AFFILIATE PARTNERSHIP TERMS AND CONDITIONS

Content:

These Terms & Conditions apply to everyone who participates in the Investors Club Affiliate Program. Please read this Agreement carefully before joining the Affiliate Program, as this is a binding legal agreement between You and Us.

Definitions

Agreement

Means these Affiliate Partnership Agreement Terms and Conditions, as updated from time to time.

Program/Affiliate Program/Affiliate Partnership Program

Means Investors Club Affiliate Partnership Program that allows You to share in a) Our commissions for the sale of businesses qualifying as Eligible Submissions through the Investors Club platform; or b) all membership fees We receive on eligible Subscriptions Purchased.

Personal Information

Means any and all personal information provided by you, on participating in the Program.

We or us or our

Means Investors Club LLC located at 690 S Highway 89, Suite 201 Jackson, WY 83001, USA.

Website or Investors Club Website

Means the website located at https://investors.club, https://partners.investors.club/ and any subsequent URL which may replace it.

Buyer

Means any person or entity that makes an offer or purchases a website or business through the Investors Club Website.

Seller

Means any person or entity which lists a website or business for sale on the Investors Club Website.

You / Your / Yours / Affiliate Partner

Means the legal entity agreeing to participate in this Affiliate Program, who will be bound by the terms of this Agreement.

Program or Affiliate Partnership Program

Means the affiliate program outlined in this Agreement.

Initial Submission

An Initial Submission will be defined as a submission by a Seller that contacts Investors Club through efforts directly attributable to the Affiliate Partner, in order to engage Investors Club to assist with the sale of its business or website, provided that this Seller is not any individual or related business entity that has previously purchased or submitted a business to be sold at Investors Club.

Initial Check

The Initial Check refers to the initial evaluation by which Investors Club decides whether it will accept a business or website submitted or applied for to be sold on its platform. Investors Club may accept or reject any submission in its sole discretion.

Eligible Submission

An Eligible Submission will be defined as a submission of a business or website for sale by a Seller that contacts Investors Club through efforts directly attributable to the Affiliate Partner, whose submission is accepted by passing the Initial Check.

A Buyer or a Seller shall be ineligible to participate in the Affiliate Program for any transaction to which they are a party, or where they directly or indirectly own any equity in any party to the transaction. All such transactions shall be considered ineligible and no affiliate fees will be paid in connection with same.

Pending Sale

A Pending Sale will be defined as an Eligible Submission that results in an offer to purchase accepted by the Seller. During the time of a Pending Sale, We will calculate the estimated Affiliate Fee for the Affiliate Partner. The final amount of the Affiliate Fee will be determined based on the actual price for which the site or business sold, once the transaction qualifies as a Completed Sale.

Completed Sale

Completed Sale will be defined as a Pending Sale that results in the final sale of a business through Investors Club. The transaction is deemed a Completed Sale when all of the following conditions are met: a) the Buyer has paid the purchase price to the Seller; b) migration of the relevant assets to the Buyer has been completed; c) the inspection period has been successfully completed; and d) all funds have been disbursed to the Seller and Investors Club has received its Success Fee.

Subscription Purchased

Subscription Purchased will be defined as a payment by a new member who signs up for a paid plan of Investors Club’s subscription service, if a) the new member joined Investors Club through efforts directly attributable to the Affiliate Partner; and b) the new member is not any individual or related business entity that had previously registered as a Buyer or Seller or is currently registered as a Buyer or Seller at Investors Club. Investors Club reserves the right to change its paid subscription plans, terminate subscription plans or implement new types of subscription or membership models at any time, in its sole discretion.

Affiliate Fee

For every Completed Sale, the Affiliate Partner will be entitled to an Affiliate Fee of twenty-five (25%) of the Success Fee Investors Club earns on the underlying sale of the business. Investors Club will pay the Affiliate Fee only after it has received its Success Fee

For every Subscription Purchased, the Affiliate Partner will be entitled to an Affiliate Fee of twenty-five percent (25%) of the Membership Price Investors Club earns for the purchase of the Lifetime Membership Plan and to a one-time fee of twenty percent (20%) of the Membership Price Investors Club earns for the first year of any Annual Membership Plan purchased. Affiliate Fees for other paid plans or payment options which may become available in the future will be determined by Investor’s Club, in its sole discretion. Investors Club will pay the Affiliate Fee only after it has received the membership payment from a new member.

Affiliate Fees will not be paid if: (a) payment of the Affiliate Fee is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of Your jurisdiction; or (b) the Affiliate Fee has been obtained by fraudulent means, misuse of the tracking link, or breach of any term of this Agreement.

Success Fee

Upon any completed sale of a Website during the exclusivity period or under any other conditions specified in the Exclusivity Agreement signed by the Seller (usually 45 days from the day of signing the Exclusivity Agreement) the Seller shall pay to Investors Club a service fee equal to the amount stated in the Exclusivity Agreement that has to be signed upon listing the site on the Investors Club website. (The Success Fee is typically 7% of the final sale price, with a minimum of $1000; however, Investors Club may, in its sole discretion, negotiate any Success Fee it deems appropriate in any transaction. The Success Fee may vary or may be waived by Investors Club depending on what is negotiated, and no fixed or minimum amount is being promised or guaranteed.) The Success Fee will be directly deducted from the escrow amount funded by the Buyer of the business.

Partnership Manager

Means the Investors Club employee(s) who will be in contact with the Affiliate Partner as a representative of the Program.

PROCESS OF APPLICATION AND ACCEPTANCE / NON-EXCLUSIVITY

To begin the enrollment process, You must submit a complete and accurate Affiliate Partnership Program application via www.partnership.investor.club

Our Partnership Managers will evaluate Your application and contact You to assess Your suitability for the Program within 7 to 14 working days (with a maximum of 45 working days).

We will determine suitability at Our sole discretion. If We reject Your application due to unsuitability, You may reapply at any time once You have complied with Our suitability requirements. However, if at any time We 1) reject Your application for any other reason or 2) terminate Your account in connection with any violation or abuse (as determined in Our sole discretion), You cannot attempt to rejoin the Program without Our advance authorization in writing.

You will ensure that all information in Your Program application and information otherwise associated with Your account, including Your email address and other contact information, identification of Your site, description of assets and performance, and other information provided by You 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 the Agreement to the email address then-currently associated with Your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with Your account is no longer current.

The Affiliate Partnership Program is free to join. Only those individuals specifically approved by Investors Club in writing may participate in the Affiliate Partnership Program, separate and apart from this Agreement.

AFFILIATE FEES AND PAYMENTS

We will use commercially reasonable efforts to accurately and comprehensively track Completed Sale or Subscription Purchased events for the purposes of Our internal tracking and creating and distributing Your Affiliate Fees.

To receive payment under this Agreement, You must have agreed to the terms of this Agreement and otherwise complied with its obligations hereunder. You must have a valid and up-to-date payment method (PayPal or option for wire transfer) and have completed any required tax documentation.

You may receive Your commission through PayPal or wire transfer. The minimum threshold for PayPal payments is $50 USD. The minimum threshold for wire transfers is $1,000 USD. Investors Club becomes obliged to pay the Affiliate Fee to You once Investors Club has received its Success Fee for the sold business, or once a membership payment for a Subscription Purchased has been received.

Investors Club shall pay You the Affiliate Fee within net thirty (30) days from confirmation of eligibility (Sale Completed or Subscription Purchased). In the event that You fail to request payment after six (6) months following the event of Sale Completed or Subscription Purchased, You forfeit the right to receive the Affiliate Fee.

You are responsible for the payment of all taxes applicable to the Affiliate Fee. All amounts payable by Us to You are subject to offset by Us against any amounts owed by You to Us.

We may process the payments through third-party applications.

Once You get approved for participation in the Program, We will send You a unique tracking link to use when referring Buyers or Sellers to Investors Club. You are encouraged to use Your unique tracking link for all affiliates.

If the tracking link is not used, in order to qualify for the Affiliate Fee, You must provide Us with written notice via email of the affiliate You referred to Investors Club no later than seven days following the affiliate. This email has to have complete information (first name, last name, email address) about the Seller or Buyer You referred to us, and You must “cc” the aforementioned Buyer or Seller in the email. The Buyer or the Seller needs to respond to the email with an explicit confirmation of the affiliate. Without limiting the generality of the foregoing, if the tracking link is not used and written notice, as explained above, is not provided, We are not under any obligation to pay You any Affiliate Fee.

Our Affiliate Period is one hundred eighty (180) days from the date of the first usage of the affiliate link. We will not pay Affiliate Fees for any site or business sold, or membership fees paid, after the Affiliate Period is over.

APPROVAL

If You create marketing or advertising content in order to promote Investors Club’s products, services or this Affiliate Program, which are intended to be used in place of or in addition to promotional assets provided to You by Investors Club, You agree to submit all such content and materials to Us for approval prior to publishing such materials. You understand that You may not publish any content promoting or referencing Investors Club or its products and services that is not approved by Us.

All e-mail campaigns containing Our affiliate links or references to Our business, products and services must be submitted to Us for approval before launch. In order for Us to approve the campaign, We must receive the following information: the subject line, sender information, and final text of all e-mails in the campaign; a description of the audience receiving the e-mails; the methods used for collecting email addresses; the URLs for the ads, websites, landing pages used to collect emails; the text of any social media advertisements and other marketing materials used to collect emails; and any other information We may request.

AFFILIATE PARTNER WARRANTIES AND OBLIGATIONS

By becoming a Affiliate Partner, You represent and warrant that:

  1. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Your obligations without the approval or consent of any other party;
  2. Your participation in this Program will not conflict with any of Your existing agreements or arrangements;
  3. You have the necessary knowledge, skills, expertise, and training to obtain qualified affiliates reasonably calculated to be a good fit for Investors Club’s services;
  4. You are, and at all pertinent times will be, compliant with any trade or regulatory requirements that may apply to Your participation in this Program;
  5. Your activities under this Agreement and acquisition of leads does not violate any law, regulation, ordinance, statute, or treaty that is applicable within Your jurisdiction and the United States, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act, and Computer Fraud and Abuse Act;
  6. You will at all times comply with all FTC regulations regarding affiliate links and disclosures, including the duty to clearly and conspicuously disclose Your affiliate status when posting affiliate links on any website, blog post, social media, advertisement, or other online channel or platform;
  7. You will accurately provide to Us all websites and domains You own or use where You intend to promote Investors Club’s services or use Your affiliate links;
  8. You will not purchase paid advertisements that direct to Your site(s) or through a link that could be considered as competing with Investors Club’s own advertising, including, but not limited to, Our branded keywords;
  9. You will not participate in cookie stuffing (cookie dropping) or pop-up based advertising / pop-up ad networks;
  10. You will not engage in any false or misleading advertising, and will not make any unsubstantiated claims regarding Investors Club or any of its products, services, and this Affiliate Program;
  11. You will not use fake testimonials, buy fake social media interactions (likes, follows, views, engagement, etc) or use any other marketing and advertising methods in violation of FTC rules and regulations or any applicable laws and regulations of the United States or Your jurisdiction;
  12. You will not attempt to mask the referring URL information;
  13. You will submit all materials which are used to advertise, promote or make claims to the public regarding Investors Club’s products, services or this Affiliate Program to Us for approval prior to publishing such materials;
  14. all obligations and duties under the terms of this Agreement will be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge, skills, expertise, and training to do so;

PROHIBITED ACTS

As a condition of becoming an Affiliate Partner, You agree not to undertake or engage in the following practices:

  1. Use or otherwise incorporate the name of Investors Club, or any of Investors Club’s products, services, domain names, and/or variations or misspellings thereof, in Your website(s), domain name(s), meta tags of web pages comprising Your website, or in advertising or searchable keywords where Your ad outranks Investors Club’s;
  2. Make any representations, either express or implied, or create an appearance that a visitor to Your website is visiting Investors Club’s Website, e.g. "framing" the Website, without Our express prior written approval;
  3. "Scrape" or "crawl" Our Website or any other website owned or operated by Us for content (such as images, logos and text);
  4. Use unsolicited commercial email (UCE);
  5. Engage in any conduct prohibited by any applicable law, regulation, ordinance, government or court order, or in violation of the rights of any third party;
  6. Post to non-commercial newsgroups, groups where commercial postings are not welcomed, and/or cross-post to multiple newsgroups at once;
  7. Advertise in any way that effectively conceals or misrepresents Your identity, domain name, or return email address;
  8. Transmit any interstitials, parasiteware, parasitic marketing, shopping assistance application, toolbar installations and/or add-ons, shopping wallets, or deceptive pop-ups and/or pop-unders to customers or visitors. As used herein “parasiteware” and “parasitic marketing” shall mean any application that i) causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer clicking on a qualifying link on a web page or email; ii) intercepts searches to redirect traffic through an installed software, causing pop ups and commission tracking cookies to be put in place and/or be overwritten; iii) sets commission tracking cookies through the loading of any site in hidden links and automatic pop ups; iv) targets text on web sites, other than those owned by the application owner, for the purpose of contextual marketing;
  9. Compete with or outbid Investors Club for placement on any branded keywords, search terms or any variation of any trademark owned by Investors Club, at any time, in any search engine. These include, but are not limited to: “investors club”; “investorsclub”; “investorsclub.com”; “investors.club”; “investors’ club”; “investorclub”; “investor’s club”; and “club investors”. If You violate this no-outbidding policy, We may terminate this Agreement effective immediately. In addition, should You fail to remove any listings in violation of the above policy within seven days, We may initiate legal action against you, and You shall forfeit all commissions owed by You at the time of the violation.

Upon Our request, You shall immediately remove any affiliate link provided by Us that is being displayed on a page which we, in Our sole discretion, deem objectionable. Any violation of this section shall be deemed a material breach of this Agreement. Any pending affiliate payments owed will not be paid if this Agreement is terminated due to spamming or other violation of any federal or state anti-spam, consumer protection, unfair trade practices, or data/privacy security laws.

Trademarks / Intellectual Property

We are the owner or the licensee of all Intellectual Property Rights on the website located at https://investors.club, https://partners.investors.club/ and any subsequent URL which may replace it, as well as all content and material published on said websites, and any materials which We may provide to You in connection with the Affiliate Program.

Investors Club owns and retains all right, title and interest in its intellectual property, including but not limited to any names, logos, trademarks, service marks, trade dresses, graphics, page headers, button icons, scripts, copyrights and proprietary technology currently owned or used by Investors Club or which may be developed and/or used by it in the future. Our intellectual property may not be used a) in connection with any product or service that is not ours; b) in any manner that is likely to cause confusion among customers; c) in any manner that is reasonably likely to cause mistake in, or to deceive consumers; d) in any manner that falsely designates the origin of, the source of, or the sponsorship of Your or any third party’s goods or services; e) in a way that implies We endorse, sponsor or approve of Your or any third party’s services or products; f) in violation of applicable law; g) in connection with an obscene, indecent, or unlawful topic or material; or h) in any manner that disparages or discredits Investors Club or this Program.

You acknowledge and agree that all Intellectual Property Rights in all materials or content supplied as part of this Website and this Program shall remain at all times vested in Investors Club. You are permitted to use the Website and the materials contained therein or any of Our intellectual property provided to You only as expressly authorized by Us.

As a Affiliate Partner, You will be provided with links and/or other creative assets (including logos, text, icons, scripts, graphic images and similar materials which You may use to promote Investors Club products and services), which will be subject to clear Content Usage Guidelines You are obligated to follow. By entering into this Agreement, You agree to follow these Content Usage Guidelines, available here, the terms of which shall be incorporated into this Agreement by reference, as if copied herein in their entirety. You will be granted a limited, revocable, non-exclusive license to use any such creative assets solely for the purpose of participating in the Affiliate Program in conformity with the terms and conditions set forth in this Agreement and the Usage Guidelines.

Except as expressly set forth in this Agreement or the Usage Guidelines, You may not copy, distribute, modify, reverse engineer, or create derivative works from Our creative assets provided to You or any of Our intellectual property. Alteration of Our materials, content, creative assets and other intellectual property is strictly prohibited. For example, You cannot change any creative asset's proportion, color, or font or add or remove any elements. Further, You are not authorized to sublicense, assign or transfer any such licenses for the use of said intellectual property. Any attempt by You at such assignment, transfer or sublicensing of Our intellectual property shall be null and void.

You are prohibited from using Our intellectual property, particularly Our trademark(s) in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. We may, in Our sole discretion, prohibit You from any use of Our brand, trademarks, logos, copy, or other content.

We reserve the right to take appropriate action against any use of Our intellectual property without permission or any use that does not conform to this Agreement, at any time and at Our sole discretion.

CONFIDENTIALITY

By becoming an Affiliate Partner, You may be furnished with, or given access to, certain confidential and/or proprietary information of Investors Club and its clients, business partners and licensors. Subject to the provisions of his section, such information shall not be disclosed by You to any third party, and shall not be used for purposes other than those contemplated by this Agreement. 

Confidential Information may include, but is not limited to, the following: a) any materials regardless of form We furnish to you; b) any information stamped “confidential,” “proprietary,” or with a similar legend, or any information that We make similar reasonable efforts to maintain secret; c) any business or marketing plans, strategies, customer lists, operating procedures, design formulas, know-how, processes, programs, software, inventories, discoveries, improvements of any kind, sales projections, strategies, pricing information; and other confidential trade secrets, data and knowledge of Investors Club; d) any information belonging to employees, agents, members, shareholders, owners, customers, suppliers, vendors, contractors, business partners and affiliates of Investors Club; e) any non-public inventions the rights to which have not been assigned to you; f) any non-public and proprietary technical information belonging to us, the rights to which have not been assigned to you; and g) other proprietary information owned by Us which are Our valuable, special and/or unique assets, including Our intellectual property. 

You agree that You will not disclose or use, either during or after the term of this Agreement, in any manner, directly or indirectly, any Confidential Information of Investors Club, for Your own benefit or the benefit of any third party. You agree not to use, share, divulge, disclose or communicate in any manner whatsoever any Confidential Information to any third party without the prior written consent of Investors Club, except to the extent specifically permitted under this Agreement. 

You will protect all Confidential Information of Investors Club, and will treat it as strictly confidential, unless and until: a) said information becomes known to third parties not under any obligation of confidentiality to Investors Club, or becomes publicly known through no fault of Affiliate Partner; or b) said information was already in Affiliate Partner’s possession prior to its disclosure, except in cases where the information has been covered by a preexisting Confidentiality Agreement; or c) said information is subsequently disclosed by a third party not under any obligation of confidentiality to Investors Club; or d) said information is approved for disclosure by prior written consent of Investors Club; or e) said information is required to be disclosed by court order or governmental law or regulation, provided that Affiliate Partner gives Investors Club prompt notice of any such requirement and cooperates with Investors Club in attempting to limit such disclosure; or f) said information is proven independently developed by Affiliate Partner without recourse or access to the information; or g) disclosure is required in order for Affiliate Partner to comply with its obligations under this Agreement, provided that prior to disclosure, Affiliate Partner gives Investors Club prompt notice of any such requirement and cooperates with Investors Club in attempting to limit such disclosure.

Affiliate Partner further agrees to disclose the Confidential Information to their officers, directors, employees, contractors and agents (collectively, the “Agents”) solely on a need-to-know basis and represent that such Agents have signed appropriate non-disclosure agreements and/or that Affiliate Partner has taken appropriate measures imposing on such Agents a duty to (1) hold any Confidential Information received by such Agents in the strictest confidence, (2) not to disclose such Confidential Information to any third party, and (3) not to use such Confidential Information for the benefit of anyone other than Investors Club, without the prior express written authorization of Investors Club.

If Affiliate Partner discloses or threatens to disclose Investors Club’s Confidential Information to another party or to Investors Club’s detriment or damage, in violation of this Agreement, Investors Club will suffer irreparable damage and shall be entitled to seek an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction to restrain Affiliate Partner from such unauthorized use or disclosure, in whole or in part, of such Confidential Information, without the need to post a bond, and/or from providing services to any party to whom such information has been disclosed or may be disclosed. Affiliate Partner further agrees to reimburse Investors Club for any loss or expense incurred as a result of the infringement, including but not limited to court costs and reasonable attorney fees incurred by Investors Club in enforcing the provisions of this Agreement, in addition to any other damages which may be proven. Investors Club shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

TERM AND TERMINATION

Both parties may terminate this Agreement at any time and without cause.

Failure to comply with this Agreement constitutes a material breach. We may terminate this Agreement immediately if there has been a material breach of this Agreement and such breach remains uncured for a period of five (5) days from the date You were first notified of the breach, if You become insolvent or file an assignment for the benefit of creditors or become the subject of an insolvency proceeding, including, but not limited to, an involuntary bankruptcy; or We determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect us, Our prospects, or Our customers.

Expiration of this Agreement and termination of this Agreement without cause by us, or with cause by you, will not affect Our obligation to pay You an Affiliate Fee, so long as the related payment upon which the Affiliate Fee is based is received by Us within fifteen (15) days after the date of termination or expiration. We will not be obliged to pay You Affiliate Fees on payments received by Us after fifteen (15) days after the date of termination or expiration set out above.

In the case of termination without cause by you, or with cause by us, Our obligation to pay and Your right to receive any commission will terminate upon the date of the termination, regardless of whether You would have otherwise been eligible to receive commission prior to the date of termination. Except as expressly indicated in the section above, You will not be eligible to receive a commission payment after the expiration or termination of this Agreement.

Upon termination or expiration, You will discontinue all use of and delete any and all affiliate links. Upon termination or expiration, You will immediately discontinue all use of Our trademarks, content, creative assets and other intellectual property, and will immediately delete all references to this Program from Your website(s), marketing and advertising materials, social media, and other collateral.

Indemnification

Affiliate Partner agrees to release, indemnify, defend and hold harmless Investors Club and its directors, officers, employees, agents, successors and assigns (“Indemnified Party”), from and against all claims, losses, expenses, fees, damages and liabilities, including reasonable attorney fees and disbursements, costs, and judgments, sustained in any action commenced by any third party arising out of or in connection with Affiliate Partner’s (including any of its agents, officers, directors, shareholders, members, representatives or its employees) negligence, misconduct, or violation of any law, ordinance, regulation or the rights of any third party. If any action is brought against Investors Club with respect to any allegation for which indemnity may be sought, Affiliate Partner will, at its expense, defend against or settle any such claim. Affiliate Partner’s obligation to defend Investors Club under the terms of this Agreement will not provide Affiliate Partner with the ability to control Investors Club’s defense. Investors Club reserves the right to control its defense and select its counsel at Affiliate Partner’s expense. Investors Club will provide cooperation and participation of its personnel as required for the defense at the cost and expense of Affiliate Partner.

Suspension

We reserve the right to temporarily or permanently suspend Your access to the Program at any time, in Our sole discretion and without notice, including, but not limited to, violation or suspected violation of the terms of this Agreement.

If You violate this Agreement, or if You violate terms and conditions of any other applicable Investors Club agreement, then, in addition to any other rights or remedies available to us, We reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and You agree You will not be eligible to receive) any and all fees otherwise payable to You under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Investors Club to recover damages in excess of this amount.

Privacy & Data Protection

Any and all Personal Information You provide will be held in strict accordance with Our Privacy Policy. By using the Program, You consent to such processing and You warrant that all data provided by You is accurate.

LIMITATION OF LIABILITY

IN NO EVENT WILL INVESTORS CLUB BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, DOWNTIME, LOSS OF DATA, LOSS OF REVENUE OR PROFITS), COSTS, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, OR NEGLIGENCE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF INVESTORS CLUB TO AFFILIATE PARTNER EXCEED THE TOTAL AMOUNT OF COMPENSATION RECEIVED BY AND OWED TO THAT PARTY UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS OF THIS AGREEMENT.

WARRANTY DISCLAIMER

INVESTORS CLUB MAKES NO REPRESENTATIONS OR WARRANTIES TO AFFILIATE PARTNER, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES OF INVESTORS CLUB, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. INVESTORS CLUB MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT ITS WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE. INVESTORS CLUB WILL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, CYBERSECUITY BREACH OR DATA LOSS. THE MATERIAL THAT INVESTORS CLUB DISPLAYS AS PART OF THE PROGRAM IS PROVIDED WITHOUT ANY GUARANTEES, CONDITIONS, OR WARRANTIES AS TO ITS ACCURACY. WE WILL NOT BE LIABLE TO YOU IN ANY EVENT FOR LOSSES RELATED TO YOUR USE OF THE PROGRAM OR IN CONNECTION WITH SUCH USE, INABILITY TO USE, OR RESULTS ARISING FROM YOUR USE OF THE PROGRAM, ANY WEBSITES LINKED TO IT, AND ANY MATERIALS POSTED ON IT. INVESTORS CLUB EXPRESSLY DISCLAIMS THE FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO ANY GOODS AND/OR SERVICES, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY GIVEN BY INVESTORS CLUB. AFFILIATE PARTNER ACKNOWLEDGES THAT INVESTORS CLUB NEITHER OWNS NOR GOVERNS THE ACTIONS OF ANY THIRD PARTY, PERSON, ENTITY, PLATFORM, SEARCH ENGINE, SOFTWARE, PROGRAM, OR SYSTEM, AND THEREFORE MAKES NO WARRANTIES IN CONNECTION THEREWITH.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the party; natural disasters; government-declared emergencies; epidemics, pandemics and disease outbreaks; government restrictions; or other events outside the reasonable control of the parties. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Each party will give the other party prompt written notice of the failure to perform and the reason therefore and use its reasonable efforts to limit the resulting delay in its performance.

Changes To This Agreement

We reserve the right, to modify or replace any part of this Agreement. You will be notified via e-mail sent to the email address on file at the time of the modification. It is Your responsibility to review this Agreement for changes following such notification by Us. Your continued participation and use of the Program following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features as part of the Program (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Compliance With Applicable Laws

You shall comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending unsolicited emails), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities or activities that otherwise may be detrimental to us, Our customers, or to the public.

Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, confidentiality, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Governing Law and Dispute Resolution

If any dispute arises between the Parties to this Agreement, the Parties agree first to try in good faith to settle the dispute by mediation which will be held in Cheyenne, Wyoming. Mediation shall be initiated by the delivery of a written notice of a request for mediation by one Party to the other. Each Party shall submit a list of not more than three potential mediators to the other Party within 30 days of the delivery of the written request for mediation. The Parties shall then agree on the appointment of one mediator from the combined lists. The mediation shall take place within 60 days of the selection of the mediator, unless otherwise agreed by the Parties. The Parties agree to share equally in the costs of the mediation, with each Party solely responsible for their own attorney fees.

Contacting Us

Any questions about these Terms and Conditions should be addressed to Us via [email protected]

This document was last modified on May 12th, 2023.