Madriella Affiliate Application 
Affiliate Discount Codes only apply to Professional Membership level sign ups.

Madriella.org Affiliate Agreement

This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Madriella.org ("Madriella.org") and you, regarding your application to and participation in, the Madriella.org Affiliate Program (the “Affiliate Program”) as an affiliate of Madriella.org (an “Affiliate”), and the establishment of links from your website to our website, Madriella.org and the awarding of affiliate discount/tracking codes.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE MADRIELLA.ORG TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. Definitions

"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Madriella.org’s programs and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Madriella.org for sales directly resulting from such display.

"Affiliate Site" - The Affiliate's website which displays Madriella.org’s Products and Services and/or promotions.

"Madriella.org’s Programs and Services" – Educational programs and related products and services that are available from Madriella.org.

“Affiliate Discount/Tracking Codes” – The unique Alphanumeric code that is issued to each affiliate, by which their referred students can use to reduce the membership fee, and is also used by Madriella.org to track the affiliates referrals. Thus the code is both a discount code and the affiliate's tracking code.

"Commission Fees" - The amount you will be paid for each Qualified Enrollment by a referred student that you refer to Madriella.org subject to the Commission Threshold and pursuant to the terms of this Agreement.

“Commission Threshold” - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Madriella.org. The Commission threshold is $50, or one enrollment.

"Qualified Enrollment" – Affiliate commissions are only earned for Professional Membership enrollments who pay up front. Commissions are not paid when student's enroll in the Level 1 Basic Course or if they are using the Monthly Payment Option.

"Referred Student" - Each new and unique student referred from Affiliate that successfully uses the Affiliate's Discount/Tracking Code.

"Registration Form" - Any and all order forms or other signup or acceptance form submitted by a student to enroll in Madriella.org’s programs.

2. Enrollment in the Affiliate Program

To begin the enrollment process, you must submit a completed Affiliate Program Sig nup Form. The Signup Form can be found at https://madriella.org/affiliate-program/

We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website/business or internet presence is not suitable for the Affiliate Program for any reason.

If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. Madriella.org, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.

3. Promotion of Our Affiliate Relationship

Use of the Discount/Tracking Codes. If you qualify and agree to participate as an Affiliate, we will

issue you a unique Alphanumeric code (each referred to herein as a "Code") that will serve to identify you as a member of the Affiliate Program. This Code will also render a discount to the Membership fee of the referred student. You agree to cooperate fully with us in order to establish and maintain such discounts by informing us if they stop working. You further agree that your use of the Codes must be in compliance with this Agreement at all times. Madriella.org may modify the Codes from time to time in its sole discretion.

You will not use graphic or textual images or text messages to promote Madriella.org that are not approved in advance by Madriella.org. Furthermore, you agree that any information with respect to Madriella.org that is going to be displayed on the Affiliate's Web Site must be preapproved by Madriella.org in writing.

Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE MADRIELLA.ORG TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “MADRIELLA.ORG IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT MADRIELLA.ORG’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE MADRIELLA.ORG IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF MADRIELLA.ORG IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF MADRIELLA.ORG IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF MADRIELLA.ORG’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY MADRIELLA.ORG’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH MADRIELLA.ORG SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF MADRIELLA.ORG’S INTELLECTUAL PROPERTY RIGHTS.

4. Data Security

Affiliates shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Madriella.org in complying with any data subject rights request under the GDPR that Madriella.org may receive from any individuals referred to Madriella.org by Affiliate. Affiliate further agrees to promptly assist Madriella.org in complying with any duties to cooperate with supervisory authorities under the GDPR.

5. Enrollment Processing

Madriella.org will process orders placed by Referred students who use Discount/Tracking Codes from an Affiliate to Madriella.org within 24 hours. We reserve the right, in our sole discretion, to reject students that do not comply with certain requirements that we may establish from time to time. All aspects of enrollment processing and fulfillment, including Madriella.org’s services, cancellation, processing, refunds and payment processing will be our responsibility.

6. Commission Determination; Qualified Enrollments

Commissions will be calculated based on the commission rates stated on the Madriella.org website for each Qualified Enrollment (as defined herein) subject to commission accruing pursuant to these terms. A “Qualified Enrollment” does NOT include the following:

A student that is utilizing the Madriella Military Family Tuition Waiver.

An upgrade from a Level 1 Basic Membership to a Level 2 Professional Membership.

A student that is enrolling in the Level 1 Basic Membership.

A student that is utilizing the Monthly payment program.

An Enrollment that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Code, ie. The student was given the Code, but neglected to use it when enrolling.

An Enrollment by a Referred student that has not been in good standing for a period of at least thirty (30) days or is in violation of Madriella.org’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.

An Enrollment that Madriella.org suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, a credit card “Charge back.”

An Enrollment referred by an Affiliate that has an excessive cancellation or drop out rate as determined in Madriella.org’s sole discretion.

An Enrollment by a Referred Student if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.

Madriella.org reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by Madriella.org in its sole discretion, to determine the legitimacy and cancellation rates of Referred Students.

Madriella.org reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Student. Madriella.org reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled Enrollments.

Madriella.org reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Enrollment.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; Madriella.org is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact Madriella.org to request that the Commission Fee be paid. Any changes to decisions about canceled or withheld Commission Fees are strictly made in Madriella.org’s sole discretion.

Commissions for any Referred Student who is associated with any Madriella.org reseller, referral or other program may not be considered a Qualified Enrollment. In other words, you may not receive double commissions or compensation.

In the event that the Referred Students that are referred to Madriella.org by an Affiliate are determined to have an excessive cancellation rate, as determined by Madriella.org in its sole discretion, Madriella.org reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.

Any attempt by an Affiliate to manipulate, falsify or inflate Referred Students, Qualified Enrollments, or Commission Fees to intentionally defraud Madriella.org or any violation of the terms of this Agreement constitutes immediate grounds for Madriella.org to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

7. Accrual of Commissions

Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation and (ii) reach the Commission Threshold of $50 based on the commission rates stated on the Madriella.org website, solely as applied to Qualified Enrollments which occurred within ninety (30) days of the end of the calendar month in which the first of such Qualified Enrollments occurred. For example, if you provide sign-ups which result in one Qualified Enrollment on January 1st and a second sign-up which leads to a Qualified Enrollment on August 10th, and you provide all necessary tax documentation on August 10th, no commission would accrue because the second Qualified Purchase occurred more than one hundred and eighty (180) days after the end of January when the first Qualified Enrollment occurred. However, if you subsequently provide a sign up which leads to another Qualified Enrollment on September 5th of the same year, then commissions would accrue on the latter two Qualified Enrollment (i.e., the Qualified Enrollment from August and September of the same year). All Qualified Enrollments still eligible to result in commissions under these terms must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued the amount of such commission (the “Commission Fee”) shall be due and payable to you under the terms of this Agreement. Madriella.org reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.

8. Commission Payments

Subject to the terms of this Agreement and the accrual of commissions as set forth above, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate Console for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.

Commission Fees will be processed approximately on the first day of the month for the commissions earned in the prior month.

Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address by email. All payments are paid through Paypal. Please refer to PayPal's policy to ensure you are eligible to receive payment if you reside outside of the United States https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside. (PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.)

Madriella.org is not responsible for paying any third-party fees charged by PayPal for you to receive Affiliate Commission Fees.

Madriella.org, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

Disputes: Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by Madriella.org and Affiliate forfeits forever any rights to a potential claim.

It is solely your responsibility to provide Madriella.org with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Madriella.org does not receive the necessary tax or payment information within ninety (30) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.

Each Affiliate is required to submit a W8/W9 tax form before any Commission Fees shall accrue. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, Madriella.org will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.

The affiliate agrees to notify Madriella.org of any address change by email at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.

9. Obligations Regarding Your Affiliate Site

You are solely responsible for the development, operation, and maintenance of any Affiliate Web Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to Madriella.org Programs); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters

We have the right in our sole discretion to monitor any Affiliate Web Site that has an Affiliate Discount/Tracking Code from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.

10. Madriella.org Responsibilities

We will provide the affiliate with a unique Alphanumeric code by which their referred students can use to reduce the membership fee, and is also used by Madriella.org to track the affiliates referrals.

11. Policies and Pricing

Referred Students who enroll in Madriella.org through our affiliate network are deemed to be Madriella.org Students. Madriella.org’s Terms and Conditions, rules, policies, and operating procedures will apply to such students. We may change our policies, pricing, and operating procedures at any time. For example, Madriella.org determines the prices to be charged for Madriella.org enrollment through the affiliate network in accordance with our own pricing policies. Prices and availability of Madriella.org Programs may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect advertisements that you have listed on your Affiliate Site, you may or may not be able to include price information in your Program descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Madriella.org Program.

12. E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from Madriella.org, to be granted or denied in Madriella.org’s sole discretion, in each instance. Additionally, you may only send emails containing a Madriella.org affiliate discount code and or a message regarding Madriella.org or Madriella.org's Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Agreement, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program.

13. Licenses and Use of Madriella.org Logos and Trademarks.

Subject to the limitations set forth above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) dispense an affiliate tracking/discount code in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Madriella.org trademark and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of promoting Madriella.org Programs on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.

You shall not use the Licensed Materials for any purposes other than Promoting Madriella.org Programs, without first submitting a sample to us and obtaining the express prior written consent of Madriella.org in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Madriella.org, any hosted member of Madriella.org or any Madriella.org employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.

You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote Madriella.org and the Affiliate Program, provided that Madriella.org’s use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.

14. Term and Termination

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.

You are only eligible to earn Commission Fees on Qualified Enrollments occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the Enrollments for Madriella.org is not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Enrollments are valid and payment from Referred Customers are legitimate as determined by Madriella.org in its sole discretion.

Any Affiliate who violates this Agreement, Madriella.org's Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.

Madriella.org reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Madriella.org's sole discretion.

15. Modification

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website.

Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.

16. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any Madriella.org Program promoted through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

17. Relationship of Parties

You and Madriella.org are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this Agreement.

18. Representations and Warranties

You hereby represent and warrant to us as follows:

You have reviewed and understand this Agreement and agree to be bound by its terms.

Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to Madriella.org the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.

You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement

There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.

You are at least eighteen (18) years of age.

Each Referred Student is valid, genuine, and unique and meets the criteria of a Qualified Enrollment for generating a Commission Fee as provided in this Agreement.

19. Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

20. Indemnification

You hereby agree to indemnify and hold harmless Madriella.org and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

21. Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Madriella.org customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder.

Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

22. Independent Investigation

You understand that we may at any time (directly or indirectly) solicit Madriella.org relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your business. You have independently evaluated the desirability of participating in the Madriella.org Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement

23. Miscellaneous

Governing Law. The laws of the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Merced County, California and you irrevocably consent to the jurisdiction of such courts.

Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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

Waiver. 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 a provision or any other provision of this Agreement.

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