STRENGTH.COM TRAINER PARTNER, AMBASSADOR AND FUNDRAISING PROGRAMS
TERMS AND CONDITIONS
Changes to the Terms and the Programs
Occasionally we may, in our discretion, make changes to these Terms and/or any Program. When we make changes to these Terms and/or any Program, we will update these Terms or otherwise notify you via e-mail or other electronic communication or posting. By continuing to participate in any Program after those changes are made, you are expressing and acknowledging your acceptance of the changes. You are responsible for regularly reviewing these Terms, which can be accessed at: https://strength.com/pages/partnership-terms-and-conditions.
The Trainer Program- Overview
If you are enrolled in the Trainer Program, the Trainer Program allows you to promote, market and sell the products and services (collectively, the “Products”) that Strength.com make available through the Trainer Program and receive a commission if your clients or customers purchase the Products. When you enroll in the Trainer Program, you will be provided with: (a) an URL to your semi-customizable online store where your clients and customers will be able to purchase the Products (“Your Personalized Store”), and (b) a unique coupon code (“Your Coupon Code”) that your clients and customers may use to purchase Products at Strength.com’s online store (“Strength.com Store”) and receive a discount on their purchases at the Strength.com Store.
The Ambassador Program- Overview
If you are enrolled in the Ambassador Program, we will send you free Products and other swag from time-to-time. In addition, we will provide you with a discount code (“Discount Code”) for you to share with your teammates, friends, colleagues and social media followers. At our discretion, we may also provide additional Products and swag for you to host giveaways. As a member of the Ambassador Program, you will help spread the word about our “BuiltByStrength” brand (the “Brand”), as well as our Products, brand values and how we help athletes improve their performance. You will do so using various online and in-person methods, including but not limited to: (a) including the Brand on all of your public bios and profiles, (b) posting photos and mentioning the Brand (at an agreed-upon frequency) on your social media accounts, (c) sharing and promoting the Brand at your gym and other physical locations, and (d) representing the Brand at any competitions in which you participate. At our discretion, we may also feature you on our social media accounts and on the Strength.com website.
The Fundraising Program- Overview
The Fundraising Program allows customers You refer to receive a discount on purchases of Products, and, in addition, You will receive a Commission (as defined below) to support your team or organization. If you are enrolled in the Fundraising Program, you will be provided with: (a) an URL to Your Personalized Store, and (b) Your Coupon Code.
Subject to these Terms, Strength.com grants to you a limited, non-transferable, non-exclusive, non-sublicensable right and license to use the Program(s) in which you have enrolled and the Strength.com partner portal (the “Partner Portal”). You are solely responsible for your use of and participation in the Programs (e.g., access to and use of Programs and Partner Portal and safeguarding usernames and passwords).
If you are enrolled in a Program, you earn a sales commission (“Commission”) based on a percentage of Net Profits earned by Strength.com for any order of the Products (each, an “Eligible Order”) placed via Your Coupon Code or Discount Code, as applicable, and, if you are enrolled in the Trainer Program or Fundraising Program, Your Personalized Store. For purposes of calculating the Commission, “Net Profits” shall mean the gross revenue actually received by us from an Eligible Order less our cost of goods sold, shipping and handling charges, credit card charges, sales tax and other customary and reasonable deductions. In the event there is a return, refund or chargeback with respect to an Eligible Order for which you have already been paid a Commission, you agree that we may claw back and deduct such amounts from future Commission payments to you.
Commission payments are calculated at the end of each month and processed for payment within 30 days. Commission payments will be paid via PayPal, electronic fund transfer or credit for purchase of Products, as you and us may mutually agree. Notwithstanding anything to the contrary herein, no Commission payment will be made to you until you have accrued at least $50.00 in Commissions. Commissions of less than $50.00 will be deferred until they exceed $50.00. Strength.com reserves the right to terminate your participation in any Program if your account goes unpaid due to a failure to meet the minimum payment amount during any six (6) month period, and any balance under $50.00 will not be paid and will be permanently forfeited. Any dispute regarding a Commission payment must be submitted to Strength.com in writing within sixty (60) days of such payment or it shall be deemed waived. You are solely responsible for the payment of, and shall pay when due and indemnify us against, all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes associated with the Commission payments to you (except for taxes assessed on our net income). STRENGTH.COM WILL NOT MAKE ANY PAYMENTS TO YOU UNTIL A PROPERLY COMPLETED TAX STATUS FORM IS SUBMITTED AND ACCEPTED BY US.
Your Coupon Code or Discount Code
After you have enrolled in a Program, you will also receive Your Coupon Code or Discount Code, as applicable. Your Coupon Code or Discount Code, as well as the discounts associated with each, may change from time to time, at our sole and absolute discretion. You will earn a Commission for any Eligible Order placed at the Strength.com Store with Your Coupon Code or Discount Code, subject to these Terms.
Your Personalized Store for the Trainer Program and Fundraising Program
After you have enrolled in the Trainer Program or Fundraising Program, you will have access to the Partner Portal, where you will have the ability to choose the Products you would like to be included in Your Personalized Store and set up payment options for your Commission(s). We reserve the right, with or without notice to you, to make any addition, deletions and/or changes to the functions and features of the Partner Portal, Your Personalized Store, Trainer Program and the Fundraising Program from time to time. You will comply with any additional terms and conditions or policies we may implement from time to time with respect to Your Personalized Store. You will earn a Commission for any Eligible Orders placed via Your Personalized Store, subject to these Terms.
Fundraising Program Only: Donations of Store Credits
f you have enrolled in the Fundraising Program, Your Personalized Store will also have the capability, at your discretion, to accept donations of store credits that can be used at Your Personalized Store (“Store Credits”). Visitors to Your Personalized Store will have the option to purchase Store Credits (at a pre-determined minimum and maximum value) and donate the Store Credits to your team or organization, and your team or organization will then be able to use the Store Credits to purchase products and supplies at Your Personalized Store. You will not receive any Commissions for the purchase, donation or redemption of the Store Credits. The purchases of the Store Credits are non-refundable, and Store Credits may not be redeemed for cash (subject to applicable law). Strength.com does not represent or warrant, and does not provide any advice as to, whether the donation of Store Credits will be tax-deductible in any way. If you believe the donation of Store Credits are tax-deductible, it is your sole responsibility to communicate with the donor and provide any necessary disclaimers, information or acknowledgement letters required under applicable law.
You understand that you are an independent contractor and your enrollment and/or participation in the Programs shall not be interpreted to create an employment, agency, joint venture, or partnership relationship between you and Strength.com.
Restrictions; Prohibited Activities
You will not do any of the following: (a) alter, reverse engineer, decompile, disassemble, sell, rent, lease, sublicense, transfer, or otherwise make available any Program, Partner Portal or any Products or any copies thereof to any third party, or create derivative works therefrom; (b) copy any Program, Partner Portal or any Products; (c) use unsolicited email to promote the Products; (d) use auto-spawning browsers, or automatic redirecting of visitors, blind text links, misleading links, forced clicks to direct potential customers to Your Personalized Store or the Strength.com Store; (e) violate any applicable law in connection with your participating in any Program or promotion of Your Personalized Store or the Products.
Except for the limited license rights expressly granted to you as set forth herein, Strength.com (or its licensor) retains all right, title and interest in and to the Programs and the Partner Portal, and the technology utilized by Strength.com to operate the each of the foregoing, including but not limited to all patent, trademark, copyright, trade secret and all other intellectual property rights therein.
Use of Name and Logo
You are licensed to use the Strength.com and BuiltByStrength names and logos and other related names only in connection with your participation in the Programs. Any other use must first be approved by Strength.com.
Copyright Notice and limitations of Use
All information, content, and services (collectively, the “Content”) within or provided through the Programs are protected by copyright and other intellectual property laws. Strength.com owns the Content. The Content is intended for the personal use of users of the Programs. You may not reproduce, sell, publish, distribute, modify, display, re-post or otherwise use any portion of the Content in any other way or for any other purpose without the written consent of Strength.com. You acknowledge that the Content includes certain trademarks and service marks owned by Strength.com and certain logotypes, as well as trademarks owned by other providers. You agree not to copy, use or otherwise infringe upon these trademarks or service marks. You further agree that you will not alter or remove any trademark, copyright or other notice from any copies of the Content.
Use of Your Personal Information
Personal data collected by Strength.com will be used to deliver the purchased Products requested and may be used for additional reasons including, but not limited to, sending information, to respond to requests, for general Strength.com correspondence, editorial and feedback purposes, statistical analysis of users’ behavior, product development, delivering advertising and marketing, content improvement, or customization of the Content.
Representation and Warranties
Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into these Terms; (b) these Terms are a valid and binding obligation of such party; and (c) it has obtained and shall maintain all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
STRENGTH.COM DOES NOT WARRANT THAT THE PROGRAMS WILL BE UNINTERRUPTED, ERROR FREE OR SECURE AND DOES NOT WARRANT THE PROGRAMS AGAINST MALFUNCTION OR CESSATION DUE TO CESSATION OR MALFUNCTION OF ANY INTERNET SERVICE PROVIDER OR ANY OF THE THIRD PARTY NETWORKS THAT FORM THE INTERNET. STRENGTH.COM IS NOT RESPONSIBLE FOR THE ACCURACY OR INTEGRITY OF ANY DATA OR INFORMATION CONTAINED IN THE PROGRAMS, OR FOR ANY DOWNTIME, LOSS OR CORRUPTION OF DATA THAT OCCURS AS A RESULT OF TRANSMITTING OR RECEIVING DATA OR VIRUSES DUE TO CONNECTION TO OR ACCESS OVER THE INTERNET. EXCEPT AS SET FORTH HEREIN, THE PROGRAMS AND ALL SERVICES IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND STRENGTH.COM MAKES NO WARRANTIES YOU OR TO ANY THIRD PARTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BY WAY OF EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR RESULTS TO BE OBTAINED FROM USE OF THE PROGRAMS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE WILL BE GENERATED AS A RESULT OF YOUR PARTICIPATION IN THE PROGRAMS.
Limitation on Liability
STRENGTH.COM WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES, NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF STRENGTH.COM WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL STRENGTH.COM’S LIABILITY ARISING OUT OF THE PROGRAMS FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS OF COMMISSION EARNED BY YOU DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Each party agrees to indemnify and hold the other party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of any third party claims resulting from the breach of the representations, warranties and covenants made by such party herein. The indemnifying party reserves the right, at the indemnifying party’s expense’, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnified party agrees to cooperate with the indemnifying party’s defense of such claims.
Termination of Programs
Notwithstanding anything to the contrary herein, Strength.com reserves the right, in its sole and absolute discretion, to modify or terminate the Programs (including your access and/or participation in the Programs) at any time for any reason. Any orders after termination will not generate any Commission.
The information provided in connection with the Programs is provided for informational purposes only and is not meant to substitute for the advice provided by your doctor or other health care professional. You should not use the information available on or through the Programs including, but not limited to, information that may be provided by healthcare and/or nutrition professionals employed by, or contracting with, us for diagnosing or treating, curing or preventing a health problem or disease, or prescribing any medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration or any other government agency unless specifically so stated.
Both you and Strength.com agree that, unless required to do so by legal process, you/it will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about the other party, or any of its directors, officers, employees, attorneys, agents or representatives. For purposes of this Section, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character or product quality of the person or entity to whom the communication relates.
Entire Agreement and Ambiguities
These Terms constitute all the terms and conditions agreed upon between you and us and supersede any prior agreements in relation to the subject matter hereof, whether written or oral. Any additional or different terms or conditions in relation to the subject matter hereof in any written or oral communication from you to us are void. You represent that you have not accepted these Terms in reliance on any oral or written representations made by us that are not contained in these Terms.
Should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law.
Choice of Law, Mandatory Arbitration and Venue
Unless otherwise required by a mandatory law of any applicable jurisdiction, these Terms are subject to the law of the State of California, United States, without regard to choice or conflicts of law principles. Further, you agree to the exclusive jurisdiction of the state and federal courts in Orange County, California to resolve any dispute, claim or controversy that arises from, out of, or in connection with these Terms or your participation in the Program, that is not applicable to arbitration.
You agree to arbitrate all disputes and claims between us and you. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (a) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (b) claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); (c) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (d) claims that may arise after the termination of your participation in the Programs.
The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
A failure to enforce any provision of these Terms will not be interpreted as a waiver of that breach or any preceding or succeeding breach of the same or similar nature. The provisions of these Terms cannot be waived or altered in whole or in part except in writing and signed by duly authorized representatives of both parties.
You may not assign these Terms or your participation in the Programs without the prior written consent of Strength.com. These Terms shall be binding upon and inure to the benefit of the parties and their respective administrators, successors, and assigns.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
These Terms terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both parties may modify these Terms.
How to Contact Us
You may reach us by email at email@example.com.
Last updated: February 18, 2020