Affiliate Program Terms & Conditions
1. Definitions and Interpretation
- 1.1 In these Terms & Conditions the following terms shall have the following meanings:
- "Business Day" means any weekday excluding U.S. federal holidays;
- "Cancellations Policy" means our cancellations policy which can be found at hub.leadingbeyondlimits.com/terms;
- "Commencement Date" means the date of your acceptance;
- "Commission Rate" means the percentage of commission paid on net sales revenue set out in Sub-clause 11.2;
- "Confidential Information" means any non-public business, financial, technical, operational, or marketing information disclosed by either Party to the other in connection with the Program, whether in writing, orally, or by other means, that is designated as confidential or that reasonably should be understood to be confidential.
- "Current Term" means the Term that the Parties may be in at any given time;
- "Direct Referral" means a sale of a Service Package to a customer who has been led to our website through your website where that customer can be tracked directly from your site to ours without any further intermediaries;
- "Intellectual Property Rights" means all rights in copyrights, trademarks, service marks, trade names, patents, trade secrets, and other proprietary rights under applicable U.S. and international law;
- "Registered Email Address" means the email address of the Affiliate as provided in your Registration Data;
- "Registration Data" means the information provided by the Affiliate when registering for enrolment in the Program;
- "Service Package" means a particular set of services available from us through our website as defined in Clause 7; and
- "Term" means the term of the Agreement, as defined in Clause 17 of these Terms & Conditions, during which you shall participate in the Program under the terms and conditions set out in the Agreement.
2. Enrolment in the Program
- 2.1 By enrolling in the Program you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data.
- 2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
- 2.3 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence marketing our goods.
- 2.4 We may, in our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, content on your website that:
- 2.4.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
- 2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
- 2.4.3 is sexually explicit; or
- 2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
3. Company / Affiliate Relationship
- 3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
- 3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
4. Website Links
- 4.1 In your Affiliate Dashboard will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and/or a selection of graphics files to which the HTML code should be applied.
- 4.2 The HTML code as it appears in your Affiliate Dashboard must be copied exactly and not altered in any way. Failure to comply with this condition may result in your receiving no credit for sales of Service Packages that are generated through your website.
- 4.3 Under no circumstances may any of the graphics files provided by us be modified in any way without our prior written authorisation. You may not use graphics files of your own to link to our site.
- 4.4 All graphics files that we may provide for use as links may be displayed throughout your website as you deem appropriate, subject to our prior consent (which shall not be unreasonably withheld) which must be obtained in all cases. We reserve the right to request the alteration or removal of a link from your website.
- 4.5 You are required to assume full responsibility to maintain all links to our website from your website.
5. Site Maintenance and Content
- 5.1 Each Party shall be exclusively responsible for maintaining and updating its own website. Subject to the provisions of this Clause 5 and Clause 14 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
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5.2 Subject to Sub-clause 5.3 of these Terms & Conditions, neither Party may host any content that:
- 5.2.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
- 5.2.2 facilitates or promotes violence, terrorism, or any other criminal activity;
- 5.2.3 is sexually explicit; or
- 5.2.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
- 5.3 Neither Party shall be under any obligation to pre-screen any content added to their website by third parties; however in the event that either Party receives from the other a written notification of any content that falls within that described in Sub-clause 5.2 of this Agreement, such content must be removed within 5 Business Days of receipt of such notice.
6. Display of Company Information
- 6.1 As an affiliate, you are free to display pricing and other information relating to our Service Packages. It is your responsibility to keep such information up-to-date through your own efforts; we will not provide pricing information updates to you.
- 6.2 We reserve the right to alter pricing at any time in accordance with our own policies.
- 6.3 Your Responsibilities: As a Leading Beyond Limits Affiliate you agree that:
- 6.3.1 You are responsible for providing us with full and accurate account information and for keeping that information up to date. Such information might include but is not limited to: contact details, payment details, tax information and any other details we may require. We reserve the right to request additional data regarding all the websites where you promote Leading Beyond Limits and the promotional practices you use. Failure to provide accurate information may result in exclusion from the Program, suspension or termination of your Affiliate account and forfeiture of any commissions.
- 6.3.2 You should not create more than one Affiliate account.
- 6.3.3 You should act in good faith to refer customers in good standing.
- 6.3.4 You cannot refer yourself, and you will not receive a commission on your own accounts. You should not use our Program to refer companies that you own or in which you have shares or other interests.
- 6.3.5 You should not take actions or make recommendations to your referrals that result in a potential revenue loss for Leading Beyond Limits.
- 6.3.6 You should not engage in incentivized programs and business-opportunity sites, using marketing practices that might be unethical or likely to attract customers, not in good standing.
- 6.3.7 You should not use on behalf of your referrals or encourage your referrals to use on their Leading Beyond Limits accounts any copyrighted or third-party material without the proper licenses.
- 6.3.8 You should not copy, alter or modify any icons, buttons, banners, graphics, files or content contained in Leading Beyond Limits’ Links, including but not limited to removing or altering any copyright or trademark notices, without prior written approval from us.
- 6.3.9 You should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for Leading Beyond Limits.
- 6.3.10 Post ads on offensive, illegal, hateful, pornographic, or otherwise distasteful websites.
- 6.3.11 You agree not to violate any applicable law.
- 6.3.12 If we detect a pattern in your affiliate practices that in our reasonable opinion violates any aspect of the T&C, we reserve the right to suspend or terminate your affiliate account and cancel all outstanding commission payments due.
- 6.3.13 You agree to clearly and conspicuously disclose your affiliate relationship with Leading Beyond Limits in accordance with all applicable U.S. Federal Trade Commission (FTC) guidelines and any other applicable advertising or consumer protection laws.
- 6.4 Affiliate Advertising. Inappropriate ways of advertising include, but are not limited to:
- 6.4.1 Using any illegal or spam method of advertising, e.g. unsolicited email, an unauthorized placing of the link in forums, newsgroups, message boards etc.;
- 6.4.2 Bidding on keywords and phrases containing the Leading Beyond Limits trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the Leading Beyond Limits Website(s) as display URL in PPC ads and to direct-link or redirect to the Leading Beyond Limits Website(s);
- 6.4.3 Using non-unique copyright infringing content to promote Leading Beyond Limits;
- 6.4.4 Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
- 6.4.5 Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
- 6.4.6 Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
- 6.4.7 Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
- 6.4.8 Using iframes or any other techniques or technology that places your affiliate tracking cookie by any means other than an actual click-through;
- 6.4.9 Using link cloaking or masking techniques or technology with the goal to promote Leading Beyond Limits on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
- 6.4.10 Your website(s) must NOT contain lewd, obscene, illegal or pornographic material or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The designation of any materials as such is subject to our reasonable opinion;
- 6.4.11 Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the Leading Beyond Limits trademark or any other variations or misspellings confusingly similar to Leading Beyond Limits trademark, name, logo or domain name, without our prior approval;
- 6.4.12 Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names, unless you have been duly authorised by the trademark owner.
- 6.4.13 Leading Beyond Limits shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in warning, suspension or termination of your affiliate account and cancellation of all outstanding commission payments due.
7. Service Packages
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 hub.leadingbeyondlimits.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 Commission Eligibility
Affiliates are eligible to earn commission on qualifying purchases of eligible paid Leadership Hub courses and learning paths made by customers through a valid Affiliate referral and successfully attributed to the Affiliate through our tracking system.
Commission is earned only on purchases completed and paid for by the referred customer. A referral, lead, website visit, registration, or enrollment that does not result in a qualifying paid purchase does not generate a commission.
11.2 Commission Rate
Qualifying Affiliate sales will earn a commission equal to 20% of Net Sales Revenue.
For purposes of this Agreement, “Net Sales Revenue” means the amount actually received by Leading Beyond Limits from the customer for the qualifying purchase, excluding applicable taxes, refunds, cancellations, chargebacks, credits, discounts, and any other amounts refunded, reversed, or returned to the customer.
- 11.3 Eligible Products
Affiliate commission applies to paid Leadership Hub courses and learning paths that are designated as commission-eligible within the Affiliate Program or Affiliate Dashboard at the time of purchase.
Leading Beyond Limits reserves the right to add or remove courses, learning paths, or other offerings from Affiliate commission eligibility at its discretion.
Unless expressly designated as commission-eligible, purchases of consulting services, workshops, coaching, assessments, physical products, certification programs, custom training engagements, or other Leading Beyond Limits products or services outside of the Leadership Hub Affiliate Program do not qualify for commission.
- 11.4 Affiliate-Purchased Courses, Seats, and Licenses
Courses, learning paths, seats, licenses, or other access purchased directly by an Affiliate are not eligible for Affiliate commission, including purchases made by the Affiliate for distribution, resale, assignment, or use by the Affiliate’s clients, employees, team members, organization, or other participants.
Affiliate commission is intended to compensate Affiliates for qualifying customer referrals and is not applicable to products, seats, or licenses purchased directly by the Affiliate.
- 11.5 Self-Referrals
Affiliates may not earn commission on their own purchases or use their Affiliate link, tracking code, or Affiliate account to obtain a commission or effective discount on products they purchase for themselves.
Affiliates also may not structure, redirect, or otherwise arrange a transaction for the primary purpose of circumventing the restrictions contained in this Section.
- 11.6 Referral Tracking and Cookie Period
Affiliate referrals are tracked through the tracking technologies supported by the Leadership Hub Affiliate Program.
A qualifying referral may remain attributed to the Affiliate for up to 30 days following the customer’s applicable Affiliate referral click, subject to the functionality and attribution rules of our tracking system.
If the applicable tracking cookie expires or is deleted, replaced, blocked, or otherwise unavailable before the customer completes a purchase, the sale may no longer be attributable to the Affiliate.
Where multiple Affiliate referrals occur, attribution will be determined by the Leadership Hub Affiliate Program’s tracking system.
- 11.7 Untracked Transactions
Commission eligibility is determined by our Affiliate tracking system. If a transaction cannot be reliably tracked and attributed to an Affiliate, no commission will be payable.
Affiliates acknowledge that browser settings, privacy controls, consent preferences, cookie deletion, ad-blocking software, device changes, and other technologies or customer actions may interfere with Affiliate tracking.
Leading Beyond Limits is not obligated to manually assign commission for transactions that cannot be reliably attributed through the Affiliate Program’s tracking system.
- 11.8 Commission Maturity Period
Commission will be recorded only after Leading Beyond Limits has successfully received payment from the customer.
All earned commissions are subject to a 30-day maturity period following the qualifying transaction. During this period, commissions may appear as pending and are not yet eligible for payout.
The maturity period is intended to account for potential refunds, cancellations, payment disputes, chargebacks, fraud, and other transaction adjustments.
Once the 30-day maturity period has passed and the transaction remains eligible, the associated commission will become eligible for payout in accordance with the Affiliate Program’s payout procedures.
- 11.9 Refunds, Cancellations, and Chargebacks
No commission will be payable on transactions that are refunded, cancelled, reversed, charged back, determined to be fraudulent, or otherwise invalidated before the commission becomes payable.
If a commission has already been paid on a transaction that is subsequently refunded, reversed, charged back, or determined to be ineligible, Leading Beyond Limits reserves the right to deduct the corresponding commission from future Affiliate earnings or request repayment of the applicable amount.
- 11.10 No Duplicate Compensation
A transaction is not eligible for Affiliate commission where the Affiliate receives or has been provided separate financial consideration from Leading Beyond Limits in connection with the same transaction. This includes, but is not limited to, reseller pricing, partner pricing, bulk or volume discounts, special or negotiated pricing, Affiliate-specific discounts, referral fees, revenue-sharing arrangements, partner compensation, or other financial incentives.
An Affiliate may not combine an Affiliate commission with a discount, special pricing arrangement, or other compensation provided to the Affiliate by Leading Beyond Limits for the same purchase or transaction, unless expressly authorized by Leading Beyond Limits in writing.
Discounts or promotional offers made generally available by Leading Beyond Limits to customers do not, by themselves, make a referred customer purchase ineligible for Affiliate commission. In such cases, commission will be calculated on the Net Sales Revenue actually received by Leading Beyond Limits after the applicable discount has been applied.
Leading Beyond Limits reserves the right to determine whether a transaction constitutes duplicate compensation or is otherwise ineligible for Affiliate commission under this provision.
- 11.11 Commission Payments
Commissions that have successfully completed the applicable 30-day maturity period will become eligible for payment through the payout method(s) supported by the Leadership Hub Affiliate Program.
Affiliates are responsible for maintaining complete and accurate payment, contact, and tax information within their Affiliate account. Leading Beyond Limits shall not be responsible for delayed or unsuccessful payments resulting from inaccurate, incomplete, or outdated information provided by the Affiliate.
Any applicable minimum payout threshold or payment processing requirements displayed within the Affiliate Dashboard shall apply.
- 11.12 Taxes and Tax Documentation
Affiliates are solely responsible for any federal, state, local, or other taxes arising from commissions earned through the Program.
Leading Beyond Limits may require Affiliates to provide applicable tax documentation, including IRS Form W-9 or other documentation required by law, before commissions are paid.
Leading Beyond Limits may withhold payments where required tax documentation has not been provided or where withholding is otherwise required by applicable law.
- 11.13 Modification of Commission Rates and Eligibility
Leading Beyond Limits reserves the right to modify the Commission Rate, eligible products, attribution period, maturity period, payout procedures, or other commission-related Program requirements.
Affiliates will be provided at least 10 Business Days’ written notice of any material change to the Commission Rate.
Unless otherwise stated in the notice, changes will apply prospectively and will not reduce commissions already earned on qualifying transactions completed before the effective date of the change.
Affiliates who do not wish to continue participating following a material change may terminate their participation in the Program in accordance with these Terms & Conditions. Any eligible commissions earned before termination will remain subject to the applicable maturity, refund, eligibility, and payout provisions of this Agreement.
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 Leading Beyond Limits, 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 the total commissions paid to the Affiliate in the twelve (12) months preceding the claim.
- 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.
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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
20. Severance
21. Notice
- 21.1 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.
- 21.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.
22. General
- 22.1 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.
- 22.2 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.
- 22.3 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.
- 22.4 These Terms & Conditions and the Agreement shall be governed by the laws of Texas, United States.
- 22.5 Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of Texas, United States.
