AFFILIATE AGREEMENT

 

This Heavy Lux & Leisure Affiliate Agreement contains the complete terms and conditions that apply to an individual or entity participation in the Heavy Lux & LeisureAffiliate Program. This Agreement is made and entered into by Heavy Lux & Leisure and you, the applicant. As used in this Agreement, “we” means Heavy Lux & Leisure, “you” means applicant, “site” means a world wide web site and , depending on the content, refers either to (a) Heavy Lux & Leisure site located at the URL www.weheavy.com or (b) the site that you will link to our site and which you have identified in your program application. 

 

ENROLLMENT IN THE PROGRAM:

To begin the enrollment process, you need to submit a complete program application. We will evaluate your application and notify you through the email you supplied on your program application. Employees of Heavy Lux & Leisure and its affiliated or related entities are not eligible to enroll or participate in the Program if your site offers rewards, cash back, points, miles or other similar incentives to customers or offers discounted Heavy Lux & Leisure gift cards. We may reject your application for any reason, including, but limited to our determination, in our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include, but not limited to, those that:

(a)contain a link to nudity or pornography or promote sexual explicit materials,

(b)promote violence,

(c)promote discrimination based on sex, race, religion, nationality, disability, sexual orientation or age,

(d)promote illegal activities,

(e)infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party, (f)contain, in our sole judgement, material that is defamatory, fraudulent, or harassing to us or any third party,

(g)promote the use of any pyramid or similar schemes, (h)contains software downloads that potentially enables diversions of commissions from other sites,

(i)include “Heavy Lux & Leisure”, “Heavy Enterprise”, “heavy Lux”, or “weheavy.com”, or variations or misspelling thereof, in their domain names,

(j)have a clear stated mission that is in part to support religious or politically active causes, as represented on the Homepage or one of the key landing pages, or

(k)distribute content to third parties. If a site distributes content to third parties and is willing to give Heavy Lux & Leisure a list, for approval, of all sites, which currently feature the content, and written notice upon acceptance of any new distribution partnerships, the site may be accepted into the Program. 

 

AGREEMENT FOLLOWING ACCEPTANCE:

The following terms and conditions will be effective if and only if Heavy Lux & Leisure accepts your application. By applying to be a Heavy Lux Influencer, you agree to be bound and abide by such terms and conditions. 

 

1. Link on your site: To permit accurate tracking, reporting and referral fee accrual, we will authorize Gooaffpro to give you access on the Gooaffpro site to special “tagged” link formats (“Special Links'') to be used in all links between your site and other site. You must ensure that each of the links between your site and our site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use special links, including to the extent that such failure may result in any reduction of amounts thoat would otherwise be paid to you pursuant to this Agreement. Each special link, as viewed by a customer, will be in the form of a Heavy Lux logo, text link, or product provided by us. You agree only to use the Heavy Lux logo and images provided by us, and you further agree not to obtain or use Heavy Lux logos or images from any other site. Your site’s title and other trademarks and linking logos must appear at least as prominently as the Heavy Lux logo that is used to create the special link. 

2. Order Processing: We will process product orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. Gooaffpro will track sales made to customers who purchase products using special links from your site to our site and will be solely responsible for making available to you reports summarizing this sales activity through the Gooaffpro site. The form, content and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Heavy Lux & Leisure. 

3. Personal styling or shopping services: You may not provide personal styling or personal shopping services of any kind to customers that involve the purchase of products using special links from your site. You are not eligible to earn any referral fees on such purchases, and we may remove you from the Program and terminate this Agreement If you engage in those activities. 

4. Employees: Employees of Heavy Lux & Leisure and its affiliated or related entities may not participate in the program. If you became an employee of Heavy Lux & Leisure or on its affiliated or related entities, then this Agreement will automatically terminate, and you will be pulled from the program. You must immediately remove any links, Heavy Lux & Leisure intellectual property or brand features from your site. You will only be entitled to receive referral fees that were earned prior to the commencement date of your employment. Upon termination of your employment with Heavy Lux & Leisure or one of its affiliated or related entities, you may apply to re-enroll in the program. 

5. Referral Fees: We will pay you referral fees on certain product sales to customers as provided in Section 4. For a product sale to be eligible to earn a referral fee, the customer must follow a special link from your site to our site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us (“Qualifying Purchase”). We will not,  however, pay referral or other fees on any products that are subsequently purchased after the customer has re-entered the Heavy Lux & Leisure site other than through a special link from your site, even if the customer previously followed a special link from your site to the Heavy Lux & Leisure site. Purchases of Heavy Lux & Leisure gift cards are not eligible to earn referral fees. You may not purchase products during sessions initiated through the special links on your site for your own use, resale, or commercial use of any kind. This includes orders for customers or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of referral fees or the termination of this Agreement.  

Referral Fee Schedule: You agree and acknowledge that the referral fees you earn pursuant to Section 3 will be in amounts established by us and posted on the Gooaffpro site together with the application materials. The referral fee schedule is incorporated into this Agreement by reference. We reserve the right to modify the referral fee schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be limited to a maximum of 5% per item unless otherwise provided in the referral fee schedule. The referral fee shall be calculated as a percentage of “Qualifying Revenues', which are revenues derived by us from qualifying purchases, excluding revenues derived from and costs associated with shipping, handling, gift-wrapping and processing fees, bad debt and promotional discounts as advertised. 

Referral Fee Payment: We will pay referral fees on a monthly basis. Approximately 45 days following the end of each calendar month. Goffapro will pay you through paypal or send you a check for the referral fees earned on net sales of products that were shipped during that month, less any taxes that we required by law to withhold. However, if the referral fees payab;e to you for any calendar month are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next monthly payment. 

Policies & Pricing: Customers who buy products through this program will be deemed to be our customers. Accordingly all Heavy Lux & Leisure rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time, for example, we will determine the prices to be changed for products sold under this program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Heavy Lux & Leisure Marks: The trademarks, trade names, designs and logos made available to you through the Gooaffpro site, that are used or owned by Heavy Lux & Leisure or their wholly owned subsidiaries (Heavy Lux Marks”) are proprietary marks of Heavy Lux & Leisure. Subject to the terms and conditions of this Agreement, Heavy Lux & Leisure grants you a limited non-exclusive non transferable, revocable license to use the Heavy Lux & Leisure marks during the term of this Agreement. You will not (a)modify the Heavy Lux & Leisure marks, (b)cause any act or thing that would impair our rights in the Heavy Lux & Leisure marks or damage the reputation for quality inherent in the Heavy Lux & Leisure marks. Further, you acknowledge (a)your use of Heavy Lux & Leisure marks does not convey to you any right, title or interest in or to the Heavy Lux & Leisure marks,

(b)Heavy Enterprise, ownership of Heavy Lux & Leisure marks,

(c)you may not contest the Heavy Lux & Leisure marks, register or attempt to register in any jurisdiction any Heavy Lux & Leisure marks or any confusingly similar marks or trade name,

(d)you agree to identify the Heavy Lux & Leisure marks by including appropriate symbols and notices reasonably requested by us,

(e)you may not obtain or use the Heavy Lux & Leisure marks except as provided in Section 1, and

(f)your use of the Heavy Lux & Leisure marks, including all goodwill associated with such use, shall inure solely to Heavy Lux & Leisure. 

Customer & Sales Information: We will own all rights, title and interest (including all intellectual property rights) in and all information that is created or collected in connection with this Agreement, including, without limitation,

(a)any contact information collected from any customer who enters the Heavy Lux & Leisure site from a special link from your site, and

(b)any information regarding click-through rates or product purchases by influencer customers (“Sales Information”) subject to the terms and conditions of this Agreement, Heavy Lux & Leisure grants you a limited worldwide non-exclusive royalty free license to use the sales information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any sales information or affiliate customer contact information to any third party without Heavy Lux & Leisure written permission. You agree not to send influencer customers email communications promoting your site as an influencer of Heavy Lux & Leisure or otherwise unless granted previous approval by Heavy Lux & Leisure. You agree to maintain and adhere to your privacy policy, as posted and updated on your site. 

Responsibility for your site: You are solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, but not limited to (a)the special links, (b)ensuring all banners, text links, individual product links and search box ads (hereinafter the “creatives”) are up to date with what is offered in the Heavy Kux & Leisure create link page, (c)ensuring all creatives work effectively and link directly to Heavy Lux & Leisure, unless your site requires otherwise, (d)the accuracy and appropriateness of materials posted on your site (including but not limited to all product related materials), (e)ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights), (f) ensuring that all materials posted on your site are not libelous or unlawful, or do not violate any provision of this Agreement, and (g)compliance with all applicable national, state regional and local regulations. We disclaim all liability for the matters stated in this Section 9. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitations, attorney fees) relating to the content development, operation, maintenance and contents of your site or any breach of your obligations under this Agreement. 

You must not use the Heavy Lux & Leisure name, or any variations thereof, in any manner not expressly authorized by this Agreement in particular you may not post Heavy Lux & Leisure sales, promotions or coupons on your site without our prior written consent; you may not purchase domain names that have Heavy Lux & Leisure variations or misspelling in them which are solely intended to direct traffic away from the Heavy Lux & Leisure site; you may not create sub-affiliates accounts under the original approved affiliate account, unless each such sub-account is approved and reviewed by Heavy Lux & Leisure; you may not promote Heavy Lux & Leisure site in emails/newsletters without prior written approval of the placement; you may not use Heavy Lux & Leisure name, or any variations thereof, in hidden text or source code; you may not use Heavy Lux & Leisure name, or any variations thereof, in your domain or subdomain; you may not engineer your site in such a manner that pulls internet traffic away from Heavy Lux & Leisure site; you may not engineer your site in such a manner that would be considered “keyword stuffing”, such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to Heavy Lux & Leisure site; you may not purchase any keywords on search sites related to Heavy Lux & Leisure or any variations thereof. Heavy Lux & Leisure discourages you from using “coupon” terminology when promoting Heavy Lux & Leisure site; as an alternative, the use of “event” or “sale” is highly recommended. You may not launch the Heavy Lux & Leisure site directly from your site unless the visitor clicks through a Heavy Lux & Leisure banner, logo or product. Heavy Lux & Leisure may, in its sole discretion, suspend your account and/or withhold referral fees, if, in its sole judgment, it determines you are in violation of any of the prohibitions or conditions contained herein. In addition to the termination provision set forth below, violation of the forgoing prohibitions may result in immediate termination of this Agreement. 

You may not utilize in connection with your site: (a)any framing technology that frames Heavy Lux & Leisure site, (b)any software that gathers information through the customer’s internet connection without his or her knowledge, (c)any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibits a person or company from (i)installing spyware on another person’s computer, (ii)causing spyware to be installed on another person’s computer,

(iii) using a context based triggering mechanism to display an advertisement that partially or wholly covers paid advertising or other content on an internet website in a way that interferes with a user’s ability to view the internet website, or (d)browser-embedded contextual targeting applications or other applications which serve “Advertising” on Heavy Lux & Leisure competitors site or on any other site other than your site. “Advertising” means (i)pop-up ads and pop-under; (ii)in-browser ads, and (iii)highlighting of site content and redirecting to sites with similar content regardless of whether any such advertising is served directly by you or is provided by or purchased from a third party purchaser; (e)any “opt-out downloads”. An opt-out download is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the internet unless the user takes affirmative action to prevent the download. 

Term of the Agreement; Termination: The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Heavy Lux & Leisure, may terminate this Agreement at any time and for any reason, with or without cause, by giving the other part written or electronic notice of termination. If you don’t generate at least 50 click-throughs or at least one sale per month through the Influencer links, you may be removed from the program. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (a)all licenses hereunder shall terminate, (b)you will immediately remove any links, Heavy Lux marks, and other Heavy Lux & Leisure intellectual property or brand features from your site, (c) Heavy Lux & Leisure shall immediately remove any of your logos, marks and brand features from the Heavy Lux site, and (d)section 7 through 25 will survive such termination. Heavy Lux & Leisure may withhold referral fees at termination if Heavy Lux & Leisure, in its sole discretion, believes explicit provisions of this Agreement have been breached and such referral fees were earned in violation of this Agreement. In the addition to the right to terminate this Agreement, Heavy Lux & Leisure shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this Agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this Agreement.

Modification: We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion, any changes or modifications will be effective upon posting of the revisions and notice of the following methods:

(a)by posting a change notice or a new agreement, (b)changing the date of this Agreement, or

(c)by giving you notice of the change or modification. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and program rules. If any modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. 

Relationship of Parties: Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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 section. 

Limitation of Liability: We will not be liable for indirect, special or consequential damages arising in connection with this Agreement, the program or Gooaffpro, even if we have been advised of the possibility of such damages. Further, our aggregate liability rising with respect to this Agreement and the program will not exceed the total referral fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims. 

Disclaimer: We make no express or implied warranties or representation with respect to Gooaffpro, the program or any products sold through the program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of s course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement. 

Independent Investigation: You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operated websites.

Assignment and Successors: You may not assign this Agreement, by operation of law or otherwise, without our prior or written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and their respective successors and assigns. 

Scope of Agreement: This Agreement and the referral fee schedule constitutes the entire Agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral Agreements or representations between us. 

Injunctive Relief: You expressly agree that your violation of sections 1,7,8,10,or 11 will cause irreparable harm to Heavy Lux & Leisure and that a remedy at law would be inadequate. Therefore, in addition to any remedies available at law, Heavy Lux & Leisure be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provision hereof.

Attorneys’ Fees:  In the event any action is commenced to constitute or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entities to receive from the other party, shall be entities to receive it’s reasonable attorneys’ fees and costs incurred in bringing such action.

Notices: Any notices required or permitted by this Agreement shall be delivered to the other party through the email submitted through the party application. Notices shall be deemed given one business day after such notice was sent via email.

Governing Law, Jurisdiction, and Venue: This Agreement will be governed by the laws of the State of Georgia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the federal or state courts located in Atlanta, Georgia, and your irrevocable consent to the jurisdiction of such courts.

Waiver: Our failure to enforce your strict performance of any such provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy. 

Publicity: We do not permit you to utilize media release of any kind to publicize your business relationship with us. You shall not use any Heavy Lux & Leisure marks, trademarks, service marks, logo or any other information which identifies Heavy Lux & Leisure in agency sales, marketing and publicity activities and/or materials, including, but not limited to, interviews with representatives of any written publication, television station or network, and publication in any internet website, digital media, print, video or audio media. 

Gooafpro required Provision: You agree to indemnify, defend and hold harmless Gooafpro and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any other matter related to this Agreement or any dispute. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Gooafpro, Gooafpro may consult with and use counsel of its own choice in connection with such dispute.

 

You acknowledge and agree that the nature of this program is such that in its normal operation, it may access and download elements of software data from resources that are external to the computer or device running the program, such as program. You also acknowledge that Gooaffpro has not undertaken to provide such external resources or services and specifically disclaims any representation or warranty as to the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the program. Gooafpro shall not be responsible for provision of any communications facilities or the costs associated with such communications.