WELCOME

Our affiliates are very important to us. We do our best to treat

you with the fairness and respect you deserve. We simply ask the same

consideration of you. The following affiliate agreement has been written with

that in mind. Let’s get through the legal formality before we start earning and

having fun together! 

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND YOGADEMORACY, INC.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU

HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT

YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that

apply to you becoming an affiliate in YOGADEMOCRACY.COM's Affiliate Program.

The purpose of this Agreement is to allow HTML linking between your web site

and social media and yogademocracy.com. Please note that throughout this

Agreement, "we," "us," and "our" refer to

yogademocracy.com, and "you," "your," and "yours"

refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and

submit the online application at the https://marketplace.refersion.com. The fact

that we auto-approve applications does not imply that we may not re-evaluate

your application at a later time. We may reject your application at our sole

discretion. We may cancel your application if we determine that your site is

unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality,

disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe

on any copyright, trademark or other intellectual property rights or to violate

the law 

2.1.6. Includes "Yoga Democracy" or variations or misspellings

thereof in its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,

obscene, harassing, or racially, ethnically or otherwise objectionable to us in

our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of

commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you

operate, explicitly or implied in a manner which resembles our website nor

design your website in a manner which leads customers to believe you are yogademocracy.com

or any other affiliated business.

2.2. As a member of yogademocracy.com's Affiliate Program, you

will have access banner creatives, browse and get tracking codes for our

coupons and deals. In order for us to accurately keep track of all guest visits

from your site to ours, you must use the HTML code that we provide for each

banner, text link, or other affiliate link we provide you with.

2.3. YogaDemocracy.com reserves the right, at any time, to review

your placement and approve the use of Your Links and require that you change

the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your

responsibility. We may monitor your site as we feel necessary to make sure that

it is up-to-date and to notify you of any changes that we feel should enhance

your performance.

2.5. It is entirely your responsibility to follow all applicable

intellectual property and other laws that pertain to your site. You must have

express permission to use any person's copyrighted material, whether it be a

writing, an image, or any other copyrightable work. We will not be responsible

(and you will be solely responsible) if you use another person's copyrighted

material or other intellectual property in violation of the law or any third

party rights.

3. YogaDemocracy.com Rights and Obligations

3.1. We have the right to monitor your site at any time to

determine if you are following the terms and conditions of this Agreement. We

may notify you of any changes to your site that we feel should be made, or to

make sure that your links to our web site are appropriate and to notify further

you of any changes that we feel should be made. If you do not make the changes

to your site that we feel are necessary, we reserve the right to terminate your

participation in the YogaDemocracy.com Affiliate Program.

3.2. YogaDemocracy.com reserves the right to terminate this

Agreement and your participation in the YogaDemocracy.com Affiliate Program

immediately and without notice to you should you commit fraud in your use of

the YogaDemocracy.com Affiliate Program or should you abuse this program in any

way. If such fraud or abuse is detected, YogaDemocracy.com shall not be liable

to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your

Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or

without cause, by giving the other party written notice. Written notice can be

in the form of mail, email or fax. In addition, this Agreement will terminate

immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement

at any time at our sole discretion. In such event, you will be notified by

email. Modifications may include, but are not limited to, changes in the

payment procedures and YogaDemocracy.com's Affiliate Program rules. If any

modification is unacceptable to you, your only option is to end this Agreement.

Your continued participation in YogDemocracy.com's Affiliate Program following

the posting of the change notice or new Agreement on our site will indicate

your agreement to the changes.

6. Payment

YogaDemocracy.com uses a third party to handle all of the

tracking and payment. The third party is the Refersion.com affiliate network.

Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter Refersion’s

secure affiliate account interface. From their site you will be able to receive

your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally

any promotion that mentions YogaDemocracy.com could be perceived by the public

or the press as a joint effort. You should know that certain forms of

advertising are always prohibited by YogaDemocracy.com. For example,

advertising commonly referred to as "spamming" is unacceptable to us

and could cause damage to our name. Other generally prohibited forms of

advertising include the use of unsolicited commercial email (UCE), postings to

non-commercial newsgroups and cross-posting to multiple newsgroups at once. In

addition, you may not advertise in any way that effectively conceals or

misrepresents your identity, your domain name, or your return email address.

You may use mailings to customers to promote YogaDemocracy.com so long as the

recipient is already a customer or subscriber of your services or web site, and

recipients have the option to remove themselves from future mailings. Also, you

may post to newsgroups to promote YogaDemocracy.com so long as the news group welcomes

commercial messages. At all times, you must clearly represent yourself and your

web sites as independent from YogaDemocracy.com. If it comes to our attention

that you are spamming, we will consider that cause for immediate termination of

this Agreement and your participation in the YogaDemocracy.com Affiliate

Program. Any pending balances owed to you will not be paid if your account is

terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in

their Pay-Per-Click campaigns on keywords such as YogaDemocracy.com, Yoga

Democracy, Yoga Democracy Leggings or YD Leggings and/or any misspellings or similar alterations of these

– be it separately or in combination with other keywords – and do not direct

the traffic from such campaigns to their own website prior to re-directing it

to ours, will be considered trademark violators, and will be banned from Yoga

Democracy’s Affiliate Program. We will do everything possible to contact the

affiliate prior to the ban. However, we reserve the right to expel any

trademark violator from our affiliate program without prior notice, and on the

first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s

information into the lead form as long as the prospects’ information is real

and true, and these are valid leads (i.e. sincerely interested in Yoga

Democracy’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,”

“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,”

“Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive

pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a

qualifying link until such time as the consumer has fully exited Yoga Democracy’s

site (i.e., no page from our site or any YogaDemocracy.com content or branding

is visible on the end-user’s screen). As used herein a. “Parasiteware™” and

“Parasitic Marketing” shall mean an application that (a) through accidental or

direct intent causes the overwriting of affiliate and non affiliate commission

tracking cookies through any other means than a customer initiated click on a

qualifying link on a web page or email; (b) intercepts searches to redirect

traffic through an installed software, thereby causing, pop ups, commission

tracking cookies to be put in place or other commission tracking cookies to be overwritten

where a user would under normal circumstances have arrived at the same

destination through the results given by the search (search engines being, but

not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar

search or directory engines); (c) set commission tracking cookies through

loading of Yoga Democracy’s site in IFrames, hidden links and automatic pop ups

that open YogaDemocracy.com’s site; (d) targets text on web sites, other than

those web sites 100% owned by the application owner, for the purpose of

contextual marketing; (e) removes, replaces or blocks the visibility of

Affiliate banners with any other banners, other than those that are on web

sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable

right to (i) access our site through HTML links solely in accordance with the

terms of this Agreement and (ii) solely in connection with such links, to use

our logos, trade names, trademarks, and similar identifying material

(collectively, the "Licensed Materials") that we provide to you or

authorize for such purpose. You are only entitled to use the Licensed Materials

to the extent that you are a member in good standing of YogaDemocracy.com's

Affiliate Program. You agree that all uses of the Licensed Materials will be on

behalf of YogaDemocracy.com and the good will associated therewith will inure

to the sole benefit of YogaDemocracy.com.

9.2. Each party agrees not to use the other's proprietary

materials in any manner that is disparaging, misleading, obscene or that

otherwise portrays the party in a negative light. Each party reserves all of

its respective rights in the proprietary materials covered by this license.

Other than the license granted in this Agreement, each party retains all right,

title, and interest to its respective rights and no right, title, or interest

is transferred to the other.

10. Disclaimer

YOGADEMOCRACY.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR

WARRANTIES REGARDING YOGADEMOCRACY.COM SERVICE AND WEB SITE OR THE PRODUCTS OR

SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF YOGADEMOCRACY.COM ABILITY,

FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED

AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR

SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE

CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and

delivered by you and constitutes your legal, valid, and binding obligation,

enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into

and be bound by the terms and conditions of this Agreement and to perform your

obligations under this Agreement, without the approval or consent of any other

party;

11.3. You have sufficient right, title, and interest in and to

the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER

OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR

OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,

SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR

GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL YOGADEMOCRACY.COM'S

CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,

WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR

EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS

AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless YogaDemocracy.com,

and its subsidiaries and affiliates, and their directors, officers, employees,

agents, shareholders, partners, members, and other owners, against any and all

claims, actions, demands, liabilities, losses, damages, judgments, settlements,

costs, and expenses (including reasonable attorneys' fees) (any or all of the

foregoing hereinafter referred to as "Losses") insofar as such Losses

(or actions in respect thereof) arise out of or are based on (i) any claim that

our use of the affiliate trademarks infringes on any trademark, trade name,

service mark, copyright, license, intellectual property, or other proprietary

right of any third party, (ii) any misrepresentation of a representation or

warranty or breach of a covenant and agreement made by you herein, or (iii) any

claim related to your site, including, without limitation, content therein not

attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any

business, technical, financial, and customer information, disclosed by one

party to the other during negotiation or the effective term of this Agreement

which is marked "Confidential," will remain the sole property of the

disclosing party, and each party will keep in confidence and not use or

disclose such proprietary information of the other party without express

written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and

nothing in this Agreement will create any partnership, joint venture, agency,

franchise, sales representative, or employment relationship between you and YogaDemocracy.com.

You will have no authority to make or accept any offers or representations on

our behalf. You will not make any statement, whether on Your Site or any other

of Your Site or otherwise, that reasonably would contradict anything in this

Section.

15.2. Neither party may assign its rights or obligations under

this Agreement to any party, except to a party who obtains all or substantially

all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in

accordance with the laws of the State of Arizona without regard to the

conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement

unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us

and you, and shall supersede all prior agreements and communications of the

parties, oral or written.

15.6. The headings and titles contained in this Agreement are

included for convenience only, and shall not limit or otherwise affect the

terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or

unenforceable, that provision shall be eliminated or limited to the minimum

extent necessary such that the intent of the parties is effectuated, and the

remainder of this agreement shall have full force and effect.