Affiliate Program Agreement
Effective Date: March 1st, 2023
This Affiliate Program Agreement (hereinafter called the “Agreement”) is provided by The Way Forward LLC (TWF). This agreement is a legal agreement between TWF and our affiliate partners. Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our program. By your application to and participation in the Affiliate Program, 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. Each Affiliate is responsible for ensuring that its employees, agents, and contractors comply with this agreement.
As used in these terms and conditions:
- (i)“TWF”, “Company”, “We”, “Us”, “Our”, and other first-person pronouns refer to The Way Forward for Mankind LLC and its websites, marketing collateral, digital and physical assets, properties, employees, legal agents, or authorized representatives.
- (ii) “You”, “Your”, “Affiliate”, “Partner,” and other second-person pronouns refer to the party agreeing to the terms and conditions set forth herein by The Way Forward, and by extension, any and all of its employees, independent contractors, legal agents, or authorized representatives.
- (iii) “our website” refers to The End of Covid website located at www.theendofcovid.com
- (iv) “your website” refers to any websites that you will link to our website.
- (v) “Program”, “Affiliate Program”, and “Application”, refers to The End of Covid Affiliate Program.
To begin the enrollment process, you must complete and submit the online application form found at http://188.8.131.52/affiliate-area. After submitting your form, your affiliate link will be created and available to you immediately to begin sharing.
The fact that we auto-approve application submissions does not imply that we may not re-evaluate your application at a later time. We reserve the right to ask follow-up questions or conduct an interview prior to accepting or rejecting your admittance into our Affiliate Program, as well as at any time to continue an already active agreement.
We reserve the right to reject any application for any reason, however, we encourage you to contact us if you feel we have made an incorrect decision.
Your participating website(s) may not:
- Infringe on our or any anyone else’s intellectual property, publicity, privacy, or other rights.
- Violate any law, rule, or regulation.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials.
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
LINKING TO OUR WEBSITE
- Upon acceptance into the Program, unique links and creative material will be made available to you through our website.
Your acceptance in our program means you agree to and abide by the following;
- You will only use the linking codes we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation.
- We reserve the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.
- Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
- Using redirects to bounce a click off a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
- If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.
- The maintenance and 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.
- 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.
- You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic images and text solely for the purpose of you participating in the Program. You may not modify the graphic images or text in any way. All of our rights in the graphic images and text, any materials provided, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
- You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
- All advertising on search engines must be approved by TWF prior to launching the campaign. For approval, we require copy, images, dates of promotion, and URLs (both display and destination). We reserve the right to review the audience and keywords for the ad as well.
- You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.
- You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to ‘TWF Coupons’, ‘TWF Discount Codes’, ‘TWF Promo’, etc).
- You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
- You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
- You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.
- If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be removed from the program permanently and all commissions associated with the violations will be reversed.
TWF TRADEMARKED TERMS
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):
- The Way Forward LLC, The Way Forward (or its acronym), The Way Forward Virtual Summit, The Way Forward Podcast, Alec Zeck, Your Source, The End of COVID Online Event, The End of COVID (or its acronym), and any other registered or unregistered trademarks of TWF (collectively, “Trademarks”).
- thewayfwrd.com and future TWF domains (collectively, “Domains”).
TWF BRANDS, LOGOS, AND TRADEMARKS
- Affiliates may only use TWF-provided logos or brand elements with explicit permission from TWF. Inclusion in the Affiliate Area as part of the available Collateral within constitutes a revocable license to use TWF’s designated intellectual property in support of promotion for the resource in question.
- Use of any of our Trademarks as part of the domain or subdomain for your website is strictly prohibited without explicit permission.
INTELLECTUAL PROPERY LAWS
- It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Promotions. You must have express permission to use any person’s copyrighted material or other intellectual property, whether it be a 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.
- You will not, in connection with this Agreement, display or reference on your Promotions, any trademark or logo of any third party seller appearing on our Collateral unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our Collateral in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
- Your Promotions of TWF Properties must be consistent with our branding, and shall not be false or misleading. All Promotions should be conducted in a manner that represents the interests of TWF and should, whenever possible, be created using or consistent with the Collateral within the Affiliate Center as a foundation. You shall not create, publish, distribute, or print any written material that references TWF Products that is substantially different in tone or content from the Collateral published within the Affiliate Center without first submitting that material to us and receiving our prior written consent. Affiliates who wish to promote Products in a manner not closely related to methods provided for within the Affiliate Center must request written pre-approval from TWF before any Affiliated-created messaging is used in any fashion, so as to ensure TWF’s interests are being met and TWF’s brand is being represented accurately.
- Affiliates may make adjustments to Collateral provided to fit their unique Promotional circumstances as long as the changes are not significant in tone and in no way misrepresent TWF, TWF’s offers or our partners.
CO-BRANDING AND INTERSTITIAL PAGES
Affiliates that wish to design, build and publish “co-branded” interstitial pages or landing pages must submit said pages to TWF for approval prior to publication.
- If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
- You may ONLY advertise coupon codes that are provided to you through the affiliate program.
- Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program.
- Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
- You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
- You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
- You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $50, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
- Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate program in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
DOMAIN NAMES Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187), Canada’s Anti-Spam Legislation (CASL) (2010 S.C., ch. 23 (Can.)), and California’s Restrictions on Unsolicited Commercial E-mail Advertisers (Cal. Bus. & Prof. Code § 17529.5 et seq) with respect to our Program. In the event these laws are modified, updated, or replaced, you further agree to comply with the latest laws and regulations related to this requirement.
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of or from us. 3. In the event that TWF informs you that you must scrub your list of all emails under a set of provided domains and you fail to comply, you will be held responsible for any resultant legal action or financial penalties.
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:
- You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Instagram, Twitter, etc. pages.
- You are PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.
- You are PROHIBITED from running Facebook ads with our trademarked company name.
- You are PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
- Promotions are conducted via social media profiles or channels you own that do not represent a legal relationship to TWF, such as one which would represent you as an employee, agent, or representative of TWF
- You may not use social media profiles, usernames, or channels that contain “TWF,” “The Way Forward,” “Alec Zeck,” the TWF Trademarks, the TWF Domains, or other names or variations of names in active use by TWF without explicit permission or as part of approved Promotions.
- Promotions via comments, replies, or other engagement to Properties or social profiles owned by TWF or other approved Affiliates may NOT contain your unique, trackable Affiliate Link.
- Promotions do NOT contain any TWF Trademarks, company names, or similar without explicit permission or as part of any Promotions.
- Promotions must comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and native advertising guidelines.
OPERATIONS OUTSIDE UNITED STATES
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
- Disclosures must be made as close as possible to the claims.
- Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
- Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC’s Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements
MERCHANT RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to further 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 Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
REFERRAL AND CUSTOMER RELATIONSHIPS
- All standard TWF policies and operating procedures will apply to these Referrals and Customers. We may change our policies and operating procedures at any time.
NO RECIPROCATION AGREEMENT
Affiliate Promotions of our Properties does not imply an agreement to or require TWF to conduct reciprocal (or in-kind) Promotion(s) of any of your products or services. Our authorization for you to serve as an Affiliate does not in any way imply an endorsement by us of you, your products, and/or your services.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Additional reasons we may terminate this Agreement immediately, shall include but not be limited to:
- Conduct by Affiliate which detracts from the good reputation of The Way Forward and TWF’s Events, Products, and Offerings;
- Complaints from consumers about you or your work;
- Misuse of the names or image of persons or brands who appear in our Products or Properties in a manner not consistent with the goals, branding, and intent of our organization and programs as set forth in this Agreement;
- Any deviation by you from the highest standards of professional and commercial conduct.
- Extremely or unusually low opt-in or sales rates, without explanation, could lead TWF to conclude that you may be using misleading Promotions.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Customers who purchase products, memberships, and content through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Prices may vary from time to time.
- Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered ‘direct sales’. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
- We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
- We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. This activity is available to you through our affiliate interface.
The affiliate cart for The End of COVID event will close on December 21, 2023. Payouts will be issued for all commissions earned between the event’s sales launch and December 21, 2023 as follows:
Payout 1 – Any commissions earned between the sales launch and September 21, 2023.
Payout 2 – Any commissions earned between September 22, 2023, and December 21, 2023.
Our team will pull reports at the end of each payout period, and you will be paid within 2 weeks of each period close once we have received your completed W-9 form. Payments will be sent via check for affiliates located within the United States and via Wise for affiliates located outside of the United States unless other arrangements have been made with and agreed to by the TWF Accounting Team in writing. Please send your completed W-9 or W-8BEN-E form and payable information to [email protected].
Commissions & Payments
- Commissions earned by Affiliates via Promotions of eligible Products will generally unless stated otherwise, be calculated as follows:
- Digital Products*:
- Affiliates – 40% of Gross Revenues
- Digital Products*:
- In some cases, and at our discretion, TWF may use a “Net Revenues” calculation for determining Commissions on Digital Products.
- We require a W-9 in order to make payments to you, as all Affiliates are considered Independent Contractors.
- Unless otherwise explicitly stated, live physical and virtual events, add-ons to membership programs, and external promotions are excluded from Affiliate Commissions. Other products may or may not be eligible for Commissions, depending on profit margin, overhead, and other factors at TWF’s discretion.
- You are required to use the unique link provided in advance of the promotion, to enable proper tracking. Commissions cannot and will not be paid if you fail to use the correct link.
- Commissions will be paid after factoring in short-term returns associated with your unique Affiliate Link.
- TWF will do its best to ensure that all link tracking and backups are in full working order. In the event of human or technological error that damages the ability to track adequately, every effort will be made to come up with a mutually agreeable resolution to provide fair and mutually agreeable Compensation.
- All payment processing shall be performed by The Way Forward LLC.
- We reserve the right to change the Commissions & Payments terms from time to time and any changes shall be effective upon posting such changes on the TWF Affiliate Center website.
- The TWF Team will notify you of a need for a completed W-9 form a maximum of three times during the one year following the event’s cart close of December 21, 2023. If you do not provide the completed W-9 form before December 22, 2024, you acknowledge that you forfeit any eligible affiliate commission earnings and thereby donate them back to our company.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter your secure affiliate account interface. From this site you will be able to view all necessary information, such as referrals, earnings, commissions, visits, conversion rates, creatives etc.
REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, intentionally vague or are found to be lying.
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
- If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
GRANT OF LICENSES
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.
2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will ensure to the sole benefit of us.
3. 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.
4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines, or graphical artwork referenced above, or with respect to our domain name.
You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will inure to the benefit of, and on behalf of, the Affiliate Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
THE WAY FORWARD LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE WAY FORWARD LLC’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 The Way Forward LLC, 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, (iv) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (v) any breach of any representation, warranty or covenant hereunder, or (vi) the sale, marketing, advertisement or promotion of TWF’s Properties or Products.
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.
None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation, or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors, and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
- You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
- 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.
- This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Texas without regard to the conflicts of laws and principles thereof.
- You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
- This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
- Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.