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Jaylab Pro, Inc.
Affiliate Program Terms & Conditions

Updated: 3/16/21


These terms and conditions (“Agreement”) are agreed to by the person or entity (“Affiliate” or “you”) whose name and address appears in the application (“Application”) to participate in the Jaylab Pro, Inc. Affiliate Program (the "Program"), available through the Affiliate Program link on www.jaylabpro.com.  As a participant in the Program, and subject to the terms specified herein, Affiliate may receive compensation for promoting the products or services of Jaylab Pro, Inc. (“Jaylab Pro”) by using advertising messages (including, but not limited to, testimonials, endorsements, blogs, verbal statements, demonstrations, web sites, banner ads, links, and search engine optimization tools) (collectively, “Ads”) created and/or distributed by Affiliate.

A.    Effective Date; Termination. 
1.    The effective date of this Agreement shall be the date that Affiliate electronically submits its Application to participate in the Program, provided that this Agreement shall become null and void if Jaylab Pro denies Affiliate’s Application for acceptance into the Program for any reason.  Participation in the Program is subject to Jaylab Pro Inc’ prior approval. The account will stay inactive until the affiliate submits their W9 form, and submits their bank information. Jaylab Pro reserves the right to refuse or revoke acceptance of any Affiliate in the Program at any time, with or without cause.  Affiliate is responsible for immediately updating any information provided to Jaylab Pro through Affiliate’s Application to ensure that Jaylab Pro’ records for Affiliate remain current.

2.     Jaylab Pro may terminate this Agreement and Affiliate’s right to participate in the Program at any time, with or without cause, upon notice to Affiliate, which will be provided via email or any other practical means.  Termination is effective upon date of notice.  As of the date of termination, Affiliate will no longer be eligible to receive compensation from  Jaylab Pro.  Affiliate must return any web sites or marketing materials provided to Affiliate by Jaylab Pro, and/or Jaylab Pro will disable any such web sites or marketing materials.


B.    Compliance Requirements.
Affiliate represents and warrants that it will at all times comply with the requirements listed in this Section B:

1.    Compliance with Laws.  Affiliate shall use, display, distribute, and/or transmit the Ads in compliance with all applicable laws, regulations, and guidelines, including without limitation the Federal Trade Commission Act (“FTC Act”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Testimonials Guide”), and other federal and state consumer protection laws, regulations, and guidelines.

Affiliate agrees that whoever they email Jaylab Pro offers to have expressed consent (via opt-in only) to receive commercial electronic messages.  If their personal information is going to be disclosed for third party offers or joint ventures for marketing and/or communication purposes, affiliate agrees that they have obtained consent for this purpose.  The consents collected are to be retained in affiliates records and accessible for three years.  Affiliate agrees that you have a functioning unsubscribe mechanism present in all commercial electronic messages that meet the Canadian Anti-Spam Legislation (CASL) requirements.  Affiliate confirms that if you are going to disclose their information to third party offers or joint ventures for marketing and/or communication purposes that you are compliant with the CASL.

Affiliate agrees to indemnify and hold harmless Jaylab Pro, Inc. from any and all costs, losses and damages affiliate may suffer or pay as a result of any demand, claim, action or suit arising out of affiliate’s failure to be in compliance with the CASL.


2.    General Requirements.  All Ads created by Affiliate to promote Jaylab Pro products and services are subject to the following requirements and restrictions:
 
a.    Ads must not include content that is deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to comply with applicable federal and state consumer protection laws, regulations, and guidelines.
b.    Ads must not include any claim regarding the efficacy of any Jaylab Pro product or services, or any ingredients contained therein, unless the Affiliate possesses documented, competent and reliable evidence, in writing, to verify the truthfulness and support the factual accuracy of the claim.
c.    Ads must be content-based, not simply a list of links or advertisements published with the sole intent to make money from Jaylab Pro.

d.    Ads may not offer points, rewards, cash, prizes, contest entries, or other incentives to consumers in return for their response to any Ad.
e.    Ads must be fully functional at all levels, with no "under construction" sites or sections or blank pages.
f.    Ads must not spawn process pop-ups or use any downloadable application.
g.    Ads must not contain, promote, or have links to profanity, sexually explicit materials, hate material, libelous or defamatory material, degrading material, or material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Jaylab Pro, in Jaylab Pro’ sole discretion.
h.    Ads must not promote or reference illegal activities including, without limitation, the promotion of gambling, illegal substances, software piracy, or hacking.
i.    Ads must not be labeled as an “official site” or similar designation or include any other designation indicating the Ad is an “official” advertisement or web site of Jaylab Pro or its products or services.
j.    Ads must not infringe the personal rights, trademarks, copyrights, patent rights, service marks, trade dress, logos, publicity rights, or any other intellectual property right (collectively, “Marks”) of any third party.
k.    Ads must not use the Marks of Advertiser (without Advertiser’s prior written consent) or any other third party (i) within the text, graphics or other content of any Ad; (ii) as a search term, keyword, and/or metatag, including in the title, body, and URL or search engine results; (iii) as a keyword on any search engine; (iv) as a metatag, in keyword stuffing or in other hidden layers on any web site; or (v) to drive organic search results.
l.    Ads must not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
m.    Ads must not be a communication to a wireless device by text messaging in any form.
n.    Ads must not constitute advertising via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages).
o.    Ads must not include any “worm,” “virus” or other device that could impair or injure any person, entity, or equipment.

3.    Testimonials and Endorsements.  As used in this Agreement, an “Endorsement” means any Ad (including but not limited to Affiliate testimonials or endorsements, other consumer testimonials or endorsements, celebrity or expert endorsements, blogs, verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name, logo or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of a party other than Jaylab Pro.  The Affiliate or other party whose opinions, beliefs, findings, or experiences the Endorsement appears to reflect shall be referred to as the “Endorser” in subsection B(3).  Use of Endorsements is subject to the requirements below.  Jaylab Pro reserves the right to research, monitor and audit Affiliate’s use of Endorsements, and to determine, in Jaylab Pro’ sole discretion,  whether Affiliate is in compliance with these requirements. 

a.    Endorsements must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and may not convey an express or implied representation that would be deceptive if made directly by Jaylab Pro.
b.    Endorsements may not be presented out of context or reworded so as to distort in a material way the Endorser’s opinion or experience with the Jaylab Pro product or service.
c.    If the Endorsement represents that the Endorser uses a Jaylab Pro product or service, the Endorser must have been a bona fide user of it at the time the Endorsement was given.
d.    No Endorsement containing statements reflecting the objective experience of an individual or group on a central or key attribute of a Jaylab Pro product or service may claim that the experience is representative of what consumers will generally achieve.
e.    If the Endorser was or will be paid for his/her Endorsement, or there is or was any other material connection between the Endorser and Jaylab Pro, Affiliate must include in the Ad a clear and conspicuous disclosure, in close proximity to the Endorsement, that the Endorser has been or will be paid for his/her Endorsement or otherwise disclose the material connection between Endorser and  Jaylab Pro.   Examples of acceptable disclosures include:

•    “I may earn compensation for my review, promotion or mention of the Jaylab Pro Nutrition products discussed on this web site.”
•    “I have partnered with Jaylab Pro Nutrition to make these products available to you.”
f.    If an Endorsement represents, directly or by implication, that the Endorser is an expert, then the Endorsers qualifications must in fact give him/her the expertise that he/she is represented as possessing with respect to the endorsement. 
g.    Affiliate may use the Endorsement only as long as Affiliate has good reason to believe that the Endorser continues to subscribe to the views presented.
h.   Use of review sites for promotion or advertising is prohibited since the affiliate is compensated and it is not an unbiased review.
i.    Use of celebrities or other photos of individuals without express written consent is prohibited.

4.    Email.  If Affiliate distributes Ads by email, Affiliate shall:

a.    Remove from the transmission list any email address associated with any person who has previously requested not to receive commercial email solicitations from the “Sender” of the message, as that term is defined by the CAN-SPAM Act. 
b.    Remove from the transmission list any email address associated with a wireless domain name, as listed on the then-current list of wireless domains maintained by the Federal Communications Commission.
c.    Ensure that each email message includes (i) clear and conspicuous notice of the recipient’s right to opt-out of receiving future commercial messages from the Sender; and (ii) a functional electronic mechanism that the recipient can use to make such an opt-out request, in compliance with the requirements of the CAN-SPAM Act and Federal Trade Commission regulations and guidelines implementing the CAN-SPAM Act.
d.    Ensure that “subject” and “from” lines used in any email communications are truthful and non-misleading and do not otherwise violate the CAN-SPAM Act or any other federal and state consumer protection laws and regulations and do not infringe on the intellectual property rights of any third party.

5.    Compliance Monitoring.   Jaylab Pro audits every Affiliate’s Ads on a regular basis. Notwithstanding the foregoing, Jaylab Pro has no obligation monitor all Affiliate Ads and is not responsible for Affiliate’s failure to comply with this Agreement.  Affiliates that Jaylab Pro determines, in its sole discretion, are in violation of this Agreement, will have their account permanently removed from the Program and will not be compensated.

6.  Online Sales.   JayLab Pro prohibits affiliates from selling any JayLab Pro products on any alternative shopping site including, but not limited to Amazon, Ebay, etc.  JayLab Pro’s coupons or discounts, or special offers (no shipping), ensures that our affiliates’ customers receive the best prices available. Also once an affiliate’s customer has opted in to receive reports or information through the affiliate’s JayLab Pro link or the affiliate’s customer places an order through their affiliate’s link, JayLab Pro steps up and promotes to that customer and does the marketing for that affiliate.  This allows an affiliate to do what they do best as a health and fitness professional, which is providing personalized service to their customers.  Unlike some of these shopping sites, an affiliate’s customer will benefit from JayLab Pro’s first class customer service so an affiliate and their customers always receive the best customer service.

However, you may upload your JayLab Pro affiliate link, promotion, marketing piece, newsletter, etc. to your own website, Facebook, Google, etc. which ensures that a customer is directed to your JayLab Pro store.  All promotions must be in compliance with the General Requirements section of this affiliate agreement.


C.     Payment

1.    Jaylab Pro will pay Affiliate a commission (“Commission”) up to thirty percent (30%) of the retail price for all sales of product to consumers resulting from dissemination or distribution of an Affiliate Ad, exclusive of shipping, handling, taxes, and any other charges related to the sale of the product.  The commission amount does vary by product.  If the retail price has been discounted, Commission will be paid on the discounted price.  For products sold on a recurring, continuity basis, Jaylab Pro will pay Commission for each purchase made on the recurring, continuity basis.  Products purchased by Affiliate at wholesale or for personal use are not eligible for Commission.  To track sales eligible for Commission, you can log-on to its account at: www.jaylabpro.com/business_owners.

2.    Jaylab Pro calculates Commission due to Affiliates twice per month, for sales made from the 1st to the 15th of the month and sales made from the 16th to the end of the month (each period, a “Reporting Period”).  Jaylab Pro will make every effort to pay you the Commission due for a Reporting Period within 15 days following the end of the Reporting Period; however, Jaylab Pro, Inc is not bound to make payments by this deadline.  We will also not release commission payments until your balance is $25 or higher.  If you have questions about transactions eligible for Commission or dispute Jaylab Pro’ reports regarding sales eligible for Commission, you must contact Michelle Isles at Jaylab Pro at trainersupport@jaylabpro.com within three (3) business days following the end of the Reporting Period.  Jaylab Pro will work with you in good faith to resolve any such dispute; however, Jaylab Pro shall make the final determination as the resolution of all disputes.  Unless otherwise arranged with Jaylab Pro and confirmed in writing, payments to you will be made via direct deposit to the banking account you have on file with Jaylab Pro.  You may log-on to your affiliate account at : www.jaylabpro.com/business_owners and use the “Direct Deposit Bank” link to update this information.

3.   As stated in Section A Effective Date; Termination and under item 1., Affiliate is responsible for immediately updating any information provided to JayLab Pro through Affiliate’s Application to ensure that JayLab Pro’s records for Affiliate remain current.  If JayLab Pro has been notified that Affiliate’s bank information or means that JayLab Pro uses to pay commissions to Affiliate has changed, JayLab Pro will notify Affiliate one time through Affiliate’s email address and through the phone number that is listed in Affiliate’s account.  If the information is not updated and JayLab Pro is contacted in the future by Affiliate regarding non-payment of commissions, JayLab Pro will consider for payment any commissions earned within one year after the date of JayLab Pro’s attempted contact with affiliate.  Any commissions earned before that one year, will be forfeited.

IMPORTANT NOTICE FOR ALL US CITIZENS:

We only pay commissions via direct deposit and you MUST fill out a W9 before receiving any commissions.



D.    Use of Sub-Affiliates.


1.    Affiliate agrees not to broker or resell Ads, or otherwise engage or arrange for other parties (“Sub-Affiliates”) to distribute Ads without express written permission from Jaylab Pro, which may be withheld for any reason.  Affiliate’s failure to comply with the preceding provision will result in (a) Affiliate automatically forfeiting the right and claim to any revenue generated for its account, (b) immediate termination of Affiliate’s participation in the Program, and (c) sole liability to Jaylab Pro for all damages related to such breach.  

2.    If  Jaylab Pro approves Affiliate’s use of Sub-Affiliates, Affiliate (a) must require each Sub-Affiliate to agree in writing to terms and conditions substantially similar to the Compliance Requirements set forth in Section B of this Agreement, and (b) remains solely responsible and liable to Jaylab Pro for all of the actions (or failure to act) of any such Sub-Affiliate or any other parties working with, for, or under such Sub-Affiliate.  Affiliate must keep records of all Sub-Affiliates and Ads distributed by Sub-Affiliates during the term that this Agreement remains effective and for a period of at least two (2) years thereafter.  Affiliate must immediately comply with any demand by Jaylab Pro to terminate any Sub-Affiliate from distributing Ads.


E.    Disclaimer of Warranties; Limitation of Liability.


1.    JAYLAB PRO PROVIDES THE PROGRAM ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Jaylab ProMAKES NO WARRANTIES, GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. JAYLAB PRO DOES NOT WARRANT OR GUARANTEE SALES, CONVERSION RATES, COMMISSION RATES, AD RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES.  ALL SERVICES ARE CONTINGENT UPON JAYLAB PROS ABILITY TO PROCURE NECESSARY ON-LINE AND OTHER COMMUNICATIONS ACCESS AND JAYLAB PRO, INC IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. JAYLAB PRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

2.    EXCEPT AS EXPRESSLY PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION AND CONFIDENTIALITY, UNDER NO CIRCUMSTANCES SHALL JAYLAB PRO BE LIABLE TO AFFILIATE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED HEREIN. JAYLAB PRO SHALL NOT IN ANY EVENT BE LIABLE TO AFFILIATE FOR MORE THAN THE AMOUNT PAID TO AFFILIATE HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST JAYLAB PRO MORE THAN ONE YEAR AFTER THE DATE OF THE EVENT THAT GAVE RISE TO THE ACTION, SUIT, OR PROCEEDING.

H.     Indemnification.
Affiliate hereby agrees to indemnify, defend, and hold harmless Jaylab Pro and its respective officers, agents, affiliates and employees from and against all claims, causes of action, suits, liabilities, damages, costs, expenses and fees (including attorneys fees) arising out of or related to: (a) a claim for libel, defamation, violation of rights of privacy or publicity, intellectual property infringement or misappropriation, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Affiliate’s Ads; (b) any material breach by Affiliate of any provision of this Agreement or any misrepresentation of Affiliate hereunder; (c) any inaccuracies or omissions contained in Affiliate’s Application, or (d) any acts or omissions of any Sub-Affiliate or any other parties working with or under such Sub-Affiliate related to this Agreement (as applicable).  Jaylab Pro shall have the right to participate fully, at its own expense, in the defense of any action for which indemnity is sought. If a dispute arises over whether Jaylab Pro, Inc is so entitled to indemnification, then Jaylab Pro shall be free, without prejudice to any of Jaylab Pro rights hereunder, to compromise and defend such action. Any compromise or settlement of any action for which indemnity is sought shall require the prior written consent of both parties hereunder; such consent will not be unreasonably withheld or delayed.

I.    General Provisions.
1.    Relationship of Parties.  For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.

2.    Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.

3.    Mutual Representations. Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and each party has obtained all licenses, authorizations, consents or permits required to perform its obligations under this Agreement and to conduct its business.

4.    Severability.  If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

5.    Entire Agreement; No Waiver.  This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein.  No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

6.    Governing Law.  This Agreement will be governed by and construed under the laws of the State of Missouri without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in a court of competent jurisdiction in the State of Missouri, and Affiliate irrevocably consents to the jurisdiction of such courts.

7.    Confidentiality.  Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.

8.    Entire Agreement; Modifications.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement.  Jaylab Pro reserves the right to change any condition of this Agreement at any time, in which case notification may be provided to Affiliates but is not required.  Affiliate is responsible for checking for updates to this Agreement regularly.  Affiliate’s continued use of or participation in the Program after any such updates are posted constitutes Affiliate’s agreement to the changes.

9.    Notices.  All notices to be sent to: Jaylab Pro, Inc., 2025 Zumbehl Road PMB13, St. Charles, MO 63303.  Attn: Michelle Isles or by e-mail to trainersupport@jaylabpro.com.