Affiliate Program

Affiliate Agreement for all Defense Nutrition Affiliates
By signing up as an Affiliate with Defense Nutrition LLC  you agree to the following: 
This agreement contains the entire terms and conditions for your participation in the Defense Nutrition LLC and  Affiliate Program (which includes our current websites www.defensenutrition.com and www.warriordiet.com, but may include additional web sites in the future). In this agreement, Defense Nutrition LLC and our individual web sites are collectively referred to as Defense Nutrition. 
In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we", "us" or "our" refers to Defense Nutrition LLC or Defense Nutrition. 
1 - Indemnification: You understand that Defense Nutrition and/or their assigns do not guarantee or predict any amount of revenue or response from your participation in this Program. Affiliate agrees to hold Defense Nutrition harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which Defense Nutrition and/or their assigns may become subject to arising out of or relating in any way to your participation in this Program or your use of the services provided under this Agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities. 
2 - Affiliate Site/Link: When you submit a fully completed Affiliate Application Form you will be issued an "Affiliate Direct Link Code", or unique URL, which allows Defense Nutrition to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales/purchases are recorded with your Affiliate Direct Link Code. To receive Referral Fees, you must use the provided Affiliate Direct Link Code. The URL may be in various forms such as a banner, image, or text link. 
3 - Referral Fees: You will receive a fee of 10% of the Net Revenue (as defined below) that we receive when visitors that were sent to one of our web sites from one of your Affiliate Site(s) and/or Affiliate Links convert into a sale/purchase on one of our web sites. You will not be entitled to any payment of your fee until we have received full payment on that sale/purchase and the funds have cleared our bank account. You will also have to wait for the allowed 30-day money back guarantee period which we extend to all clients who purchase from any Defense Nutrition site to pass before we issue commission payments to you.

Notwithstanding the foregoing, Defense Nutrition can change the amount and percentage of any Referral Fees and any other terms and conditions contained herein at any time and in Defense Nutrition’s sole and absolute discretion. 
For purposes of this Agreement, "Net Revenues" means revenue earned and collected by Defense Nutrition as a result of the "Unique Leads" (as defined below) generated through your Affiliate Site and/or Affiliate Links converting into a sale/purchase, less any refunds and/or rebates returned to any third parties or their agents, reasonable costs of collection, and applicable taxes (other than corporate income tax). 
For purposes of this Agreement, "Unique Leads" shall mean any lead that was not received by Defense Nutrition from any other source prior to the time and date that it was first generated through your Affiliate Site and/or Affiliate Links. (In other words, if you sent the lead to us first through your Affiliate Site and/or Affiliate Links before anyone else, you will be paid a Referral Fee. If you were not first, you will not receive any Referral Fee.). In the event that Defense Nutrition receives a lead through your Affiliate Site and/or Affiliate Links and Defense Nutrition has already received that lead directly or from another source, including its other web sites and/or another affiliate, then Defense Nutrition will ignore that lead from you and you will not receive credit for it and Defense Nutrition will not be obligated to pay you any Referral Fees for any activities from that specific lead. It is specifically understood and agreed by you that only the very first source that we receive a lead from will be the one that will get the credit for that lead. All subsequent referrals of that same lead from other referral sources (even if it is for different products and/or services) will be ignored and no Referral Fees will be paid to anyone but the original source of that lead. 
4 - Payment: Defense Nutrition will send payment in U.S. dollars via PayPal only within 45 days after Defense Nutrition has received full payment (allowing for the 30-day money back refund period) on that sale/purchase and those funds have cleared our PayPal account. 
If any sale/purchase that generated a Referral Fee is revised due to error or if there are any returned checks or charge backs, then the difference between the original Referral Fee amount and the revised Referral Fee amount will be either added or deducted to the Affiliate’s PayPal account, as the case may be, to or from the next monthly payment. If there is no subsequent payment and the amount of the original Referral Fee should be reduced, then the Affiliate will be invoiced for the difference and the deduction will be featured in the Affiliate’s PayPal account. 
If the Referral Fee due is less than $25.00, Defense Nutrition reserves the right to hold payment until Referral Fees accumulate to $25.00 or more. 
All Affiliates are independent contractors and are NOT employees of Defense Nutrition. You are completely responsible for any and all taxes and similar levies due on the payment of your Referral Fees including all federal, state and local taxes. 
5 - Customers: All visitors that were sent to one of our web sites from one of your Affiliate Site(s) and/or Affiliate Links including, but not limited to, those that convert into a sale/purchase will be deemed to be customers of Defense Nutrition. Accordingly, all Defense Nutrition rules, policies, and operating procedures concerning Defense Nutrition customers will apply to those customers. 
We may change our policies and operating procedures at any time. Referral Fees, prices and/or availability of our products and services may vary from time to time. The Affiliate shall refer to Defense Nutrition all questions, requests and queries concerning our products and services. In addition, you agree that you will not, directly or indirectly, by yourself or through third parties, contact or attempt to contact any of our partners, affiliates or other people that we do business with, in an attempt to circumvent our position, harm our business and/or reputation or to do anything to our detriment. 
6 - Term and Termination of the Agreement: The term of this Agreement will begin upon submission of your Affiliate Application form and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. We reserve the right to terminate this Agreement should your Referral Fees remain below a total of $25 USD for four consecutive quarters (one year). Should we terminate this Agreement we will notify you by email with termination becoming effective immediately upon our sending you the termination email. We may also terminate this Agreement if we do not have a current and effective e-mail address for you. You are only eligible to earn Referral Fees on sales/purchases occurring during the term of the Agreement. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. The rights and obligations contained in Sections 1, 4, 5, 6, 9, 11, 12, 13, 14, 15, 16, 17 and 18 of this Agreement shall survive the termination or expiration of this Agreement. 
Upon termination: 
•	You must remove our Banner(s) and Text Links from your site and disable any links from your site to ours. 
•	You must also remove our Banner(s) and Text Links from any and all newsletters, e-mail or other media. 
•	All rights and licenses, if any, given to you in this Agreement shall immediately terminate. 
•	You will be entitled only to those unpaid Referral Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Referral Fees occurring after the date of termination. 
•	If you have failed to fulfill your obligations and responsibilities, we will not pay you the Referral Fees otherwise owing to you on termination. 
•	We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 
•	If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination or any other of our rights. 
•	You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos, banners and other designations of ours. 
•	Defense Nutrition will be released from all obligations and liabilities to you occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement that occurred prior to termination. 
7 - Modification: We may modify any of the terms and conditions contained in this Agreement, at any time and in our absolute sole discretion, by either posting a change notice or a new agreement on this site or by giving you notice by e-mail. Modifications may include, for example, changes in the scope of available Referral Fees, fee schedules, payment procedures and Program rules. 
If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site or by giving you other notice will constitute binding acceptance of the change. 
8 - Qualifying Sites: Defense Nutrition reserves the right, in our sole and absolute discretion, not to accept any site into the Affiliate Program for any or for no reason whatsoever. 
Sites that Do Not Qualify for the Defense Nutrition Affiliate Program include sites which: 
•	Promote sexually explicit materials; 
•	Promote violence; 
•	Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 
•	Promote illegal activities; 
•	Violate intellectual property rights; 
•	Does not meet the criteria of Defense Nutrition as a qualified site; and 
•	Include Defense Nutrition trademarks, trade dress or other variations of our intellectual property in their domain names. 
9 - Unsolicited Commercial Email or SPAM: Defense Nutrition in no way (shape or form) participates in or condones bulk and/or mass unsolicited emailing (spamming) and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the Defense Nutrition Affiliate Program and the immediate forfeiture of any and all pending and/or unpaid referral fees. 
The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of Defense Nutrition's Products, Services or Affiliate Program. 
Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plug-ins, banner replacement technology, and browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be cause for the Affiliate's immediate termination. 
10 - Approved Layouts: Without our prior written approval, you will only use our approved graphic image(s) and text banners and links and will not alter their appearance. We may modify the text or graphic image(s) referenced herein from time to time and you agree to follow our banner guidelines, as those guidelines may change from time to time. 
You may not modify the banner or any other of our images in any way. 
11 - License to use Marks: We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use Defense Nutrition’s intellectual-property marks SOLELY in connection with your participation in the Defense Nutrition Affiliate Program. Except as otherwise permitted herein, this license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to and arises only out of this license to use the Banners and/or Text Links. You shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. We reserve all of our rights in the banners and/or text links, any other Defense Nutrition graphic image and text, our trade names and trademarks, and all other intellectual property rights that are not specifically granted in this Agreement. These rights shall, without limiting the generality of the foregoing, include rights to any derivative, derivatives, abridgments, adaptations or modifications of Defense Nutrition Intellectual Property, Defense Nutrition information, Defense Nutrition products and services, as well as any and all subsidiary rights in other media whether now known or later devised. 
12 - Confidential Information: During the term of this Agreement, you may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Defense Nutrition and/or the Program (including, for example, Referral Fees earned by you under the Program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent, which consent may be withheld in our absolute and sole discretion, and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement. 
Any and all data collected through Defense Nutrition’s website or the Program, through sales, registration or otherwise shall belong to Defense Nutrition. 
13 - Relationship of Parties: You and we are independent contractors, and nothing in this Agreement or the Program will or is intended to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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 otherwise, that reasonably would contradict anything in this paragraph or could reasonably cause any customer or other person or entity confusion as to our relationship with you. You shall not use any such words that describe or imply sponsorship, endorsement, partnership or the like between you and/or your web site and Defense Nutrition or any of Defense Nutrition’s affiliated entities or strategic partners. 
14 - Limitation of Liability and Disclaimer of Warranties: We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. 
Defense Nutrition shall not be subject to and disclaims: (l) any other obligations or liabilities arising out of breach of contract or of warranty; (2) any obligations whatsoever arising from tort claims (including negligence and strict liability) or arising under other theories of law with respect to the program, products sold or services rendered by Defense Nutrition, or any undertakings, acts or omissions relating thereto; and (3) all consequential, incidental and contingent damages whatsoever. 
With respect to any and other breaches of contract between Defense Nutrition and you, Defense Nutrition’s liability shall in no event exceed the total Referral Fees paid or payable to you. Without limiting the generality of the foregoing, Defense Nutrition specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of the Program, Products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to you under this Agreement. 


The parties agree that Defense Nutrition has made no implied warranties in connection with this agreement, including but not limited to any express or implied warranty of timeliness, performance, completeness, adequacy, performance, merchantability, fitness for a particular purpose, accuracy, omissions, current-ness, delays or non-infringement of proprietary rights. Neither defense nutrition, nor its affiliated entities, agents, associates, employees or officers, make any warranty that the link to or access to the Defense Nutrition website(s) will be uninterrupted, secure, complete or error free. The parties agree that the link, access to and the website itself are on an as-is basis with no warranties. 
You agree that the disclaimers of warranty herein also include any and all materials or "Affiliate Program" information or descriptions on the Defense Nutrition website(s). 
15 - Responsibility for Your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: 
•	the technical operation of your site and all related equipment; 
•	failure to follow the proper setup procedures, testing of the banner and/or text Links and/or linking them to the Defense Nutrition web site(s) and similar procedures; 
•	the accuracy and appropriateness of materials posted on your site; 
•	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; 
•	ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers. 
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. Further, you shall be responsible for and you shall assume all risks by conducting your own due diligence in regard to this Affiliate Program and the other matters listed hereinabove. We also cannot provide additional technical assistance or advice or help you in regard to the any of the above matters. 
16 - Severability: If any clause or provision of this Agreement is or becomes illegal, invalid, or unenforceable, the illegal, invalid or unenforceable provision shall be replaced by a provision, which, being legal, valid and enforceable, comes closest to the intent of the Parties underlying the illegal, invalid or unenforceable provision. If a court of competent jurisdiction refuses for any reason to reform such provision as contemplated by the Parties, the validity and enforceability of the remaining provisions of this Agreement shall not be affected, and the Agreement shall thereafter be construed as if the invalid provision had not been included in the Agreement, unless the elimination of such provision destroys the underlying business purpose of this Agreement. 
17 - Miscellaneous Provisions: This agreement is made under and the performance of all obligations hereunder shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of California. The federal and state courts within the State of California will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. You expressly consent to: (i) the personal jurisdiction of the federal and state courts within the State and California; (ii) service of process being effected upon you by confirmed telecopier message (a fax message) or registered mail sent to the address set forth in the Affiliate Application Form for the Program; and (iii) to be bound by orders of such courts, and expressly agree not to oppose enforcement of any order of such courts in other jurisdictions. 
You shall not assign this Agreement, by operation of law or otherwise, without our prior written consent, which consent can be withheld in our sole and absolute discretion, nor shall you transfer and/or sublicense this Agreement except upon the prior written consent of Defense Nutrition, which consent can be withheld in our sole and absolute discretion. 
Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. 
18 - Independent Investigation: by submitting the affiliate application form, 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.