Affiliate Program Terms & Conditions

—

This Strategic Referral Partner Agreement (“Agreement”) governs participation in the Strategic Referral Partner Programme (the “Programme”) operated by Optimal Life HQ LLC, a Delaware limited liability company (“Company,” “we,” “us,” or “our”).
This Agreement constitutes a legally binding contract between the Company and the individual or entity applying to and approved for participation in the Programme (“Partner,” “you,” or “your”).
By submitting an application to participate in the Programme, accepting approval, or using a Referral Link, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Participation in the Programme is conditional upon Company approval. No rights under this Agreement arise until such approval has been granted.
The Company reserves the right to modify this Agreement at any time. Continued participation in the Programme following notice of modification constitutes acceptance of the revised terms.
This Agreement supersedes all prior affiliate, referral, or promotional agreements or understandings between the parties relating to the Programme.

1. Definitions and Interpretation

1.1 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1.1 “Agreement” means this Strategic Referral Partner Agreement, including all amendments, schedules, policies, and documents incorporated by reference.
1.1.2 “Company” means Optimal Life HQ LLC, a Delaware limited liability company, together with its successors and assigns.
1.1.3 “Partner” means the individual or legal entity approved by the Company to participate in the Programme.
1.1.4 “Programme” means the Strategic Referral Partner Programme operated by the Company.
1.1.5 “Eligible Product(s)” means those specific courses, certifications, programmes, bundles, or services expressly designated by the Company as commission-eligible under the Programme, as determined in the Company’s sole discretion.
1.1.6 “Referral Link” means the unique tracking link issued to the Partner through the Company’s designated affiliate tracking platform.
1.1.7 “Cookie Period” means the one hundred twenty (120) day period following a prospective customer’s initial click on the Partner’s Referral Link.
1.1.8 “Refund Period” means the refund or money-back guarantee period applicable to the relevant Eligible Product under the Company’s published refund policy.
1.1.9 “Installment Plan” means any payment structure allowing a customer to pay for an Eligible Product in multiple payments over time.
1.1.10 “Net Sales Revenue” means gross revenue actually received by the Company from a Qualified Sale, less:
(a) sales tax, VAT, or other governmental charges;
(b) refunds;
(c) chargebacks or payment reversals;
(d) payment processing fees;
(e) promotional discounts;
(f) fraud-related reversals;
(g) currency conversion losses or transaction fees.
1.1.11 “Qualified Sale” means a completed purchase of an Eligible Product that:
(a) is tracked through the Partner’s Referral Link within the Cookie Period;
(b) is made by a new customer who has not previously registered, purchased, enrolled in, or participated in any programme, course, event, or service offered by the Company prior to the referral click;
(c) results in payment successfully received by the Company; and
(d) is not refunded, reversed, disputed, or subject to chargeback.
For the avoidance of doubt, purchases by existing customers, alumni, or prior participants shall not constitute Qualified Sales, even if completed through a Referral Link.
1.1.12 “Intellectual Property” means all trademarks, trade names, service marks, logos, copyrights, proprietary systems, educational materials, branding assets, and related materials owned or licensed by the Company.
1.1.13 “Business Day” means any day other than Saturday, Sunday, or a federal holiday in the United States.

1.2 Interpretation

1.2.1 Headings are for convenience only and shall not affect interpretation.
1.2.2 The words “including,” “includes,” and “include” shall be deemed to mean “including without limitation.”
1.2.3 References to “law” include all applicable federal, state, and local statutes and regulations.
1.2.4 Any reference to the singular shall include the plural and vice versa, where appropriate.
1.2.5 In the event of any conflict between this Agreement and any marketing materials, programme descriptions, or informal communications, this Agreement shall control.

2. Enrollment, Approval, and Programme Participation

2.1 Application Requirement

Participation in the Programme requires submission of a completed application in the manner specified by the Company and receipt of written approval from the Company.

Submission of an application does not create any contractual relationship or entitlement to participate in the Programme.

2.2 Discretionary Approval

The Company reserves the sole and absolute discretion to approve or reject any application for any reason or no reason, without obligation to provide explanation.

Approval may be conditioned upon additional information, documentation, or verification requested by the Company.

2.3 No Automatic Rights

No rights under this Agreement arise until the Company has expressly approved the Partner and issued a Referral Link.

2.4 Ongoing Eligibility

Continued participation in the Programme is conditional upon the Partner:
(a) remaining in compliance with this Agreement;
(b) maintaining accurate account information;
(c) adhering to the Company’s ethical and brand standards;
(d) complying with applicable laws and regulations.
Approval may be revoked at any time in accordance with this Agreement.

2.5 Accuracy of Information

The Partner represents and warrants that all information provided in connection with the application and participation in the Programme is true, accurate, and complete.
The Partner shall promptly notify the Company of any material changes to such information.

2.6 Monitoring and Review

The Company reserves the right, but not the obligation, to monitor, review, audit, and evaluate:
  • The Partner’s promotional materials
  • Websites and landing pages
  • Social media accounts
  • Email marketing campaigns
  • Paid advertising
  • Webinars or events
  • Any other channel used to promote Eligible Products
The Company may require modifications to promotional materials at its sole discretion.

2.7 Suspension Rights

The Company may suspend the Partner’s participation, withhold commissions, or disable Referral Links pending investigation if it reasonably suspects:

(a) breach of this Agreement;
(b) fraudulent or deceptive conduct;
(c) violation of advertising or consumer protection laws;
(d) misuse of Company Intellectual Property;
(e) conduct that may damage the Company’s reputation.

2.8 Self-Referral Prohibition

The Partner shall not earn commission on purchases made by:

(a) the Partner themselves;
(b) members of the Partner’s immediate household;
(c) any entity owned or controlled by the Partner;
(d) any entity in which the Partner holds a controlling financial interest.

2.9 Non-Commissionable Transactions

The Company reserves the right to exclude from commission eligibility:

(a) sales to customers already registered in the Company’s system prior to referral;
(b) sales to existing students, alumni, or prior participants;
(c) manually negotiated sales closed directly by the Company without use of a Referral Link;
(d) enterprise or corporate bulk purchases;
(e) custom pricing or negotiated agreements;
(f) refund-replacement or credit-based transactions.

2.10 No Exclusivity

Participation in the Programme does not grant the Partner exclusivity in any geographic territory, market segment, or customer category.

2.11 No Guaranteed Volume

The Company does not guarantee any minimum number of sales, leads, conversions, or commission payments to the Partner.

3. Relationship of the Parties

3.1 Independent Contractor Status

The Partner is and shall remain an independent contractor.

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, fiduciary, or representative relationship between the Company and the Partner.

3.2 No Authority to Bind the Company

The Partner has no authority to:

(a) bind the Company to any contract or obligation;
(b) make representations, warranties, or guarantees on behalf of the Company;
(c) negotiate or enter into agreements on behalf of the Company;
(d) modify the terms of any Company product, policy, or programme.

Any unauthorized representations made by the Partner shall be solely the responsibility of the Partner.

3.3 No Employment Relationship

The Partner is not an employee of the Company and shall not be entitled to:
  • Salary or wages
  • Employee benefits
  • Insurance coverage
  • Paid leave
  • Retirement contributions
  • Workers’ compensation
  • Unemployment benefits

 The Partner is solely responsible for their own business expenses and tax obligations.

3.4 No Fiduciary Relationship

The Partner acknowledges that no fiduciary duty exists between the parties. The Partner shall not represent themselves as acting in a fiduciary capacity on behalf of the Company.

3.5 No Franchise Relationship

Nothing in this Agreement shall be construed as creating a franchise relationship under federal or state law. The Partner shall not represent the Programme as a franchise opportunity.

3.6 No Representation as Official Representative

The Partner shall not represent or imply that they are:
  • An official representative of the Company;
  • A director, officer, employee, or agent of the Company;
  • An accredited trainer, instructor, or faculty member of the Company;
  • Authorized to certify students on behalf of the Company;
  • Authorized to modify or deliver Company programmes unless separately contracted in writing.

3.7 Non-Exclusivity

The Company may engage other partners, affiliates, resellers, or marketing channels at its sole discretion. The Partner is free to promote other products and services, provided such promotion does not violate this Agreement.

4. Commission and Payment Terms

4.1 Commission Rate

Subject to the terms of this Agreement, the Partner shall be entitled to receive a commission equal to twenty percent (20%) of Net Sales Revenue from Qualified Sales of Eligible Products.

The Company reserves the right to modify the commission rate upon written notice. Any such modification shall apply prospectively.

4.2 Commission Trigger

Commission shall be earned only upon completion of a Qualified Sale as defined in Section 1.

No commission shall be earned unless:

(a) the sale is properly tracked through the Partner’s Referral Link;
(b) payment is successfully received by the Company;
(c) the Refund Period has expired;
(d) the transaction is not refunded, reversed, or subject to chargeback.

4.3 Installment Payments

Where a customer purchases an Eligible Product under an Installment Plan:

(a) Commission shall be calculated and paid only on installment payments actually received by the Company;
(b) No commission shall be payable on unpaid, defaulted, reversed, or refunded installments;
(c) Each installment shall be subject to the applicable Refund Period before commission becomes payable.

4.4 Refunds and Chargebacks

If a Qualified Sale is later:

  • Refunded;
  • Charged back;
  • Disputed;
  • Determined to be fraudulent; or
  • Reversed for any reason;


the Company shall have the right to:

(a) Deduct the corresponding commission from future payouts;
(b) Offset the amount against any amounts owed to the Partner;
(c) Require repayment if necessary.

4.5 Commission Maturity

Commissions become payable thirty (30) days after receipt of payment and expiration of the applicable Refund Period.

The Company reserves the right to extend payment timelines in the event of suspected fraud, refund risk, or compliance investigation.

4.6 Minimum Payment Threshold

Commission payouts shall be issued monthly, provided that the Partner’s accrued payable commission balance meets or exceeds one hundred dollars (USD $100).

Balances below this threshold shall roll forward to subsequent payment periods.

4.7 Tracking and Attribution

The Company uses a 120-day Cookie Period and last-click attribution model.

The Company shall not be responsible for tracking failures resulting from:

Browser settings;
Cookie deletion;
Private browsing;
Ad blockers;
Technical malfunction outside the Company’s control.

If tracking cannot be verified, no commission shall be payable.

The Company’s tracking records shall be final and binding.

4.8 No Post-Termination Commission

Upon termination of this Agreement:

(a) The Partner’s Referral Link shall be disabled;
(b) The Partner shall not earn commission on any sales occurring after the termination date, regardless of prior referral activity;
(c) Any unpaid commission remains subject to refund risk and compliance review.

4.9 No Guaranteed Earnings

The Company makes no guarantee regarding potential earnings, conversion rates, or sales volume under the Programme.

5. Marketing Standards and Promotional Conduct

5.1 General Standards

The Partner shall promote Eligible Products in a professional, ethical, and lawful manner.

All promotional materials and communications must be:

(a) truthful and not misleading;
(b) accurate and substantiated;
(c) compliant with applicable federal, state, and international laws and regulations;
(d) consistent with the Company’s brand positioning and ethical standards.

5.2 Prohibited Representations

The Partner shall not:

(a) make income, earnings, or financial success claims;
(b) guarantee business growth, certification outcomes, or personal transformation results;
(c) represent Company programmes as therapy, psychological treatment, medical services, or clinical training;
(d) imply accreditation, endorsement, or regulatory approval not expressly granted in writing by the Company;
(e) suggest that participation guarantees coaching certification beyond what is formally stated by the Company;
(f) modify or distort official marketing materials;
(g) use deceptive, manipulative, or high-pressure marketing tactics.

5.3 FTC and Advertising Compliance

The Partner shall comply with all applicable advertising and consumer protection laws, including but not limited to:

Federal Trade Commission (FTC) endorsement and disclosure guidelines;
Truth-in-advertising laws;
Anti-spam laws;
Data protection and privacy regulations.

The Partner must clearly and conspicuously disclose the referral relationship in any promotional content.

5.4 Brand Integrity

The Partner shall not:

(a) register domain names, social media accounts, or advertising accounts confusingly similar to Company trademarks;
(b) present themselves as an official representative, trainer, or faculty member unless separately contracted in writing;
(c) create unofficial sales pages or checkout processes mimicking Company websites.

The Company reserves the right to require modification or removal of any promotional content at its sole discretion.

5.5 Paid Advertising

(a) The Partner shall not engage in paid advertising campaigns promoting Eligible Products without prior written approval from the Company.

(b) If approval is granted, the Partner shall:

Submit all proposed ad copy and landing pages for review;
Refrain from bidding on Company-branded keywords;
Avoid direct linking to checkout pages unless expressly approved;
Comply with all advertising platform policies and legal requirements.

(c) The Company may revoke advertising approval at any time at its sole discretion.

5.6 Email and Direct Outreach

The Partner shall not send unsolicited commercial email or messages in violation of applicable anti-spam laws.

The Partner is solely responsible for ensuring lawful consent for any marketing communications.

5.7 Right to Audit and Correction

The Company reserves the right to request copies of any promotional materials, advertisements, or communications used by the Partner.

Failure to comply may result in suspension or termination.

6. Intellectual Property and Limited License

6.1 Ownership

All Intellectual Property remains the sole and exclusive property of Optimal Life HQ LLC.

Nothing in this Agreement transfers ownership of any Intellectual Property to the Partner.

6.2 Limited License

Subject to compliance with this Agreement, the Company grants the Partner a limited, non-exclusive, non-transferable, revocable license to use approved marketing materials solely for the purpose of promoting Eligible Products under the Programme.

6.3 Approved Materials Only

The Partner may use only those logos, trademarks, brand assets, and marketing materials expressly made available through the Company’s designated affiliate platform or otherwise approved in writing.

The Partner shall not:

(a) modify, alter, or adapt any Company Intellectual Property;
(b) create derivative works based on Company materials;
(c) use Company branding in a manner that suggests co-ownership, partnership, or joint venture;
(d) use Company branding outside the scope of the Programme.

6.4 No Registration or Ownership Claims

The Partner shall not:

(a) register or attempt to register any trademark, trade name, domain name, or social media handle that is identical or confusingly similar to Company trademarks;
(b) claim ownership of any Company Intellectual Property;
(c) challenge the validity of Company trademarks or proprietary rights.

6.5 Goodwill

All goodwill arising from the use of Company Intellectual Property shall inure exclusively to the benefit of the Company.

6.6 Termination of License

Upon termination of this Agreement for any reason:

(a) all rights granted under this Section shall immediately cease;
(b) the Partner shall remove all Company branding and Referral Links from websites, social media accounts, and promotional materials;
(c) the Partner shall cease all use of Company Intellectual Property.

7. Compliance, Warranties, and Representations

We provide services through our website in courses, bundles and subscriptions. Descriptions for these packages are available in www.optimallifehq.com In your Affiliate Dashboard, you will be able to view all the products that you will get commission for.

8. Customer Referral Requirements

  • 8.1 Terms & conditions relating to the referral of customers to us via links on your website can be found on our website at www.optimallifehq.com/affiliate-program-terms.
  • 8.2 We reserve the right to alter such terms & conditions at any time and will provide 10 Business Days’ written notice to you of any such alteration.

9. Orders

  • 9.1 We undertake to use our best and reasonable endeavours to process and fulfil all orders for Service Packages placed by referred customers generated by affiliates.
  • 9.2 We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 8 of these Terms & Conditions.
  • 9.3 It shall be our full responsibility to ensure that all orders are completed and that the provision of services is undertaken in accordance with our Service Level Agreements. We shall be responsible for order entry, payment processing, cancellations and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.

10. Affiliate Sales Reporting

  • 10.1 We will track the following elements of all sales:
  • 10.1.1 origin;
  • 10.1.2 Service Package selected; and
  • 10.1.3 revenue generated.
  • 10.2 Full reports of all sales generated through the links on your website will be available in your Affiliate Dashboard. We reserve the right to alter the form and content of such reports without notice.

11. Commission and Referral Fees

  • 11.1 You will be paid commission at the rates set out in Sub-clause 11.2 on the net profits of sales generated through your website.
  • 11.2 Commission shall be calculated on the following basis:
  • 11.2.1 Notwithstanding Sub-clause 11.2.3 all sales that result from Direct Referrals will attract a commission of commission Rate 10%.
  • 11.2.2 In the event that a customer resulting from a Direct Referral renews a Service Package upon the initial sale for which you earned Commission, such a renewal will attract a commission of commission Rate 10%. Where a customer does not renew a Service Package at the end of that package’s original term but reactivates that Service Package at a later time, Sub-clause 11.2.3 shall apply.
  • 11.2.3 Cookies and IP logs will identify customers that have previously been referred through your website. In the event that such customers are identified, sales that do not fall within Sub-clause 11.2.2 will (unless referred directly from another affiliate’s website) attract a commission of commission Rate 10%.
  • 11.3 Sub-clause 11.2.3 shall apply only until the expiration or removal of our cookies by the customer or for a period of 120 days set on the system days after the most recent Direct Referral for a particular customer, whichever is earlier.
  • 11.4 In the event that a customer cannot be tracked, no commission will be paid.
  • 11.5 Commission shall be calculated only once we have received payment in full from the customer. Only once payment has been received in full will sales be logged in your Affiliate Dashboard but will be shown as pending for x days set on the system days after the order has been completed (this time period reflects the time limit set out in our Cancellations Policy).
  • 11.6 Commission payouts will be scheduled for the 20th of every calendar month. Every affiliate will receive commissions only for subscriptions that have passed their 30-day limit, which reflects the “money-back guarantee”/refund period described in our Cancellations Policy. The minimum payout amount is $100 of commissions per affiliate.
  • 11.7 Commissions will be sent to the PayPal email address of the Affiliate or bank account as provided in their Registration Data. Existing Optimal Life HQ subscribers may get part of their commissions in the form of free courses or Promotional credits added to their accounts, up to the sum of their monthly or yearly subscription fees payable to Optimal Life HQ. Any subsequent commissions shall be sent to their PayPal account, as described above.
  • 11.8 In the event of any refunds issued for any reasons including, but not limited to fraud and where such refunds are not incurred through any fault of ours, you may be contacted to arrange for the repayment of any related commission.
  • 11.9 Any and all commission paid to you shall be based on sales revenue less any tax due; however, you may still be liable to pay tax on your commission. By accepting these Terms & Conditions you hereby acknowledge that you are solely responsible for the payment of tax on any income you may generate through your involvement in the Program.
  • 11.10 We reserve the right to modify our Commission Rates at any time. You will be given 10 Business Days’ prior written notice (the “Notice Period”) of any such change. You will be given the option to opt out of the Program within the Notice Period and will, on the exercise of that option, be paid any Commission due to you, notwithstanding the total commission earnings requirement set out in Sub-clause 11.6 above.

12. Trade Marks

  • 12.1 Upon your entry into the Program, we shall grant to you a non-exclusive, non-transferrable, royalty-free licence to use our logos and trademarks (our “Trade Marks”).
  • 12.2 You may use our Trade Marks only to the extent required to establish links and perform your obligations as an Affiliate under these Terms & Conditions.
  • 12.3 In the event that you wish to use our Trade Marks for any purposes outside of these Terms & Conditions you must not do so without prior written consent, such consent not to be unreasonably withheld.
  • 12.4 By accepting these Terms & Conditions you hereby agree that:
  • 12.4.1 our Trade Marks shall remain the property of Optimal Life HQ, unless and until we assign those marks to a third party;
  • 12.4.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our Trade Marks on you; and
  • 12.4.3 you shall not contest the validity of our trade marks.

13. Intellectual Property

  • 13.1 Unless otherwise expressly indicated we are the sole and exclusive owners of all Intellectual Property Rights (“IPRs”) in our website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the site. We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
  • 13.2 We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.

14. Affiliate Warranties and Indemnity

  • 14.1 In accepting these Terms & Conditions you hereby warrant and acknowledge that:
  • 14.1.1 Your website does not and will not contain any content that:
  • a) is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
  • b) facilitates or promotes violence, terrorism, or any other criminal activity;
  • c) is sexually explicit; or
  • d) infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
  • 14.1.2 Your website is and shall remain functional and, subject to the provisions of Clause 19 of these Terms & Conditions, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
  • 14.1.3 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
  • 14.1.4 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and
  • 14.1.5 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.
  • 14.2 By accepting these Terms & Conditions you agree that you shall indemnify us in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by us as a result of, or in connection with:
  • 14.2.1 breach of any warranty given by you in relation to your website;
  • 14.2.2 any claim that your website infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and
  • 14.2.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.

15. Disclaimers

  • 15.1 We make no warranty or representation that our website, the Program, or Service Packages sold through the Program will meet your requirements or those of your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
  • 15.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Program.
  • 15.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.

16. Liability

  • 16.1 We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.
  • 16.2 Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms & Conditions or the Agreement shall be limited to $1.
  • 16.3 Notwithstanding any other provision in these Terms & Conditions, our liability to you for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.

17. Term and Termination

  • 17.1 These Terms & Conditions and The Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of 12 months from that date (the “Initial Term”). Following the Initial Term, your enrolment in the Program shall be renewed automatically for successive periods of 12 months (each a “Renewal Term”) unless and until terminated in accordance with this Clause 17.
  • 17.2 Either Party may terminate the Agreement by giving 10 Business Days’ prior written notice to the other:
  • 17.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unremedied 10 Business Days after receiving written notice of that breach; or
  • 17.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
  • 17.3 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least 10 Business Days before the end of the Current Term.
  • 17.4 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.
  • 17.5 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
  • 17.6 In the event that we terminate the Agreement in accordance with Sub-clause 17.2.1, any Commission owed to you at that time shall be forfeited.

18. Confidentiality

  • 18.1 Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:
  • 18.1.1 at the time of its acquisition was in the public domain; or
  • 18.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
  • 18.2 Each Party hereby agrees and undertakes:
  • 18.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
  • 18.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and
  • 18.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.

19. Force Majeure

Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

20. Severance

The Parties agree that in the event that one or more of the provisions of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms & Conditions. The remainder of the Terms & Conditions shall be valid and enforceable.

21. Notice

Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party’s Registered Email Address.

22. Notice

  • 22.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Program or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.
  • 22.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.

23. General

  • 23.1 No Waiver - The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
  • 23.2 Non-exclusivity - The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
  • 23.3 Non-assignment - You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.

24. General

  • 24.1 These Terms & Conditions and the Agreement shall be governed by the laws of England and Wales.
  • 24.2 Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of England and Wales.