By clicking in the box next to the words  “I have read and agree to Referring Party Agreement ” (or a similar box or button) when you sign up to be a Body Up Referring Party or participate in Referring Party Program activities, you agree to be bound by the following Referring Party Program Agreement (the “Agreement”). The Agreement is between you, as referring party (“You” or “Referring Party”), and Body Up Coaching (“Body Up”).

1. Referral Fees
   1.1. Payment of Fees

1. Upon acceptance into the Referring Party Program, You will be assigned one or more unique URLs that You will use to advertise Body Up Coaching’s Webinar. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”) will be set in the Prospect’s browser. If the Prospect creates an account and purchases a coaching offer within 30 days, the Cookie on the Prospect’s browser registers a “Sale” which will be credited to You.  In the event that a Prospect has multiple Referring Party Cookies, the most recently-acquired Cookie will determine which Referring Party is credited with a Sale.
   
   
2. You will be entitled to a referral fee for each Sale.  The referral fee amount is 33.33% of fees received by Body Up for a Sale (the “Referral Fees”).
   
   
3. Prospects are given the option to pay either in one payment or three payments for group programs and private coaching programs (“Programs”). When prospect registers a Sale to be paid in one payment, You will be paid Referral Fees thirty one days after the starting date of the Program.  When a Prospect registers a Sale to be paid in three monthly payments, You will be paid thirty one days after the final payment is made.  On occasion, Body Up may offer a longer payment plan, up to six months, to a Prospect.  If the Prospect registers a Sale with Body Up with a payment plan longer than three months, Body Up will inform You and You will be paid Referral Fees thirty one days after the final payment is made.
   
   
4. Referral Fees are paid only for transactions that actually occur between Body Up and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Body Up, Referring Party will not be entitled to Referral Fees.  In the event that a refund is issued, no Referral Fees will be paid. In the event that a partial refund is issued, You will receive your Referral Fee based on the fees collected and not refunded by Body Up.

1.2. Referring Party Representations; Taxes

1. Referring Party hereby represents and warrants to Body Up that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Referring Party’s business, if any, such as licensing, tax and other business operation requirements.

2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Body Up.

2. Termination
  2.1 Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice.

3. Intellectual Property Rights and Proprietary Rights of Body Up
  3.1. Body Up Trademarks, Materials and Content

Nothing in this Agreement will confer in Referring Party any right of ownership in the Body Up Trademarks, logos, service marks, trade names whether registered or unregistered or any content owned by Body Up including but not limited to program or website content, marketing materials, customer lists or any additional intellectual or other property of Body Up.

4. Confidentiality
  4.1 Definition

 “Confidential Information” will include, but will not be limited to, any and all information associated with Body Up’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any 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 Body Up and Referring Party, any information related to a Body Up customer or other Referring Party is the Confidential Information of Body Up.

5. Limitation of Liability
   5.1. Limitation of Liability

Body Up will have no liability with respect to the Referring Party Program, the Body Up services, the Body Up Trademarks, the Body Up Materials or Body Up’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Body Up’s services, the Body Up Trademarks, the Body Up Materials or Referring Party’s participation or inability to participate in the Referring Party Program, even if Body Up has been advised of the possibility of such damages. In any event, Body Up’s liability to Referring Party under this Agreement for any reason will be limited to the Referral Fees due under this agreement.  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 will apply to the fullest extent permitted by applicable law.

6. General provisions
   6.1. Force Majeure

Body Up will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

  6.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Body Up nor the Referring Party will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

  6.3. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, (b) or on the date delivered by email to Body Up’s email address, contact@bodyupcoaching.com or Referral Party’s email address.

  6.4. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Alameda County, California and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement