AFFILIATE TERMS & CONDITIONS
These Affiliate Program Terms & Conditions (the “Agreement”) contain terms and conditions that apply to your participation as an Affiliate (“Affiliate”) in the Valor Labz Affiliate Program (the “Affiliate Program” or “Program”).As used in this Agreement, “we” and “our” shall mean Valor Labz, LLC (“Valor Labz”), and “you” and “your” mean the Affiliate.By submitting your “Affiliate Program Application” and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of your participation in the Program. Additionally, you acknowledge and agree that by submitting your application, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which you submit your application.
1. Approval or Rejection of the Application
We reserve the right to approve or reject ANY Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application. Your participation in the Program is solely to legally advertise our website to receive a commission on memberships and products purchased by individuals referred to Valor Labz by your own website or personal referrals.
Commissions will be start accumulating once you reach Tier level two (2) or higher. Commission will not be paid out until the total amount is equal to $50 or greater. You cannot refer yourself, and you will not receive a commission on your own accounts. There is also a limit of one commission per referral. Commissions will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not result in commissions. Commission will only be paid on percentage of orders placed after reaching level of tier 2, not clicks on links or email subscriptions ever.
Your Affiliate Program Application and status in the Program may be suspended or terminated for any of the following reasons, including without limitation: Fraud and self-referrals; Inappropriate advertisements (false claims, misleading hyperlinks, etc.); Spamming (mass email, mass newsgroup posting, etc.); Advertising on sites containing or promoting illegal activities; Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws; Violation of intellectual property rights; and Offering rebates, coupons, or other form of promised kick-backs from your commission as an incentive or the promotion of competitors of Valor Labz without prior written consent from Valor Labz. In addition to the foregoing, Valor Labz reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.
4. Use of Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable license to (a) access our site content through the links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material designated in such offer (collectively, the “Licensed Materials”), only as provided to you solely for the purpose of generating the sale of Valor Labz products from your site. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You shall not make any specific use of any Licensed Materials for purposes other than generating the sale of Valor Labz products from your site without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion. Without limiting the foregoing, you may not use any Licensed Materials in direct mail or email without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion.
5. Affiliate Links
You may use graphic and text links both on your website and within in your email messages. You may also advertise the Valor Labz site in online and offline classified ads, magazines, and newspapers. You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined inSection 3. In compliance with the FTC Guidelines, you must clearly and conspicuously identify yourself as an Affiliate on all pages and social media forms where an Affiliate link occurs. You shall include a clear and conspicuous disclosure within any and all pages, blog/posts, or social media posts where affiliate links for our Affiliate Program are posted and where a reader or consumer may not understand that the link is a paid advertisement. You understand and agree that any messaging in contravention of the FTC Guidelines may result in your immediate termination and removal from the Program. In addition, you must include a disclosure that complies with FTC Guidelines where (a) disclosures must be made as close as possible to the claims; (b) disclosures must be made on each page containing a sponsored link or reference to Valor Labz; a single statement on the site, or a separate page with your general disclosure statement is not an adequate disclosure; (c) disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure; and (d) social media posts must include appropriate hashtags. FTC Guidelines, including hashtags and disclaimer requirements, are subject to change over time and it’s your responsibility to review and comply with current guidelines as policies may change over time.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.
6. Coupon and Deal Sites
Valor Labz occasionally offers coupon to select Affiliates and to our newsletter subscribers. If you’re not pre-approved/assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of our products in relation to a deal or coupon: Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific Affiliate. Affiliates may not bid on Valor Labz Coupons, Valor Labz Discounts or other phrases implying coupons are available. Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the Valor Labz site. User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed). Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the Program immediately.
7. Pay Per Click (PPC) Policy
PPC bidding is NOT allowed without prior written permission of Valor Labz.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, THE LICENSED MATERIALS, OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). 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.
9. Limitation of Liability
You hereby agree that Valor Labz, including without limitation its respective directors, officers, employees, agents, members, partners, licensees and licensees, will not be liable for any indirect, special, exemplary, consequential or incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
10. Representations and Warranties
You hereby represent and warrant to us as follows:This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby.Any material displayed on your site will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) be defamatory or libelous; (d) be lewd, pornographic or obscene; (e) violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) promote violence or contain hate speech; (g) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or (h) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information related to this Agreement and/or to your participation in the Program, including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, provided that, in cases involving (a) and (c), you give prior written notice to Valor Labz and allow Valor Labz to intercede on our own behalf to the extent that Valor Labz seeks to limit the disclosure.
12. Term of the Agreement; Modification
The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated. The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any changes.
13. Affiliate Status
At all times during the term of this Agreement, Affiliate shall be an independent contractor and not an employee of the Valor Labz. The is solely and exclusively responsible for all federal, state and/or local taxes and withholdings with respect to any compensation the Affiliate earns as a result of this Agreement, and other statutory or contractual obligations of any sort, including but not limited to, workers’ compensation insurance, health insurance, and unemployment insurance. If and to the extent the Affiliate is classified as an employee by any governmental unit, agency or court and Valor Labz is required to pay any taxes, benefits or other expenses associated with the Affiliate having been reclassified as an employee, Affiliate shall reimburse Valor Labz in full for all such taxes, benefits and costs. Affiliate has no authority to enter into any agreements or contracts on behalf of Valor Labz, or to bind Valor Labz in any way, and shall not represent, either explicitly or implicitly, that Affiliate possesses any such authority.
14. Compliance; Indemnification
Affiliate will at all times act in compliance with all applicable laws and regulations, as well as Valor Labz rules of conduct, whether now existing or hereinafter enacted, connection with his, her or its performance under this Agreement. Affiliate shall indemnify and hold harmless Valor Labz and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Valor Labz to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.
15. Governing Law, Jurisdiction, and Attorney Fees
This Agreement shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Pennsylvania. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the federal and state courts located in Erie County Pennsylvania. In the event of litigation to enforce any provision of this Agreement, the substanitally prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.
Any notices required or permitted by this Agreement must be delivered to Valor Labz via registered mail to:VALOR LABZ 8835 Walmer Dr. McKean Pa 16426
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
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.
19. Force Majeure
You acknowledge that Valor Labz servers, equipment, and services (e.g., tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond Valor Labz’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement.
20. Equitable Relief
The parties agree that any breach of either of the party’s obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party’s obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part.
12. Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Affiliate Program Application. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.