LifeSpa Affiliate Program Terms and Conditions

This Agreement (hereinafter the “Agreement”) is made by and agreed to between LifeSpa Products, LLC (“LifeSpa”), and you (“You”). LifeSpa facilitates “Performance Marketing Programs” through provision of services (“InfusionSoft by Keap”) via the internet. A “Performance Marketing Program” (“Program”) is when a person, entity, publisher or its agent operates one or more domains or portion of a domain within the internet with or without subscription email list(s) and social media platforms (“Website(s)”).) (“Publisher”) may earn financial compensation (“Payouts”) for actions by any person or entity that is not the Publisher or the Publisher’s agent (“Visitors”) as defined by LifeSpa (“Transactions”) made from such Publisher’s Website, subscription emails, or social media platform(s) through a click made by a Visitor through an internet connection (“Link”) to a Website or Website content operated by LifeSpa. LifeSpa compensates the Publisher in accordance with this Agreement and the Program Payout specifications.

1.1 Relationship

As a Publisher, You agree:

  1. Not to mislead others;
  2. Not to engage in spamming via UBE or UCE or scum ware
  3. Not to use coupon aggregator sites and unapproved (by LifeSpa) geo targeting ads
  4. That bestiality Websites are not allowed
  5. That child pornography Websites are not allowed, and will be reported immediately to the appropriate local and federal authorities
  6. Not to post Links within any content not in line with LifeSpa’s business and values
  7. To be responsible for receiving emails from LifeSpa relating to the affiliate program. LifeSpa will not be held accountable for any lost emails sent to the Publisher owing to spam traps or a full inbox.

LifeSpa may deem Your promotional activities inappropriate and a material breach of this Agreement based upon the foregoing, and/or on reasonable internet business standards as they may evolve. If You are in breach of Section 1.1, LifeSpa shall provide You with notice and the opportunity to cure (in accordance with Section 6.2 below), except that no opportunity to cure shall be provided if You are in breach of Section 1.1(b-e). Any suspected fraudulent, abusive, or otherwise illegal content or activity by You on Your Website, in Your subscription emails, or on Your social media platform(s), or that is perpetrated through use of the Program, is grounds for immediate termination of this Agreement or deactivation of your account kept by LifeSpa on Your behalf (“Your Account”), without prior notice by LifeSpa and may include referral to the appropriate law enforcement agencies (as LifeSpa deems appropriate).

LifeSpa may not review all content on Your Website, in Your subscription emails, or on Your social media Links. You shall remain solely responsible for Your Website and subscription email content. LifeSpa is, under no circumstances, responsible for the practices of any Publisher or such Publisher’s Website(s) and/or the content of Publishers’ subscription emails or social media platform(s).

2.1 Linking to LifeSpa

During the Term You may apply to LifeSpa Programs for the opportunity to earn Payouts through running one or more pay-per-sale promotions (“Campaigns”). Upon approval by LifeSpa for acceptance into its Program, You may post (and remove )Links from Your Website or subscription emails to LifeSpa’s Websites or Website content. If such Links are not dynamically updated through the Program, YOU ARE obligated to update Links to LifeSpa’s Website or Website content in order to earn Payouts. Tracking duration begins at the time of a valid Link click for 90 days renewing with each new valid Link click, as long as valid tracking methods are maintained. Tracking methods are provided by IP log tracking and browser-cookies of the Visitor. LifeSpa is not responsible for any clearance of browser cookies. All tracked Links will be verified by LifeSpa. LifeSpa will not be responsible for any broken Links on the Publishers Website, subscription emails, or social media platform(s).

2.2 Use of Links to LifeSpa

You may not place Links to LifeSpa’s Website or Website content in unsolicited email and other types of spam, such as geotargeting, coupon aggregation, or any other act deemed as spam by LifeSpa. You must place Links to LifeSpa’s Website or Website content such that it is unlikely that the Links will mislead the Visitor, and such that it is reasonably likely that the Links will deliver bona fide Transactions by the Visitor to LifeSpa from the Link. None of Your promotional activities may infringe on LifeSpa’s intellectual property rights (including but not limited to trademark rights), or intellectual property rights of a competitor of LifeSpa. You shall not cause any Transactions to be made that are not in good faith. The details of LifeSpa’s Program and any Campaigns shall be available through the Program. LifeSpa may prohibit You from receiving compensation for a Payout attributable to Transactions made directly by You or on Your behalf by Your agent by Linking to LifeSpa from Your Website or in Your subscription email. LifeSpa may permit You, on request, to serve LifeSpa’s ad content and/or modify LifeSpa’s Links (including but not limited to the images contained therein).

Should we invite you to engage with LifeSpa in the form of a “Lead” Campaign, LifeSpa is compensating a Publisher when a Visitor has completed an action that is defined by LifeSpa, such as completing a form or other mechanism to identify potential customers. LifeSpa shall publish on the Program Lead Campaign parameters, including details regarding any disqualifying Leads or Lead form content (such as multiple Lead submissions), and the components included within an individual sale Transaction that result in a Payout.

Notwithstanding the preceding, no details of LifeSpa’s Program may conflict with terms and conditions contained in this Agreement. LifeSpa shall not be obligated to enforce or honor any such conflicting terms and conditions. Breach of this Section 2.2 is cause for immediate termination from LifeSpa’s Program or Campaign and/or termination of this Agreement.

2.3 Termination from Advertiser’s Program/Campaign

After You have been approved by LifeSpa, LifeSpa may terminate You, and/or one of Your Websites, subscription email lists, or social media platform(s) from LifeSpa’s Program or a Campaign for any of the following material breaches (“Publisher Termination for Material Breach”):

  1. Operation of an illegal business through such Website and/or subscription email list
  2. Engaging in any illegal activity of any type, including but not limited to displaying illegal content on Your Website and/or in Your subscription emails, or offering any illegal good or service through Your Website and/or subscription emails
  3. Operation of a Website or email Link to Websites that contain or promote, any of the following content: illegal, cracking, hacking or warez, or Link to a Website(s) that does so
  4. Engaging in indiscriminate or unsolicited commercial advertising emails
  5. Causing or enabling any Transactions to be made that are not in good faith
  6. Breach of the licensing provisions of this Agreement
  7. Breach of any other intellectual property right provision of this Agreement or other of common law intellectual property rights of LifeSpa
  8. Any evidence of activity deemed fraudulent by LifeSpa, including but not limited to fraudulent sales and/or
  9. Inclusion of LifeSpa Links on any Website, platform, or email subscription list not supported by this Agreement, including coupon aggregator sites, affiliate aggregation, geotargeting, or any other sites deemed inappropriate by LifeSpa
  10. Diluting, blurring, or tarnishing the value of LifeSpa’s trademarks, tradenames, and/or service marks

LifeSpa may terminate You from LifeSpa’s Program or Campaign in LifeSpa’s sole discretion with or without written notice.

3.1 Applicable Codes and Code Maintenance

In order for LifeSpa to record the tracking of Visitors’ Transactions resulting from clicks on LifeSpa Links on Your Websites and/or subscription emails, all LifeSpa Links and all advertisements (“Ad Content”) must be in a Program-compatible format. LifeSpa shall determine actual Payouts that should be credited to Your Account. All Payouts will go through an approval process. LifeSpa may temporarily deactivate Your Account or terminate Your Account if You or Your agent is responsible for the improper functioning of Ad Content that You serve.

3.2 Infusionsoft by Keap Referral Partner Program

Subject to Section 3.1, LifeSpa shall provide You with access to tracking and reporting tools, and to basic support services and marketing materials. Tracking details regarding Visitor Transactions for all Advertisers may not be available on a real-time basis and there may be reporting delays regarding Transactions for some Advertisers. Email support service is available through “Contact Us” Link at the bottom of the members’ area. During the operating hours of 9am-5pm (M-TH) and 9am-3pm (F) MST, except national and LifeSpa recognized holidays. Your use of “Contact Us” emails will enable LifeSpa to respond more quickly to Your query. Support services will endeavor to reply to your response as soon as possible. LifeSpa can only provide support to Your Account on Infusionsoft by Keap and to the resources available to you on that platform. LifeSpa does not provide web development support to the Publisher and/or Publisher’s Website or social media platform or technical support for your email platform.

3.3 LifeSpa’s Payout Rate

LifeSpa shall establish through the Program a Payout rate for a qualifying Transaction for each of LifeSpa’s Campaigns (currently 15% for all Publishers). All tracked commissions will go through a validation process by LifeSpa before a commission will be approved for Payout. Your Account will be credited with each Payout in accordance with LifeSpa’s Campaign Payout rate for the relevant Campaign for each such Visitor action resulting directly from Links from each of Your or Your Sub-Publisher’s Websites or subscription emails to LifeSpa’s Website or Website content. If You have approved referral Sub-Publisher’s attributed to Your Account, Your Account will be credited in conjunction with all other credits with each Payout in accordance with LifeSpa’s Campaign Payout rate for Sub-Tier Payouts (currently 3% for all Publishers). LifeSpa maintains only 1 level of Sub-Tier Publishers and will not recognize credits to a Parent Publisher for a sale made by the Sub-Publisher of an existing Sub-Publisher; this prevents any multi-level marketing complications. LifeSpa may decrease any Payout rate upon 7 days written notice with effect from the 8th day from such notice. LifeSpa will send You a notice to the email account registered with your Program account regarding each change in Payout rate(s) or Campaign or Program discontinuation. If You have a custom Payout rate or other arrangements, it is LifeSpa’s responsibility for notifying You via email of a change in Payout rate or discontinuation of a Campaign or Program.

3.4 Payment

Payments are made quarterly on a trailing 150 days (to allow for customer returns to be processed) following the end of each calendar quarter for commissions earned in that quarter if Your Account exceeds LifeSpa’s “Minimum Balance Amount”, as set by LifeSpa from time to time (currently US $25 for all Publishers). Any questions (including disputes) regarding Payouts and/or payment should be directed to LifeSpa client services. Payments are made exclusively via PayPal.

3.5 Debits

LifeSpa may debit Your Account with an amount equal to a Payout previously credited to Your Account in circumstances of product returns; duplicate entry or other clear error; non-bona fide Transaction where there is no Publisher failure to comply with the this Agreement; non-receipt of payment from, or refund of payment to, the Visitor by LifeSpa; or Publisher failure to comply with the terms of an Offer or LifeSpa click-through agreement (“Debit”); any commission generated through the main LifeSpa IP address. Debits in accordance with the preceding sentence may be applied up to and including the 150th day after the end of the quarter in which the Payout was earned (“Debit Period”). LifeSpa may apply at any time Debits for all Transactions from Publisher’s Website(s) and/or subscription emails for Publisher’s failure to comply with this Agreement. LifeSpa may request that a Payout be postponed 1 payment cycle where LifeSpa is verifying a Lead (for Lead Campaigns) or LifeSpa has a product return policy or offer to the Visitor that allows the Visitor to return the product during the Debit Period.

4.1 Proprietary Rights and Licenses

For each LifeSpa Program You have been accepted to, LifeSpa grants to You a revocable, non-transferable, royalty free, international sublicense to display and Link to LifeSpa’s Website or Website content, and all trademarks, service marks, tradenames, and/or copyrighted material (“Content”), from each of Your Websites, subscription email, or social media platform(s) for the limited purposes of promoting LifeSpa’s Program and subject to the terms and conditions of this Agreement. Your sub-license is conditioned upon You (as the case may be):

  1. Not otherwise copying nor modifying, in any way, any icons, buttons, banners, graphics files or Content that is made available to You through the Network Service pursuant to such sublicense
  2. Not removing or altering any copyright or trademark notices
  3. Not removing or altering any author or resource Links in LifeSpa blogs, articles, or other posts

You grant to LifeSpa a revocable, non-transferable, royalty free, international license to display on and distribute from Infusionsoft by Keap Referral Partner Program Website Content that You provide to LifeSpa through the Program for the limited purposes of promoting You to customers, subject to the terms and conditions of this Agreement. LifeSpa may not distribute and/or sublicense Your Content unless authorized by Your written permission. LifeSpa shall not otherwise copy nor modify, in any way, any Content that You have made available through Infusionsoft by Keap Referral Partner Program pursuant to the foregoing license. LifeSpa may not remove or alter any copyright or trademark notices. You agree that Your use of any LifeSpa Website (such as LifeSpa.com) and Your use of any LifeSpa Content or Links is subject to the license and terms of use that are available from such Website (“Terms of Use”). Each party may make statements that it is doing business with the other party and use the other’s logo with such statements, subject to the other party’s name and logo usage guidelines.

4.2 No Challenge to Intellectual Property

LifeSpa acknowledges that it obtains no proprietary rights in Your Content, and agrees not to challenge Your proprietary rights to the Content, if at all, unless and until this Agreement is terminated. You acknowledge that You obtain no proprietary rights in LifeSpa’s Content, patents, and patent applications. This Agreement may be terminated upon notice if the other party begins proceedings to challenge the party’s intellectual property rights during the Term in violation of the foregoing provisions. You acknowledge that You obtain no proprietary rights in LifeSpa’s Content, and agree not to challenge LifeSpa’s proprietary rights to the Content until LifeSpa has terminated You from its Program or You have withdrawn from LifeSpa’s Program by removing all Links provided to You through Infusionsoft by Keap Referral Partner Program. The licensees/sub-licensees agree that all goodwill arising as a result of the licensor’s Intellectual Property shall inure to the benefit of the licensor, and that all non-licensed/non-sublicensed proprietary rights in the intellectual property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks, or domain names that are confusingly similar to, or in combination with, any of licensor’s tradenames, trademarks, service marks and/or domain names.

4.3 Terminating Licenses

LifeSpa may terminate any sublicense granted to You under this Agreement immediately upon written notice to You if LifeSpa has reasonable concerns that You are diluting, tarnishing, or blurring the value of LifeSpa’s trademarks, service marks, and/or tradenames, and/or breach of LifeSpa’s other intellectual property rights. LifeSpa may terminate this Agreement immediately with or without written notice if LifeSpa has reasonable concerns that You may be diluting, tarnishing, or blurring the value of LifeSpa’s trademarks, service marks, and/or tradenames, and/or breach of LifeSpa’s other intellectual property rights.

5.1 Privacy and Confidentiality

You or LifeSpa may provide the other with information that is confidential and proprietary to that party or a third party, as is clearly and obviously designated by the disclosing party (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. The information that You supply to establish and maintain Your Account shall be Your Confidential Information. You shall be responsible for all usage and activity on Your account and for loss, theft, or unauthorized disclosure of Your password (other than through LifeSpa’s or Infusionsoft by Keap grossly negligent or willful conduct or omission). You shall provide LifeSpa with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. LifeSpa’s privacy policy, which is accessible from the homepage of LifeSpa.com and may be amended from time to time by way of re-publication.

5.2 Collection and Use of Transaction Data

LifeSpa does not collect information about a Visitor’s Transactions, other than what it receives through the installed tracking code. LifeSpa reserves the right to be able to utilize this data, which may include information about Your performance statistics, to analyze trends, monitor efficiencies, maintain the integrity of the tracking code, and promote capabilities and efficiencies. LifeSpa may also disclose data regarding a Visitor’s Transactions to You, if You referred the Visitor to LifeSpa, for the performance of this Agreement and for Your use for rewards programs that the Visitor is a member of (on the condition that the Visitor has authorized release of such information to You). Notwithstanding the foregoing, You represent and warrant that You shall not enable the Tracking Code to collect personally identifiable information of Visitors such that the LifeSpa would be able, based upon the data that is passed back by Infusionsoft by Keap Referral Partner Program, to personally identify Visitors.

5.3 Collection and Confidentiality of Visitors’ Personal Data

LifeSpa promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to Your Web site that result directly from Links on Your Web sites and/or subscription email mailings without the Visitor’s express permission (which may be through the Visitor’s membership to Your subscription email or Web site program), to the extent LifeSpa collects any such information, including, but not limited to, the Visitor’s name, email address, phone number, or any other personal information.

6.1 Term and Notices

This Agreement shall commence upon Your indication that You have accepted this Agreement by ‘clicking through’ the Create My Account button on the Infusionsoft by Keap Referral Partner Program Web site, and, subject to Section 6.2, shall last until terminated in accordance with the terms of this Agreement. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to:

  1. for LifeSpa, via registered mail, return receipt requested or via an internationally recognized express mail carrier to LifeSpa c/o Affiliate Dept, 6662 Gunpark Dr E, Ste 102, Boulder, Colorado 80301 USA , and,
  2. for You, at the email address listed on Your Account, and shall be effective upon sending as long as LifeSpa does not receive an error message regarding the delivery.

Your Account may be closed and LifeSpa may terminate this Agreement with or without written notice if Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 90 day period.

6.2 Temporary Deactivation and Termination

This Agreement may be terminated by either party with or without notice. This Agreement may be terminated immediately upon notice for Your breach of Section 1, or by either party if the other party challenges the party’s intellectual property rights during the Term. Your Account may be deactivated in accordance with Sections 1, 2.2, 2.3, 3.5 or other material breach of this Agreement pending termination or cure of Your breach. If this Agreement is terminated for Your breach, You shall not be eligible to re-enter into any future affiliate-related LifeSpa Programs or Campaigns, and any attempt to do so shall be null and void. Upon termination of this Agreement, an outstanding credit balance shall be paid by LifeSpa to You within 90 days of the termination date, and an outstanding debit balance shall be null and void. Upon termination of this Agreement, any license or sublicense granted under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the intellectual property and the Confidential Information, and cause all Links to LifeSpa to be removed. Upon termination of this Agreement, or in case of deactivation of Your Account pursuant to the terms of this Agreement, You shall no longer accrue Payouts in Your Account for Visitors’ click-throughs to LifeSpa’s Website or Website content (including but not limited to subsequent sales and/or Leads).

6.3 Survival

The provisions of this Section and Sections 1, 3.4, 3.5, 5.1, 5.2, 6, 8.1(a), 9, 10, 11.3, 11.4, 11.6, and 11.7 shall survive the termination of this Agreement.

7.1 Changes to the Agreement

This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended, or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowledgement of assent. Notwithstanding the foregoing, LifeSpa shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by notifying You of such Change, by email, at least 14 days prior to the effective date of such Change; provided however that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in the event that You do not agree to such Change.

8.1 Remedies

No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

8.2 Third Party Disputes

Should any third party dispute a party’s right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party’s Website or through its subscription email, a party may, without prior notice, terminate this Agreement, or, in LifeSpa’s case, deactivate Your Account. A party’s representations regarding the preceding may or may not be relied upon in the other party’s decision whether to terminate this Agreement, or, in LifeSpa’s case, deactivate Your Account.

9.1 Business Operations

Each party will make reasonable commercial efforts to keep its Website operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.

9.2 Authority and Compliance with Laws

Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party’s knowledge the licenses, and in the case of LifeSpa, the technology that LifeSpa utilizes via Infusionsoft by Keap Referral Partner Program, do(es) not infringe a third party’s (or the other party’s) intellectual property rights.

9.3 Limitation of Liabilities

WITH THE EXCEPTION OF A PARTY’S INDEMNIFICATION OBLIGATIONS, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID AND PAYABLE TO YOU BY LIFESPA AND DURING THE TERM OF THIS AGREEMENT. WITH THE EXCEPTION OF A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

9.4 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEBSITE). ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

9.5 Benefit of the Bargain

THE PROVISIONS OF THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

10.1 LifeSpa’s Indemnification Obligations

LifeSpa shall defend, indemnify and hold Publisher harmless against all claims, suits, demands, damages, liabilities, losses, penalties interest, settlements and judgments costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties for LifeSpa’s breach of Section 9.2 (“Claims”). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then Publisher shall promptly notify LifeSpa, and Publisher shall be entitled, at its own expense, and upon reasonable notice to LifeSpa, to participate in, control the defense, compromise and to defend of such Claim. Participation nor control in the defense shall not waive or reduce any of LifeSpa’s obligations to indemnify or hold Publisher harmless.

10.2 Publisher’s Indemnification Obligations.

Publisher shall defend, indemnify and hold LifeSpa harmless against all claims, suits, demands, damages, liabilities, losses, penalties interest, settlements, and judgments costs and expenses (including attorney’s fees) incurred, claimed, or sustained by third parties, directly or indirectly as a result of:

(a) Publisher’s breach of or non-compliance with this Agreement

(b) Publisher’s violation of any law or alleged violation of law by LifeSpa that is a direct or indirect result of Publisher’s use of Infusionsoft by Keap Referral Partner Program (other than due to LifeSpa’s knowing and intentional violation)

(c) Publisher’s use of Infusionsoft by Keap Referral Partner Program,

(d) Publisher’s participation in any Program

(e) Any content, goods, or services offered, sold, or otherwise made available by Publisher to any person

(f) Publisher’s acts of omissions in using, displaying, or distributing any internet links obtained from Infusionsoft by Keap Referral Partner Program or elsewhere

(g) Any claim that LifeSpa is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any LifeSpa Program

(h) Any violation or alleged violation by Publisher of any rights of another, including breach of a person’s or entity’s intellectual property rights

(i) Publisher’s use of any content (“Claim(s)”). See Section 10.1

11.1 Headings and References

Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Websites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement.

11.2 Relationships of Parties/Third Party Rights

The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. Certain provisions of this Agreement are intended to benefit LifeSpa, and reciprocally, You are intended to benefit under this Agreement. You agree that Your rights under this Agreement do not exceed LifeSpa’s duties, as Your rights are limited by any defenses, claims and rights LifeSpa may have. You agree that Your consent is not necessary to modify this Agreement.

11.3 Dispute Resolution

The parties will attempt in good faith to resolve through negotiation any dispute, claim, or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Section 11.3 (“Dispute”). If the Dispute is not resolved through verbal and written communications, the matter will be submitted to JAMS, or its successor, for arbitration. Any Dispute submitted to arbitration shall be determined by arbitration in Denver, Colorado, USA before a sole arbitrator, in accordance with the laws of the State of Colorado for agreements made in and to be performed in that state. The language of the arbitration shall be English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator will have no authority to award punitive damages or any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. Judgment on the arbitration award (“Award”) may be entered in any court having jurisdiction. The arbitrator shall, in the Award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney’s fees of the party that primarily prevails, against the party that did not primarily prevail.

11.4 Choice of Law/Attorneys’ Fees

This Agreement is governed by the laws of the State of Colorado (USA), except for its conflict of law provisions. Each party may apply to the state courts in Denver, Colorado, and, to the extent that federal courts have exclusive jurisdiction, in Denver, Colorado, for injunctive relief until such time as the Award is rendered or the Dispute is otherwise resolved, and the parties agree that those courts and JAMS arbitration (in accordance with Section 11.3) shall be the exclusive fora for any such actions related to this Agreement. You consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorney’s fees and costs. LifeSpa controls and operates its Website from its offices in the U.S.A. and access or use where illegal is prohibited.

11.5 Force Majeure

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

11.6 Severability/Waiver

If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null, or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

11.7 Assignment and Acknowledgement

Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding, the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that acquires substantially all of the party’s stock, assets, or business; notice of assignment or transfer is required. Your use of Infusionsoft by Keap Referral Partner Program is irrefutable acknowledgement by You that You have read, understood, and agreed to each and every term and provision of this Agreement. LifeSpa may establish from time to time rules and regulations regarding use of Infusionsoft by Keap Referral Partner Program as published on Infusionsoft by Keap Referral Partner Program and incorporated herein.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

Contact Information: affiliate@lifespa.com 

LifeSpa

c/o Affiliate Dept

Boulder, CO 80301

Tel: 303-516-4848 Fax: 303-530-4409