By clicking on “I agree” (or a similar box or button) when you sign up to be an Affiliate for HealedLovedFed ("HLF"), a "doing business as" for Urban Yoga Chicago, or participate in any Affiliate Program activities, you agree to be bound by the following Affiliate Program Agreement (the “Agreement”). The Agreement is between you, as affiliate (“You” or “Affiliate”), and Urban Yoga Chicago, Inc. (“UYC”), also referred interchangeably throughout this page as "HLF/UYC" or "HLF". Each of Affiliate and Kajabi may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at https://healedlovedfed.com/affiliate-program-terms-conditions. HLF/UYC reserves the right to update and change the Agreement by posting updates and changes here: https://healedlovedfed.com/affiliate-program-terms-conditions. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Affiliate Program, You agree with and accept all of the terms and conditions contained in this Agreement, and HLF/UYC's other policies, including but not limited to HLF/UYC's Privacy Policy and HLF/UYC's Terms of Service (collectively, “HLF/UYC's Policies”). For the avoidance of doubt, all such HLF/UYC's Policies form part of this Agreement and are incorporated by reference.

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1. Affiliate Responsibilities

1.1. Marketing Activities

1. Affiliate will bear all costs and expenses related to Affiliate’s marketing or promotion of HLF, UYC or Affiliate’s products or services associated with Affiliate’s participation in the Affiliate Program (collectively, “Affiliate Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by HLF/UYC in its sole discretion.
2. In no event will Affiliate engage in any Affiliate Marketing Activities except as expressly set forth in this Agreement. In conducting all Affiliate Marketing Activities, Affiliate will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
3. Without limiting the generality of Section 1.1.2, Affiliate will (i) not send any email regarding HLF or UYC to any individual or entity that has not requested such information; (ii) always include Affiliate’s contact information and “unsubscribe” information in any email regarding HLF or UYC; and (iii) not imply that such emails are being sent on behalf of HLF or UYC.
4. An Affiliate will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to HLF/UYC; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to HLF/UYC; (iii) make any false, misleading or disparaging representations or statements with respect to HLF/UYC; (iv) solicit any of HLF or UYC's customers to leave HLF/UYC; (v) copy, resemble or mirror the look and feel of HLF or UYC's websites, HLF/UYC's Trademarks (as defined below) or HLF/UYC's services or otherwise misrepresent Affiliate’s affiliation with HLF or UYC; or (vi) engage in any other practices that may adversely affect the credibility or reputation of HLF and thereby UYC, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to HLF/UYC or the Affiliate’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates HLF/UYC’s Terms of Service.
5. Anything Affiliate communicates in marketing or advertising any HLF/UYC service or opportunity must be true and accurate. Claims that relate to any HLF/UYC service or opportunity that are untrue or fraudulent are strictly prohibited. Affiliate may not claim that any government, person, or entity endorses or supports HLF/UYC. Affiliate may not use the intellectual property of any other person or entity in advertising any HLF/UYC service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Affiliate will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities

1. Affiliate will not promote or advertise HLF/UYC on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
2. Affiliate will not use its links directly in any pay-per-click advertising;
3. Affiliate will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the HLF/UYC Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the HLF/UYC Trademarks.
4. Affiliate will not create or participate in any third party networks or sub-affiliate networks without the express written permission of HLF/UYC.
5. Affiliate will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
6. Affiliate will not use direct linking to any page on any HLF/UYC website, without prior written permission from HLF/UYC.
7. Affiliate will not mask its referral sites or use deceptive redirecting links.
8. Affiliate will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of HLF/UYC, any other customer or partner of HLF/UYC, or HLF/UYC itself.

1.4. FTC Guidelines

1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Affiliate Program with HLF/UYC, Affiliate receives compensation for referrals made to HLF/UYC. This may establish a “material connection” according to FTC rules, which creates an obligation for Affiliate to provide disclosure to consumers.
2. Full compliance with these guidelines requires, among other things, that (a) Affiliate  clearly and conspicuously disclose that Affiliate is being compensated for referring customers to HLF/UYC; and (b) Affiliate is not engaged in misleading or deceptive advertising. For further information Affiliate should refer to the statement released by the FTC regarding these guidelines.

1.5. Other Affiliate Terms

1. If the Affiliate is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Affiliate activities.
2. You confirm that You are becoming an Affiliate for the purposes of carrying on a business activity and not for any personal, household or family purpose.
3. To become an Affiliate, Affiliate must create an Affiliate Account by providing all information indicated as required. HLF/UYC may reject an application for an Affiliate Account for any reason, in its sole discretion. Affiliate acknowledges that HLF/UYC will use the email address provided by Affiliate as the primary method for communication. Affiliate is responsible for keeping its Affiliate Account password secure. HLF/UYC cannot and will not be liable for any loss or damage arising from Affiliate’s failure to maintain the security of the Affiliate Account and password.
4. Affiliate acknowledges and agrees that Affiliate will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Affiliate.
5. Affiliate will promptly inform HLF/UYC of any information known to Affiliate that could reasonably lead to a claim, demand or liability of or against HLF/UYC by any third party.
6. Affiliate acknowledges and agrees that HLF/UYC may amend this Agreement at any time by posting the relevant amended and restated Affiliate Program Agreement on HLF/UYC’s website, available at https://healedlovedfed.com/affiliate-program-terms-conditions and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, HLF/UYC will provide reasonable notice by email. Affiliate’s continued participation in the HLF/UYC Affiliate Program after the amended Affiliate Program Agreement is posted to HLF/UYC’s website constitutes Affiliate’s agreement to, and acceptance of, the amended Agreement. If Affiliate does not agree to any changes to the Agreement, Affiliate must terminate the Agreement by discontinuing its participation in the HLF/UYC Affiliate Program.
7. Affiliate acknowledges and agrees that Affiliate’s participation in the HLF/UYC Affiliate Program, including information transmitted to or stored by HLF/UYC, is governed by the HLF/UYC Privacy Policy found at https://healedlovedfed.com/policies/privacy.

2. Referral Fees

2.1. Payment of Fees

1. Upon acceptance into the Affiliate Program, You will be assigned one or more unique Affiliate URLs that You will use to advertise HLF. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a HLF account by using Your Affiliate URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.
2. Subject to Affiliate’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to HLF/UYC monthly or annually. The referral fee amount is 18% of all fees received by HLF/UYC for a Sold Account (the “Referral Fees”). Payments of any Referral Fees will be made by the 15th of each month following HLF/UYC’s receipt of such payments.
3. Referral Fees are paid only for transactions that actually occur between HLF/UYC and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by HLF/UYC, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Affiliate account within 30 days from such referral’s subscribing to HLF/UYC’s services, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Affiliate account, a referral must either use your affiliate link directly or reach out to [email protected] within those first 30 days requesting to be linked.  Sold Account’s to If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the Referral Fee will be deducted from any future Referral Fees. If HLF/UYC determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to HLF/UYC’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by HLF/UYC after payment, such amounts shall be deducted from any future Referral Fees. A referral may request at any time to be removed from Your Affiliate Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.

2.2. Affiliate Representations; Taxes

1. Affiliate hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Affiliate's business, if any, such as licensing, tax and other business operation requirements.
2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from UYC. If You are not a resident of the United States, HLF/UYC may withhold tax (including without limitation VAT) where required to by applicable law. Where HLF/UYC is required to withhold tax, HLF/UYC will document such withholding.

2.3. Inventory Loading/Rebates

Affiliate will not be paid any Referral Fees for payments made on Your own User Account(s). Affiliate is not permitted to open a HLF/UYC account under the name of another person or entity, or under a fictitious name. Affiliate is not permitted to open a HLF/UYC account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Affiliate may not pay for another person’s account. Affiliate is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to HLF/UYC all Referral Fees earned as a result of any such violation.

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3. Termination

3.1. Termination

1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
2. Fraudulent or other unacceptable behavior by Affiliate, including breach of any HLF/UYC Policies, as determined by HLF/UYC in its sole discretion, may result in one or more of the following actions being taken by HLF/UYC: (a) termination of Your affiliation with HLF/UYC in its entirety and termination of all services provided to You; (b) suspension of some or all Your privileges under the Affiliate Program; and/or (c) termination of Your Affiliate account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
3. 3.2. Results of Termination

1. Upon termination of this Agreement: (a) Affiliate will immediately cease displaying any HLF/UYC Materials (as defined below) or any HLF/UYC Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Affiliate under this Agreement will immediately cease, including but not limited to the right of Affiliate to access the Affiliate Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by HLF/UYC in its sole discretion.
2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of HLF/UYC), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

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4. Intellectual Property Rights

4.1. HLF/UYC Materials

1. All HLF/UYC Materials will be solely created and provided by HLF/UYC unless otherwise agreed to by HLF/UYC in writing in advance. HLF/UYC will provide Affiliate with copies of, or access to, HLF/UYC Materials. By using the HLF/UYC Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the HLF/UYC Materials. The HLF/UYC Materials are provided “as is” and without warranty of any kind.
2. Affiliate may display HLF/UYC Materials on its websites solely for the purpose of marketing and promoting HLF/UYC and its services during the term of this Agreement, or until such time as HLF/UYC may, upon reasonable prior notice, instruct Affiliate to cease displaying the HLF/UYC Materials. Affiliate may not alter, amend, adapt or translate the HLF/UYC Materials without UYC's prior written consent. Nothing contained in any HLF/UYC Materials will in any way be deemed a representation or warranty of HLF/UYC. The HLF/UYC Materials will at all times be the sole and exclusive property of HLF/UYC and no rights of ownership will at any time vest with Affiliate even in such instances where Affiliate has been authorized by HLF/UYC to make changes or modifications to the HLF/UYC Materials.
3. “HLF/UYC Materials” means any marketing or promotional materials relating to HLF/UYC or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the HLF and UYC Trademarks.

4.2. HLF and UYC Trademarks

1. During the term of this Agreement, HLF/UYC hereby grants to Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the HLF and UYC Trademarks for the sole purpose of marketing and promoting HLF/UYC and its services. Affiliate acknowledges and agrees that: (a) it will use HLF/UYC’s Trademarks only as permitted under this Agreement; (b) it will use the HLF and UYC's Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by HLF/UYC in writing from time to time; (c) the HLF and UYC Trademarks are and will remain the sole property of UYC; (d) nothing in this Agreement will confer in Affiliate any right of ownership in the HLF/UYC Trademarks and all use thereof by Affiliate will inure to the benefit of HLF/UYC; (e) Affiliate will not, now or in the future, apply for or contest the validity of any HLF and UYC Trademarks; and (f) Affiliate will not, now or in the future, apply for or use any term or mark confusingly similar to any HLF or UYC Trademarks.
2. “HLF/UYC Trademarks” means the trademarks, logos, service marks and trade names of HealedLovedFed and Urban Yoga Chicago, Inc, whether registered or unregistered, including but not limited to the word mark HealedLovedFed, Urban Yoga Chicago, HLF, UYC, Sacred Playground its designs.

4.3. Trademark Usage Guidelines

Affiliate shall only use and visually present the HLF and UYC Trademarks as follows. Affiliate agrees that Your use of the HLF and UYC Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Affiliate Program, this Agreement, and the license and/or permission to use the HLF and UYC Trademarks.

1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
2. The HLF and UYC Trademarks are our exclusive property. All goodwill that results from Your use of the HLF and UYC Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the HLF/UYC Trademarks. 
3. The HLF/UYC Trademarks must be used in a respectful manner. The HLF/UYC Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the HLF/UYC Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
4. You may use the HLF/UYC/ Sacred Playground® mark to advertise HLF/UYC in your non-paid advertising. Any time You use the HealedLovedFed, Urban Yoga Chicago, or Sacred Playground® mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for HLF/UYC. Whether Your use of HealedLovedFed, Urban Yoga Chicago, or Sacred Playground® is confusing will be determined by UYC in UYC’ sole and absolute discretion.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee or representative of HealedLovedFed, a subsidiary of Urban Yoga Chicago, Inc. I am an independent HLF/UYC Affiliate and I receive referral payments from HLF/UYC in this role. All opinions expressed herein are my own and are not official statements of HLF/UYC or any party affiliated with HLF/UYC.

4.4. Restrictions on Affiliate’s Use of the HLF/UYC Trademarks

Notwithstanding Section 4.1, Partner will not:

1. use the HLF/UYC Trademarks or variations or misspellings thereof in Affiliate’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by UYC in advance of each use; or
2. purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the HLF/UYC Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the HLF/UYC Trademarks.

4.5. Proprietary Rights of HLF/UYC

As between Affiliate and HLF/UYC, the HLF/UYC Materials, HLF/UYC Trademarks, all information relating to HLF/UYC’s services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of HLF/UYC or otherwise related to HLF/UYC’s services, the Affiliate Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “UYC Property”) will be and remain the sole and exclusive property of UYC. To the extent, if any, that ownership of any UYC Property does not automatically vest in UYC by virtue of this Agreement, or otherwise, and vests in Affiliate, Affiliate hereby transfers and assigns to HLF/UYC, upon the creation thereof, all rights, title and interest Affiliate may have in and to such UYC Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

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5. Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with an Affiliate’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between HLF/UYC and Affiliate, any information related to a HLF/UYC customer or other partner is the Confidential Information of HLF/UYC.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

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6. Disclaimer of Warranty

The HLF/UYC Affiliate Program, the HLF/UYC services, the HLF/UYC Trademarks, and the HLF/UYC Materials are provided “as-is”. HLF/UYC makes no warranties under this Agreement, and HLF/UYC expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, HLF/UYC further disclaims all representations and warranties, express or implied, that the HLF/UYC services, the HLF/UYC Trademarks, or the HLF/UYC Materials satisfy all of Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.

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7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

HLF/UYC will have no liability with respect to the HLF/UYC Affiliate Program, the HLF/UYC services, the HLF/UYC Trademarks, the HLF/UYC Materials or HLF/UYC’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from HLF/UYC’s services, the HLF/UYC Trademarks, the HLF/UYC Materials or Affiliate’s participation or inability to participate in the Affiliate Partner Program, even if HLF/UYC has been advised of the possibility of such damages. In any event, HLF/UYC’s liability to Affiliate under this Agreement for any reason will be limited to the Referral Fees paid to Affiliate by Kajabi during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Affiliate Indemnification‍

Affiliate agrees to indemnify, defend and hold harmless HLF/UYC and the directors, managers, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to HLF/UYC granted by Affiliate to any third party; (d) Affiliate’s breach of any term of this Agreement or the HLF/UYC Policies (including any documents it incorporates by reference); (e) any third party claim that Affiliate’s products or services infringes the intellectual property or other rights of a third party; (f) Affiliate taxes, including any audits or penalties related thereto; and (g) the performance, non-performance or improper performance of the Affiliate’s products or services.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Affiliate with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.‍

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8. General provisions

8.1. Force Majeure

HLF/UYC will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither HLF/UYC nor the Affiliate will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Affiliate’s email address listed in the Affiliate Account, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Affiliate at the address provided in the Affiliate Account, and to Urban Yoga Chicago at 1322 Oakton St, Evanston, IL, 60202, Attention: Legal Department.

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all HLF/UYC Policies listed on healedlovedfed.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither HLF/UYC nor the Affiliate will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. HLF/UYC will be permitted to assign this Agreement without notice to or consent from Affiliate. Affiliate will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without HLF/UYC’s prior written consent, to be given or withheld in HLF/UYC’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Cook County, Illinois and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials

HLF/UYC is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Affiliate’s products or services, provided that HLF/UYC does not use Affiliate’s Confidential Information in so doing.

8.10. Modifications to this Agreement

HLF/UYC may modify this Agreement (including any HLF/UYC Policies) at any time by posting a revised version on the HLF website or by otherwise notifying Affiliate in accordance with Section 8.4. By continuing to participate in the Affiliate Program after the effective date of any modifications to this Agreement, Affiliate agrees to be bound by the modified terms. It is Your responsibility to check the HLF/UYC website regularly for modifications to this Agreement.  We last modified this Agreement on the date listed on the end of this Agreement.  

8.11. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8.12. Non-exclusive remedies

In the event of any breach or threatened breach by Affiliate of any provision of this Agreement, in addition to all other rights and remedies available to HLF/UYC under this Agreement and under applicable law, HLF/UYC will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Affiliate’s access to the Affiliate Program; (c) receive a prompt refund of all amounts paid to Affiliate under this Agreement,;and (d) be indemnified for any losses, damages or liability incurred by HLF/UYC in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained within the Agreement.