When you register to become a RESELLER or participate in any RESELLER Program activity, you agree to be bound by the following RESELLER Program Policy (the "Policy"). This Policy governs between you, as a RESELLER ("You" or "RESELLER"), and MILES AWAY COACHING. Each of the RESELLER and coaches may be RESELLER to as a "Party" and together as the "Parties".
You may review the current version of the Policy at any time on our website. We reserve the right to update and change the Policy by posting. If a significant change is made, we will send you reasonable notice by email. You are encouraged to check the Policy from time to time for updates or changes that may affect you. Any reference to the Policy includes any and all terms and documents incorporated by reference.
By agreeing to participate in the RESELLER Program, you agree to all of the terms and conditions contained in this Policy and the other MILES AWAY COACHING policies, including, without limitation, the Privacy Policy and Terms of Service (collectively, "MILES AWAY COACHING Policies"). All other policies and terms are part of the agreement between the Parties and are incorporated by reference.
1.1. Marketing Activities
RESELLER shall bear all costs and expenses related to the marketing or promotion of RESELLER or RESELLER's products or services associated with RESELLER's participation in the RESELLER Program (collectively, "RESELLER Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined.
In no event shall RESELLER engage in any RESELLER Marketing Activities, except as expressly set forth in this Policy. In conducting all RESELLER Marketing Activities, RESELLER will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and "spam."
Without limiting the generality of Section 1.1.2, RESELLER (i) will not send any related email to any person or entity that has not requested such information; (ii) always include RESELLER's contact information and "unsubscribe" information in any related email; and (iii) does not imply that such emails are sent on behalf of MILES AWAY COACHING.
An RESELLER will not (i) engage in any facsimile, broadcast, telemarketing or any other offline marketing method with respect to MILES AWAY COACHING; (ii) use malware, spyware or any other aggressive advertising or marketing method in any of its transactions relating to MILES AWAY COACHING; (iii) make false, misleading or disparaging representations or statements regarding MILES AWAY COACHING; (iv) solicit any of MILES AWAY COACHING's customers to leave MILES AWAY COACHING; (v) copy, resemble or mirror the appearance of MILES AWAY COACHING's websites, the MILES AWAY COACHING Trademarks (as defined below) or MILES AWAY COACHING's services or otherwise misrepresent RESELLER's affiliation with MILES AWAY COACHING; or (vi) engage in any other practice that may adversely affect MILES AWAY COACHING's credibility or reputation, which includes, but is not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to MILES AWAY COACHING or RESELLER's services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, national origin, disability, sexual orientation or age, or any illegal or objectionable activity; or (c) violates any intellectual property or other proprietary rights of a third party; or (d) violates the MILES AWAY COACHING Terms of Service.
All marketing or advertising communication by RESELLER of any MILES AWAY COACHING service or opportunity must be truthful and accurate. Claims relating to any MILES AWAY COACHING service or opportunity that are false or fraudulent are strictly prohibited. You may not claim that any government, person or entity endorses or supports MILES AWAY COACHING. You may not use the intellectual property of any other person or entity to advertise any MILES AWAY COACHING service or opportunity.
1.2. Compliance with Laws
In addition to, and without limiting the provisions of this Policy, Partner shall perform its obligations under this Policy to the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
1.3 Unauthorized and Prohibited Activities.
RESELLER will not promote or advertise MILES AWAY COACHING services on coupon, deal or discount sites or other incentivized sites, or display any offer code on a public page or through the use of a "click-to-display".
RESELLER will not use its links directly in any pay-per-click advertising;
RESELLER will not purchase search engine keywords or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the MILES AWAY COACHING Trademarks (as defined below) or any variation or misspelling thereof that may be deceptively or confusingly similar to the MILES AWAY COACHING Trademarks.
RESELLER will not create or participate in third party networks or sub-RESELLER networks without the express written permission of MILES AWAY COACHING.
RESELLER will not use or encourage any means to deliver fraudulent traffic, including, but not limited to, the use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
RESELLER shall not use direct links to any page on any MILES AWAY COACHING website without the prior written permission of MILES AWAY COACHING.
Partner will not mask its RESELLER sites or use misleading redirect links.
RESELLER will not disparage the products or services of any other person or entity, including, without limitation, the products or services of a competitor of MILES AWAY COACHING or any other customer or RESELLER of MILES AWAY COACHING, or MILES AWAY COACHING itself.
1.4. Guidelines
These guidelines are intended to increase transparency between endorsers and consumers. As a member of the RESELLER Program with MILES AWAY COACHING, the RESELLER receives compensation for RESELLERS made to MILES AWAY COACHING. This may establish a "material connection" of MILES AWAY COACHING to the applicable rules, which creates an obligation for the RESELLER to provide information to consumers.
Full compliance with these guidelines requires, among other things, that (a) RESELLER clearly and conspicuously discloses that RESELLER is being compensated for referring clients to MILES AWAY COACHING; and (b) RESELLER does not engage in misleading or deceptive advertising.
1.5. Other RESELLER Terms
RESELLER must have an active MILES AWAY COACHING customer account.
If RESELLER is an individual, you must be at least (i) 18 years of age; or (ii) at least the age of majority in the jurisdiction where you reside and from which you conduct RESELLER's business.
You confirm that you become a RESELLER for the purpose of conducting a business and not for any personal, domestic or family purposes.
To become a RESELLER, RESELLER must create a RESELLER Account by providing all of the information indicated as required. MILES AWAY COACHING may reject a RESELLER Account application for any reason, at its sole discretion. Partner acknowledges that MILES AWAY COACHING will use the email address provided by Partner as its primary method of communication. You are responsible for maintaining the security of your RESELLER account password. MILES AWAY COACHING cannot and will not be liable for any loss or damage arising from RESELLER's failure to maintain the security of the RESELLER Account and password.
Partner acknowledges and agrees that Partner shall be responsible for the performance of all of its obligations under the Policy, regardless of whether it sublicenses or subcontracts such obligations to a third party, including, and without limitation, RESELLER's RESELLER or subsidiaries.
Partner will promptly inform MILES AWAY COACHING of any information known to Partner that could reasonably lead to a claim, demand or liability by or against MILES AWAY COACHING by a third party.
RESELLER acknowledges and agrees that MILES AWAY COACHING may modify this Policy at any time by posting the amended and updated RESELLER Program Policy on the MILES AWAY COACHING website, and such modifications to the Policy are effective as of the date of posting. If a significant change is made, MILES AWAY COACHING will provide reasonable notice by email. Continued use of the website constitutes acceptance of the RESELLER's Policy and its posted modifications. If RESELLER does not agree to the changes to the Policy, RESELLER must terminate the Policy by discontinuing participation in the MILES AWAY COACHING RESELLER Program.
RESELLER acknowledges and agrees that RESELLER's participation in the MILES AWAY COACHING RESELLER Program, including information transmitted to or stored by MILES AWAY COACHING, is governed by the MILES AWAY COACHING Privacy Policy.
If the RESELLER's recruiting efforts include claims related to the potential income an MILES AWAY COACHING client may generate, or if you reference income you have earned, or if you reference any lifestyle opportunities you have because of MILES AWAY COACHING, the following guidelines must be met: (a) Your statements must be completely truthful and accurate and supported by evidence; (b) if you use a hypothetical scenario, you must clearly label it as a hypothetical scenario.
2.1. Payment of Fees
Once accepted into the RESELLER Program, you will be assigned one or more unique RESELLER URL(s) that you will use to advertise MILES AWAY COACHING's services. When another person (a "Prospect") clicks on that URL, a cookie (or similar tracking technology ("Cookie")) will be set on the Prospect's browser. When a Prospect creates a MILES AWAY COACHING account using your RESELLER's URL, the Cookie on the Prospect's browser, corresponding to your unique URL, records a "Sale", and each such account is a "Sold Account". In the event a Prospect has multiple RESELLER Cookies, the most recently acquired Cookie will determine which RESELLER is credited with a Sale.
Subject to RESELLER's compliance with this Policy, you will be entitled to a RESELLER fee for each Account sold that generates a monthly or annual payment from MILES AWAY COACHING. The amount of the RESELLER Fee is a percentage of all fees received by MILES AWAY COACHING for a sold Account (the "RESELLER Fees") for as long as the RESELLER MILES AWAY COACHING Account is active. Payments of any RESELLER Fees will be made on the 30th day of each month following receipt of such payments by MILES AWAY COACHING.
RESELLER Fees are paid only for transactions that actually occur between MILES AWAY COACHING and a potential client. If the transaction does not actually take place, or if MILES AWAY COACHING does not actually receive payment for a Sale, you will not be paid a RESELLER Fee for the transaction. If an RESELLER is not linked or attached to Your RESELLER account within 30 days after such RESELLER is subscribed to MILES AWAY COACHING, such RESELLER will not be considered Your Account sold and you will not be entitled to any RESELLER Fee from such sale. In order for an Account to link to Your RESELLER Account, a RESELLER must use Your RESELLER link directly or contact contactus@milesawaycoaching.com within the first 30 days to request linking. If payment for a sold Account later results in a refund or chargeback, and if a RESELLER Fee was paid to you for payment of that sold Account, then the RESELLER Fee will be deducted from any future RESELLER Fee. If MILES AWAY COACHING determines, in its reasonable discretion, that any Sale was made fraudulently or as a result of any violation of this Policy, in addition to MILES AWAY COACHING pursuant to Section 3.1, no RESELLER Fees will be paid to you for such Sale, or if MILES AWAY COACHING discovers such violation or fraud after payment, such amounts will be deducted from any future RESELLER Fees. A RESELLER may request at any time to be removed from your RESELLER account and, upon such request
2.2. RESELLER Representations; Taxes
RESELLER hereby represents and warrants to MILES AWAY COACHING that you are engaged in an independent business enterprise and that you have complied with all business requirements necessary to operate RESELLER's business, if applicable, such as licensing, tax and other business operation requirements.
You are responsible for any and all tax liabilities, including, without limitation, tax liabilities arising out of or relating in any way to the RESELLER Fees You receive from MILES AWAY COACHING. Where MILES AWAY COACHING is required to withhold taxes, MILES AWAY COACHING will document such withholding.
2.3. Inventory Charge/Refunds
Partner will not be paid any RESELLER fees for payments made to its own user account(s). You may not open a MILES AWAY COACHING account in the name of another person or entity, or under a fictitious name. You may not open a MILES AWAY COACHING account under any name simply for the purpose of obtaining RESELLER fees or any other compensation, including but not limited to incentives or prizes that may be offered from time to time. You may not pay for another person's account. RESELLER is not authorized to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Policy, and you agree to pay MILES AWAY COACHING all RESELLER Fees earned as a result of such violation.
3.1 Termination
Unless otherwise specified in the Policy, either Party may terminate the RESELLER Program at any time, with or without cause, effective immediately upon notice to the other Party.
Fraudulent or other unacceptable behavior by RESELLER, including breach of any MILES AWAY COACHING Policy, as determined by MILES AWAY COACHING in its sole discretion, may result in MILES AWAY COACHING taking one or more of the following actions: (a) termination of Your affiliation with MILES AWAY COACHING in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the RESELLER Program; and/or (c) termination of Your RESELLER account entirely without notice or recourse to You, in which case You will forfeit all RESELLER fees owed to You, either as of the date of termination or accruing thereafter.
At any time your MILES AWAY COACHING client account is terminated or suspended by either Party, RESELLER's participation in the RESELLER Program will automatically terminate and RESELLER will no longer be entitled to any further RESELLER Fees. If RESELLER later activates a MILES AWAY COACHING customer account, RESELLER will be entitled to apply to participate in the RESELLER Program and earn RESELLER Fees on any new Account sold. For clarity purposes, RESELLER will forfeit all RESELLER Fees on its Accounts sold prior to such termination.
3.2. Results of Termination
Upon termination of this Policy: (a) RESELLER will immediately cease displaying any MILES AWAY COACHING Materials (as defined below) or any MILES AWAY COACHING Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to RESELLER under this Policy shall immediately cease, including, without limitation, RESELLER's right to access the RESELLER Account and RESELLER Panel, or to receive payments of RESELLER Fees under this Policy, unless otherwise determined by MILES AWAY COACHING in its sole discretion.
This Section 3.2 and the following Sections shall survive any termination or expiration of this Policy: Section 4.5 (MILES AWAY COACHING's Proprietary Rights), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), and Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provision of this Policy that by its nature is intended to survive termination shall survive termination.
4.1. Materials
All MILES AWAY COACHING Materials shall be created and provided exclusively by MILES AWAY COACHING unless MILES AWAY COACHING agrees otherwise in writing in advance. MILES AWAY COACHING will provide RESELLER with copies of or access to the MILES AWAY COACHING Materials. By using MILES AWAY COACHING Materials, You signify your acceptance of our usage guidelines set forth in this Policy and understand that a violation of these guidelines or this Policy will result in termination of your license or permission to use MILES AWAY COACHING Materials. MILES AWAY COACHING Materials are provided "as is" and without warranty of any kind.
RESELLER may display MILES AWAY COACHING Materials on its websites solely for the purpose of marketing and promoting MILES AWAY COACHING and its services during the term of this Policy, or until such time as MILES AWAY COACHING may, upon reasonable notice, direct RESELLER to cease displaying MILES AWAY COACHING Materials. RESELLER may not alter, modify, adapt or translate the MILES AWAY COACHING Materials without the prior written consent of MILES AWAY COACHING. Nothing contained in the MILES AWAY COACHING Materials shall in any way be deemed a representation or warranty by MILES AWAY COACHING. The MILES AWAY COACHING Materials shall at all times remain the sole and exclusive property of MILES AWAY COACHING and no ownership rights shall at any time be granted to RESELLER, even in cases where MILES AWAY COACHING has authorized RESELLER to make changes or modifications to the MILES AWAY COACHING Materials.
"MILES AWAY COACHING Materials" means any marketing or promotional materials related to MILES AWAY COACHING or its platform or products, including, without limitation, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the MILES AWAY COACHING Trademarks.
4.2. Trademarks
During the term of this Policy, MILES AWAY COACHING grants RESELLER a limited, revocable, non-exclusive, non-sublicensable, non-sublicensable, non-transferable license to display the MILES AWAY COACHING Trademarks for the sole purpose of marketing and promoting MILES AWAY COACHING and its services. RESELLER acknowledges and agrees that: (a) it will use the MILES AWAY COACHING Trademarks only as permitted by this Policy; (b) it will use the MILES AWAY COACHING Trademarks in a lawful manner and in strict compliance with all formats, guidelines, standards and other requirements prescribed by MILES AWAY COACHING in writing from time to time; (c) the MILES AWAY COACHING Trademarks are and shall remain the exclusive property of MILES AWAY COACHING; (d) nothing in this Policy shall confer upon RESELLER any ownership rights in the MILES AWAY COACHING Trademarks and any use thereof by RESELLER shall inure to the benefit of MILES AWAY COACHING; (e) RESELLER shall not apply for or contest the validity of any MILES AWAY COACHING Trademarks, now or in the future ; and (f) RESELLER shall not apply for or use, now or in the future, any terms or marks similar to the MILES AWAY COACHING Trademarks that are likely to cause confusion .
"MILES AWAY COACHING Trademarks" means MILES AWAY COACHING's trademarks, logos, service marks and trade names, whether registered or unregistered, including, without limitation, the MILES AWAY COACHING word mark and the "MILES AWAY COACHING" design.
4.3. Trademark Usage Guidelines
RESELLER shall only use and visually present the MILES AWAY COACHING Trademarks in the following manner. RESELLER agrees that your use of the MILES AWAY COACHING Trademarks in violation of these guidelines will result in automatic termination of your participation in the RESELLER Program, this Policy and the license and/or permission to use the MILES AWAY COACHING Trademarks.
Your use must not mislead consumers as to our sponsorship, affiliation or endorsement of Your Company or its products or services.
The MILES AWAY COACHING Trademarks are our exclusive property. All goodwill resulting from your use of the MILES AWAY COACHING Trademarks shall inure solely to our benefit. You will not take any action that is inconsistent with our rights or ownership of the MILES AWAY COACHING Trademarks.
MILES AWAY COACHING Trademarks must be used in a respectful manner. MILES AWAY COACHING Trademarks may not be used in a manner that harms us, our products or services, or in a manner that, in our opinion, diminishes or damages our reputation or goodwill in our brand assets. You may not associate the MILES AWAY COACHING Trademarks or any other assets of our brand with unlawful or illegal activities or use them in a misleading or harmful manner.
You may use the MILES AWAY COACHING mark to advertise MILES AWAY COACHING in your unpaid advertising. Whenever you use the MILES AWAY COACHING mark, you must do so in a manner that does not confuse readers or mislead them into thinking that you are speaking on behalf of MILES AWAY COACHING. MILES AWAY COACHING will determine whether your use of MILES AWAY COACHING is confusing in its sole and absolute discretion.
Whenever you use the word "MILES AWAY COACHING", it must be immediately followed by the "Circle R" "®" indicating that it is a registered trademark of MILES AWAY COACHING.
You must clearly display (i.e., not in a link or in fine print) the following disclaimer on any website, social networking site, email and/or other communication or medium you choose to use: I am not an employee or representative of MILES AWAY COACHING. I am an independent MILES AWAY COACHING RESELLER and receive RESELLER payments from MILES AWAY COACHING in this role. All opinions expressed in this document are my own and are not official statements of MILES AWAY COACHING or any of the MILES AWAY COACHING RESELLER parties.
4.4. Restrictions on RESELLER's Use of MILES AWAY COACHING's Trademarks
Notwithstanding Section 4.1, RESELLER shall not:
use the MILES AWAY COACHING Trademarks or variations or misspellings thereof in RESELLER's trade name, logo, branding, advertising, social media or domain name (including, without limitation, top-level domains, subdomains and page URLs), products or services (including, without limitation, in the name or design of any application or theme), unless MILES AWAY COACHING grants express written permission prior to each use; or purchase or register any search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the MILES AWAY COACHING Trademarks or any variation or misspelling thereof that may be deceptively or confusingly similar to the MILES AWAY COACHING Trademarks.
4.5. Proprietary Rights of MILES AWAY COACHING
As between RESELLER and MILES AWAY COACHING, the MILES AWAY COACHING Materials, the MILES AWAY COACHING Trademarks, all information related to the MILES AWAY COACHING services and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of MILES AWAY COACHING or otherwise related to the MILES AWAY COACHING Services, the RESELLER Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent in and appurtenant thereto ( collectively, "MILES AWAY COACHING Property" ) shall be and remain the sole and exclusive property of MILES AWAY COACHING To the extent, if any, ownership of any MILES AWAY COACHING Property is not automatically vested in MILES AWAY COACHING under this Policy, or otherwise, and vested in RESELLER, RESELLER transfers and assigns to MILES AWAY COACHING, upon creation thereof, all right, title and interest that RESELLER may have in such MILES AWAY COACHING Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
5.1 Definition
Confidential Information" shall include, but not be limited to, all information associated with a Party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospect lists, names, addresses and other information about customers and prospects, product designs, sales, costs (including relevant processing fees), price lists and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between MILES AWAY COACHING and RESELLER, any information relating to MILES AWAY COACHING's client or other RESELLER is the confidential information of MILES AWAY COACHING.
5.2 Covenants
RESELLER that are subject to confidentiality obligations to another Party that are as strict as those contained in this Policy; or (ii) as required by any law, regulation or order of any court of appropriate jurisdiction over the Parties and the subject matter contained in this Policy, provided that, if legally permissible, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure receives confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known to or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the Confidential Information of the other Party(ies) and without violating any provision of this Policy; or (C) is subsequently properly obtained by the receiving Party from a source other than the disclosing Party without violating any provision of this Policy.
The MILES AWAY COACHING RESELLER Program, the MILES AWAY COACHING Services, the MILES AWAY COACHING Trademarks and the MILES AWAY COACHING Materials are provided on an "as is" basis. MILES AWAY COACHING makes no warranties under this Policy, and MILES AWAY COACHING expressly disclaims all warranties, express or implied, including, without limitation, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, MILES AWAY COACHING further disclaims all representations and warranties, express or implied, that the MILES AWAY COACHING services, the MILES AWAY COACHING Trademarks, or the MILES AWAY COACHING services. The materials meet all RESELLER requirements and will be uninterrupted, error-free or free of harmful components.
7.1. Limitation of Liability
MILES AWAY COACHING shall have no liability with respect to the MILES AWAY COACHING RESELLER Program, the MILES AWAY COACHING Services, the MILES AWAY COACHING Trademarks, the MILES AWAY COACHING Materials or MILES AWAY COACHING's obligations under this Policy or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting in any way from MILES AWAY COACHING's services, the MILES AWAY COACHING Trademarks, the MILES AWAY COACHING Materials or RESELLER's participation or inability to participate in the MILES AWAY COACHING RESELLER Program, even if MILES AWAY COACHING has been advised of the possibility of such damages. In any event, MILES AWAY COACHING's liability to RESELLER under this Policy for any reason whatsoever shall be limited to the RESELLER Fees paid to RESELLER by MILES AWAY COACHING during the five (5) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations and other torts. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
7.2. Indemnification
RESELLER agrees to indemnify, defend and hold harmless MILES AWAY COACHING and the directors, managers, officers, employees, subcontractors and agents thereof (each, an "Indemnified Party" and, collectively, the "Indemnified Parties" ), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees (collectively, "Claims" ), to the extent such claim is based upon or arises out of: (a) the breach by RESELLER of any representation, warranty, obligation or covenant under this Policy; (b) gross negligence or willful misconduct of RESELLER; (c) any warranty, condition, representation, indemnity or guarantee relating to MILES AWAY COACHING given by RESELLER to any third party; (d) the breach by RESELLER of any term of this Policy or the MILES AWAY COACHING Policies (including any document it incorporates by reference); (e) any claim by a third party that RESELLER's products or services infringe the intellectual property or other rights of a third party; (f) RESELLER's Taxes, including any audits or penalties related thereto; and (g) the performance, non-performance or inadequate performance of RESELLER's products or services.
7.3. Notice of Indemnification
Upon claiming any indemnification under this Policy, the Indemnified Party shall promptly provide RESELLER with written notice of any claim that the Indemnified Party believes is within the scope of the indemnifications provided for in this Policy. The Indemnified Party may, at its expense, assist in the defense if it so desires, provided that RESELLER shall control such defense and all negotiations relating to the settlement of any claim and further provided that in settling any claim RESELLER shall not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that would reasonably result in any admission by the Indemnified Party or in the imposition of any liability thereon without the prior written approval of the Indemnified Party.
8.1. Force Majeure
MILES AWAY COACHING shall not be liable for any delay or failure to perform any obligation under this Policy where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, power or electrical outages, utility or other telecommunications failures, earthquake, storms or other elements of nature, pandemics, blockades, embargoes, riots, acts or orders of government, acts of terrorism or war.
Independent Contractors
The Parties to this Policy are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither MILES AWAY COACHING nor shall RESELLER have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability, or otherwise bind, the other Party. This Policy shall not be construed or interpreted to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such relationship on either Party.
8.3. Non-Exclusivity
Nothing in this Policy is intended to create, nor shall it be construed to create, any exclusive Policy between the Parties to this Policy. This Policy shall not restrict any Party from entering into similar Policies with others, provided that it does not breach its obligations under this Policy in doing so, including, without limitation, confidentiality obligations.
8.4. Notices
Any notice, approval, request, authorization, direction or other communication under this Policy shall be given in writing and shall be deemed given and delivered for all purposes (a) on the date of delivery if delivered personally or by email to the RESELLER's address, the email address listed in the RESELLER's account and contactus@milesawaycoaching.com; (b) two (2) business days after deposit by internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit by certified or registered mail, return receipt requested, postage and charges prepaid.
8.5. Non-Waiver
The failure of either Party to insist upon or require strict compliance by another Party with any provision of this Policy or to exercise any right under this Policy shall not be construed as a waiver or abandonment to any extent of such Party's right to assert or rely upon any provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
8.6. Entire Policy
This Policy, including all MILES AWAY COACHING Policies listed on the MILES AWAY COACHING website, any completed application forms and all guidelines and other documents linked to or incorporated or referenced in this Policy, sets forth the entire Policy and supersedes any and all prior Policies, written or oral, of the Parties with respect to the subject matter hereof (including, without limitation, any prior versions of this Policy). Neither MILES AWAY COACHING nor RESELLER shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Policy (whether or not it materially alters this Policy) and that is offered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
8.7. Assignment
All terms and provisions of this Policy shall be binding upon and inure to the benefit of the Parties to this Policy and their respective heirs, successors, permitted assigns and legal representatives. MILES AWAY COACHING may assign this Policy without notice to or consent of RESELLER. RESELLER shall have no right to assign or transfer this Policy, or any of its rights or obligations under this Policy, to any third party without the prior written consent of MILES AWAY COACHING, which shall be given or withheld in MILES AWAY COACHING's sole discretion.
8.8. Applicable Laws
This Policy shall be governed by and construed in accordance with the laws applicable in the jurisdiction where the RESELLER Program is conducted, without regard to principles of conflicts of laws.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and appellate courts having appellate jurisdiction of such courts with respect to any dispute or claim arising out of or relating to this Policy.
8.9. Competitive or Similar Materials
MILES AWAY COACHING is not precluded from discussing, reviewing, self-developing, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with RESELLER's products or services, provided that MILES AWAY COACHING does not use RESELLER's confidential information in doing so.
8.10. Modifications to this Policy
MILES AWAY COACHING may modify this Policy (including the MILES AWAY COACHING Policies) at any time by posting a revised version on the MILES AWAY COACHING website or by notifying RESELLER of Policy Section 8.4. By continuing to participate in the RESELLER Program after the effective date of any modification to this Policy, RESELLER agrees to be bound by the modified terms. It is your responsibility to periodically check the MILES AWAY COACHING website for modifications to this Policy. We last modified this Policy on the date listed at the end of this Policy.
8.11. Language
All communications and notices made or delivered pursuant to this Policy must be in the English language. If we provide a translation of the English version of this Policy, the Spanish version of the Policy shall prevail in the event of a conflict.
8.12. Non-Exclusive Remedies
In the event of a breach or threatened breach by RESELLER of any provision of this Policy, in addition to all other rights and remedies available to MILES AWAY COACHING under this Policy and applicable law, MILES AWAY COACHING shall have the right to (a) immediately enjoin all such activity, without the necessity of proving damages or posting a bond or other security; (b) immediately terminate this Policy and RESELLER's access to the RESELLER Program; (c) receive an immediate refund of all amounts paid to RESELLER under this Policy; and (d) be indemnified for any loss, damage or liability incurred by MILES AWAY COACHING in connection with such violation, in accordance with the provisions of Section 7.
8.12. Severability
If any provision of this Policy is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Policy, and the Policy shall be construed as if such invalid, illegal or unenforceable provision had never been included in the Policy
Location: AVE. EJÉRCITO NACIONAL 1112 PISO 10, POLANCO 1 SECCIÓN, C.P. 11510, MIGUEL HIDALGO, CIUDAD DE MEXICO.
Phone Number: +52 1 55 5123 8030
AVE. EJÉRCITO NACIONAL 1112 PISO 10, POLANCO 1 SECCIÓN, C.P. 11510, MIGUEL HIDALGO, CIUDAD DE MÉXICO.
+52 1 55 5123 8030
info@milesawaycoaching.com
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