Membership Agreement

This Publisher Membership Agreement will govern your participation on the Network.  By clicking the "Accept" or similar acceptance box in any other language, you agree that the effective date of this Agreement is the date on which you click "Accept". To print a copy of this Agreement, please use your browsers print command.  PLEASE BE ADVISED THAT YOU SHOULD NOT CLICK AND ACCEPT THIS AGREEMENT ON BEHALF OF AN ENTITY UNLESS YOU HAVE BEEN AUTHORIZED TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT.

 PLEASE BE ADVISED THAT THIS AGREEMENT IS SUPPLEMENTED BY SUPPLEMENTS ATTACHED HERETO AS APPENDICES 1 THROUGH 4.  PLEASE CAREFULLY REVIEW ALL SUPPLEMENTS.

PUBLISHER MEMBERSHIP AGREEMENT

 This Publisher Membership Agreement is between you ("you") and Pure Power Health  Inc., a limited liability company organized and existing under the laws of California, United States of America ("RM United States").

 If you have registered for or on behalf of an entity you are deemed to have accepted this Agreement on behalf of that entity.  

This "Agreement" refers to, individually and collectively depending upon the context, this Publisher Membership Agreement and any and all Network Policies and Guidelines or region specific payment policies, such as the Brazilian Region Payment Policies (collectively, the "Network Policies") as in effect from time to time. The Network Policies can be accessed by clicking www.purepowerhealth.com  or such other link that we may advise you from time to time.  

 In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

 1. Joining the Network

 1.1. Registration. To use (or continue to use) the Network as a Network Publisher, you must provide Pure Power Health  with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information.  

 1.2. Accurate Registration Information. Pure Power Health  has the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by Pure Power Health to be misleading, inaccurate or untruthful, Pure Power Health may restrict, deny or terminate your account and/or your access and use of the Offerings; Pure Power Health  may also withhold payment of any commissions and/or other fees that may be or become due or payable to you, and may assess charges against such amounts for Pure Power Health's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.

 1.3. Participation. To join the Network, you must be either an entity or an individual who is at least 18 years old, and must provide at your expense your own computer equipment and internet access.

 1.4. USE OF THE NETWORK. IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY, YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY PURE POWER HEALTH TO NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY USE THE NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS FOR YOUR BUSINESS AND FOR NO OTHER PURPOSE.  YOU FURTHER AGREE THAT WHEN USING THE NETWORK, YOU ARE ENGAGED IN BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER. 

 2. Defined Terms

 2.1. The following terms have the meanings indicated:

"Advertiser" means any person that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the internet.

 "Content" means information, data, text, documents, software, music, sound, photographs, graphics and video.

 A "corporate affiliate" of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.

 An "end user" means an actual or potential consumer, customer or other natural person. 

 "Engagement" means any time of agreement or arrangement between you and a Network Advertiser, or in some cases, and agreement or arrangement between you and Pure Power Health , that can be initiated or performed on or in relation to the internet, including affiliate marketing, performance based linking and online-to-offline tracking of tracked activities. 

 An "entity" means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners. 

 The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." 

 "Intellectual Property Rights" means technology, templates, designs, Sites, domains, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright, moral rights, database rights and other intellectual property and proprietary rights, whether or not registered, therein and thereto.

A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site. 

  "Network" means the online affiliate marketing network operated by Pure Power Health through which Network Publishers may enter into Engagements with Network Advertisers.

 The phrase "provided by Pure Power Health " or "Pure Power Health -provided" shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by Pure Power Health or Pure Power Health Related Parties.

"Network Advertiser" refers to an Advertiser that participates in the Network and, through such participation and use of the appropriate Offerings, desires or seeks to recruit Network Publishers to enter into Engagements with such Network Advertiser.

 "Network Publisher" means a person that participates in the Network and, through such participation and use of the appropriate Offerings, desires or makes itself available to be recruited or to enter into Engagements to display, distribute or place Qualifying Links for compensation.

 "Network Publisher Account Area" means the Network Webpage(s) or other area of the Site having the URL designated from time to time by Pure Power Health for use by Network Publishers for the purpose of facilitating formation of qualifying links, accessing reports and otherwise participating in the Network.

 "Offerings" means offerings provided by Pure Power Health or any Pure Power Health Related Parties in the form of technology, software, reports and databases, customer support, account management and other client services, symposia, summits and other educational and networking events, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time.

 A "person" is to be broadly construed and includes any natural person or entity. 

 "Prohibited Activity" means any of the following activities: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) illegal gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) offering of any MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights or otherwise infringing the Intellectual Property Rights of any third party (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) fraudulent activities or impersonation of any person, including any Pure Power Health (or Pure Power Health Related Parties) representative, or misrepresentation of affiliation with any person.

 A "Qualifying Link" means any type or format of link that is provided or authorized by Pure Power Health to be displayed, distributed or placed on or by a Site pursuant to an Engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Pure Power Health or a Network Advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term "Qualifying Link" shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.

 "Pure Power Health Related Parties" means the corporate affiliates and contractors, licensors, licensees and suppliers of each Pure Power Health Service Provider.

 "Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both.  A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.

A "tracked activity" means any type of pre-agreed or predefined activity or result that is sought by an Advertiser in relation to a Qualifying Link. The kinds of tracked activities that an Advertiser may seek to complete through such arrangements may include, by way of example, the serving of an image, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, the printing of a coupon (for offline redemption) or any other kind of action, transaction or activity that can be tracked and reported upon.

 "Web" or "internet" or "online" means the global computer network currently referred to as the internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it. 

 3. Relationship of the Parties

 In addition to and without limiting your obligations under this Agreement, your participation in the Network will require that you enter into Engagements. In such event, the terms and conditions of the relevant Engagement will govern your relationship with the contracting Network Advertiser, including your use of the Qualifying Links associated with that Network Advertiser, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to your promotion of such Network Advertiser or its Qualifying Links. Pure Power Health is not a party to that Engagement and has no obligation to you with respect to any such Engagement.  There may be instances where you are permitted to promote the Qualifying Links of a Network Advertiser but the relationship will not be directly between you and the Network Advertiser, but rather between you and Pure Power Health . In those instances, Pure Power Health may ask, in addition to this Agreement that you enter into an Engagement directly with Pure Power Health which will govern your promotion of Qualifying Links for that Network Advertiser. 

 4. Participation 

 4.1. Participation. Subject to the terms and conditions in this Agreement, you have joined the Network as Network Publisher and may use the Offerings made available to Network Publishers.  Your participation is purely voluntarily and you may terminate your participation at any time. Neither Pure Power Health nor any Network Advertiser shall be construed or deemed as having solicited, requested or procured you or your services to promote Pure Power Health or any Network Advertiser or its respective trade or business, or goods, products, property, or services. 

 4.2. Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Pure Power Health .   Your participation in the Network, use of any Offerings or receipt of payment of any compensation under any Engagement shall not be construed or be deemed to be an inducement for, solicitation of you to provide any products or services to Pure Power Health .

 4.3. Prohibited Activities. In respect of or in relation to any Site (or portion thereof) used by you in connection with your participation in the Network, you may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes any Prohibited Activity. 

 5. Qualifying Links  

 5.1. Use of Qualifying Links.  Each Qualifying Link used by you must include, in unaltered form, the Pure Power Health tracking code in the manner and format made available or otherwise dictated by Pure Power Health .  

 5.2. Valid Referrals Only. You will place or use Qualifying Links only with the intention of delivering the agreed upon tracked activities. You may not, nor knowingly permit any person to, activate or attempt to activate a Qualifying Link or inflate or attempt to inflate the amount of any sought-after or resulting tracked activities, including but not limited to the use of any method or technology that does not actually deliver an end user to the destination Site associated with such Qualifying Link.

 5.3. Final and Binding Determinations. Pure Power Health s determination as to whether a tracked activity resulted from a Qualifying Link shall be final and binding on you.  

5.4. Distribution of Qualifying Links. If you currently distribute, or plan to distribute, Qualifying Links on, to or through Sites other than those owned or operated by you, you hereby agree (i) that upon Pure Power Health s request from time to time, you will provide Pure Power Health a list of Sites that are not owned or operated by you (together with any reasonably requested information about any such Sites) where Qualifying Links (and associated materials) have been, or are planned to be distributed and/or used, and (ii) to provide prompt and reasonable cooperation to Pure Power Health in responding to any requests, complaints, claims or other issues raised by any Network Advertiser regarding where and how such Network Advertisers Qualifying Links are distributed and/or used, including ceasing further distribution of such Qualifying Links (and associated materials), as appropriate. You agree that you will be liable for any breach of this Agreement that results from an act or omission of any third party Site that you use to display Qualifying Links.  Pure Power Health reserves the right to prohibit you from distributing Qualifying Links to or displaying Qualifying Links on third party Sites.  

5.5. No Modification, Etc. of Qualifying Links. You agree that you will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Pure Power Health and/or the Network Advertiser to be used in connection with your use of any Offerings, including the promotion and display of Qualifying Links.  You further agree that you may not create your own Qualifying Links unless specifically authorized to do so by the relevant Network Advertiser, in which case you agree to comply with any of the Network Advertisers applicable terms and conditions.

 5.6. Termination of Qualifying Links. Pure Power Health or the relevant Network Advertiser may terminate any Qualifying Links associated with any Engagement. You must remove any Qualifying Links after being notified of any termination of the corresponding Engagement, including due to termination or expiration of a relevant Network Advertisers participation. If Qualifying Links are not so removed, Pure Power Health may redirect such links as it determines in its sole discretion, with or without compensation to you.

5.7. No Modification of Content.  You may not modify, resize, reformat, edit or otherwise alter any Content provided by any Network Advertiser, unless expressly authorized to do so by the relevant Network Advertiser. In such event, any such modifications shall be strictly limited in accordance with such Network Advertisers specific authorization.  

 5.8. Discontinuing Use of Qualifying Links.  You may at any time discontinue use of Qualifying Links by removing such Qualifying Links from your Site, with or without notice to Pure Power Health provided however you shall remain subject to the terms of the relevant Engagement and this Agreement until you separately terminate such Engagement(s) or this Agreement.

 6. Reports

6.1. Revisions. You will have access to Offerings made available to Network Publishers, including reports that detail tracked activities generated by your Site and any corresponding commissions that you have earned.  Pure Power Health reserves the right to revise any report made available to you at any time if we (or a Network Advertiser) believe that the report contains an error or omission or otherwise requires an adjustment.  Since the reports Pure Power Health provides to you and Network Advertisers are the bases for calculating the compensation, if any, due to you from that Network Advertiser, any such revision may affect the amount of compensation to which you are entitled.

6.2. Data Furnished by Network Advertisers. In providing Offerings, including giving you reports on your Network activities, Pure Power Health relies on data provided or made available by Network Advertisers. Pure Power Health is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Network Advertisers. 

 6.3. Errors. If you believe that any of your Publisher reports for any month contains errors in the data about an Engagement you must, using the contact information provided by the Network Advertiser and Pure Power Health in the Network Publisher Account Area, notify that Network Advertiser (with a copy to Pure Power Health ) within ten (10) days after the end of that month or any shorter period in relevant Engagement so that, if possible, the matter may be resolved. If any Publisher reports for any month are corrected or adjusted after the end of the month, then the period in which you must notify the Network Advertiser (with a copy to Pure Power Health ) of errors in the corrected or adjusted data shall be ten (10) days after such correction or adjustment is posted or any shorter period in the relevant Engagement. Any dispute between you and a Network Advertiser about any error you report must be resolved by you and that Network Advertiser. In the event Pure Power Health is in receipt of funds from a Network Advertiser for the purpose of paying commissions to you, and a dispute arises between you and the Network Advertiser regarding the amount of the funds that are due, or regarding who is entitled to receive the funds that are due, Pure Power Health will be entitled to hold or return such funds to the Network Advertiser, and to decline to offer further processing services until such dispute is resolved and Pure Power Health is notified, in writing, by all parties, that payments should resume. You agree that Pure Power Health shall have no obligation and incur no liabilities to you in connection with any such dispute. 

6.4. Backing-up Data and Other Precautions. Data transfer, conversion, processing and storage may be subject to human and machine errors, delays, interruptions and losses. Pure Power Health shall not be liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to you. Pure Power Health may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by Pure Power Health and/or to which it provides you with access.

 7. Privacy 

 7.1. General Compliance. You agree that you will comply with all privacy and data security laws, rules and regulations applicable to you in the regions in which you do business.

 7.2. Privacy Policy.  You will maintain a privacy policy on all Sites employed by you in connection with your participation in the Network that complies with any and all applicable law.  The privacy policy, shall, at minimum, be linked conspicuously from such Site's home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language. Such privacy policy shall, in addition to the disclosures about your privacy practices, identify the collection, disclosure and use of any information of end users and such other disclosures required by applicable law. Such privacy policy shall also provide information on your use of tracking devices, including cookies and tracking devices enabled by Pure Power Health at your request on your behalf.  Your privacy policy will also include information about the removal of cookies and other tracking devices. 

 7.3. European Privacy Laws.  If you operate your Site from an EEA member state or Switzerland or your Site receives or targets visitors from EEA member states or Switzerland, then you are subject to the EU Privacy Laws (as defined below) and hereby agree that you will: 

 a. Comply with the EU Privacy Law;

 b. Inform end users in a prominent manner that you use tracking devices and cookies for advertising purposes; and

c. Obtain end users consent to place tracking devices, such as cookies (including tracking devices enabled by Pure Power Health at your request on your behalf) on such end users computers and provide, where required, information regarding the option to opt-out or remove cookies/tracking devices in compliance with any applicable law;

You also represent, warrant, covenant, undertake and agree you that are in compliance with all of your obligations under EU Privacy Law in respect of your data and information, including obtaining all necessary consents from end users in order for Pure Power Health to use your data and information. Upon Pure Power Health s request, you shall furnish to Pure Power Health proof of the applicable end users consent to such use of data and information, including consent to the use of tracking devices and cookies enabled by Pure Power Health and you will take all steps reasonably requested by Pure Power Health to ensure Pure Power Healths compliance with applicable data protection law, including EU Privacy Law.   "EU Privacy Law" means the European Union Data Privacy Directive, the European Union Privacy Directive and any local implementing law, including any subsequent legislation replacing or amending any such laws from time to time.

7.4.   Brazilian Privacy Laws. If you operate your Site from Brazil or your sites receives or targets end users located in Brazil, you are subject to the Marco Civil da Internet, Law No. 12.965/2014 ("Brazilian Privacy Law"), which, among other things, establishes rights for end users and creates a series of obligations for the providers of internet applications and connections, principally as a means of guaranteeing freedom of expression and privacy for users and you agree to comply with the Brazilian Privacy Law.  You further agree that:

 a. You will not collect, use or store any information or data about a end user without first obtaining that end users express authorization in accordance with the Brazilian Privacy Law.

 b. Any use by you of Qualifying Links as described in this Agreement shall comply with the Brazilian Privacy Law.

 c. You will obtain the express authorization of end users to collect, use or share that end users data, including authorization to use third parties to collect, use or share such information on your behalf. 

 d. You obtain consent of end users to place tracking devices, such as cookies (including tracking devices enabled by Pure Power Health at your request on your behalf) on such end users computers, including where required, information regarding the option to opt-out or remove cookies/tracking devices to the extent required under the Brazilian Privacy Law. 

 e. You shall take additional measures to comply with any provisions of the Brazilian Privacy law limiting the transmission of unsolicited commercial email.

 8. Your Obligations

8.1. No Solicitation. You may not use any Offerings in connection with aggregating, soliciting or recruiting Network Advertisers, Network Publishers or other Sites or other persons to form or join a marketing, advertising or similar network.

 8.2. No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Offerings, and any attempt to do so shall be null and void.

8.3. No Reverse Engineering.  You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Offerings.

8.4. No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by Pure Power Health. 

 8.5. No Spam. You may not use any Qualifying Links in any electronic message unless (a) you have received the express written authorization of Pure Power Health or the Network Advertiser to use email or other electronic messages to promote it or its Qualifying Link and (b) any and all such electronic messages comply in all respects with this Agreement, the Network Advertisers terms and conditions, and any and all applicable foreign, national, federal, state, local or provincial laws prohibiting or restricting the delivery of unsolicited electronic communications, also known as SPAM. Further, no electronic message initiated or sent by you or on your behalf may identify Pure Power Health or, except as expressly authorized by an individual Network Advertiser, any Network Advertiser as a sender or sponsor of such electronic message. 

8.6. No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any Qualifying Link that has been placed or distributed by another Network Publisher including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such Qualifying Link without your interference. 

8.7. No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with your use of any Qualifying Links, the Network or any other Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to your Qualifying Links or for any other purpose.

8.8. Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with your participation on the Network or in connection with any Network Advertiser's program or Engagement.

 9. Grant of License to You

9.1. Your Use of Offerings. Pure Power Health grants to you a personal, non-exclusive, non-transferable, non sublicenseable revocable and limited license and right, subject to the terms of this Agreement, to:

 a. Use the Offerings, to participate in the Network as a Network Publisher;

 b. Access the Network Publisher Account Area necessary for your participation in the Network;

 c. Solely for your use in connection with your participation in the Network, access reports made available to you by Pure Power Health;

 d. Use any software code or other Content that is provided by Pure Power Health solely for the purpose of creating and maintaining Qualifying Links in accordance with the terms of this Agreement and your Engagements, for such purpose, and no other purpose, but only in the form so provided.

 9.2. Limitations. Except as provided in this Section 9, all other use of the Offerings, including the Network, the Network Publisher Account Area, any reports made available to you by Pure Power Health and software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited. Pure Power Health may change the form and/or content of any report at any time without notice to you. 

9.3. Use of the Pure Power Health Name. This Agreement does not grant to you any license or right to use Pure Power Health's name or any of its logos or trade or service names or marks except to the extent any trade or service name is part of any code made available to you as part of a Qualifying Link. Any proposed press release or other public announcement by you regarding this Agreement or the Network or that refers to Pure Power Health or any of its corporate affiliates, either directly or indirectly, shall require the prior written approval of Pure Power Health. You agree that you shall not disparage Pure Power Health, any Pure Power Health Related Parties, the Network or any other participants thereof.

9.4. Duration of License Rights; Reservation. The license set forth in Section 9.1 (Use of Offerings) is valid only while you remain a member of the Network as a Network Publisher and comply fully with this Agreement.   Pure Power Health may revoke any such license at any time by giving you notice by e-mail or in writing. Pure Power Health reserves all rights that are not specifically granted to you by this Agreement.

 10. Grant of Licenses to Pure Power Health

 10.1. Use of your Content. Other than as provided below, in order to participate in the Network, you are not required to provide Pure Power Health with any Content or other materials. Should you do so, by way of uploading, delivering or otherwise making available to Pure Power Health any Content and/or other materials (including any Intellectual Property Rights therein and thereto), you hereby grant, to Pure Power Health a non-exclusive, worldwide, royalty-free, sublicenseable perpetual license to use and store the same including in relation to Pure Power Health conduct of its business or performance of any services in relation to the Network. 

 10.2. Use of Your Personal Information.  Pure Power Health and Pure Power Health Related Parties may use your personal information (i) for the purpose of facilitating your participation in the Network, which may include, indexing your name and relevant information about your business in the Network Publisher database, (ii) making such information available to Network Advertisers in furtherance of possible business relationships, (iii) to facilitate payments to you, (iv) to contact you generally regarding your use of the Network (and you agree to receive email and other communications regarding the Network and your participation in the Network from Pure Power Health and any Pure Power Health Related Parties), (v) for overall benchmarking and analysis of the Network and (vi) to conduct an investigation to determine if you have violated any provision of this Agreement and as part of such investigation Pure Power Health may share your personal information with a third party or a law enforcement agency that needs such information in order to support such investigation.  If you live or if you are a business that is headquartered in Europe, you hereby acknowledge and agree that your personal data may be transferred or stored outside the Europe in order to facilitate your use of the Offerings, including processing commission payments owed to you by Network Advertisers.

 10.3. Use of your Name. You agree that Pure Power Health may refer to you by name in connection with the Network and/or the performance or provision of any Offerings, including in communications sent to actual or prospective participants of the Network.

 10.4. Disclosure of Business Relationship. Nothing in this Agreement shall prevent Pure Power Health from making any public or private statements about your business relationship with Pure Power Health and/or any Network Advertiser and/or your participation in the Network.

10.5. Use of your Logo. Pure Power Health will not use any of your logos and/or other trademarks without your prior written approval, except as expressly provided in this Agreement. Any and all uses of your logos and/or other trademarks shall be in accordance with your specified usage and/or brand guidelines.

11. Representations and Warranties

 You hereby represent, warrant, covenant, undertake and agree follows:

 a. You have the legal right to conduct any business conducted by you including in respect of any Site(s) participating in the Network and to the extent that you are an individual, you are at least eighteen years of age; and

 b. Any and all information you provided as part of the registration process or otherwise is and shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Pure Power Health; and

 c. This Agreement has been duly and validly authorized, accepted, executed and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; and 

 d. The performance by you of this Agreement and any Engagement to which you are or become a party does not and will not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to you, and (ii) if you are an entity, any provision of your certificate of incorporation or other organizational documents. 

 12. Non-Disclosure 

12.1.  Confidential Information. You acknowledge that in connection with your participation in the Network and/or in one or more Engagements you will be provided with confidential and proprietary data and information from time to time. Such confidential and proprietary data and information may be owned variously by Pure Power Health or Network Advertisers and/or its or their suppliers or contractors. You will retain ownership of any data and information that you independently collect through your Sites without the use of Offerings, provided that any data and information that may be provided by you to Pure Power Health shall be deemed to be covered by the licenses granted to Pure Power Health under this Agreement.  Confidential information of Pure Power Health includes but is not limited to information about tracked activities contained in reports, non-public information about Advertisers and software code made available to you by Pure Power Health to facilitate your participation in the Network.

 12.2.  Duty of Care. You will keep confidential information, including reports, data and other information provided to you through the Network Publisher Account Area or otherwise strictly confidential. Without Pure Power Healths prior written consent, you will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement and/or your Engagements. 

12.3.  Need to Know Basis. You may disclose any such confidential information only to your employees, officers, directors, lawyers or business advisors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.

12.4.  Legally Required Disclosures. If you receive any document request, interrogatory, subpoena or other legal process ("Request") that would, by its terms, require the disclosure of any confidential information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, you will, unless otherwise prohibited by law or an order of a competent court, notify Pure Power Health in writing of your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, Pure Power Health may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by Pure Power Health, you may not make such disclosure absent an order or directive from the tribunal from which a Request was issued.  Pure Power Health will be entitled to seek and obtain injunctive relief preventing any breach of your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking.