MY VINYASA PRACTICE, LLC
MVP AFFILIATE LINK PROGRAM AGREEMENT 

Last Modified and Updated on 8/21/24
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 OR BY EMAILING YOUR APPLICATION DIRECTLY TO MVP, 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 CHECKBOX BUTTON ON THE AFFILIATE APPLICATION, A SUBMIT BUTTON ON THE AFFILIATE APPLICATION, OR YOUR EMAIL COMMUNICATION(S) TO MVP IN CONNECTION WITH 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, You and MVP 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. Notices & Communications. You agree to conduct all notices and communications with MVP in the English language. You agree to accept all notices, communications, documents, and the like via the email address provided by You in your Application. You further agree to accept notices, communications, documents (such as tax documentation) and the like, as deemed necessary by MVP, via mail to the physical address provided by You in Your Application. You agree to keep your email address and physical address current with MVP and shall notify MVP in writing via email at marketing@myvinyasapractice.com of any change to your email address or physical address within twenty-four (24) hours of such change. Your communications, notices, documents, and the like sent to MVP shall be directed to MVP via email at nina@myvinyasapractice.com or, as necessary or as required by MVP, to the physical address provided for MVP in this Agreement. Unless stated otherwise in this Agreement, all notices or other communications given or made arising out of or in connection with this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed e-mail if sent during normal business hours of the recipient (or if sent after normal business hours of the recipient, then on the next business day); (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. 

  3. 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 to MVP at the following email address: marketing@myvinyasapractice.com. Notwithstanding any other provision of this Agreement, this Agreement may also be terminated solely by MVP for any reason or without cause at any time, without notice, in its sole discretion. Upon Termination of this Agreement by either You or MVP, all provisions herein regarding indemnification, warranty, limitations of liability, confidentiality, protection of proprietary rights, protection of intellectual property, governing law, venue, jurisdiction, alternative dispute resolution, waiver of jury trial, and any other provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose shall so survive the termination of this Agreement.

    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. If this Agreement is terminated for any other reason or without cause, 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.

  4. 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, in compliance with MVP’s instructions to you for submission. You agree to provide your full legal name, a valid email address, a valid physical address, and all other information requested by MVP in the completion of Your Application.

    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 MVP 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 (collectively, “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 (collectively, “Affiliate Content”) includes (but is not limited to) or incorporates 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 Applicant Content or 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 at any time, 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 as an Affiliate 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. If You are approved as an Affiliate, You expressly agree to provide any additional information as requested by MVP, in the timeframe directed by MVP, that is required to effectuate the Terms & Conditions of this Agreement. Your failure to provide such requested information may result in the Termination of this Agreement by MVP. 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 Affiliate’s 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 Account referenced below. Once You have been approved as an Affiliate Your continued right to participate in the My Vinyasa Practice Affiliate Program is expressly conditioned upon your ongoing compliance with this Agreement. If you violate the Terms & Conditions of this Agreement, in addition to and without limiting any other rights MVP has under these Terms & Conditions (including but not limited to termination of this Agreement), MVP may temporarily or permanently suspend Your Affiliate access to the MVP Affiliate Program at any time, without notice, at MVP’s sole discretion.

    d. Your Responsibility to Set Up a LearnWorlds Account Once Approved as an Affiliate. Once you are approved as an Affiliate of MVP, 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. MVP utilizes LearnWorlds to provide You access to your MVP Affiliate Program features, including but not limited to tracking Sales and Commissions. 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. 

  5. Use of MVP Affiliate Links. As an Affiliate, MVP will provide You with an exclusive and unique MVP Affiliate Link to the MVP Website in accordance with the Terms & Conditions of this Agreement. 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 MVP AFFILIATE LINK 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 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 (“Third Party” is defined for purposes of this Agreement as any individual person or legal entity other than You or MVP) makes to the MVP Affiliate Link or related HTML Code. You understand, agree, and warrant that You will not use the MVP Affiliate Link for any illegal or unauthorized purpose. IN THE EVENT YOU ARE CHARGED WITH ANY CLAIM RELATED TO THE ILLEGAL OR UNAUTHORIZED USE OF YOUR MVP AFFILIATE LINK, INCLUDING BUT NOT LIMITED TO 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. 

  6. Affiliate Compliance. 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 ALL APPLICABLE LAWS (“Applicable Laws” is defined for purposes of this Agreement as all applicable federal, state, and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits, and other duly authorized actions of any government authority), AS WELL AS THE RULES AND REQUIREMENTS OF THE FEDERAL TRADE COMMISSION (“FTC”), INCLUDING BUT NOT LIMITED TO ALL FTC TRANSPARENCY AND MATERIAL DISCLOSURE REQUIREMENTS. FURTHER, YOU UNDERSTAND, AGREE, AND WARRANT THAT ALL PERSONAL DATA (INCLUDING BUT NOT LIMITED TO THE PERSONAL DATA OF USERS) OR OTHER DATA OR MATERIAL THAT YOU PROVIDE TO MVP HAS BEEN LEGALLY COLLECTED AND PROVIDED IN ACCORDANCE WITH ALL APPLICABLE LAWS. 

  7. 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 and You set up the Learnworlds Account specified by these Terms & Conditions. 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.

  8. MVP Product Policies. 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 its 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. MVP Product prices and MVP Product availability may vary from time to time. Because MVP’s price changes may affect items that You already have listed in Your Affiliate Content, You will be solely responsible for maintaining the correct current prices and MVP Product information on Your Affiliate Content at all times. MVP will use commercially reasonable efforts to present accurate information, but MVP cannot guarantee the availability of any MVP Product or price of any particular MVP Product. Any failure to keep Your pricing and MVP Product information accurate will not be the responsibility of MVP, and MVP will not honor any misrepresentation regarding MVP Products You make, including but not limited to the pricing of MVP Products or availability of MVP Products, whether inadvertent on Your part or not, to Users.

  9. 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 Affiliate Link (“Commission Rate”). MVP will notify You of Your 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.

    d. Commission Deduction Events. A “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. 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. 

  10. 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 MVP Products 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 MVP 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.

  11. Non-Exclusive, Unlimited, Royalty-Free License and Use of Affiliate’s Name, Logo, and Service Marks. You agree that MVP may identify You as an MVP Affiliate and may use your name or logo solely for such purpose in its marketing materials, and You grant MVP a worldwide, non-exclusive, unlimited, and royalty-free license to use Your name, logo, and service marks in connection with the MVP Affiliate Program and this Agreement.

  12. Updates, Removal, & Investigation of Affiliate Content. You agree to use, and regularly update your Affiliate Content with, the most current MVP Product Information from the MVP Website, including but not limited to pricing, descriptions, and features of MVP Products (“MVP Product Information”) in your Affiliate Content, and You will not make any representations about MVP Products that are inconsistent with such MVP Product Information. You agree and warrant that You will not make any false statements, misleading statements, or misrepresentations regarding MVP Products in Your Affiliate Content or otherwise. Be careful about your advertising methods using Affiliate Content and the MVP Affiliate Link. MVP will not tolerate any forms of spam. You agree to remove or disable any of Your Affiliate Content related to MVP Products immediately upon MVP’s request. You agree to provide MVP with all documents and information reasonably requested of you by MVP, in the format specified in MVP’s request, within three (3) business days of the request to investigate unauthorized, illegal, or fraudulent activity connected with Your MVP Affiliate Link or Your Affiliate Content. 

  13. Affiliate Content Responsibilities and Affiliate Content Warranties. 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 warrant and represent that your Affiliate Content is, and shall at all times be, in compliance with all Applicable Laws and the FTC rules and regulations. 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 or any of the Terms & Conditions of this Agreement. You must have express permission to use copyrighted or trademarked material owned by another party or other proprietary material. You further represent and warrant that You: (1) will not participate in cookie stuffing or pop-ups; (2) will not use or create any false, deceptive, or misleading links or Affiliate Content; and (3) will not use fraudulent mechanisms to generate traffic, including but not limited to using fake redirects or tother tools or automation software, or offering non-approved incentives to encourage purchases. 

  14. 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, and follow any other instructions from MVP regarding the same. 

  15. 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 email address on MVP’s 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 immediately upon MVP’s provision of notice unless MVP indicates otherwise. If any modification is unacceptable to you, your only recourse is to terminate this MVP Affiliate Link Program Agreement in accordance with the Terms & Conditions of this Agreement. Your continued participation in the Affiliate Program or contiuned use of Your MVP Affiliate Link, following MVP ’s provision of notice either by email or the posting on the MVP Website of a change notice or a new agreement, constitutes Your binding acceptance of such modification. 

  16. 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.

  17. 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 FROM OR 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 THIS AGREEMENT.

  18. Limitation of Liability. MVP, its officers, directors, employees, agents, affiliates, successors and assigns SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, FOR DAMAGES OF ANY KIND (including but not limited to indirect, incidental, special, punitive, exemplary, or consequential damages, lost profits, loss of use or loss of data, personal injury, fines, fees, penalties or other liabilities) whatsoever arising from or related to this Agreement, Your use of Your MVP Affiliate Link, or your participation in the MVP Affiliate Program. YOU UNDERSTAND AND AGREE THAT THE TOTAL AGGREGATE LIABILITY OF MVP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF YOUR MVP AFFILIATE LINK, OR YOUR USE OF THE MVP AFFILIATE PROGRAM FOR ANY PURPOSE WILL NOT EXCEED THE AMOUNT OF COMMISSIONS ACTUALLY PAID TO YOU BY MVP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE INJURY, CLAIM, DEMAND, OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  19. 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 REASONABLE 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) YOUR USE OF THE MVP AFFILIATE LINK; (II) YOUR AFFILIATE CONTENT; (III) YOUR PARTICIPATION IN THE MVP AFFILIATE PROGRAM OR USE OF THE MVP AFFILIATE PROGRAM FOR ANY PURPOSE; (IV) YOUR BREACH OF ANY TERM OF THIS AGREEMENT, INCLUDING BUT NOT LIMTED TO YOUR BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY YOU HEREIN; OR (V) YOUR VIOLATION OF ANY APPLICABLE LAW (INCLUDING BUT NOT LIMITED TO ANY PRIVACY LAW OR INTELLECTUAL PROPERTY LAW) OR ANY THIRD PARTY RIGHT (INCLUDING BUT NOT LIMITED TO ANY PRIVACY RIGHT OR INTELLECTUAL PROPERTY RIGHT). This Indemnification obligation will survive the termination of this Agreement, your use of the MVP Affiliate Link, and your participation in the MVP Affiliate Program. 

  20. Affiliate Representations and Warranties. You hereby represent and warrant to MVP that this Agreement has been duly and validly executed and delivered by you in accordance with the Terms & Conditions of this Agreement, 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.

  21. Warranty Disclaimer. YOUR PARTICIPATION IN AND USE OF THE MVP AFFILIATE PROGRAM IS AT YOUR OWN RISK. EXCEPT WHERE PROHIBITED BY LAW, THE MVP AFFILIATE PROGRAM IS PROVIDED “AS-IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MVP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE MVP AFFILIATE PROGRAM, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, COMPLETENESS, ACCURACY, OR NON-INFRINGEMENT. MVP DOES NOT WARRANT THAT THE MVP AFFILIATE PROGRAM WILL: (I) MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (IV) BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, OR SAFE. 

  22. 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.

  23. 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. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THEREFORE YOU AND MVP EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU OR MVP MAY HAVE TO A TRIAL BY JURY IN RESPECT TO 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.

  24. Dispute Resolution. You and MVP agree that, except in the case of Temporary Restraining Order(s) (emergency or otherwise), Temporary Injunction(s), or Permanent Injunction(s), prior to seeking any court intervention for any civil dispute between You and MVP, You and MVP will attend mediation with a certified mediator located in Travis County, Texas or as necessary, in any county contiguous to Travis County, Texas, who specializes in the area of law to which the civil dispute pertains, to attempt to settle such dispute(s). You and MVP will evenly split the cost of mediation, each paying fifty percent (50%) of the cost of mediation directly to the mediator in accordance with the mediator’s instructions. You and MVP will endeavor to attend mediation within sixty (60) days of the written invocation of this Dispute Resolution Clause by either You or MVP. If You and MVP cannot agree to a mediator, either You or MVP may seek court intervention for the limited purpose of appointing a mediator. 

  25. Entire Agreement. This Agreement constitutes the entire agreement between you and MVP with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating hereto. 
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