These terms will govern your relationship with Nutri-Align and your participation in the Nutri-Align affiliate program (the “Program”).
By accepting these terms (as further defined herein), you expressly agree to be bound by, and strictly adhere to, all of the terms and conditions of this brand affiliate agreement between yourself (on behalf of yourself or the business that you represent) and Nutri-Align Limited (“Nutri-Align”).
If you do not agree or do not understand any of the terms and conditions contained herein, please do not accept the terms. If at any time you no longer wish to be bound by these terms, you must immediately provide written notice to Nutri-Align.
As used in these Terms, “Affiliate”, “you” or “your” shall mean the individual who wishes to be an Affiliate for Nutri-Align, and his/her employees, agents, business affiliates, and permitted successors and assigns. Affiliate and Nutri-Align may be referred to hereinafter individually as a “Party” or collectively as the “Parties”.
By accepting these Terms and participating in the Program, Affiliate agrees as follows:
If approved by Nutri-Align, you will become an Affiliate for the Nutri-Align brand and for the products offered and sold by Nutri-Align (“Products”). Your performance as Nutri-Align Affiliate is subject to these Affiliate terms and conditions, and any separate agreement Nutri-Align may require you to execute as well as any Nutri-Align policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Terms”).
To become a Nutri-Align Affiliate, you must meet the following eligibility criteria:
- You have read, understand, and agree to be bound by the Terms;
- You are eighteen (18) years of age or older;
- You have read all Product warning labels and guidelines;
- You have no medical condition that prevents you from taking any of the Products;
- You maintain and actively use your own website or an account on at least one form of social media, including Facebook, Instagram, Twitter, Pinterest, Snapchat, Pinterest and YouTube, which have been approved by Nutri-Align (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts”;
- You are in good standing with the Federal Trade Commission (the “FTC”); and
- You are in compliance with all FTC guidelines, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and the terms and conditions of these Terms.
Nutri-Align reserves the unconditional right to accept or deny any Affiliate who applies to be to a Nutri-Align Affiliate.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AFFILIATE
Affiliate represents and warrants that:
- Affiliate has the power and authority to enter into these Terms;
- Affiliate is not a party to any agreement or subject to any law that restricts Affiliate’s performance of Affiliate’s obligations hereunder;
- Affiliate possesses all legal authorizations, permits and licenses necessary for the conduct of Affiliate’s obligations hereunder;
- Affiliate has the right to assign the Content (as defined herein) to Nutri-Align, as further set forth herein and, the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person; and
- Affiliate covenants and agrees as further provided herein, to market, promote and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances.
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Affiliate shall use its best efforts to market and promote the Nutri-Align brand and any Nutri-Align Products, subject to the terms and conditions contained herein.
Affiliate shall perform the following Services:
- Create and post photo and video content promoting Nutri-Align brand, Nutri-Align Products and/or services and/or any related campaign as Nutri-Align may request from time to time (“Content”). For avoidance of any doubt, Content shall include any and all content, photos, videos, pictures, writings, or any other work product that Affiliate creates as part of the Services or otherwise related to the work Affiliate does for Nutri-Align.
- Share and promote your unique promo link or promo code (the “Promo Code”) to encourage your followers to purchase Nutri-Align Products.
- Communicate, network and/ or collaborate with other social media influencers and Affiliates, Nutri-Align’s social media followers and customers, and any other individuals requested by Nutri-Align, to promote the Nutri-Align Products.
- Promptly respond to communications from Nutri-Align representatives in text, email, phone or any other form.
- Participate in educational and training programs presented.
- If invited by Nutri-Align, attend events.
Affiliate agrees that Nutri-Align may post, re-post, embed, upload, and otherwise re-use any of your Content at any time, without compensation other than what is provided in the Terms. You acknowledge and agree that you are responsible for:
- Any and all activity undertaken in connection with your participation in the Program;
- Ensuring at all times, compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms or applications, including by making disclosures in accordance with the FTC’s Guides as further provided herein, in rendering the Services and each applicable campaign;
- Conducting yourself at all times with the highest degree of professionalism, providing the Services with commercially reasonable skill and care in a competent and professional manner, behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with Nutri-Align, its staff, customers, followers and representatives;
- Presenting and demonstrating Nutri-Align Products in a positive, truthful and sincere manner and not engaging in any activity or action that may damage or be harmful to the reputation, goodwill or interest of Nutri-Align, any of Nutri-Align’s Products and/or services or, any of its associates, employees, directors, officers, agents, partners or affiliates and will not commit any act which brings Nutri-Align into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of Nutri-Align’s competitors or the general community to which Nutri-Align’s advertising materials are directed, or which might tend to harm Nutri-Align or any of Nutri-Align’s Products and/or services including, without limitation, disparaging Nutri-Align or any of Nutri-Align’s Products and/or services;
- Not using Nutri-Align’s name, or any trademarks, copyrighted materials, or other Nutri-Align Intellectual Property of Nutri-Align in any advertising, social media, or in literature other than material published by Nutri-Align, without first obtaining the express written permission of Nutri-Align; and
RESTRICTIONS / PROHIBITIONS
Affiliate agrees and understands that if any Content posted by or associated with Affiliate is deemed offensive, inappropriate or used incorrectly, that Affiliate will be deemed, at the sole discretion of Nutri-Align, ineligible to participate in the Program. Affiliate will then be disqualified from receiving any commission, recognition, communication or compensation from Nutri-Align. Affiliate will also be terminated in the event it takes any of the following actions, each a material breach of the Terms:
- Makes any representations or warranties on behalf of Nutri-Align, other than the ones contained in Nutri-Align’s marketing and promotional information (under no circumstances should Affiliate make any unsubstantiated claims, including but not limited to claims that the Nutri-Align Products are intended to diagnose, treat, cure or prevent any disease);
- Fails to comply with any of the Terms;
- Promotes Nutri-Align Products through unsolicited or spam emails or otherwise violates any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
- Engages in, promotes, links or contributes to, or creates a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to Nutri-Align in Nutri-Align’s sole discretion;
- Transmits messages or images inconsistent with the positive images and/ or good will with which Nutri-Align wishes to associate;
- Engages in, promotes, or contributes to any activity, software, or materials that may divert commissions from other participants in the Program;
- Engages in, promotes, or contributes to any illegal activity or violates Nutri-Align’s or any third party’s legal rights, and/ or intellectual property rights;
- Engages in “spam” advertising, sends unsolicited commercial email, posts commercial messages to any forum that prohibits such messages, or engages in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable in Nutri-Align’s sole discretion;
- Generates or sends any email messages using or containing Nutri-Align’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without Nutri-Align’s express express prior written permission;
- Uses Nutri-Align’s banners, brand name, logos, trademarks, likeness, images, and videos, on its own website(s), thus creating market and customer confusion;
- Creates or links to a website that copies, resembles, has the look and feel of or creates the impression that it is the Nutri-Align website or any other platform of Nutri-Align;
- Reads, intercepts, records, redirects, interprets or fills in the contents of any electronic form or other materials submitted to Nutri-Align by any person or entity;
- Uses any promotional coupon or code that is not provided to Affiliate by Nutri-Align for the Program, or runs any ad with any of Nutri-Align’s URLs offering Affiliate commissions;
- Sells or re-sells any of the Nutri-Align Products, or offers a cash incentive or discount on Nutri-Align Products as a means of promotion;
- Uses own credit card to purchase Products for a customer or another Affiliate, or places a product order using someone else’s credit card without the credit card owner’s written permission;
- Engages in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of Affiliate’s followers, “likes” or other indicators of Affiliate’s audience or reach on any applicable Approved Media;
- Modifies price information regarding Nutri-Align’s Products or offers on Affiliate’s own website;
- Creates, links to or hosts any type of shopping cart between Nutri-Align’s website and Affiliate’s own website; or
- Takes any action (or fail to take an action), that is deemed to be unsuitable to Nutri-Align, in its sole discretion.
Nutri-Align reserves the right to preview Affiliate’s Content from time to time upon request and reserves the right to request changes to and/or removal of Content in its sole discretion. Nutri-Alignhas the right to monitor Affiliate’s Accounts at all times to ensure compliance with the Terms.
Nutri-Align may notify you of any changes to your Content or Accounts that Nutri-Align feels should be made. Without limitation to Nutri-Align’s rights as stated herein, Nutri-Align may terminate your participation in the Program if you do not make any changes to Your Account that Nutri-Align feels are necessary or appropriate.
Nutri-Align reserves the right to terminate your participation in the Program immediately and without notice to you should Nutri-Align suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, Nutri-Align shall not be liable to you for any commissions for such fraudulent sales.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, Affiliate must include a disclaimer with all Content Affiliate shares publicly stating your “material connection” to Nutri-Align and the fact that you have been compensated or otherwise incentivized to post the Content (e.g. the fact that your post is “sponsored by Nutri-Align” (such as #sponsored) or an “advertisement” (such as #ad) or that Affiliate is an Affiliate of Nutri-Align (such as #Nutri-Align_Affiliate)).
Such disclosure must be made in close proximity to any statements that Affiliate makes about Nutri-Align or Nutri-Align’s Products and must comply with any instructions or directions provided byNutri-Align and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC Guides. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. Further, under no circumstances shall Affiliate obscure, delete, modify or in any way alter the required FTC approved language. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.
Note that while Nutri-Align may provide required disclosures and recommended promotional verbiage, Nutri-Align shall not be responsible for any failure by Affiliate to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by Affiliate to obtain all third party clearances and permissions with respect to Content Affiliate posts.
IF AFFILIATE FAILS TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT IS NOT CAPABLE OF CURE AND SHALL RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO AFFILIATE.
In consideration of the Services provided by Affiliate and the rights granted to Nutri-Align with respect to the Content, as further provided herein, Affiliate will be compensated as follows:
- 10% net commission on all sales by third parties generated using your Promo Code, subject to change by the Company at any time.
Affiliate will earn the commission every time a customer reorders Nutri-Align Products. After the initial order is placed for a new customer, that customer will be linked to you for future commissions each time they purchase.
Commissions will be paid out weekly based on the previous week’s sales, as long as your commissions earned are at least ten dollars ($10) (your commission will be paid out as soon as it reaches $10). Commissions will not be paid based on any sales or amounts that are attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of Nutri-Align’s trademarks, copyrights, logos or other intellectual property or returned Product. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to Affiliate and any subsequent payment. Commissions are counted and final numbers are deemed final at the sole discretion and decision of Nutri-Align. Nutri-Align also reserves the right to change the frequency and dates of the commission payout.
Affiliate should clearly advise followers/customers to use the Affiliate’s Promo Code to purchase Nutri-Align Products in order for Affiliate to receive commission. While Nutri-Align makes every reasonable effort to accurately track and pay commissions for all Affiliate sales, Nutri-Align is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other Affiliates, or other uncontrollable events that may disrupt or interfere with Nutri-Align’s ability to track sales or pay commissions. Nutri-Align has the right to pay commissions to any other person, in its discretion.
Affiliate is solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with Affiliate’s commissions paid hereunder. Nutri-Align reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
AFFILIATE WILL BE ABLE TO TRACK COMMISSIONS AND PAYOUT VIA THE NUTRI-ALIGN LTD DASHBOARD.
INTELLECTUAL PROPERTY RIGHTS
Affiliate’s Content and Attributes. For the Services which Affiliate is providing under these Terms, and without limiting Nutri-Align’s ownership of the Nutri-Align Intellectual Property (as defined below) as provided herein, Affiliate hereby grants Nutri-Align the irrevocable, sublicenseable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Nutri-Align’s owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Content, including any statements, comments, posts and/or feedback that Affiliate provides may be paraphrased, amplified, shortened and/or put into conversational form.
Affiliate acknowledges that participation in the Services means Nutri-Align has the irrevocable right to use Affiliate’s Content and include Affiliate’s name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and any other indicia or other Affiliate attributes in any manner that Nutri-Align determines supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications.
Affiliate’s Rights to Nutri-Align Intellectual Property and Nutri-Align Platforms. Nutri-Align hereby grants Affiliate, a non-exclusive, non-transferable, revocable, limited license to use and display Nutri-Align’s trade name(s), logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “Nutri-Align Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by Nutri-Align. Affiliate acknowledges Nutri-Align’s exclusive right, title and interest in and to the Nutri-Align Intellectual Property and the goodwill pertaining thereto, that any use of the Nutri-Align Intellectual Property by Affiliate does not create any ownership, license or other right or interest in or to the Nutri-Align Intellectual Property by Affiliate except as specifically set forth herein and that all use of the Nutri-Align Intellectual Property by Affiliate shall inure to the benefit of Nutri-Align. Affiliate agrees that it shall not, challenge, or assist in any challenge to, the validity or exclusivity of Nutri-Align’s ownership of the applicable Nutri-Align Intellectual Property.
Further, Nutri-Align and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“Nutri-Align Platforms”). Affiliate agrees not to:
- copy, rent, lease, sell, distribute, or create derivative works based on the Nutri-Align Platforms in whole or in part, by any means, except as expressly authorized in writing byNutri-Align;
- use any Nutri-Align Intellectual Property without prior written permission;
- use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the Nutri-Align Platforms or systems;
- use the Nutri-Align Platforms in any manner that damages, disables, overburdens, or impairs any of Nutri-Align’s websites or interferes with any other party’s use of theNutri-Align Platforms;
- attempt to gain unauthorized access (or exceed any authorized access) to the Nutri-Align Platforms;
- access the Nutri-Align Platforms other than through the Nutri-Align interface; or
- use the Nutri-Align Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE NUTRI-ALIGN LTD PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, NUTRI-ALIGN LTD DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE NUTRI-ALIGN LTD PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Third Party Licenses. Affiliate shall be solely responsible for obtaining, in a form acceptable to and approved in writing by Nutri-Align, any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third party content incorporated into the Content by Affiliate, as necessary for Nutri-Align to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to Nutri-Align all license and publicity rights necessary for Nutri-Align to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Affiliate will provide Nutri-Align with copies of such consents upon its written request.
TERM AND TERMINATION
The term of these Terms shall begin upon Nutri-Align’s acceptance of you as an Affiliate and will end when terminated by either Party in writing (the “Term”). The Terms may be terminated by Nutri-Align immediately at any time, with or without cause, upon Nutri-Align’s written notice to Affiliate; and by Affiliate upon thirty (30) days written notice by Affiliate to Nutri-Align. In the event of cancellation or termination by Affiliate for any reason or by Nutri-Align for a breach by Affiliate, in addition to the termination rights hereunder, Nutri-Align shall be entitled to recover all costs (including attorney’s fees) in the enforcement of Nutri-Align’s rights hereunder and, if Affiliate shall have been paid in advance, Nutri-Align shall be entitled to a refund of any fees advanced to Affiliate; or, as applicable, Affiliate shall waive all rights it has hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. Nutri-Align may terminate these Terms and all other agreements between Nutri-Align and other Affiliates if Nutri-Align elects to cease business operations, dissolve Nutri-Align or terminate its business. Upon the termination of these Terms, all limited licenses granted to Affiliate hereunder shall cease and you shall cease to hold yourself out as Affiliate of Nutri-Align.
The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.
Nutri-Align may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Nutri-Align’s Confidential Information includes, without limitation, all non-public or proprietary information and Nutri-Align Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the Nutri-Align Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that Nutri-Align is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all Nutri-Align Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use Nutri-Align’s Confidential Information for the benefit of anyone other than Nutri-Align. You agree not to use Nutri-Align’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or Nutri-Align’s Intellectual Property would cause substantial and irreparable harm and injury to Nutri-Align’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, Nutri-Align shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
During the Term, Affiliate agrees not to promote, market or sell nutritional products that are competitive with the Nutri-Align’s Products or services. Affiliate further agrees not to solicit any customers of Nutri-Align with whom Affiliate had a relationship with during the Term to purchase nutritional products competitive with the Nutri-Align’s Products.
In providing the Services to Nutri-Align, you acknowledge and agree that your relationship with Nutri-Align is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and Nutri-Align. You are solely responsible for all of you own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that Nutri-Align will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend Nutri-Align against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. Affiliate agrees to at all times defend, indemnify and hold harmless Nutri-Align (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/ or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend Nutri-Align as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Nutri-Align in connection with any such claim.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUTRI-ALIGN LTD OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO AFFILIATE OR ANY THIRD PARTY CLAIMING THROUGH AFFILIATE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AFFILIATE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL NUTRI-ALIGN LTD’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AFFILIATE PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Disclaimer. NUTRI-ALIGN LTD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING NUTRI-ALIGN LTD’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY NUTRI-ALIGN LTD OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY NUTRI-ALIGN LTD, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, NUTRI-ALIGN LTD MAKES NO REPRESENTATION THAT THE OPERATION OF ANY NUTRI-ALIGN LTD WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND NUTRI-ALIGN LTD IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances. The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party. Nutri-Align may modify these Terms at any time and its sole discretion. These modifications may include, but not limited to changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with Nutri-Align. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change. Affiliate may not subcontract or otherwise assign, transfer or delegate any of its rights, duties or obligations under these Terms. Nutri-Align may assign, transfer or delegate its rights, duties and obligations hereunder to any third party acquirer of the business of Nutri-Align, and following such an assignment, transfer and delegation, Nutri-Align shall have no further duties or obligations hereunder.
All claims, disputes, or causes of action under these Terms, must be brought in an individual capacity, and shall not be brought as a class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.
These terms and conditions are created under English law. If there is any dispute, the English Courts will have exclusive jurisdiction.