Affiliate Agreement

This Affiliate Service Agreement (the “Agreement”) is made by and between PXP, LLC, an Idaho limited liability company (hereafter “PXP), and You, (hereafter “Affiliate”) as an authorized distributor utilizing the products provided by or distributed by PXP. 

THIS IS A BINDING LEGAL DOCUMENT.  Affiliate must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for performxplus.com privileges, Affiliate indicates Affiliate’s acceptance of this Agreement and its terms and conditions. If Affiliate does not accept this Agreement, do not sign up with the performxplus.com as an Affiliate. 

  1. Registration of Affiliate.  To sign up as an Affiliate of PXP and to sell the products as an Affiliate Partner Affiliate must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be Affiliate’s social security number for individuals, or a federal tax-id for corporations or entities.  As part of the registration process,
    1. Affiliate will be assigned a username and password combination that Affiliate will use to access  Affiliate area within the website. Affiliate shall provide PXP with accurate, complete and updated registration information. Affiliate may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Affiliate’s true identity.
    2. Affiliate agrees that PXP may rely on any data, notice, instruction or request furnished to PXP by Affiliate which is reasonably believed by PXP to be genuine and to have been sent or presented by a person reasonably believed by PXP to be authorized to act on Affiliate’s behalf. Affiliate shall notify PXP by e-mail at affiliates@performxplus.com of any known or suspected unauthorized uses of Affiliate’s Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Affiliate’s username and password.
    3. Affiliate shall be responsible for maintaining the confidentiality of Affiliate’s username and password and Affiliate are responsible for all usage and activity on Affiliate’s account, including use of the account by a third party authorized by Affiliate to use Affiliate’s Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by PXP and referral to the appropriate law enforcement agencies.
    4. Affiliate must give 30-days notice of intent to terminate this Agreement. Commissions will continue to be paid on said schedule.
  2. The Product.  PXP has contracted with EFX Performance Edge to distribute embedded wearable holographic technology and allows Affiliates to participate in the market share. As an Affiliate of PXP, Affiliate will be establishing relationships with Affiliate’s own customers to buy product from our PXP website.
  3. Link Placement. As an Affiliate of PXP Affiliate may place Links to Performxplus.com on Affiliate’s own website. Affiliate must instruct Affiliate’s customers to use Affiliate’s promo code to ensure proper commissions.
    1. Any page that contains PXP links must be written in English.
    2. Affiliate cannot SPAM. Affiliate cannot SPAM. Affiliate cannot SPAM. We will terminate Affiliate’s account on the first offense of SPAMMING. Do not send email to lists or groups that Affiliate do not have permission to send to. We cannot stress this enough, we WILL terminate Affiliate’s account on the first offense.
  4. Affiliate Payment.  Affiliate must first be approved by PXP to become an Affiliate, sell our products, and receive a commission.
    1. Affiliate will receive a monthly commission for completed sales on the 10th day of the month for the previous month’s sales. Affiliate also understands that the Commission rate may be changed at any time.
    2. In the event of a VOIDED SALE by customer, PXP will recover from You, the Affiliate, the corresponding Commission previously credited to Affiliate’s Account. The VOID Commission will be immediately deducted from Affiliate’s Account balance.
    3. In the event that Affiliate’s Account balance is less than the VOID Commission, the VOID Commission will be deducted against Affiliate’s future earnings. Affiliate will NEVER be asked to send money to PXP .
  5. Service And Support.  PXP will provide support for the Affiliate as indicated below:
    1. PXP will maintain the website.
    2. PXP will maintain the inventory.
    3. PXP will complete the sale, ship the product, and service the customer after the sale.
  6. Affiliate Responsibilities.  Affiliate must adhere to the following requirements during the term of this Agreement:
    1. Affiliate may place orders on our website or call our office as often as Affiliate has a need.
    2. Affiliate may sell our product to any individual or business Affiliate would like.
    3. Affiliate may order a single product or several products per order.
    4. Affiliate may give Affiliate’s promo code (CRM Number assigned by the website when Affiliate signs up) to all Affiliate’s internet customers to ensure Affiliate’s commission.
    5. Affiliate’s customers must order online with Affiliate’s promo code for Affiliate’s commission to be applied. Commissions are paid through electronic tracking only.
    6. All statistics are collected and calculated by PXP, and will be the only valid stats used for determining commissions.
    7. Affiliate will be paid Affiliate’s commissions on a monthly basis- on the 10th of the month.
    8. We may change the Affiliate prices and as often as necessary and will notify Affiliate accordingly.
    9. We will email Affiliate concerning product changes or additions, questions regarding product orders, or any other matters that need to be communicated.
    10. As an affiliate, Affiliate can only have 1 account. Self-referrals for affiliate or merchant accounts are strictly prohibited.
    11. Affiliate cannot refer self as customer with PXP and receive commission. Sorry. Affiliates who use their own promo code will have their Affiliate status terminated permanently and not reinstated.
    12. International affiliates (those with addresses outside of the 50 U.S. States) are paid via Direct Deposit where possible.
    13. Affiliate’s physical address listed for receiving checks MUST be Affiliate’s actual address. Mail forwarding services, for the purpose of avoiding network demographics is NOT allowed. For example, if Affiliate chooses USA as Affiliate’s country, Affiliate must be in the USA. If Affiliate chooses Russia as a country, Affiliate must be in Russia.
    14. Affiliate cannot SPAM. We will terminate Affiliate’s account on the first offense of SPAMMING. Do not send email to lists or groups that Affiliate do not have permission to send to. We cannot stress this enough, we WILL terminate Affiliate’s account on the first offense.
    15. Affiliate accounts that are left inactive for 6 months will be removed from our system. At no time will an affiliate ever owe monies to PXP, Inc. based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.
    16. Failure to abide by these rules could mean termination from a given Affiliate benefit or from PXP completely with a complete forfeit of commissions.
    17. Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-through’s using robots, frames, I-frames, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
  7. Email Contact.  PXP reserves the right to send e-mail to Affiliate for the purposes of informing Affiliate of applicable changes or additions to any PXP related products and services.  We also reserve the right to contact Affiliate’s customers to inform them of the same or any other information we deem appropriate.
  8. Accepted Use.  Affiliate represent to PXP that all content Affiliate provide is solely owned by Affiliate or provided by Affiliate with the express authority of the company Affiliate represent, and does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. Affiliate shall not provide, promote, distribute, place or otherwise publish as an Affiliate any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, and fraudulent or violates any law. As PXP may not review all information provided by You, Affiliate shall remain solely responsible for Affiliate’s content and Web site. As an Affiliate, Affiliate may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. Affiliate may not use Affiliate’s own promo code.
    1. Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.
    2. PXP RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF PXP. If Affiliate is terminated from the Service, PXP has the right to withhold money Affiliate earned or money that Affiliate owe and Affiliate will not be allowed to re-join PXP.
    3. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO link to PXP: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES.
  9. No Warranty.  To the fullest extent permissible, pursuant to applicable law, PXP disclaims all warranties, expressed or implied, including, but not limited to:
    1. Implied warranties, guarantees of merchantability (the state of being fit for market) and fitness for a particular purpose, in relation to the product, its use and the results of such use.
    2. Without limited the foregoing, PXP specifically disclaims any warranty: a) That the website will be uninterrupted or error-free, b) That defects will be corrected, c) That there are no viruses or other harmful components, d) That the security methods employed will be sufficient, or e) Regarding correctness, accuracy, or reliability, applicable law may not allow the exclusion of implied warranties so the above exclusion may not apply to Affiliate.
    3. PXP will make reasonable efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold PXP liable for any of the consequences of such interruptions.
    4. PXP shall have no liability for unauthorized access to, or alteration, theft or destruction of any web site of affiliate or affiliate customer data files or systems or programs through accident, fraudulent means or devices.
    5. PXP shall have no liability with respect to merchant obligations hereunder or otherwise for consequential, exemplary, special, incidental or punitive damages even if merchant has been notified of such damages. Any liability of merchant hereunder shall be limited to the revenue earned by merchant as a direct result of this agreement.
  10. Limitation Of Liability.
    1. The use of the name PXP on any written, digital image, printed material, etc.
    2. PXP or its suppliers or resellers or merchants shall not be liable to Affiliate or any other person for
      1. Any indirect, special, incidental or consequential damages of any character arising out of the use of or inability to use the PXP service or any information provided on the PXP website  or any other hyperlinked web site, including, without limitation, damages for loss of goodwill, any lost profits, business interruption, loss of programs or other data, even if PXP or a PXP authorized representative has been advised of the possibility of such damages or
      2. Any claim attributable to errors, omissions or other inaccuracies in the web site or any hyperlinked web site.
    3. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusion may not apply to Affiliate. In such jurisdictions, PXP’s liability is limited to the smallest amount permitted by law.  This paragraph will survive the failure of any exclusive or limited remedy.
    4. Affiliate agrees that PXP, although the provider of the Service, has no responsibility or liability as a result of Affiliate’s placement of authorized Links from Affiliate’s Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless PXP and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
    5. PXP agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to PXP’s negligence or willful misconduct in performance of the Services or its breach of this Agreement.
  11. Non-Disclosure.  PXP acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (“Confidential Information”) of Affiliate’s Company. PXP agrees not to disclose or disseminate the Confidential Information without Affiliate’s prior express written consent. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of PXP that becomes available to PXP from third parties without knowledge by PXP of any breach of fiduciary duty, or that PXP had in its possession prior to the date of this Agreement. PXP does not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Affiliate’s own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. PXP reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as PXP deems appropriate.
  12. Ownership And Licenses.  You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Affiliate’s use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. Affiliate may not modify the trademarks, banners, the content or any of the images provided to Affiliate in any way.

    A Merchant may immediately terminate Affiliate’s license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. Affiliate acknowledge that Affiliate’s use of the marks will not create in You, nor will Affiliate represent that Affiliate have, any right, title or interest in or to the marks other than the license granted by the Merchant above. Affiliate will not challenge the validity of or attempt to register any of the marks or Affiliate’s interest therein as a licensee, nor will Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. Affiliate acknowledges the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

  1. Representations.  PXP makes no representations whatsoever about any other Web site which Affiliate may access through the Service. In addition, a link to a non-PXP Web site does not mean that PXP endorses or accepts any responsibility for the content or the use of such Web site.
  2. Assignments.  The rights granted to Affiliate under this Agreement are personal to Affiliate and are not, without prior written consent of the Company, assignable or transferable to any other person or entity, directly or indirectly. Any attempt to do so, without such consent, will constitute, at the Company’s election, not only a default, but also a termination of this Agreement.
  3. Privacy Policy. PXP respects the privacy of its users and will not disclose personal information to third parties without the express permission of Affiliate and Affiliate’s company. If Affiliate have any questions please contact Thad Chandler at Performxplus.com
  4. Force Majeure.  Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
  5. Modification.  PXP reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the relationship at any time.  However, any such action by PXP must be reasonable.  In the event of any product change, PXP will notify Affiliate via e-mail, newsletter or the PXP Web site at least 7 days prior to any such changes taking effect, at which time Affiliate may either agree to such changes or withdraw from the relationship.
  6. Indemnification.  At Affiliate’s own expense, Affiliate shall indemnify, defend, and hold harmless the Company against all liability or loss, and against all claims, suits, proceedings or actions based upon or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with Affiliate’s performance of this Agreement or by conditions created thereby, or based upon any violation of any statute, ordinance, code or regulation, and the defense of any such claims or actions. In addition, Affiliate shall indemnify and hold harmless the Company from and against any and all damages, liabilities, losses, settlement amounts, costs, legal expenses, and fees, and any other costs and expenses (including, but not limited to attorney’s fees) incurred as a result of any such claims or the investigation thereof, or attempting to avoid the same or to oppose the imposition thereof or in enforcing this indemnity. Affiliate shall also indemnify the Company against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes, contributions or assessments imposed or required under unemployment insurance, social security and income tax laws.
  7. Liability and Insurance.  Affiliate shall take all precautions necessary and shall be responsible for the safety of Affiliate’s work hereunder. All work shall be done at Affiliate’s own risk. Affiliate shall be responsible for any loss of or damage to materials, personal possessions, or other articles of Affiliate or the Company used or held for use in connection with Affiliate’s duties hereunder. Affiliate shall be responsible to obtain and maintain any insurance required to cover the foregoing risks and any other risks associated with his performance of this Agreement.  Company or Affiliate may unilaterally terminate this Agreement upon sixty (60) days’ written notice to the other party.
  8. Termination.  The Affiliate’s services hereunder shall continue until such time as agreed to by the parties.  In the event of Affiliate’s death or disability prior to that date, all amounts of compensation that would have been due to Affiliate had Affiliate fully performed under this Agreement shall nonetheless be paid to Affiliate or his successors or assigns.
  9. Waiver.  A party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement by that party or any other party.
  10. Governing Law.  This Agreement shall in all respects be subject to, and governed by, the laws of the State of Idaho.  In the event of any dispute pursuant to the terms of this agreement or the performance of the duties set forth herein, the parties will submit their dispute to mediation.  In the event the mediation does not resolve said dispute, any legal action taken as a result of the dispute shall be brought in Canyon County, State of Idaho.
  11. Severability.  The invalidity or unenforceability of any provision in the Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.
  12. Notice.  Any and all notices required or permitted herein shall be deemed delivered if delivered personally or if mailed by registered or certified mail to PXP and to Affiliate at their addresses hereinafter set forth or at such other address or addresses as either party may hereafter designate in writing to the other:

        To the Company:    Perform X Plus, LLC

                                                ATTN:  Thad Chandler
                                               204 10th Avenue South
                                                 Nampa, ID 83651 

        To the Affiliate:   _________________________
                               _________________________
                              __________________________. 

    1. Amendments.  This Agreement may be amended at any time by mutual consent of the parties hereto, with any such amendment to be invalid unless in writing, signed by the Company, Company’s agents and/or Company’s designees and the Affiliate.
    2. Attorney Fees.  In the event it becomes necessary for either party to this Agreement to institute a suit at law or in equity for the purposes of enforcing any of the provisions of this Agreement, the prevailing party shall be entitled to recover said party’s reasonable attorney’s fees, plus court costs and expenses, from the non-prevailing party.
    3. Entire Agreement.  This Agreement contains the entire agreement and understanding by and between the Affiliate and the Company with respect to the services of the Affiliate during the terms of this agreement; and no representations, promises, agreements, or understandings, written or oral, relating to the services of the Affiliate by the Company not contained herein shall be of any force or effect.
    4. Headings.  The various headings in this Agreement are inserted for convenience only and are not part of the Agreement.
  1. DEFINITIONS.
    1. “Performance Marketing” occurs when individual web sites that generate their own traffic (“Affiliates”) partner with online Merchants (“Merchant”)’s and the Merchant pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.
    2. “Affiliate” means an individual or business generating their own traffic and thus rewarded for legitimate sales. Affiliates use PXP.com to facilitate relationships with Customers as well as tracking, reporting, and receipt of commission payment.
    3. “Visitor” refers to any person, or user that arrives at PXP.com through a referral or link from an Affiliate’s Web site.
    4. “Sale commission” means the payout that PXP sets and agrees to pay for the sale of a product to an Affiliate. Commissions are paid on the 10th of the month for the sales total of the previous month.
    5. “Lead commission” refers to the payout PXP sets and agrees to pay an individual for a one time referral to a Chiropractor who becomes an Affiliate.
    6. “Commission” means the amount of sale commission or lead commission PXP agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set flat rate per action.
    7. “Link” means a hyperlink placed on an Affiliate’s web site that, when clicked on, sends a Visitor to PXP’s website. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to PXP.
    8. “VOID” means a reversal of a Commission previously earned for a sale or lead that is later rescinded or corrected by PXP. PXP may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.
    9. “Affiliate’s Account” means a specific account set up within PXP.com, where demographic information is held and Commissions are credited.
  1. MISCELLANEOUS.  This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY AFFILIATE IS EXPRESSLY MADE CONDITIONAL ON AFFILIATE’S ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN AFFILIATE’S PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.  
     

Perform X Plus, LLC
Thad Chandler, Manager

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