MY VINYASA PRACTICE, LLC
MVP AFFILIATE LINK PROGRAM AGREEMENT 

Last Modified and Updated on 1/19/24
This My Vinyasa Practice MVP Affiliate Link Program Agreement (hereafter “Agreement”) constitutes a legal agreement between the My Vinyasa Practice Affiliate Program Applicant (“Applicant”) whose name appears on the My Vinyasa Practice Affiliate Program Application (“Application”) associated with the execution of this Agreement (hereafter referred to as “You” and all associated pronouns, i.e. “Your” and “Yours”) and My Vinyasa Practice, LLC (hereafter “MVP” and all associated pronouns, i.e. “its”), a Texas Limited Liability Company located at 109 Jacob Fontaine Lane, Suite 800, Austin, Texas 78752.

BY CLICKING THE "SUBMIT" BUTTON ON THE MY VINYASA PRACTICE AFFILIATE PROGRAM APPLICATION, YOU ARE AFFIRMING YOUR AGREEMENT TO THE FOLLOWING: (1) YOU HAVE READ, UNDERSTAND, FREELY AND VOLUNTARILY ACCEPT, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT; (2)YOU ARE ABOVE THE AGE OF EIGHTEEN (18) AND ARE COMPETENT TO ENTER THIS AGREEMENT; AND (3) YOU CONSENT TO THE USE OF AN ELECTRONIC SIGNATURE, INCLUDING BUT NOT LIMITED TO A CHECKBOX OR SUBMIT BUTTON ON THE AFFILIATE APPLICATION, TO SIGNIFY YOUR CONSENT AND AGREEMENT TO THIS AGREEMENT.

THEREFORE, in consideration of the mutual covenants in this Agreement and other good and valuable consideration, in receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following: 

TERMS & CONDITIONS 

  1. Relationship of the Parties: The Parties to this Agreement are independent contractors. Nothing
    in this Agreement shall be construed as creating the relationship of joint venturers, partners,
    employer and employee, franchiser and franchisee, or the like between the Parties. You shall
    not be deemed an agent of MVP by reason of this Agreement. You shall not have any authority
    to bind MVP in any respect.

  2. Term. 

    a. Effective Date. This Agreement is effective as of the date You submit Your Application in accordance with these Terms & Conditions and lasts until Termination as defined herein.

    b. Termination of Agreement.     This MVP Affiliate Link Program Agreement may be terminated by You for any reason upon thirty (30) days’ prior written notice. Notwithstanding any other provision of this Agreement, this Agreement may also be terminated solely by MVP at anytime, withoutout notice, in its sole discretion. 
    i. Upon termination You are expressly prohibited from any use of MVP Marks, including but not limited to banners, images, content, trademarks, etc., in Affiliate Content (as Affiliate Content is defined in this Agreement), and You are further expressly prohibited from providing hyperlinks to the MVP Website, including but not limited to any MVP Affiliate Link (as MVP Affiliate Link is defined in this Agreement) provided to You under this Agreement.
    ii. If this Agreement is terminated because You have violated the terms of this Agreement or if this Agreement is terminated because Your website violates the Content Restrictions set forth herein, You are not eligible to receive any commission payments upon termination, even for commissions earned prior to the date of termination.
    iii. If this Agreement is terminated for any other reason, You are eligible to earn a commission only on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not subject to a Commission Deduction Incident. MVP reserves the right to withhold Your final payment for a reasonable time to ensure that the correct amount is paid.

  3. Enrollment in the Affiliate Program. 

    a. Applicant’s Submission of Completed Application. An “Applicant” is defined as any individual who electronically submits an Application in conjunction with execution of this Agreement, and has not been approved as an Affiliate (as Affiliate is defined in this Agreement). To begin the enrollment process, You are required to submit a completed Application via the MVP Website, www.myvinyasapractice.com (hereafter the “MVP Website”) or form link Application provided electronically and directly to You from MVP.

    b. Review of Completed Application by MVP & Content Restrictions.
    i. Sole Discretion of MVP. MVP retains sole discretion to approve or reject Your Application for any reason. If Your Application is rejected, You understand and agree that You are not an Affiliate, and do not qualify to receive an MVP Affiliate Link (as MVP Affiliate Link is defined by this Agreement) or any of the other benefits reserved for Affiliates under this Agreement.
    ii. Content Restrictions.     All Applicants and accepted Affiliates are subject to MVP’s Content Restrictions. MVP requires the following minimum Content Restrictions (“Content Restrictions”) to be followed by Applicants and Affiliates, and shall reject in its sole discretion the Application of any Applicant whose website, social media pages (including but not limited to Facebook, Instagram, Twitter, TikTok, WhatsApp, Signal, and the like), blogs, or other online content (“Applicant Content”) includes or incorporates any of the following, or terminate this Agreement with an Affiliate whose website, social media pages (including but not limited to Facebook, Instagram, Twitter, TikTok, WhatsApp, Signal, and the like), blogs, or other online content (“Affiliate Content”) includes (but is not limited to) or incorporate any of the following: images or content that is in any way fraudulent, misleading, deceptive, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as Affiliate Content or other websites that facilitate illegal activity; depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or promote illegal activities or incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights of third parties. If Your Applicant Content violates any Content Restrictions listed above, Your Application will be rejected by MVP and You will not be approved as an Affiliate at MVP’s sole discretion. If Your Affiliate Content violates any Content Restrictions listed above, this Agreement will be terminated at MVP’s sole discretion.

    c. Approved Affiliates & Receipt of MVP Affiliate Link Upon Approval.     If Your application is approved and You have received written confirmation of approval from MVP via email, You are considered an Affiliate. An “Affiliate” is defined as any individual who has properly completed the Affiliate Application and has been approved by MVP to be an Affiliate through the My Vinyasa Practice Affiliate Program in accordance with the Terms and Conditions of this Agreement. As an Affiliate, MVP will provide You with an exclusive MVP Affiliate Link (“MVP Affiliate Link” is defined as a hyperlink to the MVP Website, provided to the Affiliate by MVP, and pasted into the Affiliates own Affiliate Content) via email. The MVP Affiliate Link is for You, only, to market the following MVP Products for sale on the MVP Website exclusively under the terms & conditions of this Agreement as an Affiliate of MVP: MVP School Products hosted on school.myvinyasapractice.com (“MVP Products”). Your MVP Affiliate Link will also be available for the Term of this Agreement through the LearnWorlds Affiliate Account referenced below.

    d. Your Responsibility to Set Up a LearnWorlds Affiliate Account Once Approved as an Affiliate.     Once accepted as an Affiliate, You are solely responsible thereafter for setting up an individual account in Your name through the LearnWorlds (CY) Ltd (“LearnWorlds”) Website at: https://learnworlds.com. YOU UNDERSTAND AND ACKNOWLEDGE THAT UNLESS AND UNTIL YOU SET UP YOUR INDIVIDUAL ACCOUNT THROUGH THE LEARNWORLDS WEBSITE, YOU WILL NOT BE ABLE TO ACCESS ANY AFFILIATE FEATURES PROVIDED BY LEARNWORLDS. LIKEWISE, UNTIL YOU SET UP YOUR INDIVIDUAL ACCOUNT THROUGH THE LEARNWORLDS WEBSITE, YOU SHALL NOT RECEIVE ANY PAYMENT FOR SALES (as that term is defined in this Agreement), INCLUDING BUT NOT LIMITED TO COMMISSION PAYMENTS. All tax documents related to Your earnings as an Affiliate under this Agreement will be provided by and issued by My Vinyasa Practice. 

  4. Use of MVP Affiliate Links. As an Affiliate, MVP will provide You with an exclusive and unique MVP Affiliate Link to the MVP Website. MVP will provide all information necessary to allow You to use the MVP Affiliate Link and direct Users (a “User” is defined for purposes of this Agreement as any individual person or entity who accesses, views, uses, or makes purchases through the MVP Website) to the MVP Website. In using the MVP Affiliate Link, You agree that You will assume one hundred percent (100%) of the responsibility to maintain the integrity of the MVP Affiliate Link You are provided. YOU SHALL NOT ALTER, MODIFY, OR EXPAND THE LINKS IN ANY WAY WITHOUT MVP’S WRITTEN CONSENT. Any change to the MVP Affiliate Link provided to You may cause the tracking to no longer function correctly. If the HTML code of the MVP Affiliate Link provided to You is changed or altered in any way after it is provided to You, You expressly agree that MVP is not responsible for You receiving credit for any sale associated with the changed and/or altered HTML code. You understand, agree, and accept sole responsibility, including but not limited to one hundred percent (100%) of all financial responsibility, for all damages or loss (such as incomplete sales, lost sales, lost credits, and the like) related to any change You or a third party makes to the MVP Affiliate Link or related HTML Code. ADDITIONALLY, YOU UNDERSTAND, AGREE, AND WARRANT THAT YOUR USE OF THE MVP AFFILIATE LINK AND YOUR PARTICIPATION IN THE MVP AFFILIATE LINK PROGRAM SHALL COMPLY AT ALL TIMES WITH THE RULES AND REQUIREMENTS OF THE FEDERAL TRADE COMMISSION (“FTC”), INCLUDING BUT NOT LIMITED TO TRANSPARENCY AND DISCLOSURE REQUIREMENTS.

  5. Order Processing by MVP & Sales Tracking by LearnWorlds. MVP will directly process orders for MVP Products placed by Users who utilize Your specific MVP Affiliate Link on the MVP Website. MVP reserves the right to reject orders that do not comply with certain requirements, that MVP periodically may establish. MVP will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, any occasional shipping and handling, cancellations, returns and related customer service. LearnWorlds will track the volume and the amount of Sales (a “Sale” is defined for purposes of this Agreement as the purchase of MVP Products by a User of the MVP Website through Your MVP Affiliate Link) generated by Your MVP Affiliate Link. To permit accurate tracking, reporting, and fee accrual, You must ensure that Your MVP Affiliate Link is properly formatted. It is Your sole responsibility to ensure that the MVP Affiliate Link in Your electronic communications with third parties and Users, as well as the MVP Affiliate Link that You have placed on Your Affiliate Content, is always working properly.

  6. MVP Product Policies & Pricing. Users who buy MVP Products through the MVP Affiliate Link Program will be deemed to be customers of MVP. Accordingly, all MVP rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. MVP may change our policies and operating procedures at any time, with or without notice to Affiliates. For example, MVP will determine the prices to be charged for MVP Products sold under the MVP Affiliate Link Program in accordance with MVP’s own pricing policies. Product prices and availability may vary from time to time. Because MVP’s price changes may affect items that You already have listed on Your website, You will be solely responsible for maintaining the correct current prices on Your own website or social media accounts at all times. MVP will use commercially reasonable efforts to present accurate information, but MVP cannot guarantee the availability or price of any particular MVP Product. Any failure to keep Your pricing accurate will not be the responsibility of MVP, and MVP will not honor any misrepresentation of pricing You make, whether inadvertent on Your part or not, to Users.

  7. Commissions & Commissions Payment. 

    a. Generation of Commission & Payment on Net Sales.     Commissions are earned by You through Sale(s) of MVP Products. For a Sale to generate a Commission: (1) the User must utilize Your MVP Affiliate Link to the MVP Website, purchase the Product using the MVP Website and the LearnWorlds Website online ordering system, accept delivery of the item at the shipping destination, and remit full payment to MVP; and (2) the Sale must have been tracked and recorded by the LearnWorlds Website. Commissions on Sales in compliance with this Agreement are paid on net sales actually collected from customers (i.e., the net is the remaining amount after any of these deductions: sales tax, duty, shipping, handling, credit card fees and similar charges, hereafter “Net Sales”), and not including any portion of payment made through the redemption of gift certificates, coupons, or credits.

    b.     Commission Rate. Your Affiliate Commission Rate is calculated based on your audience and reach (between 10-30%) of Net Sales made through Your MVP MVP Affiliate Link (“Commission Rate”). Your Commission Rate is subject to change at any time or from time to time, in MVP’s sole and absolute discretion. You will be notified of any change in Your Commission Rate.

    c. Commission Payment.     A Commission will only be paid if the User to the MVP Website is tracked from the time the User utilizes the MVP Affiliate Link to the time of sale through the LearnWorlds Website. No commission will be paid to You if the User cannot be tracked by MVP through the LearnWorlds Website. You are responsible for timely providing all payment information and tax documentation required of you by MVP to receive your Commissions. All commissions are paid through MVP, by MVP’s payment system and per MVP’s payment schedule. You will be issued an IRS 1099 for all sums paid as provided by the Internal Revenue Service and understand that MVP will not withhold any taxes from your Commission earnings. You understand and agree that You are required to file tax returns and pay taxes in accordance with the applicable laws of the United States and Your state of residence. You agree that You are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Your participation in the MVP Affiliate Program.
    i. Commission Deduction Events.(1) “Commission Deduction Event” is defined as any event, dispute, or incident related to an Order from the MVP Website by a User which results in or is related to credit card fraud, bad debts, cancellations, chargebacks, and credits for returned Products. (2) ORDERS WHICH RESULT IN A COMMISSION DEDUCTION EVENT ARE NOT ELIGIBLE FOR COMMISSION ON SUCH ORDER. If a commission has been paid on such an order prior to MVP’s discovery of the Commission Deduction Incident’s occurrence, the total amount associated with any Commission Deduction Incident will be deducted in full from Your future commissions, at the sole discretion of MVP. All commissions are paid through My Vinyasa Practice, in accordance with the LearnWorlds Website’s Terms & Conditions of payment and pay system. The schedule of payment to You is at the sole discretion of the LearnWorlds Website. You agree that You are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Your participation in the MVP Affiliate Program. 

  8. Non-Exclusive Limited License and Use of MVP Marks. MVP grants You a non-exclusive, non-transferable, limited and revocable right under this MVP Affiliate Link Program Agreement to: (i) access the My Vinyasa Website through MVP Affiliate Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such MVP Affiliate Links, to use MVP logos, trade names, trademarks and similar identifying material (collectively "Marks"), solely for the purpose of selling products for MVP under the exclusive terms and conditions of this MVP Affiliate Link Program Agreement. You may not alter, modify, or change the MVP logos, trademarks or any other text content provided to You by MVP. If You see logos, trademarked items or text content that are not made available to You directly by MVP and You wish to use such materials on Your website, You may not use them without prior written permission from MVP. Permission is not to be construed as MVP giving You any legal ownership or rights to these logos, trademarks, or text content; MVP EXCLUSIVELY OWNS ALL INTELLECTUAL PROPERTY, MARKS, AND CONTENT REFERRED TO IN THIS NON-EXCLUSIVE, LIMITED LICENSE. MVP’s own use of any logos, trademarks, or text content in the display or marketing of MVP products does not automatically make it acceptable for You to assume usage of the same materials. ONLY materials directly made available from MVP to You for the purpose of selling products for MVP under the exclusive terms and conditions of this MVP Affiliate Link Program Agreement shall be acceptable for You to use. The rights granted to You pursuant to this section shall terminate upon the effective date of the termination of this Agreement.

  9. Publicity, Email, and Spam Policies. 

    a. Publicity. YOU UNDERSTAND AND AGREE THAT YOU SHALL NOT CREATE, PUBLISH, DISTRIBUTE, OR PERMIT ANY WRITTEN MATERIAL THAT REFERENCES MVP, WITHOUT FIRST SUBMITTING SUCH MATERIAL TO MVP AND RECEIVING OUR PRIOR WRITTEN CONSENT. Be careful about your advertising methods using Affiliate Content and the MVP Affiliate Link. MVP will not tolerate any forms of spam. 

    b. Restrictions on Use of MVP Affiliate Link by MVP Employees.     IN THE EVENT YOU ARE CHARGED WITH SPAMMING PRACTICES, YOU EXPRESSLY AGREE TO INDEMNIFY AND HOLD HARMLESS MVP FOR ANY LEGAL ACTION TAKEN AGAINST YOU OR MVP REGARDING THE SAME. YOU UNDERSTAND AND EXPRESSLY AGREE THAT MVP WILL NOT BE LIABLE FOR NOR FINANCIALLY RESPONSIBLE FOR ANY FINES OWED OR ANY OTHER CONSEQUENCES INCURRED BY YOU UNDER SUCH CIRCUMSTANCES. Additionally, all MVP Employees utilizing Affiliate links, may not utilize any mass company emails, direct distribution lists of existing students, internal communications, or the like for personal distribution of their direct Affiliate Link, and MVP will hear both sides of an email spam complaint, but MVP will remove an Affiliate before MVP will risk all Affiliates losing email privileges. IN THE EVENT YOU ARE CHARGED WITH SPAMMING PRACTICES, YOU EXPRESSLY AGREE TO INDEMNIFY AND HOLD HARMLESS MVP FOR ANY LEGAL ACTION TAKEN AGAINST YOU OR MVP REGARDING THE SAME. YOU UNDERSTAND AND EXPRESSLY AGREE THAT MVP WILL NOT BE LIABLE FOR NOR FINANCIALLY RESPONSIBLE FOR ANY FINES OWED OR ANY OTHER CONSEQUENCES INCURRED BY YOU UNDER SUCH CIRCUMSTANCES.

    c. Affiliate’s Affiliate Content Responsibilities, Affiliate Content Warranties, and Indemnification of MVP by Affiliate.     You will be solely responsible for the development, operation, and maintenance of your Affiliate Content. MVP shall have no responsibility for the development, operation, and maintenance of Affiliate Content. You hereby represent and warrant to MVP that your Affiliate Content does not and shall not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that Your Affiliate Content is not libelous, otherwise illegal, or in violation of the Content Restrictions of this Agreement. You must have express permission to use copyrighted and/or trademarked material owned by another party or other proprietary material. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MVP IF YOU USE COPYRIGHTED OR TRADEMARKED MATERIAL FROM ANOTHER PARTY OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY MATERIAL IN VIOLATION OF THE LAW. YOU FURTHER AGREE AND UNDERSTAND THAT MVP WILL NOT BE LIABLE FOR NOR FINANCIALLY RESPONSIBLE FOR ANY FINES OR OTHER CONSEQUENCES INCURRED BY YOU UNDER SUCH CIRCUMSTANCES.

  10. Confidentiality. You shall not at any time, directly or indirectly, disclose, divulge, or make use of any Confidential Information (“Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of MVP, including, without limitation, any customer, client, or vendor lists, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to MVP and including any information of others that MVP has agreed to keep confidential; provided that Confidential Information shall not include any information that has entered or enters the public domain through no fault of You) of MVP except as provided in writing by MVP or as required by law (after reasonable notice is provided to MVP and MVP is given the opportunity to take action against any legally required disclosure). Upon MVP’s request at any time for any reason, You shall immediately deliver to MVP all materials (including all soft and hard copies) in your possession with contain or relate to Confidential Information in the format required by MVP.

  11. Modification. MVP may modify any of the Terms & Conditions contained in this Agreement, at any time and in MVP ’s sole discretion. Notice of any change by email to your address on our records, or the posting on the MVP Website of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. All such modifications shall take effect 48 hours after MVP serves notice as provided above unless MVP indicates otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Affiliate Link Program Agreement. Your continued participation in the Affiliate Program and use of Your MVP Affiliate Link, following MVP’s posting of a modification notice or new agreement on the MVP Website, will constitute binding acceptance of such modification.

  12. Assignment, Severability, Enforceability, Interpretation. You may not assign this Agreement, by operation of law or otherwise, without MVP’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. MVP may assign this agreement at any time in MVP’s sole discretion. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, each such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law. MVP’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of MVP’s right to subsequently enforce such provision or any other provision of this Agreement; additionally, no delay or omission by MVP in exercising any right under this Agreement shall operate as a waiver of that or any other right. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authoring any of the provisions of this Agreement.

  13. Waiver & Release of Liability. YOU AGREE TO WAIVE, RELEASE, HOLD HARMLESS AND COVENANT NOT TO SUE MY VINYASA PRACTICE, LLC, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, FOR ANY CLAIM, DEMAND, OR CAUSE OF ACTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE MY VINYASA PRACTICE AFFILIATE LINK PROGRAM, OR MY VINYASA PRACTICE’S PERFORMANCE OF SERVICES OR OF ANY OTHER OBLIGATIONS RELATING TO THE AFFILIATE LINK PROGRAM AGREEMENT.

  14. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOU UNDERSTAND AND AGREE THAT MY VINYASA PRACTICE, LLC’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AFFILIATE LINK PROGRAM AGREEMENT AND THE MY VINYASA PRACTICE AFFILIATE LINK PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE INJURY, CLAIM, DEMAND, OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

  15. Indemnification. WITHOUT LIMITING AND IN ADDITION TO ANY OTHER INDEMNIFICATION PROVISIONS INCLUDED IN THIS AGREEMENT, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MY VINYASA PRACTICE, LLC, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES OR EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY FEES AND COSTS) OF ANY NATURE WHATSOEVER INCURRED OR SUFFERED BY MY VINYASA PRACTICE, LLC (COLLECTIVELY THE "LOSSES"), IN SO FAR AS SUCH LOSSES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF, ARE RELATED TO, OR ARE BASED ON (I) ANY CLAIM OR THREATENED CLAIM OF INFRINGEMENT ON THE RIGHTS OF ANY THIRD PARTY; (II) THE BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY YOU HEREIN; OR (III) OR ANY CLAIM RELATED TO YOUR AFFILIATE CONTENT OR YOUR USE OF THE MVP AFFILIATE LINK OR MVP MARKS PROVIDED TO YOU UNDER THIS AGREEMENT. 

  16. Affiliate Representations and Warranties. You hereby represent and warrant to MVP that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with the Terms & Conditions herein and that the execution, delivery and performance by you of this Agreement are all within your legal capacity and power; you have been duly authorized by all requisite action on your part; you require the approval or consent of no other persons; and your agreement to this Agreement neither violates nor constitutes a violation, default, or breach of (i) the provision of any law, rule, regulation, order, judgment, or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document, or instrument applicable to you or binding upon you.

  17. Disclaimers. MVP makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and MVP shall not have any liability to you or to any other person resulting from your or third-party use of the information.

  18. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT MVP 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 COMPETITIVE WITH YOUR AFFILIATE CONTENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MVP AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

  19. Governing Law, Venue, Forum, & Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without regard to its choice of law provisions. Any proceeding arising out of or relating to this Agreement shall be brought in Travis County in the State of Texas or any applicable federal court in the State of Texas. This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement between parties to waive any objections to jurisdiction, venue, or convenience of forum. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

  20. Entire Agreement. This Agreement constitutes the final and entire agreement of the Parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating hereto. 
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