Referral Fee Qualifying Products: SMARTGYMs sold by SMARTGYM.com originating from a special link or links at your sponsoring website qualify to earn you referral fees. The following products will be considered "qualifying products":

• Products that meet the following criteria:
  1. Products sold to customers who follow a special link from your sponsoring website to our site and submit that order by using SMARTGYM.com order forms.
     
• The following products will not be considered qualifying products for referral fees:
  1. Products sold through any other special link to our site other than the specific URLs that you are assigned to your sponsoring website.

Referral Fee Amount: The purchase price of referral fee qualifying products will count toward the total sales during the calendar month in which such products are sold. Only qualifying products that are sold by SMARTGYM.com, shipped/sent to a customer and for which SMARTGYM.com has received full payment will qualify for a referral fee.

The total of such sales in any given month will generate referral fees, based upon the applicable referral fee percentage, according to the following schedule:

Order Processing: SMARTGYM.com will be solely responsible for processing every order placed by a customer following a special link from your sponsoring website or email advertising. Order entry will use the SMARTGYM.com secure online ordering process. Order forms, payment processing, shipping, cancellations, returns, and related customer service are the responsibility of SMARTGYM.com.

All of the rules, operating procedures, and policies of SMARTGYM.com regarding customer orders and accounts will apply to orders we receive through special links on your sponsoring website or email marketing. SMARTGYM.com reserves the right to reject any order that does not comply with our rules, operating procedures, and policies.

Tracking of Sales: SMARTGYM.com will be solely responsible for tracking sales we make to customers who follow special links from the sponsoring website or email marketing. The Affiliate will be solely responsible for ensuring that these special links are formatted properly, a necessary prerequisite to tracking such sales. Statements of product sales activity will be provided to the Participant in real time with a special URL that they are assigned.

Promotional Techniques: You are free to promote the link to SMARTGYM.com in all the ways we recommend in the introduction email letter you receive by email immediately after you sign up. Examples of acceptable ways to promote the course are: through banners, text links, letters of recommendation to newsletters subscribers or your client base. However, if you use SPAM (in any way, shape or form, including email and newsgroup spamming), or offer the product on any WAREZ, CRACK, or SPAM oriented site, your account will be immediately terminated! Any referral fees not paid up to the point of termination will not be paid to you and will be the property of SMARTGYM.com.

As well, if you choose to promote the SMARTGYM SubReseller Program, it can only be promoted as a two-tier business opportunity. This program is not a MLM (multi-level marketing) opportunity and as an affiliate, you cannot promote it as MLM. If you promote the SMARTGYM Affiliate Program as MLM your account will be immediately terminated. Any referral fees not paid up to the point of termination will not be paid to you and will be property of SMARTGYM.com.

References/Testimonials: You agree to cooperate with SMARTGYM.com in the development of joint press releases and testimonials. You further agree that you will allow us to use your company name in marketing collaterals and make reference to you on our website.

Associates Signing-Up Under Themselves: We will not tolerate current associates signing themselves up as sub-associates under their own Affiliate Username in order to generate the additional commissions for their own sales. We have extensive tracking software in place to deter this (which is programmed to look for any similarities whatsoever in any of our affiliate records and flag us). If we find that this is ever the case, the account(s) in question will be immediately terminated and any referral fees unpaid since our last referral payout will remain the sole property of SMARTGYM.com.

Copyrighted material: As the Affiliate, you are solely responsible for ensuring that your product images, product descriptions, and marketing materials (if applicable at your site) obey all applicable copyright and other laws. You must have express permission to use another party's copyrighted material. SMARTGYM.com will not be responsible if you use another party's copyrighted material in violation of the law.

The SMARTGYM.com policy applies to all orders: Every customer who buys a product through this program is deemed to be a customer of SMARTGYM.com. The Affiliate does not have the authority to make or accept any offer on behalf of SMARTGYM.com. All SMARTGYM.com policies regarding customer orders, including product availability, pricing, and problem resolution, will apply to these customers. SMARTGYM.com is not responsible for any representations made by the Affiliate which contradict our policies.

Product prices and availability: The price charged for every product sold under this program will be determined by SMARTGYM.com according to our own pricing policies. In case of any price discrepancies, the price charged to the customer will always be the price listed on the SMARTGYM.com webpage linked from your sponsoring website.

Product availability can change, and SMARTGYM.com will present the best information available to all sponsoring sites and its clients regarding product availability.

Website service interruption: SMARTGYM.com will make every effort to keep its website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate agrees not to hold SMARTGYM.com liable for any of the consequences of such interruptions.

Trademarks, Trade Names, & Patents: You hereby recognize our right of ownership of all Trademarks, Trade Names, and Patents associated with our products. You will act consistently with these rights and act to preserve them in the course of marketing and sales of these products. We grant you the right to our Trademarks and Trade Names in connection with marketing and sales of these products.

Term of the Agreement: The Affiliate may receive referral fee payments on qualifying orders that are placed during the term of this agreement. This term will begin on the date that your application is approved by SMARTGYM.com, and shall end when canceled by either party as provided below.

Referral Fees earned through the date of expiration or cancellation of this agreement will remain payable only if the products are not returned or canceled from their orders. Payment of the final referral fee payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.

The agreement may be modified: SMARTGYM.com reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our website.

Cancellation of this agreement: Either SMARTGYM.com or the Affiliate, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other.

SMARTGYM.com makes no warranties, representations, or conditions with regard to the program or, except as expressly set forth in SMARTGYM.com's then current product sales policies, any products sold thereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing, or usage of trade.

Limitation of Damages: SMARTGYM.com shall have no liability for any indirect, incidental, special, or consequential damages, or any loss of revenue or profits arising under or with respect to this agreement or the program, even if SMARTGYM.com has been advised of the possibility of such damages. Further, SMARTGYM.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by SMARTGYM.com to Affiliate under this agreement.

Miscellaneous: Affiliate and SMARTGYM.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of SMARTGYM.com. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.

Governing Law: This agreement shall be governed by the laws of the United States and the State of California without reference to its choice of law principles.