AFFILIATE TERMS and CONDITIONS

PLEASE READ THE ENTIRE AGREEMENT. 

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SHEDAVI LLC. (DBA.SHEDAVI.COM)

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU 

HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN. 

OVERVIEW 

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in shedavi.com's Affiliate Program (“Program”). The purpose of this Agreement is to allow HTML linking between your website and/or social media and the Shedavi.com  website. Please note that throughout this Agreement, “Shedavi.com,” “Shedavi,” "we," "us," and "our" refer toShedavi LLC and its owners, operators, managers, agents, employees, and any third parties designated to act on its behalf, and "you," "your," "yours"and “affiliate” refer to the affiliate. 

Unless otherwise noted, keeping your membership in good status is crucial to you continuing in our Program.  Recurring affiliate revenues will only be paid for as long as both your and your referral’s membership are in good standing.  Any gaps or lapses in your membership automatically terminate your affiliate status and your right to receive any commissions on previous referrals and/or any commission rates you joined in under originally.  

Should you reinstate your membership you understand that you may be eligible only for commissions at the current rate at the time of reinstatement and/or for referrals from the point of reinstatement going forward.        

AFFILIATE OBLIGATIONS 

To begin the enrollment process, you will complete and submit the online application at the shedavi.refersion.com site. We may auto-approve applications, however this does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it: 

  1. Promotes sexually explicit materials  

  2. Promotes violence  

  3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age 

  4. Promotes illegal activities  

  5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law in any way  

  6. Includes “Shedavi”, or variations or misspellings thereof in its domain name  

  7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.  

  8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.  

  9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Shedavi.com or any other affiliated business. 


As a member of Shedavi.com's Affiliate Program, you will have access to your affiliate dashboard by logging in at Shedavi.refersion.com. Here you will be able to review our Program’s details and previously published affiliate newsletters, download HTML code, (that provides for links to web pages within theShedavi.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. 

Shedavi.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you. 

The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. 

SHEDAVI.COM RIGHTS AND OBLIGATIONS 

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. 

Shedavi LLC reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, Shedavi LLC shall not be liable to you for any commissions for such fraudulent sales. 

This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder. 

TERM, TERMINATION & SURVIVAL

This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to this Term, Termination, and Survival section. 

Either Party may terminate this Agreement for default, immediately effective upon sending written notice to the other Party (the "Defaulting Party") if the Defaulting Party does any of the following:

  1. Breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 10 days after receipt of written notice of such breach. 

  2. Becomes insolvent or admits its inability to pay its debts generally as they become due.

  3. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven days or is not dismissed or vacated within 45 days after filing.

  4. Is dissolved or liquidated or takes any corporate action for such purpose. 

  5. Makes a general assignment for the benefit of creditors.

  6. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.


Either Party may terminate this Agreement, effective ten (10) business days following written notice to the other Party for any reason outside of default.

Upon either termination or demand, Affiliate  shall deliver to the Company all materials in Affiliate's possession relating to the Company's business.


The rights and obligations of the parties set forth in this Term, Termination, and Survival section and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

MODIFICATION 

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you may or may not be notified by email or by a posting in the affiliate portal. Modifications may include, but are not limited to, changes in the payment procedures and Shedavi.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Shedavi.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes. 

COOPERATION

Each of the parties agrees to execute and deliver such further documents and to cooperate in such manner as may be necessary to implement and give effect to the agreements contained herein.

GOOD FAITH ASSURANCE

Neither party has nor will without the other’s prior written consent: (i) enter into any agreement, commitment or other arrangement, grant any rights or do any act or thing which reasonably could or might prevent, interfere with, or otherwise impede the performance of any of the Parties’ obligations hereunder; (ii) do or fail to do any act which reasonably might or could interfere with or otherwise prevent any Party from fully complying with all of the terms hereof; or (iii) engage in any conduct materially inconsistent with this Agreement or any Party’s rights hereunder.

PAYMENT 

Shedavi.com uses a third party to handle all of the tracking and payment. The third party is the REFERSION program.  Once your payout reaches at least THE STATED AMOUNT BY REFERSION you will be forwarded an electronic payment through PAYPAL within REFERSION’S STATED NUMBER OF days.  

ACCESS TO AFFILIATE ACCOUNT INTERFACE 

You will create a password so that you may enter Refersion’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you. 

PROMOTION RESTRICTIONS  

You are free to promote your own websites and social accounts, but naturally any promotion that mentions SHEDAVI LLC  could be perceived by your visitors and others as a joint effort. You should know that certain forms of advertising are always prohibited by SHEDAVI LLC. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE).  In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Shedavi.com so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to forums or other websites to promote Shedavi.com so long as the forum or site specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Shedavi.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Shedavi.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. 

Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Shedavi, Iconic, Crowned, Aquaholic, SheGrowin’ Length2O, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Shedavi LLC’s Affiliate Program. We reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior. 

Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in 

Shedavi LLC’s service). 

Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic 

Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited 

Shedavi.com’s site (i.e., no page from our site or any Shedavi.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Shedavi site in IFrames, hidden links and automatic pop ups that open Shedavi.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 

GRANT OF LICENSES

We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Shedavi.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Shedavi.com and the good will associated therewith will inure to the sole benefit of Shedavi.com. 

Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other. 

MEDIA LICENSE GRANT & RELEASE

Affiliate hereby grants the following rights and permissions to Shedavi, its heirs, legal representatives, and assigns, those for whom Shedavi is acting, and those acting with its authority and permission. Shedavi is hereby granted the irrevocable, perpetual and unrestricted right and permission to take, use, re-use, publish, modify, and republish all work created under the Statement of Work for any business purpose it in its sole discretion deems as legitimate, without further compensation.  This includes, but is not limited to, the use of photographic portraits or pictures of Affiliate or in which Influencer may be included, in whole or in part, or composite or distorted in character or form, without restriction as to changes or alterations, in conjunction with Affiliate’s own or a fictitious name, or reproductions thereof in color or otherwise, made through any medium at its studios or elsewhere, and in any and all media now or hereafter known, specifically including but not limited to print media and distribution over the internet for illustration, promotion, art, editorial, advertising, trade, or any other purpose whatsoever. 

      1.   The Affiliate grants Shedavi a royalty-free license for all branded media developed during the duration of this partnership. This License grants Shedavi the rights to:

  • Editing the final video to produce linear and non-linear cutdowns.

  • Posting the media to social media platforms.

  • Providing paid support for social media posts.

  • Publishing the media on Shedavi's websites.

  • Using the media in Shedavi's digital, email, or text message communications.

  • Using the media in online advertising within social media platforms.

  • Using the media in general online advertising (e.g., search, websites, digital, etc.).

  • Using the media in offline advertising (e.g., broadcast, print, display, etc.).

  • Combining the media with other content for any of the above uses.

      2.   Affiliate specifically consents to the digital compositing or distortion of the portraits or pictures, including without restriction any changes or alterations as to color, size, shape, perspective, context, foreground or background. Affiliate also consents to the use of any published matter in conjunction with such photographs.Affiliate hereby waives any right that Affiliate may have to inspect or approve the finished product or products and the advertising copy or other matter that may be used in connection with them or the use to which they may be applied. 

     3.  Shedavi shall have the right to manufacture, have manufactured, market and sell commercial quantities of one or more of the products or services bearing any materials created or contemplated under this Agreement. 

     4.  Affiliate understands that the images of Affiliate may be used in digital and printed materials to promote any business purpose of Shedavi, including, but not limited to, its hair care products, clothing, and supplements. Knowing that such uses may intentionally or unintentionally give rise to the impression that Affiliate may or may not suffer from diseases, ailments, is adversely affected, or has a condition or is associated with products, people, organizations, or services, positive or negative, that is contrary to Affiliate’s actual situation, Affiliate nevertheless consents to this use. 


     5.  Affiliate hereby releases, discharges, and agrees to hold harmless Shedavi, its heirs, legal representatives, and assigns, and all persons acting under its permission or authority or those for whom it is acting, from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of such photographs or in any subsequent processing of them, as well as any publication of them, including without limitation any claims for libel or violation of any right of publicity or privacy. 


DISCLAIMER 

SHEDAVI LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR 

WARRANTIES REGARDING SHEDAVI.COM SERVICE AND WEB SITE OR THE 

PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF 

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. 

REPRESENTATIONS AND WARRANTIES  

You represent and warrant that: 

  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; 

  2. 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 under this Agreement, without the approval or consent of any other party; 

  3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement

INTELLECTUAL PROPERTY REPRESENTATIONS AND WARRANTIES 

You represent and warrant to Company that as of the date hereof:

  1. You are the sole registrant, owner, and user of all right, title, and interest in and to the intellectual property you choose to use, free and clear of liens, security interests, and other encumbrances. 

  2. You have not taken any action or entered into any agreement for you to, or requiring Company to, assign, transfer, license, or grant to any other person or entity the right to use the intellectual property  or that otherwise encumbers the intellectual property;

  3. Your registration, ownership, and use of the intellectual property  do not infringe, misappropriate, dilute, or otherwise violate any US right, including any US intellectual property right, of any other person or entity. No action, including but not limited to any Uniform Dispute Resolution Procedure, has been instituted, settled, or threatened that alleges any such infringement, misappropriation, dilution, or other violation and you have not received any communication asserting any such allegations.


CONFIDENTIALITY 

From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within five (5) days thereafter, is summarized in writing and confirmed as confidential, or if disclosed orally or in writing and would reasonably be considered confidential in the normal course of business, regardless of if such information bears “confidential” markings ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section only, Receiving Party's Group shall mean the Receiving Party's employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors. 

On Disclosing Party's request, Recipient shall promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives' possession other than Notes, and destroy all Notes, and, at Disclosing Party's written request, certify in writing the destruction of such Confidential Information; provided, however, that Recipient may retain copies of Confidential Information that are stored on Recipient's IT backup and disaster recovery systems until the ordinary course deletion thereof. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

With respect to Confidential Information that constitutes a trade secret under applicable law, the Recipient’s obligations and the Disclosing Party’s corresponding rights under this Agreement shall apply as long as the Confidential Information remains a trade secret under applicable law.  The Recipient’s obligations and the Disclosing Party’s corresponding rights under this Agreement as it relates to Confidential Information that does not constitute trade secrets under applicable law shall apply as long as the Confidential Information remains confidential or two (2) years, whichever is longer.

This Agreement imposes no obligation on either party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Recipient or any other person relating to Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom.

Disclosing Party retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person.

Recipient acknowledges and agrees that any breach of this Agreement will cause irreparable harm and injury to Disclosing Party for which money damages would be an inadequate remedy and that, in addition to remedies at law, Disclosing Party is entitled to equitable relief as a remedy for any such breach, without posting a bond or other security. Recipient waives any claim or defense that Disclosing Party has an adequate remedy at law in any such proceeding. Nothing herein shall limit the equitable or available remedies at law for Disclosing Party.

The terms contained in this section shall survive termination of the Agreement. 

DISCLOSURE TO THIRD-PARTIES AND COLLECTIONS

Notwithstanding anything in this Agreement to the contrary, Company reserves the right to use and disclose your personal and sensitive information to third-parties to the extent reasonably necessary to fulfill its obligations and enforce its rights under this Agreement.  Company agrees to not otherwise use, sell, rent, transfer, distribute, or otherwise disclose or make available your information for its own purposes or for the benefit of anyone other than you.  You hereby irrevocably consent to the Company sharing your personal and/or identifying information to third-parties, including but not limited to, collection agencies and credit bureaus, in order collect or report any monies owed by you under this Agreement.

CALIFORNIA CONSUMER PRIVACY ACT

You may be considered a “service provider” of Company under the California Consumer Privacy Act (“CCPA”).  The CCPA defines a “service provider” as any entity “that processes information on behalf of a business and to which the business discloses a consumer’s personal information for a business purpose pursuant to a written contract.”  The CCPA defines “personal information,” to include “information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.”    

You shall refrain from exploiting the personal information that is shared with it by Company.  Specifically, you are prohibited from retaining, using or disclosing consumer personal information of Company’s clients and customers, or potential clients and customers, for any purpose other than the specific purpose of performing the services specified in this Agreement.  This prohibition includes using or disclosing such personal information for marketing purposes, or any other commercial purpose.

INDEMNIFICATION AND LIMITATION OF LIABILITY  

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO YOU PURSUANT TO THE APPLICABLE STATEMENTS OF WORK IN THE 5 YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

YOU SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY DAMAGES, LOSS, OR LIABILITY THAT COMPANY SUSTAINS AS A RESULT OF YOUR PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT. 

INSURANCE

During the term of this Agreement you shall, at your own expense, maintain and carry insurance with financially sound and reputable insurers in amounts and with coverage sufficient to protect your business interests related to this Agreement and to cover any potential liability of your employees, workers, and yourself. If no insurance is carried and maintained you are responsible for all liabilities.

ENTIRE AGREEMENT

This Agreement, including and together with any related statements of work that are attached (if applicable), exhibits, schedules, other attachments, and appendices constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

NOTICES 

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at the email address submitted with online application (Affiliate) and support@shedavi.com (Company)

SEVERABILITY   

If any term or provision of this Agreement is found by a duly appointed factfinder, arbitrator, or court of competent jurisdiction (“Factfinder”) to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, provided that the unenforceable term or provision is not fundamental or material.  Upon a determination that any fundamental term or provision is invalid, illegal or unenforceable, the Factfinder may modify this Agreement to effect the Parties’ original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

AMENDMENTS

No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party. 

WAIVER

No waiver by Company of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by Company. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

ASSIGNMENT

You shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Assignment section shall be null and void. No assignment or delegation shall relieve you of any of its obligations under this Agreement. Company may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Company's assets without your consent.

RELATIONSHIP OF THE PARTIES 

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 Shedavi.com. 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 site, that reasonably would contradict anything in this Section. 

NO THIRD-PARTY BENEFICIARIES

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. Unless otherwise explicitly stated otherwise, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns.  Nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

CHOICE OF LAW, CHOICE OF FORUM, & ARBITRATION 

This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of GEORGIA, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of GEORIA.

Unless remedies have been explicitly provided for otherwise in this agreement and the aggrieved party seeks to enforce its rights in accordance with those remedies, and excluding suits for injunctive relief, the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement shall be as follows:

For any dispute, claim or controversy under $25,000 in value arising out of or relating to this agreement, or the breach thereof, either Party may demand that any such dispute be resolved by arbitration administered by FairClaims (www.fairclaims.com) in accordance with its Arbitration Rules & Procedures effective at the time a claim is made, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

For any dispute, claim or controversy at least $25,000.00 in value arising out of or relating to this agreement, or the breach thereof, either Party may demand that any such dispute be resolved by arbitration before one (1) arbitrator, administered by either JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, or by the American Arbitration Association in accordance with its Commercial Arbitration Rules, whichever is chosen first.  

Each Party hereby expressly consents to any such disputes being so resolved by these arbitration terms, and that all proceedings be exclusively conducted electronically via secure video chat, when available.  If electronic attendance is not available, all arbitration hearings shall be conducted in any suitable facility located in the Fulton County, Georgia area.  The Parties consent to electronic service of process, with service to be made to the email addresses on shedavi.refersion.com

Each Party expressly agrees that (x) videoconferencing constitutes an acceptable means of communication permitted by the applicable rules, including those at the juridical seat of the arbitration; (y) the parties have agreed to the use of videoconferencing as the means for conducting the arbitral hearing; and (z) no party will seek to vacate any resultant arbitral award on the basis that the arbitral hearing was not held in person.

The Parties agree to split all arbitration fees evenly, excluding any professional fees paid by each Party to their respective legal counsel. 

Judgment on the award rendered in any arbitration hearing shall be binding and entered in any court having jurisdiction.  The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.  The arbitrator shall have the power to determine the existence or validity of a contract of which an arbitration clause forms a part. Such an arbitration clause shall be treated as an agreement independent of the other terms of the contract. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced.

In the event that either party demands arbitration for any dispute, both parties shall be obligated to the arbitration procedures contained herein and understand that decisions rendered by the arbitrator(s) are non-appealable.  In the event that neither party demands arbitration, or in the event that arbitration is inapplicable or impossible, the Parties agree that FULTON COUNTY, GEOGIA will be the sole agreed venue for litigation necessary to enforce the agreements set forth herein.

Nothing in this Agreement shall prevent either Party from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest and prevent immediate loss.  Either Party shall also be entitled to file in any court having jurisdiction any suit necessary to enforce a decision or award resulting from any arbitration or other proceeding. 

The arbitrator or arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

The terms contained in this section shall survive termination of the Agreement.

NON-DISPARAGEMENT AND NO PUBLIC STATEMENTS  

The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. You agree that neither it nor any of its associates, owners, employees, agents, representatives, or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, publish, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward Company or any of Company’s programs, members, students, instructors, owners, directors, officers, affiliates, subsidiaries, employees, agents, or representatives.

You further agree that neither it nor anyone acting on its behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentions Company, or its operations, clients, customers, employees, vendors, owners, representatives, agents, products, or services without the prior written consent of an authorized representative of Company.

Notwithstanding any terms to the contrary, nothing in this Section shall prevent you from disclosing truthful information to a government agency when requested to do so by said agency.    

SURVIVAL

The rights and obligations of the parties set forth in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration of this Agreement.

ORDER OF PRECEDENCE 

The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any incorporated attachments or exhibits, the following order of precedence shall be applied: the main body of this Agreement shall be considered first, attached statements of work shall be considered second, and any other incorporated exhibits and attachments shall be considered last.