AFFILIATE AGREEMENT TERMS AND CONDITIONS

This agreement (the “Terms and Conditions” or the “Agreement”) is entered into as a condition of acceptance of the FAB Nutrition, LLC. (the “Company” or “FAB CBD”) and its subsidiaries’ affiliate program (the “Program”). Submission of an application to the Program by the applicant (the “Affiliate”, “you”, or “your”) shall constitute acceptance of these terms. The date of acceptance by Fab Nutrition, LLC, as applicable, shall constitute the effective date of these Terms and Conditions (the “Effective Date”), between FAB CBD and the Affiliate (also referred to individually as a “Party” and together as the “Parties”). These Terms and Conditions are legally binding and contain the terms and conditions that apply to Affiliate’s participation in the Program. Affiliate confirms that Affiliate has read these Terms and Conditions in full, sought legal counsel if desired, and agrees to be bound by the terms and conditions set forth below.

RECITALS

WHEREAS, Company is in the business of the manufacture, marketing, sale and distribution of cannabidiol (“CBD”) and related products (the “Products”);

WHEREAS, the Company has developed, owns and offers to affiliates the opportunity to participate in the marketing, sale and distribution of Products;

WHEREAS, Company has developed the Program, through which affiliates can participate in promoting the Company and its products;

WHEREAS, Affiliate has a desire to participate in the Program; and

WHEREAS, the Parties desire to enter into an agreement to provide for the non-exclusive advertisement and promotion of the Company and its Products by the Affiliate, and to share certain resulting revenues.

THEREFORE, the Parties agree as follows:

1. Definitions. In this Agreement, the following terms have the following meanings, although the Parties recognize that the names of products, programs and services may change from time to time:

1. “Company Content” means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text, promotional materials created, owned, and authorized by the Company, and other content and materials, which the Company may, in the Company’s sole discretion, make available to the Affiliate in connection with the Program from time to time;
2. “Company Website” means www.fabcbd.com, or any additional or replacement website designated by the Company;
3. “Confidential Information” means all information previously, currently, or subsequently provided, transmitted, or delivered by the Company to the Affiliate or otherwise received by the Affiliate in connection with this Agreement or the Program, which is not generally published by the Company, including but not limited to, financial information, marketing plans, formulas, suppliers, Customer information, Product information, Product developments plans, forecasts, strategies, and all business, financial, technical and sales information related to the Company or its subsidiaries, including the terms of this Agreement;
4. “Customer” means a person who purchases one or more Products from Company;
5. “Net Revenue” means all cash consideration (not including any portion of payment made through the redemption of coupons or credits, or the purchase of gift certificates or gift cards) received by the Company from a purchase by a Customer of Products, less all taxes, shipping and handling charges, gift wrapping and other value-added service charges, returns and chargebacks, and after applying any discounts, credits, promotional codes, rebates, or adjustments;
6. “Qualifying Link” means a link to the Company Website(s) provided to the Affiliate by the Company from time to time for use in the Program;
7. “Tracking/Promo Code” means a unique promo code provided to the Affiliate by the Company from time to time for use in the Program; and
8. “Visitor” means any person or user that clicks on a Qualifying Link or uses a Tracking/Promo Code.

1. Agreement. Subject to the terms of this Agreement, the Company grants to the Affiliate a limited, non-exclusive, non-transferable, non- sublicensable, non-assignable, revocable right to: 

1. use and display the Company Content that Company may make available to Affiliate from time to time, solely as provided to Affiliate and approved by the Company, and solely in connection with Affiliate’s participation in the Program for the purpose of generating the Company’s sale of the Products from the Company Website; 
2. facilitate access to the Company Website through Qualifying Links; and 
3. provide Visitors with any active Tracking/Promo Codes. 

The Affiliate acknowledges that the amount of Company Content, Qualifying Links, Tracking/Promo Codes it receives may be more or less than other affiliates in the Program. The Company may terminate Affiliate’s rights pursuant to this Section for any reason at any time in the Company’s sole discretion. 

1. Revenue Share. During the term of this Agreement, the Company agrees to pay the Affiliate a revenue share (the "Revenue Share") equal to the percentage of Net Revenue determined pursuant to the schedule set forth in the Program materials posted or otherwise provided to you by the Company (the “Revenue Share Schedule”) for purchases of Products that result directly from a Qualifying Link or Tracking/Promo Code (a “Qualifying Transaction”). The Company reserves the right, at the Company’s sole discretion, to change, modify, add or remove portions of the Revenue Share Schedule at any time without notice. The Affiliate acknowledges and agrees that the Company will not be obligated to pay any Revenue Share unless Company actually ships the applicable Products and receives full payment for the Qualifying Transaction. A transaction is deemed to be a Qualifying Transaction if:

1. such purchase is made during the time period set forth by Company in the Revenue Share Schedule after the Customer has initially entered the Company Website through a Qualifying Link ("Referral Window"). The Company will not pay a Revenue Share on any purchases that are made after the Referral Window, even if the Customer previously followed a Qualifying Link to the Company Website. The Qualifying Link must be the most recent referral to the Company Website prior to such purchase among all marketing channels tracked by the Company. If the Company is able to track a referral from another marketing channel (e.g., another affiliate, comparison shopping engine, paid search, banner advertisement or any other marketing channel) that is more recent than Affiliate’s Qualifying Link, then the resulting purchase will be deemed not to be a Qualifying Purchase; or
2. such purchase is made while using an active Tracking/Promo Code and input by the Affiliate or a Customer, subject to any policies and procedures decided upon by the Company.

Subsequent purchase(s) by a Customer directly through the Company Website shall not be subject to additional Revenue Share. All determinations of whether a transaction is a Qualifying Transaction and whether a Revenue Share is payable will be made by Company and will be final and binding on Affiliate. If Affiliate fails to comply with any of the restrictions in these Terms and Conditions, at the Company’s sole discretion, the Affiliate may forfeit any Revenue Share earned by Affiliate during the period in which Affiliate is not in compliance. The Company reserves the right to disable a Qualifying Link or Tracking/Promo Code at any time, or limit them to certain Products, in its sole discretion.

1. Payment. The Company will pay the Affiliate any Revenue Share that it has earned pursuant to Section 3 on a monthly basis. Company will send payment for the Revenue Share earned, less any taxes or other amounts that Company may be required by law to withhold. No interest will be paid on any such amount held by Company. If a Revenue Share payment is made that relates to a Product that is later returned by the Customer, the applicable portion of the Revenue Share will be deducted from the next payment. If such applicable portion of the Revenue Share cannot be recovered through a deduction, the Company will invoice the Affiliate for such amount and the Affiliate agrees to pay this amount within 30 days after receipt of the invoice. Upon termination of this Agreement, payment for the total amount of Revenue Share owed to Affiliate as of the termination date may be withheld by Company for a reasonable period of time to ensure that the correct amount is paid after making any adjustments that may be required, including, but not limited to, adjustments for returns. 
2. Positive Covenants of Company. During the Term, the Company shall:

1. Provide Company Content, Qualifying Links, and Tracking/Promo Codes to the Affiliate from time to time for use in the Program;
2. Advise the Affiliate by website posting of any changes or updates to any Company Content;  
3. Provide resources and support to the Affiliate to assist in maximizing the Affiliate’s promotions, including but not limited to, ads and promotional materials and communications concerning upcoming promotions, product launches, events and private training opportunities, as made available at the sole discretion of the Company; and
4. Fulfill all Qualifying Transactions at the Company’s expense, subject to the Company’s right to accept or decline orders, set pricing, process orders, and ship, at the sole discretion of the Company.

1. Positive Covenants of Affiliate. During the Term, the Affiliate shall:

1. Submit a truthful and accurate application and meet all criteria set forth in the application, subject to the sole discretion and approval of the Company;
2. Place Qualifying Links within Affiliate’s newsletters, in the content of Affiliate’s website, and within other web-related content, and engage in other banners and links subject to the approval of Company;
3. Ensure that all links to the Company Website are "sponsored" Links (this can be configured by including the rel=“sponsored” tag in the HTML of the Link, for example: <a href="https://fabcbd.com/xyz" rel="sponsored">, and for additional information, visit https://support.google.com/webmasters/answer/96569?hl=en);
4. Endorse the Company and market Products to prospective Customers, using the Company Content;
5. Maintain at least two different Customers who have made a Qualifying Purchase within any 90 day period to remain in the Program; 
6. Maintain the integrity of all Company Content and not change, adapt, reword or alter it in any manner without the prior written consent of Company; 
7. Comply with any and all marketing policies and restrictions, including the Affiliate Guidelines provided to you, as imposed and required by the Company; 
8. Submit to the Company’s sole discretion to monitor the Affiliate’s channels to determine if the Affiliate is in compliance with these Terms and Conditions, and provide the Company with unrestricted access to Affiliate’s channels for such purpose;
9. Notify the Company immediately of any unauthorized use of any Company Content; 
10. Immediately remove Company Content or disable Qualifying Links upon request of the Company; and
11. If the Affiliate makes any of the following (or substantially similar) claims or references with respect to any Products (unless the Affiliate is solely advertising FAB CBD products): (1) helps support a sense of calm for focus; (2) helps support management of normal, everyday stresses; (3) helps support recovery from exercise-induced inflammation; or (4) helps support healthy sleep cycles, the Affiliate must include an asterisk (*) at the end of the claim, which must refer readers to the following statement included nearby: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.”

1. Negative Covenants of Affiliate. The Affiliate shall not, without prior written consent of the Company:

1. Post any Company Content on any hate sites, adult sites, or any websites that:

1. infringe on the Company’s or any other person's or entity's intellectual property, publicity, privacy or other rights;
2. fail to state a clear online privacy policy;
3. violate any law, rule or regulation, including, without limitation, the FTC’s rules, policies, and requirements with respect to affiliate marketing disclosures;
4. contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;
5. contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
6. contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
7. promote violence or any illegal or immoral activity;
8. promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age;
9. use software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website, or promote the use of bulk email or spam;
10. use any software that gathers information through the visitor’s Internet connection without their knowledge; or
11. install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize any opt-out downloads (any software, program, script, tool or element that would automatically download to a user's computer or that would become operative upon any action by a user);

1. Use the following (or substantially similar) words, phrases, or references with respect to any Products: (1) Therapeutic; (2) Medicinal/Medical; (3) Clinical; (4) Diagnose; (5) Prevent/Prevention; (6) Treat/Cure; (7) Ailments; (8) 100% Natural; (9) Inflammation (when not linked to exercise);  (10) Disease or any disease state linked with product use; or (11) any reference to Products as a strain;
2. Engineer Affiliate’s websites in a manner designed to direct or pull Internet traffic away from a Company Website, attempt to modify or alter a Company Website in any way, make any representations, either express or implied, or creating an appearance that a visitor to the Affiliate’s website is visiting a Company Website, e.g., "framing" a Company Website, or "scrape" or "spider" any Company Website or any other website for Company Content;
3. Bypass, modify, circumvent, impair, disable or otherwise interfere with any links, web beacons, cookies or other technology provided by the Company;
4. Purchase Products during sessions initiated through Qualifying Links, using any Tracking/Promo Code, or for resale or commercial use of any kind;
5. Create branded material, pages, or assets relating to the Company, Program, or Products; 
6. Use any promotion, promotion code, coupon, or other promotional opportunity relating to the Program that is not specifically authorized for the Program and for Affiliate’s use;
7. Share Qualifying Links or Tracking/Promo Codes with existing Customers from other affiliates of the Program; 
8. Share Qualifying Links or Tracking/Promo Codes in or on any corporate websites, social media, or branded assets;
9. Purchase or bid for the placement of Company’s name or trademarks or any variation or misspelling thereof within any third-party search engine or portal; or
10. Run any search engine, display, and other forms of paid digital advertising to your Qualifying Link or Tracking/Promo Code without approval from the Company (e.g. Google ads, facebook/Meta ads, banner ads, or any other paid media).

1. Tracking. Company will track Qualifying Transactions that are generated by the Affiliate, and reports summarizing this activity will be available to Affiliate. The form, content, and frequency of the reports are limited to those reports and capabilities available and may vary from time to time in the Company’s reasonable discretion. To permit accurate tracking, reporting and fee accrual, the Affiliate must ensure that Qualifying Links are properly formatted. The Company is not responsible for improperly formatted Qualifying Links regardless of whether the Affiliate has made amendments to the code or not. In addition, the Company is unable to track or provide the Affiliate credit for sales from Customers that are referred to Company Website with browsers that do not have their cookies setting enabled. The Affiliate agrees not to disclose information contained in reports regarding the Company to any third party without the Company’s prior written consent and that such information is Confidential Information.
2. Coupon Websites. The Affiliate must ensure its Tracking/Promo Code does not appear on coupon websites. Examples of coupon websites include but are not limited to: retailmenot.com, dontpayfull.com, couponx.com, rakuten.com, groupon.com, coupontrade.com. If your Tracking/Promo Code appears on a coupon website, the Tracking/Promo Code will be deactivated immediately and all transactions using the Tracking/Promo Code for the current monthly period will not be Qualifying Transactions and no Revenue Share will be paid for those transactions.
3. Responsibility for Affiliate’s Websites and Affiliate’s Participation. The Affiliate will be solely responsible for the development, operation, and maintenance of all websites and channels that are linked to the Company Website and for all content, technology and other materials that appear on such websites. The Affiliate is responsible for complying with all of the terms of this Agreement and all applicable laws, rules and regulations. The Affiliate agrees that:

1. It will not state or imply that the Company sponsors, endorses, sanctions or otherwise approves the Affiliate’s website, channel, products, or services;
2. It will not state or imply that the Affiliate is the Company’s associate, partner, or agent, or otherwise take any action that could reasonably cause confusion as to the Company’s relationship with the Affiliate; 
3. It will not take any action that could reasonably cause confusion as to the website on which any data collection, purchase transaction or other functions are occurring; and
4. It will promptly notify the Company of any malfunctioning of the Qualifying Links or other problems with Affiliate’s participation in the Program.

The Company disclaims all liability for all such matters. Further, the Affiliate agrees to defend, indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance or content of Affiliate’s website or channels.

1. Communications with Consumers. Affiliate may not, without Company’s prior written consent, (i) generate or send any email messages, text or mobile messages, or other electronic messages ("Electronic Messages") using or containing Company’s name or logo, or any variation thereof, trademarks or products, or any of the Qualifying Links provided to Affiliate as part of the Program, other than as pursuant to this Agreement, (ii) send any Electronic Message that in any way suggests or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Company or any related entity was the sender or sponsor of such email or procured or induced Affiliate to send such email, (iii) forward, redistribute, or otherwise repurpose any Electronic Messages that Company sends to customers or members of the FAB CBD Network, or (iv) generate or send any unsolicited email (spam) or any email in violation of the CAN-SPAM Act of 2003 (including any amendments or successor laws) or any other applicable laws or regulations.
2. Obtaining and Using Company Content. Affiliate agrees that Affiliate will not, except as specifically provided for in these Terms and Conditions (i) copy or obtain any images or other content relating to the Company from the Company Website or elsewhere, except through Company, (ii) copy or display any Company Content without consent of Company, (iii) modify, adapt, translate or create derivative works based on the Company Content, (iv) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Company Content, (v) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person or entity any right or interest in the Company Content, (vi) take any action which may cause deception, confusion or otherwise dilutes the quality of the Company Content or the goodwill associated therewith, or (vii) use the Company Content in any manner which disparages or portrays Company in a false, competitively adverse or poor light.
3. License. All proprietary rights of any kind shall remain with the Company, and all images, technology and content provided for the Affiliate’s use is and shall remain the sole property of the Company and no part thereof or derivative works shall be deemed assigned or licensed to the Affiliate except as explicitly provided for in writing by the Company. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names and service marks related to the Company Content, Program, and Products shall remain the Company’s sole property, including rights in and to any derivatives thereof. The Affiliate will not represent that it has any right, title or interest in or to such items other than the license granted by Company, nor will the Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks. The Affiliate agrees that all goodwill arising as a result of the use of the Company Content shall inure to the benefit of the Company. The Affiliate agrees to cooperate with the Company and to take any additional actions reasonably requested by Company to effect, perfect or confirm Company’s rights, title and interest to the Products, Program, and Company Content. The Affiliate will not, and will not assist any third party to, now or in the future, (i) take any action challenging or otherwise inconsistent with our ownership of, or other right in, the Company Content, or (ii) register or attempt to register any trademark, service mark, logo, trade name, domain name, or similar business identifier, that contains any name, trademark, service mark, logo, trade name or other content or material owned or controlled by Company or any derivation, including misspellings, thereof. 
4. Trademark and Look and Feel Restrictions. Affiliate will not: (i) Affiliate will not include any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, which is owned or controlled by Company in any domain name, URL, or similar identifier used by Affiliate, (ii) Affiliate will not alter or attempt to alter the look, feel, content, features or functionality of the Company Website, (iii) Affiliate will immediately substitute or remove any Company Content from Affiliate’s websites at Company’s request, (iv) Affiliate’s websites will not in any way copy or resemble the look, feel or content of the Company Website or create any impression that Affiliate’s websites are part of the Company Website, (v) Affiliate will not purchase or contract with any other person or entity to exploit any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, that is owned or controlled by Company for any purpose, (vi) Affiliate will not use any Company Content in a manner that links or otherwise directs potential Customers to any website other than the Company Website, and (vii) Affiliate will not attempt to intercept or redirect potential Customers from or on the Company Website.
5. Term and Termination. The term of this Agreement (“Term”) shall begin on the Effective Date and shall continue until terminated by either Party in accordance with these Terms and Conditions. Either Party may terminate this Agreement at any time and for any reason by providing to the other Party. Upon termination of this Agreement, the rights and license provided to the Affiliate under this Agreement will cease and Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in or possession of the Company Content and all links to the Company Website. Affiliate can be terminated at any time for any reason without any further pay or entitlement. This Agreement shall automatically terminate on the date on which Company no longer maintains, or Affiliate is no longer a member of, the Program. Sections 7 and 19 will survive any termination or expiration of this Agreement. 

1. Representations and Warranties of Company. Company represents and warrants that:

1. It has the right and authority to enter into this Agreement; and
2. It shall obtain all necessary licenses for any sales activities, events, telemarketing or otherwise, and shall obey all applicable laws, regulations and rules of any applicable government body or agency or other authority.

1. Representations and Warranties of Affiliate. Affiliate represents and warrants that:

1. Affiliate has the right and authority to enter into this Agreement, has read and understands these Terms and Conditions, and consents to be bound by all the terms and conditions of the Program, including any future terms and conditions adopted by Company;
2. Affiliate, if an individual, is at least eighteen (18) years of age and a resident of the United States or the United Kingdom;
3. Affiliate shall obtain all necessary licenses for any sales activities, events, telemarketing or otherwise and shall obey all applicable laws, regulations and rules of any applicable government body or agency or other authority;
4. Affiliates’ website content, if any, is solely owned by Affiliate and does not infringe on the rights of any third party, including but not limited to intellectual property rights, and is not defamatory, libelous, unlawful, or otherwise objectionable; 
5. Affiliate shall not provide, promote, distribute, place or otherwise publish or host any website that includes content which is libelous, defamatory, discriminatory, obscene, pornographic, violent, immoral, abusive, fraudulent or which violates any law, subject to the sole discretion of Company;
6. No proceeding in bankruptcy or receivership has ever been instituted by or against Affiliate, nor has Affiliate made any assignment for the benefit of creditors and there are no civil actions, proceedings, judgments, bankruptcies, liens or executions that could in any way affect the subject matter of this Agreement; and
7. Affiliate is not now and has never been the subject of any action or suit by any regulatory agency of any state or local government or of the federal government.

1. Indemnification. Affiliate will, at Affiliate’s own cost and expense, indemnify, defend and hold harmless the Company and its subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, successors and assigns, against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Affiliate’s representations, warranties, covenants, agreements, or obligations hereunder, (ii) Affiliate’s websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement, (iii) Affiliate’s failure or alleged failure to comply with any applicable law, rule or regulation, (iv) claims for unsolicited email, spamming or violation of any law, (v) Affiliate’s misuse, unauthorized modification or unauthorized use of the services or materials provided by the Company hereunder, (vi) any data breach caused by or through Affiliate; or (vii) any actual or alleged wrongful or negligent act or omission by Affiliate.

1. Confidentiality. At all times during and after the Term, the Affiliate will keep confidential and protect all of the Company’s Confidential Information with the same degree of care that Affiliate uses to protect Affiliate’s own confidential and proprietary information but in no event less than a reasonable standard of care, and the Affiliate will only use Confidential Information to the extent necessary to perform its obligations hereunder. Notwithstanding, the Affiliate may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the Company to do so. The Affiliate acknowledges and agrees that due to the unique nature of the Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Affiliate or third parties to unfairly compete with the Company resulting in irreparable harm to the Company, and therefore, that upon any such breach or any threat thereof, the Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law, and to be indemnified by the Affiliate from any loss or harm, including without limitation, lost profits and attorney’s fees, in connection with any breach or unauthorized use or release of any Confidential Information. The Affiliate will notify the Company in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this Section will constitute a material breach of this Agreement. Advance notice of promotions, sales, new products and special events is Confidential Information until such events are publicized by Company. From time to time Affiliate may be given prior notice of such events so that Affiliate may prepare content on Affiliate’s Website. The existence of such event and any Company Content provided to Affiliate is Confidential Information and may not be disclosed prior to the date specified by Company. Affiliate agrees to remove any such information from Affiliate’s website or other marketing at the request of Company.
2. Operation and Maintenance of the Company Website. The Affiliate acknowledges and agrees that: (i) the Affiliate does not have any authority to make or accept any offer or commitment on behalf of Company, (ii) the Company does not guarantee the availability of any merchandise or other services offered for sale on the Company Website, and (iii) the Company is solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the Company Website and the sale of merchandise thereunder. Customers will be deemed the Company’s customers, not the Affiliate’s. Accordingly, all of the Company’s then applicable rules, policies and procedures concerning orders, returns, refunds, customer service, privacy and other terms of use and sale will apply to such Customers. As between the parties, all information obtained through the use of the Company Website shall be the Company’s exclusive property. The Company may change its policies and operating procedures at any time in the Company’s sole discretion. The Company will determine the prices to be charged for Products in accordance with its own pricing policies. Product prices and availability may vary from time to time. 
3. Assignment. Affiliate may not assign this Agreement without the prior written permission of Company.
4. Relationship of the Parties. The relationship of the Parties is that of independent contractors and this Agreement does not create a joint venture, partnership, or agency relationship between them. Neither Party has the power to bind the other Party or create a liability against the other Party in any way.
5. Notices. Notices under this Agreement shall be sufficient if in writing and delivered by email.

6. Warranty Disclaimer. Company does not make any warranties, representations, or guarantees regarding the Company’s products or services, nor the operation and maintenance of the Company Website, whether express or implied, arising by law or otherwise, including without limitation, any implied warranty of usability, fitness for a particular purpose, or non-infringement or any implied warranty arising from course of performance, course of dealing, or usage of trade. Without limiting the generality of the foregoing, the Company makes no representation of the availability or price of any particular product or that the operation of the Company Website will be uninterrupted or error-free. 

7. Limitation of Damages. The Company will not have any liability (whether in contract, warranty, tort (including, but not limited to, negligence, product liability, or other theory) for any indirect, incidental, special, punitive, or consequential damages, even if the Company were advised of the possibility of such damages, or for any loss of revenue, data or profits arising under or with respect to this Agreement or the Program. The Company’s aggregate liability arising under or with respect to this Agreement or the Program will in no event exceed the total Revenue Share paid or payable by the Company to the Affiliate under this Agreement during the preceding twelve (12) month period prior to the date such liability arose. All claims made by the Affiliate against the Company shall be made within 120 days of the act or omission that forms the basis of such claims.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, documents, agreements and prior course of dealing.
10. Amendment and Waiver. Any provision of this Agreement may be amended or modified by the Company, at any time in Company’s sole discretion, by posting a change notice or a new agreement on the Company Website or by other reasonable means. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following any modification of this Agreement by the Company shall constitute your conclusive and binding acceptance of the amendment or new agreement. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 
11. Force Majeure. Company’s performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond Company’s reasonable control.
12. Severability. In the event that any of the provisions of these Terms and Conditions shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable.

By checking the “APPLY” box, you certify that you are over the age of 18 and you agree to be bound by all the terms of this Agreement as of the Effective Date. If you do not agree with all of the terms of this Agreement, do not join the Program.