Affiliate Agreement

AFFILIATE AGREEMENT

PLEASE CAREFULLY REVIEW THIS ENTIRE DOCUMENT.
IT IS A LEGALLY BINDING CONTRACT.

JULIE WIEBE PHYSICAL THERAPY, INC. (“Julie Wiebe, Inc.”), a California professional corporation, may provide paid online access to its courses through a hyperlink on its website, www.juliewiebept.com or its third-party vendors’ websites (collectively “Julie Wiebe, Inc. Website”). To place an Affiliate Link (as defined in Section 1 of this Agreement) on your website or online storefront linking to Julie Wiebe, Inc. Website, you must agree to and follow the terms and conditions set forth in this Affiliate Agreement. Accordingly, you hereby agree to this Affiliate Agreement.

YOU MUST AGREE TO THIS ENTIRE DOCUMENT TO
ENTER INTO AN AFFILIATE AGREEMENT WITH US.

1. DEFINITIONS

For the purposes of this Agreement:

Affiliate Fee” means moneys earned by, payable to, or previously paid to the Affiliate in regard to the aggregate Net Proceeds received from Qualifying Purchases under the terms of this Agreement and acknowledged as such by Julie Wiebe, Inc. at its sole discretion.

Affiliate” means you, the person or entity placing the Affiliate Link.

Affiliate Link” means a specific Universal Resource Locator (“URL”) that contains the Affiliate’s unique identification, such as a user ID or username that records internet traffic that is sent to Julie Wiebe, Inc. Website.

Agreement” means this Affiliate Agreement.

Derivative Work” means any creation, including without limitation any course, presentation, workshop, or class that is based on or derived from Julie Wiebe, Inc. Property, including without limitation any revision, modification, translation, abridgment, condensation, expansion, decompilation, or rearrangement, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which Julie Wiebe, Inc. Property may be recast, transformed, emulated, or adapted, and any compilation that incorporates Julie Wiebe, Inc. Property.

Invention” means any invention that, at the time of the invention’s conception makes use of Julie Wiebe, Inc. Property.

Julie Wiebe, Inc. Property” means, collectively, any Invention, Julie Wiebe, Inc. trademarks, copyrights, or other intellectual property, including course materials, concepts, ideas, modalities, and all other related items of Julie Wiebe, Inc.’s intellectual property made available or accessed by the Affiliate of third parties pursuant to this Agreement.

Julie Wiebe, Inc. Website” means www.juliewiebept.com or its third-party vendors’ websites.

Net Proceeds” means the gross proceeds received by Julie Wiebe, Inc. from Qualifying Purchases, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties.

Online Course Terms and Conditions of Use” means Julie Wiebe, Inc.’s terms and conditions of use to access, use, or otherwise interact with Julie Wiebe, Inc. Property.

Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, corporation, institution, public benefit corporation, entity, or government instrumentality, division, agency, body, or department.

Qualifying Purchase” means a paid course purchased by users during a visit to the Julie Wiebe, Inc. Website following navigation to the designated URL on the Julie Wiebe, Inc. Website through a hypertext link from Affiliate under this Agreement.

Termination Date” means (i) the date provided in a notice of termination of this Agreement, as provided in Section 2.2 of this Agreement, if a notice of termination is provided by either party; or (ii) the date of death, if termination results from the Affiliate’s death.

Term” means the period commencing on the date as provided in Section 6.12 of this Agreement and, subject to the termination provisions set forth in this Agreement.

2. PAYMENT & TERMINATION

2.1 Payment Payment. During the Term of this Agreement, Julie Wiebe, Inc. shall pay Affiliate an Affiliate Fee equal to 30% of the aggregate Net Proceeds received from Qualifying Purchases on or about the 1st of each month. No payment may be made to Affiliate for sales that result in refunds or returns and, at its own discretion, Julie Wiebe, Inc. may elect to withhold payment for a reasonable time to ensure against cancellations or refunds. Affiliate shall be responsible for all taxes associated with the receipt of any payments.

2.2 Termination. By written notice, either party may terminate this Agreement unilaterally, for any reason, and at any time, except as prohibited by law. Termination shall (i) be effective immediately; (ii) automatically terminate and extinguish Affiliate’s right to place an Affiliate Link on Affiliate’s website or Affiliate’s entitlement to any additional Affiliate Fee after the Date of Termination; (iii) require that the Affiliate shall immediately destroy all Julie Wiebe, Inc. Property in its possession; and (v) terminate any further right by Affiliate to use any of Julie Wiebe, Inc. Property.

The terms of the entirety of Sections 3.4 and 3.5 and the entirety of Sections 4, 5, and 6 of this Agreement shall survive the termination of this Agreement.

3. NO RIGHT OF USE BY AFFILIATE

3.1 Rights Reserved. This Agreement does not grant Affiliate any right, title, or interest in anything other than expressly provided for in this Agreement. All rights not granted by this Agreement are expressly reserved.

3.2 Audit. During the term of this Agreement, Julie Wiebe, Inc. may require Affiliate to provide the identity and email address of all users who accessed Julie Wiebe, Inc. Website through the Affiliate Link, and the Affiliate shall so comply.

3.3 Restrictions. Affiliate shall not do any of the following: (i) extract, modify, reformat, translate, reverse-engineer, assemble, or remove or disable any security feature relating to Julie Wiebe, Inc. Property or access to Julie Wiebe, Inc. Property; (ii) duplicate, share, license, sell, rent, lease, transfer, assign, distribute, offer, or otherwise commercially exploit Julie Wiebe, Inc. Property, or any portion thereof, to any third party by any means without the express written consent of Julie Wiebe, Inc., except as expressly set forth in this Agreement; (iii) alter, remove, or obscure Julie Wiebe, Inc.’s proprietary notices, including copyright, trademark, or other legal notices in or on any Julie Wiebe, Inc. Property; (iv) create any customization, variant, adaptation, or Derivative Work of any Julie Wiebe, Inc. Property, or any courses, videos, podcasts, presentations, or workshops that incorporate or imitate the content, design, ideas, concepts, or modalities, or that is substantially similar to, Julie Wiebe, Inc. Property; (vi) use Julie Wiebe, Inc. Property in any manner that allows any Person or Computer to access Julie Wiebe, Inc. Property other than as expressly provided for in this Agreement; or (vii) continue to use or access any Julie Wiebe, Inc. Property after termination of your Agreement.

3.4 Intellectual Property. Affiliate acknowledges and agrees that Julie Wiebe, Inc. (i) is the exclusive owner of all worldwide right to, title to, and interest in Julie Wiebe, Inc. Property, regardless of the format in which it is expressed; (ii) shall be the exclusive owner of all worldwide right to, title to, and interest in any and all modifications, customization, variations, or adaptations of Julie Wiebe, Inc. Property based on or substantially similar to Julie Wiebe, Inc. Property, inclusive of all Derivative Works, regardless of who made such Derivative Works.

All goodwill that may become attached to Julie Wiebe, Inc. Property as a result of Affiliate’s use of Julie Wiebe, Inc. Property shall inure to the exclusive benefit of Julie Wiebe, Inc. If Affiliate makes or causes to be made any Derivative Works, Affiliate shall immediately provide Julie Wiebe, Inc. with all copies of such Derivative Works, and Julie Wiebe, Inc. may terminate this Agreement.

4. RIGHTS IN CASE OF BREACH

4.1 Julie Wiebe, Inc. Right to Equitable Relief. If the Affiliate breaches or threatens to commit a breach of this Agreement, including, without limitation, the parties agree that such breach or threatened breach would cause Julie Wiebe, Inc. irreparable harm, such that Julie Wiebe, Inc. shall be entitled to equitable relief in addition to any other remedy, including without limitation injunctive relief, and requiring the Affiliate to account for and pay Julie Wiebe, Inc. all compensation, profits, moneys, accruals, increments, or other benefits derived or received by the Affiliate as the result of any action constituting a breach of this Agreement. Affiliate shall have no right of equitable relief against Julie Wiebe, Inc.

4.2 PLEASE READ THIS CAREFULLY. Agreement to Arbitrate. Any claim that the Affiliate may have against Julie Wiebe, Inc. regarding this Agreement, the Affiliate Link, or Julie Wiebe, Inc. Property shall be resolved through binding arbitration before the American Arbitration Association using its Commercial Arbitration Rules. All claims by Affiliate must be made within one year after the claim arose, or it is forever waived. Affiliate may arbitrate with Julie Wiebe, Inc. only in its individual capacity and not as a representative or member of a class. Affiliate claims may not be joined with any other claims, and there shall not be any authority for any dispute to be arbitrated on a class action basis or brought by a purported class representative. All arbitration hearings shall be held in Los Angeles, California. The arbitrator’s decision shall be binding and may be entered as a judgment in any court of competent jurisdiction. Regardless of how the arbitrator rules, each party is responsible for its own attorneys’ fees and costs. Prior to initiating any arbitration, Affiliate agrees to first informally discuss the subject of such potential arbitration with Julie Wiebe, Inc. at least 30 days prior to initiating arbitration.

5. ALLOCATION RISK

5.1 INDEMNITY. TO THE GREATEST EXTENT PERMITTED BY LAW AND IN CONSIDERATION OF JULIE WIEBE, INC. ENTERING INTO THIS AGREEMENT WITH THE AFFILIATE, THE AFFILIATE SHALL INDEMNIFY JULIE WIEBE, INC. AGAINST ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, SUITS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF THIS AGREEMENT.

5.2 NO CHALLENGE. AFFILIATE SHALL NOT (I) CHALLENGE OR INFRINGE UPON JULIE WIEBE, INC.’S RIGHTS TO JULIE WIEBE, INC. PROPERTY, OR THE VALIDITY OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF JULIE WIEBE, INC.; (II) TAKE ANY ACTION THAT COULD REASONABLY BE EXPECTED TO IMPAIR REGISTRATION THROUGH GOVERNMENTAL INTELLECTUAL PROPERTY REGISTRIES (E.G., THE UNITED STATES PATENT AND TRADEMARK OFFICE), VALIDITY, OR ENFORCEABILITY OF ANY JULIE WIEBE, INC. PROPERTY; OR (III) ATTEMPT TO REGISTER, USE, OR AID ANY THIRD PARTY IN ATTEMPTING TO REGISTER OR USE, IN ANY JURISDICTION, ANY TRADEMARK OR SERVICE MARK THAT MAY, IN THE REASONABLE OPINION OF JULIE WIEBE, INC., INFRINGE OR OTHERWISE VIOLATE JULIE WIEBE, INC.’S RIGHTS TO THE TRADEMARKS.

5.3 NO WARRANTY. ACCESS TO JULIE WIEBE, INC. PROPERTY THROUGH THE AFFLIATE LINK IS PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, JULIE WIEBE, INC. DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, ANY HIGH-RISK USE, OR OTHERWISE WITH RESPECT TO JULIE WIEBE, INC. PROPERTY AND MAKES NO WARRANTY OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.

5.4 AFFILIATE RESPONSIBILITY. AFFILIATE SHALL BE FULLY RESPONSIBLE FOR ALL USE OF JULIE WIEBE, INC. PROPERTY BY ANY PERSON WHO GAINS ACCESS TO IT PURSUANT TO THIS AGREEMENT, OR AS THE RESULT OF ANY ACT OR OMISSION OF AFFILIATE IN VIOLATION OF THIS AGREEMENT.

5.5 ASSUMPTION OF RISK. AFFILIATE ASSUMES ALL RISK ASSOCIATED WITH AFFILIATE’S USE, OR ANY THIRD PARTY'S USE OF JULIE WIEBE, INC. PROPERTY THAT THE THIRD PARTY ACCESSED THROUGH AN ONLINE STORE PLATFORM OWNED OR OPERATED BY AFFILIATE, OR AN AFFILIATE LINK ON A WEBSITE OWNED OR OPERATED BY AFFILIATE, INCLUDING WITHOUT LIMITATION PROPERTY DAMAGE, INJURY, OR DEATH.

5.6 DISCLAIMER OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, JULIE WIEBE, INC. DISCLAIMS ALL LIABILITY ARISING FROM THIS AGREEMENT FOR ANY LOSS, COST, OR DAMAGE, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF DATA, OR COMPUTER FAILURE, DAMAGE, OR MALFUNCTION, OR FOR ANY CLAIM BY ANY PARTY, EVEN IF JULIE WIEBE, INC. HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.

5.7 IN NO EVENT SHALL JULIE WIEBE, INC.’S TOTAL LIABILITY TO AFFILIATE FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY LAW) EXCEED THE AMOUNT PAID TO AFFILIATE BY JULIE WIEBE, INC., PURSUANT TO THIS AGREEMENT, EVEN IF THE REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

5.8 THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ENTIRETY OF THIS SECTION 5 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND TERMS OF THIS AGREEMENT ARE DETERMINED IN PART BY TAKING INTO ACCOUNT THE EXISTENCE OF THESE LIMITATIONS.

6. ADDITIONAL PROVISIONS

6.1 Assignment. This Agreement is personal to the Affiliate. The Affiliate may not assign any right or delegate any obligation under this Agreement to any other person, other than by will or intestate succession. Julie Wiebe, Inc. may assign its rights under this Agreement.

6.2 Notices & Address. For a notice to Julie Wiebe, Inc. under this Agreement to be valid, it must be in writing and delivered to the address or email address listed below.

If by mail, a valid notice under this Agreement will be effective when received by Julie Wiebe, Inc., and it shall be made by personal delivery, certified or registered U.S. Mail with return receipt required, or overnight delivery service with proof of delivery.

If by email, a valid notice under this Agreement will be effective when Julie Wiebe, Inc. receives it at the address below, and it shall be sent with delivery receipt and read receipt requested to the email listed below.

6.3 Julie Wiebe, Inc.’s address to which notices or other communications shall be mailed may be changed from time to time. Julie Wiebe, Inc.’s current contact information is:

Julie Wiebe Physical Therapy, Inc.
23309 Ladrillo St.
Woodland Hills, CA 91367
julie@juliewiebept.com

6.4 Authority to Act. The parties state that each has the authority to enter into this Agreement.

6.5 Limited Liability. In the event of any actual or alleged failure, breach, or default of this Agreement by Julie Wiebe, Inc., (i) the sole and exclusive remedy shall be against Julie Wiebe, Inc. in its corporate capacity; (ii) no member, manager, shareholder, board member, or officer of Julie Wiebe, Inc. shall be sued or named as a party in any suit or action; (iii) the obligations under this Agreement do not constitute personal obligations of any member, manager, shareholder, board member, or officer; and (iv) the Affiliate shall not seek personal assets of any member, manager, shareholder, board member, or officer for satisfaction of any liability with respect to this Agreement.

6.6 Modification & Waiver by Julie Wiebe, Inc. No amendment of this Agreement shall be effective unless it is in writing and signed by Julie Wiebe, Inc. No waiver of satisfaction of a condition or failure to comply with an obligation under this Agreement shall be effective unless it is in writing and signed by Julie Wiebe, Inc. granting the waiver, and no such waiver shall constitute a waiver of satisfaction of any other condition or failure to comply with any other obligation. Affiliate may not modify or amend this Agreement. To be valid, any document signed by Julie Wiebe, Inc. in accordance with this Section 6.6 must be signed by an authorized member or manager.

6.7 Severability. The parties intend that, (i) if any provision of this Agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded; (ii) if an unenforceable provision is modified or disregarded in accordance with this Section 6.7, then the rest of this Agreement will remain in effect as written; and (iii) any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

6.8 Advice of Counsel. In executing this Agreement, the Affiliate acknowledges that the Affiliate has had ample opportunity to seek the advice of independent legal counsel. The Affiliate further acknowledges reading and understanding the terms of this Agreement. This Agreement shall not be construed against any party by reason that it was drafted by such party.

6.9 Governing Law. The laws of the State of California, without giving effect to its principles of conflicts of law, govern all adversarial proceedings arising out of this Agreement. The Affiliate shall stipulate in any proceeding that this Agreement is to be considered for all purposes to have been executed and delivered within the geographic boundaries of the State of California.

6.10 Scope of Agreement & Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties. This Agreement supersedes any prior oral or written agreements concerning the subject matter of this Agreement.

6.11 Effectiveness Date. This Agreement will become effective when the Affiliate signifies Affiliate’s acceptance as indicated on the digital mechanism provides, which will also be the date of this Agreement.

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