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LES ELEMENTS MEDICAL SPA
(Please Print this Information for Personal Reference)
This Affiliate Agreement ("Agreement") sets forth the terms and conditions of an individual’s or organization’s (the "Affiliate") use of Les Element's services ("Les Elements, LLC.") company/affiliate sponsoring program. The Les Elements Affiliate Program shall hereinafter be referred to as the "Program." In this Agreement, "we" and "us" means Les Elements and "you" means the Affiliate participating in the Program. The "Les Elements" or "Our Site" means the web site located at http://www.leselements.com. "Your Site" means the web site upon which you establish the Links to Our Site as part of this Program. The "Les Elements" means Les Elements spa services, and other products and services that Les Elements may offer through the Program.
1. Enrollment in the Les Elements Affiliate Program To begin the enrollment process, you must submit a properly completed Sign-Up application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it:
In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.
2. Affiliate Responsibilities
3. Referral Fees No referral fees apply. This program is an exchange of referral on the part of our company "us" and your company "you." 4. Licenses and Use of the Les Elements Logos and Trademarks We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so You or users of Your Site can have direct use of our Services. You may not alter, modify or change the Licensed Materials in any way. Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize. The licenses described in this Article shall expire upon the written notification of either party.
5. Obligations Regarding Your Site You will be solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site 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.
6. Term of this Agreement and Termination This Agreement will begin upon our acceptance of your Program application and continue indefinitely: a. You may terminate this Agreement by
notifying us in writing.
7. Modification We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email. Modifications may include, but are not limited to, changes in the Program rules. If any modification is unacceptable to you, You may terminate the agreement at any time by providing Les Elements with written notice. Your continued participation in the Program following a modification will constitute binding acceptance of the change.
8. Relationship of Parties You and Les Elements are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. 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 Article.
9. Representations and Warranties Except as otherwise stated in this Article, we make no express or implied warranties or representations with respect to the Program or any GlobalFront Web Services services sold through the Program (including, without limitation, warranties of fitness, merchantability or 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 Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors
10. Limitation of Liability We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.
11. Indemnification You hereby agree to indemnify and hold harmless Les Elements, LLC., its 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, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.
12. Notification All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Les Elements, LLC. All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested.
13. Construction If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
14. Governing Law This Agreement will be governed by the laws of the United States and State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the southern District of the State of Florida, and you irrevocably consent to the personal and subject matter jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
15. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. For more information e-mail: |