Affiliate Program - Terms and Conditions

As used in this Agreement, the terms, “we,” “our” and “BT” refer to BodyTuned.com and the terms “you” and “your” refer to the undersigned.

To begin the enrollment process, you will need to review the terms of the agreement and indicate your acceptance of these terms by clicking “I Agree” at the bottom of the page. Once you have agreed to the terms, you will be linked to our Affiliate Application. After you submit a complete Affiliate Application via our website, we will evaluate your application and notify you of your acceptance or rejection in a timely manner. The terms of this Agreement will begin upon our acceptance of your Affiliate Application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all BT graphic and/or textual links (each of these links referred to herein as “Links” or, individually, as a “Link”) within 24 hours of receipt of notice. You are only eligible to earn commission on sales incurred during the term, and commissions earned through the date of termination will remain payable only if the related BT product orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

The BT products
Affiliate sales of BT products will qualify for a commission when each of the following conditions is met:
To qualify for commission, all orders must contain your ID Code; BT products are billed and shipped directly to your customer by BT; and BT products are purchased by your customers by one of the following methods:
Your customer may click on the BT link on your website and purchase BT products. They must use your ID Code when placing the order, for you to get your commission; Your customer contacts the Sales Department at BT, via phone, or email, and places the order; or You contact the Sales Department at BT, via phone, or email, and place the order for your customer.

Commission will be based on the aggregate amount actually paid to BT for qualifying purchases, excluding amounts collected by BT for sales tax, duties, and shipping and handling. Commission rates are as follows: Commission rate will be equal to 5 to 20% of net sales for qualifying purchases. The commissions to be paid under this Agreement may not be assigned by you to any third party. Once BT has received payment and verified that the qualified product(s) has not been returned within the 30-day money back guarantee time period, total commissions due to you (based on qualifications listed above) will be paid quarterly.

Customers purchasing BT products through the Affiliate Program will be deemed BT customers. All BT rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, and BT product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We will solely determine the prices to be charged for BT products sold under the Affiliate Program in accordance with our own pricing policies. You may not include price information on your website other than pricing information that is made available on Links we provide to you. Prices and availability of BT products 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.

General Terms & Conditions

Publicity/Use of our name
You cannot create, publish, distribute, or print any material that makes reference to BT or uses our name or any of our trademarks, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to BT and receiving our written consent. BT Affiliates are also prohibited from displaying in fairs and exhibitions, without prior written permission from BT. BT Affiliates may not interfere with the sales process of BT show personnel. BT Affiliates may NOT place the name BT, BT product names, BT Free Shipping or any derivative thereof in internet page titles or meta-tags. UNDER NO CIRCUMSTANCES SHOULD THE NAME BT [BODYTUNED] OR ANY DERIVATIVE THEREOF LEAD DIRECTLY TO AN AFFILIATE WEBSITE ON THE INTERNET!

Relationship of parties
The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Members of the Affiliate Program are “independent businesses” and are not considered to be employees or agents of BT. As an independent business, you are in no way authorized to represent or to make claims for or in behalf of BT, directly or indirectly, written or otherwise expressed, without previous written permission of BT. All advertising, literature, etc. of BT products must be pre-approved in writing by BT. BT is not responsible for any content or information other than that which is produced by BT and which has not been altered or used inappropriately. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate network or any BT products sold through the Affiliate network (including without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

Website eligibility
We may reject your application if we determine (in our sole discretion) that your website (if applicable) is unsuitable for the Affiliate Program for any reason. This includes websites that contain material that is harmful, threatening, defamatory, obscene, explicit, harassing, or racially, ethically, or otherwise objectionable. This includes websites that promote explicit materials, violence; discrimination based on sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or infringe or otherwise violate any copyright, trademark, or other intellectual property rights, or are unsuitable for linking to any BT website.

Website Link for BT products
We will be responsible for providing all information necessary to allow you to make appropriate Links for the BT products from your website to our website, however, all Links must be approved by us. We will be solely responsible for processing orders placed on our website by a customer following a Link from your website or by contacting BT (see Section 2) to place an order using the ID Code. Tracking sales statistics will be available to you at a later date. We reserve the right to reject orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to the purchase.

Promotion of our Affiliate relationship
As an Affiliate website, we will make available to you a variety of Links which, subject to the terms and conditions hereof, you may display on relevant areas of your website. These Links will be made available through our online resource center (available in the future) or by contacting us directly. The Links will serve to identify your website as a member of our Affiliate Program and will establish a Link from your website to ours.

Affiliate website responsibilities
You, as an Affiliate, are aware that BT has the legal right to refuse to sell, or allow any of its trademarked products to be sold, to anyone who in our opinion will cause harm to the image or marketability of our products. If we allow you to sell our trademarked products on your website, you agree to abide by the following conditions:
In utilizing the Links, you as an Affiliate, agree that you will cooperate fully with us in order to establish and maintain such Links. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Links between our website and yours are properly formatted. If you qualify and agree to participate as an Affiliate in our Program, you shall display Links prominently in relevant areas of your website subject to any and all limitations herein and with our consent. BT has the right, based on our sole discretion, to monitor your website at any time to determine if you are in compliance with the terms of this Agreement. You, as an Affiliate, agree not to buy or encourage others to buy BT products through your links for subsequent resale. Sale of new BT products on auction sites such as eBay®, or similar, are strictly prohibited. You recognize that Four Winds, Inc. and the names BT and WEBNAT.COM are registered names that cannot be used in your URL, title, or meta tags for search engine purposes. You, as an Affiliate, agree that the Links will in no way affect or alter the look, feel, or functionality of our website. Without limiting the generality of the foregoing, you are expressly prohibited from framing our website in any manner, including without limitation causing your website’s tool bar to appear on our website. You as an Affiliate, shall not alter, modify, or expand the Links in any way without our express prior written consent. You recognize that bidding on any of the registered BT names (or confusingly similar names) on any pay-for-placement search engine, such as overture.com®, findwhat.com®, google.com™ or Ask Jeeves® is strictly prohibited. You may not use the term BT in your keyword metatags to display under search engines. Unnecessary or repetitive use of the registered BT names (or confusingly similar names) on your website is prohibited. You may not utilize, advertise or otherwise promote any BT promotional code or coupon without first obtaining our written permission.
Your website must clearly state its complete legal name, full address and telephone number.
If the above conditions have not been met, BT necessarily reserves the right to revoke your right to link to our website and to terminate your involvement in the Affiliate Program.

Obligations regarding your website
You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. Such responsibilities include, but are not limited to, the technical operation of your website and all related equipment; the accuracy and propriety of materials posted on your website (including but not limited to, all BT product related materials); ensuring that materials posted on your website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless for all claims, damages, and expenses, including, but not limited to attorneys’ fees, relating to the development, operation, maintenance, and contents of you website. YOU HEREBY AGREE THAT YOUR WEBSITE WILL NOT, IN ANY WAY, COPY OR RESEMBLE THE LOOK AND FEEL OF OUR WEBSITE NOR WILL YOU DO ANYTHING TO CREATE THE IMPRESSION THAT YOUR WEBSITE IS OUR WEBSITE OR PART OF OUR WEBSITE, INCLUDING WITHOUT LIMITATION, FRAMING OUR WEBSITE IN ANY MANNER. YOU ALSO HEREBY AGREE THAT YOUR WEBSITE WILL NOT CONTAIN ANY CONTENT OF OUR WEBSITE OR ANY MATERIALS WHICH ARE PROPRIETARY TO BT, EXCEPT (A). WITH OUR PRIOR WRITTEN PERMISSION OR (B) IF THE MATERIALS WERE OBTAINED BY YOU VIA THE BT ON-LINE RESOURCE WEBSITE AVAILABLE AT A LATER DATE IN ACCORDANCE WITH THE PROVISIONS HEREOF OR THE POLICIES OR INSTRUCTIONS THEREIN. YOU FURTHER HEREBY AGREE THAT YOUR DOMAIN NAME OR PAGE ADDRESSES DO NOT CONTAIN ANY OF THE FOLLOWING WORDS: BT, INC. OR ANY VARIATION THEREOF. YOU FURTHER HEREBY AGREE THAT YOUR WEB PAGES WILL NOT USE BT, VITAMIX, OR ANY VARIATION THEREOF IN KEYWORD META TAGS IN YOUR PAGES’ HTML CODE TO AID IN SEARCH ENGINE MARKETING AND RANKINGS.

Licenses and usage of BT logos and trademarks
We grant you a non-exclusive, non-transferable, revocable right to 1) access our website through the Links solely in accordance with the terms of this Agreement and 2) to use our marks and logos only in the format that we have provided to you (the “Marks”) (or such other images or messages for which we grant prior express written permission, hereafter “Pre-approved Images”) solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Affiliate Program. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership and right to use and control the use of our Marks. You further agree that all uses of our Marks by you shall inure to our benefit of and on behalf of us and agree that nothing in this Agreement shall give you any right, title or interest in our Marks other than to use the Marks in connection with this Agreement. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light. We may revoke your status at any time by giving you written or verbal notice. Your Affiliate status will be terminated upon the date of the breach of this Agreement.
You grant us a non-exclusive license to utilize your names, titles, and logos (“Affiliate Marks”) to advertise, market, promote, and/or publicize in any manner, provided however, that we shall not be required to do so. This license shall terminate upon the date of the expiration, termination or breach of this Agreement.

Representations and warranties
You hereby represent and warrant to BT as follows:
You will use the Links only as authorized hereunder, This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. The execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict or violate any provision of law, rule, or regulation to which you are subject, any provision of your bylaws or certificate of incorporation, or any Agreement or other instrument applicable to you or binding upon your assets or properties. You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any Agreement or other instrument applicable to you or binding upon your assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you.

To the best of your knowledge there is no pending threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery, or consummation of this Agreement, or the Affiliate Marks. To the best of your knowledge there is no basis for any such claim, action, or proceeding.

Modification
We reserve the right to modify any terms and conditions contained in this Agreement at any time. A change notice will be posted on our website. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Affiliate network rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate network following our posting of a change notice or new agreement on our website will constitute your binding acceptance of the change.

Confidentiality
Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us, you, or any of our affiliates. Such information shall not be utilized, directly or indirectly by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to delivery a copy of any such information to any person pursuant to a subpoena issued by any court or administrative agency, to its accountants, attorneys, or other agents on a confidential basis, and otherwise as required by applicable laws, rules, regulations, or legal processes.

Limitation of liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

Indemnification
You hereby agree to indemnify and hold harmless BT and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees any or all of the foregoing hereinafter referred to as “losses”) insofar as such losses, or actions in respect thereof, arise from or are based on:
any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, any failure or breach of any representation, warranty, covenant, or agreement made by you herein, any misuse of our name or trademarks, or
any claim related to your website, including, without limitation, content therein not attributable to BT.
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 (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Governing law
This Agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in federal or state courts located in Orlando, Florida, and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, however, we shall have the right to assign our rights hereunder to any of our related or affiliated entities. Subject to that restriction, this Agreement will be binding on, for the benefit of, and enforceable against the parties and their respective successors and assignees. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right or subsequently to enforce such a provision or any other provision of this Agreement.