TERMS & CONDITIONS
This website is operated by Instant Biologics™. Throughout the site, the terms “we”, “us” and “our” refer to Instant Biologics™. Instant Biologics™ offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Wix.com. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Instant Biologics™, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Instant Biologics™ and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at email@example.com.
SECTION 21 - AFFILIATE AGREEMENT
INSTANT BIOLOGICS AFFILIATE AGREEMENT: PLEASE READ THE ENTIRE AGREEMENT, YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INSTANT BIOLOGICS LLC. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY ENGAGING IN AN AFFILIATE RELATIONSHIP WITH INSTANT BIOLOGICS LLC YOU AGREE TO EACH AND EVERY TERM AND CONDITION IN THIS AGREEMENT. 1. Overview - This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Instant Biologics Affiliate Program (“the Program”). The purpose of this Agreement is to allow HTML linking between your web site and the Instant Biologics web site, to establish an affiliate relationship, and to advertise and sell Instant Biologics LLC products. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Instant Biologics LLC, and “you,” “your,” and “yours” refer to the affiliate and any sites and software applications that you own or operate and link to us. 2. Affiliate Obligations 2.1. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it: 2.1.1. promotes sexually explicit materials; 2.1.2. promotes violence; 2.1.3. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 2.1.4. promotes illegal activities; 2.1.5. incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law; 2.1.6. includes Instant Biologics, Instant Biologics or variations or misspellings thereof in its domain name; 2.1.7. is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion; or 2.1.8. contains software downloads that potentially enable diversions of commission from other affiliates in our program. 2.2 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Instant Biologics LLC, the owner or manufacturer of Instant Biologics, or any other affiliated business. 2.3. As a member of the Program, you will have access to the Affiliate Portal through Dovetale. Here you will be able to review the Program’s details, access links to track guest visits from your site to ours, and access unique discount codes to share with your audience. In order for us to accurately keep track of all guest visits from your site to ours, you must use the affiliate links we provide you with through the Dovetale portal. 2.3. Instant Biologics LLC reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you. 2.4. The maintenance, accuracy and updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it is writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights. 3. Instant Biologics LLC Rights and Obligations 3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. 3.2. Instant Biologics LLC reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, Instant Biologics LLC shall not be liable to you for any commissions for such fraudulent sales. 3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated in accordance with this Agreement. 4. Termination 4.1 Either you or we may end this Agreement AT ANY TIME, with or without cause, without prejudice to any right accrued under this license by giving the other party 7 days written notice. Written notice can be in the form of email. In addition, this Agreement will terminate immediately upon any material breach of this Agreement by you. 4.2 Upon termination, any and all licenses you have the benefit of will automatically terminate and you shall immediately: 4.2.1 discontinue the use of or disable any links to our website; 4.2.2 remove the links and Instant Biologics’s name, logos, and any content about or displaying an Instant Biologics product from your website and any other platforms; and 4.2.3 destroy any copies of material from our website which are in your possession, custody, or control. 4.3 We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). 4.4 Upon termination, Instant Biologics LLC retains, in perpetuity, all rights, title, and interest in suggestions, reviews, modifications of content, data, images, text, video, audio, or any other information or original content created by you or any of your affiliates about an Instant Biologics product or displaying an Instant Biologics product or in connection with this Agreement that have been granted as a part of this Agreement. 5. Modification: We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate that: you agree to the changes; you agree to be bound by this Agreement; and you acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set out in this Agreement. 6. Payment 6.1. Referral Fee Schedule: You will earn Referral Fees based on the sale price of Qualifying Products, according to fee schedules to be established by us. "Sale price" means the sale price listed on our Site and excludes costs for shipping, handling, gift-wrapping, rebates, refunds, returns, chargebacks, cancellations, and taxes. The current Referral Fee Schedule is available to you through the Affiliate Portal available to all members of the Program. 6.2. Referral Fee Payment: Instant Biologics LLC will pay you, through Dovetale via Paypal, from all sales generated from and attributable to your referrals. Instant Biologics LLC makes no representations or warranties with regard to the potential market for Instant Biologics LLC’s products or services, or as to the amount of Payments that may be generated under this Agreement. Each Payment by Instant Biologics LLC will be made via a deposit by Paypal via the Dovetale portal. Instant Biologics LLC is not responsible for any taxes or fees owed to Dovetale with respect to any Payments to be made to you or other transactions contemplated hereunder; All determinations of Qualifying Links and whether a Referral Fee is payable will be made by the Dovetale Network and/or Instant Biologics LLC and will be final and binding. 6.3. Policies and Pricing: Customers who buy products through this Program will be deemed to be customers of Instant Biologics LLC without affecting their status as your customer. Accordingly, all Instant Biologics LLC rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions with Instant Biologics LLC. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. You may include current price information in your product descriptions only if such information is provided to you by Instant Biologics LLC, provided that any price information must be accompanied with a statement on your website indicating to the user that in the event of any price difference between your website and websites owned by Instant Biologics LLC, the price listed by Instant Biologics LLC will govern. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product. 6.4. Payments under the Affiliate Program are described above, and are also subject to the terms of this Section. The relationship between you and Instant Biologics LLC is solely that of independent contractors. You are not an employee of Instant Biologics LLC. We will not withhold from any commissions paid to you any federal, state, or local income taxes, which may be due to a taxing authority on such commissions. And you have no right to participate in any employee benefit programs of Instant Biologics LLC, such as health insurance. We reserve the right to request, as a condition to payment of commissions to you, to receive a signed IRS Form W-9 (Request for Taxpayer Identification) from you (or such other successor form as the IRS makes available). We, or our payment processor, if applicable, will report any commissions earned to the IRS if and as required by law. You may wish to consult with your tax adviser should you have any tax questions. 7. Promotion Restrictions 7.1. You are free to promote your own web sites, but naturally any promotion that mentions https://instantplantfood.com/ or Instant Biologics or https://www.instantbiologics.com/ or Instant Biologics LLC could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Instant Biologics LLC. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Instant Biologics so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Instant Biologics so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Instant Biologics and Instant Biologics LLC. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. 7.2 Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site. “Parasiteware™” and “Parasitic Marketing” shall mean an application that: 7.2.1 through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; 7.2.2 intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); 7.2.3 set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open a site owned by Instant Biologics LLC; 7.2.4 targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; or 7.2.5 removes, replaces, or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 7.3 Affiliate shall not run any Pay Per Click (PPC) using branded terms or other search terms that may compete with our own PPC activities. Branded terms included but are not limited to, “Instant Biologics” and “Instant Biologics.” Affiliates planning to engage in PPC campaigns must obtain written approval for each term prior to launching campaigns. 8. Grant of Licenses 8.1. We grant to you a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free, revocable right to: 8.1.1access our site through HTML links solely in accordance with the terms of this Agreement; and 8.1.2 solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. 8.2. You agree not to use our proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. We reserve all our rights, title and interest in the proprietary materials covered by this license. Other than the license granted in this Agreement, we retain all right, title, and interest to our rights and no right, title, or interest is transferred to you. 8.3 You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, link formats, content, any domain name owned or operated by us or our affiliates, operational documentation, our and our affiliates’ trademarks and logos, copy, text, images, videos, audio and any other intellectual property and technology that we provide or use in connection with the Program (including, but not limited to, any application program interfaces, software development kits, libraries, sample code, and related materials). If you publicly post or provide us or any of our affiliates with suggestions, reviews, modifications of content, data, images, text, video, audio, or any other information or original content created by you or any of your affiliates about an Instant Biologics product or displaying an Instant Biologics product or in connection with this Agreement (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable, perpetual (or if perpetual is not permitted, for the maximum duration of protection available, under applicable law) right and license to use, reproduce, perform, display, adapt, promote, and distribute Your Submission in any manner, including the creation of derivative works for any purpose and ability to sublicense of such rights. 8.4 Additionally, you warrant that Your Submission is your own original work (or was obtained lawfully) and our, or our sublicensees,’ exercise of rights under the license will not violate any person’s or entity’s rights, including any intellectual property rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission. 9. Disclaimer INSTANT BIOLOGICS LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING INSTANT BIOLOGICS LLC’S OR INSTANT BIOLOGICS’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF INSTANT BIOLOGICS LLC ABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, QUIET ENJOYMENT NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. WE MAY DISCONTINUE ANY SERVICE, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE FROM TIME TO TIME. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES, OR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. 10. Representations and Warranties - You represent and warrant that: 10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; 10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 11. Limitations of Liability 11.1 WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL INSTANT BIOLOGICS LLC’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID 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. 11.2 SIMILARLY, WE WILL HAVE NO LIABILITY FOR ANY OF YOUR END USERS’ CLAIMS AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES, LICENSORS OR OUR OR THEIR EMPLOYEES, DIRECTORS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND COSTS IN RELATION TO ANY MATTER RELATING TO THE CONTENT OF THIS AGREEMENT. 11.3 NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF EITHER PARTY, ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES, EITHER PARTY’S CONTRACTUAL LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW. 12. Indemnification 12.1 You hereby agree to indemnify and hold harmless Instant Biologics LLC, 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 legal fees) (“Losses”) insofar as such Losses (or actions) arise out of or are based on: 12.1.1 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; 12.1.2 any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you; or 12.1.3 any claim related to your site, including, without limitation, its content not attributable to us. 13. Confidentiality: All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by us to you during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain our sole property, and you will keep in confidence and not use or disclose such proprietary information without our express written permission. 14. Miscellaneous 14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Instant Biologics LLC or our affiliates. 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 site or any other site or otherwise, that reasonably would contradict anything in this section. 14.2 You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with your site. 14.3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. We may assign it to any of our affiliates or another party who undertakes to abide by our covenants and obligations given here. Subject to that restriction, this Agreement will be binding on and be enforceable against the parties and their respective successors and assigns. 14.4 You acknowledge that you have read and that you agree to the terms of our Privacy Notice. You authorize us to process any personal data we obtain in connection with this Agreement and the Program in compliance with applicable law on data protection and in accordance with our Privacy Notice. 14.5 Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce any provision of this Agreement. 14.4. This Agreement shall be governed by and interpreted in accordance with the laws of California, without regard to the conflicts of laws and principles thereof. 14.5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 14.6. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 14.7. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. 14.8. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.