PREVINEX, LLC AFFILIATE & AMBASSADOR PROGRAM AGREEMENT

PREVINEX AFFILIATE AGREEMENT

1. General.

A. Previnex, LLC ("Company”), operates the http://www.previnex.com website (“Website”).

In connection with the Website, the Company offers the Company Affiliate Program ("Program"), through which approved publishers providing marketing services through owned or third-party websites, subscription services, promotional services (including, without limitation, newsletters and email campaigns), and/or syndicated services (“Publishers”) are granted a limited, non-exclusive, revocable right:

(i) to advertise and to promote the Company's products and the Website in compliance with this Agreement;

(ii) to circulate and to post an approved graphical or textual internet hyperlink (“Link”) to the Website;

(iii) to direct visitors to the Website (the specific URL(s)) designated by the Company from time to time (“Destination Site”).

B. This Agreement provides terms and conditions applicable to your membership, as an approved Publisher, in the Program that are in addition to, or that modify, the terms and the conditions to which you have agreed in your Publisher Service Agreement.

Any capitalized term used herein and not otherwise defined herein shall have the same respective meaning as in the Publisher Service Agreement.

2. Approval as an Approved Publisher.

A. Your participation in the Program is subject to the approval of the Company. You must first submit an application to the Company through https://previnexaffiliate.refersion.com/ in order to become an approved Publisher. After the application has been submitted, the Company may accept or reject your application, for any reason or no reason.

B. If the Company approves you as an approved publisher, you will have already acknowledged your acceptance of this agreement, and the terms and the conditions herein, by having clicked through the “Apply” button, having checked the box stating “Yes, I agree to the terms and conditions” the terms and the conditions and having clicked the button “Apply.”

C. This Agreement applies only to approved publishers that accept this Agreement, and the terms and the conditions herein, and only Publishers who accept this Agreement, and the terms and the conditions herein, may participate in the Program.

D. Your participation in the Program creates only a contractual relationship between the Company and you. It does not constitute an agency, broker or employment relationship between the Company and you nor does it create any franchise, joint venture, partnership, sales representative or other relationship between the Company and you.

E. The Company and its service providers may share with each other the contact information provided by you during your registration. This information includes, without limitation, your name, address, phone number, and email. The Company will take commercially-reasonable steps to maintain the confidentiality of such information.

3. Obligations of the Parties

A. Subject to our acceptance of you in the Program and your continued compliance with this Agreement, the Company agrees that it will make available to you via the Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Program and will establish a link from your Media to the Program Web Site. 

B. You agree to:

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media. 

2. Ensure that all materials posted on your Media or otherwise used in connection with the Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party (including, without limitation, any copyright, patent, trademark or trade secret),  and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that the Company informs you that it considers objectionable (collectively, “Objectionable Content”). 

3. Not make any representations, warranties or other statements concerning the Company or any of the ultimate purchasers of the Company (each a “Client” and collectively the “Clients”) or any of their respective products or services, except as expressly authorized herein. 

4. Make sure that your Media and/or other communications do not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by the Company or Clients or a part of the Program Web Site, without prior written permission from us. 

5. Comply with all (i) obligations, requirements and restrictions under these Terms and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links. 

6. Comply with the terms, conditions, guidelines and policies of any third-party services you use in connection with the Program, including but not limited to, email providers, social networking services and ad networks. 

7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Program and the provision of such personally identifiable information to the Company and Clients for use as intended by the Company and Clients. 

8. Always prominently post and make available to end-users any terms and conditions in connection with any Offer provided by us or you (each, an “Offer”), or as required by applicable laws regarding such Offers. 

9. Make sure to not place ads on any online auction platform (i.e. eBay, Amazon, etc).

4. Restrictions.

A. You are solely responsible for the development, the maintenance and the operation of your website or other content (including, without limitation, newsletters and email campaigns), including, without limitation, assuring that the accuracy and the appropriateness of the content of your website, assuring that your website does not contain any viruses or other harmful properties, assuring that the content of your website is not defamatory or obscene or otherwise violates applicable laws, regulations, rules, and orders and assuring that your website does not infringe on the intellectual property, including, without limitation, the copyrights, the patents, the trademarks, and the trade secrets, of any other person. The Company is not responsible for your website or other content, or the content or the development, the maintenance or the operation thereof.

You may post any number of Links to the Destination Site on your website. The location, the nature, the position, and the prominence of such Link on your website shall comply with this Agreement, but shall otherwise be at your discretion.

Your website and any other communications shall not copy or resemble the look and the feel of the Website and your website and any other communications shall not create the impression that your website is part of the Website.

You acknowledge that the Company may monitor your website and your other communications for the purpose of determining your compliance with this Agreement.

You are responsible for the proper formatting of the links between the Destination Website and your website and any other communication containing a link to the Destination Website. The Company is not liable or responsible for your failure to properly format such links.

B. You shall not make any representation, warranty or other statements concerning the Company, the Destination Site or the products sold by the Company, except as expressly authorized by this Agreement. You shall not represent, warrant or otherwise state that you are authorized to bind the Company.

C. You shall not advertise or promote advertisements that are misleading and/or that claim inflated discounts or are otherwise in violation of any applicable law. You may only advertise or promote advertisements that state the actual discount, if any, that a visitor may derive by clicking on a link.

You shall not use discounts or promotional codes, without the prior written consent of the Company.

D. You shall not send any email or other forms of electronic message that implies or suggests that the Company was the sender or directed or requested you to send the message. You shall identify yourself as the sender of any such email or other forms of electronic message.

You shall not send any email or other forms of electronic message or advertisement containing the name, the product, the website address or the metatag of the Company or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from you or unless you have a pre-existing business relationship with the recipient.

In addition, you shall provide all recipients of any such communication with the ability to “opt-out” of further communications from you by permitting the recipient to call a toll free number or permitting the recipient to send an “unsubscribe” email to you. You agree that the Company may, upon reasonable prior written notice, audit you to ensure compliance with this Section 3(D).

You shall comply with all federal, state and local laws, regulations, rules, and orders, including, without limitation, the “CAN-SPAM Act,” in connection with your provision of services hereunder.

E. In the process of performing services hereunder, you shall not install or cause to be installed spyware on any person's computer. In the process of performing services hereunder, you shall not install or cause any device, mechanism or program to display an advertisement that partially or wholly covers or obscures the content of any website or any part of a potential customer's display.

F. You shall not use the trademarks or other intellectual property including, without limitation, copyrights, patents or trade secrets, of the Company without our prior written permission. You shall not modify our trademarks in any manner and you shall not display the trademarks in any manner that implies or suggests the endorsement by the Company of your business or your website. You shall not use the trademarks in a manner that disparages the Company or its products or that, in the judgment of the Company, damages or diminishes the trademarks and the goodwill associated therewith.

You are not acquiring any ownership of, or any license or right to use, any of the intellectual property of the Company, including, without limitation, the copyrights, the patents, the trademarks or the trade secrets, except to the limited extent expressly permitted by this Agreement, all of which rights are reserved by, and remain with, the Company.

You shall not use “www.previnex.com” or any variation thereof as the domain name or URL in any search engine or like marketing campaign without the prior written consent of the Company.

G. You shall not infringe on the intellectual property of any person, including, without limitation, any copyright, patent, trademark or trade secret.

You shall not bid on any keyword, term or word in Pay-Per-Click Search Engines (PPCSE's) that contains (i) any trademark, whether or not registered, of the Company or (ii) any keyword, term or word that is a variation of any such trademark or any other keyword, term or word that is likely to cause confusion regarding your affiliation with the Company.

H. You may bid on keyword strings.

I. You shall not bid on any of the trademarks of any competitor of the Company in conjunction with the Program.

J. You shall not use any “fat-finger” or “typosquatter” domain name to redirect Internet traffic to the Destination Site or your website without the prior written approval of the Company. A fat-finger or typosquatter domain name is a domain name that amounts to a misspelling of any registered or unregistered trademark of the Company.

K. You shall not place the word “Previnex” or any variation of or similar spelling of the words “Previnex” in your top-level domain name. The words “Previnex” may be included in your URL provided it is substantially as follows: “mydomain.com/Previnex.”

L. You shall not employ any automated or automated application, device, robot, software or any other technology that attempts to intercept or redirect referrals or traffic to or from any website without the prior written consent of the Company.

M. You shall not “frame” the destination Site so that it appears to viewers of your website that such viewer is viewing the destination Site. You shall not do anything to your website or any website you control that makes such website appear as though it is the Destination Site.

N. You shall not use any device, application, robot, software or technology that forces your URL into a visitor's bookmark when such visitor attempts to bookmark the Destination Site.

O. You shall not represent to visitors that products of the Company may be purchased by or from you or through your website. You shall not sell the products of the Company. You shall not accept any order from a visitor, purchase the product ordered by the visitor from the Company and direct the Company to fulfill or drop-ship such product directly to the visitor. The Company shall have the sole right and responsibility for processing all orders made by visitors and all agreements relating to sales to visitors shall be exclusively between the Company and the visitor.

P. You shall use the product copy, descriptions, images and text as provided by the Company. You may alter the size, but not the content, of product copy as provided by the Company, descriptions, and images.

Q. You shall not redistribute the product feeds or the intellectual property of the Company to a website that the Company determines in its sole and absolute discretion to be competitors of the Company.

Q. Affiliates are prohibited from using PRESS RELEASE marketing from any news or press vendor for promotion of Previnex products. This content distribution is held exclusively for Previnex, LLC. 

S. You shall refer all inquiries from third parties about participation in the Program directly to the Company.

T. You shall not issue any press release that discusses or references the Company except with the prior written consent of the Company.

T1. You shall not use the logos, product copy, descriptions, images, and text, trade names, trademarks or other designations of the Company on any website other than your registered website, without the prior written consent of Company.

U. You acknowledge that the privacy of the customers of the Company is an important aspect of our business. You are not entitled to access to any of the personal information that the Company collects from its customers.

V. You shall not take any action the Company reasonably determines, in its sole discretion, is inconsistent with its business, marketing, policies, practice, and preferences. You shall promptly comply with all of Company's requests, including, without limitation, with respect to the content or the related content of your website.

You acknowledge that the Company may change its policies, practices, and preferences at any time. In particular and without limitation, the Company will determine the prices to be charged for products and you acknowledge that product availability and prices may vary from time to time. While the Company will use commercially reasonable efforts to present accurate and complete information, the Company cannot guarantee the availability or the price of any particular product.

5. Commission.

A. Subject to your compliance with this Agreement, you shall earn and be paid a commission as set forth in the separate fee schedule established, and sent to you, by the Company (which fee schedule may be sent via e-mail and is hereby incorporated by reference). You will only be entitled to a commission if a visitor completes a purchase subject to the terms and conditions on the Destination Site after having last arrived at the Destination Site through a Link that you posted.

Any monthly commission of less than $100 will not be invoiced and paid. Payments will begin once a full months’ commission has exceeded the $100 minimum commission amount. We will in good faith use reasonable-commercial efforts to pay you all amounts due however if you did accept or process a certain payment within ninety (90) days (including, without limitation, if you do not bank a check that has been sent to you) then such payment will be void and you agree that it will no longer be owed to you. Unless otherwise agreed by us in writing, any customer refunds will be calculated in the month that such refunds occur and will be deducted from any current or future amount otherwise due or payable to you. With respect to customers who provide recurring revenue to the Company in connection with any recurring billing program or otherwise, you shall no longer receive any commissions with respect to such recurring-revenue customers upon the termination of this Agreement (except with respect to commissions from such customers earned through the date of termination of this Agreement).

You are entitled to a commission only if (a) the customer is not known to the Company and (b) the system tracks the customer from the time the customer clicks on a link to the Destination Site to the time of sale. The Company is not liable or responsible for failures for any reason to track customers, including, without limitation, a customer's deletion of a required cookie or failures in tracking technology. You will receive a referral fee only if the customer purchases product(s) from the Website within a ninety (90) days after clicking a link.

The persons that visit the Website, regardless of whether or not such persons place orders, are the exclusive customers of the Company, regardless of the manner in which such person arrived at the Website, and the policies, procedures, and preferences of the Company apply to those persons.

B. The Company reserves the right to refuse, delete or ignore any transaction, or correct or to reverse any amount owed to you, as the case may be, if, in the Company's judgment, (i) you or your customer have acted in a fraudulent, dishonest or misleading manner; (ii) the Company has overpaid you; or (iii) you are obligated to indemnify Company for actual or anticipated losses.

C. Other than the payment of the commission, you are not entitled to any additional business, commission or compensation derived by or through a Destination Site.

You are not entitled to any reimbursement for any costs or expenses that you may incur in connection with this Agreement.

6. Term and Termination.

A. The term of this Agreement shall be continuous, unless and until either the Company or you properly terminate this Agreement, in accordance with the following:

(i) the Company shall provide you with written notice of termination via e-mail or any other means;

(ii) You shall provide the Company with written notice of termination via e-mail or any other means.

B. Upon any termination of this Agreement, the Company and you are released from all liabilities and obligations to the other party from and after the date of such termination or the transactions contemplated hereby, other than those obligations that are stated to survive termination as provided herein, including, without limitation, Sections 6 through 12; provided that no such termination will relieve you from any liability or obligation arising from any breach of this Agreement occurring prior to termination.

C. Upon the termination of this Agreement, (i) the acceptance by the Company of additional referrals obtained through you shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) you shall be entitled only to those unpaid commissions, if valid, earned by you on or prior to the date of termination (for the sake of clarity, upon termination of the Agreement by you or by the Company, you shall no longer receive any commissions (except commission earned through the date of termination of the Agreement) with respect to customers who provide recurring revenue to the Company in connection with any recurring billing program or otherwise); (iii) you shall not be entitled to commissions with respect to any referrals delivered after the date of termination; (iv) all licenses and other rights that you have hereunder shall immediately terminate; and (v) you shall cease all uses of any logos, trade names, trademarks, intellectual property, and other designations of the Company and/or the Program. 

7. Confidentiality.

A. In the performance of, or otherwise in connection with, this Agreement, the Company may disclose to you certain Confidential Information. “Confidential Information” shall mean all information regarding the Company that is not generally known to the public and that the Company deems confidential in its sole and absolute discretion.

You will treat such Confidential Information as confidential and proprietary both during the Term and after the Term for the greater of a period of five (5) years or the maximum period permitted by law.

You shall (a) not use the Confidential Information for any purpose other than in performing your obligations hereunder, (b) take suitable measures and precautions to maintain the confidentiality of the Confidential Information (such measures and precautions shall not be less than the manner in which you protect your own confidential information, and in any event shall not be less than commercially-reasonable measures and precautions as then existing in the Company's industry) and (c) not disclose or otherwise furnish the Confidential Information to any third party other than your employees who need to know the Confidential Information to perform your obligations hereunder.

All Confidential Information is supplied “as is” without express or implied warranties of any kind. The Company further disclaims the accuracy and the completeness of the Confidential Information.

Upon the termination of this Agreement, you shall destroy or return all Confidential Information in your possession. You shall certify to the destruction or the return of the Confidential Property to the Company.

B. You shall not make to any other person or entity any statement, oral or written, that directly or indirectly impugns the integrity or quality of the Company or any director, manager, officer, employee, agent, shareholder, member, other affiliate or representative thereof (collectively, “Company Parties”), or any of them, or any of the business or other practices of the Company and/or the Company Parties, or any of them, or any other derogatory or disparaging remarks about the Company and/or the Company Parties, or any of them .

C. You shall not initiate any proceeding, investigation, or inquiry, or any other action of any kind with any governmental agency, with respect to the Company and/or the Company Parties, or any of them(“Inquiry”). Except as required by applicable law, you shall not assist, cooperate with, or supply information of any kind to, any person or any entity in any Inquiry.

8. Remedies

In addition to any other rights and remedies available to us under these Terms, the Company reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) the Company determines that you have violated these Terms, (ii) the Company receives any complaints about your participation in the Program which the Company reasonably believes to violate these Terms, or (iii) any Qualified Action is later determined to have not met the requirements set forth in these Terms. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of these Terms, the Company reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions. 

9. Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Program that you submit the final version of your email to the Company for approval by sending it to the Company representative and upon receiving written approval from the Company such email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon the Company's approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon the Company's approval. 

10. Fraud

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. The Company shall make all determinations about fraudulent activity in its sole discretion. 

 11. Representations and Warranties

You hereby represent and warrant that these Terms constitute legal, valid, and binding obligations, enforceable against you in accordance with such Terms and that you have the authority to enter into or otherwise agree with these Terms. Subject to the other provisions contained in these Terms, the Company represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to the Company's own business operations. You acknowledge that you have read these Terms and agree to all of the provisions set forth herein.

12. Miscellaneous.

A. Affiliate shall be responsible for the payment of all attorneys’ fees and expenses incurred by the Company to enforce the Terms. These Terms (including any agreement contemplated by these Terms, including, without limitation, any separate written agreement with Affiliate and commission schedule) contain the entire agreement between the Company and Affiliate with respect to the subject matter hereof and thereof, and supersede all prior and/or contemporaneous agreements or understandings, written or oral.  Affiliate agrees that the Company shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement these Terms, regardless of whether the Company “clicks through” or otherwise indicates its acceptance thereof. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. Each party to these Terms is an independent contractor in relation to the other party with respect to all matters arising under these Terms. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

B. By submitting an application to Program, you affirm and acknowledge that you have read these Terms in their entirety and agree to be bound by all of such Terms. If you do not wish to be bound by these Terms, you should not submit an application to Program. If an individual is accessing these Terms on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to such Terms.

C. You shall defend, indemnify and hold the Company, Company clients and their respective subsidiaries, affiliates, partners and licensors, directors, managers, officers, shareholders, members, employees, owners, agents and other representatives harmless against all actions, allegations, causes of action, claims, costs, damages, expenses, lawsuits, liabilities and obligations, including, without limitation, attorneys' fees (collectively “Losses”), arising out of, or related to (i) the development, the maintenance or the operation of your website and other communications (electronic or otherwise), (ii) your breach of this Agreement, (iii) your violation of applicable law, rule, regulation or order, (iv) your images, information, methodology, technology, service or text provided or supplied pursuant to this Agreement, (v) your violation of a third party's or the Company's intellectual property (including, without limitation, copyrights, patents, trademarks and trade secrets) and (vi) your violation of your confidentiality obligations.

D. THE COMPANY SHALL NOT BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, SUCH AS, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS OR REVENUE. THIS LIMITATION SHALL REMAIN IRRESPECTIVE OF WHETHER SUCH ACTION IS BASED IN CONTRACT, TORT, EQUITY OR ANY OTHER LEGAL THEORY. THIS LIMITATION SHALL REMAIN WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY THAT THE COMPANY SHALL HAVE TO YOU IN CONNECTION WITH THIS AGREEMENT IS THE TOTAL AMOUNT PAID TO YOU DURING THE SIXTY (60) DAY PERIOD PRECEDING SUCH CLAIM.

E. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO THE INFORMATION, PERFORMANCE, QUALITY, RESULTS,SERVICES AND TECHNOLOGY IN ANY WAY RELATED TO THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, WITH RESPECT TO THE UNDERLYING PRODUCTS SOLD BY OR THROUGH Previnex, LLC, WWW.PREVINEX.COM, OR ANY AFFILIATED ENTITY OR WEBSITE. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF THE COMPANY. 

THE COMPANY DOES NOT WARRANT THAT THE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT, VENDOR, AGENT OR OTHER REPRESENTATIVE OF THE COMPANY OR THEIR RESPECTIVE PRODUCTS OR SERVICES. THE COMPANY DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS

F. You shall not assign, transfer or delegate your obligations hereunder, either in whole or in part, without the prior written consent of the Company, including, without limitation, transferring your affiliate interest, affiliate number and/or affiliate identification. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. The Company may assign this Agreement at any time with or without notice.

G. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any circumstance or person, is deemed invalid, illegal or unenforceable under any applicable law, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement and such provision shall be enforced to the broadest extent that it would be enforceable, legal and valid under applicable law.

H. No delay or failure by the Company in exercising any right hereunder and no partial or single exercise of that right shall constitute a waiver of any right.

I. The rights and the remedies of the Company are not mutually exclusive and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.

J. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

K. By applying to the Program, using the automatic facility located at previnex.com/affiliates and by clicking–through the “Create Account” button and clicking on "I agree to terms and submit application'' acknowledging your agreement to the Terms and Conditions (including this Agreement), you, accept, and enter into and become party to this Agreement, effective on the date of such acceptance to this Agreement.

L. The Company reserves the right to modify the terms and the conditions of this Agreement in its sole discretion upon five (5) days’ written notice with effect from such 10th day (or such later date as specified by Company) to you.

If any modification is unacceptable to you, your sole recourse is to terminate this Agreement by expiring the relationship and/or rejecting the new terms offered. Your continued participation in the program by accepting the newly offered terms and conditions for this Agreement constitutes your binding acceptance to the change.

M. This Agreement shall be governed by the laws of the State of Nevada, without application of conflicts of law principles. The exclusive forum for any actions or disputes related to or arising out of this Agreement shall be in the state courts in Nevada and, to the extent, that federal courts have jurisdiction, in the federal courts in Nevada. You consent to such personal jurisdiction and venue.

N. Nothing in this Agreement is intended, nor shall any provision be construed to benefit the third party. There are no third-party beneficiaries to this Agreement.

O. Official notices to the Company should be sent to:

Previnex, LLC 

[email protected]

Attn: Affiliate Program

BY APPLYING FOR THE PROGRAM AND CLICKING ON THE “APPLY” ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY (i) THE TERMS OF THIS AGREEMENT, AND (II) THE TERMS AND CONDITIONS, TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT

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PREVINEX AMBASSADOR PROGRAM AGREEMENT

PREVINEX BRAND AMBASSADOR PROGRAM AGREEMENT

Updated: 06/01/2021

IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS ACTIONS.

PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.=

BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION.

This BRAND AMBASSADOR Program Agreement (the “Agreement”) is a legally binding contract between you (“Brand Ambassador”, “you”, or similar terms) and Previnex, LLC (“Previnex”, “us”, “we”, or similar terms) and applies to your participation in the Previnex Brand Ambassador Program (the “Program”).  Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. By registering for the Program, you agree to this Agreement.   

1. Description of the Program

The Program permits you to monetize your social media user-generated content by placing on your social media profiles (“Your Profiles”) a personalized Brand Ambassador coupon code (“Your Code").  When our customers purchase eligible goods from www.previnex.com (the “Previnex”) using Your Code you will be eligible to receive a commission for “Qualifying Purchases”, as further described (and subject to the limitations in) Section 3 below.

We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs. If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

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.

You will ensure that the information in your Program application and information otherwise associated, including your email address, mailing address, and other contact information, 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 Program and this 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.

You can update your information by emailing us at: [email protected]

2. Eligibility To Participate In The Program & Prohibited Activities

You must be at least 18 years of age. If you are the parent or legal guardian of a person under the age of 18, you represent and warrant that the minor is of legal age to participate in the Program, you are the legal parent or guardian of the minor whose rights are covered by this Agreement, that you have read the terms of this Agreement and consent to the terms herein and you will not revoke your consent.

You must have an Instagram account.

You must have a PayPal account.

You must comply with this Agreement to participate in the Program and to receive Commissions.

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

You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your Profiles: “As a Previnex Brand Ambassador, I earn from qualifying purchases.”

You must be kind and respectful to all other Brand Ambassadors.

Your Code is for you to post solely in Your Profiles. Participation in the Program does not grant you any rights to sell Previnex items at events of any kind (ex. booth events, etc.) unless you have received express written permission by us.

You must not comment with Your Code on any Previnex social media posts or channels (i.e. Instagram, Twitter, Facebook, etc.), even if you see another Brand Ambassador doing it.

You must not post Your Code in the comments of any posts from Previnex wholesale accounts or stores who carry our products.

You must not enter into any retail stores that sell Previnex goods and share Your Code with customers.

DO NOT add Your Code to coupon sites, it’s cheating! We check these sites frequently.

Remember that the purpose of the Program is to bring new customers to the brand and help spread Previnex’s mission!

Your breach of any of the terms of this Agreement, or any other agreement between you and us, or in connection with the Program (e.g. the PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy) then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Previnex to recover damages in excess of this amount.

3.  Commissions on Qualifying Purchases

We will pay you a commission with a base amount of no less than 10% of the price paid by the customer and actually received by Previnex, before taxes and shipping, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses Your Code to purchase eligible products from the Previnex Site; (ii) the customer’s payment is successfully processed.

For example, if a customer uses Your Code to purchase a single supplements priced at USD $50.00 and Your Code provides the customer with a 15% discount, then once Previnex receives that customer’s payment of USD $50.00, you will be eligible to receive a 10% commission in the amount of USD $5.00.

From time to time, we like to incentivize our Brand Ambassadors by offering increased commission rates for particular periods of time. For example, we may notify you that for a period of time all Brand Ambassadors will earn a 20% Commission on Qualifying Purchases.

Notwithstanding the foregoing, Qualifying Purchases are disqualified and no Commission shall be due whenever (a) they occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program; (b) any purchases that occur after termination of your Agreement; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer who is referred to the Previnex Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Previnex”, or “Previnex products”, or any other Previnex trademark (or variations or misspellings of any of those words), (e) any purchase by a customer who is referred to the Previnex 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); (f) any purchase by a customer who is referred to the Previnex Site by a link that sends users indirectly to the Previnex Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site; (f) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the Previnex Site; or (g) any purchase that is not correctly tracked or reported because Your Code is not properly formatted or inserted in the Previnex Site’s checkout process.

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing your Commissions. We may hold accrued Commissions for a reasonable period of time following any termination of this Agreement to ensure that the correct amount is paid.

We will pay Commissions in United States Dollars via PayPal approximately 15 days following the end of each calendar month in which they were earned. You may be permitted to elect to receive payment in a currency other than United States Dollars. If you choose to do so, you agree that the conversion rate will be determined in accordance with PayPal’s operating standards.  You are solely responsible for any PayPal fees, and any and all taxes. We are not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.

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 fees payable to you under the Agreement or any other agreement between you and us.

4.  Taxes

We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. 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 any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

5. Previnex Customers

You acknowledge and agree that Previnex customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Previnex, you will state that those customers must follow contact directions on the Previnex Site to address customer service issues.

6. Warranties

You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program, including without limitation, your creation, maintenance, or operation of Your Profile(s) will not 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, (d) you have independently evaluated the desirability of participating in the 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 Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Previnex Site; (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 Program is accurate and complete at all times.

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

7. Identifying Yourself As A Previnex Brand Ambassador

Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without Previnex’s express prior written consent. You will not misrepresent or embellish your relationship with us (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.

8. Term and Termination

The term of this Agreement will begin upon your submission of the application to join the Program. 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.

You can provide termination notice by emailing us at: [email protected]

In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (e) 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; (f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (g) we have terminated the Program as we generally make it available to participants.

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 2, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive the termination of this Agreement. No termination of this Agreement will absolve you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.

9. Disclaimers

THE PROGRAM, THE PREVINEX SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE PREVINEX SITE, ANY COUPON CODES, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, 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 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 PROFILES OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (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 PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Limitations on Liability

Previnex’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement.

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 FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) 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.

11. 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 PROFILES (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, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (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, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

12. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating to this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”).  You and we both agree that prior to initiating any claim for arbitration or other legal proceeding, that you and we shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.

All Notices of Dispute to Previnex shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express (or courier shipment outside of the U.S.) if such services actually provide proof of mailing, to:

Previnex - Legal

297 Kinderkamack Road

Suite 313

Oradell, NJ 07649

YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and Previnex agree to resolve any claims relating to this Agreement through final and binding, arbitration.

WHAT IS ARBITRATION? Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this Section 12 is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern.

The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or Previnex must do the following:

1.   Write a demand for Arbitration. The demand must include a description of the claim and the amount of damages sought to be recovered. You can find a copy of a "Demand for Arbitration" at www.jamsadr.com;

2.   Send three copies of the "Demand for Arbitration", plus the appropriate filing fee to your local JAMS office or to JAMS, 620 8th Ave., New York, NY 10018; and

3.   Send one copy of the "Demand for Arbitration" to the other party.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and, in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration shall be held in the United States in New York, New York under New York law without regard to its conflict of laws provisions. If traveling to New York, New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

AUTHORITY OF ARBITRATOR: Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding.

NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Previnex in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

SMALL CLAIMS OPTION: You and Previnex agree that if a claim is within the jurisdiction of a small claims court, either party may choose to take the claim to that court instead of arbitration as follows: (a) The parties may take their claims to small claims court without first filing with the JAMS. (b) After a case is filed with JAMS, but before the arbitrator is formally appointed to the case by the JAMS, a party can send a written notice to the opposing party and the JAMS that it wants the case decided by a small claims court. After receiving this notice, the JAMS will administratively close the case. (c) After the arbitrator is appointed, if a party wants to take the case to small claims court and notifies the opposing party and the JAMS, it is up to the arbitrator to determine if the case should be decided in arbitration or if the arbitration case should be closed and the dispute decided in small claims court.

CHOICE OF LAW/FORUM SELECTION: In any circumstances where this Section 12 (Agreement to Arbitrate Disputes and Choice of Law) permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in Bergen County New Jersey.

STATUTE OF LIMITATIONS: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. Miscellaneous

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Profiles, (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.

Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our 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 participation 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.

Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.

No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program.

This Agreement incorporates all of the terms and conditions of the Previnex Site’s Terms of Use including the Privacy Policy.  To the extent there is a conflict between the Previnex Site’s Terms of Use and this Agreement, the terms of this Agreement shall control. If any portion of this Agreement is found invalid or unenforceable, that portion may be severed from the Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement constitutes the entire agreement and understanding between you and us in connection with the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement).

If you have any questions, please email [email protected].