GENERAL

The TrueForm Ambassador Program run through Refersion, is a program intended to reward our Affiliates for referring potential customers directly to the TrueForm site. Our community is dedicated to walking and running with great FORM whether that be as a beginner or an elite athlete; starting out, or returning from injury.

The program is not designed as a backdoor discount tool, nor to compete against our valued Wholesale Dealer Program.

Please note the following Rules to Live By alongside our Affiliate Agreement.

- For new affiliates, you may purchase [a] Trueform(s) for your own use through your personal link and portal, but we will not pay your commission until you have made three (3) successful referrals within your first 12 months. On the third, we will pay all three commissions in one go as a "rebate" and move you to our Standard Program where commissions will be paid monthly in arrears on qualifying purchases.

- Commissions are only paid on Retail products: TrueForm Runners and Trueform Trainers.

- Commissions will not be paid on already discounted products or where another commission program is in place (e.g. Gov-X)

AFFILIATE AGREEMENT

This TrueForm Independent Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Samsara Fitness Inc. (“Samsara” “Samsara Fitness” “TrueForm” "TrueForm Runner"), with an address of 8 Inspiration Lane, Chester, Connecticut, United States and the affiliate identified below ("Affiliate" "Independent Affiliate" “Independent Affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

1.     Services.

The TrueForm Independent Affiliate Agreement: Independent Affiliate agrees to provide to TrueForm under the terms and conditions of this Agreement, services (the “Services”) in connection with TrueForm's Refersion Affiliate Program (the “Program”). As part of the Services, Independent Affiliate will generate and post content (including, without limitation, text, videos, and images) regarding TrueForm brand and TrueForm products on Independent Affiliate’s dedicated TrueForm Web page (the “Affiliate Page”) and on Affiliate's Instagram Story, Instagram Page, Twitter, Facebook, TikTok, SnapChat, blog, YouTube, Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Affiliate agrees to:

 i.         Devote such of his/her time, resources, and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner

ii.         Comply with all applicable laws and regulations.

iii.         Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.

iv.         Provide and utilize his/her own equipment, tools, and other resources in performing the Services but TrueForm will provide to Independent Affiliate certain informational materials to facilitate the creation of Independent Affiliate's created content to his/her Affiliate Page and/or Social Channels (such templates and other materials are collectively referred to as the “TrueForm Materials”).

v.         Will be responsible for (i) creating and editing the Content and (ii) either emailing to TrueForm such Content to upload to the Affiliate Page or posting such Content on the Social Channels. All such Content that is uploaded to the Affiliate Page will be posted to the Affiliate Page subject to prior review by TrueForm. TrueForm has the right to remove any Content from the Affiliate Page.

vi.         It is understood and agreed that Independent Affiliate will be an independent contractor, is not and will not be considered an agent or employee of TrueForm (or any of its affiliates or related entities), and shall have no authority to bind TrueForm (or its affiliates or related entities) by contract or otherwise.

2.     Restrictions

Independent Affiliate agrees that they will not:

I.         Make any derogatory statements about TrueForm and/or TrueForm products

II.         Link to any third-party websites, other than the Social Channels, on the Affiliate Page or otherwise redirect visitors of the Affiliate Page to third-party websites

III.         Resell or distribute any TrueForm products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate Page

IV.         Promote TrueForm products, the TrueForm brand, or the Program and/or the Affiliate Page via any paid media channels

V.         Promote TrueForm products, the TrueForm brand, the Program and/or the Affiliate Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate

VI.         Engage in any fraudulent transactions, as reasonably determined by TrueForm, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control. 

3.     Compensation 

I.         In consideration for the Services, TrueForm will pay to Independent Affiliate a percentage of the Net Revenue (as defined in each offer) collected by TrueForm in accordance with the Commission Appendix below (the “Commission(s)”).

II.         For purposes of this Agreement, “Net Revenue” means gross fees received by TrueForm from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees.

III.         For purposes of this Agreement, “Qualifying Orders” means purchases of TrueForm product(s) via the Affiliate Page that are made by a method of payment accepted by TrueForm. The Commission is also only paid to Independent Affiliate if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the monthly payouts.

IV.         The Commission will be calculated solely based on records maintained by TrueForm using its standard methodologies. TrueForm will pay Independent Affiliate its Commission by the 30th day of the month following the month of order.

V.         Commissions due hereunder will be made by TrueForm to Independent Affiliate by TrueForm’s payment processor (“Payment Processor”), which, as of the Effective Date, is by check. Should TrueForm implement an alternative Payment Processor Independent Affiliate is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to TrueForm for purposes of receiving the payments set forth herein.

VI.         TrueForm is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by TrueForm, including without limitation any transactions originating from Affiliate 's IP addresses or computers under Affiliate's control.

4.     Confidentiality

i.         Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning TrueForm's business technology, business relationships or financial affairs which TrueForm has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by TrueForm from its customers or suppliers or other third parties.

ii.         Non-Disclosure and Non-Use Obligations. Independent Affiliate will not, at any time, without TrueForm 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of TrueForm, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of TrueForm. Independent Affiliate will cooperate with TrueForm and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information.

iii.         Independent Affiliate will deliver to TrueForm all copies of Confidential Information in Independent Affiliate's possession or control upon the earlier of a request by TrueForm or termination of this Agreement for any reason.

iv.         Information of Third Parties. Independent Affiliate understands that TrueForm is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require TrueForm to protect or refrain from use of Confidential Information. Independent Affiliate agrees to be bound by the terms of such agreements in the event Independent Affiliate has access to such Confidential Information.

5.     Intellectual Property Rights

i.         Content License: Independent Affiliate hereby grants to TrueForm and its subsidiaries, affiliates, licensees, agents, representatives, successors, and assigns: Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Affiliate in section 2 hereof.

ii.         Independent Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Affiliate’s promotional purposes, in any and all media now known or hereafter developed.

iii.         With respect to Content which portrays Independent Affiliate’s face, body and voice (the “Restricted Materials”), TrueForm shall have the right to use the Restricted Materials without prior agreement from Independent Affiliate for the term of the Agreement. Thereafter use of any Restricted Materials will be with prior agreement of Independent Affiliate.

iv.         It is Independent Affiliate’s sole responsibility to communicate their choice to end the Agreement with TrueForm. If such communication is not received in writing and acknowledged by TrueForm in writing, TrueForm may continue to use any Restricted Materials until such communication is received.

6.     Other Developments

Independent Affiliate hereby grants to TrueForm and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to TrueForm in connection with the Program or (ii) otherwise created by Independent Affiliate in connection with the Services, (collectively, the “Other Developments”)

7.     TrueForm Materials and Trademark.

Except for Independent Affiliate's limited right to use the TrueForm Materials solely in connection with performing the Services, TrueForm retains all right title and interest in the TrueForm Materials, including all related intellectual property rights. TrueForm hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display TrueForm's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Affiliate agrees that any use of the Marks:

i.         Will comply with TrueForm's quality standards and trademark guidelines, which may be provided by TrueForm to Independent Affiliate from time to time

ii.         Will solely inure to the benefit of TrueForm. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

8.     Federal Trade Commission Requirements.

Independent Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Affiliate's provision of the Services hereunder. Independent Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding TrueForm products, the TrueForm brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

9.     Independent Affiliate Social Channels.

In connection with performing the Services, Independent Affiliate may link certain of his or her Social Channels to the Affiliate Page. If Independent Influence so elects, TrueForm may link to, and stream content from such Social Channels on its websites, social media channels and in other TrueForm advertising and promotional materials.

10.  Representations and Warranties.

Independent Affiliate represents and warrants that:

i.         He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence

ii.         The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the TrueForm Materials;

iii.         The Content and Other Developments are Independent Affiliate' s original work

iv.         Use of the Content and Other Developments by TrueForm will not infringe or involve the misappropriation of any third party rights

v.         All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Affiliate

vi.         Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by TrueForm for any Content or Other Developments or any content or material incorporated therein to any third party;

vii.         He or she will comply with all applicable laws, rules and regulations, including the Guides

11.  Indemnification

Independent Affiliate shall indemnify and hold TrueForm, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Affiliate's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

12.  Term; Termination.

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. TrueForm may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 3 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid) and sections 5-6.

13.  Independent Contractor; No Agency.

Independent Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of TrueForm, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

14.  Limitation of Liability.

IN NO EVENT SHALL TRUEFORM, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “TRUEFORM PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE TRUEFORM PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH TRUEFORM PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE TRUEFORM PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15.  Governing Law, Jurisdiction and Venue.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Connecticut. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Connecticut.

16.  Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

17.  Equitable Relief.

Independent Affiliate and TrueForm agree that it would be impossible or inadequate to measure and calculate TrueForm's damages from any breach by Independent Affiliate of this Agreement. Accordingly, Independent Affiliate and TrueForm agree that if Independent Affiliate breaches this Agreement; TrueForm will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 1-16 above. Independent Affiliate and TrueForm further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Affiliate and TrueForm, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

18.  Miscellaneous.

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of TrueForm to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against TrueForm unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by TrueForm and Independent Affiliate, this Agreement constitutes the entire agreement between Independent Affiliate and TrueForm with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Affiliate without the express written consent of TrueForm. TrueForm may assign any or all of its rights and obligations under this Agreement without Independent Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of TrueForm's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

19.  Commission Appendix

For Qualifying Orders in a calendar month, TrueForm will pay to Independent Affiliate commission payments in accordance with the following table, with the exception that TrueForm could have promos that could go to higher percentages as an incentive, all details of such promos to be at TrueForm's sole discretion and communicated to Independent Affiliate in due time:

Commission Percentage: 4% of Net Revenue

For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of TrueForm Products that are purchased pursuant to such Qualifying Order.

This Privacy Policy describes how your personal information is collected, used, and shared when you visit or make a purchase from trueform-runner.myshopify.com (the “Site”).

Personal information we collect
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information”.

We collect Device Information using the following technologies:
- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
- “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
- “Web beacons”, “tags”, and “pixels” are electronic files used to record information about how you browse the Site.

Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information, email address, and phone number. We refer to this information as “Order Information”.

When we talk about “Personal Information” in this Privacy Policy, we are talking both about Device Information and Order Information.

How do we use your personal information?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:
- Communicate with you;
- Screen our orders for potential risk or fraud; and
- When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.

We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).

Sharing you personal Information
We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Shopify to power our online store--you can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy. We also use Google Analytics to help us understand how our customers use the Site -- you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.

Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.

Behavioural advertising
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.

You can opt out of targeted advertising by using the links below:
- Facebook: https://www.facebook.com/settings/?tab=ads
- Google: https://www.google.com/settings/ads/anonymous
- Bing: https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads

Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.

Do not track
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.

Your rights
If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.

Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.

Data retention
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.

Changes
We may update this privacy policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal or regulatory reasons.

Contact us
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e‑mail at [email protected] or by mail using the details provided below:

Samsara Fitness LLC
TrueForm Runner (TM)
Re: Privacy Compliance Officer 
8 Inspiration Lane, Chester CT 06412, United States