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JAG Learn Affiliate Agreement

Effective Date: July 6th, 2021

Primary Website: www.jordanalliance.com


THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": Jordan Alliance Group, Inc. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire because each of the terms of this Agreement is important to our working relationship.


1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours, and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.

b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.

c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."

d) Affiliate Program: The program we've set up for our affiliates as described in this Agreement.

e) Affiliate Application: The fully completed form must be provided to us for consideration of your inclusion in the Affiliate Program.

f) Website: The primary website we've noted above will be referred to as Website.


2) ASSENT & ACCEPTANCE

By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Affiliate Program. This Agreement expressly incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.


3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to join our Affiliate Program. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.


4) PROGRAM SIGN-UP

To sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: www.jordanalliance.com/affiliate-application.

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection. Still, please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.

If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.


5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.


6) AFFILIATE PROGRAM

After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account, which we may use to post payment).

Please be advised the below is a general description of the Affiliate Program. Everything in this subsection is subject to the specific terms and conditions throughout this Agreement.

We will provide you with a specific Coupon Code(s) which correspond to certain services we are offering for sale (collectively, the "Code"). The Code will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Code and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Code at all times. We may modify the specific Code or Codes and will notify you if we do so. You agree only to use Codes that are prior approved by us and to display the Code prominently on your website or social media page, as described in your Affiliate Application (collectively, the "Affiliate Site").

Each time a user enters the Code posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following specific amount: $25 (twenty-five U.S. dollars).


7) SPECIFIC TERMS APPLICABLE

We will determine whether the payout is permissible in our sole and exclusive discretion. We reserve the right to reject sales that do not comply with the terms of this Agreement.

Processing and fulfillment of orders will be our responsibility. We will also provide monthly statements regarding your account with us through email.

As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases." Qualified Purchases:

a) Must not be referred by any other partner or affiliate Code of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Code;

b) May not be purchased by an already-existing partner or affiliate of the Company;

c) May not be purchased prior to the Affiliate joining the Affiliate Program;

d) May only be purchased through an Affiliate Code;

e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;

f) May not be fraudulent in any way, in the Company's sole and exclusive discretion;

g) May not have been induced by the Affiliate offering the customer any coupons or discounts not associated with the Code;


7a)  COMPENSATIONS FOR YOUR REFERRED SALES.

Subject to your proper use of the coupon code, you will be compensated based upon the Sale from Completed Transactions.

The Fee will be offset with respect to each Completed Transaction for which (a) the Company issues discounts, credits, or allowances, or (b) there is a chargeback issued against the Company for any payment previously credited to the Company.

The Company reserves the right to refuse an attempted purchase by any person, in the Company's sole and absolute discretion.  You shall have no claim to any Fee based on the Company's decision to not complete transaction with any person who accesses the Site through a coupon code marketed on the Affiliate Site.

The Fee relative to Completed Transaction shall be payable to you on or before the 1st Day of the month of the following month. There is NO minimum payout limit.

All Fees are payable in U.S. Dollars.

 

 

8) PAYOUT INFORMATION

Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or include an email address for an online payment method.

For any changes in your address or accounting information, you must notify us immediately, and we will endeavor to make the changes to your payout information as soon as possible.

Currently, the Company employs the following methods of payout: Monthly.

Payouts will be available the month or period after they accrue. For example, if payouts are made every 30 days, an entire 30-day period must finish for the payout of that period to be available in the following period.

We explicitly reserve the right to change payout information at our sole and exclusive discretion. If we do so, you will be notified.

For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.


9) REPORTS

You may request via email (info@jordanalliance.com) to review reports related to your affiliation, such as payout reports and Qualified Purchase information. However, please be advised that not all listed qualifying purchases have been thoroughly reviewed for accuracy in the reports and, therefore, may be subject to change prior to payout.


9a)  FULFILLMENT AND CUSTOMER INFORMATION.

The Company is solely responsible for processing and fulfilling all orders of services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers is the sole and exclusive property of the Company.


10) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Affiliate Program. Either Party can terminate it at any time with or without cause.

You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.

We expressly reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

 

11) INTELLECTUAL PROPERTY

You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company I.P.").

Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company I.P. solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate Codes we provide. You may not modify the Company I.P. in any way, and you are only permitted to use the Company I.P. if you are an Affiliate in good standing with us.

We may revoke this license at any time, and if we find that you are using the Company I.P. in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.

Other than as provided herein, you are not permitted to use any of the Company I.P. or any confusingly similar variation of the Company I.P. without our express prior written permission. This includes a restriction on using the Company I.P. in any domain or website name, in any keywords or advertising, in any metatags or Code, or in any way that is likely to cause consumer confusion.

Please be advised that your unauthorized use of any Company I.P. shall constitute unlawful infringement, and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.

You hereby provide us a non-exclusive license to use your name, trademarks, and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.


11a) MODIFICATION & VARIATION

The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the website. Those modifications or variations will replace any prior version of this Agreement unless previous versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.

a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law; you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement.


12) RELATIONSHIP OF THE PARTIES

(a) You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between you and the Company. In any manner or respect, you shall not represent, suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or the Affiliate site, or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.

(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority's rules or practices.

 

13)  CONFIDENTIALITY.

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement without the Company's prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents, and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.

Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider's possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.

If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena, or similar legal request, you will promptly notify the Company in writing of such requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.

 

13a)  WAIVER.

You expressly and unconditionally waive any and all claims against the Company, regardless of the bases upon which such claim(s) may be made, that may be based on, arise in connection with, or be related to any of the following acts, circumstances, or conditions:

(a) the Site is partially or totally inoperative or inaccessible;

(b) there are bugs, errors, or inaccuracies on the Site;

(c) a suspension, termination, or other action was taken with respect to your account by the Company even if such suspension, termination, or other action resulted in a loss of profits to you;

(d) any claim relating to a change in this Agreement by the Company;

(e) withholdings, deductions, or offset in connection with the payment of Fees due to applicable tax or currency control restrictions.

For purposes of this section, any reference to "the Company" shall include the Company's affiliates, officers, employees, principals, agents, and contractors.

No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

You are solely responsible for the security of your Account and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.

You agree that any dispute you raise shall be as an individual only, not as a class or with or on behalf of anyone else. You expressly waive any right to bring a class or collective action or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.


14) ACCEPTABLE USE

You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.

a) You further agree not to use the Affiliate Program:

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

II) To violate any intellectual property rights of the Company or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.


15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE

You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

We may monitor your account, as well as purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to terminate your participation in the Affiliate Program immediately.

We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers.

We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.

You are required to post a conspicuous notice on your website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:

We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website, or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the U.S. Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests that we may make to you regarding compliance with the General Data Protection Regulation or requests you may receive from data subjects.

If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.


16) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;

b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference to any host, user, or network.


17) DATA LOSS

The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.


18) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense if the Company wishes.

The Company and its affiliates, owners, principals, officers, employees, and agents shall be referred to, collectively, as "the Company Indemnitees."

You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;

(b) any non-fulfillment of any agreement by you under this Agreement;

(c) any suit, action, proceeding, claim, or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business; 

(d) failure to comply with the terms of this Agreement by you or your employees and agents;

(e) failure to comply with applicable law by you or your employees and agents;

(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents; 

(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or

(h) the Affiliate Site contains or promotes materials that infringe or violate any third parties' copyright or other intellectual property rights.

If any lawsuit, enforcement action, or any attempt to collect on an alleged liability is filed against the Company Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other dates by which action must be taken; provided, however, that the failure of the Company Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. The Company Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the Company Indemnitees, effect any settlement of any proceeding in respect of which the Company Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceedings only involves a remedy for the payment of money by you and includes an unconditional release of the Company Indemnitees from all liability on claims that are the subject matter of such proceeding.

If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the Company Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense, and costs, including reasonable attorneys' fees, to be reimbursed by you upon demand by the Company Indemnitees.

The Company may deduct or offset or withhold your Fees if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks, or damages to the Company to which the Company would be entitled to indemnification by you.  

 

18a)  ASSIGNMENT; SUCCESSION.

You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the Parties.

This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees, and/or agents.


19) SPAM POLICY

You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.


20) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.


21) SERVICE INTERRUPTIONS

The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime for any reason but that the Company shall have no liability for any damage or loss caused as a result of such downtime.


22) NO WARRANTIES

You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.


23) LIMITATION ON LIABILITY

In no event will the company be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including but not limited to the loss of profits or business opportunity, even if we had been advised of such possibility.

In no event shall the liability of the company arising out of or in connection with this Agreement exceed the fees paid to you by the company. This limitation applies to any liability arising from any cause of action whatsoever in connection with this agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages.

The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) U.S. Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.


24) GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate Program, you agree that Florida shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Lee County, Fort Myers, Florida. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Lee County, Fort Myers. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Florida. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this Agreement.

H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: info@jordanalliance.com.