THIS AGREEMENT is made and entered as of the date that Affiliate agrees to the terms hereof by clicking the I Agree (or equivalent) button on the Affiliate Signup Form (the "Effective Date") by and between Lodix Corp., a Florida corporation with its principal place of business at 138 Palm Coast Parkway NE, Suite 192, Palm Coast, Florida 32137 ("Lodix") and Affiliate. The term "Affiliate" as used herein refers to the entity (or if non, the individual) identified on the Affiliate Signup Form.

 

NOW, THEREFORE, in light of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

  1. Lodix Obligations. Lodix shall pay to Affiliate thirty percent (30%) of the gross product value of each sale made to a Qualified Customer (the "Commission"). The term "Qualified Customer" means a customer that: (i) originated within three hundred and sixty-five (365) days prior to the sale, from a website controlled by Affiliate and disclosed in the Affiliate Sign Up Form; and (ii) has not disabled or deleted the Lodix cookie (software file that designates a certain website as the customer's origination point). Lodix shall also pay to Affiliate five percent (5%) of the gross product value of each sale made to a Qualified Customer of another Lodix affiliate, where such Lodix affiliate was referred by Affiliate (the "Additional Commission").

  2. Affiliate Obligations. Affiliate shall:
    a)Keep its account information current by immediately notifying Lodix of any changes in the information provided by Affiliate in the Affiliate Sign Up Form;
    b)Accept commercial emails from Lodix; and
    c)Comply with the FTC Act and any and all relevant regulations, including making a conspicuous disclosure of Affiliate's financial relationship with Lodix if Affiliate's website endorses or otherwise comments favorably on Lodix or its products.

  3. Changes to Terms. Lodix may change the terms of this Agreement from time to time. When these changes are made, Lodix will post the revised Agreement here. You understand and agree that if you accept a payment from Lodix after the date on which this Agreement has been changed, your use constitutes acceptance of the amended Agreement.

  4. Payment Terms. Lodix shall pay any Commissions and Additional Commissions for the prior calendar month to Affiliate on or about the fifteenth of each month.

  5. Affiliate Representations and Warranties. Affiliate represents and warrants that: (i) it is, and shall remain, in compliance with all applicable laws and regulations and with all representations made to Lodix; (ii) its performance of its obligations hereunder does not violate any agreement with any third party, including but not limited to any agreement regarding confidentiality, protection of trade secrets, prohibitions against engaging in competing business ventures or otherwise; (iii) the content, materials and intellectual property utilized by Affiliate hereunder do not infringe the trademark, copyright, patent, or other rights of any third party; (iv) it will not participate in the distribution of unsolicited commercial email ("spam) which in any way relates or refers to Lodix or its products; and (v) the information provided by Affiliate in the Affiliate Sign Up Form is accurate.

  6. Term; Termination. This Agreement shall commence on the Effective Date and terminate as provided herein. Either party may terminate this Agreement upon ten (10) days' written notice. Lodix may terminate this Agreement on five (5) days' written notice in the event that Affiliate has breached this Agreement or is, in Lodix' sole discretion, engaging in conduct detrimental to Lodix.

  7. Intellectual Property. Affiliate acknowledges Lodix’s exclusive rights in the Luvessentials trademark and that Lodix owns a federal trademark registration therefore. In additional Affiliate acknowledges Lodix's exclusive trademark rights in the names of the Lodix products (Luvessentials and the product names collectively, the "Marks"). Affiliate further acknowledges that the Marks are unique and original to Lodix and that Lodix is the owner thereof. Lodix hereby grants Affiliate a non-exclusive, non-transferable, non-sublicensable, limited license to use the Marks to link to Lodix's website(s) and to promote the Lodix products. Affiliate shall not, at any time during or after the term of this Agreement, dispute or contest, directly or indirectly, Lodix’s exclusive right and title to the Marks or the validity thereof. Affiliate acknowledges that Affiliate's use of the Marks inures to the benefit of Lodix and that Affiliate shall not acquire any rights in the Marks as a result of this Agreement.

  8. Illegal Conduct. Lodix reserves the right, in its sole discretion, with or without notice, to investigate, and to involve and cooperate with law enforcement authorities, and to pursue a civil lawsuit or criminal prosecution, for any alleged or actual illegal activities involving Affiliate.

  9. Indemnity. Affiliate agrees to indemnify, defend, and hold harmless Lodix, from and against any action brought against Lodix by any third party, with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys' fees, to the extent that such action is based upon, or in any way related to, Affiliate's conduct.

  10. Limitation of Liability. Affiliate agrees that the Lodix's entire liability, if any, for any claim(s) for damages relating to this Agreement which are made against Lodix, whether based in contract, negligence, or otherwise, shall be limited to the amount paid by Lodix to Affiliate within the six (6) months prior to the incident giving rise to the claim. In no event will Lodix be liable for any consequential, exemplary, incidental, indirect, or special damages, arising from or in any way related to, this Agreement or relating in whole or in part to Affiliate's rights hereunder, even if Lodix has been advised of the possibility of such damages.

  11. Disclaimer of Warranties. Affiliate agrees that the products and services provided by Lodix are provided "as is" and "as available." Lodix hereby expressly disclaims all warranties, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. Nothing in this Agreement shall exclude or limit Lodix's obligations or liability for losses which may not be lawfully excluded or limited by applicable law.

  12. Acknowledgment. Affiliate acknowledges and agrees that: (1) it has read and understood this Agreement; (2) the terms of this Agreement are fair, reasonable, and not unduly restrictive; and (3) Affiliate has had the opportunity to confer with legal counsel of Affiliate's choosing regarding this Agreement prior to executing same. Affiliate further acknowledges and agrees that the individual who has signed this Agreement is authorized to bind Affiliate.

  13. Survival. Upon termination of this Agreement, the provisions of paragraphs 3, 5, and 7 through 14 shall survive.

  14. General Provisions.
    1. Notices. All notices, requests, consents and other communication hereunder shall be in writing, shall be addressed to the receiving party's address as listed above or as a party may designate by notice hereunder, and shall be deemed to have been given: (i) if by hand, at the time of delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by e-mail or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, or (iii) if sent by overnight courier, on the next business day following the day such mailing is made.
    2. Entire Agreement. This Agreement comprises the entire understanding between the parties with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, and only to, the subject matter hereof. This Agreement may only be amended by a writing signed by both parties.
    3. Attorneys' Fees. In connection with any litigation or arbitration arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, whether incurred during settlement, at trial, in arbitration, on appeal, or in any bankruptcy proceeding.
    4. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
    5. Governing Law; Jurisdiction; Venue. The parties agree that this Agreement is being entered into in and shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles. The parties agree that in any action or proceeding arising out of the parties' relationship, such proceeding shall be brought exclusively in the courts of the State of Florida, County of Volusia or the federal court with subject matter jurisdiction and encompassing the County of Volusia, Florida. Either party may, as a matter of convenience, request the other to execute the Agreement some place other than the State of Florida. In exchange for such convenience, each party hereby knowingly and voluntary waives any defense it may have to jurisdiction and venue of any action brought on this Agreement, and irrevocably consents and submits to the jurisdiction of, and venue in, the aforementioned courts, and further waives any claim that a proceeding brought therein has been brought in an inconvenient forum. Each party acknowledges that such waiver is a condition precedent to this Agreement should this Agreement be executed outside of Florida. Process in any action or proceeding referred to in this subsection may be served on any party anywhere in the world and may be served by delivery of service of process by certified mail, return receipt requested, and the party receiving such service waives any and all objections to delivery of service of process in this manner, and shall indemnify the other party for any damages arising from any claims to the contrary.
    6. Independent Contractor. Affiliate is an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a joint venture relationship, or a partnership relationship. Affiliate understands and agrees that Lodix will not withhold from compensation on behalf of Affiliate pursuant to this Agreement any sums for income tax, unemployment insurance, social security or any other withholding.
    7. Assignability. This Agreement may not be assigned by Affiliate, except in association with a sale of all or substantially all of the assets or equity of Affiliate, and then only upon notice to Lodix. Lodix may assign all or a portion of its rights, or delegate all or a portion of its obligations, hereunder at any time.
    8. Counterparts; Headings. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.