At Hippo7, we create specialty vegan supplements with innovative formulations and high-quality ingredients. Our supplements are designed to meet a variety of specific needs, so our customers can be their best selves.
Hippo7 Affiliate Program Agreement Terms and Conditions
This Hippo7 Affiliate Program Agreement (this “Agreement”) is entered by and between Promising Ventures, Inc., d/b/a Hippo7 (“HIPPO7”, “we”, “our”, or “us”) and any person or entity entering participating in the referral program (“you” or “your”) as of the date you either agree to this Agreement or commence participation in the HIPPO7 referral program (“Effective Date”). By signing this Agreement below, you will be agreed to comply with the terms of this Agreement.
This Agreement governs your participation in HIPPO7’S affiliate program (“Program”). The Program covers HIPPO7’s collection of goods (“HIPPO7 Collection”), selected in HIPPO7’s discretion.
YOU MUST BE EIGHTEEN OR OLDER TO ENTER INTO THIS AGREEMENT, AND TO PARTICIPATE IN THE PROGRAM.
We highly recommend you read this Agreement carefully before you join the Program or begin marketing the Program. This Agreement is written in plain language intentionally avoiding legalese to ensure that it may be clearly understood and followed by you. You are responsible for ensuring that your employees, agents and contractors comply with these terms and conditions. Thank you.
To help clarify the Program, below is a summary of the terms of the Program, as well as some practical information. However, please carefully read all of the terms of this Agreement, and not just this summary. If you agree to this Agreement and participate in the Program, you are agreeing to all of the terms of this Agreement.
If you have any questions regarding the above summary of the Program, please contact us at [email protected]. Please carefully review the below Terms and Conditions for this Agreement. In order to participate or attempt to participate in our Program, you must accept this Agreement without change, in whole, as well as any agreement required by Refersion to create and maintain a Refersion Account. By registering for or using the Program, you expressly agree to this Agreement and all uses of the Program will comply with this Agreement, as may be amended from time to time.
We understand that you may use the Program through your own URL, website, social media account, or other digital form
of communication, or simply by sharing your Code via email, text, or otherwise (collectively, “your website”)
and your website and use of the Code must at all times comply with this Agreement.
In addition to any other requirements we or Refersion may impose from time to time, and without limiting our ability
to reject an application for any or no reason, at a minimum, to be eligible to participate in the Program, to the
extent your website includes a domain name, the domain name must:
and
Please read this Agreement carefully, and please consult with your counsel if you have any questions at all. It is very, very important to note that the failure to comply with this Agreement, whether on purpose or by accident, may result in the forfeiture of payment that would otherwise be due to you from Refersion, or termination of this Agreement. Our decision is absolute and final, and we reserve the right in our sole and absolute discretion to terminate this Agreement. Compliance with the terms of this Agreement is a material condition of receiving any payments from Refersion in connection with use of the Code.
Please contact us if you have any questions about this or any part of this Agreement via email at
[email protected].
1. ENROLLMENT
After receiving your application to register for the Program, we will review your application and notify you by email if your application has been approved. Please allow up to 72 hours for your application to be reviewed. We reserve the right to reject any application; however we encourage you to contact us if you feel we have made an incorrect decision. Although we make the effort to review and respond to each application to participate in the Program, sometimes applications do fall through the cracks. You are not enrolled in the Program until you receive a specific approval from us. In the event you do not receive any response, you are not yet enrolled in the Program. Please feel free to follow up if you have not received a response after 72 business hours. You may not at any time promote yourself or your website as being a part of the Program unless and until you have received an affirmative confirmation that you were accepted into the Program. You must be honest in your application, and any inaccurate or untruthful representations in your application may lead to your rejection from the Program, or your suspension from the Program, or further penalties as we see fit in our sole and absolute discretion.
2. ABOUT THE PROGRAM
The Program, along with your Refersion Account, permits you to monetize the Code by sharing the Code with your friends and family or other third parties.
When customers click a Code to successfully purchase items from the HIPPO7 Collection, you may be eligible to receive payment from Refersion as a result of that sale, and as set forth in more detail in this Agreement and the Refersion agreement. Any payment earned from Refersion is referred to as a “Fee”. We need to ensure that you are aware that the Fee is not guaranteed and you cannot rely on receiving a Fee.
In order for a Fee to accrue, the sale of items from the HIPPO7 Collection (“Goods”) must originate from your Code. If a customer has our product in their e-basket, and they click your Code after the fact, you will not be eligible for a Fee.
Your own purchase of our product is not subject to a Fee, nor are sales to anyone at the billing or shipping address
you provide in your Account.
Duplicate or fraudulent transactions, as determined solely by us or Refersion, are not eligible for any Fee, may be
removed and the transaction may be reversed.
3. PAYMENTS. The payment will be made once per month via PayPal, to your email address of record. If your current payment due is less than $20, we may roll over the payment until the next month.
4. COMPLIANCE
You must comply with this Agreement. You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, we reserve the right to withhold (and you agree you will not be eligible to receive) any and all of the Fee or other amounts otherwise payable to you under this Agreement, whether or not directly related to such violation; to rescind any Credit previously issued.
5. REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse Fee and/or orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. All decisions regarding violations and Fee revocations is at HIPPO7’S sole and absolute discretion. HIPPO7 has broad discretion to determine how and when to allow a Fee, and in the event we believe that you are violating this Agreement, we may hold back some or all of the Fee that have already accrued, or forfeit some or all of the Fee.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions; we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
(a) You are not forthcoming, intentionally vague or are found to be lying. (b) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
(c) You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
(d) If any of the above conditions apply, then we reserve the absolute right to reverse orders, reduce your Fee, extend the pending period for your Fee, or suspend you from the program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to proactively address these issues and adhere to our program rules.
6. USE RESTRICTIONS
In order to participate in the Program, your use of the Code, including your website must comply with all requirements set forth in this Agreement, including the following.
Neither you nor your website, nor your use of the Code may:
(a) Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
(b) Violate any law, rule or regulation.
(c) Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, adult content, pornography or sexually explicit materials, or links to sites that contain or promote the foregoing.
(d) Contain explicit, vulgar, or obscene language.
(e) Contain racial, ethnic, political, hate-mongering or otherwise objectionable content.
(f) Promote illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, illegal drugs, etc.
(g) Contain or promote software piracy, list passwords, software cracking, warez or any illegal activity.
(h) Contain links that automatically redirect users to another site.
(i) Send unsolicited emails or other communications.
(j) Contain or include browser helper objects, software that generates clicks, causes any pop ups on anyone else's site or attempts to set a cookie or tracking without the user clicking the link.
(k) Contain any questionable or controversial subject matter judged inappropriate by us.
(l) Offer incentives, including cash, point, contest entries, prizes or rewards to click on ads or links.
(m) Contain or include software downloads that, in our sole discretion, can potentially divert commissions from otheraffiliates.
(n) Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
(o) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
7. TRADEMARK GUIDELINES
If HIPPO7 believes you are misusing any of its trademarks, it may so notify you, and you will remove the use of concern immediately.
8. LINKING TO OUR WEBSITE Upon your acceptance into the program, if ever, the Code will be made available to you through Refersion. Your acceptance in our Program means you agree to and abide by the following:
(a) You will only use linking Code obtained from the Program without manipulation.
(b) Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
(c) You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
(d) Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
(e) If you are found redirecting links to hide or manipulate their original source, your current and past Fee will be voided. This does not include using “out” redirects from the same domain where the Code is placed.
9. PPC GUIDELINES
If you are enrolled in our Program and participate in paid search engine advertising or PPC, you must adhere to our PPC guidelines as follows:
(a) You may not bid on any of our trademark-related terms (including but not limited to those identified below), including any variations or misspellings thereof for search or content based campaigns on Google, Bing, Yahoo or any other keyword-based advertising network.
(b) You may not use our trademark-related terms in sequence with any other keyword (i.g. "Hippo7 Coupons" or "Hippo7 Deals").
(c) You may not use our trademark-related terms in your ad title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Web users must be directed to an actual page on your website.
(e) You may not bid in any manner appearing higher than HIPPO7 for any search term in position 1-5 in any auction style pay-per-click advertising program.
(f) If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we STRONGLY suggest you add our trademark-related terms as negative keywords. We have a strict no tolerance policy on PPC trademark-related violations. You will forfeit all Fees for a minimum of the past 30 days without warning if you engage in PPC advertising that uses our trademark-related terms in any way.
(g) No PPC, or other paid ads, may include or contain “Hippo7” or variants thereof.
(h) No PPC, or other paid ads, may link to our website, whether directly or using your Code.
(i) Prohibited trademarked-related terms include, but are not limited to: Hippo7, Hippo7 Vegan, Hippo7 Store, Hippo7 Collection, and any/all closely related variations or misspellings.
10. SOCIAL MEDIA
Promotion on Facebook, Instagram, Tik Tok, Twitter, Pinterest and other social media platforms is permitted following these general guidelines:
(a) You are allowed to promote your Code to your own lists; more specifically, you’re welcome to use your Code on your own Facebook, Instagram, Tik Tok, Twitter, Pinterest etc. pages.
(b) You ARE PROHIBITED from posting your affiliate links on HIPPO7’S Facebook, Instagram, Tik Tok Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.
11. SOCIAL ADVERTISING GUIDELINES
If you are enrolled in our Program and participate in social advertising, you must adhere to our social advertising guidelines as follows:
(a) You may not target fans or followers of any of our social profiles (which are identified below) including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Instagram, Tik Tok, Twitter, LinkedIn, Pinterest, or on any social network.
(b) You may not target trademark-related terms as interests (which are identified below), including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Tik Tok Twitter, LinkedIn, Pinterest, Instagram, or on any social network.
(c) You may not use our trademark-related terms or logo in your ad creative, title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any social ads or use redirects that yield the same result.
(e) You will forfeit all Fees for a minimum of the past 30 days without warning if you engage in social advertising that violates the guidelines set forth above.
(f) Prohibited trademarked-related terms: include, but are not limited to: Hippo7, Hippo7 Vegan, Hippo7 Store, Hippo7 Collection, and any/all closely related variations or misspellings.
12. COUPON GUIDELINES
If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
(a) You may ONLY advertise coupon codes that are provided to you through the affiliate program or network or that are displayed on our website(s).
(b) Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in removal from the program.
(c) Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
(d) You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
(e) You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, social media, or any other campaign.
(f) You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if shipping is always free for orders over $75, you may not turn this into an offer that infers that the customer must click from your website to get this deal.
(g) Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower Point redemption rate than our standard rate to offset the reduced profitability of orders.
13. COUPON ATTRIBUTION & AUTHENTICATION:
All transactions that utilize a non-authorized coupon code during purchase will not be granted Fees for that transaction. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or provided by us or Refersion, to that affiliate directly/privately or short term site-wide offers. Publishing coupon codes obtained from customer e-mails, social media, print media, or any other publication by our website other than those codes that are displayed on our website is strictly prohibited. Coupon codes that are not valid, phony, or expired will not be given Fee on these orders.
In addition, if you publish a prohibited coupon code, you will be notified of the violation and will forfeit all future Fee until an HIPPO7 team member has determined that your website is no longer publishing the prohibited coupon code. All valid transactions without a coupon code used are considered subject to Fee.
14. SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our Program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of Fee from sales made
through any sub-affiliate that does not comply with our program terms.
15. DOMAIN NAMES
Use of any of our trademark-related terms as part of the domain or sub-domain for your website is strictly prohibited (e.g. hippo7.website.com or www.hippo7-coupons.com).
Prohibited trademark-related terms and targeted interests include, but are not limited to: Hippo7, Hippo7 Vegan, Hippo7 Store, Hippo7 Collection, and any/all closely related variations or misspellings.
16. ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our program viae-mail campaigns, you must adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program. E-mail must be sent on your
behalf and must not imply that the e-mail is being sent on behalf of HIPPO7.
17. FTC DISCLOSURE REQUIREMENTS As an internet marketer you should be familiar with disclosure requirements by the
FTC. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g.
Disclosure should be visible before the jump). Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at
http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements
18. LICENSE
You grant HIPPO7 and its affiliates and licensees the right and license to use your likeness, name, biography, image, and signature, as well as your Posts and any other content you make public, share on social media, or upload through your Profile (collectively, the “Content”). HIPPO7 has no obligation to use the Content, but may use the Content, including but not limited to promote the HIPPO7 brand, and/or the HIPPO7 Collection. HIPPO7 is not required to get further permission from you to use the Content, and you have no right to approve the Content prior to HIPPO7’s use. HIPPO7 may sublicense its rights in and to the Content. The license to use the Content isperpetual, and non-exclusive, and in no event, even at termination of this Agreement, will HIPPO7 have to remove or delete any use of the Content.
19. PROHIBITION AGAINST SOLICITATION FOR RESIDENTS IN CERTAIN STATES
As a condition of its participation in the Program, if you are a corporate entity with a place of business in one of the following states and/or of you are an individual who is a resident of one of the following states agrees that its activities on behalf of HIPPO7 shall be limited to providing the Code on your website to our website: Arkansas, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Puerto Rico, Rhode Island, Tennessee and Vermont (hereinafter “Non-Solicit States”).
You acknowledge that under current laws in these Non-Solicit States, solicitation and promotional activities by you may render HIPPO7 liable for collecting sales tax on all sales to customers in these states. Therefore, as a condition of participation in the Program, you are prohibited from engaging in any solicitation activities in the Non-Solicit States intended to refer potential customers to HIPPO7, including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; (ii) engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and (iii) sending emails, text messages or maintaining social network sites intended, directly or indirectly, to solicit or refer customers to HIPPO7. If you reside in a Non-Solicit State, we require you to provide HIPPO7 with a written statement of compliance with this provision on an annual basis (by May 31 of each year). If you fail to provide this written statement of compliance, or if HIPPO7 learns you have not complied with your obligations, we will remove you from the Program. We reserve the right to require you to provide a written statement of non-solicitation should events require, including but not limited to, if the state of your residence adopts a law placing limits on solicitation, or if you relocate to a Non-Solicit State. You agree to cooperate with completing any forms which may be required for tax purposes, including statements or certifications regarding its activities. You further acknowledge that tax laws are subject to change at any time and such changes may render participants in certain states ineligible for continued participation in the Program. We reserve the right to remove you from the Program at any time for any reason or to revise this understanding prohibiting affiliate solicitation on its behalf.
20. CUSTOMERS
HIPPO7’S customers are not, by virtue of your participation in this Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to the customers. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers, you will direct them to HIPPO7 customer service.
21. WARRANTIES
You represent, warrant, and covenant that (a) you will participate in the Program and create, maintain, and operate your website in accordance with this Agreement, (b) neither your participation in the Program nor your creation, maintenance, or operation of your website will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (c) that you are lawfully able to enter into contracts (e.g. you are not a minor), (d) that the Content complies with all laws, rules, and regulations, and the Content will not infringe the rights of any third party, and (e) the information you provide in connection with the Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or Fee you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
22. TERM AND TERMINATION
The term of this Agreement will begin upon your registration on or use of the Program and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
23. DISCLAIMERS
THE PROGRAM, OUR WEBSITE, OUR PRODUCTS, THE CODE, ANY HIPPO7 MATERIALS WE PROVIDE OR MAKE AVAILABLE TO YOU, OUR TRADEMARKS, THE PROGRAM, OUR DOMAIN NAMES AND ANY AND ALL OTHER INFORMATION, HIPPO7 MATERIALS, IMAGES, RELATED DIRECTLY OR INDIRECTLY TO HIPPO7, OUR WEBSITE, AND/OR OUR PRODUCTS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND HIPPO7 MATERIALS PROVIDED OR USED BY OR ON BEHALF OF US OR OUR PARTNERS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “HIPPO7 MATERIALS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR PARTNERS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE HIPPO7 MATERIALS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR PARTNERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE HIPPO7 MATERIALS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR PARTNERS WARRANT THAT THE HIPPO7 MATERIALS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR HIPPO7 MATERIALS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM OR THE HIPPO7 MATERIALS OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM OR FORFEITURE OR DEDUCTION OF THE FEE.
24. LIMITATION OF LIABILITY
NEITHER WE NOR ANY OF OUR PARTNERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE HIPPO7 MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE HIPPO7 MATERIALS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
25. INDEMNIFICATION
WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR WEBSITE OR YOUR VIOLATION OF THIS AGREEMENT, OR THE PROGRAM AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) THE
CONTENT, AND YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON YOUR WEBSITE OR SOCIAL MEDIA ACCOUNTS, INCLUDING THE COMBINATION OF YOUR WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR WEBSITE, (C) YOUR USE OF ANY HIPPO7 MATERIALS, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT, ANY OPERATIONAL DOCUMENTATION, OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
26. DISPUTES
Any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
27. MODIFICATION
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised Agreement, on our website or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email but will in no event be less than two business days after the date the email is sent). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
Please contact us if you have any questions about this or any part of this Agreement via email at [email protected].
28. NO ASSIGNMENT.
You acknowledge and agree that the rights granted herein are personal in nature and may not, in whole or in part, be transferred, delegated, or assigned by you without the prior written express consent of HIPPO7. In the event you assign this agreement to a third party with HIPPO7’s consent, you shall remain primarily liable for the performance of its obligations hereunder. Nothing herein shall prevent HIPPO7 from assigning its rights or obligations under this Agreement.
29. GENERAL PROVISIONS.
(a) This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by the parties hereto.
(b) This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter. At any time and from time to time, and without your consent, HIPPO7 may unilaterally amend, modify, or change this Agreement, in its sole discretion and without any notice or cause. By continuing to use any Program after any amendment, modification, or change, you agree to be bound by all such amendments, modifications, and changes.
(c) No waiver by either party, whether expressed or implied, of any provision of this Agreement or of any breach or default of any party, shall constitute a continuing waiver of such provision or any other provisions of this Agreement, and no such waiver by any party shall prevent such party from acting upon the same or any subsequent default of any other part of any provisions of this Agreement.
(d) This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between you and HIPPO7. Additionally, nothing contained herein shall be construed as to create between you and HIPPO7 the relationship of franchisor and franchisee. You shall have no right to obligate or bind HIPPO7 in any manner whatsoever, nor shall HIPPO7 have the right to obligate or bind you, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
(e) Without limiting anything herein to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
(f) Survival of Terms. All terms, conditions, obligations and provisions capable of surviving the termination or expiration of this Agreement shall so survive.
Exhibit A
FTC Letter
I hereby agree to comply with all Federal Trade Commission requirements, including, but not limited to:
1. To conspicuously, and in close proximity to the endorsement, communicate that the post is a paid endorsement;
2. I understand that HIPPO7 will monitor and review any posts set forth in this Agreement and I further understand that any failure to comply with Federal Trade Commission requirements will result in the immediate termination of this Agreement and the cessation of all payments under same; and
3. I understand that HIPPO7 will keep a record of its approval of the post to show the monitoring requirement sent
forth in Paragraph 2 above.
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