Thank you for your interest in Bodyblade’s Affiliate Program!  Please read the entire agreement and if you have any questions, do not hesitate to contact us.  You can reach us via email at [email protected].

AFFILIATE AGREEMENT

This Affiliate Agreement (the “Agreement”) is made between you and Hymanson, Inc. (“Bodyblade”).

By submitting the online application, you agree that you have read and understand the terms of this Agreement and that you agree to be 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 Bodyblade Affiliate Program. The purpose of this Agreement is to allow affiliate to distribute a designated code, according to the terms of this Agreement, that provides promotional discounts to customers who make a purchase through Bodyblade’s website at www.bodyblade.com.   

Throughout this Agreement, “we,” “us,” and “our” refer to Bodyblade, and “you,” “your,” and “yours” refer to the affiliate.

2.     Affiliate’s Obligations.

(a)   To begin the enrollment process, you must complete and submit the online application for Bodyblade’s Affiliate Program at the Refersion.com server.  The fact that we approved your application does not imply that we may not re-evaluate it at a later time.  We may reject your application at our sole discretion and for any reason or no reason. 

(b)   You agree that Bodyblade’s acceptance of your application creates an independent contractor relationship between you and Bodyblade, and nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, franchise, or sales representative relationship between you and Bodyblade.  You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement that contradicts this section.  You assume full and sole responsibility for the payment of all your expenses and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholdings which may arise as a result of the commissions paid to you pursuant to this Agreement or as a result of your participation in the Bodyblade Affiliate Program.

(c)   Bodyblade reserves the right, at any time, to review your use or distribution of your affiliate code and, upon Bodyblade’s request, you agree to remove, delete, and/or retract placement or distribution of your affiliate code and/or take such steps as may be required for you to comply with the terms of this Agreement and to cure any breach of this Agreement.

(d)   You agree that Bodyblade may call or text any phone number you provide to Bodyblade to communicate regarding Bodyblade’s Affiliate Program.  You represent that you are the owner of any phone number that you provide to Bodyblade and agree to promptly notify Bodyblade in writing if you are no longer the owner of any such phone number. 

(e)   You represent that you reside in the United States and that you will restrict your activity as an affiliate to the United Sates.

(f)    You agree that Bodyblade may deactivate, reissue, or terminate your affiliate code at any time and for any reason or no reason.  You agree that Bodyblade may modify the promotion, discount, or other customer benefit attributed to a customer’s authorized use of your affiliate code at any time. 

3.     Prohibited Conduct. 

You agree that you will not engage in the following conduct:

(a)   Make any false or misleading claim or omission about Bodyblade, its products, or your relationship with Bodyblade. 

(b)   Promote your affiliate code, Bodyblade, or its products in any social media advertisement.

(c)   Promote your affiliate code, Bodyblade, or its products in any advertisement.

(d)   Promote your affiliate code, Bodyblade, or its products in any Pay-Per-Click campaign or paid online search result campaign. 

(e)   Promote your affiliate code, Bodyblade, its products, or your relationship with Bodyblade in connection with any third-party products or services, except with Bodyblade’s prior express written approval. 

(f)    Post your affiliate code to a coupon website or similar website that distributes coupons, promotional codes, or discount codes. 

(g)   Use of any sort of “spam” communications in connection with the distribution of your affiliate code, including unsolicited commercial email, spam postings to social media accounts or comments sections, postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once.

(h)   Use of any sort of automated call or text messaging equipment, including the use of an automatic telephone dialing system, or use of any artificial or prerecorded voice communications in connection with this Agreement or the distribution of your affiliate code.

(i)     Engaging in telemarketing in connection with this Agreement or the distribution of your affiliate code. 

(j)     Conceal or misrepresent your identity or your relationship with Bodyblade in connection with the promotion of your affiliate code. 

(k)   Use of Bodyblade’s trademarks, intellectual property, or tradename, except as expressly authorized in Section 6.   

(l)     Violate any applicable law or regulation in connection with your use of your affiliate code or in any way related to this Agreement or Bodyblade.

4.     Payment.

(a)   Your Qualified Commissions for each calendar year quarter will be tallied at the end of each quarter and paid within thirty (30) days following the end of the quarter.   

(b)   A Qualified Commission means a commission earned through a customer’s purchase on www.bodyblade.com using your affiliate code that is not the result of prohibited conduct as set forth in Section 3, whether in whole or in part.  A customer’s purchase cannot qualify as a Qualified Commission until after the applicable return and exchange window has lapsed, according to the applicable Bodyblade return policy.  Returned products do not qualify as a Qualified Commission. 

(c)   Each Qualified Commission is calculated by taking the customer’s final purchase price after application of any discounts, but before taxes and shipment charges, and multiplying by ten percent (10%). 

(d)   Payment will be made in U.S. dollars.

(e)   You agree that payment may be made by PayPal to the email address you provide, by check, or by such other means as Bodyblade may designate from time to time.

(f)    Bodyblade reserves the right to withhold payment of commissions pending further inquiry if it reasonably believes that a purchase is the result of prohibited conduct, whether in whole or in part, or that you are engaged or have engaged in any prohibited conduct.  In addition to all other rights and remedies, you agree Bodyblade may apply amounts you owe to Bodyblade against future Qualified Commission payments.  You agree that commissions are not payable to you during the period in which a breach of this Agreement by you remains outstanding or ongoing and that you are not entitled to payment of any Qualified Commission earned for a quarter if you engaged in any prohibited conduct during such quarter. 

5.     Termination.

Either you or we may terminate 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.  Sections 7, 9, 10, and 12 expressly survive termination of this Agreement.

6.     Grant of Limited Trade Name License.

We grant to you a non-exclusive, non-transferable, revocable right to use the Bodyblade trade name for the limited purpose of distributing your affiliate code and directing potential customers to Bodyblade’s website (the “Licensed Materials”).  You are only entitled to use the Licensed Materials during the term of this Agreement. 

7.     Disclaimer.

BODYBLADE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS PRODUCTS AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN.  ANY IMPLIED WARRANTIES OF BODYBLADE’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 OR REFERSION’S SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

8.     Representations and Warranties.

You represent and warrant that:

(a)   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;

(b)   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;

(c)   You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

9.     Limitation of Liability.

YOU AGREE THAT 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 BODYBLADE’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 COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT.

10.  Indemnification.

You hereby agree to indemnify, defend, and hold harmless Bodyblade, its subsidiaries, and affiliates, and each of 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, are caused by, or are based on (i) your breach of this Agreement; (ii) any misrepresentation of a representation or warranty in this Agreement or any other misrepresentation or omission; (iii) any claim related to your website or social media account(s), including, without limitation, content therein not attributable to us, or any advertisement authorized by you; or (iv) your violation of any applicable law, regulation, or agreement with any other party.

11.  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 to the email address you submitted with your application or to any additional email address you provide to us.  If any modification is unacceptable to you, your only option is to terminate this Agreement through notification to us.  Your failure to notify us of your election to terminate this Agreement within thirty (30) days or your continued participation in Bodyblade’s Affiliate Program after email notification of modified terms will indicate your agreement to the changes.

12.  Miscellaneous.

(a)   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU OR WE MAY HAVE IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, TO BODYBLADE OR  ITS WEBSITE, TO THE USE THEREOF OR ACCESS THERETO, TO THE ADVERTISING AND OTHER CONTENT ON THE WEBSITE, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED, ADVERTISED, MARKETED AND/OR SOLD ON OR THROUGH THE WEBSITE, TO THE RECEIPT OF TEXT MESSAGES OR OTHER COMMUNICATIONS, AND/OR TO THIS AGREEMENT WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION OR REPRESENTATIVE ACTION.

(b)   Neither party may assign its rights or obligations under this Agreement to any party, except that we may assign such rights or obligations to a party who obtains all or substantially all our business or assets.

(c)   This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.  You agree to the exclusive jurisdiction of the State and Federal Courts in the State of California to resolve any disputes between you and us. 

(d)   You may not amend or waive any provision of this Agreement unless in writing and signed by both parties

(e)   This Agreement represents the entire agreement between us and you regarding the Bodyblade Affiliate Program, and shall supersede all prior agreements and communications of the parties, oral or written.

(f)    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.

(g)   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.