Affiliate Agreement

FOREWORD

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straightforward and honest communication.

Best regards!

POWER WEALTH AFFILIATE PROGRAM

AFFILIATE TERMS & CONDITIONS AGREEMENT

This Affiliate Terms and Conditions Agreement (the “Agreement”) is a legally binding agreement between you (“You” or “Your”) and Chadnapier.com, Chad Napier and/or any other entity connected directly or indirectly to chadnapier.com or Chad Napier (on behalf of itself and its affiliates) (collectively, “Chadnapier.com”, “Chad Napier”, or “We”) and is effective on the date You accept the terms and conditions of this Agreement as set forth herein (the “Effective Date”). BY SIGNING THIS AGREEMENT AND/OR PARTICIPATING IN THE POWER WEALTH AFFILIATE PROGRAM (THE “AFFILIATE PROGRAM”), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT SIGN THE AGREEMENT OR PARTICIPATE IN THE AFFILIATE PROGRAM.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CHAD NAPIER.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in The Power Wealth Affiliate Program. Please note that throughout this Agreement, “we,” “us,” and “our” refer to the Power Wealth Affiliate Program, and “you,” “your,” and “yours” refer to the affiliate.

2. Rights and Obligations

2.1: Chad Napier, chadnapier.com or any entity directly associated with Chad Napier reserves the right to terminate this Agreement and your participation in the Power Wealth Affiliate Program immediately and without notice to you should you commit fraud in your use of the Power Wealth Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Chad Napier, chadnapier.com or any entity directly or indirectly associated with the parties hereto shall not be liable to you for any commissions for such fraudulent sales. 2.2: This Agreement will begin upon the start and full payment of your Power Wealth Membership, and will continue unless terminated hereunder.

3. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

4. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and the Power Wealth Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Power Wealth Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

5. Property Ownership Rights

You agree and acknowledge that Chadnapier.com retains all rights, title and interest in and to all property rights embodied in or associated with the Power Wealth Content. You represent and warrant that You will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with Chad Napier’s ownership of the Chadnapier.com/Power Wealth Content and any goodwill and benefits accruing from the use of such Power Wealth Content will automatically vest in Chadnapier.com.

8. Disclaimer

Chad Napier, chadnapier.com or any entity directly or indirectly associated with the parties hereto MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING in chadnapier.com or Power Wealth’s SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Chadnapier.com ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. Representations and Warranties

You represent and warrant that:

9.1: This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

9.2:The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate.

  1. a) Any provision of law, rule, or regulation to which You are subject,
  2. b) Any order, judgment, or decree applicable to You or binding upon Your assets or properties,
  3. c) Any provision of Your by-laws or certificate of incorporation if applicable, or
  4. d) Any agreement or other instrument applicable to You or binding upon Your assets or properties;

9.3: No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and

9.4: There is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.

10. Limitations of Liability

10.1: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Chad Napier CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

11. Affiliate Indemnification

11.1: You hereby agree to indemnify and hold harmless Chad Napier, Chadnapier.com and/or any other entity directly or indirectly connected to Chad Napier or chadnapier.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Confidentiality

12.1: All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

13. Independent Contractors

13.1: You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Chad Napier, ChadNapier.com or any other entity directly or indirectly related hereto. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

14. Governing Law

14.1: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Los Angeles, California.

15. Headings

15.1: The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.

16. Assignments

16.1: The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement to any party, by operation of law or otherwise, without Chad Napier’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

17. Waiver

17.1: Chad Napier, chadnapier.com or any other entity associated to Chad Napier, failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

17.2: You may not amend or waive any provision of this Agreement.

18. Entire Agreement

18.1: This Agreement, along with any applicable Program Terms that You accept, represent the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon Chad Napier, chadnapier.com or any of his representatives unless agreed to by an authorized representative of Chadnapier.com.