PushX3 Affiliate Agreement

By filling out the PushX3 Affiliate Program Signup Form, you acknowledge that you have read and agree with the terms and conditions associated with this affiliate program. NOTE: THIS SITE IS LOCATED IN THE UNITED STATES OF AMERICA, AND U.S. LAWS WILL APPLY.

1.0 Relationship of Parties
This Agreement is a legally binding contract between you and Tenaya Industries LLC ("we", or "our"), a California Limited Liability Company, which owns the web site www.PushX3.com ("PushX3"). You and PushX3 are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The purpose of this Agreement is solely to define the terms of your involvement in PushX3’s Affiliate Program.

2.0 Your Representations and Warranties
By filling out the PushX3 Affiliate Program Signup Form, you will automatically become an affiliate and are bound by the terms of this agreement. By using this site, you signify your agreement to all terms, conditions, and notices contained or referenced herein. We reserve the right to change these terms and conditions, and your continued use of our web site constitutes agreement to all such changes. Please check this page periodically, as we may amend these terms and conditions at any time; in such cases, your continued participation in the PushX3 Affiliate Program signifies your acceptance of such amendments.

By accepting this Agreement and participating in PushX3’s Affiliate Program, you represent and warrant that each of the following are true:

·      You are a legal resident of the United States, age 18 or older.

·      You own or operate a web site, and have the authority to represent that site for the purposes of this Agreement.

·      Your site does not and will not during the term of this Agreement promote any form of illegal activity, violence, or discrimination (boxing, self-defense, MMA, and other forms of physical sports are acceptable).

·      Your site does not and will not during the term of this Agreement infringe on the copyrights, trademarks, or other rights of any other party.

·      Your site does not and will not during the term of this Agreement make use of any form of unsolicited commercial e-mail ("spam").

3.0 Your Responsibilities
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site, including, but not limited to, links between your site and www.PushX3.com.

Further, you agree to indemnify and hold Tenaya Industries LLC and PushX3 harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

4.0 Our Responsibilities
We shall be responsible for providing all information necessary to allow you to make affiliate links from your site to PushX3. We shall be solely responsible for processing every order placed by a customer following these affiliate links, for tracking the volume and amount of sales generated by your site, and for providing information to you regarding sales statistics via our online reporting. We shall be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

5.0 Reservation of Rights
We grant you a non-exclusive, non-transferable, revocable right to access our site through the affiliate links, and in connection with such links to use certain associated images, logos, and trademarks of PushX3 and its distributed products for the sole purpose of promoting PushX3 on your site. These rights do not constitute any assignment or transfer of ownership interests, and you agree not to use these images, logos, and trademarks for any purpose other than promoting PushX3 on your site.

6.0 Limitation of Liability
We make no express or implied warranties with respect to the PushX3 Affiliate Program, nor do we warrant that the operation of PushX3 will be uninterrupted or error-free, and we shall not be liable for the consequences of any interruptions or errors. We shall also not be liable for indirect, special, or consequential damages or losses arising in connection with this Agreement or the PushX3 Affiliate Program, even if we have been advised of the possibility of such damages and losses. Further, our aggregate liability arising with respect to this Agreement shall not exceed one month’s total referral fees payable to you under this Agreement.

7.0 Affiliate Links
We shall make available to you a variety of graphic and textual links, which you may display in as many areas on your site as you desire. These links identify you as a member of the PushX3 Affiliate Program and provide information that we use to track visitors that originate from your site. If you use our graphic links, you agree not to modify those graphic images nor substitute any other graphic image in their place without first receiving written permission from us.

7.1 Affiliate Links on Multiple Web Sites
You may, with a single PushX3 affiliate account, display PushX3 affiliate links on other sites that you own or operate, including new sites that you create, as long as such sites fully comply with the terms of this Agreement.

7.2 Affiliate Links in Popups and Frames
You may display PushX3 affiliate links in popup windows and/or framed pages on your site. However, you agree not to open or display any portion of the PushX3 site within a popup window or frame or by any other means. You further agree not to cause the creation of our commission-tracking cookie on a consumer’s computer through any means other than through a direct consumer-initiated click of a PushX3 affiliate link.

7.3 Affiliate Links in Advertisements
You may use PushX3 affiliate links in online advertisements, including Google Adwords and similar programs. However, you agree not to bid on or display the terms "Tenaya Industries LLC", “PushX3”, "www.PushX3.com", or any derivative or misspelling of these terms.

7.4 Affiliate Links in Emails
You may use PushX3 affiliate links in email messages that you send to individuals who have opted to receive your communications. However, you agree not to use PushX3 affiliate links in any form of unsolicited email message (i.e. "spam").

8.0 Referral Fees
Your total referral fees will be equal to the sum of your net referral aggregate, as defined below.

You will earn referral fees equal to the agreed percentage (%) of each Net Sale to any customer (including yourself) that originated from your PushX3 affiliate link. "Net Sale" shall be understood to mean the total of any purchase that the customer has paid in full, less all discounts, credits, refunds, chargebacks, taxes, and shipping and handling charges.

8.3 Referral Fee Payment
You shall be generally paid whenever your referral fee balance exceeds $25.00 at the end of any calendar month, or by other specified schedule. Our payment to you will be in the form of a PayPal transfer in US dollars, in an amount equal to the sum of your referral fees less any taxes that we are required to withhold under applicable law. This money will be transferred approximately thirty (30) days after the end of the calendar month in which the corresponding sales occurred.

8.4 Payment Offsets
If a sale is reversed due to product return, credit card fraud, chargeback, or any other reason, and you have already been paid the referral fee for that sale, we will deduct the amount of that referral fee from your next payment. If there is no subsequent payment due, you will be billed for and required to repay that referral fee.

9.0 Reporting of Sales
During the affiliate application process, you will be required to register an email address and password. After approval of your affiliate application, you shall have the ability to enter a password-protected area of the PushX3 affiliate page to receive your current sales statistics.

10.0 Term of Agreement
The term of this Agreement begins upon our acceptance of your PushX3 Affiliate Program application and ends when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.

If, at any time, we discover that you are not complying with the terms of this Agreement, your affiliation with us will immediately be terminated, and we reserve the right (without limiting any other rights or remedies available to us) to withhold any referral fees otherwise payable to you under this Agreement.

11.0 Governing Law
This Agreement shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state or federal courts located in California, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

If any provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms. Our failure to enforce your strict performance of any provision of this Agreement shall not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

12.0 Entire Agreement
This Agreement constitutes the entire understanding and agreement between you and PushX3 in the subject matter set forth herein and supersedes any and all prior oral or written communications relating to the subject matter hereof.

13.0 Modification
We may modify this Agreement at any time at our sole discretion, and you shall be able to find the most recent version posted on the PushX3 affiliate page. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the PushX3 Affiliate Program following our posting of a modification to this Agreement shall constitute binding acceptance of that modification.