Professional Partnership Operating Agreement

Life Environments Professional Partner Operating Agreement

Updated: January 15, 2021.

Welcome to the Life Environments website for Professional Partner (the “Professional Partner Site”), where you can manage your affiliate marketing relationship with the relevant Life Environments entities as set forth in Schedule 1 (“Life Environments” or “us” or similar terms).

Any person or entity that participates or attempts to participate in our Professional Partner marketing program (the “Professional Partner Program” and such person or entity, “you”, or an “Associate”) must accept this Professional Partner Program Operating Agreement (this “Agreement”) without change. By registering for or using the Professional Partner Site, you agree to this Agreement, including the Program Policies (defined in Section 12), which are incorporated by reference (for example, our Professional Partner Program Participation Requirements, Professional Partner Program IP License, Professional Partner Program Commission Income Statement, and Professional Partner Program Trademark Guidelines.) Please read them carefully.

1. Description of the Professional Partner Program

The Professional Partner Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site"), by placing on your Site links to a Life Environments Site in Schedule 1 or, if applicable for the location, any other site which is included in the Professional Partner Program Commission Income Statement (each an “Life Environments Site"). The links must properly use the special “tagged" link formats we provide and comply with this Agreement (“Special Links")

When your customers click through the Special Links to purchase an item sold or services offered on the Life Environments Site or take other actions, you can receive commission income for qualifying purchases, as further described in (and subject to the limitations in) the Professional Partner Program Commission Income Statement. 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 Professional Partner 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 Life Environments Site.

2. Professional Partner Program Compliance Requirements

You must comply with this Agreement to participate in the Professional Partner Program and receive commission income.

You must promptly provide us with any information that we request to verify your compliance with this Agreement.

If you violate this Agreement, or if you violate terms and conditions of any other applicable Life Environments marketing 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) cease payment of (and you agree you will not be eligible to receive) any and all commission income otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Life Environments to recover damages in excess of this amount.

3. Life Environments Customers

Our customers are not, by virtue of your participation in the Professional Partner Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Life Environments Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with a Life Environments Site, you will state that those customers must follow contact directions on that Life Environments Site to address customer service issues.

4. Warranties

You represent, warrant, and covenant that (a) you will participate in the Professional Partner Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Professional Partner 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), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Professional Partner Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Professional Partner Program or use any other Service Offerings 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; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Professional Partner Program is accurate and complete at all times. You can update your information by logging into your account on the Professional Partner Site and selecting “Account Settings".

We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Professional Partner Program, and we will not be liable for any actions you undertake based on your expectations.

5. Identifying Yourself as a Life Environments Professional Partner

You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Life Environments may authorize your display or other use of Program Content: “As a Life Environments Professional Partner I receive compensation from qualifying purchases.” Except for this disclosure, and other than as required by applicable law, you will not make any public communication with respect to this Agreement or your participation in the Professional Partner Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

6. Term and Termination

The term of this Agreement will begin upon your registration for or use of the Professional Partner Site. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by logging into your account on the Professional Partner Site and selecting the option to close your account in “Account Settings”. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any Program Policy); (c) we believe that we may face potential claims or liability in connection with your participation in the Professional Partner Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Professional Partner Program; (e) your participation in the Professional Partner 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 Professional Partner Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.

We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations 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, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and as specified in the Program 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 PROFESSIONAL PARTNER PROGRAM, THE LIFE ENVIRONMENTS SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE LIFE ENVIRONMENTS SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE LIFE ENVIRONMENTS 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 AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROFESSIONAL PARTNER PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES 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 AFFILIATES 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 AFFILIATES 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 AFFILIATES 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 IN ANY FORM ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROFESSIONAL PARTNER PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROFESSIONAL PARTNER 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 AFFILIATES 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 COMMISSION INCOME 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, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR BUSINESS OR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR 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) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY LIFE ENVIRONMENTS 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. Governing Law and Disputes

Any dispute relating in any way to the Professional Partner Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for the applicable Life Environments Site set forth on Schedule 2.

11. Taxes

Any taxes and related obligations relating in any way to the Professional Partner Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicable Life Environments Site set forth on Schedule 3.

12. Additional Provisions

We may send you emails relating to the Professional Partner 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 Special Links and Program Content (for example, that a particular Life Environments customer clicked through a Special Link from your Site before buying a product on the Life Environments Site),(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (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. For information on how we process personal information, please see the relevant Life Environments Privacy Notice as set forth in Schedule 4.

You acknowledge and agree that (a) we may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we may at any time (directly or indirectly) operate sites or applications that are similar to or 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 assign this Agreement, by operation of law or otherwise, without our express prior written approval. 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 and any other policies that apply to tools, subprograms, and features made available to you under the Professional Partner Program (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with a Life Environments affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Professional Partner 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 Life Environments or any of its affiliates that we provide or make accessible to you in connection with the Professional Partner Program that is not known to the general public or that reasonably should be considered to be confidential is Life Environments’ “Confidential Information” and will remain Life Environments’ 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 (other than your affiliates bound by confidentiality obligations) 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 and will apply for the term of the Agreement and 5 years after termination.

You and we 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 or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ 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.

Notwithstanding anything to the contrary herein, nothing in this Agreement will, or will be interpreted or construed to, induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any party to this Agreement.

13. 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 Program Policy on the Professional Partner Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Professional Partner account. The effective date of such change will be the date specified, which other than increased Standard Commission Income and Special Commission Income will be no less than two business days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE PROFESSIONAL PARTNER 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.

SCHEDULES

Schedule 1: Life Environments Entity and Life Environments Site by Location
Schedule 2: Governing Law and Disputes by Life Environments Site
Schedule 3: Tax Provision by Life Environments Site
Schedule 4: Privacy Notice by Life Environments Site

Schedule 1: Life Environments Entity and Site by Location

United States                Life Environments, LLC              LifeEnvironments.com

Schedule 2: Governing Law and Disputes by Life Environments Site

Site: LifeEnvironments.com

Governing Law and Disputes Provision:

Any dispute relating in any way to the Professional Partner Program or this Agreement will be resolved by a “cooling off” period of not less than 365 days of notice by either party followed by binding arbitration, rather than in court, if a resolution between you and us cannot be reached during the “cooling off” period - except that you may assert claims in small claims court if your claims qualify. A “cooling off” period is an amount of time where the parties must attempt, in good faith, to resolve any disputes and arrive at a solution satisfactory to both parties. The Federal Arbitration Act and federal arbitration law and the laws of the state of Indiana, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Life Environments, LLC PO Box 6335 Fishers, IN 46038. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

Schedule 3: Tax Provision by Life Environments Site

Site: LifeEnvironments.com

Tax Provision:

We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Professional Partner Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

Schedule 4: Privacy by Life Environments Site

Site: LifeEnvironments.com

Privacy Notice: https://lifeenvironments.com/privacy/

These Professional Partners Program policies (“Program Policies”) are incorporated by reference in the Professional Partners Program Operating Agreement, and capitalized terms used in these Program Policies and not otherwise defined here will have the definitions provided in the Agreement. The rights and obligations of the parties under Sections 3 and 6 of the Professional Partners Program Participation Requirements and Section 3 of the Professional Partners Program IP License will survive the termination of the Agreement. For the avoidance of doubt and without limitation for purposes of Section 6(a) of the Agreement, any violation of the Professional Partners Program Participation Requirements, the Professional Partners Program IP License or Section 1 of the Life Environments Influencer Program Policy will be deemed a material breach of the Agreement.

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Professional Partners Program Commission Income Statement (“Commission Income Statement”)

  1. Qualifying Purchases and Qualifying Revenue

We will pay Standard Commission Income described in Section 3 of this Commission Income Statement in connection with “Qualifying Purchases”, which (subject to the exclusions described in this Commission Income Statement) occur when:

(a) a customer clicks through a Special Link on your Site to a Life Environments Site; and

(b) during a single session, which is measured as beginning when a customer clicks through that Special Link and ending upon the first to occur of the following: (x) 24 hours elapse from that click, (y) the customer places an order for a Product, or (z) the customer clicks through a Special Link to a Life Environments Site that is not your Special Link (a “Session”), any of the following happens:

  1. the customer purchases a Product, or
  2. the customer purchases a Product by adding a Product to his or her shopping cart and completing the order for that Product no later than 45 days after their initial click-through of the Special Link, or

iii. with respect to Digital Products, the customer purchases such a Product by streaming or downloading it from a Life Environments Site; and

(c) the Product is shipped to, streamed or downloaded by, and paid for by the customer.

For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any shipping charges, gift-wrapping fees, handling fees, taxes (e.g. sales tax and VAT), service charges, credits, rebates, promotional discounts, credit card processing fees, and bad debt.

  1. Disqualified Purchases

Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Professional Partners Program Commission Income Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Professional Partners Program, including the most up-to-date version of the Agreement (collectively, the “Program Documents”).

Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Professional Partners Program:

(a) any Product purchased after termination of your Agreement,

(b) any Product order where a cancellation, return, or refund has been initiated,

(c) any Product purchased by a customer who is referred to a Life Environments Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Life Environments”, or any other Life Environments Mark (see a non-exhaustive list of our trademarks via the links below, or variations or misspellings of any of those words (e.g., “lufe”, “life envirnments”, etc.) (all, a “Prohibited Paid Search Placement”),

Non-Exhaustive List of Life Environments Trademarks

Life Environments, Life Environments Immersions, Immersions, Immersions 2, Surroundia, Refreshed!, Refreshed, Surroundia X, Surroundia 360, LES, Refresh your day Mother Nature's way.

(d) any Product purchased by a customer who is referred to a Life Environments Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”),

(e) any Product purchased by a customer who is referred to a Life Environments Site by a link that sends users indirectly to a Life Environments Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”),

(f) any Product purchased by a customer, where such customer does not comply with the terms and conditions applicable to a Life Environments Site,

(g) any Product purchase that is not correctly tracked or reported because the links from your site to the relevant Life Environments Site are not properly formatted,

(h) any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by PA API (as defined below under the IP License) or other linking tools that we may make available to you,

(i) any Product subject to a Bounty Event (as defined in Section 4(a) of this Commission Income Statement, with the corresponding related Special Commission Income),

(j) any Product purchased as a subscription unless otherwise provided in the Agreement, and

(k) any pre-release or pre-order Product that is not available on a Product listing page.

  1. Standard Commission Income

Subject to the limitations described in this Commission Income Statement and compliance with the Agreement, we will pay you standard commission income described in the Appendix (”Standard Commission Income”). Commission Income is calculated as a percentage of Qualifying Revenue.

  1. Special Commission Income or Promotions

From time to time, we may run general special programs or promotions that may provide all or some Professional Partners the opportunity to earn additional or alternative commission income (“Special Commission Income ”). For the avoidance of doubt (and notwithstanding any time period described in this section), Life Environments reserves the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions (even those which do not involve purchases of Products) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Commission Income Statement, and any restriction under the Program Documents applicable to a Product purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.

The following Special Commission Income are currently available:

(a) Bounty Events

Bounty Events are available in select countries as referenced in the Appendix (“Special Commission Income”). You will earn Special Commission Income described in this Section 4(a) in connection with “Bounty Events” which occur when (1) a customer, who must be eligible for the Bounty Event as described in the Appendix, clicks through a Special Link on your Site to a bounty-specific homepage on a Life Environments Site, and (2) during the resulting Session the customer completes the bounty action described in the Appendix.

Life Environments will not pay Special Commission Income where a Bounty Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bounty Events by a single person, repetitive Bounty Events, and Bounty Events that do not result from Special Links on your Site). Life Environments will determine in its sole discretion, in each case, whether a Bounty Event has occurred or if there has been a violation or abuse.

Special Links to the bounty-specific homepages listed in the Appendix are permitted in connection with the corresponding bounty, notwithstanding the Professional Partners Program Participation Requirements.

(b) Bonus Events

Bonus Events are available in select countries as referenced in the Appendix (“Special Commission Income”). You will earn Special Commission Income described in this Section 4(b) in connection with “Bonus Events” which occur when (1) a customer, who must be eligible for the Bonus Event as described in the Appendix, clicks through a Special Link on your Site to the Life Environments Site, and (2) during the resulting Session the customer completes the bonus action described in the Appendix.

Life Environments will not pay Special Commission Income where a Bonus Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, repetitive Bonus Events, and Bonus Events that do not result from Special Links on your Site). Life Environments will determine in its sole discretion, in each case, whether a Bonus Event has occurred or if there has been a violation or abuse.

Special Links to the Bonus Event-specific homepages listed in the Appendix are permitted in connection with the corresponding Bonus Event, notwithstanding the Professional Partners Program Participation Requirements.

(c) Trade-In Program

Not currently in use.

Life Environments trade-in program in some cases allows customers to trade-in eligible Products in exchange for Life Environments gift cards. This program is available in select countries as stated in the Appendix (“Special Commission Income”).

You will earn the Special Commission Income Rates described in this Section 4(c) in connection with “Trade-In Events” which occur when (1) a customer clicks through a Special Link on your Site to a Life Environments Site and (2) during the resulting Session the customer adds a product to his or her trade-in shopping cart and then submits a trade-in request that Life Environments accepts.

Life Environments will determine in its sole discretion, in each case, whether a Trade-In Event has occurred or has been disqualified due to violation of the Program Documents or the Life Environments Trade-In Program Terms and Conditions.

  1. Commission Income Limitations

From time to time, we may impose limits on Professional Partners’ opportunity to earn Standard Commission Income or Special Commission Income. For the avoidance of doubt (and notwithstanding any time period), Life Environments reserves the right to discontinue or modify all or part of any limitation at any time. For Commission Income Limitations, please see the Appendix (“Commission Income Limitations”).

  1. Commission Income Reporting and Payment

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Standard Commission Income and Special Commission Income earned by you during that month.

We will pay Standard Commission Income and Special Commission Income in the default currency for a Life Environments Site quarterly and approximately 60 days following the end of each quarter calendar month (March 31 + 60 days, June 30 + 60 days, September 30 + 60 days, December 30 + 60 days) in which they were earned by the method described below that you have selected. Our quarterly accounting periods end on (Q1) March 31, (Q2) June 30, (Q3) September 30, (Q4) and December 30. You may be permitted to elect to receive payment in a currency other than the default currency for a Life Environments Site. If you choose to do so, you agree that the conversion rate will be determined in accordance with Life Environments operating standards.

Option 1 (Default): Payment via PayPal®. We will credit your PayPal® account in the amount of the commission income you earn to the primary email address on your Professional Partners account. If you select this option, we reserve the right to hold commission income until the total amount due to reaches the minimum stated in the Payment Minimum Chart.

Option 2: Payment by Paper Check. We will send you a check in the amount of the commission income you earn once you have provided us with a physical address. If you select this option, we reserve the right to hold commission income until the total amount due to you reaches the minimum stated in the Payment Minimum Chart and to deduct a processing fee as stated in the Payment Minimum Chart from each check we send to you.

If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned commission income until you make your selection or provide such information.

Payment Minimum Chart

All minimums are presented in US currency.

Option 1: PayPal® Deposit:                           $100 USD

Option 2: Check:                                               $200 USD

Check Processing Fee:                                      $10 USD

If at any time there has been no substantial activity on your account for at least 3 years, then we will have the right, with 7 days’ written notice to withhold the accrued commission income for your inactive account, up to a maximum closure withholding of an amount equal to the minimum amount listed in the Payment Minimum Chart for payment by gift card. Further, any unpaid accrued commission income in your account may be subject to escheatment under applicable law or become extinct by applicable statute of limitation.

Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.

If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent commission income payable to you under the Agreement.

Professional Partners Program Participation Requirements (“Participation Requirements”)

  1. Enrollment and Eligibility

To begin the enrollment process, you must submit a complete and accurate Professional Partners Program application. Your Site(s) must contain original content and be publicly available via the website address provided in the application. You must identify your Site(s) in your application. We will evaluate your application and notify you of its acceptance or rejection.

To participate in our Professional Partners program, you:

  1. must be a legally registered company conducting healthcare and/or healthy living work, and
  2. function in one of the following categories of companies are eligible to participate in the Partnership Program:
    • Physician
    • Mental Health Services
    • Accredited Medical Clinic
    • Hospital
    • Nursing Home
    • Hospice Care Facility
    • Yoga/Meditation Studio
    • Lifestyle Professional Practice
  3. must have been in business for no less than 2 years,
  4. must have a physical facility where you conduct your business with your patients/clients.

If you have any questions as to your eligibility, please contact us prior to applying for clarification.

To begin the enrollment process, you must submit a complete and accurate Professional Partners Program application. Your Site(s) must contain original content and be publicly available via the website address provided in the application. You must identify your Site(s) in your application. We will evaluate your application and notify you of its acceptance or rejection. Your Site will not be eligible for inclusion in the Professional Partners Program, and you cannot include any Special Links or Product Advertising Content on it, if your Site is unsuitable. Unsuitable Sites include those that:

(a) promote or contain sexually explicit or obscene materials,

(b) promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts,

(c) promote or contain false, deceptive, libelous or defamatory materials,

(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),

(e) promote or undertake illegal activities,

(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 18 years of age or other applicable age threshold (as defined by applicable laws and regulations); or 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 applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);

(g) include any trademark of Life Environments or its affiliates, or a variant or misspelling of a trademark of Life Environments or its affiliates in any domain name, subdomain name, in any “tag” or Professional Partners ID, or in any username, group name, or other identifier on any social networking site (see a non-exhaustive list of our trademarks listed on our Non-Exhaustive Trademark Table); or

(h) otherwise violate any intellectual property rights.

We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we 1) reject your application for any other reason or 2) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Professional Partners Program without our advance authorization.

You will ensure that the information in your Professional Partners Program application and information otherwise associated with your account on the Professional Partners Site, including your email address, other contact information, and identification of your Site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Professional Partners Program and the Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

If you are a non-US person participating in the Professional Partners Program, you agree that unless you have otherwise notified us in your tax information you will perform all services under the Agreement outside the United States.

The Professional Partners Program is free to join, and we provide resources on the Professional Partners Site to help Professional Partners succeed with the program. We have never authorized any business to provide paid set-up or consulting services to our Professional Partners, so please be wary if any business like that (even one attempting to appropriate the Life Environments name) reaches out to offer you costly services.

  1. Links on Your Site

(a) Special Links

After you have applied to the Professional Partners Program, you are permitted to display Special Links on your Site. Special Links enable accurate tracking, reporting, and accrual of commission income.

Special Links must use the Professional Partners ID we have assigned to you.

(b) General Requirements Applicable to All Special Links

Special Links may be created by you or made available to you by us. If we inform you that your Site does not qualify to use certain types of links, you must cease displaying those types of links on your Site. You are solely responsible for the content, style, and placement of each link that you place on your Site and for ensuring that Special Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of our customers from your Site. You must not encourage customers to bookmark your Special Links. All Special Links must be accessed directly from your Site. For example, you must include your Professional Partners ID or “tag” (appearing as XXXXX-20, or such other format as we may designate) as a parameter in the URL of each link you place on your Site to a Life Environments Site.

Upon your request but subject to our approval, we may issue you additional “sub-tag” Associate IDs that permit you to monitor and optimize the performance of your Special Links by including different sub-tags in the URLs of different Special Links. Under no circumstances may you associate any sub-tag with a specific end user of your Site (e.g., you may not dynamically assign sub-tags to users as they arrive on your Site for purposes of monitoring such users’ behavior).

You may add or delete Products (and related Special Links) from your Site at any time without our approval. Special Links must link to Products (as defined in the Products Statement). When linking to pages with Product lists you must have additional original content on your Site that is relevant to the Special Link. Product lists include search results, events (e.g. Prime Day), or a department homepage (e.g. grocery).

You must remove from your Site any links and related references to limited time promotions as soon as that promotion on the relevant Life Environments Site ends. For example, if you include links to Products in the apparel category of a Life Environments Site and mention that there is 15% off select products in Life Environments’s apparel category, you must remove the mention of the 15% discount from your Site as soon as the promotion ends.

You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Product, a Life Environments Site, or any of our policies, promotions, or prices. For example, if you include on your Site a link to a 1-year Immersions™ 2 subscription sold on a Life Environments Site, you may not state that you are linking to a Refreshed! Life Course.

Product prices and availability may vary from time to time. Because prices for and availability of Products that you have listed on your Site may change, your Site may only show prices and availability if: (a) we serve the link in which that price and availability data are displayed, or (b) you obtain Product pricing and availability data via PA API and you comply with the requirements regarding use of PA API in the License.

In addition, if you choose to display prices for any Product on your Site in any “comparison” format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other means other than a Life Environments Site, you must display both the lowest “new” price and, if we provide it to you, the lowest “used” price at which the Product is available on the Life Environments Site.

You must not post any Special Links on Life Environments or link to any page on your Site from Life Environments specifically to promote your Special Links.

(c) Requirements Applicable to Specific Link Types We Make Available to You

Links that Dynamically Generate Products: Not in current use.

  1. Responsibility for Your Site

You will be solely responsible for your Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

(a) the technical operation of your Site and all related equipment,

(b) displaying Special Links and Program Content on your Site in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Site),

(c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links),

(d) using the Program Content, your Site, and the materials on or within your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),

(e) disclosing on your Site accurately and adequately and otherwise satisfying applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and

(f) any use that you make of the Program Content, and the Life Environments Marks, whether or not permitted under the Agreement.

  1. Promotional Limitations

You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with a Life Environments Site or the Professional Partners Program, that are not expressly permitted under the Agreement. You will not engage in any promotional, marketing, or other advertising activities in any offline manner, including using any of our or our affiliates’ trademarks or logos (including any Life Environments Mark), any Program Content, or any Special Link in connection with unsolicited email, offline promotion or in any offline manner (e.g., in any printed material, ebook, mailing, or attachment to email, or other document, or any oral solicitation). You may, however, direct visitors to your website and provide your Special Link there as per this Agreement.

  1. Distribution of Special Links Through Software and Devices

Except as agreed between you and us in a separate written agreement referencing this Section 5, you will not use any Program Content or Special Link, or otherwise link to a Life Environments Site, on or in connection with: (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).

  1. Content on your Site

You will be solely responsible for the content on your Site and ensure:

(a) You will not add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information, except that you may resize Program Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Program Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, or misleading. Some types of links that we may make available to you may contain a link to an informational page on a Life Environments Site that is not formatted as a Special Link (for example, links to privacy policy information at the bottom of banners); without limiting the generality of the foregoing, you will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your Site, any “Privacy Information” link.

(b) You will not sell, resell, redistribute, sublicense, or transfer any Program Content or any application that uses, incorporates, or displays any Program Content, PA API, or Data Feeds. For example, you will not use, or enable, or facilitate the use of Program Content within advertising outside of your Site or on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Program Content to any other person or entity, nor will you create links formatted with your Professional Partners tag for, or display such links on, a site that is not your Site.

(c) You will promptly remove from your Site and delete or otherwise destroy any Program Content that is no longer displayed on a Life Environments Site or that we notify you is no longer available for your use.

(d) You will not use any Program Content, including any name or likeness embodied in that Program Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Program Content).

(e) You will not (and you will not seek to) purchase, register or otherwise use any Life Environments Mark (as defined in the Trademark Guidelines) or variations or misspellings of any of those words (e.g., “Lufe Environment,” Environments,” “Life Environment,” and “Liife Environment,”) for use in any Search Engine. In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms (defined below) from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.

(f) You will not bid on or purchase keywords, search terms, or other identifiers, including the word “Life Environments,” Immersions,” “Refreshed!,” or any other trademark of Life Environments or its affiliates or variations or misspellings of any of these words (“Proprietary Terms” and you can see a non-exhaustive list of our trademarks in the Non-Exhaustive Trademarks Table) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement (as defined in the Commission Income Statement). You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with the Agreement and those paid or unpaid search results send users to your site and not directly, or indirectly via a Redirecting Link (as defined in the Commission Income Statement), to a Life Environments Site.

(g) You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit a Life Environments Site via your Special Links.

(h) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.

(i) You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any Life Environments Site (including any usernames or passwords of Life Environments Site customers).

(j) You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of a Life Environments Site.

(k) You will not make any orders or engage in other transactions of any kind on a Life Environments Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.

(l) You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.

(m) You will not include on your Site, display, or otherwise use Special Links or Program Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.

(n) You will not frame a Life Environments Site, or any part of it, within your Site, including by display within an integrated web browser (e.g., WebView) within a Mobile Application. However, displaying a Special Link on your Site in accordance with Section 2 of these Participation Requirements, will not be a violation of this section.

(o) You will not post or serve any Special Links or other content promoting a Life Environments Site within any pop-up or pop-under windows, transitional page ads, or layer ads, except for pop-up windows in conjunction with your Site promoting Products closely associated with the materials on your Site.

(p) You will not include any Special Links in any content that you place on a Life Environments Site (for example, in connection with any advertising service available through a Life Environments Site or in a customer review, forum, Wish List, guide, or any other customer-generated context available on a Life Environments Site).

(q) You will not attempt to circumvent the Commission Income Statement or artificially increase your commission income. For example, you cannot cause any page of a Life Environments Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your Site.

(r) You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert commission income from, any site that participates in the Professional Partners Program.

(s) You will not artificially generate clicks or impressions on your Site or create Sessions on a Life Environments Site, whether by way of a robot or software program or otherwise.

(t) You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your Site unless you have obtained a link to that customer review or star rating through PA API and you comply with the requirements for PA API described in the License.

(u) You will not directly or indirectly purchase any Product(s) or take a Bounty Event action through Special Links, whether for your use or for the use of any other person or entity, and you will not permit, request or encourage any of your friends, relatives, employees, contractors, or business relations to directly or indirectly purchase any Product(s) or take a Bounty Event action through Special Links, whether for their use, your use or the use of any other person or entity. Further, you will not purchase any Product(s) through Special Links or take a Bounty Event action for resale or commercial use (of any kind) or offer any Products on your Site for resale or commercial use of any kind.

(v) You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Special Links (including by use of Redirecting Links) or the user agent of the application in which Program Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to a Life Environments Site.

(w) You will not use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that you are linking to a Life Environments Site.

(x) Upon our request, you will provide us with written certification that you have complied with the Agreement (generally or specifically with respect to any provision of the Agreement, including the Program Policies). Any failure to provide the certification in accordance with our request will constitute a material breach of the Agreement.

(y) Unless otherwise agreed by Life Environments, your Site must not have price tracking and/or price alerting functionality.

(z) You will not display on your Site, or otherwise use, any Program Content to advertise or promote any products that are offered on any site that is not a Life Environments Site (e.g., products offered by other retailers). You will not display on your Site or otherwise use any data, images, text, or other information or content you may obtain from us that relates to Excluded Products.

Professional Partners Program Products Statement (“Products Statement”)

  1. Products

Under the Professional Partners Program, subject to the additions and exclusions described in this Products Statement, a “Product” is any physical or digital item sold on a Life Environments Site.

  1. Services

No services (advisory, etc.) are included in Products.

  1. Excluded Products

Notwithstanding the above, the following items and services are currently excluded from the Products included in the Professional Partners Program (“Excluded Products”):

(a) any product or service sold on a site linked to from a Life Environments Site (for example, a product or service listed through our “Product Ads” program or sold on a site linked to from a banner ad, sponsored link, or other link displayed on a Life Environments Site),

Professional Partners Program Mobile Application Policy (“Mobile Application Policy”)

If your Site includes a software application designed and intended for use on mobile phones, tablets, or other handheld devices (a “Mobile Application”), your Mobile Application:

(a) must be available in either the Google Play, Apple, or Amazon app stores,

(b) all Life Environments links must be accessible without paying for access,

(c) must have original content,

(d) must not emulate Life Environments’s own app functionality, and

(e) must not host or render Life Environments web pages in WebViews.

We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an “Approved Mobile Application” for purposes of the Agreement.

Professional Partners Program Trademark Guidelines (“Trademark Guidelines”)

These Guidelines apply to the use of the marks we may make available to you as part of Program Content (“Life Environments Marks”). Strict compliance with these Guidelines is required at all times, and any use of the Life Environments Marks in violation of these Guidelines will automatically terminate any license related to your use of the Life Environments Marks.

  1. YOU ARE ALLOWED TO USE THE LIFE ENVIRONMENTS MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF PRODUCTS ON A LIFE ENVIRONMENTS SITE, WITH A CORRESPONDING SPECIAL LINK TO THAT SITE.
  2. Your use of the Life Environments Marks must (i) comply with the most up-to-date version of these Guidelines; and (ii) comply with all Program Documents (as defined in the Commission Income Statement).
  3. You may use the Life Environments Marks solely for the purpose specifically authorized under the Program Documents. You may not use or display the Marks (i) in any manner that implies sponsorship or endorsement by us; (ii) to disparage us, our products or services; (iii) in a way that may, at our discretion, diminish or otherwise damage our goodwill in the Life Environments Marks; or (iv) in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other document, or any oral solicitation).
  4. We will supply an image or images of the Life Environments Marks for you to use. You may not alter any Life Environments Mark in any manner. For example, you cannot change the proportion, color, or font of any Life Environments Mark, or add or remove any elements from any Life Environments Mark.
  5. Each Life Environments Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Life Environments Mark and other visual, graphic, or textual elements. Under no circumstance can any Life Environments Mark be placed on any background that interferes with the readability or display of that Life Environments Mark.
  6. All rights to the Life Environments Marks are our exclusive property, and all goodwill generated through your use of any Life Environments Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any Life Environments Mark.
  7. You cannot display or otherwise use any trademark or logo of any third-party seller or vendor on a Life Environments Site in connection with any Special Link unless you have obtained from that seller or vendor specific written authorization to do so.
  8. You cannot use or apply to register any trademark that is confusingly similar to any Life Environments mark in any jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any Life Environments mark in any jurisdiction.

We reserve the right to modify these Trademark Guidelines and the approved Life Environments Marks, at any time and in our sole discretion, by posting a change notice or revised Trademark Guidelines or approved Life Environments Marks on the Professional Partners Site.

We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.

Professional Partners Program IP License (“License”)

This License governs your use of Program Content in connection with your participation in the Professional Partners Program. By accepting the Agreement, or by accessing or using the Program Content, including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.

  1. Limited License to Program Content

Subject to the terms of the Agreement and solely for the limited purposes of participation in the Professional Partners Program in strict compliance with the Agreement (including this License and the other Program Policies), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Program Content solely on your Site; (b) use only those of the Life Environments Marks (as defined in the Trademark Guidelines) we make available to you as part of the Program Content, solely on your Site and in accordance with the Trademark Guidelines, and (c) access and use PA API, Data Feeds, and Product Advertising Content solely in accordance with the Specifications and this License.

You will use Program Content solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Program Content solely to send end users and sales to a Life Environments Site and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a site other than a Life Environments Site (however, parts of your Site that are not closely associated with the Program Content may contain links to sites other than a Life Environments Site) and (b) link each use of the Program Content solely to the related Product detail page or other relevant page of a Life Environments Site and not to any other page.

PA API or Data Feeds may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use PA API or Data Feeds to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement for PA API or Data Feeds (or equivalent service) providing Product Advertising Content from such affiliate sites.

The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Commission Income Statement), or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Program Content (including PA API and Data Feeds) and promptly remove from your Site and delete or otherwise destroy all of the Program Content and Life Environments Marks with respect to which the License is terminated or as we may otherwise request from time to time.

  1. PA API Usage Requirements

(a) Description. Under this License, we may make available to you Program Content including the following:

  • Data, images, audio, video, logos, user interface designs, and other creative designs; and
  • Textual materials, such as textual Product information.

In addition to the foregoing Product Advertising Content and access to PA API, we may make available from time to time for use in connection with PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License Agreement, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than a Life Environments Site.

(b) Obtaining Product Advertising Content. You may obtain Product Advertising Content by making calls to PA API. If we provide express prior written approval, you may also obtain Product Advertising Content through a data feed (“Data Feeds”) that we make available via file transfer protocol. If you obtain Product Advertising Content through Data Feeds, your access to and use of Data Feeds is subject to this License. You acknowledge that we may change, deprecate, or republish PA API or Data Feeds, or any features of PA API or Data Feeds, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of PA API or Data Feeds is compatible with the then-current requirements (including this License and all Program Policies).

You must use both a unique public key/private key pair (each key pair, an “Account Identifier”) and a Professional Partners tag parameter (which can be either the Associate ID issued to you under the Life Environments Professional Partners Program or a related Professional Partners Program tracking ID) to identify your account and make calls to PA API. You may obtain your Account Identifiers through PA API account creation process.

If you obtain Product Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feeds (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feeds approval process.

We may change your Account Identifiers or Data Feed Access ID from time to time. An Account Identifier that is a private key or a Data Feed Access ID that is a password is for your personal use only, and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your private key or password to any other person or entity. An Account Identifier that is a public key or a Data Feed Access ID that is a username is not secret.

You are responsible for all activities that occur under your Account Identifiers and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. You may not use any Professional Partners tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.

(c) Usage Requirements. By making calls to PA API, accessing the Data Feeds, or using Product Advertising Content, you agree to comply with the following requirements:

  1. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License. You will not use PA API, Data Feeds, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing a Life Environments Site and driving sales of products and services on a Life Environments Site.
  2. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Program Policies.

iii. You will link each use of Product Advertising Content to, and only to, the relevant page of a Life Environments Site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than a Life Environments Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than a Life Environments Site).

(d) You will not, without our express prior written approval, use any Product Advertising Content on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device. This Prohibition will not apply to (1) any site that is not designed or intended for use with such devices but that may be accessible by such devices, such as a non-mobile-optimized site accessed via an internet browser on a tablet device; (2) an Approved Mobile Application as defined in the Mobile Application Policy; or (3) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).

(e) You will not, without our express prior written approval, access or use PA API or Data Feeds for the purpose of aggregating, analyzing, extracting, or repurposing any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on a Life Environments Site.

(f) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of PA API; (ii) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within PA API, Data Feeds, Product Advertising Content, or Specifications.

(g) You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Advertising Content; or (ii) reverse engineer, disassemble, decompile (except to the extent such right cannot be excluded or limited by law and then only when our express permission has been sought and refused), or otherwise derive any source code of or relating to PA API, Data Feeds, or any software included in Product Advertising Content.

(h) You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. You may store other Product Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Advertising Content by making a call to PA API or retrieving a new Data Feed and refreshing the Product Advertising Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual Life Environments Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.

(i) You should include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Advertising Content from Data Feeds, or if you call PA API or refresh the Product Advertising Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include:

  • Life Environments.com Price: $ 32.77 (as of 01/07/2008 14:11 PST- Details)
  • Life Environments.com Price: $ 32.77 (as of 14:11 EST- More info)

Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via a hyperlink, pop-up box, scripted pop-up, or other similar method: "Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on [relevant Life Environments Site(s), as applicable] at the time of purchase will apply to the purchase of this product." In the above examples, "Details" and "More info" would provide a method for the end user to read the disclaimer.

(j) You will not exceed, or if you build and release an application that calls PA API, each copy of that application that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from PA API that are greater than 40KB without our prior written approval.

(k) If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM LIFE ENVIRONMENTS. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.” You agree to provide us with any information that we request to verify your compliance with this License.

  1. Reservation of Rights; Your Submissions

Other than the limited licenses expressly set forth herein, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License or otherwise, acquire any ownership interest or rights in or to, the Professional Partners Program, Special Links, link formats, Program Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Life Environments Site or the Professional Partners Site, our and our affiliates’ trademarks and logos (including the Life Environments Marks), and any other intellectual property and technology that we provide or use in connection with the Professional Partners Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Program Content or in connection with your participation in the Professional Partners Program, or if you modify any Program Content in any way (collectively, “Your Submission”), you hereby assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a paid-up royalty-free, nonexclusive, worldwide, freely transferable right and license for the duration of your original and derivative intellectual property rights to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

Life Environments Influencer Program Policy (“Influencer Program Policy”)

The Professional Partners Program “Life Environments Influencer Program” is a country specific program available in select countries. You may earn commission income by acting as a social media presence facilitating customer purchases as part of the Life Environments Influencer Program in connection with your participation in the Professional Partners Program. In order to participate in the Life Environments Influencer Program, an eligible Associate (“Influencer”) must meet Life Environments qualitative and quantitative thresholds, complete the registration process, and comply with the applicable provisions of the Agreement, including this Influencer Program Policy.

  1. Registration Information; Influencer Page.

(a) Registration Information. To register as an Influencer, you must complete all information requirements, including granting requests to access data regarding your social media presences.

(b) Influencer Page. This Life Environments Influencer Program may include a Life Environments Site influencer page registered through Life Environments and assigned to you (“Influencer Page”). With respect to Special Links that direct customers to your Influencer Page, the related Session will be measured as beginning when our customer clicks through to your Influencer Page. The Influencer Page is a “Service Offering” for all purposes under the Agreement. With respect to any text, pictures, compilations, lists, comments or other data or content you submit to Life Environments in connection with the Life Environments Influencer Program (“Influencer Content”), you will not submit such Influencer Content if it violates any standard included in Section 1 of the Participation Requirements or the Life Environments Community Guidelines.

(c) Marketing. Solely with respect to the Life Environments Influencer Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Special Links to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the Life Environments Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Influencer Program Policy. For the avoidance of doubt, (i) for the purposes of applicable marketing laws (for example, if applicable, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 and any similar or successor legislation), you are the “Sender” of each email containing any Special Links, and (ii) you must comply with applicable laws and marketing industry standards and best practices for all emails relating to the Life Environments Influencer Program. Life Environments may revoke the offline marketing permissions granted in this Section 1 at any time in its sole discretion by providing written notice to you.

  1. Reservation of Rights; Consent; Indemnification

(a) Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Agreement or otherwise, acquire any ownership interest or rights in or to, the Influencer Page, the Influencer Page URL or information and materials on the Influencer Page. You will not take any action that conflicts with our rights in, or ownership of, the Influencer Page. Life Environments reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Influencer Page, including through the display of (i) advertising materials on the Influencer Page, without compensation to Influencer, and (ii) disclosure (by text, link, icon, or otherwise) regarding Influencer’s participation in the Life Environments Influencer Program.

(b) Consent. By accepting this Influencer Program Policy, you hereby grant to Life Environments a non-exclusive, worldwide, fully paid-up, royalty-free license for the duration of protection of your original and derivative intellectual property rights in all languages to use, copy, reproduce, adapt, distribute, transmit and display your name, photo, logo and other trademarks or materials provided to Life Environments in connection with the Life Environments Influencer Program, including through linkage to your Life Environments public profile (“Influencer Marks”); provided however, that Life Environments will not alter any Influencer Marks from the form provided by Influencer (except to re-format or re-size within the Influencer Page, so long as the relative presentation of the Influencer Marks remains the same).

(c) Influencer Content and Site. For avoidance of doubt, you acknowledge that Influencer Content you submit will be subject to the provisions of the Conditions of Use on the relevant Life Environments Site relating to posting content or submitting material and that your Site is subject to the requirements of Section 3(b) of the Participation Requirements relating to compliance with all applicable laws (for example, if applicable, the US FTC Guides Concerning Use of Endorsement and Testimonials in Advertising).

(d) Indemnification. WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE INFLUENCER PAGE, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR 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 ANY CONTENT WITHIN THE INFLUENCER PAGE PROVIDED BY YOU.

  1. Termination.Life Environments may suspend or terminate Influencer’s participation in the Life Environments Influencer Program, and Influencer may terminate such participation, in each case immediately by notice provided in accordance with the termination provisions of the Agreement. The rights set forth in Section 2 of this Influencer Program Policy will survive the termination of Influencer’s participation in the Life Environments Influencer Program; provided that, we will use commercially reasonable efforts to remove any Influencer Marks from the Influencer Page following termination.

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Appendix

 Associates Program Standard Commission Income Statement

For Qualifying Purchases of Products within product categories specified in Table 1 below, the Standard Commission Income accrued will be the corresponding fixed rate of Qualifying Revenue specified in this table:

Table 1 – Fixed Standard Commission Income Rates

Commission income rates are calculated on a 30-day basis starting om the first day of the month and ending on the last day of the month for Qualifying Purchases.

Partner Level                          Partner commission rate: 18%

Producer Level                      Producer commission rate at $2500.00 in sales has been met: 22%

Premier Level                        Premier commission rate at $5000.00 in sales has been met: 28%

Commission-Exempt Products:                  Life Environments Professional Advisory Services

Table 2 – Special Income Standard Commission Income Rates

Not currently in use.

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