Strong Institute REI Provider Agreement
This REI Provider Agreement ("Agreement") contains the terms and conditions that apply to your participation as an REI Provider (“you” or "REI Provider") in the Strong Institute REI Provider Program.
REI Provider acknowledges that it may participate in the Strong Institute REI Provider Program only under the terms and conditions set forth below, and that subsequent to Strong Institute accepting this Agreement, Strong Institute will, in its sole discretion, determine whether or not to accept REI Provider into Strong Institute’s REI Provider Program.
By submitting an application to become an REI Provider, you warrant that you have read and understand this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a request to become an affilaite by emailing us at firstname.lastname@example.org. Please include your website address. We will contact you to discuss your goals and client needs to see if REI is the right fit for you and explore your business/practice to see if you are the right fit for the Strong Institute REI Provider Program. We reserve the right in our sole and absolute discretion, to accept or reject your REI Provider request for any or for no reason whatsoever.
Upon notice of acceptance of your REI Provider request, this Agreement shall be effective between you and the Strong Institute (“us” or “we”). If we reject your REI Provider request you will not be able to participate in the Strong Institute REI Provider Program.
Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, for purposes of this Agreement, the following definitions apply:
1.1. "Advertising" or "Advertisements" means any and all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet or email that promote Strong Institute Products or Services and that contain a Link to the Strong Institute Site.
1.2. “REI Provider” means any person or entity that has submitted an REI Provider Program Application and has been accepted for participation in the Strong Institute REI Provider Program in accordance with the terms of this Agreement.
1.3. “Agent” is defined in Section 5.8.
1.4. “Strong Institute Brand Features” means Strong Institute trade names, trademarks, service marks and/or logos authorized by Strong Institute.
1.5. "Strong Institute Products and Services" means those proprietary products and services currently offered on the Strong Institute Site, which currently consists of, Rhythmic Entrainment Intervention (REI) CDs, audio downloads and programs, and any proprietary products or services as may be offered at a future date on the Strong Institute Site during the Term of this Agreement. “Strong Institute Products and Services” does not include products and services offered by third parties on or through the Strong Institute Site.
1.6. “Strong Institute Site” means the Strong Institute Internet sites currently located at www.stronginstitute.com and www.stronginstitute.org, or any page, section, subsection or subdirectory thereof, and any other additional, substitute or successor site that may be designated by Strong Institute under this Agreement.
1.7. "Customer" means any person or entity who (i) successfully purchases a Strong Institute Product or Service from the Strong Institute Site (ii) using a Link and (iii) through such Link provides a valid email address and valid credit card information to facilitate such purchase via the Strong Institute Site, and (iv) provided that the person or entity has not previously purchased a product or service through the Strong Institute Site.
1.8. “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
1.9. "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Strong Institute Site that is embedded in an Advertisement and that identifies consumers that become Customers via the Advertisement.
1.10. “Referral Fee” is defined in Section 4.1.
1.11. “Term” is defined in Section 2.1.
2. Term and Termination
2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party in writing or by email.
2.2. The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving notice to the other party; or (ii) REI Provider agrees and acknowledges that if REI Provider breaches any provision of this REI Provider Agreement Strong Institute may immediately terminate REI Provider from the REI Provider Program. Upon termination of this Agreement, REI Provider must immediately remove from REI Provider's Web site(s) and cease using any Advertising or Links. Following termination of this REI Provider Agreement, REI Provider agrees to refund any amounts that were earned from Strong Institute in breach of this Agreement.
2.3. Upon termination of this Agreement, REI Provider shall immediately cease serving or using Advertisements.
2.4. No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment for up to 120 days as necessary to calculate properly any amount due to you.
2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of this Agreement. Sections 5.5 and 8-21 of this Agreement, inclusive, and the provisions of this Agreement that impose obligations on REI Provider, shall survive any termination of this Agreement.
2.6. Strong Institute may terminate REI Provider from its REI Provider Program and REI Provider will forfeit all monies resulting therefrom if:
(a) REI Provider has become or is likely to become subject to litigation or other regulatory legal action that may adversely affect Strong Institute’s business;
(b) REI Provider sends unsolicited emails to Strong Institute users, provides false account information, or falsely or wrongfully increases the amount of Referral Fees payable; or
(c) REI Provider does not comply with any provision of this Agreement.
3. Obligations of Strong Institute
3.1. Upon acceptance of your application, you will have the ability to enter the password-protected site for the REI Provider Program ("REI Provider Program Site"). The REI Provider Program Site will contain certain sales reports and traffic information related to your REI Provider relationship with Strong Institute. These reports will contain estimates of (i) the number of Internet user click-throughs to the Strong Institute Site from use of Advertising and (ii) the Referral Fees payable to you pursuant to Section 4.1, below. REI Provider acknowledges that there may be delays in the reporting of information and the Referral Fees paid to you, and adjustments for chargebacks may be made after reporting of any sale.
3.2. Strong Institute shall provide you with all Advertising and you shall use only Advertising provided by Strong Institute in promoting Strong Institute and/or the Strong Institute Products and Services. The Advertising available for your use will be made available on the REI Provider Program Site. Strong Institute shall be solely responsible for creating and modifying all Advertising.
4. Referral Fee
4.1. During the Term of this Agreement, Strong Institute shall pay you a fee ("Referral Fee") for each new Client you deliver as of the last day of the month, as documented on the reporting system located on the REI Provider Program Site. Strong Institute reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent sales, fraudulent or automated clicks or intentional manipulations of the registration or sales process, all as determined in our discretion. In addition to all other remedies available to us, we shall have the right to refuse to make any payment to you with respect to any Customer that we determine was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth in the Strong Institute Payment Schedule located on the Strong Institute REI Provider Site. Strong Institute reserves the right to change the Referral Fees payable hereunder by providing email notice to you and/or reflecting such changes on the Strong Institute Payment Schedule. Any decrease to the Referral Fees shall become effective immediately after notice to you or posting of the new Referral Fee on the Strong Institute Payment Schedule.
4.2. Strong Institute shall cause to be paid to you any such Referral Fees approximately on the 30th day of the month after the month during which they were earned. Notwithstanding anything herein to the contrary, there may be up to 14 days of delay in between the reporting of a sale and the reporting of REI Provider’s Referral Fee through REI Provider’s Account page in our service, and adjustments for chargebacks may be made up to 60 days after the reporting of the purchase.
4.3. Strong Institute shall only pay commissions when total due to you is at least $100. If your Referral fee for any payment period is below $100, your Referral fees will accumulate until the $100 threshold is met, at which time a check will be sent to you at the end of the next pay period.
5. Certain Obligations of REI Provider
5.1. As an REI Provider, you are permitted to promote the Strong Institute Products and Services only through Advertisements made in the following manner: (i) Links from your Web site to the Strong Institute Site, (ii) Links or pop-ups or pop-under placements on Web sites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement, and (iii) emails in compliance with law and this Agreement.
5.2. All email advertising must be CAN-SPAM compliant and employ only your own permission-based (opt-in) mailing list. You may not use 3rd party lists (rented, gifted or purchased – even if “opt-in”), lists scraped from the internet, or any list where the subscriber hasn’t explicitly requested to receive promotional email offers from you.
5.3. All promotional activities undertaken by you to promote the Strong Institute Products or Services shall be made in accordance with prudent business practices and in accordance with all applicable laws and regulations. All information obtained at the Strong Institute Site from individuals linking to the Strong Institute Site shall be the sole and exclusive property of Strong Institute and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the Strong Institute Site.
5.4. You shall replace any Advertising displayed on your site with any new Advertising provided by Strong Institute within three (3) days after receiving notice from Strong Institute of the new Advertising. You shall not modify any Advertisement in any way.
5.5. Your site shall not in any way copy or resemble the look and feel of the Strong Institute Site, nor shall you create the impression that your site is the Strong Institute Site or a part of the Strong Institute Site. You shall not use the name of the Strong Institute or the Strong Institute Web site or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the Strong Institute Site.
5.6. During and after the Term, you will not disparage Strong Institute, the Strong Institute Site or the Strong Institute Products or Services, or portray any of these in a derogatory or negative manner.
5.7. You will be solely responsible for the development, operation, and maintenance of your site and for all materials related thereto. For example, you will be solely responsible for:
· the technical operation of your site and related equipment
· creating and posting Strong Institute descriptions on your site and linking those descriptions to the Strong Institute Site
· the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
· ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
· ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees, payable as incurred) relating to the development, operation, maintenance, and contents of your site, use of the Advertising, violation of this Agreement, and/or violation of any right of another party.
5.8. This Agreement may not be assigned or otherwise transferred by you without the express written consent of Strong Institute.
5.9. You shall not provide any Advertisement to any third party, subREI Provider or agent (“Agent”) without the written permission of Strong Institute. Any such permission must clearly identify the third party, subREI Provider or agent and include their business name, physical address, and Web site URL. It is within the sole and exclusive discretion of Strong Institute to grant or deny any such permission and, even if granted, such permission may be revoked by Strong Institute for any reason or for no reason at any time.
5.10. Strong Institute shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of Strong Institute to any such Agent, including commitments regarding payment of fees to the Agent by Strong Institute or commitments for licenses to Strong Institute’s name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with Strong Institute. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and Strong Institute shall have full recourse against you with respect to such breach.
6. Ongoing Compliance
REI Provider's continuing compliance with this Agreement is a condition of continuing participation in the Program. Strong Institute reserves the right to review and audit REI Provider's Web site from time to time to determine if REI Provider is in continued compliance with this Agreement. REI Provider's Web site must be and remain fully functional.
7. Adult Content and Other Unacceptable Content
REI Provider may not post adult-oriented content on any page on which the Advertising appears. Strong Institute considers content to be "adult" if it contains nudity, is sexually explicit, pornographic, lewd, obscene, primarily intended for sexual gratification or is otherwise inappropriate for minors, as determined in Strong Institute’s sole discretion. REI Provider may not post any offensive or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Strong Institute’s sole discretion.
8. Use of Advertiser Content
8.1. REI Provider agrees that it is sublicensed only the exact Advertising provided by Strong Institute and only in the form and manner available from and as specified by Strong Institute. Advertiser shall have complete discretion to evaluate REI Provider 's use to decide whether that use violates any applicable terms and conditions.
8.2. REI Provider may not distribute, transfer, sublicense or otherwise use the Advertising in a manner inconsistent with this Agreement.
8.3. REI Provider acknowledges that Strong Institute owns and will retain all right, title, and interest in the Advertising, including, without limitation, any proprietary rights that may be developed in the future.
8.4. REI Provider will ensure that the presentation of the Advertising is consistent with Strong Institute’s own use of the Advertising in comparable media.
8.6. REI Provider will not present or use the Advertising: (i) in a manner that could be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Strong Institute, or Strong Institute’s representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable, in Strong Institute’s reasonable opinion; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of the Advertising; or (iv) as part of a name of a product or service of a Strong Institute other than Strong Institute.
8.7. REI Provider will make any changes to its use of the Advertising as are requested by Strong Institute.
8.8. REI Provider will not publish any prices, special offers or discounts in connection with the Advertising on its Web site, unless such prices, special offers or discounts were included by Strong Institute in the unmodified Advertising.
8.9. ALTERING OR ANY UNAUTHORIZED USE OF THE ADVERTISING IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. ALL RIGHTS NOT EXPRESSLY GRANTED BY STRONG INSTITUTE ARE RESERVED.
Strong Institute may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion effective immediately upon notice to you. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE REI PROVIDER PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR NEW AGREEMENT, AS APPLICABLE.
THE STRONG INSTITUTE SITE AND RELATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND STRONG INSTITUTE EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE STRONG INSTITUTE SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, STRONG INSTITUTE MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF THE STRONG INSTITUTE SITE, OR ANY THIRD-PARTY’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND STRONG INSTITUTE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. STRONG INSTITUTE SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF STRONG INSTITUTE’S PRODUCTS OR SERVICES.
11. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL STRONG INSTITUTE BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE REI PROVIDER PROGRAM. WITHOUT LIMITING THE FOREGOING, STRONG INSTITUTE’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO REI PROVIDER UNDER THIS AGREEMENT, BUT IN NO EVENT GREATER THAN $25,000.
12. Relationship of Parties
REI Provider and Strong Institute are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. REI Provider will have no authority to make or accept any offers or representations on Strong Institute’s behalf. REI Provider will not make any statement, whether on the REI Provider’s site or otherwise, that reasonably would contradict anything in this Section. REI Provider, as an independent contractor, will have sole responsibility for its expenses, taxes, employees, sales representatives and agents.
13. Public Announcements
REI Provider may not make any public announcement or press release about the terms or existence of the Agreement without Strong Institute’s prior written approval and consent.
14.1. REI Provider acknowledges that by reason of its relationship to Strong Institute hereunder it will have access to certain information and materials concerning Strong Institute's business, plans, customers, technology, products and services that are confidential and of substantial value to Strong Institute, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Customers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Strong Institute. REI Provider agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). REI Provider shall take every reasonable precaution to protect the confidentiality of such information.
14.2. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties, will not be considered confidential information hereunder.
15. Reservation of Rights
Strong Institute reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Strong Institute retains all right, title, and interest in and to the Strong Institute Brand Features and the Strong Institute Site, together with all Intellectual Property Rights thereto.
16. Program Information
Strong Institute will own all right, title and interest in and to all information that is created or collected in the operation of the Strong Institute Site including, without limitation: (i) any contact information collected from any Customers (the "Contact Information"); and (ii) any information collected about product or services sales at the Strong Institute Site generated through the REI Provider Link(s) (the "Sales Information"). Strong Institute may make certain Sales Information available online to REI Provider from time to time. REI Provider will not disclose any Sales Information to any third party without Strong Institute’s prior approval and not use such Sales Information without the approval of Strong Institute.
17. Order of Precedence
In the event of an inconsistency between other agreements between Strong Institute and REI Provider (if any), and this Agreement, this Agreement will control.
18.1. This Agreement shall be treated as though it were executed and performed in Santa Fe, New Mexico, and shall be governed by and construed in accordance with the laws of the State of New Mexico (without regard to conflict of law principles).
18.2. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.
18.3. This Agreement may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger.
18.4. If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible.
18.5. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
18.6. Our rights under this Agreement shall survive any termination of this Agreement.
18.7. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.
18.8. Notices may be made by Strong Institute by email or through posting on the Strong Institute Site.
18.9. Notices and other communications to you, as required or permitted to be given hereunder, that are posted on the Strong Institute Site and/or otherwise e-mailed to the e-mail address provided in your application, shall be deemed effective upon posting or e-mailing. Notice or other communications to Strong Institute shall be sent by e-mail to email@example.com and shall be deemed effective one business day after e-mailing.
18.10. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Strong Institute and REI Provider with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Strong Institute and REI Provider with respect to the subject matter hereof.
18.11. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.
18.12. This Agreement constitutes the entire agreement between Strong Institute and REI Provider and govern participation in the REI Provider Program, superceding any prior or contemporaneous agreements between Strong Institute and REI Provider.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof and the enforceability of this arbitration clause), any transactions or activities under this Agreement or your relationship with us or any of our REI Providers shall be submitted to confidential binding arbitration in Santa Fe, New Mexico, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New Mexico (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules of JAMS in existence at the time of the commencement of the arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party shall bear its own attorneys’ fees, costs, and expert witness fees. Each party shall bear one-half of the arbitration fees and arbitration costs incurred through JAMS.
20. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
BY APPLYING FOR THE STRONG INSTITUTE REI PROVIDER PROGRAM, YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT.