|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
By entering into this Agreement with ADB Innovations LLC (“ADB”), you (“Affiliate”) agree to abide by these terms. The purpose of this Affiliate Program is to permit you to advertise ADB Products on your website and to earn advertising commissions for Qualifying Purchases.
You will earn a fifteen (15) percent commission of net product sales on Qualifying Purchases which are purchases made when all of the following requirements are made: (i) a customer clicks through a special link on your website to our website; (ii) during a single session that the customer adds a Product to his/her shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through; and (iii) the purchased Product is paid for by the customer. We reserve the right to offset or withhold commission payments due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement. ADB reserves the right to approve all orders. Commissions will automatically be sent out each month to the PayPal account you listed in your affiliate application. We will only re-issue payments for up to 60 days if you do not receive it due to incorrectly supplying your payment information.
RESPONSIBILITY FOR YOUR WEBSITE, SOCIAL MEDIA ACCOUNTS AND CONTENT
You will be solely responsible for your website, social media accounts and related content. ADB will have no liability for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to (a) any data, content or materials; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your website or social media accounts; (c) your use of any content; and (d) your violation of any term or condition of this Agreement.
The FasciaBlaster® line of products and other products, and all features, functionality, tools, and content therefore (the "Ashley Black Products") is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Ashley Black Products and all intellectual property rights therein are the exclusive property of one or more of our companies. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying Products.
COMPLIANCE WITH LAWS AND REGULATIONS
In connection with your participation in the Program, you agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you. As a Class 1 Medical Device, ADB Product is regulated by the FDA and FTC.
RELATIONSHIP OF PARTIES
As an Affiliate, you are an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and ADB. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will reasonably contradict anything in this section.
TERMINATION OR REVISION OF THE AFFILIATE PROGRAM
We reserve the right to terminate or revise the Program at any time, including by providing a change notice, a revised Agreement, or revised documentation of the Program.
Subject to and in accordance with the terms and conditions hereunder and your full compliance with your Affiliate Agreement with the ADB, we hereby grant to you a limited, non-exclusive, personal, non-assignable, non-royalty-bearing, non-sublicensable, revocable license to reproduce, distribute, and transmit certain intellectual property that we provide to you during the term of your affiliation with the ADB in the United States under the following use guidelines for the duration of your Affiliate Agreement with ADB. The term of this license grant shall be the term of your Affiliate Agreement with ADB.
You are restricted from partial or derived use of any intellectual property. That means any modifying or abridging any intellectual property provided to you by ADB is not approved or acceptable. For example, adding or subtracting words from the trademarks are not permitted; cutting or editing our videos is also not permitted. Please use the exact marks and copyrighted works, unless we expressly state otherwise, and refrain from modifications to maintain the integrity of the Brand and support the value you receive when using it. You may not use our intellectual property in any manner, including to promote your business or services, except as expressly provided by us. You also may not use the intellectual property in advertising, including without limitation in print, video, radio, or web advertising without express written consent. You also may not purchase as a search term or use keywords or metadata using our IP.
LIMITATION OF LIABILITY
YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE DOCUMENTATION, OUR WEBSITE, OR THE SERVICE OFFERINGS (AS DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or service offerings or that constitutes your breach of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding.
THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TRADEMARKED TERMS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THIS AGREEMENT, PROGRAM CONTENT, OPERATIONAL DOCUMENTATION, OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR MODIFICATION OF THE PROGRAM, THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL
You and ADB mutually agree to resolve any disputes, exclusively through final and binding arbitration before a single arbitrator instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The place of arbitration shall be Houston, Texas.
You and ADB mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the arbitration rules any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
Other than the arbitration agreement provided herein, this Agreement shall be construed and governed by the laws of the State of Texas, without regard to principles of conflicts of laws. Venue for any actions arising from the agreement shall be Harris County, Texas.
Products purchased through the affiliate program are to be for personal use and are not eligible for resale. Affiliate re-selling any of our products or knowingly participating in the sale of products to others for the purpose of will be terminated from the program and any commissions paid on such products shall be recouped by ADB.