The SeizureLink System
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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.