When you register to become an AFFILIATE or participate in any AFFILIATE Program activity, you agree to be bound by the following AFFILIATE Program Policy (the "Policy"). This Policy governs between you, as an AFFILIATE ("You" or "AFFILIATE"), and ABILITY HR. Each of the AFFILIATE and Coaches may be referred to as a "Party" and together as the "Parties".
You can review the current version of the Policy at any time on our website. We reserve the right to update and change the Policy by posting. If a significant change is made, we will send you reasonable notice by email. You are encouraged to check the Policy from time to time for updates or changes that may affect you. Any reference to the Policy includes any and all terms and documents incorporated by reference.
By agreeing to participate in the AFFILIATE Program, you agree to all of the terms and conditions contained in this Policy and the other ABILITY HR policies, including, without limitation, the Privacy Policy and the Terms of Service (collectively, "ABILITY HR Policies"). All other policies and terms are part of the agreement between the Parties and are incorporated by reference.
- Responsibilities of AFFILIATES
1.1. Marketing activities
AFFILIATE shall bear all costs and expenses related to the marketing or promotion of AFFILIATE or AFFILIATE's products or services associated with AFFILIATE's participation in the AFFILIATE Program (collectively, "AFFILIATE Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined.
In no event shall AFFILIATE engage in any AFFILIATE Marketing Activities, except as expressly set forth in this Policy. In conducting all AFFILIATE Marketing Activities, AFFILIATE shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and "spam".
Without limiting the generality of Section 1.1.2, AFFILIATE (i) shall not send any related email to any person or entity that has not requested such information; (ii) always include AFFILIATE's contact information and "unsubscribe" information in any related email; and (iii) does not imply that such emails are sent on behalf of ABILITY HR.
An AFFILIATE shall not (i) engage in any facsimile, broadcast, telemarketing or any other offline marketing method with respect to ABILITY HR; (ii) use malware, spyware or any other aggressive advertising or marketing method in any of its transactions relating to ABILITY HR; (iii) make false, misleading or disparaging representations or statements with respect to ABILITY HR; (iv) solicit any of ABILITY HR's customers to leave ABILITY HR; (v) copy, resemble or mirror the appearance of ABILITY HR's websites, ABILITY HR's Trademarks (as defined below) or ABILITY HR's services or otherwise misrepresent AFFILIATE's affiliation with ABILITY HR; or (vi) engage in any other practices that may adversely affect ABILITY HR's credibility or reputation, which includes, but is not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to ABILITY HR or AFFILIATE's services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, national origin, disability, sexual orientation or age, or any illegal or objectionable activity; or (c) violates any intellectual property or other proprietary rights of a third party; or (d) violates ABILITY HR's Terms of Service.
All marketing or advertising of any ABILITY HR service or opportunity by AFFILIATE must be truthful and accurate. False or fraudulent claims regarding any ABILITY HR service or opportunity are strictly prohibited. AFFILIATE may not claim that any government, person or entity endorses or supports ABILITY HR. AFFILIATE may not use the intellectual property of any other person or entity to advertise any ABILITY HR service or opportunity.
1.2. Compliance with the laws
In addition to, and without limiting the provisions of this Policy, AFFILIATE shall perform its obligations under this Policy to the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
1.3 Unauthorized and Prohibited Activities
AFFILIATE shall not promote or advertise ABILITY HR services on coupon, deal or discount sites or other incentivized sites, or display any offer code on a public page or through the use of a "click-to-display".
AFFILIATE will not use your links directly in any pay-per-click advertising;
AFFILIATE shall not purchase search engine keywords or other pay-per-click keywords (such as Google AdWords), trademarks or domain names using the ABILITY HR Trademarks (as defined below) or any variation or misspelling thereof that may be deceptively or confusingly similar to the ABILITY HR Trademarks.
AFFILIATE shall not create or participate in third party networks or sub-AFFILIATE networks without the express written permission of ABILITY HR.
AFFILIATE shall not use or encourage any means to deliver fraudulent traffic, including, but not limited to, the use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
AFFILIATE shall not use direct links to any page on any ABILITY HR website without ABILITY HR's prior written permission.
AFFILIATE will not mask its referral sites or use misleading redirection links.
AFFILIATE shall not disparage the products or services of any other person or entity, including, without limitation, the products or services of a competitor of ABILITY HR or any other customer or AFFILIATE of ABILITY HR, or ABILITY HR itself.
1.4. Guidelines
These rules are intended to increase transparency between endorsers and consumers. As a member of the AFFILIATE program with ABILITY HR, the AFFILIATE receives compensation for referrals made to ABILITY HR. This may establish a "material connection" of ABILITY HR to the applicable rules, which creates an obligation for the AFFILIATE to provide information to consumers.
Full compliance with these guidelines requires, among other things, that (a) the AFFILIATE clearly and conspicuously discloses that the AFFILIATE is being compensated for referring clients to ABILITY HR; and (b) the AFFILIATE does not engage in misleading or deceptive advertising.
1.5. Other terms for AFFILIATES
The AFFILIATE must have an active ABILITY HR client account.
If AFFILIATE is an individual, You must be at least (i) 18 years of age; or (ii) at least the age of majority in the jurisdiction where You reside and from which You conduct AFFILIATE activities.
You confirm that you become an AFFILIATE for the purpose of conducting a business activity and not for any personal, domestic or family purpose.
To become an AFFILIATE, the AFFILIATE must create an AFFILIATE Account by providing all information indicated as required. ABILITY HR may reject an AFFILIATE Account application for any reason, at its sole discretion. AFFILIATE acknowledges that ABILITY HR will use the email address provided by AFFILIATE as the primary method of communication. AFFILIATE is responsible for maintaining the security of its AFFILIATE account password. ABILITY HR cannot and will not be liable for any loss or damage arising from AFFILIATE's failure to maintain the security of AFFILIATE's Account and password.
AFFILIATE acknowledges and agrees that AFFILIATE shall be responsible for the performance of all of its obligations under the Policy, regardless of whether it sublicenses or subcontracts such obligations to a third party, including but not limited to AFFILIATE's affiliates or subsidiaries.
AFFILIATE shall inform ABILITY HR promptly of any information known to AFFILIATE that could reasonably lead to a claim, demand or liability by or against ABILITY HR by a third party.
AFFILIATE acknowledges and agrees that ABILITY HR may modify this Policy at any time by posting the amended and updated AFFILIATE Program Policy on the ABILITY HR website, and such modifications to the Policy are effective as of the date of posting. If a significant change is made, ABILITY HR will provide reasonable notice by email. Continued use of the website constitutes acceptance of the AFFILIATE's Policy and its posted modifications. If the AFFILIATE does not agree to the changes to the Policy, the AFFILIATE must terminate the Policy by discontinuing participation in the ABILITY HR AFFILIATE Program.
AFFILIATE acknowledges and agrees that AFFILIATE's participation in the ABILITY HR AFFILIATE Program, including information transmitted to or stored by ABILITY HR, is governed by the ABILITY HR Privacy Policy.
If the AFFILIATE's recruiting efforts include claims related to the potential income an ABILITY HR client may generate, or if you make reference to income you have earned, or if you make reference to any lifestyle opportunities you have because of ABILITY HR, the following guidelines must be met : (a) Your statements must be completely true and accurate and supported by evidence; (b) if you use a hypothetical scenario, you must clearly label it as a hypothetical scenario.
- Reference rates
2.1. Payment of Fees
Once accepted into the AFFILIATE Program, you will be assigned one or more unique AFFILIATE URLs that you will use to advertise ABILITY HR services. When another person (a "Prospect") clicks on that URL, a cookie (or similar tracking technology ("Cookie")) will be set in the Prospect's browser. When the Prospect creates an ABILITY HR account using his or her AFFILIATE's URL, the Cookie in the Prospect's browser, corresponding to Your unique URL, records a "Sale", and each such account is a "Sold Account". In the event a Prospect has multiple AFFILIATE Cookies, the most recently acquired Cookie will determine which AFFILIATE is credited with a Sale.
Subject to AFFILIATE's compliance with this Policy, AFFILIATE will be entitled to a referral fee for each Account sold that generates a monthly or annual ABILITY HR payment. The amount of the Referral Fee is a percentage of all fees received by ABILITY HR for a sold Account (the "Referral Fees") during the time the referral ABILITY HR Account is active. Payments of any Referral Fee will be made on the 30th day of each month following ABILITY HR's receipt of such payments.
Referral Fees are paid only for transactions that actually occur between ABILITY HR and a potential customer. If the transaction does not actually take place, or if ABILITY HR does not actually receive payment for a Sale, you will not be paid a Referral Fee for the transaction. If a referral is not linked or attached to Your AFFILIATE account within 30 days after such referral is subscribed to ABILITY HR, such referral will not be considered Your Account sold and You will not be entitled to any Referral Fee from such sale. In order for an Account to be linked to Your AFFILIATE Account, a referral must use Your AFFILIATE link directly or contact help@ability-hr.com within the first 30 days to request the linkage. If payment of a sold Account later results in a refund or chargeback, and if a Referral Fee was paid to you for payment of that sold Account, then the Referral Fee will be deducted from any future Referral Fee. If ABILITY HR determines, in its reasonable discretion, that any Sale was made fraudulently or as a result of any violation of this Policy, in addition to ABILITY HR pursuant to Section 3.1, no Referral Fees will be paid to you for such Sale, or if ABILITY HR discovers such violation or fraud after payment, such amounts will be deducted from any future Referral Fees. A referral may request at any time that it be removed from your AFFILIATE account and, upon such request, you will no longer be entitled to receive any Referral Fees for such referral.
2.2. AFFILIATE Representations; Taxes
AFFILIATE hereby represents and warrants to ABILITY HR that You are engaged in an independent business enterprise and that You have complied with all business requirements necessary to operate AFFILIATE's business, if applicable, such as licensing, tax and other business operation requirements.
You are responsible for any and all tax liabilities, including, but not limited to, tax liabilities arising out of or relating in any way to the Referral Fees you receive from ABILITY HR. When ABILITY HR is required to withhold taxes, ABILITY HR will document such withholding.
2.3. Inventory Charge/Refunds
The AFFILIATE shall not be paid any referral fees for payments made to his/her own user account(s). The AFFILIATE may not open an ABILITY HR account under the name of another person or entity, or under a fictitious name. AFFILIATE may not open an ABILITY HR account under any name merely for the purpose of obtaining referral fees or any other compensation, including, but not limited to, incentives or prizes that may be offered from time to time. AFFILIATE may not pay for another person's account. AFFILIATE is not authorized to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Policy, and you agree to pay ABILITY HR all Referral Fees earned as a result of such violation.
- Termination
3.1. Termination
Unless otherwise specified in the Policy, either Party may terminate the AFFILIATE Program at any time, with or without cause, effective immediately upon notice to the other Party.
Fraudulent or other unacceptable behavior by AFFILIATE, including breach of any ABILITY HR Policy, as determined by ABILITY HR in its sole discretion, may result in ABILITY HR taking one or more of the following actions: (a) termination of Your affiliation with ABILITY HR in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the AFFILIATE Program; and/or (c) termination of Your AFFILIATE account entirely without notice or recourse to You, in which case You will forfeit all referral fees owed to You, either as of the date of termination or accruing thereafter.
At any time that his or her ABILITY HR customer account is terminated or suspended by either Party, the AFFILIATE's participation in the AFFILIATE Program will automatically terminate and the AFFILIATE will no longer be entitled to any more Referral Fees. If the AFFILIATE later activates an ABILITY HR customer account, the AFFILIATE will be entitled to apply for participation in the AFFILIATE Program and earn Referral Fees on any newly sold Account. For purposes of clarity, the AFFILIATE will forfeit all Referral Fees on his or her Accounts sold prior to such termination.
3.2. Completion Results
Upon termination of this Policy: (a) AFFILIATE shall immediately cease displaying any ABILITY HR Materials (as defined below) or any ABILITY HR Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to AFFILIATE under this Policy shall immediately cease, including, without limitation, AFFILIATE's right to access the AFFILIATE Account and the AFFILIATE Panel, or to receive payments of Referral Fees under this Policy, unless otherwise determined by ABILITY HR in its sole discretion.
This Section 3.2 and the following Sections shall survive any termination or expiration of this Policy: Section 4.5 (ABILITY HR Proprietary Rights), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provision of this Policy that by its nature is intended to survive termination shall survive termination.
- Intellectual property rights
4.1. Materials
All ABILITY HR Materials shall be created and provided exclusively by ABILITY HR unless ABILITY HR agrees otherwise in writing in advance. ABILITY HR will provide AFFILIATE with copies of or access to ABILITY HR Materials. By using ABILITY HR Materials, You indicate Your acceptance of Our usage guidelines set forth in this Policy and understand that a violation of these guidelines or this Policy will result in termination of Your license or permission to use ABILITY HR Materials. ABILITY HR Materials are provided "as is" and without warranty of any kind.
AFFILIATE may display ABILITY HR Materials on its websites solely for the purpose of marketing and promoting ABILITY HR and its services during the term of this Policy, or until such time as ABILITY HR may, upon reasonable notice, direct AFFILIATE to cease displaying the ABILITY HR Materials. AFFILIATE may not alter, modify, adapt or translate ABILITY HR Materials without ABILITY HR's prior written consent. Nothing contained in the ABILITY HR Materials shall in any way be deemed a representation or warranty of ABILITY HR. The ABILITY HR Materials shall at all times remain the sole and exclusive property of ABILITY HR and no ownership rights shall at any time be granted to AFFILIATE, even in cases where ABILITY HR has authorized AFFILIATE to make changes or modifications to the ABILITY HR Materials.
"ABILITY HR Materials" means any marketing or promotional materials related to ABILITY HR or its platform or products, including, but not limited to, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the ABILITY HR Trademarks .
4.2. Trademarks
During the term of this Policy, ABILITY HR grants the AFFILIATE a limited, revocable, non-exclusive, non-sublicensable, non-sublicensable, non-transferable license to display the ABILITY HR Trademarks for the sole purpose of marketing and promoting ABILITY HR and its services. AFFILIATE acknowledges and agrees that: (a) use the ABILITY HR Trademarks only as permitted by this Policy; (b) use the ABILITY HR Trademarks in a lawful manner and in strict compliance with all formats, guidelines, standards and other requirements prescribed by ABILITY HR in writing from time to time; (c) the ABILITY HR Trademarks are and shall remain the exclusive property of ABILITY HR; (d) nothing in this Policy shall confer upon AFFILIATE any ownership rights in the ABILITY HR Trademarks and any use thereof by AFFILIATE shall inure to the benefit of ABILITY HR; (e) AFFILIATE shall not apply for or contest the validity of any ABILITY HR Trademarks, now or in the future; and (f) AFFILIATE shall not apply for or use, now or in the future, any terms or marks similar to the ABILITY HR Trademarks that may cause confusion.
"ABILITY HR Trademarks" means ABILITY HR's trademarks, logos, service marks and trade names, whether registered or unregistered, including, without limitation, the ABILITY HR word mark and the "ABILITY HR" design.
4.3. Trademark Use Guidelines
AFFILIATE shall only use and visually display the ABILITY HR Trademarks in the following manner. AFFILIATE agrees that Your use of the ABILITY HR Trademarks in violation of these guidelines will result in automatic termination of Your participation in the AFFILIATE Program, this Policy and the license and/or permission to use the ABILITY HR Trademarks.
Your use must not mislead consumers as to our sponsorship, affiliation or endorsement of your company or your products or services.
ABILITY HR Trademarks are our exclusive property. All goodwill resulting from Your use of the ABILITY HR Trademarks shall inure solely to Our benefit. You will not take any action that is inconsistent with our rights or ownership of the ABILITY HR Trademarks.
ABILITY HR Trademarks must be used in a respectful manner. ABILITY HR Trademarks may not be used in a manner that harms us, our products or services, or in a manner that, in our opinion, diminishes or damages our reputation or the goodwill in our brand assets. You may not associate the ABILITY HR Trademarks or any other assets of our brand with unlawful or illegal activities or use them in a misleading or harmful manner.
You may use the ABILITY HR mark to advertise ABILITY HR in your unpaid advertising. Whenever you use the ABILITY HR mark, you must do so in a way that does not confuse readers or cause them to think that you are speaking on behalf of ABILITY HR. ABILITY HR will determine whether your use of ABILITY HR is confusing in its sole and absolute discretion.
Whenever you use the word "ABILITY HR", it must be immediately followed by the "Circle R" "®" indicating that it is a registered trademark of ABILITY HR.
You must clearly display (i.e., not in a link or fine print) the following disclaimer on any website, social media site, email and/or other communication or medium you choose to use: I am not an employee or representative of ABILITY HR. I am an independent ABILITY HR AFFILIATE and receive referral payments from ABILITY HR in this role. All opinions expressed herein are my own and are not official statements of ABILITY HR or any of the ABILITY HR affiliated parties.
4.4. Restrictions on AFFILIATE's use of ABILITY HR trademarks
Notwithstanding Section 4.1, the AFFILIATE shall not:
use the ABILITY HR Trademarks or variations or misspellings thereof in AFFILIATE's trade name, logo, branding, advertising, social media or domain name (including, without limitation, top-level domains, subdomains and page URLs), products or services (including, without limitation, in the name or design of any application or theme), unless ABILITY HR grants express written permission prior to each use; or purchase or register any search engine or other pay-per-click keywords (such as Google AdWords), trademarks, e-mail addresses or domain names that use the ABILITY HR Trademarks or any variation or misspelling thereof that may be deceptively or confusingly similar to the ABILITY HR Trademarks.
4.5. ABILITY HR Proprietary Rights
As between AFFILIATE and ABILITY HR, the ABILITY HR Materials, the ABILITY HR Trademarks, all information related to the ABILITY HR Services and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of ABILITY HR or otherwise related to the ABILITY HR Services, the AFFILIATE Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent in and appurtenant thereto ( collectively, "ABILITY HR Property" ) shall be and remain the sole and exclusive property of ABILITY HR To the extent, if any, ownership of any ABILITY HR Property is not automatically vested in ABILITY HR under this Policy, or otherwise, and vested in AFFILIATE, AFFILIATE transfers and assigns to ABILITY HR, upon creation thereof, all right, title and interest that AFFILIATE may have in such ABILITY HR Property (and waives any and all moral rights, as applicable), including the right to sue for and recover for past, present and future violations thereof.
- Confidentiality
5.1 Definition
"Confidential Information" shall include, but not be limited to, all information associated with a Party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospect lists, names, addresses and other information about customers and prospects, product designs, sales, costs (including 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 ABILITY HR and AFFILIATE, any information relating to ABILITY HR client or other AFFILIATE is the confidential information of ABILITY HR.
5.2 Covenants
AFFILIATES that are subject to confidentiality obligations to another Party that are as strict as those contained in this Policy; or (ii) as required by any law, regulation or order of any court of appropriate jurisdiction over the Parties and the subject matter contained in this Policy, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure receives confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known to or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the Confidential Information of the other Party(ies) and without violating any provision of this Policy; or (C) is subsequently properly obtained by the receiving Party from a source other than the disclosing Party without violating any provision of this Policy.
- Disclaimer of Warranty
The ABILITY HR AFFILIATE Program, ABILITY HR Services, ABILITY HR Trademarks, and ABILITY HR Materials are provided "as is". ABILITY HR makes no warranties under this Policy, and ABILITY HR expressly disclaims all warranties, express or implied, including, without limitation, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, ABILITY HR further disclaims all representations and warranties, express or implied, that the ABILITY HR Services, the ABILITY HR Trademarks or the ABILITY HR Services. Materials meet all AFFILIATE requirements and will be uninterrupted, error-free or free of harmful components.
- Limitation of Liability and Indemnification
7.1. Limitation of liability
ABILITY HR shall have no liability with respect to the ABILITY HR AFFILIATE Program, the ABILITY HR Services, the ABILITY HR Trademarks, the ABILITY HR Materials or ABILITY HR's obligations under this Policy or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting in any way from ABILITY HR's services, ABILITY HR's Trademarks, ABILITY HR Materials or AFFILIATE's participation in or inability to participate in the ABILITY HR AFFILIATE Program, even if ABILITY HR has been advised of the possibility of such damages. In any event, ABILITY HR's liability to AFFILIATE under this Policy for any reason whatsoever shall be limited to the Referral Fees paid to AFFILIATE by ABILITY HR during the five (5) month period immediately preceding the event giving rise to the claim for damages. 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 shall apply to the fullest extent permitted by applicable law.
7.2. Indemnification
AFFILIATE agrees to indemnify, defend and hold harmless ABILITY HR and the directors, managers, officers, employees, subcontractors and agents thereof (each, an "Indemnified Party" and, collectively, the "Indemnified Parties" ), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees (collectively, "Claims" ), to the extent such claim is based upon or arises out of: (a) AFFILIATE's breach of any representation, warranty, obligation or covenant under this Policy; (b) AFFILIATE's gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnification or guarantee relating to ABILITY HR given by AFFILIATE to any third party; (d) AFFILIATE's breach of any term of this Policy or the ABILITY HR Policies (including any document it incorporates by reference); (e) any claim by a third party that AFFILIATE's products or services infringe the intellectual property or other rights of a third party; (f) AFFILIATE's Taxes, including audits or penalties related thereto; and (g) AFFILIATE's performance, non-performance or inadequate performance of AFFILIATE's products or services.
7.3. Notice of Indemnification
Upon claiming any indemnification under this Policy, the Indemnified Party shall promptly provide the AFFILIATE with written notice of any claim that the Indemnified Party believes is within the scope of the indemnities provided for in this Policy. The Indemnified Party may, at its expense, assist in the defense if it so desires, provided that AFFILIATE shall control such defense and all negotiations relating to the settlement of any claim and further provided that in settling any claim AFFILIATE shall not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that would reasonably result in any admission by the Indemnified Party or in the imposition of any liability thereon without the prior written approval of the Indemnified Party.
- General Provisions
8.1. Force majeure
ABILITY HR shall not be liable for any delay or failure to perform any obligation under this Policy when 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, utility or other telecommunications failures, earthquake, storms or other elements of nature, pandemics, blockades, embargoes, riots, acts or orders of government, acts of terrorism or war.
8.2. Independent contractors
The Parties to this Policy are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither ABILITY HR nor AFFILIATE shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability, or otherwise bind, the other Party. This Policy shall not be construed or interpreted to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such relationship on either Party.
8.3. Non-exclusivity
Nothing in this Policy is intended to create, nor shall it be construed as creating, any exclusive Policy between the Parties to this Policy. This Policy shall not restrict any Party from entering into similar Policies with others, provided that it does not breach its obligations under this Policy in doing so, including, without limitation, confidentiality obligations.
8.4. Notifications
Any notice, approval, request, authorization, direction or other communication under this Policy shall be given in writing and shall be deemed given and delivered for all purposes (a) on the date of delivery if delivered personally or by email to AFFILIATE's address, the email address listed in AFFILIATE's account and help@ability-hr.com; (b) two (2) business days after deposit by internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit by certified or registered mail, return receipt requested, postage and charges prepaid.
8.5. Non-waiver
The failure of either Party to insist upon or require strict compliance by another Party with any provision of this Policy or to exercise any right under this Policy shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
8.6. Complete policy
This Policy, including all ABILITY HR Policies listed on the ABILITY HR website, any completed application forms and all guidelines and other documents linked to or incorporated or referenced in this Policy, sets forth the entire Policy and supersedes any and all prior Policies, written or oral, of the Parties with respect to the subject matter hereof (including, without limitation, any prior versions of this Policy). Neither ABILITY HR nor AFFILIATE shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Policy (whether or not it materially alters this Policy) and that is offered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
8.7. Assignment
All terms and provisions of this Policy shall be binding upon and inure to the benefit of the Parties to this Policy and their respective heirs, successors, permitted assigns and legal representatives. ABILITY HR may assign this Policy without prior notice to or consent of AFFILIATE. AFFILIATE shall have no right to assign or transfer this Policy, or any of its rights or obligations under this Policy, to any third party without the prior written consent of ABILITY HR, which shall be given or withheld in ABILITY HR's sole discretion.
8.8. Applicable Laws
This Policy shall be governed by and construed in accordance with the laws applicable in the jurisdiction where the AFFILIATE Program is conducted, without regard to principles of conflicts of laws.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and appellate courts having appellate jurisdiction of such courts with respect to any dispute or claim arising out of or relating to this Policy.
8.9. Competitive or similar materials
ABILITY HR is not precluded from discussing, reviewing, self-developing, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with AFFILIATE's products or services, provided that ABILITY HR does not use AFFILIATE's confidential information in doing so.
8.10. Modifications to this Policy
ABILITY HR may modify this Policy (including the ABILITY HR Policies) at any time by posting a revised version on the ABILITY HR website or by notifying the Policy AFFILIATE with Section 8.4. By continuing to participate in the AFFILIATE Program after the effective date of any modification to this Policy, AFFILIATE agrees to be bound by the modified terms. It is your responsibility to periodically check the ABILITY HR website for modifications to this Policy. We last modified this Policy on the date listed at the end of this Policy.
8.11. Language
All communications and notices made or given pursuant to this Policy must be in the English language. If we provide a translation of the English version of this Policy, the Spanish version of the Policy shall prevail in the event of a conflict.
8.12. Non exclusive resources
In the event of a breach or threatened breach by AFFILIATE of any provision of this Policy, in addition to all other rights and remedies available to ABILITY HR under this Policy and applicable law, ABILITY HR shall have the right to (a) immediately enjoin all such activity, without the necessity of proving damages or posting a bond or other security; (b) immediately terminate this Policy and AFFILIATE's access to the AFFILIATE Program; (c) receive an immediate refund of all amounts paid to AFFILIATE under this Policy; and (d) be indemnified for any loss, damage or liability incurred by ABILITY HR in connection with such violation, in accordance with the provisions of Section 7.
8.13. Divisibility
If any provision of this Policy is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Policy, and the Policy shall be construed as if such invalid, illegal or unenforceable provision had never been included in the Policy.
