Terms of Use and Privacy Statement

FOREWORD



Our Power Arm Performance
Brand Ambassadors are very important to us! We have
written the following Brand Ambassador/ Affiliate agreement with you in mind,
as well as to protect our company's good name. Please bear with us as we
take you through this legal formality.



If you have any
questions, please don't hesitate to let us know. We are strong believers in
straight-forward and honest communication. For quickest results please email us
at info@powerarmperformance.com.



Best regards,


The Power Arm Performance
Team

 




AFFILIATE/ BRAND AMBASSADOR AGREEMENT


PLEASE READ THE ENTIRE
AGREEMENT.

YOU MAY PRINT THIS PAGE
FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT
BETWEEN YOU AND POWER ARM PERFORMANCE, LLC

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 ambassador for
Power Arm Performance’s Brand Ambassador Program. The purpose of this Agreement
is to allow HTML linking, between your web site and the Powerarmperformance.com
web site. This agreement also outlines alternate tracking options (personalized
checkout codes, QR Codes, or other resources provided by Power Arm Performance
through this program for use by the brand ambassador to create customer
referrals. Please note that throughout this Agreement, "we,"
"us," and "our" refer to Merchant.com, and "you,"
"your," and "yours" refer to the brand ambassador.


2. Brand Ambassador Obligations


2.1. To begin the
enrollment process, you will complete and submit the online application via the
Power Arm Performance website or a registration link provided to you. All applications will undergo an approval
process, and Power Arm Performance
reserves the right to re-evaluate your application at a later time and/or
reject your application at our sole discretion. We may cancel your application
if we determine that your site, social media account(s), or any other referral platform 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 “Power Arm Performance” 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. You may not create or design your website/social media account or any other website/social media account that you
operate, explicitly or implied in a manner which resembles our website/social media account(s) or any of our affiliated sites/social media accounts nor
design your website in a manner which leads customers to believe you are Power
Arm Performance or any other affiliated business.


2.2. As a member of the
Power Arm Performance Brand Ambassador Program, you will have access to a Brand
Ambassador dashboard. Here you will be able to review our Program’s details, download
HTML code (that provides links to web pages within Power Arm Performance
and its related web sites) and banner creatives,  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 or code we provide you
with. You will also have access to personalized Ambassador codes that customers
can utilize at checkout as an additional way for us to properly track any
referral sales.


2.3. Power Arm
Performance reserves the right, at any time, to review your placement and
approve the use of Your Links/ codes 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(s) or social media accounts will be your responsibility. We may monitor your
site(s)/social media account(s) 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 or social media account. 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. Power Arm Performance
Rights and Obligations


3.1. We have the right to
monitor your sites, including social media, 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/codes to/for our web site are appropriate and to 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 Power Arm Performance Brand Ambassador Program.


3.2. Power Arm
Performance reserves the right to terminate this Agreement and your
participation in the Power Arm Performance Brand Ambassador Program immediately
and without notice to you should you commit fraud in your use of the Power Arm
Performance Brand Ambassador Program or should you abuse this program in any
way. If such fraud or abuse is detected, Power Arm Performance shall not be
liable to you for any commissions for such fraudulent sales.


3.3. This Agreement will
begin upon our acceptance of your Brand Ambassador application, and will
continue unless terminated hereunder.


3.4. In the event that your ambassadorship includes managing any "PAP official affiliated" social media account or site, your termination from, or leaving of the PAP Ambassador program will revoke your right to access or use that site or social media account. All login credentials and account information should be provided to PAP immediately.
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 or email. In
addition, this Agreement will terminate immediately upon any breach of this
Agreement by you.


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


6. Payment

6.1. Power Arm Performance
uses a third party to handle all of the tracking and payment. The third party
is Affiliantly. Kindly review the network’s payment terms and conditions. Additionally, depending on
your choice of payment type, please be sure to check with the proper third
parties for their terms and conditions. Any fees associated with specific
payment methods will be deducted from commission or passed on to you.
Commissions can be changed or altered at any time based on market conditions,
and at Power Arm Performance’s discretion. Power Arm Performance will
distribute payment directly via these services to you. Payments will be tracked and commissions distributed based on your specific
program details, located on your Brand Ambassador dashboard.


6.2. In the case of a product
collaboration or royalty due, in order to prevent incorrect payment of
commission, (a) if affiliate has referred an order SKU associated with the
affiliate, royalties will not be given for that purchase, and (b) royalties
will be calculated based on product price after affiliate earnings (if order is
a referred one) have been deducted from it.


7. Access to Brand Ambassador/Affiliate
Account Interface

You will create a password
so that you may enter your Power Arm Brand Ambassador dashboard. This dashboard is a
customized version of a service by Affiliantly. From this dashboard you will have access to all provided marketing resources, as well as an
up to date view of your commission rates, commissions due and payout schedules    
8. Promotion Restrictions


8.1. You are free to
promote your own web sites, but naturally any promotion that mentions Power Arm
Performance 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 Power
Arm Performance. For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our name.
Another generally prohibited form of advertising includes the use of
unsolicited commercial email (UCE), 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 Power
Arm Performance so long as the recipient is already a customer or subscriber of
your services or web site, and recipients have the option to remove themselves
from future mailings. Also, you may post to social media groups, forums and
other public platforms to promote Power Arm Performance so long as these
platforms specifically welcome commercial messages. At all times, you must
clearly represent yourself and your web sites as independent from powerarmperformance.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 Power
Arm Performance Brand Ambassador 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. Affiliate linking- Brand Ambassadors that among other keywords or
exclusively bid in their Pay-Per-Click campaigns on keywords such as powerarm.com,
powerarmsoftball.com powerarmperformance, powerarmsoftball, 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 the Power Arm Performance Brand Ambassador 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.


8.4. 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 Power Arm Performance’s site (i.e., no page from our
site or any of Power Arm Performance’s 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 Merchant.com’s 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 Power Arm Performance’s Brand Ambassador Program. You agree
that all uses of the Licensed Materials will be on behalf of Power Arm
Performance and the good will associated therewith will inure to the sole
benefit of Power Arm Performance.


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


POWER ARM PERFORMANCE
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING POWER ARM
PERFORMANCE SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN,
ANY IMPLIED WARRANTIES OF POWER ARM PERFORMANCE”S 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. 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.


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 POWER ARM PERFORMANCE’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.


13. Indemnification


You hereby agree to
indemnify and hold harmless Power Arm Performance, 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.


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 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 Power Arm Performance. 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 Jersey 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.