AFFILIATE PROGRAM AGREEMENT

PLEASE READ THESE ENTIRE TERMS CAREFULLY BEFORE YOU JOIN OUR AFFILIATE PROGRAM OR BEGIN MARKETING OUR AFFILIATE PROGRAM. These Terms are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by Affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with these Terms.  

BY SUBMITTING THE ONLINE APPLICATION TO JOIN THE AFFILIATE PROGRAM, OR CREATING AN ACCOUNT ON THE LEANS.AI WEBSITE or INTERACTING WITH THE AFFILIATE PROGRAM IN ANY MANNER, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

The Platform and Affiliate Program are offered and available to users who are twenty-one (21) years of age or older. By using the Platform or Affiliate Program, you represent and warrant that you are (i) legally competent and (ii) are  twenty-one (21) years of age or older allowing you to form a binding contract with the Company and meet the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Platform. Failure to comply with these requirements will result in the Company revoking access to the Platform.

1. PURPOSE

The purpose of these Terms is to establish the terms and conditions under which Affiliate will access and promote the Platform and the services and products found therein and in return, receive a Commission for referred clients.

2. DEFINITIONS

As used in these terms and conditions:

(i) ‘Affiliate Websites’ refers to any websites that you will link to our website.

(ii) ‘Commission’ refers to the payment made to the Affiliate from Company for each referral and/or sale as applicable. 

(iii) ‘Discount’ refers to a price reduction given to the referral at the time of purchase. 

(v) “leans.ai” or “Website” refers to the Leans AI website located at https://leans.ai.

3. AFFILIATE OBLIGATIONS ENROLLMENT

To begin the enrollment process, you will complete and submit an online application via the Website. After receiving your application, you will automatically be enrolled in our Affiliate Program. Because we automatically approve all applications, LeansAI reserves the right to terminate any Affiliate for any reason, without cause.  We reserve the right to withdraw or amend the Platform, and any service or material we provide on or through the Platform, in our sole discretion. We will make reasonable efforts to notify you of any amendments to the Affiliate Program.

4. WEBSITE RESTRICTIONS

Your participation in the Affiliate Program as well as accessing leans.ai  website(s) may not:Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.

1. Violate any law, rule, or regulation.
2. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
3. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
4. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate Commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons. 

Upon acceptance into the Affiliate Program, links will be made available to you through the Affiliate Program. You will be able to review the Affiliate Program’s details and previously-published Affiliate newsletters, download HTML code that provides for links to web pages within the Website and banner creatives, browse and get tracking codes for our coupons and deals.   Your acceptance in our Affiliate Program means you agree to and abide by the following:

1. You will only use linking code we provide you for each banner, text link, or other Affiliate link obtained from the Affiliate interface without manipulation.
2. We reserve the right, at any time, to review your placement and approve the use of your Affiliate links and require that you change the placement or use to comply with the guidelines provided to you.
3. All domains that use your Affiliate link must be listed in your Affiliate profile.
4. Your website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Affiliate website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
5. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
6. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past Commissions will be voided and/or your Commission level will be set to 0%. This does not include using “out” redirects from the same domain where the Affiliate link is placed.
7. The maintenance and the updating of your website will be your responsibility. We may, at our sole discretion, monitor your website as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance, although we are under no obligation to do so.
8. It is entirely your responsibility to follow all applicable intellectual property and other related laws that pertain to your website. You must have express permission to use any person’s intellectual property including but not limited to copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible, and you will be solely responsible, if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
9. You will not, in connection with the Platform, the Affiliate Program or otherwise, display or reference on your website, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; 
10. You will use any data, images, text, or other information obtained by you from us or our website in connection with these Terms only in a lawful manner and only in accordance with these Terms.

5. GRANT OF LICENSES

1. 1. The Company grants to you a non-exclusive, non-transferable, revocable right to  use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”), solely in conjunction with the Affiliate Program..
   2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of the Affiliate Program and the goodwill associated therewith will inure to the sole benefit of us.
   3. You agree not to use our proprietary materials, including the Licensed Materials, in any manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. 
   4. Except for the limited license granted under this section, you do not obtain any rights under these Terms in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Program, Platform, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.   
   5. You may not modify the Licensed Materials in any way. The Company shall retain all rights in the Licensed Materials including but not limited to graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
   6. You acknowledge the Company’s ownership of the Licensed Materials, and agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will inure to the benefit of, and on behalf of, the Affiliate Program and, if requested, agree to assist us in recording these Terms with appropriate government authorities. You agree that nothing within these Terms gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with these Terms. You also agree that you will not contest the Company’s title to the Licensed Materials or the validity of the Licensed Materials or these Terms.

6. TRADEMARKED TERMS

The Company currently has the following list of trademarked terms. This is not an exhaustive list and should be treating as a growing document (but as a list of some of the prohibited terms): 

• Leans AI, leans.ai, leansAI
• https://leans.ai, 
• Leans AI coupon, 
• Leans AI coupon code
• Leans AI discount
• Leans AI discount code
• Leans AI promo
• Leans AI promo code
• Leans AI review
• Leans AI reviews
• Leans AI sale
• Leans AI sales
• Leans AI deal
• Leans AI deals

7. DOMAIN NAMES

Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited. For example, www.website.com/leans_ai is okay to use, however any use of the Website web address in your website web address such leans_ai.website.com and www.leansai-coupons.com is not okay.

8. PPC GUIDELINES

To participate in the Affiliate Program, you agree and acknowledge that: 

1. You may not bid on any of our trademarked terms (which are identified above), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.
2. You may not use our trademarked terms, including any variations or misspellings, in sequence with any other keyword (including, but not limited to ‘Leans AI Coupons’, ‘Leans AI Discount Codes’, ‘Leans AI Promo’, ‘Leans AI’ etc).
3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
4. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
5. You may not bid in any manner appearing higher than the Company for any search term in position one through five (1 – 5) in any auction style pay-per-click advertising Program.
6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. The Company has a strict no tolerance policy on PPC trademark bidding. If we discover prohibited bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within twenty-four (24) hours. If the ads are not removed within twenty-four (24) hours, you will be removed from the Affiliate Program permanently and all Commissions associated with the violations will be reversed.

9. COUPON CODES GUIDELINES

1. You may ONLY advertise coupon codes that are provided to you through the Affiliate Program.
2. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the Affiliate Program.
3. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
4. You may NOT use any technology that covers up the coupon code and generates the Affiliate click by revealing the code(s).
5. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
6. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the Website have free shipping over one hundred dollars ($100), you may not turn this into an offer that infers that the customer must click from your website to get this deal.
7. Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower Commission than our standard rate to offset the reduced profitability of orders.

10. COUPON ATTRIBUTION & AUTHENTICATION

Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon Website, and/or who are tagged as a coupon affiliate in our system, may not be paid Commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given Commission on these orders.

11. SUB-AFFILIATE NETWORKS

Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Affiliate Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive our prior written approval prior to allowing any type of coupon sub-affiliate to promote the Affiliate Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of Commission from sales made through any sub-affiliate that do not comply with our terms.

12. ADVERTISING & PUBLICITY

You shall not create, publish, distribute, or print any written material that makes reference to our Affiliate Program without first submitting that material to the Company and receiving our prior written consent. If, after receiving our permission, you intend to promote our Affiliate Program via e-mail campaigns, you must adhere to the following Company rules:

1. 1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Affiliate Program.
   2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.
   3. E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.

13. SOCIAL MEDIA

1. You are allowed to promote offers to your own lists; more specifically, you are allowed to use your affiliate links on your own Facebook, Twitter, etc. pages (“Social Media”). For example, you may post, ‘25% off sale at Leans AI through Wednesday with code GET25’.
2. You are PROHIBITED from posting your affiliate links on Company Social Media accounts or Company pages in an attempt to turn those links into Affiliate sales.
3. You are PROHIBITED from running Facebook ads with our trademarked Company name or Licensed Materials.
4. You are PROHIBITED from creating a Social Media account that includes our trademark/s or Licensed Materials in the page name and/or username.

14. OPERATIONS OUTSIDE UNITED STATE

Our Platform and the Affiliate Program are only available to persons located in the United States. Any use of our Platform or the Affiliate Program outside the United States is strictly prohibited and grounds for immediate termination of your membership and access.

15. MODIFICATIONS TO PLATFORM, INCLUDING THE SERVICES AND SUBSCRIPTIONS

LeansAI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform, any parts or components of the Platform, content, including subscription content, services, or subscriptions or these Terms with or without notice.

16. FTC DISCLOSURE REQUIREMENTS

You shall include a disclosure statement within any and all pages, blog/posts, or Social Media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. The disclosure statement:

1. must be made as close as possible to the claims. 
2. should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
3. Pop-up disclosures are prohibited. For more information about FTC disclosure requirements, 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  

17. LEANS AI RIGHTS AND OBLIGATIONS

1. We have the right to monitor your website at any time to determine if you are complying with these Terms. We may notify you of any changes to your website that we feel should be made, or to make sure that your links to our Website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your website that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
2. We reserve the right to terminate these Terms and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program, should you abuse this Affiliate Program in any way or should you violate these Terms. If such fraud, abuse or violation is detected, the Company shall not be liable to you for any Commissions relating to or arising out of such fraudulent, abusive, or prohibited activities.
3. These Terms will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.

18. TERMINATION

1. Either you or we may end these Terms AT ANY TIME, with or without cause, by utilizing the respective functionality of the Affiliate Platform. In addition, these Terms will terminate immediately upon any breach of these Terms by you.
2. Upon the termination of these Terms for any reason, you will immediately cease use of, and remove from your website, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials, including Licensed Materials, provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. The license granted to you under Section 4 of these Terms shall automatically terminate upon termination of these Terms.
3. You are eligible to earn Commissions only on sales of qualifying products that occur during the term of these Terms, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure there are no chargebacks on the related revenue.

19. MODIFICATION

Company may modify any of the terms and conditions in these Terms at any time in its sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate these Terms and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following the posting of the change notice or new Terms on our Website will indicate your agreement to the changes.

20. COMPANY CUSTOMERS

Customers who buy products through the Affiliate Program are the Company’s customers. All of the Company’s standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

21. ORDER PROCESSING

1. Only items that were purchased by customers who use the Program Affiliate Link from your website to our Website are considered ‘direct sales’. Direct sales placed through the Program Affiliate Link on your website is reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
2. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay Commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your website to our Website. A statement of activity is available to you through your Affiliate interface. 

22. PAYMENT

You will be paid monthly once your account reaches the minimum of fifty dollars ($50) through PayPal to the email address on file. As with all online businesses, we encounter a certain amount of fraudulent disputes and chargebacks that must clear a 120 day waiting period for the credit card companies to resolve. For this reason, there will be a one-hundred and twenty (120) day waiting window from the time a sale is made until a Commission becomes eligible for payout. 

Additionally, because we offer a recurring subscription product, we will offer a Commission for sales made during the first six (6) months of a customer’s experience. After that period, no additional Commission will be earned or payable. 

You will create a password so that you may enter your secure affiliate account interface. From the Website you will be able to receive your reports that will describe our calculation of the commissions due to you.

23. TRANSACTION LOCK DATES; CHARGEBACKS

1. All sales will remain in a ‘sales pending period’ and will not lock until the terms set forth within the locking period parameters of our Affiliate Program can be verified. All locked payments will be processed by us after the lock date. Due to the chargebacks mentioned above, the lock period is 120 days. 
2. All advanced but unearned Commission shall be subject to charge-back or recoupment by the Company if the Company fails for any reason to receive payment in full on any revenue for sales of Company products or services attributable to an customer referred by Affiliate. Reasons for charge-back may include but are not limited to the customer’s failure to pay, credit memos, refunds or allowances by the Company, cancellation of a sales contract, retroactive reduction of the amount paid by the customer, initiation of legal action to collect money owed under a sales contract, credit card or other chargebacks, or other default. Amounts subject to chargeback will not be eligible for Commissions and we reserve the right to setoff and deduct any Commission subject to chargebacks against Commissions otherwise payable to you.

24. REVERSAL & COMMUNICATION POLICY

We take pride in our low reversal rate, which we attribute to open communication with our Affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these Terms. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of these Terms, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

1. You are not forthcoming, intentionally vague, and/or are found to be lying or dishonest.
2. You are not responsive within a reasonable time period after the Company attempts to contact you using the information listed in your network profile.
3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Affiliate Program for the period or orders in question or terminate you from the Affiliate Program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each Affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our Affiliate Program rules.

25. AFFILIATE TRACKING SOFTWARE

While we have made efforts to source third party affiliate software that is reliably built to track every conversion, we cannot guarantee the accuracy or reliability of this software, nor guarantee that every conversion will be tracked. If you have proof of an issue with conversion tracking, please contact us so we can resolve the issue. 

You are responsible for verifying successful conversions in your dashboard. If we are made aware of a documented tracking bug with the third-party affiliate software, we will make commercially reasonable efforts to provide a fair resolution to our partners, but we are not responsible for bugs in this software, nor responsible for inaccurate payouts caused by software bugs, hacking, or other means.

Additionally, we reserve the right to change, modify, fix, adjust, delete, or remove conversions when we suspect conversion tracking is not functioning properly due to a software bug, intentional abuse, hacking, or other means. This adjustment can happen at any time, even after the 120-day lock period. We will attempt to contact Affiliates if we have to make a correction, but are not liable or responsible for funds to be dispersed in the event of a correction of conversion tracking.

26. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

1. These Terms have been duly and validly executed and delivered by you and constitute your legal, valid, and binding obligations, enforceable against you in accordance with their Terms;
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of these Terms and to perform your obligations under these Terms, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us under these Terms.

27. DISCLAIMER; LIMITATIONS OF LIABILITY

LEANS AI DISCLAIMS AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PLATFORM, AFFILIATE PROGRAM, SERVICES, WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR PLATFORM, AFFILIATE PROGRAM OR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS, IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES. EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS , IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNT OF COMMISSION PAID TO YOU IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

28. INDEMNIFICATION 

You hereby agree to indemnify and hold harmless the Company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, manager, 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”) arising out of or relating to (i) any claim that our use of the Affiliate’s trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to your website, including, without limitation, content therein not attributable to us, or (iv) any claim relating to your breach of these Terms or breach of applicable law.

29. CONFIDENTIALITY

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the term of these Terms which is marked “Confidential” or which otherwise should reasonable be understood as confidential based on the circumstances of disclosure, 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.

30. MISCELLANEOUS

1. You agree that you are an independent contractor, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Company. You will have no authority to make or accept any offers or representations on the Company’s behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
2. Neither party may assign its rights or obligations under these Terms to any party, except that we may assign these Terms in conjunction with a sale of all or substantially all of our business or assets.
3. These Terms shall be governed by and interpreted in accordance with the laws of the United States and the State of Colorado without regard to the conflicts of laws and principles thereof. Both parties waive any objection to the venue of any such action or proceeding or any argument of forum non conveniens for any such actions and irrevocably consents to the jurisdiction of the applicable state or federal courts located in Colorado in any such action or proceeding.
4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
5. The headings and titles contained in these Terms are included for convenience only and shall not limit or otherwise affect the terms of these Terms.
6. If any provision of these Terms are 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 are effectuated, and the remainder of these Terms shall have full force and effect.
7. The Company’s failure to enforce your strict performance of any provision of these Terms will not constitute a waiver of the Company’s right to subsequently enforce such provision or any other provision of these Terms.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. YOU UNDERSTAND THAT THE COMPANY MAY AT ANY TIME ADMIT OTHERS INTO THE AFFILIATE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THESE TERMS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THESE TERMS.