AGREEMENT BETWEEN You AND Pelotonics
BY CHECKING THE "I agree" CHECKBOX WHEN FINISHING YOUR PROFILE INFORMATION, YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE CHECKING THE "I agree" CHECKBOX. IF YOU DO NOT AGREE, DISCONTINUE THE SUBSCRIPTION PROCESS.
This Agreement describes the terms and conditions that apply to your participation in the Pelotonics Affiliate Program (the "Affiliate Program"). As used in this Agreement, "you" means the individual or organization signing up for the Affiliate Program. "Pelotonics" means Pelotonics, LLC, "Site" means a World Wide Web site and, depending on the context, refers either to Pelotonics's Site, or to your Site, that you will link to the Pelotonics Site.
Signup Process
In order to participate in the Affiliate Program, you must sign up for it and finish your contact information on the Pelotonics Affiliate website. You will automatically be accepted into the Affiliate Program, but we may accept or reject your admission to the Affiliate Program in the exercise of our sole discretion for any reason.
Establishment of Links
Once you have created your account in the Affiliate Program, you will have access to Pelotonics graphic and textual links through the Affiliate Program Site (each of these links sometimes being referred to herein as a "Licensed Mark" or "Link") which you will prominently display on your Web Site. The Link will serve to identify you as a participant in the Affiliate Program and will establish a hypertext link from your Site to the Pelotonics Site.
To permit accurate tracking, reporting and payment of commissions hereunder, you will have access to special "tagged" Link formats through the Affiliate Program website to be used in all Links between your Site and the Pelotonics Site. You must ensure that each of the Links between your Site and the Pelotonics Site properly use such special link formats ("Special Links"). You will only earn commissions with respect to activity on the Pelotonics Site occurring directly through use of Special Links.
You are responsible for the accuracy and appropriateness of all materials posted on your Web Site, and for ensuring that materials posted on your Web Site do not include materials that are unlawful, harmful, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable, or include or promote sexually explicit or "adult" materials, violence or discrimination.
Limited License
Subject to the terms and conditions of this Agreement, Pelotonics hereby grants to you, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to display the Licensed Marks solely in connection with providing a link from your Site to the Pelotonics Site. You may not modify the Licensed Marks or Links in any way, and must follow any Pelotonics instructions regarding their use, appearance and display.
Pelotonics shall have the right to demand the withdrawal of the Licensed Marks from your Web Site if, in Pelotonics's sole opinion, your Site conflicts with, interferes with, or is detrimental to Pelotonics's interests, reputation, business, practices, procedures or policies, or which might subject Pelotonics to unfavorable regulatory action, violate any law, infringe the rights of any person, or subject Pelotonics to liability for any reason. Upon written notice from Pelotonics to withdraw the Licensed Marks, you shall cease using the Licensed Marks on your Site as soon as possible, but in any event within three (3) days of the date of receipt of Pelotonics's written notice.
Account Processing
Pelotonics will process all orders placed by customers who follow Special Links from your Site to the Pelotonics Site. All such customers will subsequently be customers of Pelotonics ("Customers"). Pelotonics reserves the right to reject orders that do not comply with any requirements that Pelotonics may establish from time to time. Pelotonics will be responsible for all aspects of order processing and fulfillment.
You acknowledge that you shall not be a party to any transaction between any Customer and Pelotonics and all aspects of such orders including, but not limited to, purchase terms, payment terms, warranties, and guarantees shall be solely between the Customer and Pelotonics.
Commissions
Only products and services: (i) sold by Pelotonics; (ii) purchased or licensed by Customers linking to the Pelotonics Site from your Web Site using a Special Link; and (iii) for which Pelotonics has received a full or discounted payment ("Qualifying Purchase"), will qualify you for a commission. You understand and agree that Pelotonics products and services may be available without charge for a trial period. and that no Commission will be paid to you until the completion of such trial period and receipt by Pelotonics of full or discounted payment by a Customer for such Pelotonics products and/or services. The commission percentage shall be as set forth on the Pelotonics Affiliate Program Page, which percentage may be changed from time to time by Pelotonics by posting a different percentage on the Pelotonics Affiliate Program Page.
You will receive Commission reports and payments pursuant to the terms of this Agreement.
You will receive Commission Payments for Qualifying Purchases placed during the term of this Agreement. You expressly understand and agree that no Commission Payments will be due from Pelotonics to you for any orders placed by Customers after this Agreement has been terminated.
You will recieve Commission Payments whenever you are owed $20 or more in a given period. If you are owed less than $20 in a given period, you will be paid in the next period that you commissions exceed $20.
Commissions will be paid exclusively through PayPal. You must have a PayPal account to receive payments from Pelotonics. We will direct payments to the email address you provide in the sign up process. If you do not have a PayPal account, you will have 30 days to create one with the email address we send the commission payments to. All payments will be forfeited if not claimed with PayPal within 30 days.
Term and Termination
The term of this Agreement will begin on Pelotonics' acceptance of your Affiliate Program registration and will end immediately upon termination by either party. Either Pelotonics or you may terminate this Agreement at any time, with or without cause and without liability, by giving the other party notice of termination. Notices transmitted via email shall be effective notice hereunder. Upon termination of this Agreement for any reason, you will remove the Licensed Marks, Links, and all other Pelotonics trademarks, trade dress, logos and other material provided to you by Pelotonics from your Site and any and all servers in your possession or control as soon as technically feasible, but in no event shall the Licensed Marks remain on your Site more than three (3) days after such termination.
Limitation of Liability
Pelotonics will not be liable for any delay in accessing and/or inability to access the Pelotonics Site whether due to an act of God, action by any government entity, strike, network difficulty, electronic malfunction, or any other reason, or any reliability or effectiveness related to the Pelotonics Site. Pelotonics makes no warranty or representation that the operation of the Pelotonics Site will be uninterrupted or error-free, and Pelotonics will in no event be liable for the consequences of any interruptions or errors.
Pelotonics PROVIDES THE Pelotonics SITE AND ALL INFORMATION AND SERVICES AVAILABLE THEREIN "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS REGARDING Pelotonics OR ANY SERVICES OR INFORMATION PROVIDED BY Pelotonics. Pelotonics DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. Pelotonics SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING: (i) THE NUMBER OF PERSONS OR ENTITIES THAT WILL ACCESS OR "CLICK THROUGH" TO THE Pelotonics SITE FROM YOUR WEB SITE; (ii) ANY BENEFIT THAT YOU MIGHT OBTAIN FROM INCLUDING THE LICENSED MARK(S) ON YOUR WEB SITE; OR (iii) THE AMOUNT OR VOLUME OF COMMISSIONS THAT YOU MIGHT EXPECT TO RECEIVE OR ACTUALLY RECEIVE PURSUANT TO THIS AGREEMENT.
IN NO EVENT WILL Pelotonics BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR COMMERCIAL LOSSES, LOST PROFITS, OR REVENUES FROM ANY CAUSE, WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT Pelotonics HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE TOTAL LIABILITY OF Pelotonics HEREUNDER WITH RESPECT TO ANY CLAIM SHALL NOT EXCEED THE COMMISSIONS PAID BY Pelotonics TO YOU HEREUNDER.
You represent and warrant that you will make no promises, representations or warranties, whether written or oral, with regard to Pelotonics or the services provided by Pelotonics, beyond those provided by Pelotonics in writing. You will indemnify and hold Pelotonics harmless from all damages, claims and liabilities (including attorneys' fees and costs) resulting from a breach of the foregoing representation and warranty.
Modifications
Pelotonics may modify in its sole discretion any of the terms and conditions contained in this Agreement at any time at its sole discretion by posting a change notice or a new Agreement on the Pelotonics Site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following the posting of a change notice on the Pelotonics Site will constitute binding acceptance of the change.
General Provisions
No claim or other action arising out of this Agreement, regardless of the form of action, may be brought by either party more than one (1) year after the cause of action accrued.
You agree to indemnify, defend and hold Pelotonics harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including attorneys' fees and costs) relating to the development, operation, maintenance and contents of your Site.
Neither party shall be responsible for delay or failure in performance resulting from acts beyond its control. Such acts shall include, but not be limited to: an act of God; an act of war; riot; an epidemic, fire, flood or other disaster; an act of government; or a strike or lockout.
You may not assign this Agreement or any of the rights or liabilities hereunder, without the written consent of Pelotonics.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to provisions governing choice-of-law. Exclusive jurisdiction and venue for all actions hereunder shall be the State of California, and the parties hereto consent to such exclusive jurisdiction and venue.
This Agreement contains the entire agreement between the parties and there are no understandings or agreements relative hereto other than those which are expressed therein'
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party shall have the power or authority to bind the other or incur obligations on the other's behalf without the other's prior written consent.