Terms of service
Table of Contents:
Article 1 – Definitions
Article 2 – Identity of the entrepreneur
Article 3 – Applicability
Article 4 – The offer
Article 5 – The Agreement
Article 6 – Right of withdrawal
Article 7 – Costs in case of withdrawal
Article 8 – Exclusion right of withdrawal
Article 9 – The price
Article 10 – Conformity and warranty
Article 11 – Delivery and execution p>
Article 12 – Duration Transactions: Duration, Cancellation and Extension
Article 13 – Payment
Article 14 – Complaints procedure
Article 15 – Disputes
Article 16 – Additional or different provisions
Article 1 – Definitions
In these terms and conditions:
- Reflection period : the period within which the consumer can make use of his right of withdrawal;
- Consumer: the natural person who does not act in the exercise of a profession or business and enters into a distance contract with the entrepreneur;
- Day: calendar day; < li>Duration transaction: a distance contract relating to a series of products and/or services, where of the delivery and/or purchase obligation is spread over time;
- Sustainable data carrier: any means that enables the consumer or entrepreneur to addressed to him personally, in a manner that allows future consultation and unaltered reproduction of the stored information.
- Right of withdrawal: the possibility for the consumer to cancel the distance contract within the cooling-off period;
- Model form: the model form included in Appendix I of these terms and conditions for withdrawal that a consumer can complete when he wants to make use of his right of withdrawal.
- Entrepreneur: the natural or legal person who sells products and/or services at a distance offers to consumers;
- Distance agreement: an agreement in which, within the framework of a system organized by the entrepreneur, for distance selling of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication;
- Technique for communication on distance: means that can be used for concluding an agreement, without the consumer and entrepreneur meeting in the same room at the same time.
- General Terms and Conditions< /b>: the present General Terms and Conditions of the entrepreneur.
Article 2 – Identity of the entrepreneur
Name of entrepreneur: Cupplement BV
Trading under the name: Cupplement
Business address:< /p>
Chamber of Commerce number: 82199469
VAT identification number: NL861040181B01
Article 3 – Toepa sselijkness
- These general terms and conditions apply to every offer from the entrepreneur and to every distance contract and orders between the entrepreneur and consumer.
- Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, it will be indicated before the distance contract is concluded that the general terms and conditions can be viewed at the entrepreneur and they will be sent free of charge as soon as possible at the request of the consumer.
- If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available electronically to the consumer in such way that it can be easily stored by the consumer on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that they will be sent free of charge at the request of the consumer electronically or otherwise. /span>
- In the event that specific product or service conditions also apply in addition to these general terms and conditions, the second and third paragraphs apply mutatis mutandis and the consumer can in the event of conflicting general terms and conditions terms and conditions always invoke the applicable provision that is most favorable to him.
- If at any time one or more provisions in these general terms and conditions are wholly or partially void or annulled, then the agreement and these terms and conditions will remain in force for the rest and the relevant provision will be replaced by a provision in mutual consultation without delay. g that the intent of the original is as close as possible.
- Situations that are not regulated in these general terms and conditions must be assessed 'in the spirit' of these general terms and conditions.< /span>
- Ambiguities about the interpretation or content of one or more provisions of our terms and conditions must be explained 'in the spirit' of these terms and conditions.
Article 4 – The offer
- If an offer has a limited period of validity or is made subject to conditions, this is expressly stated in the offer stated.
- The offer is without obligation. The entrepreneur is entitled to change and adjust the offer.
- The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a true representation of the products and/or services offered. Obvious mistakes or errors in the offer are not binding on the entrepreneur.
- All images, specifications data in the offer are indicative and cannot lead to compensation or dissolution of the agreement.
- Images accompanying products are a true representation of the products offered. Entrepreneur cannot guarantee that the displayed colors correspond exactly to the real colors of the products.
- Each offer contains such information that it is clear to the consumer what the rights and obligations are. , which are linked to the acceptance of the offer.
Article 5 – The Agreement
- The agreement is concluded, subject to the provisions of paragraph 4, at the moment of acceptance by the consumer of the offer and compliance with the associated conditions.
- < span>If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer can dissolve the agreement.
- If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensures a safe web environment. If the consumer can pay electronically, the entrepreneur will take appropriate security measures to this end.
- The entrepreneur can – within legal frameworks – inform himself whether the consumer is fulfilling his payment obligations. can comply, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good reasons not to enter into the agreement, he is entitled to refuse an order or request with reasons, or to attach special conditions to the execution.
- < span>The entrepreneur will send the following information to the consumer with the product or service, in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable data carrier:
- the visiting address of the establishment of the entrepreneur where the consumer can go with complaints;
- the conditions under which and the way in which the consumer can make use of the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
- the information about guarantees and existing service after purchase;
- the information included in article 4 paragraph 3 of these terms and conditions, unless the the contractor has already provided this information to the consumer before the execution of the agreement;
- the requirements for terminating the agreement if the agreement has a duration of more than one year or of is indefinite.
- In the event of an expensive transaction, the provision in the previous paragraph only applies to the first delivery.
- Every agreement is entered into under the suspensive conditions of sufficient availability of the products concerned.
Article 6 – Right
On delivery of products:
- When purchasing products, the consumer the option to dissolve the agreement without stating reasons during 14 days. This cooling-off period starts on the day after receipt of the product by the consumer or a representative designated in advance by the consumer and made known to the entrepreneur.
- During the cooling-off period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the product with all accessories supplied and – if reasonably possible – in the original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur. li>
- If the consumer wishes to make use of his right of withdrawal, he is obliged to make this known to the entrepreneur within 14 days of receipt of the product. The consumer must make this known by means of the model form. After the consumer has indicated that he wishes to make use of his right of withdrawal, the customer must return the product within 14 days. The consumer must prove that the delivered goods have been returned in time, for example by means of proof of shipment.
- If the customer after the expiry of the periods referred to in paragraphs 2 and 3 has not indicated that he wishes to make use of his right of withdrawal resp. has not returned the product to the entrepreneur, the purchase is a fact.
When providing services and digital content that is not on a material carrier delivered:
- When providing services, the consumer has the option to dissolve the agreement without stating reasons during at least 14 days, commencing on the day of entering into the agreement.
- To make use of his right of withdrawal, the consumer will refer to the information provided by the entrepreneur in the offer and/or at the latest upon delivery to reasonable and clear instructions provided.
Article 7 – Costs in case of withdrawal
- If the consumer makes use of his right of withdrawal, the maximum costs of return will be for his account.
- If the consumer has paid an amount , the entrepreneur will pay this amount as repay as soon as possible, but no later than 14 days after cancellation. This is subject to the condition that the product has already been received back by the web retailer or conclusive proof of complete return can be submitted.
Article 8 – Exclusion right of withdrawal
- The entrepreneur can exclude the consumer's right of withdrawal for products as described in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if the entrepreneur clearly states this in the offer, at least in time for the conclusion of the agreement.
Exclusion of the right of withdrawal is only possible for products:
- that have been established by the entrepreneur in accordance with the consumer's specifications;
- that are clearly personal in nature;
- which by their nature cannot be returned;
- which can spoil or age quickly;
- the price of which is linked to fluctuations in the financial market over which the entrepreneur has no influence;
- for loose newspapers and magazines;
- for audio and video recordings and computer software where the consumer has broken the seal.
- for hygienic products where the consumer has broken the seal.
Exclusion of the right of withdrawal is only possible for services:
- concerning accommodation, transport, restaurant business or leisure activities to be performed on a specific date or during a certain period;
- of which the delivery has started with the express consent of the consumer before the cooling-off period has expired;
- concerning betting and lotteries.
Article 9 – The prize
- < span>During the period of validity stated in the offer, the prices of the The products and/or services are not increased, except for price changes as a result of changes in VAT rates.
- Notwithstanding the previous paragraph, the entrepreneur may offer products or services whose prices are linked are subject to fluctuations in the financial market and over which the entrepreneur has no influence, with variable prices. This dependence on fluctuations and the fact that any prices stated are target prices are stated in the offer.
- Price increases within 3 months after the conclusion of the agreement are only permitted if they are the result of statutory regulations or provisions.
Price increases from 3 months after the conclusion of the agreement are only permitted if the entrepreneur has stipulated this and:
- these are the result of statutory regulations or provisions; or
- the consumer has the authority to cancel the agreement with effect from the day on which the price increase takes effect.
- The prices stated in the offer of products or services include VAT.
- All prices are subject to printing and typographical errors. No liability is accepted for the consequences of printing and typing errors. In the event of printing and typographical errors, the entrepreneur is not obliged to deliver the product according to the incorrect price.
Article 10 – Conformity en Warranty
- The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
- A warranty provided by the entrepreneur, manufacturer or importer does not affect the legal rights and claims that the consumer can assert against the entrepreneur under the agreement.
- Any defects or incorrectly delivered products must be reported to the entrepreneur in writing within 4 weeks after delivery. reported. The products must be returned in the original packaging and in new condition.
- The entrepreneur's warranty period corresponds to the manufacturer's warranty period. However, the entrepreneur is never responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any advice regarding the use or application of the products.
- < span>The warranty does not apply if:
- The consumer has repaired and/or modified the delivered products himself or has had them repaired and/or processed by third parties; li>
- The delivered products have been exposed to abnormal conditions or are otherwise carelessly treated or are contrary to the instructions of the entrepreneur and/or have been treated on the packaging;
- The defectiveness is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used.
Article 11 – Delivery and execution
- The company r will exercise the greatest possible care when receiving and executing orders for products and when assessing requests for the provision of services.
- As place of delivery applies to the address that the consumer has made known to the company.
- With due observance of what is stated in paragraph 4 of this article, the company will process accepted orders expeditiously. but at the latest within 30 days, unless the consumer has agreed to a longer delivery period. If the delivery is delayed, or if an order cannot or only partially be executed, the consumer will be notified of this no later than 30 days after he has placed the order. In that case, the consumer has the right to dissolve the agreement without costs. The consumer is not entitled to compensation.
- All delivery times are indicative. The consumer cannot derive any rights from any stated terms. Exceeding a term does not entitle the consumer to compensation.
- In the event of dissolution in accordance with paragraph 3 of this article, the entrepreneur will refund the amount paid by the consumer as soon as possible. refund, but no later than 14 days after dissolution.
- If delivery of an ordered product proves to be impossible, the entrepreneur will make an effort to make a replacement article available. At the latest upon delivery, it will be stated in a clear and comprehensible manner that a replacement item is being delivered. For replacement items right of withdrawal can not be excluded. The costs of any return shipment are for the account of the entrepreneur.
- The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a representative designated in advance and made known to the entrepreneur, unless expressly agreed otherwise.
Article 12 – Duration transactions: duration , cancellation and renewal
- The consumer can enter into an agreement for has been entered into for an indefinite period and which extends to the regular delivery of products (including electricity) or services, at all times with due observance of the agreed cancellation rules and a notice period of no more than one month.
- The consumer can enter into an agreement that has been entered into for a definite period of time and which extends to the regular delivery of products (including electricity) or services, at all times at the end of the fixed term with due observance of the agreed cancellation rules and a notice period of no more than one month.
The consumer can cancel the Agreements referred to by members:
- cancel at any time and are not limited to cancellation at any particular time or period;
- at least cancel in the same way as they have been entered into by him;
- always cancel with the same notice period as the entrepreneur has stipulated for himself. ol>
- An agreement that is valid for certain has entered into and which extends to the regular delivery of products (including electricity) or services, may not be tacitly extended or renewed for a certain period.
- Notwithstanding the previous paragraph may an agreement that is for certain time and which extends to the regular delivery of daily news and weekly newspapers and magazines are tacitly renewed for a fixed period of a maximum of three months, if the consumer can cancel this extended agreement by the end of the extension with a maximum notice period one month.
- An agreement that has been entered into for a definite period and which extends to the regular delivery of products or services may only be tacitly extended for an indefinite period if the consumer may terminate at any time with a notice period of no more than one month and a notice period of no more than three months if the agreement extends to the regular, but less than once a month, delivery of daily, news and weekly newspapers and magazines.
- A contract of limited duration for the regular delivery of daily, news and weekly newspapers and magazines (trial or introductory subscription)&nbs p; will not be continued tacitly and will automatically end at the end of the trial or introductory period.
- If an agreement has a duration of more than one year, the consumer may terminate the agreement at any time after one year with a notice period of not more than one month, unless reasonableness and fairness oppose cancellation. before the end of the agreed term.
Article 13 – Payment
- To the extent that has not agreed otherwise, the amounts owed by the consumer must be paid within 7 working days after the start of the reflection period as referred to in article 6 paragraph 1. In the event of an agreement to provide a service, this period starts after the consumer has received confirmation of the agreement.
- The consumer has the obligation to rectify inaccuracies in payment details provided or stated. to the entrepreneur.
- In the event of non-payment by the consumer, the entrepreneur has the right, subject to legal restrictions, to charge reasonable costs made known to the consumer in advance.
Article 14 – Complaints procedure
- The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure.
- Complaints about the execution of the agreement must be submitted fully and clearly described to the entrepreneur within 7 days, after the consumer has discovered the defects .
- Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will answer within the period of 14 days with a notification of receipt and an indication when the consumer can expect a more detailed answer.
- < span>If the complaint cannot be resolved in mutual consultation, a dispute will arise that is subject to the dispute settlement procedure.
- In case of complaints, a consumer must first turn to the entrepreneur.< /span>
- A complaint does not suspend the entrepreneur's obligations, unless the entrepreneur indicates otherwise in writing.
- If a complaint is justified found by the entrepreneur, the entrepreneur will, at its discretion, replace or repair the delivered products free of charge.
Article 15 – Disputes
- Agreements between the entrepreneur and the consumer to which these general terms and conditions apply are exclusively subject to Dutch law applies. Even if the consumer resides abroad.
Article 16 – Additional or different provisions
Additional provisions or provisions that deviate from these general terms and conditions may not be to the detriment of the consumer and must be recorded in writing or in such a way that they can be stored by the consumer in an accessible manner on a durable data carrier.
Appendix I: Model withdrawal form
Model withdrawal form
(this form only complete and return if you want to revoke the agreement)
- To: [name of entrepreneur]
< span> [ entrepreneur's geographical address]
[ entrepreneur fax number, if available] p>
[ e-mail address or electronic address of entrepreneur]
- I/We* hereby give notice that I/we* share our agreement regarding
< span> the sale of the following products: [product designation]*
the delivery of the following digital content: [designation digital content]*
the provision of the following service: [designation service]*,
- Ordered on*/received on* [order date with services or receipt by products]
- [Name of consumer(s)]
- [Address consumer(s)]< /span>
- [Consumer(s) Signature] (only when this form is submitted on paper)
* Strikethrough as appropriate or fill in as appropriate.
Cupplement Affiliate Program Terms of Service
By signing up to be an Affiliate in the Cupplement Affiliate Program ("Program") you are agreeing to be bound by the following terms and conditions ("Terms of Service").
Cupplement reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.
- You must be 18 years or older to be part of this Program. < li>You must live in the United States to be an Affiliate.
- You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person - a single login shared by multiple people is not permitted.
- You are responsible for maintaining the security of your account and password. Cupplement cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account .
- One person or legal entity may not maintain more than one account.
- You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You may not use the Affiliate Program to earn money on your own Cupplement product accounts.
Links/graphics on your site, in your emails, or other communications
Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to Cupplement. We may change the design of the artwork at any time without notice, but we won't change the dimensions of the images without proper notice.
To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the Cupplement. You must ensure that each of the links between your site and the Cupplement properly utilizes such special link formats. Links to the Cupplement placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to sales on a Cupplement product occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Affiliate links should point to the page of the product being promoted.
Referral fees/commissions and payment
For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to https://www.cupplement.nl and complete an order for a product during that session.
We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.
We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Payments only begin once you've earned more than $20 in affiliate income. If your affiliate account never crosses the $20 threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $20 threshold.
Identifying yourself as a Cupplement Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of Cupplement or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
As long as your current affiliate earning are over $20, you'll be paid each month. If you haven't earned $20 since your last payment, we'll pay you the following month after you've crossed the threshold.
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment
- Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
- The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- Ensuring that materials posted on your site are not libelous or otherwise illegal
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://www.cupplement.nl, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Cupplement reserves the right to end the Program at any time. Upon program termination, Cupplement will pay any outstanding earnings accrued above $20.
Cupplement, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Cupplement service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Cupplement reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Cupplement will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of Cupplement to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Cupplement and govern your use of the Service, superceding any prior agreements between you and Cupplement (including, but not limited to, any prior versions of the Terms of Service).