Brain Sentinel Preferred Affiliate Program Operating Agreement
Effective: June 4, 2019.
Welcome to Brain Sentinel Consumer System’s website for affiliates
(the “Affiliate Site”), where you can manage your affiliate marketing
relationship with the Brain Sentinel Consumer Services, LLC (“BSCS”, “Company”, “us”, “we”, “our” or similar terms).
Any person or entity that participates or attempts to
participate in the Company affiliate marketing program (the “Affiliate
Program” and such person or entity, “you”, or an “Affiliate”)
must accept this Brain Sentinel Affiliate Program Operating Agreement (this “Agreement”)
without change. By registering as an Affiliate or using this Affiliate site,
you agree to this Agreement, including the referenced terms, conditions and
policies of this Agreement, which are incorporated by reference. Please read this
Agreement. Your Affiliate relationship
with BSCS will be subject to immediate termination if you do not adhere to or
comply with the provisions of this Agreement (including any future changes to
this Agreement).
1.
Description of the Affiliate Program
Should
you accept the terms of this Agreement, the Affiliate Program permits you to participate
as an affiliate and receive compensation for purchases of BSCS Qualified Product
(as defined in section 11 of this Agreement) through your website or social
media user-generated content (referred to here as your “Site"),
by placing on your Site links to an BSCS Site (each a “BSCS Site").
The links must comply with all instructions provided and use the link formats
we provide, as well as comply with this Agreement (“Links").
When BSCS customers click through the Link to purchase an item
sold on the BSCS Site, you may qualify for Affiliate Program fees for Qualifying
Revenue (as defined in section 11). What
is and is not qualifying purchase is solely determined by BSCS. Items that are unpaid or returned will not
under any circumstances be considered a Qualified Product or earn Qualifying Revenue. In order to facilitate your advertisement of
these items or services, we may make available to you data, images, text, link
formats, widgets, links, marketing content, and other linking tools,
application program interfaces, and other information in connection with the Affiliate
Program (“Program Content"). Program Content specifically excludes
any data, images, text, or other information or content relating to product
offerings on any site other than the BSCS Site, unless such content is
specifically given to you by BSCS in writing.
2.
Affiliate Program Compliance Requirements
You
must fully comply with this Agreement to participate in the Affiliate Program
and receive Affiliate fees. You must promptly provide us with any information that we
request to verify your compliance with this Agreement.
If you breach this Agreement, or if you breach any terms or conditions
of any other applicable BSCS agreement,
then, in addition to any other rights or remedies available to us, we reserve
the right to permanently (to the extent permitted by applicable law) withhold
(and you agree you will not be eligible to receive) any and all fees otherwise
payable to you under this Agreement, whether or not directly related to such
violation without notice and without prejudice to any right of BSCS to recover
damages in excess of this amount.
3.
BSCS Customers
BSCS will manage
all the customer service responsibilities, if any, before and after the
Qualified Purchase. Once a Site follower of yours engages an Affiliate Link and
makes a purchase, they become a BSCS customer and Affiliate should not perform
any customer service duties with that customer. If the Site follower asks
product specific questions you should direct them to the BSCS Customer Service
Department for answers. All pricing, terms of sale, rules, policies, and
operating procedures concerning customer orders, customer service, and product
sales set forth on the BSCS Site will apply to BSCS customers and may be
changed at any time. If contacted by any BSCS customer for a matter relating to
interaction with an BSCS sale or BSCS Site, you will state that those customers
must follow contact directions on that BSCS Site to address customer service
issues.
4.
Warranties
You represent,
warrant, and covenant that (a) you will participate in the Affiliate Program as
outlined in this Agreement, (b) you will create, maintain, and operate your
Site in accordance with this Agreement, (c) neither your participation in the Affiliate
Program nor your creation, maintenance, or operation of your Site will violate
any applicable laws, ordinances, rules, regulations, orders, licenses, permits,
guidelines, codes of practice, industry standards, self-regulatory rules,
judgments, decisions, or other requirements of any governmental authority that
has jurisdiction over you (including all such rules governing communications,
data protection, advertising, and marketing), (d) you are of legal age and lawfully
able to enter into agreements and contracts, (e) you have read and reviewed the
BSCS Affiliate Program and are not relying on any oral or written representation,
guarantee, or statement other than as expressly set forth in this Agreement, (f)
you will not participate in the BSCS Affiliate Program if you are the subject
of U.S. sanctions or of sanctions consistent with U.S. law imposed by the
governments of the country where you are using any Service Offering; (g) you
will comply with all U.S. laws that govern transactions covered by this
Agreement and the Affiliate Program, and (h) all the information you provide in
connection with the Affiliate Program is accurate and complete at all times. Should information you have provided become
outdated, you will update your information within five (5) business days.
You
agree that BSCS has not, does not and will not make any representation,
warranty, or covenant regarding the amount of traffic or fees you can expect at
any time in connection with the Affiliate Program.
You agree that BSCS will not be liable for
any actions you undertake based on your expectations for Affiliate fees or
Affiliate revenue.
At
any point during your time as an Affiliate should you not be able to warrant
the above listed information, you understand this Agreement will terminate
immediately up on the breach of those warranties.
5.
Identifying Yourself as an Affiliate
Please assure that
you make clear, truthful and accurate representations on your Site. For example, it is very important that it is
clear to the followers of your Site that may use your Link that you may receive
compensation should they use the Link and purchase a BSCS product. You should disclose that you may receive
compensation in a place that your followers will see it. Putting the disclosure close to, but before,
the Link is a good idea; but you can also provide the information in more than
one place on your Site. You should use a
font size that is at least as large as your other typeset and a contrasting
color will help make sure you have drawn the reader to the disclosure. Your goal is to make the disclosure obvious
and hard for your followers to miss. Examples
of language you may use are: “As a BSCS Affiliate
I earn fees from qualifying purchases” or “By using the Link below, I may
receive a commission on your purchase”. You may disclose to others that you are
a Brain Sentinel Consumer Systems Affiliate, but not the financial terms or the
content of this Agreement. You may also
disclose product information that is provided on the Brain Sentinel Consumer
Systems website or social media channels.
Other than these exceptions, you will not make any other public
communication with respect to this Agreement or your participation in the Affiliate
Program without prior written authority from BSCS. You will not misrepresent, embellish or
describe our relationship with you except as to say you participate in the
Affiliate Program unless it is expressly permitted by this Agreement.
6.
Term and Termination
The term of this
Agreement will begin upon your registration for or use of the Affiliate Site.
Either you or BSCS may terminate this Agreement at any time, with or without
cause. BSCS may terminate this Agreement
or suspend your account immediately upon written notice to you for any of the
following: (a) you are in breach of this Agreement; (b) you otherwise fail to
cure within 1 day of our notice to you regarding any other breach of this
Agreement; (c) we believe that we may face potential claims or liability in
connection with your participation in the Affiliate Program; (d) we believe
that our brand or reputation may be harmed by you or in connection with your
participation in the Affiliate Program; (e) your participation in the Affiliate
Program has been used for deceptive, fraudulent or illegal activity; (f) we
believe that we are or may become subject to tax collection requirements in
connection with this Agreement or the activities performed by either party
under this Agreement; (g) we have previously terminated this Agreement (or
suspended your account) with respect to you or other persons that we determine
are affiliated with you or acting in concert with you for any reason; or (h) we
have terminated the Affiliate Program.
For purposes of subsection (a) any violation of Section 4 or 5 or in
accordance with a BSCS policy will be deemed a material breach of this
Agreement.
We
may hold accrued unpaid Affiliate fees for a reasonable period of time
following termination to ensure that the correct amount is paid (for example,
to account for any cancellations or returns).
Upon
any termination of this Agreement, all rights and obligations of the parties
will be extinguished, including any and all licenses granted in connection with
this Agreement, except that the rights and obligations of the parties under
Sections 3 (Customers), 4 (Warranties), 5 (Identify as an Affiliate), 6 (Term
and Termination), 7 (Disclaimers), 8 (Limitation on Liability), 10 (Governing
Law), and 12 (Taxes) of this Agreement and as specified in the BSCS policies,
together with any payable but unpaid payment obligations under this Agreement,
will survive the termination of this Agreement. No termination of this
Agreement will relieve either party for any liability for any breach of, or
liability accruing under, this Agreement prior to termination.
7.
Disclaimers
THE AFFILIATE
PROGRAM, THE BSCS SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE BSCS SITE, ANY
LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT
ADVERTISING CONTENT, OUR AND OUR AFFILIATED COMPANIES’ DOMAIN NAMES, TRADEMARKS
AND LOGOS (INCLUDING THE BSCS MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS,
MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS,
INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATE
OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE “SERVICE
OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS MAKE ANY
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATED
COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE
OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND
ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE,
OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE
NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT
ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES
OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED,
WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL
BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER
WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR (A)
ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS,
INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR
ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY
DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION
OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE
SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE
RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN
CONNECTION WITH (i) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED
SALES, GOODWILL, OR OTHER BENEFITS, (ii) ANY INVESTMENTS, EXPENDITURES, OR
COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE
PROGRAM, OR (iii) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATE
PROGRAM. NOTHING IN THIS SECTION 7 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES,
LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
8.
Limitations on Liability
NEITHER WE NOR ANY
OF OUR AFFILIATED COMPANIES OR LICENSORS WILL BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE,
PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE
OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE
OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS
AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE
EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY
WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC
PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS
AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT
CANNOT BE LIMITED UNDER APPLICABLE LAW.
9.
Indemnification TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL HAVE LIABILITY FOR ANY
MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION
OF THE OTHER PARTY’S WEBSITE (INCLUDING USE OF ANY SERVICE OFFERING) OR
VIOLATION OF THIS AGREEMENT, AND BOTH PARTIES AGREE TO DEFEND, INDEMNIFY, AND
HOLD THE OTHER PARTY, ITS AFFILIATED COMPANIES AND LICENSORS, AND ITS AND THEIR
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM
AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING ATTORNEYS’ FEES) RELATING TO (A) THE PARTY’S WEBSITE OR ANY
MATERIALS THAT APPEAR ON THE PARTY’S WEBSITE, INCLUDING THE COMBINATION OF THE
PARTY’S WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR
PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION,
ADVERTISING, PROMOTION, OR MARKETING OF THE PARTY’S WEBSITE OR ANY MATERIALS
THAT APPEAR ON OR WITHIN THE PARTY’S SITE, (C) USE OF ANY SERVICE OFFERING,
WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR
APPLICABLE LAW, (D) VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT
(INCLUDING ANY PROGRAM POLICY), OR (E) YOU, YOUR EMPLOYEES' OR CONTRACTORS’
NEGLIGENCE OR MISCONDUCT. THE NON-INDEMNIFYING PARTY MAY TAKE LEGAL ACTION AND
PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY PARTY, INCLUDING THROUGH SPECIAL
MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS,
INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.
10. Dispute Resolution In the event of any dispute or disagreement between
the parties either in interpreting any provision of this Agreement or about the
performance of either party and upon the written request of either party, each
of the parties will appoint a designated representative to attempt to resolve
such dispute or disagreement. The designated representatives will discuss
the problem and negotiate in good faith in an effort to resolve the dispute
without any formal proceedings. The specific format of such discussion
shall be left to the discretion of the designated representatives. No
formal proceedings for the resolution of such dispute may be commenced until
the designated representatives have met and either party has concluded in good
faith that amicable resolution through continued negotiation does not appear
likely (unless either party fails or refuses to appoint a designated
representative and schedule a meeting of such representatives within thirty
(30) days after a request to do so by the other party.
This good faith attempt at resolution shall not preclude the parties from the
enforcement of this Agreement should such good faith attempts fail.
11.
Preferred Affiliate Program Fees and Refusal of Sales
Affiliate fees are
earned based on Qualifying Revenue when a BSCS customer uses an Affiliate’s
Link to purchase a BSCS Qualifying Product.
Qualifying Revenue is defined as revenue received by BSCS from a BSCS
sale of a Qualifying Product, excluding costs for shipping, handling, taxes,
service charges or any other fees other than the sale price of the product. A
Qualifying Product is defined as the SeizureLink System or Electrode Patches. Affiliate
Fees are not payable until after all payments are received by BSCS and the
return time period has expired for the product.
The Affiliate Fee
rate for the Preferred Affiliate Program is based upon the number of
transactions that result in Qualifying Revenues during a given time
period.
For the first six months of
Affiliate’s participation in the Preferred Affiliate Program:
(i) 7.5% of Qualified Revenues will be paid for
the first five (5) transactions per
month resulting from the Link on the Affiliate’s Site;
(ii) 9.0% of Qualified Revenues will be paid for
transactions in excess of five (5)
per month resulting from the Link on the Affiliate’s Site.
For the months seven and up of
Affiliate’s participation in the Preferred Affiliate Program:
(i) 7.5% of Qualified
Revenues will be paid for the first ten (10) transactions per month
resulting from the Link on the Affiliate’s Site;
(ii) 9.0% of Qualified
Revenues will be paid for transactions in excess of ten (10) transactions
per month resulting from the Link on the Affiliate’s Site.
BSCS may, in its sole discretion,
refuse a sale or service to any customer at any time. In the case of such refusal, no Affiliate
fees will be due or paid to Affiliate.
12.
Taxes
You, the Affiliate,
are responsible for any and all taxes related to any amounts paid to you under
this Agreement. You agree it is your responsibility to calculate the amount of
quarterly or annual taxes that are due as a result of any Affiliate Program
transaction(s), and to pay those taxes to the proper taxing authorities. However, you also grant us permission to withhold
taxes or request tax information from you if we believe we have to pay taxes or
withhold taxes on any transactions under this Agreement. By your participation in the Affiliate
Program you agree that we may deduct or withhold any tax amounts we deem
necessary from your Affiliate fees.
13.
Display of Company Marks
Affiliate
understands and agrees that the presentation and image of BSCS
trademarks, logos, and copyrighted material (herein referenced as “Marks”) should
be uniform and consistent with respect to all services,
activities and products associated with the presentation BSCS has
established for such Marks. Accordingly, Affiliate agrees to use
the BSCS Marks solely in the manner in which BSCS shall
specify from time to time in BSCS’ sole discretion.
Subject to
all the terms and conditions of this Agreement, BSCS hereby
grants Affiliate a limited, nonexclusive, non-transferable license
to use the BSCS Marks solely in connection with promoting the
Company Products. Affiliate hereby acknowledges and agrees that
(i) the BSCS Marks are owned solely and exclusively by BSCS
or its affiliated companies, (ii) except as set forth herein,
Affiliate has no right, title or interest in or to the BSCS
Marks; and (iii) all use of the BSCS Marks by Affiliate shall
inure to the benefit of BSCS and its affiliated companies. Affiliate
agrees that it shall not engage, participate or otherwise
become involved in any activity or course of action that diminishes
and/or tarnishes the image and/or reputation of BSCS or of
any BSCS Mark.
14.
No Disparagement and no solicitation Affiliate
shall not, directly or indirectly, disparage BSCS, the business of
BSCS, any company affiliated with BSCS, any employee or agent acting on behalf
of BSCS, any BSCS Mark (including trademarks, service marks and
other such marks) registered or not, whether during the term
of this Agreement or for a period of 3 years after its termination.
Furthermore, Affiliate shall not solicit or hire any employee,
consultant, contractor or customer of BSCS to leave their respective
relationship with BSCS during the term of this Agreement and
for a period of twelve months thereafter.
15.
Additional Provisions
We may send you
emails relating to the Affiliate Program from time to time. In addition we may
(a) monitor, record, use, and disclose information about your Site and users of
your Site that we obtain in connection with your display of Links, (b) review,
monitor, crawl, and otherwise investigate your Site to verify compliance with
this Agreement, (c) use, reproduce, distribute, and display your logo and implementation
of Program Content displayed on your Site as examples of best practices in our
educational materials, and (d) use information in any way disclosed in BSCS
Privacy Notice or Privacy Policy.
You
acknowledge and agree that (a) we and our affiliated companies may at any time
(directly or indirectly) solicit traffic on terms that may differ from those
contained in this Agreement, (b) we and our affiliated companies offer direct
purchasing campaigns on BSCS products that may operate sites or applications
that are similar to or may compete with your Site, (c) 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, and (d) any determinations or updates that may be
made by us, any actions that may be taken by us, and any approvals that may be
given by us under this Agreement can be made, taken, or given in our sole
discretion and are only effective if provided in writing by our authorized
representative.
You
may not purchase products through your Affiliate link for your own personal
use. Nor may you purchase products
through your Affiliate link for resale or commercial use of any kind.
You
may not assign this Agreement without the express prior written approval of
BSCS. 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.
This
Agreement incorporates, and you agree to comply with, the most up-to-date
version of all policies, appendices, specifications, guidelines, schedules, and
other rules referenced in this Agreement or provided to you in writing. In the
event of any conflict between this Agreement and any other written direction
provided to you, this Agreement will control. This Agreement (including any
other provided BSCS policies) is the entire agreement between you and us
regarding the Affiliate Program and supersedes all prior agreements and
discussions.
Whenever
used in this Agreement, the terms “include(s)", “including”, and “for
example” are used and intended without limitation.
Any
information relating to BSCS or any of its affiliated companies that we provide
or make accessible to you in connection with the Affiliate Program, including
but not limited to this Agreement, that is not known to the general public or
that reasonably should be considered to be confidential is BSCS’s “Confidential
Information” and will remain BSCS’s exclusive property. You will use
Confidential Information only to the extent reasonably necessary for your
performance under this Agreement and ensure that all persons or entities who
have access to Confidential Information in connection with your account will be
made aware of and will comply with the obligations in this provision. You will
not disclose Confidential Information to any third party and you will take all
reasonable measures to protect the Confidential Information against any use or
disclosure that is not expressly permitted in this Agreement. This restriction
will be in addition to the terms of any confidentiality or non-disclosure
agreement between the parties.
You
and BSCS are independent contractors, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between you and us. You will have no authority to make
or accept any offers or representations on our behalf. If you authorize,
assist, encourage, or facilitate another person or entity to take any action
related to the subject matter of this Agreement, you will be deemed to have
taken the action yourself.
You agree to: (i) be
solely responsible for all expenses, taxes and fees incurred in
connection with the Affiliate Program; (ii) use your best efforts
to successfully market, advertise and sell BSCS products during
the term of this Agreement; (iii) not engage in any
deceptive, misleading, illegal, or unethical practices that may
be detrimental to BSCS or its products or services; (iv)
not make any representations, warranties, or guarantees on
behalf of BSCS, or otherwise concerning BSCS products or services
that are inconsistent with or in addition to any such
representations, warranties, or guarantees made by BSCS; and
(v) refer to BSCS but will not represent or imply that Affiliate
is a partner or employee of BSCS.
16.
Modification
We reserve the
right to modify any of the terms and conditions contained in this Agreement at
any time and in our sole discretion by posting a change notice, revised
Agreement, or revised policies or by sending notice of such modification to you
by email to the primary email address then-currently associated with your Affiliate
account. The effective date of such change will be the date specified. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE
PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR
ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.