Your Healthiest Self – 30 Days to a Healthier You – Legal
Terms and Conditions Agreement Summary:
- Partner Agreement
Agreement between User and Your Healthiest Self – 30 Days to a Healthier You
Welcome to yourhealthiestself.com. The yourhealthiestself.com website (the “Site”) is owned by Modern Kids Design and is comprised of various web pages operated by Your Healthiest Self (“YHS”). YourHealthiestSelf.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of yourhealthiestself.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
YourHealthiestSelf.com helps people create and maintain a healthy lifestyle by offering products and services that can support them. Your Healthiest Self does not offer medical advice or claim to offer medical advice or guidance. And the tips, advice and opinions expressed by those appearing on the platform either through interviews or demonstrations are their strictly their own.
Visiting yourhealthiestself.com or sending emails to YHS constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that YHS is not responsible for third party access to your account that results from theft or misappropriation of your account. YHS and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
Your Healthiest Self does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website. You must be eighteen or older to use our website.
When you purchase our year-long pilot program, if you get in and determine it’s not for you, no worries! You can cancel any time during the first 7 days.
Simply, reach out to our Customer Service Team by emailing us at email@example.com for a full refund.
When you purchase our monthly program, you’re free to cancel any time! When you do, your current plan will continue until the end of your monthly billing cycle, and during that time you’ll have full access to 6 months of master classes and you won’t be billed the following month.
Based in California, our support team works from 10 AM to 6 PM Pacific Standard Time Monday through Friday and will respond to support questions as soon as possible. And if your email comes in over the weekend, again, no worries, we will answer questions and take care of the refund on the next business day.
Links to Third Party Sites/Third Party Services
Yourhealthiestself.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of YHS and YHS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. YHS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by YHS of the site or any association with its operators.
Certain services made available via yourhealthiestself.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the yourhealthiestself.com domain, you hereby acknowledge and consent that YHS may share such information and data with any third party with whom YHS has a contractual relationship to provide the requested product, service or functionality on behalf of yourhealthiestself.com users and customers.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of YHS or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. YHS content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of YHS and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of YHS or our licensors except as expressly authorized by these Terms.
Third Party Accounts
You will be able to connect your YHS account to third party accounts. By connecting your YHS account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by YHS from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the YHS Content accessed through yourhealthiestself.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless YHS, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. YHS reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with YHS in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and YHS agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. YOUR HEALTHIEST SELF AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
YOUR HEALTHIEST SELF AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. YOUR HEALTHIEST SELF AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
YHS reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and YHS as a result of this agreement or use of the Site. YHS’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of YHS’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by YHS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and YHS with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and YHS with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Your Healthiest Self reserves the right, in its sole discretion, to change the Terms under which yourhealthiestself.com is offered. The most current version of the Terms will supersede all previous versions. YHS encourages you to periodically review the Terms to stay informed of our updates.
Collection of your Personal Information
We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services available on the Site. These may include: (a) registering for an account on our Site; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information when ordering and purchasing products and services on our Site. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.
Sharing Information with Third Parties
Your Healthiest Self does not sell, rent or lease its customer lists to third parties.
Your Healthiest Self may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Your Healthiest Self, and they are required to maintain the confidentiality of your information.
Your Healthiest Self may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Your Healthiest Self or the site; (b) protect and defend the rights or property of Your Healthiest Self; and/or (c) act under exigent circumstances to protect the personal safety of users of Your Healthiest Self, or the public.
Tracking User Behavior
Your Healthiest Self may keep track of the websites and pages our users visit within Your Healthiest Self, in order to determine what Your Healthiest Self services are the most popular. This data is used to deliver customized content and advertising within Your Healthiest Self to customers whose behavior indicates that they are interested in a particular subject area.
Automatically Collected Information
Information about your computer hardware and software may be automatically collected by Your Healthiest Self. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Your Healthiest Self website.
The Your Healthiest Self website may use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Your Healthiest Self pages, or register with Your Healthiest Self site or services, a cookie helps Your Healthiest Self to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Your Healthiest Self website, the information you previously provided can be retrieved, so you can easily use the Your Healthiest Self features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Your Healthiest Self services or websites you visit.
Security of your Personal Information
Your Healthiest Self secures your personal information from unauthorized access, use, or disclosure. Your Healthiest Self uses the following methods for this purpose:
– SSL Protocol
When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.
We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Site cannot be guaranteed.
Children Under Thirteen
Your Healthiest Self does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website. You must be eighteen or older to use our website.
From time to time, Your Healthiest Self may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication.
If you would like to stop receiving marketing or promotional communications via email from Your Healthiest Self, you may opt out of such communications by Clicking the unsubscribe button.
Changes to this Statement
Your Healthiest Self welcomes your questions or comments regarding this Statement of Privacy. If you believe that Your Healthiest Self has not adhered to this Statement, please contact Your Healthiest Self at:
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Modern Kids Design (DBA YourHealthiestSelf.com)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
- Overview of the Affiliate Partner Agreement
This Agreement contains the complete terms and conditions that apply if you would like to become a partner in the YourHealthiestSelf.com Partner Program.
Please note Your Healthiest Self uses affiliate tracking software in order to track sales and payments and to facilitate the payment process for partners. As such, the term Affiliate Partner is also used in this agreement to refer to partners.
Also note that throughout this Agreement, “we,” “us,” and “our” to refer to YourHealthiestSelf.com, and “you,” “your,” and “yours” to refer to the affiliate partner.
This program is free to join and there are no minimum sales requirements.
- Commissions are earned at a rate of 30% per valid, verifiable sale;
- The sale of yearly program means 30% will be paid each year upon renewal and as long as the customer is in good standing;
- The sale of a monthly program means 30% will be paid each month as long as the customer is in good standing;
- When the partner makes a referral to a valid new partner, the partner can also earn 10% of the partners’ sales on a monthly or yearly basis depending on the product that is sold (i.e. monthly membership or yearly membership);
- Commissions are rewarded on a last referred basis. That means the last person who made the referral is awarded the commission.
- Cookies will not be made to expire by the company;
- Eared commissions will be approved and paid monthly and paid out by the 20th of the following month;
- In order to receive your commissions, you must have a valid PayPal account, which can be updated at any time within your account area;
- Commissions older than six months that have been approved yet unclaimed will be cancelled;
- Commissions cannot be earned on one’s own account. That is, self-referring cannot be made for the purpose of getting a discount;
- We monitor and track and audit referrals to assure accuracy and prevent fraud. We reserve the right to claw back commissions if we find errors or agreement-related violations;
- You can download your 1099 in your PayPal for United States tax purposes.
- Affiliate Obligations
2.1. To complete the enrollment process, you will complete and submit the online application in the Your Healthiest Self Partner Center. We reserve the right to reject your application at our sole discretion. And we may have to cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.7. Contains software downloads that potentially enable diversions of commission from other affiliates in our program
2.1.8. If you copy our website. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website, nor design your website in a manner which leads customers to believe you are YourHealthiestSelf.com or any other affiliated business.
2.1.9 If you spam
2.1.10 If you are not FTC compliant
2.2. As a member of YourHealthiestSelf.com’s Affiliate Program, you will have access to an Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides links to web pages within the YourHealthiestSelf.com website) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. YourHealthiestSelf.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6 You must remain FTC compliant.
- YourHealthiestSelf.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the YourHealthiestSelf.com Affiliate Program.
3.2. YourHealthiestSelf.com reserves the right to terminate this Agreement and your participation in the YourHealthiestSelf.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the YourHealthiestSelf.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, YourHealthiestSelf.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. If confidential information has been shared, upon termination, affiliate will be require to return information in the affiliate’s possession. The affiliate will also be required to remove any reference to the Your Healthiest Self website and company.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and YourHealthiestSelf.com Affiliate Program rules. Your continued participation in YourHealthiestSelf.com Affiliate Program following the posting of the change in notice or new Agreement on our site will indicate your agreement to the changes.
YourHealthiestSelf.com uses third party companies to handle all of the tracking and payments and PayPal for payments. The payment will be at the rate found in the Partner Center at the time of the sale. Payments will be made with in 20 business days of close of each month to allow for exchanges or refunds.
- Access to Affiliate Account Interface
You will create a password so that you may enter Your Healthiest Self ’s Partner Center, a secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
- Promotion Restrictions
8.1. You are free to promote your own websites, but any promotion that mentions YourHealthiestSelf.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by YourHealthiestSelf.com. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote YourHealthiestSelf.com so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote YourHealthiestSelf.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from YourHealthiestSelf.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the YourHealthiestSelf.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Please review our list of prohibited keywords for PPC bidding. Currently, YourHealthiestSelf.com, Your Healthiest Self – 30 Days to a Healthier You , www.YourHealthiestSelf.com, and/or any misspellings or similar alterations of these are prohibited from PPC bidding. If trademark and brand keywords are permitted for PPC bidding at a future date, those affiliates who bid in their Pay-Per-Click campaigns on keywords such as YourHealthiestSelf.com, Your Healthiest Self , www.YourHealthiestSelf.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Your Healthiest Self Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into a lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Your Healthiest Self products).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited the Your Healthiest Self website (i.e., no page from our site or any YourHealthiestSelf.com’s content or branding is visible on the end-user’s screen). As used herein, “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts 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 (search engines being, but not limited to, Google, Bing, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of the YourHealthiestSelf.com site in iFrames, hidden links and automatic pop-ups that open YourHealthiestSelf.com’s site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of YourHealthiestSelf.com’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of YourHealthiestSelf.com and the goodwill associated therewith will inure to the sole benefit of YourHealthiestSelf.com.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
YourHealthiestSelf.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING YourHealthiestSelf.com SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF YourHealthiestSelf.com ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL YourHealthiestSelf.com’s CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless YourHealthiestSelf.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between you and YourHealthiestSelf.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of your websites or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the California Law without regard to the conflicts of laws and principles thereof.
15.4. You may not amend nor waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
Changes to the Agreement
We reserve the right to modify the terms and conditions within this Agreement at any time at sole discretion and will update and post the notice here. If you have any questions or concerns, you may contact us at firstname.lastname@example.org