LifeSupplyUSA Website Affiliate Agreement

LifeSupplyUSA Website Affiliate Agreement 

Welcome, and thank you for your interest. Please read carefully the following terms. Once approved as  an Affiliate, you are agreeing to abide by the terms and conditions of this Agreement: 

This website affiliate agreement (the “Agreement”) is between LIFESUPPLYUSA LLC, ("LifeSupplyUSA" or  “we” or “us” or “our”) and YOU, ("Affiliate", “you” or “your”).  

LifeSupplyUSA products are available for shipping anywhere in the United States and worldwide on:  www.lifesupplyusa.com. The Affiliate owns and operates one or more websites that are accessible to  the public, specifically website, web pages, or other online services (the "Affiliate Website"). The Owner  wishes to engage the Affiliate for the purpose of promoting its website www.lifesupplyusa.com (the  "Owner Website") and the products and services available for purchase on the Owner Website (the  "Owner Products"). The Affiliate wishes to direct users of the Affiliate Website to the Owner Website  using a unique URL (an "Affiliate Link"), and the parties want the Affiliate to receive compensation for  purchases made by customers of the Affiliate who use the Affiliate Link (the "Affiliate Customers") of  certain applicable Owner products and services (the "Affiliate Program"). The parties therefore agree as  follows:  

1. RESPONSIBILITIES.  

(a) Of the Affiliate. The Affiliate shall:  

(i) Agree to the Terms of Use of ShareASale in order to be eligible for the program; (ii) display the Affiliate Link in a manner that does not reflect adversely on the Owner or mislead  visitors;  

(iii) use reasonable efforts to ensure the Affiliate Link works on the Affiliate Website, and that  any visitor who clicks on the Affiliate Link will be connected to the Owner Website; (iv) refer new, unique and, legitimate customers (i.e., customers not previously existing to the  Owner) to the Owner Website via the Affiliate Link;  

(v) adhere to the following "Keyword Buys & Commissions Policy":  

1. "Keyword Buy" means any advertisement that appears when certain words are  purchased and that matches a given keyword search query, and "Search Engine" means  software that acts as a service by searching an index or database and that returns relevant  matches based on information typed into a query.  
2. The Owner owns the rights to certain trademarks, including those that are listed below.  The Affiliate is prohibited from bidding on Owner trademark terms on all Search Engines,  as this use constitutes a trademark infringement of the Owner's trademarks. This includes  any variations, combinations, and lower case variants of these terms with or without the  "www" prefix or ".com" suffix. The Owner will not pay a commission on any transactions  derived from bidding on any of the following protected trademarked/brand-related  keywords, and the Owner may change these terms without notice to the Affiliate:  LifeSupplyUSA. 
3. The Affiliate may not make Keyword Buys that are confusingly similar to or a derivation  of, the Owner's name or other trademarks, including any misspellings or "typo squatting"  variants of the Owner's terms.  
4. The Affiliate may not use links that automatically redirect the user to the Owner  Website in the Affiliate's search ads. The Affiliate may not use the Owner Website (including  all lower or uppercase variations) for any DISPLAY or DESTINATION URL listings used in paid  search campaigns, or CLOAK or MASK the Owner Website URL in Search Engines.  E. The Affiliate may not use LifeSupplyUSA or any variation of LifeSupplyUSA in the  Affiliate's search ad creative; and  

(vi) include the following disclaimer on the Affiliate Website in connection with the Link: The  Owner and the Affiliate are not affiliated in any way and the Owner in no way endorses or  sponsors the affiliate website. 

(b) Of the Owner. The Owner shall:  

(i) provide all assistance to the Affiliate to enable the Affiliate to post the Affiliate Link on the  Affiliate Website;  

(ii) provide initial information and deliver the materials comprising the Affiliate Link within 30  days of the effective date of this agreement; and  

(iii) maintain accurate records of the data used to determine the commissions earned by the  Affiliate.  

2. ENROLLMENT. 

Affiliate applications are processed through ShareASale.com, our payment processor for the Affiliate  Program. In order to be eligible, you must first sign up as an Affiliate of ShareASale.com and you will  need to agree to ShareASale’s terms of use. After receiving your application, we will review Your  Website and the information you provided to make a decision. We will then notify you of your  acceptance or rejection into our Program. We reserve the right to reject any application in our sole  discretion; however, we encourage you to contact us if you feel we have made an incorrect decision.  

3. TERM AND TERMINATION.  

(a) Term. This agreement will become effective upon acceptance of your application and shall  continue unless and until terminated by either party.  

(b) Termination Procedures. This agreement may be terminated:  

(i) by either party, at any time, with or without a cause, by giving the other party written notice.  Written notice can be in the form of mail, email or fax;  

(iii) by the Owner at any time, immediately, and without prior notice, upon any breach of this  Agreement by the Affiliate.  

(c) Effects of Termination. After the termination of this agreement, all licenses granted under this  agreement will terminate unless they are expressly stated as surviving.  

4. PAYMENT.  

LIFESUPPLYUSA uses a third-party affiliate network to handle all of the tracking and payment. Please  refer to ShareASale.com payment terms and conditions. 

5. LICENSE.  

(a) License. The Owner grants the Affiliate a limited, nonexclusive, nontransferable,  nonsublicensable right to maintain the Affiliate Link on Affiliate Website to the Owner Website, in  accordance with the terms of this agreement, from which the Affiliate's website visitors can order  Owner Products. The Owner also grants Affiliate a nonexclusive, nontransferable license to use  certain Owner trade names, trademarks, service marks, trade dress, logos, and other intellectual  property used by the Owner in identifying its business (collectively, the "Owner Marks") for the sole  purpose of selling Owner Products on the Affiliate Website. The Owner shall provide the Owner  Marks to the Affiliate directly. The Affiliate may not use any other Owner intellectual property  without the Owner's prior written consent. The Owner reserves all proprietary rights to the Owner  Marks and may immediately revoke or adjust the Affiliate's license at any time on written notice.  

(b) No Other Use. The Affiliate may not use the Owner Marks for any purpose or on any other  media except as stated in this agreement or as the Owner expressly approves, or has approved, in  writing.  

(c) Modification. The Owner may submit written requests to modify or exclude any Owner Mark  from the Affiliate Website and the Affiliate shall accommodate the request as soon as possible.  

(d) Affiliate Intellectual Property. The Affiliate grants the Owner a nonexclusive license to utilize  the Affiliate's trade names, trademarks, service marks, trade dress, logos, and other intellectual  property used by the Affiliate in identifying its business (collectively, the "Affiliate IP") and website,  including design, computer software, and other components, authorized by the Affiliate in writing  (including by email), for the sole purpose of advertising, marketing, and promoting the Affiliate  Program. At any time, the Affiliate may revoke or modify the licenses it has granted to the Owner  and the Owner will use reasonable efforts to comply immediately with that revocation or  modification.  

(e) Representations About Affiliate IP. The Affiliate represents that:  

(i) it has all necessary rights, licenses, permits, and clearances to use the Affiliate IP and to offer,  sell, or license the goods and services offered through the Affiliate IP and this will not violate any  applicable laws or regulations or any third-party rights;  

(ii) the Affiliate IP does not violate or infringe any right of privacy, personality, or publicity, trade  secrets, patents, copyrights, or trademarks under the laws of any governmental authority,  domestic or foreign, or any other right of any third party; and  

(iii) the Affiliate IP will not misdirect or mislead Internet users.  

6. RESTRICTIONS ON AFFILIATE.  

The Affiliate shall not:  

(a) use the trademarks, trade names, service marks, or logos of the Owner except the Owner Marks  as expressly authorized by the Owner;  

(b) create, publish, distribute, or permit any written material that makes reference to the Owner  without first obtaining its written consent except as may have been previously agreed between the 

parties. If the Affiliate uses any Owner content without permission, the Owner may, without limiting  other forms of recourse, terminate the Affiliate's status in the Affiliate Program;  

(c) create, publish, distribute, or permit any advertising referencing the Owner, except as has been  agreed in writing between the parties;  

(d) not use the Owner's name, logo, graphics or include a link to the Owner Website in any form of  unsolicited communication, including unsolicited email (spam). The Affiliate must maintain strict  compliance with the CAN-SPAM Act of 2003 and all amendments and modifications to that law;  

(e) use the words "Official Site" in the Affiliate's ad creative or display URL. Affiliate may use the  words LifeSupplyUSA in certain preapproved ad copy, if that ad copy is not associated with the  following words or phrases: best prices, lowest rates, discount, discounted rates, cheap, or a certain  percentage off the Owner's prices.  

(f) frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and  complete display of each website, mirror, cobranded or derivative website belonging to the Owner  and its affiliates.  

(g) alter the Affiliate Link in any manner including modification of the design, color, format,  specification, or content of the Link.  

(h) provide incentivized traffic, where offers with incentives or the appearance of incentives  including points, lottery, coupon, contest entries or rewards, are used to generate revenue for  Affiliate Customers. This includes placing misleading statements near the ad creative (e.g.,"you will  win $100") unless such discount or incentive receives prior written approval by the Owner;  

(i) serve ad creative, or drive Affiliate Customers to this ad creative, using any downloadable  applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other  names as applicable), and serving ad creative that are not initiated by the affirmative action of the  the Affiliate Customer without the prior written approval of the Owner;  

(j) when participating in Pay Per Click (“PPC”) advertising, use on any of our Names, including any  variations or misspellings thereof, for search or content-based campaigns on advertising networks,  search services, or similar services, including but not limited to Google, Bing, or Yahoo; and 

(k) warrant that the Affiliate Website is written in English, is content based and not simply a list of  links or advertisements, have a top-level domain name and does not promote or contain sexually  explicit materials, promote violence or contain violent material, promote or contain libelous or  defamatory materials, promote discrimination, or employ discriminatory practices, based on race,  sex, religion, nationality, disability, sexual orientation or age. If the Affiliate violates any of these  restrictions, the Owner may withhold commissions earned under this agreement, or immediately  suspend or terminate the Affiliate's status as an affiliate.  

7. OWNER RIGHTS.  

(a) Right to Monitor Affiliate Website. The Owner has the right, but not the duty, to monitor the  Affiliate Website. The Owner shall notify the Affiliate of any modification that the Owner reasonably 

requests be made to the Affiliate Website in connection with posting the Affiliate Link. If the Affiliate  fails to make that change, the Owner may terminate the agreement immediately on written notice.  

(b) Right to Remove Link. The Owner may direct the Affiliate to remove, and the Affiliate shall  remove, the Affiliate Link from the Affiliate Website at any time and for any reason. (c) Right to  Disclaimer. The Owner may direct the Affiliate to post the disclaimer set forth in section 1(a)(v) on  the Affiliate Website.  

8. CONFIDENTIAL INFORMATION.  

(a) Definition. "Confidential Information" means this agreement and all nonpublic information of a  party, in whatever form, pertaining to the business of that party, including information relating to  that party's finances, customer records, and information, and all associated documentation and  materials that the party disclosing the information (in that capacity, a "Disclosing Party") designates  as being confidential when disclosing it to the other party (in that capacity, a "Receiving Party"), or  that, under the circumstances of disclosure, ought to be treated as confidential by the Receiving  Party. Confidential Information also includes any information relating to the Disclosing Party's  parent, subsidiaries, and affiliates. Confidential Information does not include information or data  that is:  

(i) known to the Receiving Party before its disclosure by the Disclosing Party without an  obligation of confidentiality under another agreement;  

(ii) independently developed by the Receiving Party without use of any Confidential  Information;  

(iii) in the public domain when the Receiving Party seeks to disclose or make use of it, other  than as a result of disclosure by the Receiving Party; or  

(iv) received by the Receiving Party from a third party with a legal or contractual right to disclose  that information or data.  

(b) Disclosure. The Receiving Party shall not use or disclose the Confidential Information of the  Disclosing Party except in connection with the exercise of its rights or the performance of its  obligations under this agreement. The Receiving Party shall not disclose Confidential Information of  the Disclosing Party to any person other than its employees, agents, or independent contractors  who have a need to know it in connection with this agreement, and who are under obligations of  confidentiality substantially similar to this section. The Receiving Party shall protect the  confidentiality of the Confidential Information of the Disclosing Party in the same manner that it  protects the confidentiality of its own proprietary and confidential information, but in any case with  reasonable care. All Confidential Information made available under this agreement, including copies,  shall be returned or destroyed by the Receiving Party, and certified as having been returned or  destroyed, promptly after the termination of this agreement.  

(c) Exceptions. A Receiving Party will not be in violation of this section if it discloses Confidential  Information that is required to be disclosed because of a valid order by a court or other  governmental body or by applicable law or by the rules of any nationally recognized stock exchange.  However, under these circumstances, the Receiving Party shall notify the Disclosing Party in writing  of that disclosure to permit the Disclosing Party to seek confidential treatment of that information.  

9. INDEMNIFICATION. 

(a) Of Owner by Affiliate. At all times after the effective date of this agreement, the Affiliate shall  indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages,  exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement  payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and  disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each  other fee and cost of investigating and defending or asserting a claim for indemnification (a  "Litigation Expense") arising out of:  

(i) the Affiliate's gross negligence or willful misconduct arising from the Affiliate's carrying out of  its obligations under this agreement; or  

(ii) the Affiliate's breach of any of its obligations or representations under this agreement.  

(b) Of Affiliate by Owner. The Owner shall at all times indemnify the Affiliate against a Loss or  Litigation Expense caused by any breach of any of the representations or agreements made by the  Owner under this agreement.  

10. DISCLAIMER OF WARRANTIES; LIMITATION OF DAMAGES AND LIABILITY.  

The Owner shall abide by all warranties as they exist on the Owner Website. EXCEPT AS SET FORTH  IN THIS AGREEMENT, THE OWNER MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES OR  REPRESENTATIONS WITH RESPECT TO THE OWNER'S PRODUCTS AND SERVICES PROVIDED TO  AFFILIATE CUSTOMERS THROUGH THE AFFILIATE PROGRAM AND ANY SERVICES PROVIDED BY THE  OWNER UNDER THIS AGREEMENT INCLUDING ANY IMPLIED WARRANTIES OR WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, the Owner makes no  representations that the operation of the Owner Website or services will be uninterrupted or error  free and it will not be liable for the consequences of any interruptions or errors. Neither the Owner  nor any of its agents, employees, officers, or directors will be liable for consequential, incidental or  special damages, including lost profits, even if it has knowledge of the potential loss or damage. THE  OWNER'S LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE UNDER THE  AGREEEMENT.  

11. COMPETITIVE LINKS. 

The Affiliate shall not post any link on the Affiliate Website belonging to any of the Owner's  competitors listed on Exhibit A. Additional competitors may be added to Exhibit A with the prior  written consent of the Affiliate or removed with the prior written consent of the Owner.  

12. NATURE OF RELATIONSHIP.  

(a) Nothing in this agreement creates any employment, independent contractor, or agency  relationship between the Affiliate and the Owner. Neither party may enter into contracts, assume or  create any liability or make agreements of any kind for, in the name of, or on behalf of, the other  party.  

(b) Any Affiliate Customer that follows the Affiliate Link to the Owner Website, upon arrival and use  of the Owner Website, will be deemed to be a customer of the Owner. Accordingly, the Owner will  be responsible for all aspects of order processing and fulfillment of the Owner Products. All Owner  

rules, prices, policies,and operating procedures will apply to sales of Owner Products made under  this agreement. 

(c) The Owner expressly reserves the right to add, delete, or modify its products and services and  prices at any time. The Owner also expressly reserves the right to reject any order.  

(d) The Owner is NOT responsible for the operation or contents of the Affiliate Website, or any third  party website not controlled by the Owner. The Affiliate is responsible for and must pay all expenses  that are incidental to its activities and responsibilities under this agreement, including employees'  and subcontractors' compensation; costs of developing, maintaining, and operating the Affiliate  Website; programming costs; and creating, producing or revising any marketing materials. The  Affiliate shall assume sole responsibility for any liabilities that may be incurred by the Affiliate in  operating its business and fulfilling the terms of this agreement and is solely responsible for the  payment of all foreign, federal, state and local taxes that may accrue because of this agreement.  

13. GOVERNING LAW.  

(a) Choice of Law. The laws of the state of Florida govern this agreement (without giving effect to its  conflicts of law principles).  

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts  in Miami-Dade County, Florida.  

14. AMENDMENTS.  

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 Lifesupplyusa.com's Affiliate Program rules. If any  modification is unacceptable to you, your only option is to end this Agreement. Your continued  participation in Lifesupplyusa.com's Affiliate Program following the posting of the change notice or  new Agreement on our site will indicate your agreement to the changes. 

15. ASSIGNMENT AND DELEGATION.  

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the  prior written consent of the other party. All voluntary assignments of rights are limited by this  subsection.  

(b) No Delegation. Neither party may delegate any performance under this agreement, except with  the prior written consent of the other party.  

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported  delegation is made in violation of this section, it is void.  

16. SEVERABILITY.  

If any one or more of the provisions contained in this agreement is, for any reason, held to be  invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not  affect any other provisions of this agreement, but this agreement will be construed as if those  invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of  those provisions would result in such a material change so as to cause completion of the  transactions contemplated by this agreement to be unreasonable. 

17. NOTICES.  

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand,  or other communication required or permitted by this agreement shall give that notice in writing  and use one of the following types of delivery, each of which is a writing for purposes of this  agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt  requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.  

(b) Addresses. A party shall address notices under this section to a party at the following addresses:  If to the Owner: LifeSupplyUSA P.O.Box 801153 Aventura, Florida 33160 support@lifesupplyusa.com 

18. WAIVER.  

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by  the provisions of this agreement will be effective unless it is in writing and signed by the party  waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will  be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no  waiver will constitute a continuing waiver, unless the writing so specifies.  

19. ENTIRE AGREEMENT.  

This agreement constitutes the final agreement of the parties. It is the complete and exclusive  expression of the parties' agreement about the subject matter of this agreement. All prior and  contemporaneous communications, negotiations, and agreements between the parties relating to  the subject matter of this agreement are expressly merged into and superseded by this agreement.  The provisions of this agreement may not be explained, supplemented, or qualified by evidence of  trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and  neither party is relying on, any statement, representation, warranty, or agreement of the other  party except those set forth expressly in this agreement. Except as set forth expressly in this  agreement, there are no conditions precedent to this agreement's effectiveness.  

20. HEADINGS.  

The descriptive headings of the sections and subsections of this agreement are for convenience  only, and do not affect this agreement's construction or interpretation.