A1GRAAPLER AFFILATE PROGRAM

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Terms of Use and Privacy Statement



NON-EXCLUSIVE AFFILIATE AGREEMENT

 


Last Modified: June 2023

 

 



THIS NON-EXCLUSIVE AFFILIATE AGREEMENT
(“Agreement”) by and between A1HOGAN, LLC, a Maryland
limited liability company
d/b/a/ A1GRAPPLER.COM (the “Company”), and the individual or entity (“Affiliate”) which acknowledges acceptance by clicking “I Accept” as stated
below. (Company and Affiliate each, a
“Party” and, collectively, the “Parties”).

 


 THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I
ACCEPT” BUTTON BELOW OR BY ACCESSING THE AFFILIATE PORTAL (the "Effective Date"). BY CLICKING ON THE "I
ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE AFFILIATE PORTAL YOU (A) ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT
THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND,
IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL
AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE
THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT
ACCESS OR USE THE CLOUD SERVICES.

 


The Parties agree
as follows:

 



1.  Purpose of Agreement
. The Company is in the
business of manufacturing, developing, marketing, distributing and selling various
dietary supplements, food, and other items.
Under the terms of this Agreement, Affiliate will serve as a non-exclusive, independent contractor
sales representative for the Company in the territories listed on Schedule A
(the “Territory”) for the particular products
described in Exhibit A (the “Product” or “Products”) and, as applicable, as a non-exclusive, independent contractor Master Affiliate, as defined in Section 6 below. Affiliate shall devote such time and
attention as Affiliate feels is necessary to perform the marketing services contemplated hereunder during the Term of this Agreement. Company reserves the right
to contract with other sales representatives in the Territory and to sell the
Products itself in the Territory.

 



2.  Additional Products
. The Company may amend Exhibit A upon notice to Affiliate at any time to include
additional products, and such additional products will thereafter be considered “Products” within the meaning,
and subject to the terms,
of this Agreement. Additional products may be added by the Company through e-mail correspondence or posts to the
affiliates- only Facebook Group.

 



3.  Term; Termination
. The term of this Agreement
(the “Term”) shall be from the date of its execution and shall continue
on a month to month
basis, subject to termination by either
Party on twenty-four (24) hours’ prior written notice, which termination shall
be immediately effective upon the expiration of the twenty-four (24) hour period.
The Company and Affiliate shall each have the right to immediately terminate this
Agreement at any time if the other Party breaches any of the material terms or
provisions of this Agreement and fails to cure such breach within ten (10)
calendar days of receipt of written notice from the non-breaching Party. This
Agreement shall automatically terminate upon the death or disability of
Affiliate. Except in the event of
termination for breach, upon termination of this Agreement, the Company shall
be responsible for paying Affiliate Commissions (defined below) earned on
amounts collected from Affiliate’s accounts within the Territory from Purchase
Orders (defined below) accepted through the date of termination.

 



4.  Purchase Orders.
If a customer
desires to place an order for the Product(s) (each, a
Purchase Order”), Affiliate shall assist the customer in filling out the Company’s
standard order form and then Affiliate
shall enter the Purchase Order
into the Company’s
online ordering system. Each customer is required to have
their own unique account which includes the customer’s full name, email
address, physical address, and any other information about the customer that is
required to submit a Purchase
Order. Alternatively, customers
may place orders directly by using the link provided by Affiliate, which orders must also be
placed using a unique account for the customer that includes the customer’s
full name, email address, physical address, and any other information about the
customer that is required to submit a Purchase Order. Affiliate shall notify
each customer that the Company may elect to accept or reject a Purchase Order
in its sole and absolute discretion. All accepted Purchase
Orders will be fulfilled directly
by the Company to the customer.

 

Commissions Payable.

 

Subject to Section 11,
the Company shall pay to Affiliate a commission (the “Commission”) for Product
sales made to accounts within the Territory (based on accepted Purchase Orders)
from which Affiliate has secured Purchase
Orders during the Term in accordance
with the commission chart(s) set forth within the Affiliate’s account.
Commission payouts are based solely on the price of Products sold and not
reflective of any shipping and/or taxes. As a condition to receiving commission payments, each Affiliate
that is a U.S. resident
must submit an IRS W-9 form to Company with
Affiliate’s Social Security Number or Business’s tax identification number in
accordance with any further instructions provided by Company. Additionally, each Affiliate must execute this Agreement and submit a verified PayPal account for commission payouts (Section 5(e)).

 

Any
Affiliate in Canada that is registered under Part IX of the Excise Tax Act (“Registered
Canadian Affiliate
”) and is required to charge the Goods & Services
Tax, Harmonized Sales Tax or Provincial Sales Tax (“Canadian Tax”) on the Commission, must advise
the Company of this requirement. Prior to the Company paying Canadian Tax to a
Registered Canadian Affiliate, said Affiliate must provide the Company, in
writing to info@a1grappler.com with the correct amount of Canadian Tax to be
levied and all the information that the Company requires
to claim an Input Tax Credit (“ITC”) for any Canadian
Tax paid to the Registered Canadian Affiliate.

 

No Commissions shall be payable
for Purchase Orders
which the Company has accepted, but which it then elects for any reason
at its sole and absolute
discretion to cancel or  rescind, whether or not it has a legal right
to cancel such Purchase Order.
Notwithstanding anything to the contrary herein,
all Commissions paid with respect
to Purchase Orders that subsequently are cancelled, refunded, charged back or for which the Products
are returned shall be automatically deducted
from the next Commission payment(s) until fully recouped
by the Company. In addition, if a Purchase Order is cancelled, refunded, charged back or if Products are returned following the expiration or termination of this
Agreement for any reason, Company shall notify Affiliate in writing of any
Commissions to be refunded to Company. Affiliate shall refund any such
Commissions to Company within ten (10) calendar
days of such notice. If Affiliate fails
to return such Commissions within such ten (10) calendar
day period, then Company shall have the right to take legal action against Affiliate
and in addition to any amounts owed hereunder, Affiliate will reimburse the
Company for all costs of collection, attorneys’ fees and expenses in connection
therewith. In addition, the Company
shall have the option to require Affiliate to keep a payment method on file with the Company.
If the Company requests that Affiliate keep a payment
method on file, then the Company may charge Affiliate’s payment method
on file with Company if Affiliate fails to refund any such Commissions.

 

Special
commission rates may be applied from time to time at the sole discretion of the
Company to consummate specific sales transactions or promotions.

 

Each month
will be broken
into four (4) payment cycles
as follows: (i) Cycle
1: 1st-8th day of the month; (ii) Cycle 2: 9th-16th day of the month; (iii)
Cycle 3: 17th-24th day of the month;
and (iv) Cycle
4: 25th-last day of the month.
Commissions shall be paid by Company
to Affiliate no later than four (4) calendar days following the end of the applicable payment cycle in which the Company receives payment for Purchase
Orders submitted by Affiliate or through Affiliate’s sales link for customers within the Territory. Commissions payable hereunder
shall be based solely upon
actual amounts collected from (not billed to) the accounts. All Commission
payments shall be made through PayPal to the PayPal address designated by
Affiliate. It is Affiliate’s responsibility to provide an accurate PayPal
address. The Company will not be
liable for any Commissions which are not received or are delayed as a result of the Affiliate’s failure to provide accurate PayPal information.
Affiliate agrees to notify the Company immediately in writing with any changes
to Affiliate’s account
information. Changes to Affiliate’s PayPal
account or other information may require reverification and as such incur the withholding
of Commission payments. All Commission payouts
will expire after thirty (30) calendar days if Affiliate’s PayPal information remains unverified.

 

The Commissions which the Company
will pay to Affiliate hereunder shall be the exclusive compensation paid by the Company to
Affiliate for the services provided by Affiliate hereunder.

 

Company may, from time to time, offer bonuses
to Affiliate or an employee of Affiliate who achieves certain
sales milestones in a given time period. Company
retains the sole and absolute
discretion to determine the: (i) sales milestones required
to be satisfied; (ii) time period; (iii) bonus type and amount,
and (iv) the Affiliate or employees of Affiliate who qualify for any bonus.  Affiliate represents
and warrants that Affiliate is not
a current employee of an existing affiliate of the Company (“Existing Affiliate”). If Affiliate is an
employee of an Existing Affiliate, then such Existing Affiliate shall be
considered a referral partner of the Company and all Commissions otherwise
payable to Affiliate shall be paid to the Existing Affiliate. Affiliate
acknowledges and agrees that the Company shall have no liability whatsoever to
Affiliate if Affiliate is a current employee of an Existing Affiliate, and
Affiliate forfeits any Commissions if it is an employee of an Existing
Affiliate. Further, if Affiliate falsifies information resulting in Commissions belonging to an Existing
Affiliate being paid to Affiliate, then all such Commission received by
Affiliate shall be promptly returned to the Company.

 

 

5.  Master
Affiliate Program
. Franchise owners have the opportunity to participate in Company’s Master
Affiliate Program through
the Affiliate’s online
portal. If this option is elected,
such Affiliate (“Master Affiliate”) will be paid a commission (“Referral
Commission”) for sales made by each new Affiliate
that Master Affiliate refers to Company
and which Company
approves as an Affiliate (each, a “Referral Affiliate”). Company shall
have the sole and absolute right to determine whether any referral will be
approved as a Referral Affiliate. Referral Commissions shall equal five percent
(5%) of the price of Products sold by each Referral Affiliate referred by
Master Affiliate and approved by Company, excluding
any shipping and/or
taxes payable on such
sales. Master Affiliates will be provided
two dashboards within
their respective portal,
one for its own Product sales, and one for Referral Affiliates. Master
Affiliate shall be responsible for providing
any potential Referral Affiliate
with the referral link provided by Company, which will be used to track
potential Referral Affiliates that
Master Affiliate refers
to Company for purposes
of determining Master Affiliate’s Referral Commissions. Master Affiliate shall not use any paid advertising in
connection with Master Affiliate’s referral link. Master Affiliate is solely
and exclusively responsible for directing any potential Referral Affiliate to
the website in order to apply to become a Referral Affiliate. Master Affiliate
shall only be entitled to, and shall only receive, Referral Commissions for sales made by
Referral Affiliates that Master
Affiliate directly refers to
Company and which are approved by Company, and not sales made by any additional
Affiliates that Master Affiliate’s Referral Affiliates may refer to Company.
Master Affiliate Referral Commissions shall
be paid in accordance with the schedule
set forth in Section 5(e)
above. Master Affiliate may, but is not obligated
to, use a separate PayPal
account and/or W-9 for Referral Commissions. Master Affiliate
commissions shall not be eligible for sales contests unless specifically
provided for by Company in Company’s sole and absolute discretion, and Master
Affiliate’s Referral Commissions shall be kept separate and apart from other Commissions earned from sales of Products in any sales tracking lists
available to Affiliates. Master Affiliate shall provide reasonable sales
support to all of Master Affiliate’s Referral Affiliates. All obligations
undertaken by, and all representations and warranties provided by Affiliates in
this Agreement apply equally to Master Affiliates. Special commission rates may
be applied from time to time at the sole discretion of the Company to
consummate specific sales transactions or promotions.

 



6. Marketing Materials
. The Company may provide Affiliate with Product samples, marketing, and promotion
materials that can be used to demonstrate and explain the Products, as the
Company deems appropriate (collectively, the “Marketing Materials”).
Upon termination or expiration of this Agreement, or at any time upon the
request of the Company, Affiliate shall immediately return to the Company the
Marketing Materials in Affiliate’s possession or control. Affiliate agrees
that if the Company notifies
Affiliate that the Company has changed its Marketing Materials, Affiliate shall promptly cease all use of the prior Marketing
Materials. Affiliate further agrees to indemnify the Company
from any and all claims and losses resulting from Affiliate’s failure to cease
using such prior Marketing Materials.

 



7. Obligations of Affiliate
. During the Term, Affiliate shall:

 

Use
its best efforts to promote and market the Products
to accounts within

the Territory;

 

Use
best efforts in informing and directing customers purchasing the Products on
using Company’s website for customer support located here;

 

Maintain
the highest professional and ethical standards in all interactions, including
all sales transactions with customers and Company;

 

Maintain professionally reasonable positive and consistent communications with the Company as needed
in a commercially reasonable manner;

 

Use best efforts to instruct or train other team members
in the fulfillment of their
duties as it relates to the terms of this Agreement and transactions that occur
hereunder;

 

Accurately describe
the business, Products, and affairs of the Company;

 

Enter
any Purchase Order for the Products promptly to the Company with the
understanding that such orders will not be considered binding until expressly
accepted by the Company;

 

Offer the Products to accounts within
the Territory at such prices as shall be
established from time to time by the Company within the Affiliate’s dashboard;

 

Inform the Company of any operational difficulties being experienced or

anticipated;

 

Offer
to the Company ideas of ways to improve and make effective the marketing
activities;

 

Not
use the Company’s name or any trade name used by the Company as part of
Affiliate’s firm, trade or corporate name without the express written consent
of the Company;

 

Not purchase
the Products from the Company
with the intent
to resell them;

and

 

If they are a Registered Canadian
Affiliate, promptly advise the Company, in writing, if they become
de-registered under Part IX of the
Excise Tax Act.








8. Final Approval Authority. All Purchase Orders
solicited by Affiliate (including the terms thereof) for the Products shall be
subject to final approval and acceptance by the Company, in its sole and
absolute discretion. Affiliate is not authorized to enter into any binding
contract or commitment as agent for the Company. Affiliate
shall not offer discounts, markdowns, return authorizations or
adjustments to accounts within the Territory without the prior consent of the
Company.

 



9. Expenses of Affiliate
. Affiliate shall be solely
responsible for the payment of all expenses incurred by it in discharging its
responsibilities and obligations under this Agreement including, but not
limited to, automobile and travel expenses, food, lodging, telephone expenses,
occupational and business licenses, insurance, mailing, copying, etc.

 



10. Independent Contractor
. Affiliate shall be considered an independent contractor for all purposes and shall not be deemed
to be an employee or agent of the Company for any reason. Affiliate shall have
the general ability and right to determine the manner in which the services
described herein shall be performed and shall not be required to adhere to any
specific working hours. Affiliate shall accept full and exclusive
liability and responsibility for the payment of any and all taxes,
contributions or other sums payable for unemployment compensation or insurance
and all age retirement benefits, as well as all other Federal, State and local
income and payroll taxes, as well as Canadian Tax, payable by reason of
Affiliate’s receipt of Commissions from the Company and for the preparation and
filing of all related tax returns.

 

Ownership and Confidentiality of Proprietary Information.

 

Affiliate
acknowledges and agrees that the Company has expended significant time and expense
to develop the Products and unique marketing program by which
the Products are to be sold. Affiliate acknowledges that in connection
with its duties under this Agreement, Affiliate shall have access to, receive
and be entrusted with what Affiliate and the Company acknowledge are trade
secrets and confidential information that are the exclusive property of the
Company. For purposes of this
Agreement, “Confidential Information
means all information of any kind, type or nature (written, stored on magnetic
or other media
or oral) which at any time during the term of this
Agreement is or has been compiled, prepared, devised, developed, designed,
discovered or otherwise learned of by Affiliate in connection with this
Agreement, including, without limitation, (i) all contract terms, price lists,
pricing information, sales presentations, marketing plans, trade secrets,
methods, techniques, processes, and confidential trade knowledge and computer programs
of the Company and/or its affiliates; (ii) any
work product of the Company and/or its affiliates; (iii) prospective and
current customers, licensors, licensees, service providers, vendors and
distributors of the Company and/or its affiliates; (iv) strategies, budgets,
business plans, financial statements, projects and other financial information of the Company
and/or its affiliates; (v) know-how, financial, customer, demographic
and other information concerning the methods of development and operation of
the Company and/or its affiliates; (vi) research, development, designs, code,
formulas, patterns, product formulations, compilations, devices, current and
proposed products, platforms or services, marketing, promotions, sales and other business
plans of the Company and/or its affiliates; and

(vii) information concerning the personal and/or
business affairs of the Company’s
executives, employees, officers, managers, members and directors. Notwithstanding the foregoing, any such
information which is now or becomes known to the public other
than by disclosure in violation of this Agreement or any similar
confidentiality agreement shall not be deemed to be Confidential Information if it was: (1) previously known or available
to Affiliate by or from a third party source who directly or indirectly did not
violate any confidentiality obligation to the Company; or (2) obtainable by a
reasonably diligent businessperson from trade publications or other readily
available and public sources of information.

 

Affiliate shall not, at any time from and after the date hereof
and continuing after
termination or expiration of this Agreement, directly or indirectly, disclose,
reveal or permit access to all or any portion of the Confidential Information,
or any tangible expressions or embodiments thereof (including any facilities,
apparatus or equipment which embody or employ all or any portion
of the Confidential Information), to any individual, corporation, limited liability company, partnership, trust or
other entity (collectively, “Person”) without the written consent of the
Company, except (i) to Affiliate’s legal counsel or accountants who have a
“need to know” such information for the purpose of evaluating and/or enforcing
Affiliate’s rights under this Agreement (provided that such legal counsel
agrees to abide by the confidentiality provisions of this Agreement); and (ii)
as required by law. In addition,
Affiliate shall not publish, authorize or
cause to be published or otherwise assist or cooperate in the preparation or
presentation of, any book, blog, post, Tweet, article,
interview, program or other production or publication of any kind, whether fiction or non-fiction
(including, without limitation, by television, radio, newspaper or interactive
media such as Facebook, Twitter or any other interactive social network or
personal blog) that includes
or makes use of any material or information that becomes available
to Affiliate, whether or not
related to this Agreement, concerning the Confidential Information and/or any
executives, employees, officers,
managers, members and directors of the Company
or its affiliates.

 

None
of the covenants, agreements or actions taken by Affiliate in furtherance of
its duties hereunder or otherwise shall in any way create, establish or provide
Affiliate or any other person or entity with any proprietary or other ownership rights with respect
to any Confidential Information, or any actual
or potential customer
accounts, or relationships with accounts established pursuant hereto.

 

Without
the prior written consent of the Company, Affiliate shall not, directly or
indirectly, use or exploit the Confidential Information at any time from and
after the date hereof and after termination of this Agreement for any purpose. Any gain or profit of any kind or nature
obtained or derived by Affiliate from the use or exploitation of the
Confidential Information shall be held
in trust by Affiliate for the express
benefit of the Company
and shall be remitted thereby
to the Company, unless such use or exploitation did not violate the terms of
this Agreement.

 

Affiliate acknowledges and agrees that the uses of Confidential Information specifically prohibited hereunder include, without
limitation, the following: (i) using any Confidential Information to induce or
attempt to induce any Person who is either a customer, licensor, licensee,
distributor, service provider, client or talent relationship of the Company or
its affiliates or who was being actively solicited by the Company or its
affiliates at any time during the Term of this Agreement, to cease doing
business or not to commence
doing business in whole or in part with the Company or its affiliates; or (ii) using any Confidential Information to solicit
or assist in the solicitation of the business of any customer, licensor,
licensee, distributor, service provider, client or talent relationship for any
products or services competing with those products and services offered and
sold by the Company or its affiliates at any time during which Affiliate
provides service to the Company.

 

In
the event that Affiliate is legally requested or required to disclose any
Confidential Information by process of law, Affiliate shall promptly notify
the Company in writing
of such request or requirement prior to disclosure so that the Company may seek
an appropriate protective order and/or limit the scope of the disclosure.

 

All records,
files, drawings, documents, equipment and other
tangible items, wherever located,
relating in any way to the Confidential Information or otherwise
to the business of the Company
or its affiliates, which Affiliate prepares, uses, or encounters, shall
be and remain the Company’s sole and exclusive property and shall be included
in the Confidential Information.

 

Affiliate
acknowledges and agrees that monetary damages may be insufficient in the event of a breach of this Section 12, and the Company may seek injunctive relief to enforce this Agreement without proof of actual damages
or irreparable injury, the latter of which, Affiliate agrees is presumed in the
event of such breach.

 



11. Noncompetition; Interference
with Business; Disparaging Statements
. During
the Term and for a period of two (2) years after the termination or expiration
of this Agreement for any reason, Affiliate agrees that Affiliate will not,
directly or indirectly, on Affiliate’s own behalf or as a partner, officer,
director, member, manager, stockholder, employee, agent or consultant of any
other person or entity, interfere with the Company’s business by inducing,
persuading or attempting to persuade any accounts within the Territory to
discontinue their business with the Company.

 



12. Remedies
. Affiliate acknowledges
that if Affiliate breaches any of the provisions of Sections 12 or 13
of this Agreement, the Company will suffer irreparable harm for which monetary damages
alone will not be a sufficient remedy,
and that the Company shall be entitled
to seek, through arbitration
as provided in Section 20(c) or in a court
of law or equity as provided in Section 20(b), injunctive
relief, specific performance or any other form of equitable relief to remedy a
breach or threatened breach of this Agreement by Affiliate and/or to enforce
the provisions of this Agreement, in addition to any and all other remedies
that the Company may have. The Company
shall be entitled
to recover from Affiliate any costs (including attorneys’ fees,
costs and expenses) incurred to enforce its rights or collect any amounts due
to it hereunder.

 



13. Right of Offset
. The Company shall have the
right to offset against any amounts due to Affiliate hereunder damages and
reasonable costs (including attorneys’ fees, costs, expenses, interest, fines and penalties) incurred by the Company upon a breach by Affiliate of any of Affiliate’s
obligations hereunder or as a result of any other amounts owed by Affiliate to
the Company (e.g., failure
to pay for Products ordered
by Affiliate for personal use). Any offset
made in accordance with the
provisions of this Section 15 shall be in
addition to any other remedies
the Company may have at law or in
equity and shall be made by written
notice from the Company to Affiliate stating the cause and the amount
of the offset and may, at the option of the Company,
be applied against any payment then or thereafter becoming due to
Affiliate from the Company.

 



14.  Indemnification
. Affiliate shall indemnify,
hold harmless, and defend the Company and each of its officers, directors,
members, managers, executives, employees, agents, affiliates, successors, and permitted assigns
against any and all losses,
damages, liabilities, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind,
including attorneys’ fees, the costs of enforcing any right to indemnification
under this Agreement, and the cost of pursuing any insurance providers,
resulting from the breach or non- fulfillment by Affiliate of any of its
obligations hereunder, including without limitation the obligations set forth
in Section 5(c) and Section 8(m) .

 



15.  Return of Property
. Upon the termination of
this Agreement or whenever requested by the Company, Affiliate shall return to the Company
all property of the Company
and its affiliates in Affiliate’s possession or under Affiliate’s direct
or indirect control, including, without limitation, all Confidential
Information, notebooks and other materials, documents, diaries, calendars and
data of or relating to the Company or any affiliate, whether printed, typed,
written or on any source of computer media.

 



16. Non-disparagement.
During the Term of this Agreement and at all times thereafter, Affiliate shall not make any
statement, written or verbal, to any party reasonably likely to be harmful or injurious to the goodwill, reputation or business
standing of the Company or any of its
members, managers, officers, directors, agents, employees or executives.

 



17. Affiliate’s License Grant
and Right of Publicity Release.
Affiliate
hereby grants to Company
a royalty free, irrevocable, worldwide
right and license
to use photographs, testimonials, reviews, videos, trademarks, service
marks, and such other materials

(collectively, the “Affiliate Materials”) as may be
requested by Company or provided or made available by Affiliate to Company including, but not limited
to, Affiliate Materials
featuring customers of the Products. Affiliate shall obtain from all customers
or other individuals appearing in the Affiliate Materials written agreements,
permission or releases on forms to be supplied by Company.          Affiliate shall provide copies of all such agreements, permissions, and releases (collectively, “Releases”) to Company promptly
upon Company’s request
for same. Affiliate
shall indemnify, defend and hold harmless Company from and against any
and all claims, causes of actions, losses, liabilities, damages, costs, fees, and expenses
(including without limitation reasonable attorneys’ fees, costs and expenses) as a result
of Affiliate’s failure
to obtain any such
Releases. Affiliate also acknowledges that Company may at times videotape,
photograph, and otherwise reproduce via analog or digital means (collectively, “Recording(s)”)
Affiliate’s image, likeness and/or
voice, and Affiliate agrees that Company has the right to transfer and assign
all rights associated with such recording, including without limitation the right of publicity. Affiliate agrees that Company and any assignee
may use any Recording or Affiliate Material
in any written material, art work, image, video or website
to advertise Company
and/or its Products
or its assignee’s business,
without advance notice, and without right to compensation or accreditation.

 


18.  Miscellaneous.  

Notices
. All notices and other communications given or made in connection with this Agreement shall be in
writing and shall be deemed to have been given or made when given or made if
such notice or communication is in writing and delivered personally, sent by
commercial carrier or registered or certified mail (postage prepaid) or
transmitted by electronic mail to the applicable Party at the addresses and
numbers (or at such other addresses as shall be furnished by the Parties by
like notice) as follows: (i) if to Affiliate, to the address and numbers
provided in Affiliate’s account information; and (ii) if to the Company: A1HOGAN,
LLC 1989 West Street, Annapolis, MD 21401, Phone: 1-443-569-7070 and Email:

 



Governing
Law; Venue
.
This Agreement shall be construed under and in accordance with the laws of the State of Maryland without
regards to any choice of law or conflicts of laws principles. If, for any reason, a
dispute is not subject to arbitration as provided in Section 20(c) below, then
any suit, action or proceeding arising out of or related to this Agreement
shall be exclusively brought in the federal or state courts located in Anne
Arundel County, State of Maryland, and the Parties hereby forever waive any
challenge to said courts’ exclusive personal jurisdiction and venue.

 



Arbitration;
Dispute Resolution
. Any claim or controversy between the Parties shall be resolved
through binding arbitration before a single arbitrator assigned by JAMS, Inc. (“JAMS”) with at least ten (10) years’
experience in commercial disputes. Any arbitration hereunder shall be conducted
under the rules/clauses of JAMS as modified herein and shall take place in Annapolis,
MD. All arbitration proceedings shall be confidential. Neither Party shall
disclose any information about the evidence produced by the other Party in the
arbitration proceedings except in the course of judicial, regulatory, or
arbitration proceedings, or as may be demanded
by any government authority. Before
making any disclosure permitted by the preceding
sentence, the disclosing Party shall give the other Party reasonable advance
written notice of the intended disclosure and an opportunity to prevent disclosure.
Only evidence that is directly relevant to the issues may be presented the
arbitration. The arbitrator shall
apply Maryland law and shall have authority to award any remedy or relief that
a court of competent jurisdiction could grant in conformity to applicable law
(including without limitation injunctive relief), except punitive damages.
The arbitrator shall have the exclusive and sole authority to resolve any dispute
relating to the interpretation, construction, validity, applicability, or
enforceability of this Agreement and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether any dispute
is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether
this arbitration agreement can be enforced
against a non-signatory to this Agreement and
whether a non-signatory to this Agreement can enforce this provision against either
Party. Any arbitration award shall be accompanied by a written
statement containing a summary
of the issues in controversy, a description of the award, and an explanation of
the reasons for the award. The prevailing Party shall receive reimbursement of
reasonable outside attorneys’ fees, expenses and its costs. This arbitration
provision sets forth the terms and conditions of the Parties’ agreement to
final and binding confidential arbitration and is governed by and enforceable
under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

 



Limitation on Liability
. Notwithstanding anything in this Agreement
to the contrary, in no event
shall any of the Company’s
aggregate liability for all claims,
damages, lawsuits, losses and causes of action arising under or
relating to this Agreement (whether in contract, tort, warranty or otherwise)
exceed the sum of all monies paid or payable to Affiliate pursuant to this
Agreement during the three (3) month period preceding the date that the most
recent claim, damage, lawsuit, loss or cause of action arose.

 



Compliance Acknowledgement
.

 

Affiliate
agrees to comply with all laws and regulations of the jurisdiction in which
Affiliate promotes the Products. All promotional efforts and material must be
truthful, non-deceptive and non-misleading. Affiliate is expected to be aware
of and comply with any local regulations governing their promotional efforts,
regardless of their citizenship or location.

 

Affiliate
acknowledges that the promotion of health and beauty offers is subject to
certain restrictions including, but not limited to, prohibitions against
promoting any product as a treatment or “cure” for any disease
or health concern.
Affiliates should be aware
that promoting any non-medicinal supplement, either oral or topical, as a means
to diagnose, treat, or cure any disease is prohibited. Affiliate shall make no health claims
that cannot be substantiated by valid and reliable scientific evidence, and, to the extent
Affiliate makes a health
claim, Affiliate should cite the relevant scientific evidence substantiating and describing the health
benefits of the product or ingredient for which the health-related claim is
made. Affiliate shall make no weight-loss claims that infer that users can lose
more than two pounds (2 lbs.) per week without lifestyle or behavioral changes.
Affiliate shall not use misleading or deceptive “Before/After” pictures
that are not indicative of actual results
from usage of the particular product or ingredient being promoted, and should clearly and
conspicuously disclose the time elapsed between any Before/After images used. Affiliate must not use any images for
which they do not have commercial rights to use in their promotional efforts.

 

Affiliate
shall not use product testimonials without the written consent of the user, and shall
include appropriate and legally-compliant
disclaimers when users have been
compensated for providing a testimonial as well as clear and conspicuous
disclaimers conveying the message that results will vary. In no case should any
testimonial be used in promotion where the quoted statement makes health claims
that are prohibited or cannot be substantiated with valid and reliable
scientific evidence. Affiliate shall not use expert or professional
testimonials of non-licensed medical professionals. Affiliate is responsible
for determining the accuracy and source of any testimonial used in their
promotional activities.

 

Affiliate shall
avoid using trademarks of competing products for comparison purposes without
clear disclosures that the competing product is not associated with the
promotional activities of Affiliate or the product being promoted. Affiliate
shall avoid making any factual statements about competing products that could
be construed as inaccurate, misleading, or defamatory. Affiliate shall not use any “bait and switch” advertising to
promote the sale of a product different from that which is advertised or
promoted.

 

Affiliate
shall not participate in any paid, sponsored or promoted advertising in
connection with Affiliate’s services under this Agreement. Affiliate
shall insure that all pricing is correct and reflects the price for which customers may purchase the product promoted.
Affiliate shall not use incorrect or expired discount, coupon, or
rebate codes. Affiliate shall not
advertise artificial or inaccurate scarcity or limited availability of products
where no such limitation exists.

 

Affiliate
shall avoid promoting products or services to children under the age
of 18 within the United States, or under the age
of majority in any country that regulates the importation or sale of
health or beauty supplements to customers under the age of 18.

 

Affiliate represents and warrants that he/she/it shall comply with any and all state and
federal laws and regulations governing the collection of payment card
information and the processing of payment card transactions. Affiliate further
represents and warrants that he/she/it shall fully comply with all security and
other standards adopted by the Payment Card Industry Security Council (commonly
referred to as “PCI”).

 

Compliance
with the above practices is the sole responsibility of Affiliate. Failure to
abide by these practices is grounds for termination of this Agreement. If you should
have any questions or need clarification on any of these policies,
contact your Company representative prior to any promotional activities.
For further information and guidelines on the promotion of the Products, you
may visit    

Severability
. If any provision of this
Agreement (other than a provision relating to any payment obligation) is held
by the arbitrator or, if proper, a court of competent jurisdiction to be
contrary to law, then the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those
as to which it is invalid
or unenforceable shall not be affected thereby,
and each such provision of this Agreement
shall be valid and enforceable
to the extent granted by law.

 



Binding
Effect and Assignment
. This Agreement binds and benefits the Parties and their respective
permitted successors and assigns. Affiliate
may not assign it rights or
obligations under this Agreement to any third party without the prior written
consent of the Company. The Company
shall have the right to freely assign this Agreement.

 



Waivers
. The Parties may waive any provision of this Agreement only by a writing
signed by the Party subject
to such provision and intended
to be bound by the waiver. A Party
is not prevented from
enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in
exercising any right or remedy or in requiring satisfaction of any condition,
except to the extent that the Party specifically waives the same in writing. A
written waiver given for one matter
or occasion is effective only in that instance
and only for the purpose stated. A waiver once given is not to be construed as a waiver for any
other matter or occasion. Any enumeration of a Party’s
rights and remedies
in this Agreement is not intended
to be exclusive, and a Party’s
rights and remedies
are intended to be cumulative to the extent
permitted by law and include any rights
and, except as expressly provided
herein, remedies authorized in law or in
equity.

 



No Third-Party Beneficiaries
. This Agreement is for the sole benefit
of the Parties hereto, and
nothing herein expressed or implied shall give or be construed to give to any
person or entity, other than the Parties hereto, any legal or equitable rights
hereunder.

 

These Terms
are subject to change by Provider without
prior written notice at any time, in our sole
discretion. Any changes to these Terms will be in effect as of the "Last
Modified Date" referenced on the Company website. You should review these
Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Modified
Date" will constitute your acceptance of and agreement to such changes.

 


 Exhibit A Products

 A1Grappler
Fuel

 A1Grappler
Power (Chocolate & Vanilla)

 A1Grappler
Focus

 A1Grappler
Joint & Mobility

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