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Affiliate Agreement


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   Affiliate Agreement .pdf   


Standing Up for Recovery Affiliate Agreement

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I RECITALS

a)       Spuggz offers two (2) types of programs for recovery:

§     Power of 90 Days Recovery Programs (Warriors)

§     Standing Up for Recovery – Recovery Sponsors (Heroes)

b)      Power of 90 Days and Standing Up for Recovery are both DBAs of Spuggz, LLC.

c)       Spuggz/Power of 90 Days is engaged in the business of providing education, marketing, advertising and sales for addiction, physical health, and emotional health recovery through its copyrighted recovery and regenerative, and wellness programs.  We do this through the support of our sponsors who are Standing Up for Recovery.

d)      Spuggz/Standing Up for Recovery desires to engage the services of individuals as Affiliates to represent Spuggz and its Standing Up for Recovery sponsorships and the promotion of its Power of 90 Days Recovery Programs.

e)       Spuggz/Standing Up for Recovery offers independent contractors the opportunity to register as an Affiliate and build a team of Affiliates, one (1) level deep, unlimited wide.  Affiliates can choose to passively or aggressively share and promote the Standing Up for Recovery sponsorships by devoting as much time and resources as they see fit.

f)       Affiliate shall promote the Spuggz/Standing Up for Recovery programs, products and services through social media, texts, websites, blogs, emails, and all other types of digital, relationship, and direct marketing.

g)      The minimum age limit to become an Affiliate for Spuggz/Standing Up for Recovery is 13 years of age. However, Affiliate must have a bank or PayPal account for the transfer of commission payments.

h)      Affiliates must have a valid email address, access to the internet, and a digital device such as smart phone, tablet, laptop, or desktop computer, and preferably, a printer.

i)        Affiliate shall provide true and complete information to Spuggz/Standing Up for Recovery when registering as a Spuggz/Standing Up for Recovery Affiliate and shall not register themselves under a fictitious or alias name.

j)        Affiliate’s failure to provide current and updated contact or bank information may result in Affiliate’s status being terminated and/or the delay of commission payments. 

k)      Affiliate shall promote the Spuggz/Standing Up for Recovery programs, products, and services in a professional, proper, and lawful manner.

l)        Affiliate shall not themselves, nor shall Affiliate authorize or encourage any third party to:

§  Place any Spuggz/Standing Up for Recovery/Power of 90 Days promotional materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic, or violent or that is, in the sole discretion of Spuggz, otherwise unsuitable

§  Breach the Electronic Marketing Rules

§  Place Spuggz/Standing Up for Recovery/Power of 90 Days marketing materials on any online site or other medium where the content and/or material on said website or medium infringes or aids in the infringement of the intellectual property rights of Spuggz/Standing Up for Recovery/Power of 90 Days, or any third party, copies or resembles any of Spuggz/Standing Up for Recovery/Power of 90 Days websites, in whole or in part, or disparages Spuggz/Standing Up for Recovery/Power of 90 Days, it’s programs, products, or services, or otherwise damages, in any way, the reputation or goodwill of Spuggz/Standing Up for Recovery/Power of 90 Days or its programs and services.

m)    Except where Affiliate has received prior written consent from Spuggz corporate, Affiliate may not assign, sublicense, or deal in any other manner with this Agreement or any rights under this Agreement.  Any purported assignment in breach of this Agreement shall confer no rights to the purported assignee.

n)      Unless requested otherwise, Affiliate will be listed in the Standing Up for Recovery Affiliate Directory.  
o)      Affiliates may register as an Affiliate for Spuggz/Standing Up for Recovery, either as an individual or a business. 
p)      The Affiliate warrants and represents their actions and participation in the Spuggz/Standing Up for Recovery Affiliate Opportunity is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times.  
q)      A “Good Sale” means Spuggz/Standing Up for Recovery has received payment, the payment has cleared the bank, and it has been 72 hours since the funds have cleared the bank.  Funds are considered “Good” 72 hours after they have cleared the bank to allow for buyer’s remorse.  Commissions are only paid on “Good Sales”. 
r)       Affiliate will have access to an Affiliate Homepage that will link to:
    • Affiliate Forum where Affiliates can interact with other Affiliates and Admin Support.
    • Promotional materials that Affiliate can use for promotions by attaching or embedding their cookie/link
    • Affiliate Backoffice/Dashboard to track sales, commissions, upline, downline, prospects, and customer history
s)       The vendor/payer for commissions, overrides, and bonus payments will be identified as Spuggz, LLC.
t)        Any notice to be given hereunder by any Party to the other may be affected in writing by email or United States Postal Service. Mailed notices shall be addressed to the Parties at the addresses provided at registration or updated at a later date. Affiliates agree to keep Spuggz current as to their email address, mailing addresses, and telephone number.
u)      Spuggz Contact Information:
    •    support@spuggz.com
    •    452 E. Silverado Ranch Blvd. # 478, Las Vegas, NV 89183
    •    702-848-5444 Pacific Time
v)      By executing this Agreement, Affiliate authorizes Spuggz/Standing Up for Recovery and its agents to communicate through electronic email, texts and/or fax at the numbers and addresses provided in this Agreement. 

IMPORTANT:

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, OR ARE NOT AUTHORIZED TO DO SO, DO NOT COMPLETE YOUR AFFILIATE REGISTRATION.

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

II General

2.1   General

These Terms and Conditions (the "Affiliate Agreement") govern the Affiliate Opportunity that is made available by Spuggz/Standing Up for Recovery "we" or "us"). These Terms and Conditions represent the whole agreement and understanding between Spuggz/Standing Up for Recovery and the individual or entity who participates in the Affiliate Opportunity (the "Affiliate", or "you").

Please read this agreement carefully as it represents a legally binding agreement between you and Spuggz/Standing Up for Recovery. By submitting your application and by your use of the Affiliate Opportunity, you agree to comply with all of the terms and conditions set out in this Affiliate Agreement.

2.2    Referral Tracking

Spuggz/Standing Up for Recovery will provide Affiliate with a unique Affiliate Code that is linked to the Affiliate. Only users who make a purchase or registration using the Affiliate Code, or Affiliate’s name, will be considered sales or referrals of the Affiliate and recorded as such in the Affiliate Dashboard.

Affiliate is not authorized to modify or alter the Affiliate Code in any way. Spuggz/Standing Up for Recovery is not responsible for any tracking or reporting errors that may result from any modifications or errors made by Affiliate to the Affiliate Code.

III Affiliate Opportunity - Commissions and Pay Schedule

3.1   Opportunity

Spuggz offers an opportunity for those who wish to passively share the Standing Up for Recovery sponsorships as well as for those who wish to aggressively make this a full-time business.  All Affiliates are allowed to build a team, one (1) level deep, unlimited wide, and receive an override on their team sales in addition to commissions on their personal sales.  

3.2   Commissions & Overrides

Affiliates are paid commissions on their personal sales and overrides on team sales for Standing Up for Recovery Good Sales.  There are no commissions or overrides on Power of 90 Days Recovery Program sales as the recovery member only pays a minimum amount to cover costs. 

  • Personal Sales                                25% Commission        
  • Team Overrides                             10% Commission        

3.3    Pay Schedule:

  • o  Commissions and overrides are deposited directly into Affiliates’ provided bank or PayPal account every Friday for the Good Sales from two (2) weeks prior.
  • o  Pay Period Runs Monday Thru Sunday with Automatic Deposit into Affiliate’s Bank or PayPal Account on the second Friday thereafter (To allow for the 72-hour right of rescission and time for the program, product, or service to be delivered).
  • o  Commissions, Overrides, and Bonuses are Paid Only on “Good Sales”.  A “Good Sale” has passed a 72-Hour right of recission, has not been cancelled or charged back by customer, and has not been sold under fraudulent or misleading pretenses.

3.4   Records:

Spuggz will track and maintain records of all sales and renewal activity for the purpose of calculating commissions, bonuses, and overrides, and will provide an Activity Report to the Affiliate, available on Affiliate’s back-office page. However, it is the responsibility of each Affiliate to verify the accuracy of each Commission, Override, and Bonus Report & Payment.  Affiliates shall have up to 60 days from the date of payment date to notify Spuggz should there be an error in commissions, overrides, or bonuses.  Spuggz is not liable for payment on issues or errors not brought to the attention of Spuggz within 60 days of payment date.  To notify Spuggz of a commission or payment error, Affiliate should complete the “Payment Error” sections available at the bottom of their Member Profile Page and notify Spuggz via eMail that an error has been made.  eMail support@spuggz.com.

3.5   Fraudulent Sales:

Should Spuggz suspect a sale may be fraudulent, Spuggz may, at its sole discretion, delay payment of commissions, bonuses and/or overrides associated with that sale, for up to sixty (60) days while the sale in question is being investigated and the relevant transactions are being verified.  A fraudulent sale is any sale for a Spuggz/Standing Up for Recovery program, product or service that was submitted in bad faith or with false information.   

Spuggz is not obligated to pay commissions, bonuses and/or overrides on any sale that is determined to be fraudulent and will withhold payment on any sale that is determined to be fraudulent.  If it is the case that commissions, bonuses and/or overrides were already paid on a fraudulent sale, a chargeback shall occur for the amounts paid on that sale. 

3.6   Material Breach 

Should a material breach of this Agreement occur on the part of the Affiliate, Spuggz shall not be obligated to pay commissions, bonuses, or overrides on any sales that occurred during or after the breach.  A material breach is fraudulent behavior, or an action intentionally made to harm Spuggz/Standing Up for Recovery/Power of 90 Days, or one of its directors, Affiliates, employees, sponsors, or members.

3.7   Status of Affiliate

This Agreement does not constitute a hiring by either Party. It is the Parties’ intentions that Affiliate shall have an Independent Contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Worker’s Compensation Insurance Code, 401(k) and other benefit payments and third party liability claims.  Affiliate shall retain sole and absolute discretion in the manner and means of conducting their activities and responsibilities under this Agreement.

Affiliate understands that as an Independent Contractor they are not entitled to the benefits offered to employees and hereby waives and foregoes the right to receive any benefits provided by Spuggz to its regular employees, including, but not limited to, health benefits, vacation and sick-leave benefits, profit- sharing plans such as 401(k) plans and Worker’s Compensation. This waiver is effective for the entire duration of Affiliate’s Agreement with Spuggz/Standing Up for Recovery.

As an Independent Contractor, no taxes are withheld by Spuggz. Affiliate is responsible for paying and filing the appropriate taxes for their earned income.  Affiliate recognizes and understands they will receive an IRS 1099 statement and related tax statements and will be required to file corporate and/or individual tax statements, and/or individual tax returns and to pay taxes in accordance with all the provisions of applicable Federal and State law. Affiliate hereby promises and agrees to indemnify Spuggz for any damages or expenses, including attorney’s fees and legal expenses incurred by Spuggz as a result of Affiliate’s failure to make such required payments.

3.8   Terminated Affiliates

Terminated Affiliates will receive commissions on Good Sales made prior to termination.  However, should an Affiliate be terminated due to fraud, misrepresentation or any illegal activity related to Spuggz/Standing Up for Recovery/Power of 90 Days, no commissions or overrides will be paid on outstanding sales, regardless of when the sale was made, and may be subject to chargebacks on commissions and/or overrides previously earned through unapproved methods.

3.9   Chargebacks

Should a sale be cancelled before commissions have been paid, no commission, bonus, or spiff will be paid for that sale.  Should a sale chargeback or be reversed after commissions, bonuses, or spiffs have been paid, the amount will be deducted from Affiliate’s next commission payment.  If there are not enough funds available in the next scheduled commission payment to cover the deduction(s), Affiliate’s account will remain in the negative and no commissions will be paid until such time as Affiliate’s account is in the positive.

IV Marketing and Promotions

4.1   Licensing

Spuggz hereby grants the Affiliate a non-exclusive, non-transferable, limited license to use Spuggz/Standing Up for Recovery/Power of 90 Days, logos for the sole purpose of promoting our service within the context of the Affiliate Opportunity. This license will expire upon termination of the Affiliate's participation in the Affiliate Opportunity.

4.2   Promotional Materials

Affiliates shall promote marketing and promotional materials that have been provided by Spuggz/Standing Up for Recovery/Power of 90 Days and customized with Affiliate’s Unique Code.  Affiliates are welcome to add the “Code” provided by Spuggz to the body of additional marketing, promotional information, or images, as long as the additional information or images are truthful, correct, and non-offensive, and the Code has not been altered in any way.  Altered Codes will break the link and interfere with tracking the Affiliate.  No commissions are paid on Codes broken due to being altered by the Affiliate.

Affiliates may create their own lead-capture website pages so long as such lead-capture pages and their content comply with the terms and conditions of this Agreement.  It is the Affiliate’s obligation and duty to ensure his/her online marketing tactics are truthful, not deceptive and do not mislead prospects, sponsors or members, recruits, or other Spuggz/Standing Up for Recovery Affiliates in any way. 

Affiliates may use any content created and provided by Spuggz to attach or add their customized Code for the sole purpose of promoting Spuggz/Standing Up for Recovery/Power of 90 Days.  All other uses of Spuggz/Standing Up for Recovery/Power of 90 Days materials and content is strictly prohibited.

The Affiliate will be solely responsible for his/hers own marketing and promotional activities. All marketing activities must be professional and in full compliance with all applicable laws.

Spuggz/Standing Up for Recovery/Power of 90 Days may, without prior notice, require the Affiliate to remove or modify any advertisements at Spuggz’s sole discretion.

V Scope of Work

  • Affiliate will not be required to follow or establish a regular or daily work schedule and shall use their expertise in promotions, marketing, sales, and client services to perform sales on behalf of Spuggz/Standing Up for Recovery/Power of 90 Days programs, products, and services. Affiliate shall supply all necessary equipment, materials, and supplies necessary to promote the Spuggz/Standing Up for Recovery programs, products, and services.
  • Instruction to Affiliate by Spuggz shall pertain only to the end results as detailed in the Scope of Work and shall not be considered instruction to the Affiliate on which methods they should use to perform the tasks and duties outlined in the Scope of Work. Spuggz retains the right to inspect, stop, or alter the work of the Affiliate to assure quality and its conformity with this Agreement.
  • Affiliates shall present programs, products, and services on behalf of Spuggz/Standing Up for Recovery/Power of 90 Days through promotions on social media, blogs, emails, texts, and websites. Additionally, Affiliate may physically solicit business professionals and individual consumers, through phone calls and in-person visits.
  • While Affiliate can determine the method, means, details and manner of performing the sales, Affiliate must be diligent in protecting the reputation and integrity of Spuggz/Standing Up for Recovery/Power of 90 Days.
  • Affiliate can obtain leads for prospective memberships and sales through any legal method including, but not limited to, social media contacts and connections, website directory listings, periodicals, local, regional, and national newspapers, referrals, Affiliate’s previous clients, business or personal associates, personal relationships, direct marketing, and the internet. 
  • Spuggz shall provide training in the form of a Program Guide that covers the details and procedures of our programs. It is the responsibility of the Affiliate to be familiar with the Program Guide in order to provide truthful and accurate information to prospects. Affiliates should contact their team leader or Spuggz should they have any questions or concerns or need additional clarification on a subject.  Additionally, being familiar with addiction and recovery statistics and demographics will assist the Affiliate in making more sales.
  • The Spuggz/Standing Up for Recovery/Power of 90 Days programs may be amended from time to time to update, refine, add, or remove services or programs.
  • Guarantees:  Affiliate acknowledges and understands that the Spuggz/Standing Up for Recovery/Power of 90 Days programs, topics, lessons, and information are not intended to diagnose, treat, cure, or prevent any disease.  Affiliate must not guarantee any type of medical, health, or recovery result.

Additionally, Affiliate must not make any promise or guarantee to Standing Up for Recovery sponsors that their Power of 90 Days/Standing Up for Recovery website content and/or promotions will result in a specific number of visits, sales, or actions.

VI Limitation of Liability

The Affiliate Opportunity is provided on an "as is" and "as available" basis and the use of the Affiliate Opportunity is at the Affiliate's own risk. Spuggz/Standing Up for Recovery makes no representations or warranties, either expressed or implied, with respect to the Affiliate Opportunity, or any service or information provided through the Affiliate Opportunity.

Spuggz is not responsible for any damages, injury or economic loss arising from the use of Affiliate Opportunity. Should any part of the Affiliate Opportunity cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.

The Affiliate will indemnify and hold harmless Spuggz/Standing Up for Recovery/Power of 90 Days, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs ,and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's or any third party's operations or use of the Affiliate Opportunity.

VII Modifications

Spuggz may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement on the Affiliate Homepage.

The Affiliate is responsible for reading this document from time to time to ensure that their use of the Affiliate Opportunity remains in compliance with this Affiliate Agreement.

If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Opportunity will constitute binding acceptance of such modifications.

VIII Terminations

Either Party may terminate this Agreement prior to the completion or achievement of the Scope of Work. Such termination shall not prejudice any other remedy to which the terminating Party may be entitled, either by law, in equity, or under this Agreement. 

Termination of this Agreement by either party will immediately end Affiliate’s participation and Affiliate representation of the Spuggz/Standing Up for Recovery/Power of 90 Days programs.  Should Spuggz terminate this Agreement in part, a new Agreement shall be drafted to detail the new terms and conditions and posted on the Affiliate Homepage.

www.powerof90days.com/Affiliate-Homepage

Termination of this Agreement shall end all future commissions, overrides, bonuses and/or spiffs.  Commissions, overrides, bonuses and/or spiffs earned in the current processing schedule shall be paid according to schedule and will be the final payment made to Affiliate.

Should this Agreement terminate, Affiliate shall lose access to the Affiliate Homepage and their back office/dashboard.  Affiliates will receive their final commission report via email Affiliate has provided.

8.1 Voluntary Termination

Affiliates may terminate this Agreement, with or without cause, by going to their Member Profile Page and updating the Affiliate Relationship.  

8.2   Involuntary Termination

Spuggz reserves the right to terminate the Affiliate's participation in the Affiliate Opportunity if Spuggz determines, in its sole discretion, that the Affiliate's actions or its participation in the Affiliate Opportunity is in violation of any laws, rules, regulations, or any requirements of governmental authority.

Should Spuggz terminate this Agreement, with or without cause, Affiliate shall be notified in writing by eMail at address provided by Affiliate.

IX INTELLECTUAL PROPERTY

9.1   Intellectual Property Rights

Affiliate acknowledges that Spuggz owns all intellectual property rights comprised in any and all of the Spuggz/Standing Up for Recovery/Power of 90 Days, programs, products, and services marketing materials, websites, social media accounts, forums, images, and all forms or promotions and branding.  Any use of any trademark, service mark, domain name or trade name that contains, is similar to or is comprised of Spuggz/Standing Up for Recovery/Power of 90 Days, marks, other than in accordance with the terms of this Agreement, without prior written permission, shall be unauthorized and further may constitute fraud.  By way of example, but without limitation, Affiliate may not register a domain name or email address that includes the name Spuggz/Standing Up for Recovery/Power of 90 Days, or any of our other business or program names. This includes marks or names or marks that are confusingly similar to Spuggz/Standing Up for Recovery/Power of 90 Days, or any of our other business or program names such as Warriors & Heroes.  Affiliate agrees to transfer any domain name, email address or trademark application or registration in respect of Spuggz/Standing Up for Recovery/Power of 90 Days, , or our other business or program names, marks, or marks confusingly similar to Spuggz/Power of 90 Days, that Affiliate may hold or control, to Spuggz upon demand, Affiliate further agrees not to attack or challenge Spuggz’s ownership of and title to Spuggz/Standing Up for Recovery/Power of 90 Days, Warriors & Heroes,  B.L.A.C.K. C.A.T. EGT, Layers-Becoming Me, or our other business, division, program, product, or service names in any way.

9.2   Digital Names     

Affiliate shall not create, obtain, or purchase emails, domain names, business names, websites, blogs or any other form of advertising and promotions that use the names Spuggz/Standing Up for Recovery/Power of 90 Days, Warriors & Heroes, or the names of other Spuggz’s programs, in its title as these are legal trademarks and service marks of Spuggz/Power of 90 Days.

9.3   Content  

The content of all Spuggz/Standing Up for Recovery Power of 90 Days, websites, articles, forums, press releases, videos, promotional materials, social media sites, blogs and any other Spuggz, event or promotions is copyrighted material.  Affiliates may not produce for distribution or sale any recorded Spuggz/Standing Up for Recovery/Power of 90 Days, events and speeches without written permission from Spuggz.

X CONFIDENTIAL AND PROPRIETARY INFORMATION

Proprietary and confidential information is considered material to the success of Spuggz/Standing Up for Recovery and its Power of 90 Days programs.

10.1   Proprietary Information

Affiliate agrees not to disclose or communicate, in any manner, either during or after Affiliate’s Agreement with Spuggz/Standing Up for Recovery/Power of 90 Days, proprietary information about Spuggz/Standing Up for Recovery/Power of 90 Days, it programs, products, and services, its operations, sponsors, members, or any other proprietary information that relate to the business of Spuggz/Standing Up for Recovery/Power of 90 Days including, but not limited to, the names of its sponsors, members, prospects, its marketing strategies, business relationships or any other information of any kind which would be deemed confidential, a trade secret, a sponsor or student list, or other form of proprietary information of Spuggz/Standing Up for Recovery/Power of 90 Days.

10.2   Confidentiality  

Affiliate shall maintain the confidentiality of any mailing list or database and any individual prospect, sponsor, or member information and shall not lease, rent, trade, transmit or otherwise disseminate the confidential or proprietary information, in whole or in part, to any third party and shall not use any confidential or proprietary information for personal use or for use with a company, program service or product that is not a Spuggz/Standing Up for Recovery  program. 

XI NON-COMPETE – NON-CIRCUMVENTION

11.1     Non-Compete – Non-Circumvention

Affiliate acknowledges that Spuggz shall or may in reliance of this Agreement provide Affiliate access to trade secrets and other confidential data and goodwill. Affiliate agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. 

11.2   Intent

Affiliate affirms they are not registering as an Affiliate for the purpose of learning trade secrets of Spuggz/Standing Up for Recovery/Power of 90 Days, its programs, products, services, or operations.

XII REMEDIES

Without limiting the foregoing, in the event of a breach of this Agreement by Affiliate or agents of Affiliate, Spuggz shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, and Spuggz  shall have no obligation to make any further compensation or other payment to Affiliate that may come due after said breach.  Additionally, should it be determined that previous compensation was paid to the Affiliate for commissions and overrides earned through a breach of this Agreement, Spuggz shall be entitled to recover those commissions, bonuses, spiffs and/or overrides.

XIII INDEMNIFICATION

Affiliate agrees to indemnify and hold Spuggz/Standing Up for Recovery/Power of 90 Days and its subsidiaries, Affiliates, officers, partners, owners, and employees harmless from any claim or demand, including reasonable attorneys’ fees, expert witness fees, and costs of litigation made by any third party due to or arising out of Affiliate’s representation and/or use of the Spuggz/Standing Up for Recovery/Power of 90 Days programs, products, and services, use of Affiliate’s account by any third party, the violation of the terms and conditions of use by Affiliate, or the infringement by Affiliate or any third party using Affiliate’s account of any intellectual property or other right of any person or entity.

XIV ATTORNEY’S FEES AND COSTS

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements incurred both before and after judgment in addition to any other relief to which such Party may be entitled.

XV MEDIATION AND ARBITRATION

Except with respect to a claim by Spuggz that Affiliate has breached their obligations of this Agreement, all disputes between Parties arising in any manner out of this agreement, shall first be attempted to be resolved through a face-to-face meeting between authorized Affiliates of the Parties.  Any such meeting shall take place online via “Zoom” meeting, or at such other location as the Parties may agree.  Any dispute not resolved through such face-to-face meeting shall be attempted to be resolved through non-binding mediation under the applicable rules of the American Arbitration Association.  Any such mediation shall take place online via a “Zoom” meeting, or at such other location as Parties may agree.  Any dispute not resolved through non-binding mediation shall be resolved by binding arbitration before a single arbitrator under the Federal arbitration act and Commercial Rules of the American Arbitration Association. The award of arbitrator shall not be subject to appeal and may be enforced in any court having jurisdiction to do so.      

XVI WARRANTIES AND REPRESENTATION

Each Party of this Agreement acknowledges that no Affiliate representations, inducements, promises or agreements, orally or otherwise, have been made by any Party hereto, or anyone acting on behalf of any Party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all Parties hereto.

Spuggz makes no warranties or Affiliate representations, whether expressed or implied, with respect to Affiliate income. All examples of potential income are presented for the express purpose of providing a sample of income an Affiliate could earn.

XVII PARTIAL INVALIDITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

The failure of either Party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other Party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed waiver of relinquishment of that right or power for all or any other times.

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law.  However, if any provision of this Agreement is held invalid, illegal, or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof. 

XVIII GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, and construed under, the laws of the State of Nevada. jurisdiction and venue for all intents and purposes shall be in the County of Clark.

XIX CONTAINMENT OF THIS ENTIRE AGREEMENT

This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the Parties hereto, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth herein.

Any modification of this Agreement will be effective when Affiliate is notified via eMail and new Agreement is posted on the Affiliate Homepage.  Should such a modification occur, Affiliate has the choice of accepting modification or terminating their Affiliate status.  www.powerof90days.com/Affiliate-Homepage

XX COMMENCEMENT OF AGREEMENT

This Agreement shall commence and be in full force immediately upon Affiliate’s completed online registration and will continue until termination by either party.

Spuggz

  • 702-848-5444 Pacific Time
  • Mailing Address: 425 E. Silverado Ranch Blvd. #478, Las Vegas, NV  89183
  • Email Address: support@Spuggz.com
  • Website: https://www.Power of 90 Days.com