AFFILIATE TERMS AND CONDITIONS AGREEMENT
This Affiliate Terms and Conditions Agreement (the “Agreement”) is a legally binding agreement between you (“Affiliate” or “You”) and Nukepills, Inc. (“Nukepills.com” or “We”) and is effective on the date You accept the terms and conditions of this Agreement as set forth herein. (the “Effective Date”). BY CLICKING ON THE “ACCEPT” BUTTON AND/OR PARTICIPATING IN THE NUKEPILLS.COM AFFILIATE PROGRAM (THE “AFFILIATE PROGRAM”) YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE “ACCEPT” BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility. To be eligible to be a Nukepills.com Affiliate, You must operate a website that has been approved by Nukepills.com, and Your website must not and, during the term of this Agreement, shall not, as determined by Nukepills.com in its sole discretion: (a) infringe on Nukepills.com’s or any other third party’s intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, abusive, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website. An applicant who submits an Affiliate Program application to Nukepills.com must, at the time of the submission, provide a valid URL. Applications without a valid URL will not be considered.
2. True and Complete Information. Affiliate represents and warrants that all information that it provided in connection with becoming an Affiliate of Nukepills.com is true and complete. If Nukepills.com determines or has reason to believe, that any information provided by Affiliate is not true and/or complete, Affiliate shall indemnify Nukepills.com in accordance with Section 13 below and Nukepills.com may immediately terminate Affiliate’s participation with respect to the Nukepills.com website if such breach also constitutes a breach of Section 1 above.
3. Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any Nukepills.com Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the Nukepills.com Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Nukepills.com Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the Nukepills.com Content; (v) buy or bid on any of the Nukepills.com trademarks, or variations of the trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the Nukepills.com Content or the Nukepills.com trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by Nukepills.com. Any Link that contains in the title, Nukepills, Nukepills.com, Justacip, or any of the products on its website, including, but not limited to, Iosat, ThyroShield and RadDetect, must connect the user directly back to the homepage of the Nukepills.com website, and such Link must be supplied to You by Nukepills.com. Affiliate agrees to use the Nukepills.com Content exactly in the form provided to Affiliate pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the Nukepills.com Content. For purposes of this Agreement “Nukepills.com Content” means any and all trademarks, service marks, logos and other content which Nukepills.com makes available to Affiliate in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by Nukepills.com. Such Nukepills.com Content may be owned by Nukepills.com or licensed to Nukepills.com by a third party.
5. Property Ownership Rights. Affiliate agrees and acknowledges that Nukepills.com retains all rights, title and interest in and to all property rights embodied in or associated with the Nukepills.com Content. Affiliate represents and warrants that it will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with Nukepills.com’s ownership of the Nukepills.com Content and any goodwill and benefits accruing from the use of such Nukepills.com Content will automatically vest in Nukepills.com.
6. Operation and Maintenance of the Nukepills.com Web Site. Affiliate acknowledges and agrees that Nukepills.com may accept or reject, in its sole and absolute discretion, all orders and purchases from customers placed on or through the Nukepills.com website. Affiliate further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of Nukepills.com, (ii) Nukepills.com cannot, and does not, guarantee the availability and accessibility of the Nukepills.com website, and (iii) Nukepills.com is solely responsible for all pricing, online fulfillment, cancellation, refunds and all other aspects of the Nukepills.com website and its products. All personal information obtained from customers on the website shall be the exclusive property of Nukepills.com.
8. Public Announcement. You may not mention Nukepills.com in a press release or other public statement (other than the Advertisements) unless You have received prior written approval from Nukepills.com.
9. Representations and Warranties. You hereby represent and warrant to Nukepills.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or Affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
10. Payments. Nukepills.com agrees to pay to Affiliate the commission schedule, which may be changed from time to time by Nukepills.com by posting such revised commission schedule on the Affiliate Program Description Page of the Nukepills.com website and by providing seven (7) days notice for a decrease in the commission amount, for each successful transaction and shipment of a Nukepills.com Online product purchased by any Affiliate end user who (a) Clicks on a Link and subsequently purchases a Nukepills Online product no later than one hundred and eighty (180) days after such Click (as such time period may be adjusted by Nukepills.com from time to time), (b) has not clicked on a hypertext link to the Nukepills.com website from another website operated by Nukepills.com, another affiliate or any other third party after last Clicking on Your Link during such one hundred and eighty (180) day period, and (c) has not, within the six (6) months prior to such end user’s last Click on Your Link, purchased a Nukepills.com Online product, under than through your website. For purposes of this Agreement, “Clicks” means the occurrence of an end user clicking on a Link. Nukepills.com shall not pay Affiliate for any transactions made directly by Affiliate or its agents using its own Links. Payment of commissions by Nukepills.com is subject to AFFILIATE earning a minimum commission of $50.00 USD (fifty US dollars), and a withholding period of not less than 60 (sixty) days from the date of the last transaction surpassing the minimum commission threshold of $50.00 USD (fifty US dollars). In the event of termination of this Agreement, Nukepills.com agrees to pay AFFILIATE any commissions then owing, subject to the withholding period of not less than 60 (sixty) days from the last transaction. If any customer acquired by AFFILIATE applies for a refund, chargeback or purchases by means of fraud, the commission payable to AFFILIATE will be reduced by that amount accordingly, regardless of when such refund or chargeback requested. Nukepills.com will not pay any commission on wholesale purchases.
11. Responsibility for Affiliate URLs. Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the Nukepills.com website and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof and the terms of its agreement(s) with Nukepills.com.
12. No Joint and Several Liability. Affiliate acknowledges and agrees that neither Nukepills.com, its subsidiaries, parents, other affiliates, vendors, directors, officers, employees, agents, successors or assigns (collectively, the “Nukepills.com Parties”), shall be liable to any party, including Affiliate, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with the Affiliate website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, Affiliate acknowledges and agrees that, notwithstanding any provision in any agreement between Nukepills.com and Affiliate to the contrary, including but not limited to any provision imposing joint and several liability on Nukepills.com, none of the Nukepills.com Parties shall be liable to Affiliate or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.
13. Affiliate Indemnification. Affiliate, at its own expense, shall indemnify, defend and hold harmless, Nukepills.com against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney’s fees, based upon or in connection with (i) any breach or alleged breach of Affiliate’s representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, or (iii) the Affiliate’s website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.
14. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date Affiliate is no longer an Affiliate of Nukepills.com pursuant to the Affiliate Program.
15. Termination. Nukepills.com may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) to Affiliate with effect from the 8th day from such notice. Nukepills.com may terminate this Agreement immediately, without notice, if Nukepills.com determines, in its sole discretion, that Affiliate has breached Affiliate’s obligations pursuant to Section 1. In addition, Nukepills.com may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) Affiliate has failed to comply with or has breached Section 3 or 4, ; (b) Nukepills.com believes in good faith that You or Your Sub-Affiliate is harming, blurring or tarnishing the Nukepills brand, any other trademark, service mark, trade name or product owned, licensed or sold by Nukepills.com or Nukepills.com’s reputation; (c) Nukepills.com believes in good faith that Your or Your Sub-Affiliate’s actions or one or more of Your or Your Sub-Affiliate’s websites is causing or would cause Nukepills.com to be in breach of its contractual obligations with third parties.
16. Modification of Agreement. Nukepills.com reserves the right to modify this Agreement upon no less than seven (7) days notice to Affiliate. Nukepills.com may modify this Agreement by notifying Affiliate, and such notification may be completed electronically via e-mail or other electronic communication. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED PARTICIPATION AS AN AFFILIATE FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.
17. LIMITATION OF DAMAGES. NUKEPILLS.COM WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF NUKEPILLS.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NUKEPILLS.COM’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY NUKEPILLS.COM TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
18. WARRANTY DISCLAIMER. NUKEPILLS.COM MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, NUKEPILLS.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
19. Independent Contractors. Nukepills.com and Affiliate are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
20. Governing Law. This Agreement is governed by and in accordance with the substantive laws of the State of North Carolina, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Charlotte, North Carolina.
21. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
22. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without Nukepills.com’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Waiver. Nukepills.com’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
24. Entire Agreement. This Agreement represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon Nukepills.com unless agreed to by an authorized representative of Nukepills.com.