Terms of Use and Privacy Statement

AFFILIATE
AGREEMENT

 

PLEASE
READ THE ENTIRE AGREEMENT.

 

YOU
MAY PRINT THIS PAGE FOR YOUR RECORDS.

 

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LWSL,
INC. (LIVINGWELLSHOP.CO)

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.

 


1.
OVERVIEW

This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in the LWSLove Affiliate
Program found at href. The purpose of this Agreement is to
allow HTML linking between your web site and the livingwellshop.co web site.
Please note that throughout this Agreement, "we," "us," and
"our" refer to LWSL Inc. and livingwellshop.co, and that
"you," "your," and "yours" refer to the
affiliate.

 


2.
AFFILIATE OBLIGATIONS

2.1. To begin the enrollment process, you will
complete and submit the online application at. We do NOT auto-approve applications
we will evaluate your application. We may reject your application at our sole
discretion. We may cancel your application if we determine that your website 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. Includes
"Merchant" or variations or misspellings thereof in its domain name

2.1.7. Is otherwise
in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or
racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains
software downloads that potentially enable diversions of commission from other
affiliates in our program.

2.1.9.  Appears unprofessional or in some other way
does not fit with the image of our brand and the message we are trying to
promote.

 

2.2. Please note that 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 LivingWellShop.co,
LivingWellSpendingLess.com, LivingWellPlanner.com, or any other affiliated
business.

2.3. As a member of the LWSLove Affiliate
Program, you will have access to your own Affiliate Account Management Page.
Here you will be able to review our Program’s details and previously-published
affiliate newsletters, download HTML code (that provides for links to web pages
within the Livingwellshop.co web site) 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.

 

2.4. LWSL Inc. and the LWSLove Affiliate Program
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.

 

2.5. 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.

 

2.6. 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 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.
3.
LWSL INC. 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 notify further 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 Livingwellshop.co Affiliate Program.

 

3.2. LWSL Inc. reserves the right to terminate
this Agreement and your participation in the LWSLove Affiliate Program
immediately and without notice to you should you commit fraud in your use of
the LWSLove Affiliate Program or should you abuse this program in any way. If
such fraud or abuse is detected, Livingwellshop.co 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.

 


4.
TERMINATION

 

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 the agreement is terminated because a
breach of the terms outlined in this affiliate agreement, you will forfeit any
unpaid commissions.

 


5.
MODIFICATION

 

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

 


6.
PAYMENT

 

All affiliate payments will be made through
PayPal.  
7.
ACCESS TO AFFILIATE DASHBOARD

You will create a password so that you may enter
href
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.

 


8. PROMOTION RESTRICTIONS

 

8.1. You are free to promote your own websites,
but naturally, any promotion that mentions Livingwellshop.co, Living Well
Spending Less® or the Living Well Planner™ 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 LWSL Inc. and the LWSLove Affiliate Program.  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 our products 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 our products so long as the news group specifically
welcomes commercial messages. At all times, you must clearly represent yourself
and your websites as independent from Livingwellshop.co. 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 Livingwellshop.co
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. Affiliates that among other keywords or
exclusively bid in their Pay-Per-Click campaigns on keywords such as livingwellshop.co,
livingwellplanner, href, href, 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 our 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 the lead form as long as the prospects’
information is real and true, and these are valid leads.

 

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
Merchant’s site (i.e., no page from our site or any LWSL Inc. content or
branding is visible on the end-user’s screen). As used herein a.
“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, MSN, Yahoo,
Overture, AltaVista, Hotbot and similar search or directory engines); (c) set
commission tracking cookies through loading of Merchant site in . s, hidden
links and automatic pop ups that open on any LWSL Inc. site; (d) targets text
on web sites, other than those web sites 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 web sites 100% owned by the owner of the application.

 


9.
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 the LWSLove Affiliate Program. You agree that all uses of the Licensed
Materials will be on behalf of LWSL Inc. and the good will associated therewith
will inure to the sole benefit of LWSL Inc.

 

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.

 


10.
DISCLAIMER

 

LWSL INC. AND THE LWSLOVE AFFILIATE PROGRAM
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING LIVINGWELLSHOP.CO
SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF LIVINGWELLSHOP.CO 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.

 


11.
REPRESENTATION 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.

 


12.
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 LIVINGWELLSHOP.CO'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, EXCEEDS THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.

 


13.
INDEMNIFICATION

 

You hereby agree to indemnify and hold harmless LWSL
Inc., 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 rights 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.

 


14.
CONFIDENTIALITY

 

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 the express written permission of the disclosing party.

 


15.
MISCELLANEOUS

 

15.1. 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 Livingwellshop.co. 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.

 

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 State of New York without regard
to the conflicts of laws and principles thereof.

 

15.4. You may not amend or 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.