TERMS AND CONDITIONS

TERMS AND CONDITIONS

 

  • ACCEPTING THESE TERMS 

This document, our rules, policies and the other documents referenced make up our Terms and Conditions (“Terms”). The Terms are a legally binding contract between you and us. Please read them carefully.

  • CHANGES 

We may amend the Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If we change the Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.

  • ACCESS

Brand Affiliate is granted a non-exclusive, limited and revocable license to access the GORX Nutrition Post Affiliate Pro Website and Account and use its functionality on the condition that: 

(a) You are over the age of 18; 

(b) You only use the website for lawful purposes; 

(c) You do not engage in any improper, indecent or offensive behavior while using the website; 

(d) You are not breaking any law in your relevant jurisdiction by accessing this website; 

(e) You will treat the website and its users with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by us). 

(f)You take responsibility for all Content posted and activity that occurs under your account.

(g) Your account is not used by more than one person. 

 

  • LIMITATION OF LIABILITY 

 

Notwithstanding Clause 3 above, we will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with the access granted to the Brand Affiliate. The Brand Affiliate shall bear all resultant responsibility from such access to third parties and shall indemnify and hold us harmless should the third party lay claim against us. 

 

  • REPRESENTATIONS OF BRAND AMBASSADOR

Brand Ambassador represents and warrants that (i) he or she has the power and authority to enter into this Agreement, (ii) he or she is not a party to any agreement or subject to any law that restricts Brand Affiliate’s performance of Brand Ambassador’s obligations hereunder, and (iii) Brand Ambassador possesses all legal authorizations, permits and licenses necessary for the conduct of Brand Ambassador’s obligations hereunder. Brand Ambassador covenants and agrees to market, promote and sell the Products in compliance with all laws, regulations and codes applicable to Brand Ambassador’s duties and obligations hereunder.

 

  • APPOINTMENT; LIMITED LICENSE 

Upon acceptance by GORX Nutrition, Brand Ambassador shall be appointed as a Brand Ambassador of GORX Nutrition, and shall have the right to purchase and promote the Products pursuant to the terms and conditions hereof. Subject to the terms and conditions hereof, Brand Ambassador shall have the limited license and right to use GORX Nutrition’s trademarks and trade names as stipulated in the Terms of Service. In no event shall Brand Ambassador have or be granted any ownership in any of GORX Nutrition’s intellectual property.

 

  • INTELLECTUAL PROPERTY RIGHTS 

Notwithstanding the limited access to Trademarks and Trade names to the Brand Ambassador, GORX Nutrition is licensed to retain all right, title, and interest in and to all Intellectual Property Rights related in and to the website and the products and the limited access shall not be deemed as a surrender of such rights. The Brand Ambassador’s use to the GORX Nutrition logos and names shall be limited to the duration that such Brand Ambassador shall be  promoting the products. 

 

  • SPECIAL AFFILIATE CODES/LINKS 

 

  1. For ease of transaction and accountability, we may provide you with a unique Affiliate Code and/or link. You are permitted to place such links or code in your emails, or in other communications to enhance your marketing strategy. We will provide you with guidelines, link styles, and graphical artwork to use in linking to our website. We may change the design of the artwork at any time without notice, but we won’t change the dimensions of the images without efficiently notifying you.
  2. For ease of payment of referral fees, the Brand Ambassador will ensure that the sales they make are through the special links or code. We will not be liable if the Brand Ambassador or any other person incorrectly types the affiliate code or link. 
  3. The Brand Ambassador will ensure that the affiliate links point to the page of the product being promoted.

 

  • REFERRAL FEES/COMMISSIONS AND PAYMENT

 

  1. In harmony with section 8 above, for a product sale to be eligible to earn a referral fee, the customer must click-through a special link from the Brand Ambassador’s site, email, or other communications to our website and complete an order for a product during that session.

 

  1. GORX Nutrition will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if a purchase was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.

 

  1. We reserve the right to disqualify commissions, which in our opinion which shall be final, were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

 

  1. Payments shall only begin once the Brand Ambassador has earned more than …..(Indicate amount) in affiliate income. If the Brand Ambassador’s affiliate account never crosses the …… threshold, then the commissions will not be realized or paid. 

 

  1. The payments shall be made on the …… day of the month for the commissions accumulated in the previous month. 

 

  1. For Brand Ambassadors who shall not have met the minimum threshold for payment and thereafter reach the same, their commissions shall be paid in the following month’s pay out.  

 

  1. GORX Nutrition shall honor all GORX Fitness Affiliates as ambassadors and pay them a commission of 15% on products sold through the same means as GORX Nutrition Ambassadors. The terms and conditions in regard to all other factors shall remain similar to those of GORX Nutrition Ambassadors. 

 

  • COMPLIANCE WITH LAWS

As a condition to the Brand Ambassador’s participation in the Program, the Brand Ambassador agrees to comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over the Brand Ambassador whether those laws and/or rules etc. are now in effect or later come into effect during the duration of the Program. 

  • RESPONSIBILITIES

The Brand ambassador will be solely responsible for the development, operation, and maintenance of their site and for all materials that appear on the said site. The Brand Ambassador shall also be responsible for all their technical operations, privacy policy awareness, compliance with the law and any other tools or information necessary for the operation of the Brand Ambassador’s running of business. 

  • RELATIONSHIP OF PARTIES

The Brand Ambassador and ourselves are independent of each other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Brand Ambassador will have no authority to make or accept any offers or representations on behalf of GORX Nutrition. 

  • ARBITRATION
    1. Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or the Brand Ambassador’s  relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent the Brand Ambassador has in any manner violated or threatened to violate our intellectual property rights in which case we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. 

 

  1. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

 

 

  • ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

 

  1. The Brand Ambassador agrees that visiting the Site, sending us emails, and completing online forms constitute electronic communications. The Brand Ambassador further consents to receive electronic communications, and that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. 
  2. The Brand Ambassador hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site. Further, the Brand Ambassador hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means

 

  • PRODUCTS WARRANTY

 

  1. Brand Ambassador understands and agrees that GORX Nutrition has expended considerable time and resources in designing the Products. Brand Ambassador agrees to present the Products in a manner consistent with the official information on the GORX Nutrition website. In no event shall Brand Ambassador make any representations or warranties about the Products not contained in the official information provided by GORX Nutrition. 

 

  1. Brand Affiliate will indemnify and defend GORX Nutrition against any third party claims asserted against GORX Nutrition related to Product representations made by Brand Ambasssador that are not contained in the official information provided by GORX Nutrition.

 

  • TERM AND TERMINATION
    1. The term of this Agreement is at will, and may be terminated immediately upon notice by GORX Nutrition to the Brand Ambassador. 

 

  1. In the event of a breach of either party’s obligations hereunder, the other party may terminate this Agreement immediately. In the event of cancellation or termination by the Brand Ambassador for any reason or by GORX Nutrition for a breach by Brand Ambassador, Brand Ambassador shall waive all rights he or she have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date.

 

  1. For the avoidance of doubt, GORX Nutrition may terminate this Agreement and all other agreements between GORX Nutrition and other Brand Ambassadors if GORX Nutrition elects to cease business operations, dissolve GORX Nutrition or terminate its business. Upon the termination of this Agreement, all limited licenses granted to Brand Ambassador hereunder shall cease and Brand Ambassador shall cease to hold himself or herself out as Brand Ambassador of GORX Nutrition. 

 

  1.  All covenants set forth herein that by their terms survive the termination of this Agreement shall survive such termination.

 

  • ASSIGNMENT 

 

  1. Brand Ambasssador may not assign any rights or delegate its duties under this Agreement without the prior written consent of GORX Nutrition. Any attempt to transfer or assign Brand Ambassador’s rights or duties under this Agreement without the express written consent of GORX Nutrition renders the Agreement voidable at the option of GORX Nutrition and may result in termination of this Agreement. 

 

  1. GORX Nutrition may assign its rights and delegate its duties hereunder to any third-party acquirer of the business of GORX Nutrition, and following such an assignment and delegation; GORX Nutrition shall have no further duties or obligations hereunder.

 

  • TERMINATION 

 

  1. GORX Nutrition reserves the right to change, suspend, limit or discontinue any of its services, in whole or in part at any time for any reason, without notice (unless required by law).
  2. We may refuse service to anyone and may terminate or suspend Brand Ambassador’s affiliate marketing services and Brand Ambassador’s access to the website in whole or in part at any time, for any reason, without notice unless required by law. 

 

  • LIMITATIONS 

In no event will GORX Nutrition be liable to Brand Ambassador for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or Brand Ambassador’s inability to access or use, the website or any materials or content available through the website, whether based on warranty. 

 

  •  WAIVER 

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

 

  • ENTIRE AGREEMENT 

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

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