Therabody Network Terms and Conditions

 

Welcome! The following terms and conditions (the “Terms”) are made available by Therabody, Inc. and its affiliates (“Therabody”, “we,” “our,” or “us”). By participating in the Therabody Network program (the “Program”), you acknowledge and accept these Terms and consent to the terms of Therabody’s Privacy Policy and the collection and use of your data in accordance with our Privacy Policy.  If you are participating in the Program on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms and that business accepts these terms.

 

In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your participation in the Program or to a service or product offered via the Program (in each such instance, and collectively, “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  Additionally, certain features and services made available through the Program from time to time may be governed by different terms of use.

 

1. Enrollment

 

After receiving your application, we will review the information you provided and notify you via email whether or not you are a good fit for the Program. Please allow up to 48 hours for your application to be reviewed. We reserve the right to reject any application at our sole discretion, however, we encourage you to contact us if you feel a decision is incorrect. As an approved member of the Program, you will have the opportunity to share a one-time ten percent (10%) discount code link (each, an “Affiliate Discount”) with your customers and clients in accordance with these Terms.  

 

2. Guidelines

 

As a condition to participating in the Program, you hereby acknowledge and agree that:

 

• You are a professional service provider in the field of medicine, physical therapy, chiropractic and/or wellness space, gyms, and are not bound by any rules or regulations, whether by employer, licensing agency, or anyone else, that prohibit you from participating in any referral programs or receiving referral payments.
• You must create an account in Tipalti pursuant to any instructions we provide within 45 days of being accepted into the Program. Failure to do so will result in forfeiture of your right to collect any commission based on the Affiliate Discount.
• You will not infringe on our or anyone else’s intellectual property rights, rights of publicity, privacy or other rights. 
• You will not violate or promote violations of any applicable laws, rules or regulations. 
• You will comply with all Federal Trade Commission (“FTC”) regulations and any other applicable laws. 
• You will not market or post your Affiliate Discount on any of our social media pages or publicize in any way your Affiliate Discount in an attempt to solicit customers on your behalf, except in the locations expressly authorized by Therabody. 
• You will not run paid ads or create a social media account that includes Therabody Marks (as defined below).
• Membership in the Program shall not constitute you as an agent, employee or legal representative of Therabody for any purpose. You will be deemed to be an independent contractor and shall have no authority to act or obligate Therabody in any way. 
• As a member of the Program, you agree to receive communications from Therabody as it relates to the Program, special offers, and your enrollment in the Program.  
• If you are conducting business in or taking orders from persons in other countries outside of the United States, you will follow the applicable laws of those countries. 

 

3.  Intellectual Property Guidelines

 

A. Right to Use Therabody Marks

 

The Therabody Marks (as defined below) are the exclusive property of Therabody and its affiliates throughout the world, and no right, title or interest therein is transferred by these Terms to you. Subject to the restrictions set forth in these Terms, we hereby grant you a limited, non-transferable, revocable, non-exclusive, royalty-free right to use the trademark, logo, trade name or other intellectual property of Therabody (the “Therabody Marks”) solely for the purpose of fulfilling your obligations in connection with the Program. Your right to use the Therabody Marks will terminate when your participation in the Program ends. You also agree that we reserve the right to inspect your use of the Therabody Marks to ensure that such use is aligned with our Brand Guidelines (as may be provided from time to time). We reserve the right to terminate your right to use Therabody Marks in our sole discretion. You will not modify, alter, reformat, or change any aspect of such Therabody Marks without Therabody’s prior review and express written approval. Except to offer and promote Therabody products to your customers for sale in accordance with the instructions provided by Therabody, you will not use the Therabody Marks for any other purposes and will not combine the Therabody Marks with any other trademarks, service marks, or logos. You will not apply for or seek registration, in any jurisdiction worldwide, whether as a trademark, domain name, trade name, or business name, any of the Therabody Marks. Any use of the Therabody Marks in connection with your trademarks, service marks, or logos will require our prior review and express written approval in all instances. Therabody retains exclusive right, title, and interest in and to the Therabody Marks.

 

B. Use of Therabody Content

 

As part of your participation in the Program, we may provide you with certain promotional assets, educational content and other Therabody materials that include certain Therabody Marks (the “Therabody Content”) to facilitate your promotional activities. All uses of Therabody Content, including education materials are subject to the prior approval of Therabody. All of the Therabody Content is protected by copyright. You will not modify, alter, reformat, or change any aspect of such Therabody Content without Therabody’s prior review and express written approval. Therabody hereby grants you a limited, non-transferable, revocable, non-exclusive, royalty-free right to display and use the Therabody Content for the sole purpose of fulfilling your obligations in connection with the Program. Your rights to the Therabody Content will terminate when your participation in the Program ends. We reserve the right to terminate your rights to the Therabody Content in our sole discretion. 

 

4. Commission Payment

 

As a member of the Program, you will receive a referral fee by the 15th day of the second month following the sale of Therabody products via the Affiliate Discount in accordance with these Terms. You will not receive a referral fee, credit or any compensation for any purchases by customers who do not make purchases using the Affiliate Discount, even if such customer purchased a Therabody product from Therabody’s website, physical locations, Amazon or other third-party resellers. The Affiliate Discount is not combinable with other promotions, sales, or discounts offered by Therabody.

 

Payment calculations exclude any amounts paid by the customer for shipping, handling, taxes, duties and similar charges. You are not permitted to purchase our products using your own Affiliate Discount. Such purchases will not qualify for any commissions, promos or bonuses run by our Program. In the event a customer requests a refund for a transaction for which you have earned commissions, any commissions earned on the refund amount will be deducted from your balance. You are responsible for and shall pay all state, federal, income, withholding and any other taxes for any commission or income you receive in connection with your participation in the Program.

 

All product prices are at the sole discretion of Therabody and may change at any time. All agreements relating to sales to customers will be between Therabody and the customer. 

 

5. Term

 

These Terms will apply for as long as you participate in the Program or until terminated in accordance with these Terms. You have the right to opt-out of the Program at any time. To opt out of the Program, please email network@therabodycorp.com.

 

Therabody may terminate these Terms or suspend your participation in the Program and your access to the services in connection therewith, including, but not limited to, the Affiliate Discount, at any time for any reason in its sole discretion. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Program or any feature or aspect of a Program. 

 

6. Representations and Warranties

 

You represent and warrant that: (i) you are eligible to register in the Program and have the right, power, and ability to enter into and perform under these Terms; (ii) any information you provide in connection with the Program, including, but not limited to, your business name, accurately and truthfully represents your business or personal identity under which you operate; (iii) you will comply with all federal, state and local laws, rules, and regulations applicable to you and/or your business; and (iv) your use of the Program will be in compliance with these terms. 

 

7. Limitations of Therabody’s Liability

 

To the extent permitted under any applicable law, under no circumstances will Therabody or its affiliates be responsible or liable for any loss or damages of any kind, including personal injury or death or for direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the Affiliate Discount. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

 

The Program and the Affiliate Discounts are provided as is without representation or warranty, whether it is express, implied or statutory. Without limiting the foregoing, Therabody specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. 

 

8. Indemnity

 

You hereby agree to defend, indemnify and hold Therabody and its affiliates harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand or proceeding made or brought against Therabody and its affiliates and their respective employees, directors and shareholders, arising out of or in connection with: (i) your enrollment in the Program and your activities in connection with the Program; (ii) your breach or alleged breach of these Terms or any Additional Terms; and (iii) your violation or alleged violation of any laws, rules regulations, or orders of governmental authorities. You will fully cooperate as required by Therabody in the defense of any of the foregoing claims and losses. Notwithstanding the foregoing, Therabody retains the exclusive right to settle, compromise and pay any and all such claims. 

 

9. Updates to Terms

 

These Terms (or if applicable Additional Terms), in the form posted at the time of your enrollment in the Program, shall govern such enrollment. As our Program evolves, the terms and conditions under which we offer the Program may prospectively be modified and we may cease offering the Program under these Terms or Additional Terms for which they were previously offered. You agree that we may notify you of other terms in any reasonable manner of notice which we elect, and that your enrollment in the Program after such notice constitutes your going forward agreement to the other terms.