BeliteWeight Membership Agreement
We are delighted to invite individuals and entities like yourself to explore the many opportunities within our Membership Program. Your decision to join or attempt to join us mandates a commitment to adhere to the principles and stipulations outlined in this Membership Operating Agreement (the “Agreement“). By choosing to register or engage with the Membership Site, you are not just joining; you are embracing the ethos of our community, inclusive of the comprehensive Program Policies laid out in Section 12. These policies, seamlessly integrated into this Agreement, set the framework for our collaboration. They encompass essential guidelines and statements, including our Membership Program Participation Requirements, Membership Program Commission Income Statement, and Membership Program Trademark Guidelines. We encourage you to peruse these documents diligently, ensuring a harmonious and prosperous journey within our membership ecosystem.
- Description of the Membership Program
The Membership Program offers you the unique opportunity to channel the power of your transformation by showcasing your own before/after photos or videos (from now on referred to as your “Site”). You are invited to enhance your Site by integrating:
- Special Links that lead to a personalized inquiry page crafted by BeLiteWeight, or, as specified by local agreements, to alternative sites encompassed within the Membership Agreement (each, a “BeLiteWeight Site”).
- A distinctive Membership ID, designed to streamline the referral process for prospective members.
These Special Links are not just ordinary connections; they are gateways crafted with precision, adhering to our specified formats and the foundational principles of this Agreement.
Your role in directing potential clients toward the BeLiteWeight Site through these Special Links is both instrumental and rewarding. When customers engage with these links to explore the services on the BeLiteWeight site or take related actions, you stand to earn monetary rewards for verified inquiries and procedures. The specifics of these rewards, including the terms and conditions, are meticulously detailed in the Belite Membership Program Commission Income Statement.
To support your promotional activities, we provide a spectrum of resources: data, images, text, tailored link formats, widgets, links, marketing materials, and a suite of linking tools, including application program interfaces and other relevant information associated with the Membership Program (collectively, “Program Content”). It’s essential to understand that Program Content is exclusively related to the BeLiteWeight Site. Therefore, using any data, images, text, or other content related to surgical or product offerings from sites other than the BeLiteWeight Site is strictly prohibited. Moreover, it is of utmost importance that you use only your images or those explicitly supplied by BeLiteWeight for promotional purposes.
- Membership Program Compliance Requirements
Your participation in the Membership Program and eligibility for cash rewards hinge on your steadfast adherence to this Agreement. You must respond promptly and thoroughly to our requests for information to confirm your compliance with this Agreement.
Should you deviate from the terms of this Agreement or the stipulations of any other relevant BeLiteWeight marketing agreement, be aware that we hold the authority, in addition to our other legal rights and remedies, to unconditionally halt (in compliance with applicable laws) the disbursement of any commission income that would otherwise be due to you under this Agreement. This measure is valid regardless of whether the non-compliance is directly related to the potential commission income. Moreover, this action can be undertaken without prior notification and does not limit BeLiteWeight’s entitlement to seek recovery of damages that may surpass the withheld amount.
- BeLiteWeight Customers
Our customers are not, by virtue of your participation in the Membership Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer surgeries, orders, customer service, and product sales set forth on the BeLiteWeight Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with BeLiteWeight or the surgeons, you will state that those customers must contact BeLiteWeight directly to address any customer service issues.
By engaging with the Membership Program, you affirm, guarantee, and commit to the following:
- a) Your participation will be a testament to diligence and integrity, ensuring that your Site is curated, sustained, and operated in harmony with the essence and specifications of this Agreement.
- b) Your involvement in the Membership Program and the management of your Site will stand as a model of compliance, adhering to every relevant local and international law, regulation, guideline, and standard that governs your activities.
- c) Your capacity to enter into this Agreement is clear and unencumbered, asserting that you possess the legal authority to form binding contracts.
- d) Your choice to participate in the Membership Program stems from an independent assessment of its merits, uninfluenced by any assurance or declaration beyond what is explicitly outlined in this Agreement.
- e) You will maintain a stance of integrity, refraining from participation in the Membership Program or any related Service Offerings if you fall under the shadow of U.S. sanctions or equivalent sanctions in line with U.S. law, as imposed by the country’s authorities.
- f) You will navigate and comply meticulously with all pertinent U.S. export and re-export restrictions and any comparable non-U.S. regulations, ensuring that your activities align with international standards concerning goods, software, technology, and services.
- g) The information you provide in association with the Membership Program will be the epitome of accuracy and completeness, with a commitment to keep it up-to-date. You can effortlessly refresh your details by logging into your account on the Membership Site and navigating to “Account Settings”.
While we provide the platform and the opportunity, it’s important to note that we do not offer guarantees or assurances regarding the volume of traffic or the potential commission income you may generate through the Membership Program. As such, we will not be responsible for any actions that you undertake based on your expectations of possible earnings.
- Identifying Yourself as an Individual
You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where BeLiteWeight may authorize your display or other use of Program Content: “As a BeLiteWeight Membership Patient Facilitator I may earn cash reward from qualifying inquiries/surgeries.” Except for this disclosure, and other than as required by applicable law, you will not make any public communication with respect to this Agreement or your participation in the Membership Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
- 6. Vendors and Distributors
We are currently engaged in bringing in several major vendors who would offer a large discount to Belite Members for purchases
- Term and Termination
Commencing this Agreement aligns with the approval of your registration for, or engagement with, the Membership Site. Both you and we can conclude this Agreement at any moment, with or without a specific reason (instantaneously and bypassing court intervention, if the law permits), by extending a written termination notice to the other party. It’s important to note that the termination will take effect seven calendar days from the notification date. Should you choose to terminate, you may convey your decision via email to firstname.lastname@example.org.
Moreover, certain conditions may prompt us to conclude this Agreement or pause your account immediately upon delivering a written notice to you. These conditions include:
- a) Your significant deviation from the terms of this Agreement.
- b) Your inability to rectify any breach of this Agreement (or any Program Policy) within seven days following our notification.
- c) We anticipate potential claims or liabilities arising from your engagement in the Membership Program.
- d) Concerns that your actions may negatively impact our brand or reputation.
- e) Evidence suggesting your involvement in the Membership Program has been deceitful, fraudulent, or unlawful.
- f) Situations where we might be obligated to adhere to tax collection norms due to this Agreement or the activities it encompasses.
- g) Previous terminations of this Agreement (or your account suspension) concerning you or entities we believe are connected with or acting in concert with you.
- h) The discontinuation of the Membership Program as a whole.
For clarity, and without limiting those above, any infringement of Section 5 or stipulations outlined in the Program Policies will be regarded as a substantial breach of this Agreement.
Post-termination, we may retain any unpaid cash reward income for an adequate period to ensure accurate payment calculation, taking into account potential cancellations or returns.
Upon the termination of this Agreement, all conferred rights and obligations cease to exist, including any licenses granted under this Agreement. However, the rights and responsibilities detailed in Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and those specified in the Program Policies and any due but unsettled payment obligations will persist beyond the termination.
It’s imperative to understand that concluding this Agreement does not absolve either party of accountability for any infringements or accrued liabilities under this Agreement before its termination.
The entirety of our Membership Program, encompassing the BeLiteWeight Site, the array of products and services showcased therein, the meticulously designed Special Links, Link Formats, Content, the nuanced realm of Product Advertising, our distinct Product Advertising Content, as well as our and our affiliates’ revered domain names, trademarks, and logos—including the iconic BeLiteWeight “Man” logo—alongside the sophisticated tapestry of technology, software, functionalities, materials, data, images, text, and the rich spectrum of intellectual property rights, information, and content furnished or utilized by us or on behalf of our affiliates or licensors in concert with the Membership Program (collectively referred to as the “Service Offerings”), are delivered to you in their most authentic and available form. It’s crucial to acknowledge that neither we, our affiliates, our licensors, nor our surgeons make any form of guarantee or warranty concerning the Service Offerings, be it explicit, implicit, statutory, or otherwise.
Our commitment to authenticity means that the Service Offerings are devoid of any implied warranties, whether it’s regarding ownership, marketability, a particular level of quality, appropriate for a specific purpose, or non-infringement, as well as any warranties that might emerge from the course of dealing performance, or trade usage. We reserve the right to modify, cease, or alter the nature, features, functionalities, scope, or operation of any Service Offering at any given moment.
Furthermore, we, alongside our affiliates, licensors, and surgeons, do not warrant the perpetual provision, specific functionality, consistent or particular performance, uninterrupted service, precision, absence of errors, or the exclusion of harmful elements within the Service Offerings. We also absolve ourselves from any responsibility concerning (a) discrepancies, inaccuracies, viruses, malicious software, or interruptions in service, including power outages or system failures, or (b) any unsanctioned access to, or modification of, or damage to, your Site or any data, images, text, or other information or content.
It’s worth noting that no advice or information obtained by you from us or any other individual or entity or through the Service Offerings will forge any warranty not explicitly defined within this Agreement. Moreover, neither we nor our affiliates or licensors bear responsibility for any form of compensation, reimbursement, or damages about (x) potential profits or revenue, expected sales, goodwill, or other expected benefits, (y) any investments, expenditures, or commitments made by you in the wake of your participation in the Membership Program, or (z) any cessation or pause of your involvement in the Membership Program.
Notwithstanding the aforementioned, nothing within this Section 7 intends to dismiss or limit warranties, liabilities, or representations that are not permissible to exclude or restrict under the governing laws.
- Limitations on Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS OR SURGEONS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL REWARD INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND SURGEONS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY BELITEWEIGHT PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.
- Governing Law and Disputes
Any dispute relating in any way to the Membership Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for the applicable BeLiteWeight Site.
Any taxes and related obligations relating in any way to the Membership Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicable State/Country in which you reside.
- Additional Provisions
YOU MAY NOT MAKE YOUR OWN WEBSITE OR PARTICIPATE IN PAY PER CLICK ADVERTISING (IE, GOOGLE, YAHOO, ETC). WE ENCOURAGE YOU TO USE SOCIAL MEDIA.
YOU MAY NOT MAKE ANY CLAIMS OF EXPECTED WEIGHT LOSS FOR A POTENTIAL PATIENT. YOU MAY ONLY EXPRESS YOUR OWN EXPERIENCE WITH YOUR SURGERY.
We may send you emails relating to the Membership Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular BeLiteWeight customer clicked through a Special Link from your Site before inquiring or buying a product on the BeLiteWeight Site),(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant BeLiteWeight Privacy Notice as set forth on www.beliteweight.com.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under the Membership Program (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with an BeLiteWeight affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Associates Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
Any information relating to BeLiteWeight or any of its affiliates that we provide or make accessible to you in connection with the Membership Program that is not known to the general public or that reasonably should be considered to be confidential is BeLiteWeight’s “Confidential Information” and will remain BeLiteWeight’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and 5 years after termination.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
Notwithstanding anything to the contrary herein, nothing in this Agreement will, or will be interpreted or construed to, induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any party to this Agreement.
We hold the prerogative to evolve and refine the stipulations encapsulated in this Agreement, according to our sole judgment and discretion. Such modifications may manifest through the publication of an updated notice, a reformed Agreement, or an altered Program Policy on the Membership Site. Alternatively, we may opt to communicate these adjustments directly to you via email, directed to the primary email address currently linked with your Members account.
The implementation of these changes will be effective from the date specified in the notice. It’s important to note that, except for scenarios involving an increase in Standard Income from cash rewards and Special Cash Income, the effective date will not precede two business days from the issuance of the notice.
Your ongoing engagement with the Membership Program post the effective date mentioned in these modifications will be interpreted according to the acceptance of the changes. Should you find any of the amendments unsatisfactory, your sole recourse rests in terminating this Agreement, aligning with the protocols outlined in Section 6.
Schedule 1: Governing Law and Disputes
Schedule 2: Tax Provisions
Schedule 3: Additional Provisions
SCHEDULE 1: GOVERNING LAW AND DISPUTES BY BELITEWEIGHT SITE
In the spirit of fostering a harmonious and efficient resolution to any potential disputes arising in connection to the Membership Program or this Agreement, we embrace the process of binding arbitration as the preferred avenue for conflict resolution rather than traditional court proceedings. This preference is upheld except in instances where either party opts to navigate through small claims court, provided the claims adhere to the applicable legal standards. The framework of this Agreement, including any disputes that may sprout from it, will be governed and interpreted in line with the Federal Arbitration Act, federal arbitration laws, and the laws of California, with a deliberate omission of conflict of laws principles.
It’s essential to recognize that arbitration does not involve a traditional judge or jury, and the scope for court review of an arbitration outcome is notably constrained. However, this does not diminish the powers of an arbitrator vested with the authority to bestow comparable damages and relief as a court would, including injunctive and declaratory relief or statutory damages. In this role, the arbitrator is bound to honor the terms of this Agreement as faithfully as a court.
Before initiating an arbitration process, you must dispatch a written notification to us, detailing your intention to arbitrate and encapsulating the essence of your claim. This communication should be addressed to our registered agent at Weight Loss Services, 11 Indigo, Irvine, CA 92618. The ensuing arbitration proceedings will be conducted under the stewardship of the American Arbitration Association (“AAA”) and by its Commercial Arbitration Rules. For insights into the AAA’s regulations, you may visit www.adr.org or call 1-800-778-7879. The AAA’s Commercial Fee Schedule will dictate the financial responsibilities encompassing filing, administration, and arbitrator fees. Furthermore, both you and we concur that the outcome of the arbitration may be subjected to an appeal in line with the AAA’s Optional Appellate Arbitration Rules.
It’s crucial to underline our mutual Agreement that any dispute resolution endeavors will be executed strictly individually, deliberately distancing from class and consolidated or representative actions. In the rare scenario where a claim bypasses arbitration and lands in court, both parties willingly relinquish any entitlement to a jury trial, concurring that such claims may be heard exclusively in state or federal courts in Orange County, California.
In a departure from the clauses above, it’s acknowledged that both parties reserve the right to seek injunctive or other judicial relief in any competent state, federal, or national court to address any real or suspected violations of either party’s or any third party’s intellectual property rights. You additionally recognize and consent to the unique, intrinsic, and extraordinary nature of our rights in the Program Content, acknowledging that any loss of these rights transcends mere monetary valuation and may not be satisfactorily remedied through financial compensation alone.
SCHEDULE 2: TAX PROVISION BY BELITEWEIGHT SITE
In alignment with legal obligations, we retain the authority to subtract or have any taxes from the amounts payable to you under the Membership Program. This measure ensures compliance with the pertinent tax regulations.
There may be occasions when we will seek specific tax-related information from you. You must respond to these requests promptly and accurately. In instances where you do not furnish the requested tax details, we, while maintaining our array of rights and remedies, may opt to retain your cash reward income. This retention of funds will persist until you submit the necessary information or convincingly demonstrate that you do not fall under the category of individuals from whom we are legally mandated to withhold taxes. Your cooperation in these matters is appreciated and essential for the Membership Program’s smooth operation.
SCHEDULE 3: ADDITIONAL PROVISIONS (not covered in Section 12)
This Agreement marks your collaboration with BeLiteWeight, operating under the trade name of Weight Loss Services, Incorporated. The specifics of your commission payout are tailored based on your residency. For members residing in California, commissions are processed and disbursed by Weight Loss Services, Incorporated. Conversely, if your home is outside California, your commission payments will be handled by our affiliate, WLSS, Inc., a distinguished corporation based in Nevada. Regardless of the entity managing your commission, rest assured that all corporations involved are committed to upholding the terms and conditions set forth in this Agreement, ensuring a unified standard and approach across all our operations.