This Affiliate Agreement (“Agreement”) contains the terms and conditions that apply to participation in the MeetPositives Affiliate Program (“Program”) as operated by Positive Group LLC (“Company”, “we”, “our”).  The Program involves our Affiliates providing a referral web link (“Affiliate Web Link”) on their website(s) (collectively, “Affiliate Site”) to our website (“Website”).   We then track referrals from our Affiliates and pay them a commission for completed subscriptions to our Website (“Subscriptions”).  When referring to you in this Agreement, we may use the terms, “you” and “your”, as well as make references to you as an Affiliate, your Affiliate Web Link, and Affiliate Site.

1. Appointment and Acceptance.  With regards to your appointment and acceptance as an Affiliate under this Agreement, you agree as follows:

<!--[if !supportLists]-->A.       <!--[endif]-->You must complete our online registration as found on our Website.

<!--[if !supportLists]-->B.       <!--[endif]-->You shall wholly abide by the terms of this Agreement.

<!--[if !supportLists]-->C.       <!--[endif]-->You understand that your relationship with Company is non-exclusive in nature and that Company may engage other such Affiliates at Company’s sole discretion.

<!--[if !supportLists]-->D.      <!--[endif]-->This Agreement only becomes effective upon notice to you from Company that Company has accepted you as an Affiliate.

2. Responsibilities and Limits of Affiliate Authority.  As an Affiliate, you shall satisfy the following responsibilities and obey the following limits at all times in respect to this Agreement:

<!--[if !supportLists]-->A.       <!--[endif]-->You must have an Affiliate Site from which traffic can be referred to our Website.

<!--[if !supportLists]-->B.       <!--[endif]-->Your Affiliate Site shall not contain references, links or advertisements to any of the following: pornography, gambling, racially degrading or hate based materials, or any content which may be illegal or encourage illegal activities.

<!--[if !supportLists]-->C.       <!--[endif]-->You shall exhibit and conduct behavior in a manner consistent with the high image, reputation and credibility of Company and its Subscriptions, and shall engage in no activities that reflect adversely on Company or its Subscriptions.

<!--[if !supportLists]-->D.      <!--[endif]-->You shall not represent to any party that you are a sales representative of Company or that you have any authority to bind the Company in any fashion, including obligating Company to sell its Subscriptions to any customer.

<!--[if !supportLists]-->E.       <!--[endif]-->You shall strictly follow all guidelines for the Affiliate Web Link as provided by Company.

<!--[if !supportLists]-->F.       <!--[endif]-->Affiliate shall at all times honor the patents, trade names, trademarks, and copyrights of Company (“Company IP”) and shall take no action that would infringe or otherwise inhibit Company IP.

<!--[if !supportLists]-->G.      <!--[endif]-->You have no authority to accept orders on behalf of Company.

<!--[if !supportLists]-->H.      <!--[endif]-->You have no authority to discuss or otherwise modify any prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to receive a refund.

<!--[if !supportLists]-->I.         <!--[endif]-->You shall never make any warranty on behalf of Company or its Subscriptions.  You shall not engage in any unfair trade practices with respect to Company or its Subscriptions.  You shall not make any false or misleading representations with respect to Company or its Subscriptions. 

<!--[if !supportLists]-->J.        <!--[endif]-->You shall never attempt to receive payments or otherwise make collections from any customer for Company’s Subscriptions.

<!--[if !supportLists]-->K.       <!--[endif]-->You will comply with all applicable federal, state, and local laws in performance of your duties under this Agreement.

3. Affiliate Web Link.  You agree to the following with regards to the scope and limitations of the Affiliate Web Link:

<!--[if !supportLists]-->A.       <!--[endif]-->The Company will provide you with an Affiliate ID, technical specifications (i.e. proper URLs), and banner logos necessary to establish the Affiliate Web Link on the Affiliate Site.   You shall implement the Affiliate Web Link only as provide by Company.  You shall prominently display any banner logos provided by Company, shall in no way modify such banner logos, and shall only use banner logos as provided by Company.   Company reserves the right to modify any banner logos as it sees fit.

<!--[if !supportLists]-->B.       <!--[endif]-->It is your sole responsibility to make sure that your Affiliate Web Link is properly configured and working properly.  Company is not responsible for commissions on sales from an Affiliate Site unless the Affiliate Web Link is functional and received by Company with the correct Affiliate ID.

4. Compensation.  You will receive commissions under this Agreement as follows:

<!--[if !supportLists]-->A.       <!--[endif]-->The sole and exclusive compensation to be paid by Company to any Affiliate us in the form of commissions for each completed subscription that arrives through an Affiliate Web Link.  You understand that the commissions received are as specified within the Program description as found on the Company Website.  The Program description is considered part of and subject to this Agreement, and is the sole determination of any percentages, minimum payment amounts, and payment schedules dates with respect to any commissions you will receive.  Company shall have the right, from time to time, at its sole discretion, to modify the Program, including, but not limited to commission percentages and dates of payment. 

<!--[if !supportLists]-->B.       <!--[endif]-->You shall receive no commissions under any circumstances with respect to any sale that is not completed, is not approved by Company, or is received after termination of this Agreement.

<!--[if !supportLists]-->C.       <!--[endif]-->Company reserves the right to offset refunds and credit card charge-backs against future commissions for those orders on which you have already been paid a commission.

<!--[if !supportLists]-->D.      <!--[endif]-->Company shall periodically furnish you with statements reflecting the status of your commissions.  If you have objections with respect to any such statement, whether regarding its accuracy, completeness or any other matter, you must make any such objection(s) known to Company in writing within thirty (30) days after the date of such statement.  IF YOU DO NOT PROVIDE SUCH OBJECTION WITHIN THE THIRTY (30) DAY PERIOD, YOU SHALL BE DEEMED TO HAVE WAIVED AND ABANDONED SUCH OBJECTIONS.

<!--[if !supportLists]-->E.       <!--[endif]-->Notwithstanding anything contained in this Section, any commissions otherwise becoming earned and due to you as of the termination of this Agreement, or thereafter, will be withheld by Company until sixty (60) days after the termination date of this Agreement ("Reconciliation Date") in the advent that there are any losses due to refunds or credit card charge-backs for orders on which you are receiving a commission.  After the Reconciliation Date, Company shall release any outstanding commissions due to you, less any proportionate reductions due to refunds or credit card charge-backs for orders on which you are receiving a commission.

5. Indemnification.  You hereby agree to indemnify Company, it’s officers, and employees for any liability, including, but not limited to, damages, court costs, and attorneys fees, that Company may incur as a result of your breach of this Agreement.  The terms of this Section shall survive the termination of this Agreement. 

6. Taxes. You are solely responsible for payment of all income taxes relating to your services under this Agreement.  Should Company have to make any such payment of income taxes on your behalf, you shall repay such amounts to Company including any interest and penalties assessed to Company by taxing entities.

<!--[if !supportLists]-->7.       <!--[endif]-->Limitation of Liability and Exclusion of Certain Remedies.  You understand that Company provides this Agreement to you on an “as-is” basis and makes no warranty with regards to the amount of income that you will receive.  Under no circumstance, regardless of the basis of the claim, shall the total liability of Company to you exceed the commission due to you for your completed sales within the last calendar month.  In no event shall Company be liable to you for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against Company or by any third party.  The terms and provisions of this section shall survive the termination of this Agreement.

8. Confidentiality. During the period in which Affiliate is providing services for Company and indefinitely thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of Company, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement), any Confidential Information of Company.  As used herein, “Confidential Information” shall mean any information relating to business or affairs of Company, including but not limited to, the Company, its Subscriptions, the details of the Program, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by Company in connection with its business.  Affiliate’s obligations pursuant to this section shall survive the termination of this Agreement. 

9. Termination.  Notwithstanding anything to the contrary in this Agreement, either you or Company may terminate this Agreement with thirty (30) days prior written notice, without any further obligation other than as mentioned in this Agreement.  Upon such notice of termination, Affiliate shall immediately remove the Affiliate Web Link from the Affiliate Site and cease further use of any Company IP.  Affiliate’s obligations pursuant to this Section shall survive the termination of this Agreement.

10. Non-Solicitation.  During the term for this Agreement and for a period of two (2) years after termination of this Agreement, Affiliate shall not induce, directly or through use of any third party, any employee or Affiliate of Company to leave his or her employ with Company, as applicable.

11. Publicity.  You shall not create, publish, distribute, or permit any written or electronic material that makes reference to Company or the Program without first submitting such material to Company in writing for approval.

12. No Other Relationship or Interest. You understand that at all times, you are considered an independent contractor and that nothing in this Agreement creates any other relationship or legal interest between the you and the Company, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.

13. Disputes and Governing Law. The laws of the State of Florida in the United States, without regard to any conflict of law principles, govern this Agreement.  No action, arising out of the transactions under this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.

14. Arbitration. In the event that you and Company cannot amicably resolve a dispute or damage claim resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration.  The arbitration proceeding shall be conducted in Miami, Florida, in the United States in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by our mutual agreement.  If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators.  We both agree that the arbitrator cannot award punitive damages to either and agree to be bound by the arbitrator’s findings.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

15. Limitations on Assignment.  You may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Company.  Company may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of Company, its successors and permitted assigns.

16. General. This Agreement constitutes the entire agreement between you and Company in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written.  No alteration or modification of this Agreement shall be valid unless made in writing by Company. The waiver by Company of your breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorized officer of the Company.  If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.  Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and rightful assignees.

17. Digital Signature.  You digitally agree to be bound by the terms of this Agreement when you check the “I Agree” box.  By doing so, you are waiving any signature-based defenses.

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