Affiliate Terms and Conditions

This Affiliate Agreement ("Agreement") is made by and between Bulletproof Fitness Equipment of 43941 15th St West, Lancaster CA 93534 (“Bulletproof”) and (Name of Affiliate) you (“Affiliate”) and is effective as of the date of Affiliate’s application to the Bulletproof Fitness Equipment Affiliate Program (“Program”). Bulletproof and Affiliate may each be referred to in this Agreement as a “Party” and collectively as the “Parties” and meaning the officers, directors, employees, contractors, agents, subsidiaries, affiliates and assigns of each Party.

Overview. This Agreement contains the complete terms and conditions that apply to participation as an Affiliate in the Program. The purpose of this Agreement is to allow for Affiliate and Bulletproof to promote the products and services of the other Party, such as by providing links between Affiliate’s website and the Bulletproof website.
Affiliate Obligations.

To begin the enrollment process, Affiliate will complete and submit the online application. Bulletproof may approve or reject Affiliate’s application in Bulletproof’s sole discretion and at any time with or without notice to Affiliate. If Bulletproof approves Affiliate’s application that does not imply that such approval to participate in the Program is guaranteed and Bulletproof may re-evaluate and change the status of an application at any time, for any reason, and in its sole discretion. Bulletproof may cancel an application if it determines that an Affiliate’s products or services, including any linked or referenced websites or physical locations, are unsuitable for the Program, including if it:

Promotes sexually explicit materials;
Promotes violence;
Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Promotes illegal activities;
Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
Includes or uses “Bulletproof”, "Bulletproof Fitness Equipment" or variations or misspellings thereof in its domain name, links or other information or materials;
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Bulletproof in its sole discretion;
Contains software downloads that potentially enable malware, spyware or diversions of commissions from other Affiliates in the Affiliate Program;
Creates, designs, operates or benefits from any website or other marketing or promotional material that resembles such from Bulletproof sufficient to potentially mislead customers to believe that Affiliate is Bulletproof;
Creates or furthers an unsafe or undesirable environment in its online or physical locations, as determined in Bulletproof’s sole discretion.

As a member of the Program, Affiliate will have access to “Account Manager.” Through Account Manager, the Affiliate will be able to: (i) review the Program details, (ii) access to previously published Affiliate newsletters, (iii) download HTML code (that provides for links to webpages within the Bulletproof website), (iv) download banner and other creatives, (v) browse and get tracking codes for Bulletproof coupons and deals, (vi) other informational or marketing materials provided by Bulletproof for Affiliate to use; and (vii) optionally be listed as a facility at which consumers may view and experience Bulletproof equipment in person. In order for Bulletproof to accurately keep track of all guest visits originating from Affiliate’s website to the Bulletproof website, Affiliate must use materials that Bulletproof provides through Account Manager (e.g., the HTML code, banners, text links, website links, etc.).
Bulletproof reserves the right, at any time, to review the placement of links, approve the use of links, or require that Affiliate change the placement or use to comply with guidelines provided by Bulletproof.
The maintenance and the updating of Affiliate’s website is and will always be the responsibility of Affiliate. Bulletproof may monitor Affiliate’s products, services or websites as Bulletproof feel necessary to make sure that it relays correct Bulletproof information and to notify of any changes that Bulletproof feels should enhance Affiliate’s performance.
Affiliate may further opt-in to a listing of Affiliate members that will permit consumers to visit their facilities to observe demonstrations of and/or experience Bulletproof Fitness Equipment. Bulletproof does not require an Affiliate to offer this on-site service to consumers as a prerequisite for entry into or continued participation in the Program. Affiliates that choose to offer this in-person service do so at their own risk and Bulletproof is not responsible for the acts of the Affiliate or any consumer at the Affiliate’s facility. Bulletproof may remove an Affiliate from the in-person listing in its sole discretion.
It is entirely Affiliate’s responsibility to follow all applicable intellectual property and other laws that pertain to Affiliate’s website. Affiliate must have express permission to use any person's intellectual property or other proprietary material, whether it be a writing, an image, or any other copyrightable work. Bulletproof will not be responsible (and Affiliate will be solely responsible) if Affiliate uses another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

Bulletproof’s Rights and Obligations.

Bulletproof has the right to monitor Affiliate’s website, products or services at any time to determine if Affiliate is following the terms and conditions of this Agreement. Bulletproof may notify Affiliate of any changes to Affiliate’s website that Bulletproof feels should be made, or to make sure that Affiliate’s links to the Bulletproof website are appropriate and to notify Affiliate further of any changes that Bulletproof feels should be made. In the case of physical locations, Bulletproof may make suggestions to the Affiliate regarding the display and use of Bulletproof Equipment, but Affiliate is ultimately responsible for its own facilities and the display and use of any equipment therein, provided however, that any misuse of Bulletproof equipment is grounds for immediate removal from the Program and voids any product warranty. If Affiliate does not make the changes to Affiliate’s website or facilities that Bulletproof feels are necessary, Bulletproof reserves the right to terminate Affiliate’s participation in the Program.
Bulletproof reserves the right to terminate this Agreement and Affiliate’s participation in the Program immediately and without notice to Affiliate should Affiliate commit fraud or abuse in its use of the Bulletproof Equipment or participation in the Program. If such fraud or abuse is detected, Bulletproof shall not be liable to Affiliate for any commissions for such fraudulent sales.
This Agreement will begin upon Bulletproof’s acceptance of the Affiliate’s application and will continue unless terminated hereunder for the duration of Affiliate’s participation in the Program.

Termination. Either Party may end this Agreement and Affiliate’s participation in the Program 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 and participation in the Program will terminate immediately upon any breach of this Agreement by Affiliate.
Modification. Bulletproof may modify any of the terms and conditions in this Agreement at any time at Bulletproof’s sole discretion. In such event, Affiliate will be notified by email or by posting to Bulletproof websites. Modifications may include, but are not limited to, changes in the payment procedures and Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only option is to end this Agreement and cease all Affiliate activities in the Program. Following publication or provision of a change notice or new Agreement by Bulletproof, by continuing to participate in the Program, Affiliate thereby acknowledges and accepts the new terms published or provided.
Access to Affiliate Account Interface and Payment. Bulletproof uses a third party (i.e., Social Snowball) to handle all of the tracking and payment due under the Program.
Affiliate will create a password so that Affiliate may access the third party interface to receive reports that will describe Bulletproof’s calculation of the commissions due to Affiliate. Additional terms and conditions from the third party may apply to Affiliate and Bulletproof encourages you to closely review their terms and conditions.
Promotion Restrictions.

Affiliate is free to promote its own websites, products and services, but naturally any promotion that mentions Bulletproof or its products, services or websites could improperly be perceived by the public as a joint effort by the parties or an endorsement of Affiliate by Bulletproof. Affiliate should know that certain forms of advertising are always prohibited by Bulletproof. For example, advertising commonly referred to as ‘spamming’ is unacceptable to Bulletproof and could cause damage to the Bulletproof 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, Affiliate may not advertise in any way that effectively conceals or misrepresents Affiliate’s identity, domain name, or contact information (e.g., return email address). Affiliate may use mailings to customers to promote Bulletproof so long as the recipient (a) is already a customer or subscriber of Affiliate, (b) has consented to the use of their personal information for marketing purposes, and (c) has the option to be removed from future mailings or modify their privacy choices with Affiliate. Also, Affiliate may post to newsgroups to promote Bulletproof so long as the news groups specifically authorize commercial messages. At all times, Affiliate must clearly represent itself and its products and services as independent from Bulletproof. If it comes to Bulletproof’s attention that Affiliate is spamming or is otherwise in violation of promotion guidelines, Bulletproof may immediately terminate this Agreement and Affiliate’s participation in the Program. Any pending balances owed to Affiliate will not be paid if Affiliate account is terminated due to such unacceptable advertising or solicitation.
Affiliate may not exclusively bid in its Pay-Per-Click campaigns on keywords such as Bulletproof Fitness Equipment, Bulletproof, www.bulletprooffitnessequipment, www.bulletprooffitnessequipment.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords. Such improper and unauthorized uses are considered to be trademark infringement and misuse and Bulletproof may ban Affiliate from its Program. Bulletproof may, but is not required to, provide Affiliate with prior notice of removal from its Program for trademark violations of this nature.
Affiliate is not prohibited from keying in a prospective customer’s information into the lead form as long as the prospect’s information is real and true, obtained and used in accordance with applicable privacy laws, and is a valid lead (i.e., appears sincerely interested in Bulletproof products and services).
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 Bulletproof’s website (i.e., no page from any Bulletproof website or any Bulletproof Fitness Equipment content or branding is visible on the end-user’s screen). As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that (i) 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 webpage or email; (ii) 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); (iii) set commission tracking cookies through loading of Bulletproof websites in IFrames, hidden links and automatic pop ups that open Bulletproof’s website; (iv) targets text on websites, other than those websites 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 websites 100% owned by the owner of the application.

Grant of Licenses.

Bulletproof grants to Affiliate a non-exclusive, non-transferable, revocable right to (i) access Bulletproof’s website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use Bulletproof’s logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that Bulletproof provides to Affiliate or authorizes for such purpose. Affiliate is only entitled to use the Licensed Materials to the extent that Affiliate is a member in good standing of the Program. Affiliate agrees that all uses of the Licensed Materials will be on behalf of Bulletproof and the good will associated therewith will inure to the sole benefit of Bulletproof.
Each Party agrees not to use the other's confidential or 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 confidential and 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.

Disclaimers. BULLETPROOF MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BULLETPROOF FITNESS PRODUCTS, SERVICES AND WEBSITE, ANY IMPLIED WARRANTIES OF BULLETPROOF FITNESS EQUIPMENT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, BULLETPROOF MAKES NO REPRESENTATION THAT THE OPERATION OF BULLETPROOF’S PRODUCTS, SERVICES AND WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND BULLETPROOF WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. FURTHER, THE LISTING OF AN AFFILIATE ON THE BULLETPROOF WEBSITE OR IN ASSOCIATION WITH BULLETPROOF’S PRODUCTS AND SERVICES IS NOT A GUARANTEE OR ENDORSEMENT OF THE SUITABILITY OF ANY AFFILIATE’S PHYSICAL LOCATIONS, PRODUCTS, SERVICES, WEBSITES OR BUSINESS PRACTICES.
Representations and Warranties. Affiliate represents and warrants that:

This Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid, and binding obligation, which is enforceable against Affiliate in accordance with these terms;
Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Affiliate’s obligations under this Agreement, without the approval or consent of any other Party;
Affiliate has sufficient right, title, and interest in and to the rights granted to Bulletproof in this Agreement.

Limitation of Liability. BULLETPROOF IS NOT LIABLE TO AFFILIATE 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 THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES (WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER FORM OF ACTION) IN THE EVENT THAT SUCH IS NOT RELATED TO THE DIRECT RESULT OF ONE OF THE PARTIES' NEGLIGENCE OR BREACH. BULLETPROOF IS NOT RESPONSIBLE FOR ANY LIABILITY, DAMAGES, OR CLAIMS OTHERWISE ARISING OUT OF AN AFFILIATION WITH BULLETPROOF BY BEING LISTED AS A PARTICIPANT IN THE BULLETPROOF AFFILIATE PROGRAM OR TO ANY LIABILITY, DAMAGES, OR CLAIMS ARISING FROM THE INTERACTIONS BETWEEN AFFILIATE AND ANY THIRD PARTY. BULLETPROOF IS NOT LIABLE TO AFFILIATE, BEYOND COMPLIANCE WITH APPLICABLE LAWS, FOR ANY INFORMATION THAT IS EXCHANGED BETWEEN AFFILIATE AND THIRD PARTIES, GUESTS OR CUSTOMERS. AFFILIATE AGREES TO INDEMNIFY AND FULLY WAIVE BULLETPROOF’S LIABILITY FOR ANY USE OF BULLETPROOF EQUIPMENT OR OTHER EQUIPMENT BY THIRD PARTIES, GUESTS OR CUSTOMERS AT AFFILIATE’S PHYSICAL LOCATIONS OR CAUSED BY THE USE OF AFFILIATE’S WEBSITE. IN NO EVENT SHALL BULLETPROOF’S CUMULATIVE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).
Indemnification. Affiliate hereby agrees to indemnify and hold harmless Bulletproof, 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 (a) any claim that Bulletproof’s 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, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Affiliate herein, (c) any injury or claim related to or arising from Affiliate being listed as a participant in the Program, including, without limitation, any content provided directly to or accessible by third parties that is not attributable to Bulletproof, (d) any claims, including claims for property damage, personal injury, or death to the extent that such claims arise directly or indirectly out of, or as a consequence of, the engineering design of non-Bulletproof products, and (e) any claims, including claims for property damage, personal injury, or death, to the extent that such claims are based upon any wrongful or negligent act or omission by Affiliate (or its employees or agents).
Confidentiality. All confidential or proprietary information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one Party to the other during this Agreement which is marked "Confidential" or by its nature is shown to be 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. Affiliate acknowledge that Bulletproof may collect and use the personal information of customers, guests, and Affiliates through its website and by virtue of links to or with the websites of Affiliate.
Miscellaneous.

Affiliate agrees that Affiliate and Bulletproof are independent contractors to each other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Bulletproof. Affiliate will have no authority to make or accept any offers or representations on Bulletproof’s behalf. Affiliate will not make any statement, whether on Affiliate’s website or otherwise, that reasonably would contradict anything in this Agreement.
Neither Party may assign its rights or obligations under this Agreement to any third party, except to a third party who obtains all or substantially all of the business or assets of a third party.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof.
Affiliate may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
This Agreement represents the entire agreement between Bulletproof and Affiliate and shall supersede all prior agreements and communications of the parties, oral or written.
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.
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.

THIS AGREEMENT COMPRISES A BINDING LEGAL AGREEMENT BETWEEN AFFILIATE AND BULLETPROOF.
BY CLICKING ACCEPT AND SUBMITTING THIS AGREEMENT TO BULLETPROOF, AFFILIATE UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.