TERMS & CONDITIONS
YOU MUST AGREE TO ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT PRIOR TO PARTICIPATING IN
DYENAMIC MOVEMENT PRODUCTS' AFFILIATE PROGRAM.
This Agreement contains all of the terms and conditions between
Dyenamic Movement Products and the individual or organization
(the "Affiliate") participating in the Plan. In this Agreement, "we" and "us" means Dyenamic Movement
Products and "you" means the Affiliate participating in
the Program.
1. Enrollment in the Affiliate Program/Content Restrictions
To begin the enrollment process, you will need to review the
terms of the Agreement and indicate your acceptance of these
terms by clicking "I Agree" at the bottom of the page. Once you
have agreed to the terms, you will be linked to our Affiliate
Application. After you submit a complete Affiliate Application
via our site, we will evaluate your application in good faith
and notify you of your acceptance or rejection in a timely manner.
We may reject your application if we determine (in our sole discretion)
that your site is unsuitable for the Program for any reason,
including, harmful, threatening, defamatory, obscene, sexually
explicit harassing, or racially, ethically, or otherwise objectionable,
such as sites that:
promote sexually explicit materials;
promote violence;
promote discrimination based on sex, religion, nationality, disability,
sexual orientation, or age;
promote illegal activities; or
infringe or otherwise violate any copyright, trademark, or other
intellectual property rights.
2. Promotion of our Affiliate Relationship
We will make available to you a variety of graphic and textual
links (each of these links referred to herein as "Links" or,
individually, as a "Link") which, subject to the terms and conditions
hereof, you may display on relevant areas of your site. The Links
will serve to identify your site as a member of our Program and
will establish a Link from your site to ours.
3. Our Responsibilities
We will be responsible for providing all information necessary
to allow you to make appropriate Links from Your Site to Our
Site. We will be solely responsible for processing every click
for Dyenamic Movement Products placed by a customer following
a Link from Your Site, for tracking the number and amount of
sales generated by the Link from Your Site, and for providing
information to you regarding sales statistics. Also, we will
be responsible for payment processing and related customer service
for the Dyenamic Movement Products.
4. Commission
Dyenamic Movement Products will pay a commision based on your
agreed plan for each sale generated through a link from your
site that has not purchased from us in the past.
5. Commission Payment
When the total commissions due to you exceed $100, we will send
you a check for the amount at the end of each quarter. If the
balance of your account is less than $100, we will roll over
the balance to the next quarter.
6. Affiliate Responsibilities
You will be solely responsible for the development, operation,
and maintenance of your site and for all materials that appear
on your site. Such responsibilities include, but are not limited
to, the technical operation of your site and all related equipment;
the accuracy and propriety of materials posted on your site ensuring
that materials posted on your site do not violate or infringe
upon the rights of any third party and are not libelous or otherwise
illegal.
We disclaim all liability for all such matters. Further, you
will indemnify and hold us harmless from all claims, damages,
and expenses including, but not limited to attorneys' fees, relating
to the development, operation, maintenance, and contents of your
site.
7. Term of the Agreement
The term of this Agreement will begin upon our acceptance of
your Affiliate Application and will end immediately when terminated
by either party. Either party may terminate this Agreement at
any time, with or without cause, by giving the other party written
notice of termination. If we terminate this Agreement or notify
you of a breach by you, you shall be required to remove all Links
within one (1) day of receipt of notice. The commissions earned
through the date of termination will remain payable.
8. Modification
We reserve the right to modify any terms and conditions contained
in this Agreement at any time. You will be notified by email
and a change notice will be posted on our site. Modifications
may include, but are not limited to, changes of the scope of
available commissions, payment procedures, and affiliate agreement.
If any modification is unacceptable to you, your only recourse
and sole remedy is to terminate this Agreement. Your continued
participation in the affiliate network following our posting
of a change notice or new agreement on our site will constitute
your binding acceptance of the change.
9. Relationship of Parties
The parties to this Agreement are independent contractors, and
nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment
relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your site or otherwise,
that reasonably would contradict anything in this Agreement.
10. Disclaimers
We make no express or implied warranties or representations with
respect to the Affiliates Program or any products sold through
the Affiliates Program (including, without limitation, warranties
of merchantability, noninfringement, or any implied warranties
arising out of performance, dealing, or trade usage). In addition,
we make no representation that the Web site will operate, or
that operation of our Web site will be uninterrupted or error
free, and we will not be liable for the consequences of any of
the foregoing.
11. Representations and Warranties
You hereby represent and warrant to us as follows:
You will use the Links only as authorized hereunder.
This Agreement has been duly and validly executed and delivered
by you and constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms.
You are an adult of at least 18 years of age.
12. Confidentiality
Each of the parties hereto agrees that all information including,
without limitation, the terms of this Agreement, business and
financial information, customer and vendor lists; and sales information,
concerning us, you, or any of our affiliates shall remain strictly
confidential and secret. Such information shall not be utilized,
directly or indirectly by such party for its own business purposes
or for any other purpose except and solely to the extent that
any such information is generally known or available to the public
through a source or sources other than such party hereto or its
affiliates. Notwithstanding the foregoing, each party is hereby
authorized to deliver a copy of any such information 1) to any
person pursuant to a subpoena issued by any court or administrative
agency, 2) to its accountants, attorney, or other agents on a
confidential basis, and 3) otherwise as required by applicable
law, rule, regulation, or legal process.
13. Limitation of Liability
We will not for any reason whatsoever be liable for any direct,
indirect, special, or consequential damages, or any loss of revenue,
profits, or data, arising in connection with this Agreement or
the Affiliates Program, even if we have been advised of the possibility
of such damages. Without limiting the generality of the foregoing,
our aggregate liability will not for any reason whatsoever exceed
the total commission fees paid or payable to you under this Agreement.
14 Termination
a. You may terminate this Agreement at any time by sending notice
to us via e-mail to k@dyenamicmovement.com.
b. We may, in our sole discretion, terminate this Agreement at
any time for any reason(s), whatsoever, or for no reason at all,
including, without limitation, your breach of this Agreement,
such as fraudulent click activity. c. If we, in our sole discretion,
determine that you have engaged in fraudulent click activity,
we may, in our sole discretion, forfeit your commission due to
the fraudulent click activity, and close your account.
15. Indemnification
You hereby agree to indemnify and hold harmless us and our subsidiaries
and affiliates, and their directors, officers, employees, agents,
shareholders, partners, members, and other owners, against any
and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses including reasonable
attorneys' fees (any or all of the foregoing hereinafter referred
to as "losses") insofar as such losses, or actions in respect
thereof, arise out of or are based on 1) any claim that our use
of the Affiliate Marks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other
proprietary right of any third party, 2) any failure or breach
of any representation, warranty, covenant, or agreement made
by you herein, 3) any misuse of our name or trademarks, or 4)
any claim related to your site, including, without limitation,
content therein not attributable to us.
16. Governing law
This Agreement will be governed by the laws of the United States
and the State of Washington, without reference to rules governing
choice of laws. Any action relating to this Agreement must be
brought in federal or state courts located in the Snohomish County
of Washington, and you irrevocably consent to the venue and jurisdiction
of such courts. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent, however,
we shall have the right to assign our rights hereunder to any
of our related or affiliated entities. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of, and
enforceable against the parties and their respective successors
and assigns. Our failure to enforce your strict performance of
any provision of this Agreement will not constitute a waiver
of our right or subsequently enforce such a provision or any
other provision of this Agreement.
If you have any additional questions or concerns please contact
us at k@dyenamicmovement.com
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