company's and its licensor’s ownership and exclusive right to use the Brands and agree that all goodwill arising as a result of the use of the Brands shall inure to the benefit of the Company or its licensors. Company may terminate this Agreement as to one or more Brands, or may offer new Brands under the Affiliate Program at any time. You will not take any action or fail to act in any way which would harm the goodwill or reputation of Company, its licensors or the Brands
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SECTION 9 - DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY AND DAMAGES 
9.01 The Company's website may contain interviews, discussions, press releases, and other information (collectively the "Information") about the Company, Our business and Our services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Our website. While all Information prepared by the Company was believed to be accurate as of the date prepared, We disclaim any duty or obligation to update any Information. Statements concerning companies other than the Company that are contained in any such Information should not be relied upon as being provided or endorsed by Us. The opinions expressed in any Information, including by employees and agents of the Company, are solely those of the author(s) and do not necessarily reflect those of the Company. 
9.02 THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE AFFILIATE PROGRAM OR ANY SERVICES OR PRODUCTS PROVIDED HEREUNDER, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR CUSTOM OR USAGE OF TRADE. 
9.03 The Company shall not be liable for any special, incidental, or consequential damages arising out of or related to this Agreement, or the Company's performance or failure to perform any of its obligations hereunder. 
9.04 In no event shall the Company be liable, in connection with this Agreement, for damages in excess of the aggregate amount of Sales Commissions earned by the Affiliate for the previous three (3) months immediately prior to the incident giving rise to any claim asserted by Affiliate. This limitation applies to all causes of actions asserted by Affiliate in the aggregate that arise out of or in connection with this Agreement including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and any and all other theories of tort or contractual liability. 
SECTION 10 - CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS 
10.01 In connection with this Agreement, the Company may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of the Company and/or its owners, parent companies, subsidiaries, affiliates, and/or its licensors (all of which are included in the definition of "Company" for the purposes of this Section), including, but not limited to (a) the identities of and/or contact information for other Affiliates, brokers, customers, distributors or vendors of the Company (collectively, the "Associates"); (b) physical and data security information; (c) technical data; (d) The Company's marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies (collectively, "Confidential Information"). Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any person or entity, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other person or entity), without the express prior written consent of the Company. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, the
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Associates to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with the Company. 
10.02 You acknowledge and agree that any breach or threatened breach of Section 10 of this Agreement may cause immediate and irreparable harm to the Company which would not be adequately and fully compensated by money damages and that the Company may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 
10.03 The Company does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered, or transmitted by You to the Company, or otherwise in connection with the Company's products (collectively, the "Submissions"), shall be deemed to be non-confidential and non- proprietary and the Company shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of the Company. The Company also reserves the right to disclose Your personal information where it is required to do so as a result of unlawful activity on Your part (for example, an infringement of a third party's intellectual property rights). You hereby grant to the Company and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. The Company shall have no obligation to compensate You for any such Submissions in any manner. Your Submissions shall not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that the Company is under no obligation to respond to or use any Submission You may provide. 
SECTION 11 - COMPLIANCE 
11.01 The Company reserves the right to monitor and ensure that You are in compliance with this Agreement. Furthermore, the Company reserves the right, at its sole discretion, to withhold Sales Commissions, suspend and/or terminate Your Accounts) if You fail to be in compliance with this Agreement. Notwithstanding the foregoing, You agree to cooperate to the fullest extent possible and to comply with the policies and procedures now in place or those than in the future may be instituted by the Company to ensure Your compliance with this Agreement. 
11.02 You agree not to contract for or engage in solicitation activity or advertising services regarding the Brands as defined by all relevant laws and regulations. You agree to provide certification that You do not engage in such activities to VMR at the end of each calendar year, no later than twenty-one (21) days after December 31. Furthermore, the foregoing language shall be applied retroactively to the date on which You operated as an Affiliate whether you were registered in the Affiliate Program or not.
Page 14 of 15 
11.03 ANY VIOLATION OF THIS AGREEMENT MAY RESULT IN LOSS OF SALES COMMISSIONS. 
SECTION 12 - MISCELLANEOUS 
12.01 Waiver. The waiver or failure by the Company or a third party beneficiary to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies set-forth in this Agreement are cumulative and are in addition to any rights or remedies the Company or its licensor may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein. 
12.02 Assignment. The Company (and its licensors, as applicable) may freely assign or transfer any or all of the rights and obligations described under this Agreement, including without limitation, rights with respect to one or more of the Brands, without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
12.03 Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand, or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission if sent by facsimile, as evidenced by facsimile transmission report, (iii) the time of transmission if sent via email, as date stamped by the sending Party's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, postage prepaid and addressed to the last address provided by a party. 
12.04 Governing Language. This Agreement is in English and any and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by the Company are for informational purposes only and it is your obligation to obtain independent legal advice and/or translation services at Your own expense to ensure You understand the terms of this Agreement. 
12.05 Governing Law; Venue and Jurisdiction. This Agreement is governed and construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. The exclusive jurisdiction and venue for suits by You against the Company, for any reason, shall be the state and federal courts located in Miami, Florida. 
12.06 Entire Agreement; Company's Right to Amend. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. The Company reserves the right to change, alter, modify and/or amend this
Page 15 of 15 
Agreement at its discretion at any time. When the Company amends this Agreement, the Company shall make reasonable efforts to provide You with general, not specific, notice of such changes via email, newsletter, or posting a conspicuous announcement on the Affiliate Program page of the Company's website of such changes or amendments. 
12.07 Force Majeure. The obligations of the parties hereto shall be excused during such time as and to the extent that performance is prevented by any natural disasters, terrorism, riots, embargoes, fire, military action, flood, labor strikes or work stoppages, acts of God, and any ruling, ordinance, law or regulation of any governmental body having or asserting jurisdiction over either party hereto, including governmental actions concerning content or specifications (each, a “force majeure”). Upon the occurrence of any of the foregoing that affect a party’s performance hereunder, such party shall provide written notice thereof to the other party, and such performance shall be extended by the time period of such force majeure. 
12.08 Severability; Survival. Any invalidity of provisions of this Agreement shall not affect the validity of any other of its provisions. The provisions of any other term or provision that by its nature survives the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement and continue to be binding. 
12.09 Counterparts. This Agreement may be executed in counterparts, each of which, if both executed, will be an original, and which together will constitute one and the same instrument. 
Rev. 07/01/2014

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V2 profit affiliate network terms and conditions

  • 1. Page 1 of 15 V2 Profit™ Affiliate Network – Terms and Conditions By participating in the V2 Profit™ Affiliate Network internet marketing program Affiliate Program"), you (“Affiliate", "You", "Your") agree with the Affiliate Program terms and conditions set forth below, established by VMR PRODUCTS LLC dba V2CIGS ("Company", "We", "Our") for the benefit of itself, and its licensors. Company’s licensors shall have the authority to enforce each of the provisions of this Agreement, including but not limited to those provisions relating to termination, in all respects and in the same manner as Company, and shall also be considered third party beneficiaries to this Agreement. The terms and conditions contained herein (this "Agreement"), as may be unilaterally amended or revised by Company from time to time, shall apply between Company and Affiliate, so long as Affiliate remains in the Affiliate Program, and thereafter, to the extent terms survive termination of the Agreement. No different or additional terms and conditions proposed by Affiliate shall have any force or effect unless in writing and signed by both Affiliate and the Company. SECTION 1 - DEFINITIONS 1.01 "Affiliate" means an individual or business that has registered with, and has been approved by, the Company, has agreed to the terms and conditions herein, and is participating in the Affiliate Program by generating its own traffic for compensation by the Company. 1.02 “Brands” means the trademarks and trade names owned by Company or its licensors which are from time to time included in the Affiliate Program, including but not limited to VMR, V2®, V2 CIGS® (U.S.), V2 CIGS™ (International), Vapor Couture™, and V2® Pro. The Brands include any designs associated with the foregoing and any variations or misspellings thereof. 1.03 "Link" means a hyperlink placed on an Affiliate's website or distributed otherwise that, when clicked on, sends a visitor through to the Company's website. Links take many forms including text, a product image, buttons, banners, videos, or any other format acceptable to the Company or its licensors. 1.04 "Net Sales" means gross sale revenue less losses or other reductions due to the following: returns, markdowns, temporary price reductions, rebates, defective product, refunds, discounts, any shipping and handling charges, local and foreign taxes, and any other miscellaneous fees, and/or any other losses or reductions, as determined by and in the sole discretion of the Company. 1.05 "Qualifying Purchase" has the meaning set forth in Section 5 - Affiliate Payment. 1.06 "Sales Commission" means a percentage of the Net Sales that the Company agrees to pay for Qualifying Purchases. Such a sale could occur at the time of the visit or at any later time after the visit. 1.07 "Solicitation" means a direct or indirect communication to a specific person or specific persons done in a manner that is intended to and calculated to incite the person or persons to purchase tangible personal property from the Company.
  • 2. Page 2 of 15 1.08 "Visitor" means any person or user that clicks on a Link to the Company's website placed on an Affiliate's website. 1.09 "VOID" means a reversal of a Sales Commission previously earned for a sale that is later rescinded or corrected by the Company. The Company may VOID transactions that are fraudulent, or are for returned merchandise, duplicate transactions, or violations of, or non-compliance with, the terms set forth in this Agreement. 1.10 "Your Account" means Your specific account within the Affiliate Program, where Commissions are credited. SECTION 2 - AFFILIATE WARRANTIES & REPRESENTATIONS 2.01 You warrant that you are of the legal age in Your state or other jurisdiction, at least eighteen (18) years of age, and are able to supply a valid tax ID number, which is a social security number for individuals or a federal employer tax ID number for corporations and other entities. You warrant that any and all representations that you make about your person, corporate entity, and any representations related thereto is true and correct under the penalty of perjury. 2.02 All websites which are to be included in the Affiliate Program must be identified in your application or a subsequent application or request, and approved by Company and its licensors in advance. Websites not approved in writing by Company and its licensors are outside the scope of this Agreement. You warrant that You own any website included in the Affiliate Program and that all such websites are, and will remain at all times during the term of this Agreement, suitable to the standards of the Company, in the sole discretion of Company or its licensors. Company may terminate this Agreement at any time as to any websites the Company, in its sole discretion, deems to be unsuitable, in addition to any other remedies available at law or in equity. Unsuitable websites include, but are not limited to websites that: (a) Promote or condone violence or contain violent materials; (b) Promote, condone, or contain libelous, defamatory or otherwise objectionable materials; (c) Promote or condone discrimination or bigotry, or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age, or contain materials relating to same; (d) Promote, condone, or undertake any illicit or illegal activities; (e) Include as the domain in whole or in part any trademark of the Company, or a variant or misspelling of the Brands or any other combination of letters and/or numbers that are the same as or confusingly similar to any of the Brands;
  • 3. Page 3 of 15 (f) Include any trademark of the Company in any username, group name, or other identifier on any social networking website - for example, a username such as "V2Cigs," "Buyv2Smoke," or "Smokev2" registered on a social networking site such as Twitter or Facebook; or (g) Use the intellectual property of the Company, its licensors, or a third party beyond the scope of any grant of rights or license therein, or otherwise contain any other violation of intellectual property rights of either the Company, its licensors, or a third party; or (h) Use Keywords, Pay Per Click advertising, or domain names involving any of the Company's Brands or variations thereof; or (i) Is knowingly targeted to persons under the age of 18 for the intended purpose of effectuating a Sale; (j) Violates the laws, ordinances, administrative regulations, judicial decisions, or customs of any country, state, or territory in which the website can be accessed; or (k) Promotes or condones the purchase or use of the Company’s products for any purpose other than the intended purpose. (l) Promotes or condones the purchase or use of the Company’s products for any substances specifically prohibited under the Controlled Substances Act (CSA), 21 U.S.C § 801, et seq. and any and all regulations related thereto. (m) In addition, as set forth in Section 3 below, You shall not purchase search engine keywords or domain names that use any of the Company’s Brands and/or variations and misspellings thereof. 2.03 You shall notify Company if you seek to add websites to this Agreement, or if you deactivate one that You have previously listed with Company. You shall also ensure that the information in Your application and otherwise associated with Your account, including Your email address and other contact information and identification of Your website, is at all times complete, accurate, and up-to- date. Company may send notifications and/or other communications relating to the Affiliate Program and this Agreement to the email address then-currently associated with Your account. You shall be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. 2.04 As part of the registration process, You will select a username (not including any of the Brands in whole or in part) and password combination that You use to access the V2 Profit Affiliate Network back office within the Affiliate Program. You shall provide the Company with accurate, complete, and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your identity. You understand and acknowledge that the Company may rely on any data, notice, instruction, or request furnished to the Company by You which is believed by the Company to be genuine and to have been sent or presented by a person believed by the Company to be authorized to act on Your behalf. You shall promptly notify
  • 4. Page 4 of 15 the Company by e-mail at money@v2cigs.com of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account. Any fraudulent, abusive, or illegal activity, or other actions or omissions in violation of this Agreement, are grounds for termination by the Company and, if applicable, referral to the appropriate law enforcement agencies. 2.05 You warrant and agree that The Company may terminate this Affiliate Program Agreement at any time for any or no reason by serving You with a written notice of termination in accordance with Paragraph 12.3 of this Agreement. Such termination by the Company shall not entitle You to any type of payment or compensation whatsoever. 2.06 You represent to the Company that all content You use on Your website(s) is solely owned by You, provided by You with the express authority of the owner, or is in the public domain. You represent that all content does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not otherwise objectionable to Company or its licensors for any of the reasons delineated in Paragraph 2.02. 2.07 In addition, you hereby consent to the Company's monitoring, recording, using, and disclosing information about Your website and visitors to Your website that We obtain in connection with Your links to our website and from monitoring, crawling, and otherwise investigating Your website to verify compliance with this Agreement. SECTION 3 - UNACCEPTABLE ADVERTISING ACTIVITIES PROHIBITED 3.01 Links/Keywords/etc. (a) You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include any of the Brands or any other combination of letters and/or numbers that are the same as or confusingly similar to any of the Brands for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, but without limiting the rule, this prohibits You from bidding on and/or purchasing and/or registering any of the Brands or any keyword string that includes the Brands with any governmental agency or with any commercial business. (b) If the Company determines that You have registered, purchased or attempted to register or purchase keywords or domain names or similar terms in violation of this Agreement, the Company may in its sole discretion pursue any or all of the following actions in addition to any other legal remedy: (i) Withhold all compensation otherwise payable to You beginning with the date on which You violated the Agreement;
  • 5. Page 5 of 15 (ii) Remove You from the Affiliate Program permanently; and/or (iii) Contact the search engine in which Your ad appears for removal of the ad immediately and permanently. (c) In addition, You may not under any circumstances, intentionally or unintentionally: (i) Cause the overwriting of commission tracking cookies used in the Affiliate Program through any other means than a customer initiated click on a qualifying link on a webpage or email; (ii) Intercept searches to redirect traffic through an installed software, thereby causing pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten, where a user would under normal circumstances have arrived at the same destination through the results given by the search; (iii) Set commission tracking cookies through loading of merchant site in iFrames, hidden links, or automatic pop-ups that open the Company's website(s); (iv) Target text on websites, other than those websites 100% owned by the Affiliate, for the purpose of contextual marketing; or (v) Remove, replace or block the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the Affiliate; or (vi) Otherwise take any action intended to inflate commissions under the Affiliate Program, deprive others of commissions, or otherwise circumvent the tracking mechanisms of the Affiliate Program. (d) Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be placed in such a way that it is not misleading to any Visitor and for the purpose of delivering valid sales to the Company. 3.02 Product Claims and Marketing (a) YOU SHALL COMPLY WITH THIS AGREEMENT AND ALL GUIDELINES REGARDING PROMOTION AND ADVERTISING ESTABLISHED BY THE COMPANY. Company and its licensors may request to review any promotional materials at any time, and you shall promptly comply with any such requests. YOU MAY NOT ADVERTISE THE COMPANY OR ITS PRODUCTS BY WAY OF ANY THERAPEUTIC OR HEALTH CLAIMS, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING SMOKING CESSATION. THIS RESTRICTION APPLIES EQUALLY TO STATEMENTS OR CLAIMS THAT COULD BE CONSTRUED TO BE THERAPEUTIC OR HEALTH CLAIMS. LIKEWISE, YOU SHALL MAKE NO STATEMENTS OR CLAIMS REGARDING THE CHEMICAL COMPOSITION OF OUR PRODUCTS, UNLESS SPECIFICALLY AUTHORIZED BY THE COMPANY AND ITS LICENSORS IN WRITING OR AS INDICATED ON THE PRODUCT PACKAGING.
  • 6. Page 6 of 15 (b) Notwithstanding anything to the contrary in this Agreement, any violation of this section shall result in immediate termination of Your account without notice and any unpaid earnings will be withheld. (c) The following phrases and terms, any variations thereof, and any words or phrases with a synonymous meaning, without limitation, CANNOT BE USED when referring to Our products: Healthier Alternative to Cigarettes Better for your Lungs I Heart No Carcinogens / Does not Cause Cancer No Toxins/No Chemicals Helps you Quit Smoking Contains No Tobacco Rid Yourself of Tobacco No Second Hand Smoke Harmless Vapor/Clean Vapor Smoke Anywhere No Harmful Gasses V2Cigs® is a nicotine delivery system/device Cleaner Way to Smoke Contains Fewer Chemicals Known to be Harmful No Pollution The following terms MAY BE USED when referring to Our products: No More Bad/Smoker's Breath No Ash No Fire/No Flame/No Combustion Smoking Alternative/Alternative to Smoking Non -intrusive
  • 7. Page 7 of 15 (d) The provisions and prohibitions of this Section 3.2 apply to any and all means of oral and written communications whatsoever and however published or transmitted, including but not limited to any and all online channels or methods, such as Twitter, Facebook, chatrooms, IMs, webmail, emails. 3.03 Spam, Telemarketing and FTC Requirements. (a) Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003, 15 USC § 7701 et seq. (the "Act"), (see also, Telephone Consumer Protection Act of 1991 and the Federal Trade Commission's Telemarketing Sales Rule) with respect to the Company's Affiliate Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. The Company shall have the right to terminate this Agreement and to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages. (b) In addition to SPAM, the Company expressly prohibits the scraping of email addresses or other information from the Company's website(s) and expressly opts out of receiving commercial electronic mail messages to the Company's domain email addresses that were obtained in violation of the foregoing or by use of automatic address-generation software. 3.04 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE EVENT THAT YOU ARE IN BREACH OF ANY PROVISION OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO ANY PROVISION OF THIS SECTION) THE COMPANY MAY AT ITS SOLE DISCRETION (1) TERMINATE THIS AGREEMENT BY GIVING YOU WRITTEN NOTICE; AND/OR (2) DISABLE YOUR ACCOUNT WITH IMMEDIATE EFFECT WITHOUT NOTICE. SECTION 4 - RESPONSIBILITY FOR YOUR WEBSITE(S) 4.01 You will be solely responsible for Your websites that are included in the Affiliate Program, including their development, operation, and maintenance and all materials that appear on or within them. 4.02 For example, You will be solely responsible for the technical operation of Your websites and all related equipment; displaying special links and content on Your websites in compliance with this Agreement and any agreement between You and any other person or entity (including any restrictions or requirements placed on You by any person or entity that hosts Your websites); creating and posting, and ensuring the accuracy, completeness, and appropriateness of materials posted on your websites (including all product descriptions and other product-related materials and any information You include within or associate with special links); using Your websites and the materials on or within Your websites in a manner that does not infringe, violate, or misappropriate any of the Company's rights or those of any other person or entity (including without limitation copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights); disclosing on Your websites accurately and adequately, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors, including, where applicable,
  • 8. Page 8 of 15 that third parties (including the Company and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers, and any permitted use that You make of the Company's intellectual property. 4.03 The Company shall have no liability for the aforementioned matters or for any of Your end users' claims relating to these matters, and You hereby agree to defend, indemnify, and hold Company, its affiliates and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) relating to: (a) Your websites or any materials that appear on Your websites, including the combination of Your websites or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of Your websites or any materials that appear on or within Your websites, and all other matters described in this section; (c) Your use of any Content, whether or not such use is authorized by or violates this Agreement or applicable law; (d) Your violation of any term or condition of this Agreement; or (e) Your or Your employees' negligence or willful misconduct. 4.04 You shall fully comply with the federal Telephone Consumer Protection Act of 1991 and the Federal Trade Commission's Telemarketing Sales Rule. 4.05 You shall give notice to the Company of any contact by, inquiry from, inspection or investigation by any governmental entity in which the Company or the Company's products are mentioned, directly or indirectly. Said notice shall be given within twenty-four (24) hours of Your becoming aware of such contact, inquiry, inspection or investigation. 4.06 You acknowledge that the Company places great emphasis upon ethical marketing. Consequently You shall ensure that Your marketing in respect of the Affiliate Program is honest and transparent. In particular You shall comply with all relevant rules, regulations and guidelines of the Federal Trade Commission or any other state or federal laws or regulations. You are responsible for being aware of and in compliance with all applicable laws, rules, regulations and guidelines relating to Your websites, Your participation in the Affiliate Program and all related activities, and the Company’s products. SECTION 5 - AFFILIATE PAYMENT 5.01 You will receive Sales Commissions, by Brand, for Qualifying Purchases generated via Your Links, tracking cookies, and/or coupon Code Usage. You understand that the Sales Commission percentage may be changed at any time by the Company under the terms and conditions of this Agreement. You shall be responsible for retrieving the Sales Commission information from Our website, including the current Sales Commission payout structure. 5.02 In the event Your customer, who came to the Company's website via Your website, becomes a participant in the Affiliate Program or otherwise a distributor of products for the Company, You will not be entitled to any further commission whatsoever for sales to that customer.
  • 9. Page 9 of 15 5.03 All sales statistics are collected and calculated by the Company, and are the only statistics used for determining Sales Commission. As an affiliate, You can only have one (1) account, unless you have received prior written authorization expressly from the Company. You can list multiple domains in said one account, but only one account is allowed. Becoming a customer of Your own affiliate account, or signing up as a tier 2 affiliate of Your own affiliate account is strictly prohibited and Sales Commission generated in violation of this paragraph will not be paid. In the event of termination of this Agreement, Sales Commission shall only be payable in respect of Qualifying Purchases completed prior to such termination. Sales Commission payments on Net Sales are made by the last calendar day of each calendar month, with respect to Qualifying Purchases completed the previous calendar month, if Your account balance on a particular Brand reaches $100 USD or more (not including any bonuses, and not including the $25.00 Sign-Up Bonus offered by the Company). In the event your account balance is under $100 USD on any Brand, it will be credited toward the next monthly billing cycle. Commissions credited to Your Account do not accrue interest. 5.04 In the event of a VOID by the Company, we may recover from You the corresponding Sales Commission previously credited to Your account. The VOID Sales Commission will be immediately deducted from Your account balance. In the event that Your account balance is less than the VOID Sales Commission, the VOID Sales Commission will be deducted against Your future earnings. 5.05 Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when a customer clicks through a Link on Your website to the Company's website and/or a customer uses a Coupon Code at checkout which has been directly assigned to the Affiliate and linked to your Affiliate account for tracking purposes, and that customer both: (i) adds a product to his or her shopping cart and places the order for that product, and (ii) the product is paid for by the customer, and shipped, and the product is not returned. 5.06 Qualifying Purchases exclude, and You will not be paid Sales Commissions on any of, the following, without limitation: (a) any product purchase that is not correctly tracked or reported because the links from Your website to the Company's websites are not properly formatted; (b) any product purchased for resale or commercial use of any kind; (c) any product purchased after termination of this Agreement; (d) any product purchased through the use of points earned by the customer under the Company's loyalty scheme (i.e., "Smoke For Free" Program); or (e) any product purchased by a customer who is referred to the Company's website through a Prohibited Paid Search Placement (as defined below). 5.07 "Prohibited Paid Search Placement" means an advertisement that You purchased through bidding on keywords, search terms, or other identifiers (including Brands or misspellings of any of the Brands) or other participation in keyword auctions.
  • 10. Page 10 of 15 5.08 After the approval of the Sales Commission (triggered by a Qualifying Purchase, as set forth in Paragraph 5.03), we will close out monthly commissions and the end of the calendar month in which the Sales Commission was approved, and we will pay You by the last day of each calendar month for Sales Commissions earned on Net Sales the previous calendar month using the payment method You choose from the following available options: (a) Payment by paper check; (b) Payment by PayPal; or (c) Payment by bank wire transfer; offered for monthly commissions payments exceeding $1000 USD. 5.09 We may be obligated by law to obtain tax information from You if You are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from You and You do not provide it to Us, We may (in addition to any other rights or remedies available to us) withhold Your Sales Commission until you provide this information or otherwise satisfy Company that You are not a person from whom we are required to obtain tax information. 5.10 We may also request a copy of Your valid government-issued photo identification to confirm your identity. If we request a government-issued Photo ID from You and You do not provide it to Us, We may (in addition to any other rights or remedies available to us) withhold Your Sales Commission until you provide this information or otherwise satisfy Us that You are not a person from whom we are required to obtain tax information. SECTION 6 - CUSTOMERS Customers who buy products through this Program are Our customers with respect to all activities they undertake in connection with the Company's website. Accordingly, as between You and the Company, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Company's website will apply to those customers, and We may unilaterally change them at any time. You may not misrepresent to customers or Visitors Your role, or lack thereof, in relation to such matters. SECTION 7 - YOUR RELATIONSHIP WITH THE COMPANY 7.01 This Agreement does not create any relationship of principal and agent, partnership, joint venturer, employer and employee, fiduciary, or similar relationship between the parties. You are not authorized to make any promise, warranty, or representation on behalf of the Company or licensors or obligate or attempt to obligate the Company or its licensors in any manner whatsoever. You shall not represent to any person that You are an agent of the Company, nor fail to correct any misunderstanding as to such status. 7.02 Identifying Yourself as an Affiliate. You will not misrepresent or embellish the relationship between the Company and You (including by expressing or implying that We support, sponsor,
  • 11. Page 11 of 15 endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between the Company and You or any other person or entity except as expressly permitted by this Agreement. You must clearly, conspicuously, and prominently make the following statement, or one similar in form and substance, throughout Your website, including each and every page related to your registered Website: "This is an affiliate ad supported website. That means if you buy something from a link or ad on this website, or based on our recommendation, either expressed or implied, we/the company may be paid an affiliate commission by the company from which you have made the purchase." 7.03 Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using the Company's name or referencing the Company's products; or (iii) suggesting or implying any endorsement by the Company of You without the prior written approval of the Company, which the Company may withhold in its sole and unfettered discretion. SECTION 8 - OWNERSHIP AND LICENSES 8.01 You, the Affiliate, are granted a non-exclusive, limited, revocable right to use the Brands and banners and other Company approved content provided to You in accordance with the terms and conditions of this Agreement. All images, technology and content provided for Your use is and shall remain the sole property of the Company or its licensors, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for in this Agreement. All intellectual property rights, including trademarks, copyrights, patent rights, or applications, trade names, and service marks related to the foregoing shall remain the Company's or its licensors’ sole property, including rights in and to any derivatives thereof. You may not modify the Brand banners, or the content or any of the images provided to You in any way. Upon request by the Company or its licensor, You must immediately remove from Your websites any content relating to the Company, the Company’s products or the Brands (“Brand Content”), including but not limited to banners, that the Company or its licensors, in their sole discretion, deems obsolete or inappropriate for any reason. You must remove from your websites all Brand Content upon termination of this Agreement. 8.02 The Company may immediately terminate this Agreement and Your license to use the Brands if the Company reasonably believes that such use dilutes, tarnishes, diminishes, devalues, or in any way negatively affects the value of its marks. You shall not make or create any environmental associations with the Brands. You acknowledge that this Agreement or Your use of the Brands will not create in You, nor will You represent that You have, any right, title, or interest in or to the Brands other than the license granted by the Company set forth above. You will not challenge the validity of or attempt to register any of the Brands or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands, or marks or create any combination marks with the Brands. You acknowledge the Company's and its licensor’s ownership and exclusive right to use the Brands and agree that all goodwill arising as a result of the use of the Brands shall inure to the benefit of the Company or its licensors. Company may terminate this Agreement as to one or more Brands, or may offer new Brands under the Affiliate Program at any time. You will not take any action or fail to act in any way which would harm the goodwill or reputation of Company, its licensors or the Brands
  • 12. Page 12 of 15 SECTION 9 - DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY AND DAMAGES 9.01 The Company's website may contain interviews, discussions, press releases, and other information (collectively the "Information") about the Company, Our business and Our services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Our website. While all Information prepared by the Company was believed to be accurate as of the date prepared, We disclaim any duty or obligation to update any Information. Statements concerning companies other than the Company that are contained in any such Information should not be relied upon as being provided or endorsed by Us. The opinions expressed in any Information, including by employees and agents of the Company, are solely those of the author(s) and do not necessarily reflect those of the Company. 9.02 THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE AFFILIATE PROGRAM OR ANY SERVICES OR PRODUCTS PROVIDED HEREUNDER, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR CUSTOM OR USAGE OF TRADE. 9.03 The Company shall not be liable for any special, incidental, or consequential damages arising out of or related to this Agreement, or the Company's performance or failure to perform any of its obligations hereunder. 9.04 In no event shall the Company be liable, in connection with this Agreement, for damages in excess of the aggregate amount of Sales Commissions earned by the Affiliate for the previous three (3) months immediately prior to the incident giving rise to any claim asserted by Affiliate. This limitation applies to all causes of actions asserted by Affiliate in the aggregate that arise out of or in connection with this Agreement including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and any and all other theories of tort or contractual liability. SECTION 10 - CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS 10.01 In connection with this Agreement, the Company may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of the Company and/or its owners, parent companies, subsidiaries, affiliates, and/or its licensors (all of which are included in the definition of "Company" for the purposes of this Section), including, but not limited to (a) the identities of and/or contact information for other Affiliates, brokers, customers, distributors or vendors of the Company (collectively, the "Associates"); (b) physical and data security information; (c) technical data; (d) The Company's marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies (collectively, "Confidential Information"). Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any person or entity, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other person or entity), without the express prior written consent of the Company. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, the
  • 13. Page 13 of 15 Associates to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with the Company. 10.02 You acknowledge and agree that any breach or threatened breach of Section 10 of this Agreement may cause immediate and irreparable harm to the Company which would not be adequately and fully compensated by money damages and that the Company may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 10.03 The Company does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered, or transmitted by You to the Company, or otherwise in connection with the Company's products (collectively, the "Submissions"), shall be deemed to be non-confidential and non- proprietary and the Company shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of the Company. The Company also reserves the right to disclose Your personal information where it is required to do so as a result of unlawful activity on Your part (for example, an infringement of a third party's intellectual property rights). You hereby grant to the Company and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. The Company shall have no obligation to compensate You for any such Submissions in any manner. Your Submissions shall not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that the Company is under no obligation to respond to or use any Submission You may provide. SECTION 11 - COMPLIANCE 11.01 The Company reserves the right to monitor and ensure that You are in compliance with this Agreement. Furthermore, the Company reserves the right, at its sole discretion, to withhold Sales Commissions, suspend and/or terminate Your Accounts) if You fail to be in compliance with this Agreement. Notwithstanding the foregoing, You agree to cooperate to the fullest extent possible and to comply with the policies and procedures now in place or those than in the future may be instituted by the Company to ensure Your compliance with this Agreement. 11.02 You agree not to contract for or engage in solicitation activity or advertising services regarding the Brands as defined by all relevant laws and regulations. You agree to provide certification that You do not engage in such activities to VMR at the end of each calendar year, no later than twenty-one (21) days after December 31. Furthermore, the foregoing language shall be applied retroactively to the date on which You operated as an Affiliate whether you were registered in the Affiliate Program or not.
  • 14. Page 14 of 15 11.03 ANY VIOLATION OF THIS AGREEMENT MAY RESULT IN LOSS OF SALES COMMISSIONS. SECTION 12 - MISCELLANEOUS 12.01 Waiver. The waiver or failure by the Company or a third party beneficiary to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies set-forth in this Agreement are cumulative and are in addition to any rights or remedies the Company or its licensor may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein. 12.02 Assignment. The Company (and its licensors, as applicable) may freely assign or transfer any or all of the rights and obligations described under this Agreement, including without limitation, rights with respect to one or more of the Brands, without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 12.03 Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand, or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission if sent by facsimile, as evidenced by facsimile transmission report, (iii) the time of transmission if sent via email, as date stamped by the sending Party's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, postage prepaid and addressed to the last address provided by a party. 12.04 Governing Language. This Agreement is in English and any and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by the Company are for informational purposes only and it is your obligation to obtain independent legal advice and/or translation services at Your own expense to ensure You understand the terms of this Agreement. 12.05 Governing Law; Venue and Jurisdiction. This Agreement is governed and construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. The exclusive jurisdiction and venue for suits by You against the Company, for any reason, shall be the state and federal courts located in Miami, Florida. 12.06 Entire Agreement; Company's Right to Amend. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. The Company reserves the right to change, alter, modify and/or amend this
  • 15. Page 15 of 15 Agreement at its discretion at any time. When the Company amends this Agreement, the Company shall make reasonable efforts to provide You with general, not specific, notice of such changes via email, newsletter, or posting a conspicuous announcement on the Affiliate Program page of the Company's website of such changes or amendments. 12.07 Force Majeure. The obligations of the parties hereto shall be excused during such time as and to the extent that performance is prevented by any natural disasters, terrorism, riots, embargoes, fire, military action, flood, labor strikes or work stoppages, acts of God, and any ruling, ordinance, law or regulation of any governmental body having or asserting jurisdiction over either party hereto, including governmental actions concerning content or specifications (each, a “force majeure”). Upon the occurrence of any of the foregoing that affect a party’s performance hereunder, such party shall provide written notice thereof to the other party, and such performance shall be extended by the time period of such force majeure. 12.08 Severability; Survival. Any invalidity of provisions of this Agreement shall not affect the validity of any other of its provisions. The provisions of any other term or provision that by its nature survives the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement and continue to be binding. 12.09 Counterparts. This Agreement may be executed in counterparts, each of which, if both executed, will be an original, and which together will constitute one and the same instrument. Rev. 07/01/2014