Terms and Conditions
Please read these Terms and Conditions carefully before participating in our Referral Program.
The name of this Referral program is the My Own Irresistible Brand Referral Program (AKA the "Referral Program").
The Recipient represents and warrants to "the Owner" (AKA Hey, Sweet Pea, LLC.) that the Recipient has read and understand the Privacy Policies and agree to the terms set forth therein.
For purposes of this Agreement, the term "the Recipient" refers to the individual or legal entity who participates in the Referral Program. The term "the Owner" refers to the sponsor of the Referral Program. The term "the Owner's website" refers to the website that the Owner maintains at myownirresistiblebrand.com. The term "Merchandise" means all products, services and programs that are offered by the Owner for sale through its website.
To participate in the Referral Program, the Recipient must have previously purchased the "My Own Irresistible Brand" program from the Owner. Anyone attempting to participate that is not a current member of the "My Own Irresistible Brand" program shall not be considered a candidate for the referral program and will not be allowed to participate.
The Owner reserves the right to approve or reject ANY Referral Program participant in its sole and absolute discretion. The Recipient will have no legal recourse against the Owner for the rejection of participation in the Referral Program.
Without limiting the right to reject any participation for any reason whatsoever in the Owner's absolute discretion, the Recipient's participation will be rejected if it is in non-compliance with the rules of the Referral Program as described in these terms, if the Recipient's website or marketing material contain images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website or merchandise, or if the Recipient's website or marketing material contain any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Recipient's website or marketing material contain any material that appears to the Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
Even after the Owner has accepted the Recipient as an Referral Program member, the Owner reserves the absolute right to rescind or terminate the Recipient Referral status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Referral Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Recipient's website, costs of search engine placement and other Internet marketing, costs of inserting the Owner's links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds the Owner harmless from or against the same.
The Owner makes no representations and warranties regarding potential income that may result from participation in this Referral Program and specifically disclaims any and all warranties relative to earning potential from the Recipient Referral status.
- The Owner will make available to its Referrals links, banners, and/or other information advertising its site to be used subject to the terms of this Agreement. These materials will contain the Owner's trademarks and other proprietary property. The Recipient may display these materials on the Recipient's website for the purpose of promoting the Owner's site and participating in this Referral Program. If the Recipient discontinues the Referral Program or if the Recipient's participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its website and from its computer. The Recipient must obtain the Owner's approval of all links to the Owner's site that the Recipient place on its website. The Recipient will cooperate with the Owner in the establishment and placement of links on the Recipient's website.
- The Recipient will only be permitted to use the links that the Owner provided to the Recipient on the websites owned by the Recipient.
- The Recipient will not modify the links or other materials that the Owner provided to the Recipient or the placement of the links on the Recipient's page. The Recipient consent to the Owner monitoring the Recipient's website to determine continued compliance with this Agreement.
- The Recipient consents to the Owner including information relative to traffic from the Recipient's site in the Owner reports. This information may be provided to outside parties.
- The Owner will be responsible for handling all customer inquiries, product orders, customer billing and collection relative to customers that enter the Owner's site through the links or referrals from the Recipient. Pricing of the Owner products and services is totally within its discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Recipient or users accessing the Owner's site. The Owner's only responsibility to the Recipient in this regard is to track customer orders that occur listing the Recipient as the "Referred By" agent. All such reports shall be un-audited. The Owner will have no obligation to provide the Recipient with any specific information relative to any customer, regardless of whether they access the Owner's site through the link from the Recipient's site.
- The Owner is not responsible for the failure to assign any sale or prizes to the Recipient if the sale results from the improper formatting of the "Referred By" submission from the Recipient's referral. The Recipient should recommend the appropriate formatting of the "Referred By" submission to the Recipient's referral and report any problems that the Recipient may have with the sale to the Owner immediately.
- This Referral Program offers no commission or financial compensation for sales resulting from referrals made by the Recipient.
- The Recipient will be awarded the "Prize" of one conference admission ticket redeemable at the New Wave conference (hosted by the Owner) of the Owner's choice. The Prize is valid for attendance to the conference and all material provided to other attendees. The Prize does not include travel, lodging, or other expenses incurred from attending the event.
- The Prize will only be award on sales that list the Recipient as the referral agent in the "Referred By" field of the order form. There is no right to the Prize if a user does not list the Recipient as the referral agent in the "Referred By" field of the order form.
- The Prize will only be awarded to the Recipient after the My Own Irresistible Brand program refund window has closed. If the referral has received a refund and is no longer considered an active customer of the My Own Irresistible Brand program, the Prize will not be awarded to the Recipient.
- The Prize will only be awarded once per qualifying Recipient regardless of how many referrals list the Recipient as the referral agent.
- The Prize is non-transferable and may not be claimed by anyone other than the qualifying Recipient. If the Recipient chooses not to claim the Prize, the Owner is not liable to offer any additional prizes or compensation to the Recipient. Any Prize awarded to the Recipient that goes unclaimed is thereby forfeited by the Recipient and removes the Owner from any compensatory obligation initiated by the referring sale.
- The Prize is subject to its own terms and conditions which must be agreed to by the Recipient in order to claim the Prize. If the Recipient refuses agreement to the Prize's terms and conditions, the Prize will be considered forfeited by the Recipient.
- The Owner is entitled to limit the total number of Prizes awarded to participants in the Referral Program. Should the Prize limitation set by the Owner be reached, there will be no additional Prizes awarded to participants of the Referral Program, regardless of their qualification for said Prizes, and the Owner is thereby released of all liability to award any Prize to the Recipient.
- The Owner has the right, at its sole discretion to revoke, or refuse to award the Prize to the Recipient for reasons such as (but not limited to), the Recipient's delinquent payments owed from the Recipient's purchase of My Own Irresistible Brand program, if the Recipient's access to the My Own Irresistible Brand program has been revoked or limited due to neglect on the part of the Recipient to that program's terms and conditions, if the Recipient's conduct has been deemed inappropriate by the Owner or its agents as it relates to interactions with the Owner, its agents, or other participants in My Own Irresistible Brand or this Referral Program.
- In the unlikely event that the conference is canceled and the Prize in unable to be awarded to or claimed by the Recipient, or if the Recipient claims the Prize but is unable or chooses not to attend the conference, the Owner will not be held liable to reimburse the Recipient for any costs incurred by the Recipient, nor to award an additional Prize to replace the canceled or unused Prize.
All parties who make purchases through the Owner's website, regardless of whether they may have reached its website through the referral from the Recipient, are deemed to be the Owner's customers and not the Recipient's customers relative to the Owner's products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Recipient will have no right to commissions or prizes on subsequent purchases that may be made by these customers. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Recipient has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner's website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner's business and sale of products at any time in its sole discretion.
- The Recipient will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Recipient for use solely by the Recipient. The Recipient may only use the images that the Owner specifically makes available to the Recipient for the purposes of promotion and marketing of the Owner's products. The Recipient may not distribute, reproduce, modify, or amend, these images in any way. The Recipient may use these images only for the purposes of promoting the Owner's website and products on the Recipient's website, or in marketing material in compliance with the Referral Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Referral Program.
- The Recipient will only use such items in the form, size, content, and appearance that the Owner provided them to the Recipient. The Recipient is not permitted to modify them. These items may only be used in if they contain a hypertext link to the Owner's website. This license shall immediately terminate upon the termination from the Referral Program. The Owner may also terminate this license upon notice to the Recipient in the event that the Recipient's use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Recipient agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Recipient will not gain any trademark, copyright or other proprietary rights to such materials. The Recipient agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Recipient will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use of this material.
- The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner's website.
- The Owner has no obligation to announce, advertise, market, or promote the Recipient participation in the Referral Program, but reserves the right to do the same at its sole discretion.
The Owner cannot guarantee product availability or the term of any price or special promotion or offer.
The Recipient is responsible for all matters pertaining to the Recipient's own website including its development, maintenance, operation and placing links on the Recipient's site in compliance with the terms of the Referral Program. The Recipient is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Recipient's site or the content thereof and the Recipient holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient's website and business. Such indemnity includes the Owner's costs and attorney fees in defending any such matter. The Recipient represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Recipient's site is not operated for an illegal purpose or in an illegal manner.
The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient's entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness hereof and binding effect of this Agreement shall occur upon the Owner's acceptance of the Recipient into the Referral Program. This Agreement shall remain in full force and effect until terminated by the Recipient or by the Owner. Either the Owner or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Recipient at the Email address associated with the Recipient's account with the Owner. Any and all notices to the Recipient via Email at such address shall be deemed to be effective notice to the Recipient for all purposes.
The Recipient will forfeit all right to receive past prizes if this Agreement is terminated as a result of the Recipient's failure to comply with the terms of this Agreement or any policies and procedures of the Referral Program that may be established and amended by the Owner in its discretion from time to time.
The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Referral Program and the terms and conditions of this Agreement upon notice to the Recipient. Notice of any changes may be given via Email to the Recipient or by posting such changes in the Referral Program sections of the Owner's website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner's website. The Recipient may terminate participation in the Referral Program in the event that any of these modifications are unacceptable to the Recipient and such termination shall be the Recipient sole and exclusive remedy. In the event that the Recipient continues to participate in the Referral Program following such modifications, the Recipient will be deemed by the Recipient continued participation to accept any and all such changes.
- THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT'S WEBSITE OR MARKETING MATERIAL. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE REFFERAL PROGRAM, THE RECIPIENT PARTICIPATION IN THE REFFERAL PROGRAM, THE RECIPIENT'S ABILITY TO BE AWARDED ANY PRIZES OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS REFFERAL PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER'S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
- THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
In the event that any information is disclosed to the Recipient through the Recipient participation in the Referral Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Referral Program (which the Owner shall have no obligation to make) or any special treatment that the Recipient may receive (which the Owner reserves the right to provide in its sole discretion to any Referral). Confidential information shall also include any and all information related to the Owner's business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
The Recipient hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, Referrals, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Recipient participation in the Referral Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Referral Program, or any claim related directly or indirectly to the Recipient use, operation or the content of the Recipient's website.
This Agreement shall be interpreted under the laws of the State of Texas. The Recipient agrees now that that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, selected jointly, in accordance with the American Arbitration Association Rules. Prior to seeking arbitration, the Recipient must send an e-mail to the Owner at [email protected] and include all of the reasons for the dispute. Both the Owner and the Recipient agree now that the decision of the arbitrator is final and binding, and may be entered as a judgment into any court having the appropriate jurisdiction.
By participating in the Referral Program, the Recipient agrees to a modification of the statute of limitations such that any arbitration must be begun within one (1) year of the date of the Recipient's e-mail to the Owner referenced above or the Recipient waives the right to seek dispute resolution by arbitration or to take any other legal action.
The Recipient agrees that should arbitration take place, it will be held in Travis County in the State of Texas, and the prevailing party shall be entitled to all reasonable attorneys' fees and all costs necessary to enforce the decision of the arbitrator.In the event of a dispute between the Owner and the Recipient, the Recipient agrees to not engage in any conduct or communications, public or private, including on social media, designed to disparage the Owner, or any of the Owner's Programs, Products or Services. Where requested by law or arbitration, of course, the Recipient is not prohibited from sharing their thoughts and opinions as a part of the legal process.
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Recipient via Email or by posting the same on the Referrals section of the Owner website. Notices to the Recipient shall be by Email addressed to the Email address that the Recipient provided to the Owner during the Recipient's purchase of the My Own Irresistible Brand program or by posting such notices on the Referral section of the Owner's website. It shall be the Recipient responsibility to check the Referral section of the Owner website periodically to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party of the Recipient listed as a referred agent. The Recipient shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not effect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.