Affiliate Terms

Affiliate Referral Program

As part of the Program, Affiliate shall have the opportunity to promote VIGEO’s products and services (“Products”), including the VIGEO “Strong Mommas's Coaching Program”, in accordance with the terms of this Agreement. For such activities, Affiliate will receive commissions from VIGEO (“Commissions”). Affiliate shall only be entitled to participate in the Program and receive Commissions as long as Affiliate’s account is in good standing. Further, Affiliate’s participation in the Program is subject to the Strong Mommas's Coaching terms and conditions, which are incorporated herein by reference.VIGEO shall provide Affiliate with one or more links that Affiliate may use to promote VIGEO’s Products (“Links”). In addition, VIGEO may make available to Affiliate graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Products (“Creatives”) that Affiliate may display on websites owned or controlled by Affiliate, in emails sent by Affiliate, and in Affiliate’s online advertisements. VIGEO may, in its sole and absolute discretion, terminate or modify any Products, and deactivate, change, or remove any Link or the Creatives for any or no reason. Affiliate shall discontinue use and dissemination of the Links immediately upon VIGEO’s request. Affiliate shall only use the approved marketing channel for distributing the Creatives and Links and promoting the Products.

Term; Termination

The term of this Agreement will begin when Affiliate submits the Affiliate application. Affiliate may terminate this Agreement upon thirty (30) days prior written notice. VIGEO may terminate this agreement immediately, for any or no reason, at VIGEO’s sole discretion. Upon termination, Affiliate shall cease all use of the Links and Creatives, return all of VIGEO Intellectual Property and Confidential Information, as defined herein, and cease promoting the Products.

Obligations of the Parties

• Affiliate and shall provide truthful, accurate, and complete information requested by VIGEO when applying to the Program. By applying to become an Affiliate in the Program, Affiliate represents and warrants that all information Affiliate provides to VIGEO is truthful, accurate, and complete, and that Affiliate shall update information so that it remains truthful, accurate, and complete.
• Affiliate shall promote and market the Products using only the Creatives supplied or approved by VIGEO. If Affiliate creates any promotional material (including but not limited to emails, landers, ads, or social media posts), such materials must be consistent with VIGEO’s branding and shall not be false, misleading, or unsubstantiated.
• Affiliate shall direct potential purchasers of Products to the dedicated Links provided by VIGEO.
• Affiliate shall fulfill its obligations under this Agreement in compliance with all applicable laws, rules, and regulations, including, without limitation, the CAN-SPAM Act of 2003 and all state anti-spam laws including California Business & Professions Code Section 17529.5, California Civil Code Section 1798.83, the Federal Trade Commission Act and all judgments and orders (including consent decrees) promulgated thereunder, the California Online Privacy Protection Act, California Consumer Privacy Act, the Children’s Online Privacy Protection Act, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials, and any other applicable federal, state, and local laws, rules, and regulations.
• All advertising claims made about the Products, or on any advertising material where the Products are promoted or Links are placed, shall be truthful, nonmisleading, and must not be considered deceptive. Affiliate must possess appropriate substantiation for each such claim and statement. Upon request, Affiliate shall supply all substantiation underlying such advertising statements to VIGEO.
• Affiliate shall notify VIGEO of any complaint received by Affiliate regarding any Product or advertisement used in connection with this Agreement within twenty-four (24) hours or receiving such complaint.
• Affiliate shall not use deceit or fraud and shall not engage in or promote any illegal activities of any kind when performing its obligations under this Agreement.
• Affiliate represents and warrants that Affiliate owns or has the legal right to use and distribute all content, copyrighted material, intellectual property, products, and services displayed on all materials that Affiliate uses that VIGEO does not provide to Affiliate.
• Affiliate shall not offer incentives, including, but not limited to, rewards, points, cash, contest entries, or prizes to potential customers in return for their response to an advertisement.
• Affiliate shall comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with this Agreement, including, but not limited to, email providers, social networking services, and ad networks, including, without limitation, any terms of service, privacy policy, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, guidelines, or principles and policies, provided that these comply with applicable laws, rules, and regulations.
• Affiliate shall not appropriate a third party’s name, image, photograph, or likeness in a manner that directly or indirectly implies that such third party endorses the Products.
• Affiliate shall not use fictional testimonials; not spawn malicious, false, or deceptive pop-ups or exit pop-ups; not cloak the IP address; not use surveys of any kind; not generate proxy server traffic; not contain material that defames, misrepresents, abuses, or threatens physical harm to others; not use offer walls of any kind unless authorized by VIGEO; not use malware; not serve advertisements, or drive traffic to advertisements using any adware, spyware, plug-ins, pop-ups, pop-under technologies, or similar downloadable applications.
• Affiliate shall not conduct any advertising via facsimile or telephone; and Affiliate represents and warrants that it shall not transmit any advertising to wireless devices or portable electronic devices by telephone or text messaging in any form (including, without limitation, SMS, Smart Messaging, and MMS).
• Affiliate shall not broker any of the offers to third parties, including, but not limited to, any third-party affiliates, publishers, or affiliate networks, unless Affiliate receives VIGEO’s prior express written permission.

Disclosure of Material Connection

Affiliate agrees to clearly and conspicuously disclose its connection with VIGEO, including that it receives compensation for promoting VIGEO’s Products and referring customers. If Affiliate promotes the Products or posts any Links or the Creatives on social media, Affiliate shall comply with each social media platform’s terms and rules concerning sponsored content. Without limiting the foregoing, Affiliate shall comply with all laws, rules, and regulations concerning endorsements and testimonials, including, but not limited to, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials and all guidance published by the Federal Trade Commission concerning endorsements and testimonials.

Income and Earnings Claims

Affiliate is expressly prohibited from making income claims regarding the results that users of the Products can expect to achieve, including any claims that use of the Products, such as the Strong Mommas's Coaching Program, will guarantee that the user will make money. If Affiliate makes any claims related to income that Affiliate has made from using the Products, Affiliate’s statements must be truthful, accurate, and supported by evidence that Affiliate actually earned the income claimed. Further, any statements that Affiliate makes regarding the results of using the Products must be accompanied by a clear and conspicuous disclosure that the results from using the Products will vary based on a variety of factors including education, effort, and market factors, and that there is no guarantee that Product users will make any money. Affiliate shall not make any express or implied claims that VIGEO is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

Compensation

Affiliate shall provide a valid Form W-9 to VIGEO, and no Commission shall be paid to Affiliates who do not submit a valid W-9. VIGEO will pay Affiliate a 20% commission on the net revenues (revenue receive by VIGEO, less returns, chargebacks, and Commission processing fees) derived from unique sales of the Products or Services. If the product or service is a recurring membership, then the Affiliate will receive recurring commissions on the net revenues. Commissions shall be tracked through Affiliate’s dedicated unique Links, and Affiliate is required to use the Links provided by VIGEO to enable proper tracking. Commissions shall not be paid if Affiliate fails to use the correct Link. In the event that a prospective customer was referred by multiple Affiliates, only the most recently-acquired Affiliate will determine which Affiliate shall receive Commission for the purchase. In the event of a dispute over the Affiliate entitled to Commission for a specific purchase, Commission shall be paid to the Affiliate whose associated Link was the last referring link used by the customer. Unless otherwise explicitly stated, Affiliate shall not receive Commissions for any purchases of live physical events, or external promotions. Affiliate shall not be entitled to receive Commissions by purchasing from its own affiliate Link, and if Affiliate has received a Commission from its own Link, such Commission shall be reversed. Commissions shall be paid via PayPal. Affiliate shall be responsible for all processing fees charged by PayPal, or postage fees which will be deducted from the Commissions paid to Affiliate. VIGEO may offer a money-back guarantee or other refund policies, by which it permits customers to receive a full refund after a certain period. Commissions will be paid within thirty (30) days of the longer of: completion of the applicable return period, or the completion of any payment plans (where applicable). VIGEO reserves the sole and exclusive right to determine the amount of Commissions due to Affiliate, and to withhold or reverse Commissions previously issued to Affiliate for subsequent chargebacks. Further, in the event that VIGEO determines, in its sole discretion, that Affiliate breached this Agreement or violated any law, rule, or regulation, Affiliate shall relinquish all Commissions otherwise due to it. VIGEO has the right to terminate Affiliate’s account and withhold or reverse Commissions if VIGEO determines that Affiliate has or is violating any of VIGEO’s policies, or that Affiliate has breached this Agreement, including any of Affiliate’s representations or obligations hereunder. Failure to comply with this Agreement may result in Commission withholdings, legal action, and any other rights or remedies available to VIGEO, pursuant to this Agreement or otherwise.

Intellectual Property; Confidentiality

VIGEO grants Affiliate a non-exclusive, non-sublicensable, revocable license entitling the Affiliate to use the Links and the Creatives solely for the purposes set out in this Agreement. Affiliate expressly understands and agrees that the Creatives, Links, VIGEO trademarks, service marks, services, graphics, user interface, audio clips, video clips, editorial content, templates and the scripts and software used to implement the VIGEO Products (“VIGEO Intellectual Property”), constitutes VIGEO’s proprietary information, is owned by VIGEO and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Affiliate agrees that it will not use the VIGEO Intellectual Property in any way whatsoever except as permitted by this Agreement. No portion of the VIGEO Intellectual Property may be reproduced in any form or by any means, without expressed written permission from VIGEO, and Affiliate agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the VIGEO Intellectual Property in any manner. Affiliate is not permitted to, and shall not, use the VIGEO Intellectual Property in any form that creates the impression of being associated with or approved by VIGEO without the express, advanced, written consent of VIGEO. Any authorization granted by VIGEO may be revoked at any time.

As part of this Agreement, Affiliate may be granted access to VIGEO’s confidential information (“Confidential Information”), which shall include, but not be limited to: the identity of other affiliates, information about buyers, information about physical security and data security, technical data, marketplace statistics and sales data, customer data, know-how, information about business processes, methods and marketing strategies, VIGEO’s business and financial information, data reports, research, product plans, email mailing lists, marketing plans, software developments, inventions, processes, designs, drawings, hardware configuration information, marketing or financial data. Such Confidential Information shall also constitute VIGEO’s trade secrets. Affiliate shall not disclose to any third party, or permit any other person or entity access to, the Confidential Information except as required by an employee, agent, officer, director, partner, or representative of Affiliate to perform its obligations under this Agreement. Affiliate shall use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties, and Affiliate shall immediately notify VIGEO in the event that Affiliate learns of suspected or actual disclosure of the Confidential Information to unauthorized third parties. If Confidential Information is required to be disclosed by operation of law via a third party or court request, such as a subpoena requesting Affiliate to disclose such information, Affiliate shall immediately inform VIGEO in writing sufficiently in advance of disclosure to allow VIGEO to challenge disclosure, prior to the time commanded to produce or disclose such Confidential Information. Affiliate agrees to cooperate in whatever way VIGEO requests to attempt to protect Confidential Information from disclosure by operation of law. Affiliate agrees that its obligations in this section are necessary and reasonable in order to protect VIGEO and its business, and Affiliate agrees that the remedy of damages would be inadequate to compensate VIGEO for any breach by Affiliate of its obligations set out under this section. Accordingly, in addition to any other remedies that might be available, VIGEO shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Affiliate, without limiting any other rights and remedies to which VIGEO may be entitled.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

THE PROGRAM, PRODUCTS, LINKS, AND CREATIVES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, VIGEO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VIGEO DOES NOT WARRANT THAT THE PRODUCTS, LINKS, CREATIVES, OR THE PROGRAM WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS, ARE ACCURATE, COMPLETE, OR CURRENT, OR THAT THEIR OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, VIGEO DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS, AND VIGEO EXPRESSLY DISCLAIMS ANY BENEFIT THAT AFFILIATE MIGHT OBTAIN FROM THE PROGRAM AND THE PRODUCTS. IN NO EVENT SHALL VIGEO BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PRODUCTS, PROGRAM, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE, OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL VIGEO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT VIGEO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. VIGEO’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY VIGEO DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM. AFFILIATE EXPRESSLY ACKNOWLEDGES AND AGREES THAT VIGEO SHALL NOT BE RESPONSIBLE FOR ANY ADVERTISING CLAIMS MADE ABOUT THE PRODUCTS, OR ANY DAMAGES ARISING OUT OF USE OF THE PRODUCTS. VIGEO DOES NOT PROMISE, GUARANTEE OR WARRANT AFFILIATE’S BUSINESS SUCCESS, INCOME, OR SALES. AFFILIATE FURTHER UNDERSTANDS AND AGREES THAT THE PRODUCTS AND THE PROGRAM ARE NOT A BUSINESS OPPORTUNITY, A FRANCHISE OPPORTUNITY, A “BUSINESS-IN-A-BOX,” OR AN ASSISTED MARKETING PLAN. AFFILIATE IS RESPONSIBLE FOR PROCURING AND PAYING FOR ANY AND ALL MATERIALS AND RESOURCES NECESSARY TO OPERATE AS AN AFFILIATE.

Indemnification

Affiliate agrees to protect, defend, indemnify, and hold harmless VIGEO, its officers, directors, employees, owners, and parent companies and assigns from and against all claims, demands, causes of action, liabilities, damages, judgments, awards, suits, claims, fines, penalties, and expenses (including reasonable attorneys’ fees and expenses) of every kind and character, without limitation, arising out of Affiliate’s conduct, acts, or omissions related to Affiliate’s application or performance of this Agreement, including, but not limited to, any breach of this Agreement (including Affiliate’s performance or failure to perform under this Agreement), breach of any representation, warranty or covenant hereunder, or the sale, marketing, advertisement, or promotion of VIGEO’s Products. Affiliate’s indemnity obligation includes, but is not limited to, any third-party claim against VIGEO for liability or payments for damages caused by, or other liability relating to, Affiliate. For the avoidance of doubt, this provision expressly survives the termination of this Agreement.

Non-Disparagement

Except as prohibited by law, Affiliate agrees not to negatively comment, disparage, or defame the Program, VIGEO, its Products, business operations, policies, practices, or its directors, officers, members, shareholders, agents, employees, or affiliates.

Dispute Resolution

All disputes and claims relating in any way to this Agreement, the Program, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party (“Disputes”) will be settled by individual arbitration by the American Arbitration Association in Clackamas County, Oregon in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. This Agreement shall be governed exclusively by the laws of the State of Oregon, excluding its conflict of law provisions. Except as may be required by law as determined by the arbitrator, no party or arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. This agreement to arbitrate will survive any termination or expiration of this Agreement. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state and federal courts of Oregon: (i) any dispute, controversy, or claim relating to or contesting the validity of VIGEO’s intellectual property rights or proprietary rights, including, without limitation, patents, trademarks, service marks, copyrights, or trade secrets; (ii) an action by VIGEO for temporary or preliminary injunctive relief, whether prohibitive or mandatory, or other provisional relief; or (iii) interactions with governmental and regulatory authorities.

Affiliate may only resolve disputes with VIGEO on an individual basis, and Affiliate expressly agrees to refrain from bringing or joining any claims in any representative or class-wide capacity, including, but not limited to, bringing or joining any claims in any class action or any class-wide arbitration. No arbitration under this Agreement may be joined to an arbitration involving any other party subject to this Agreement, whether through a class action, private attorney general proceeding, class arbitration proceeding, or otherwise. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

Independent Contractor

This Agreement does not create a fiduciary relationship between the parties. VIGEO and Affiliate shall be and remain independent contractors. Nothing in this Agreement shall render either party a general or special agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other party for any purpose, nor shall anything in this Agreement cause the employees of either party to be employees of the other. Affiliate shall not represent itself to be an agent or representative of VIGEO, and Affiliate shall have no right to act on behalf of or bind VIGEO in any way, nor share in the profits or losses of VIGEO. The only compensation available to Affiliate is set forth in this Agreement. Affiliate shall be solely and exclusively responsible and liable for all of Affiliate’s acts or omissions.

Miscellaneous

This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and communications (both written and oral) between Affiliate and VIGEO relating generally to the subject matter hereof. This Agreement may be modified, only in a writing signed by the party against whom enforcement of such modification is sought.All notices pursuant to this Agreement to Affiliate shall be sent to the address or email address submitted by Affiliate to VIGEO, or if to VIGEO, to: VIGEO, 2050 Beavercreek Road, Ste 101-303, Oregon City, OR 97045. Email: support@vigeofit.com. Affiliate shall immediately inform VIGEO of any changes in address, business name, or other contact information.