MERCH RETREATS BLOG

AFFILIATE PARTNER PROGRAM AGREEMENT

Last updated: 09 February 2026

By clicking on “Sign Up” (or a similar box or button) when you sign up to be an Evolv Affiliate Partner or participate in any Affiliate Partner Program activities, you agree to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as partner (“You” or “Partner”), and Evolv. Yoga (“Evolv”, "us", "we"). Each of Partner and Evolv may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at https://evolv.com/partner-program-agreement. Evolv. reserves the right to update and change the Agreement by posting updates and changes here: https://evolv.com/partner-program-agreement. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Evolv's other policies, including but not limited to Evolv's Terms & Conditions and Privacy Policy. For the avoidance of doubt, all such Evolv Policies form part of this Agreement and are incorporated by reference.

Updates and Changes

Evolv reserves the right to update, modify, or change this income disclaimer at any time without prior notice. Any changes will be effective immediately upon posting on this page. It is your responsibility to review this disclaimer periodically to stay informed of any updates. Your continued use of our website, products, or services after any changes constitutes your acceptance of the revised disclaimer.

Governing Law and Jurisdiction

This income disclaimer, and any disputes arising from or relating to it, shall be governed by and construed in accordance with the laws of Western Australia, Australia. By accessing or using our website, products, or services, you agree that any legal action or proceeding between you and Evolv. yoga shall be brought exclusively in the courts of Western Australia, Australia.

If you access this site or participate in our programs from outside Australia, you are responsible for compliance with all local laws applicable to you. Evolv makes no representation that the content or operation of this site complies with laws outside Australia.

Limitation of Liability and Indemnification

To the fullest extent permitted by law, Evolv, its owners, employees, agents, and affiliates shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of income, profits, goodwill, data, or other intangible losses, arising out of or in connection with your participation in the partner program, even if we have been advised of the possibility of such damages.

You agree to indemnify, defend, and hold harmless Evolv, its owners, employees, agents, and affiliates from and against any and all claims, damages, liabilities, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:

  • Your breach of this agreement,
  • Your violation of any law or the rights of a third party,
  • Your marketing activities or misuse of Evolv’s intellectual property.

If you are dissatisfied with any aspect of the partner program, your sole and exclusive remedy is to discontinue participation.

Data Protection and Privacy

You agree to comply with all applicable data protection and privacy laws, including but not limited to the Australian Privacy Act, the General Data Protection Regulation (GDPR), and any other relevant local or international regulations.

You may only collect, use, store, or process personal data obtained through your participation in the Evolv partner program for the sole purpose of promoting Evolv products and services, and only as expressly permitted by this agreement. You must not share, sell, or misuse any personal data of customers, leads, or other partners.

You are responsible for implementing appropriate technical and organisational measures to protect any personal data you handle against unauthorised access, loss, or disclosure.

If you become aware of any actual or suspected data breach involving personal data related to Evolv, you must notify us immediately and cooperate fully in any investigation or remediation.

Upon termination of your participation in the partner program, you must securely delete or return all personal data obtained through the program, unless otherwise required by law.

Any failure to comply with these data protection and privacy obligations may result in immediate termination of your participation and potential legal action.

1. Partner Responsibilities

1.1. Marketing Activities

  • Partner will bear all costs and expenses related to Partner’s marketing or promotion of Evolv or Partner’s products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by Evolv in its sole discretion.
  • In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
  • Without limiting the generality of Section 1.1.2, Partner will (i) not send any email regarding Evolv to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Evolv; and (iii) not imply that such emails are being sent on behalf of Evolv.
  • A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Evolv; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Evolv; (iii) make any false, misleading or disparaging representations or statements with respect to Evolv; (iv) solicit any of Evolv's customers to leave Evolv; (v) copy, resemble or mirror the look and feel of Evolv’s websites, Evolv’s Trademarks (as defined below) or Evolv’s services or otherwise misrepresent Partner’s affiliation with Evolv; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Evolv, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Evolv or the Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates Evolv's Policies, including but not limited to our Terms & Conditions.
  • Anything Partner communicates in marketing or advertising any Evolv product, service or opportunity must be true and accurate. Claims that relate to any Evolv product, service or opportunity that are untrue or fraudulent are strictly prohibited. Partner may not claim that any government, person, or entity endorses or supports Evolv. Partner may not use the intellectual property of any other person or entity in advertising any Evolv product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities

  • Partner will not promote or advertise Evolv on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
  • Partner will not use its links directly in any pay-per-click advertising;
  • Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Evolv Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Evolv Trademarks.
  • Partner will not create or participate in any third party networks or sub-affiliate networks without the express written permission of Evolv.
  • Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
  • Partner will not use direct linking to any page on any Evolv website, without prior written permission from Evolv.
  • Partner will not mask its referral sites or use deceptive redirecting links.
  • Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Evolv, any other customer or partner of Evolv, or Evolv itself.

1.4. FTC Guidelines

  • The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Evolv, Partner receives compensation for referrals made to Evolv. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.
  • Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring customers to Evolv; and (b) Partner is not engaged in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines.

1.5. Active Membership Requirement

  • Participation in the Affiliate Partner Program is strictly limited to individuals with an active Evolv online membership, either monthly or annual. If your Evolv online membership is cancelled, suspended, or otherwise inactive at any time, your participation in the Partner Program will be automatically terminated and you will forfeit any unpaid or future Referral Fees. Reactivation of your Evolv online membership does not entitle you to Referral Fees for Sold Offers made during any period of inactivity.

1.6. Other Partner Terms

  • Partner must have an active PayPal account in which to receive payment of any Referral Fees. This is the only method in which Evolv will pay You the Referral Fees. If you do not currently have a PayPal account, you can sign up here https://www.paypal.com/us/home.
  • If the Partner is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Partner activities.
  • You confirm that You are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose. 
  • To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Evolv may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Evolv will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Evolv cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
  • Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sub-licenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
  • Partner will promptly inform Evolv of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Evolv by any third party.
  • Partner acknowledges and agrees that Evolv may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Evolv's website, available at https://evolv.com/partner-program-agreement and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Evolv will provide reasonable notice by email. Partner’s continued participation in the Evolv Partner Program after the amended Partner Program Agreement is posted to Evolv's website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Evolv Partner Program.
  • Partner acknowledges and agrees that Partner’s participation in the Evolv Partner Program, including information transmitted to or stored by Evolv, is governed by the Evolv Policies found at https://www.evolvyoga.com.au/terms.
  • If Partner’s recruiting efforts include claims related to the potential income a Evolv customer can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Evolv, the following guidelines must be adhered to: (a) Your statements must be completely true and accurate and supported by evidence; (b) if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and (c) Your statements must be accompanied by the Evolv Income Disclosure Statement found at https://evolvyoga.com.au/income-disclaimer.

2. Referral Fees

2.1. Payment of Referral Fees

  • Upon acceptance into the Affiliate Partner Program, you will be assigned one or more unique Partner URLs for use in promoting Evolv. When a prospect (“Prospect”) clicks your Partner URL, a cookie or similar tracking technology (“Cookie”) will be set in their browser. If the Prospect creates an evolv. membership or makes a qualifying purchase using your Partner URL, and the Cookie is present, this will register a “Sale,” and the resulting account will be considered a “Sold Offer.”
  • Subject to your full compliance with this Agreement, you will earn a Referral Fee for each Sold Offer that results in actual payment to evolv. Referral Fee rates vary by offer and are calculated as a percentage of the base subscription or one-time purchase price actually received by Evolv for the Sold Offer.
  • For payments made via PayPal, Referral Fees will be paid on the 1st of each month, regardless of amount. For all other payment methods, Referral Fees will be paid on the 1st of each month only if your total accrued Referral Fees have reached the minimum payout threshold set by Evolv at its sole discretion (currently AUD $100). If your account balance is below this threshold, payment may be deferred until the next monthly payout period in which your balance meets or exceeds the minimum. evolv. yoga reserves the right to change the minimum payout threshold and to withhold payment of Referral Fees until your account balance meets the threshold, regardless of the standard payout schedule. All payments are subject to processing times by PayPal or your bank and will be credited to your account when cleared by the payment provider.
  • Referral Fees are only paid for completed transactions where evolv. has actually received payment. No Referral Fee is due if a transaction is cancelled, refunded, charged back, or otherwise not completed. If a Sold Offer is later refunded or charged back after a Referral Fee has been paid, the corresponding Referral Fee will be deducted from your future payouts.
  • All Referral Fees will be paid via PayPal. You are required to maintain an active PayPal account to receive payments. For partners based in Australia, evolv. yoga may, at its sole discretion, offer payment by direct bank transfer as an alternative. The choice of payment method rests solely with evolv. yoga. Failure to provide accurate and up-to-date payment information may result in delayed or forfeited payments.
  • A referral will only be attributed to your Partner account if the customer uses your affiliate link directly or contacts [email protected] within 30 days of subscribing to request manual attribution. If attribution does not occur within 30 days, you forfeit any claim to Referral Fees for that customer.
  • Evolv. reserves the right, in its sole discretion, to withhold or reverse Referral Fees for any Sale it determines to be fraudulent, in violation of this Agreement, or otherwise improper. If such determination is made after payment, the amount will be deducted from future Referral Fees.
  • A customer may request to be removed from your Partner account at any time, after which you will no longer be entitled to Referral Fees for that customer.
  • No Referral Fees will be paid for Sold Offers made by you, your own accounts, or any affiliated business.

2.2. Partner Representations and Taxes

  • You represent and warrant that you operate as an independent business and have satisfied all legal, tax, and licensing requirements necessary for your business activities. You are solely responsible for all tax liabilities arising from Referral Fees paid to you by evolv.

2.3. Self-Dealing, Inventory Loading, and Rebates

  • You are strictly prohibited from earning Referral Fees on payments made for your own accounts, accounts you control, or accounts opened under fictitious or third-party names for the purpose of generating Referral Fees or incentives. You may not pay for another person’s account, refer yourself, or refer any affiliated business. Offering cash rebates or monetary incentives to prospects in exchange for signing up is strictly prohibited.
  • Any violation of this section constitutes a material breach of this Agreement. evolv. reserves the right to require repayment of all Referral Fees earned in violation, and to pursue any other remedies available.

‍3. Termination

 3.1 Termination

  • Any party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, unless otherwise specified herein.

  • Evolv may, at its sole discretion, suspend or terminate your participation in the Partner Program and/or this Agreement immediately and without notice if you engage in fraudulent, abusive, or otherwise unacceptable behaviour, breach this Agreement or any Evolv policy, or act in a manner that could harm Evolv’s reputation or business interests. In such cases, all unpaid and future Referral Fees will be forfeited.

  • If your Evolv Partner Program account is cancelled or suspended for any reason, your participation in the Partner Program will be automatically terminated, and you will forfeit all unpaid and future Referral Fees. If you later you are able to reactivate your Evolv Partner Program, you will not be entitled to Referral Fees from Sold Offers made prior to reactivation.

3.2 Effects of Termination

  • Upon termination, you must immediately cease all use and display of Evolv materials, trademarks, and intellectual property, and remove all related content from your websites, social media, and marketing channels.
  • All rights granted to you under this Agreement, including access to the Partner Account, Dashboard, and Affiliate Portal, will terminate immediately.
  • Unless otherwise determined by Evolv in its sole discretion, you will not be entitled to any further payments of Referral Fees after the effective date of termination.

3.3 Survival

  • The following sections will survive termination or expiration of this Agreement: Proprietary Rights, Confidentiality, Disclaimer of Warranty, Limitation of Liability and Indemnification, General Provisions, and any other provisions that by their nature are intended to survive.
  • Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
  • Fraudulent or other unacceptable behaviour by Partner, including breach of this Agreement or any Evolv Policies, as determined by Evolv in its sole discretion, may result in one or more of the following actions being taken by Evolv: (a) termination of Your affiliation with Evolv in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Partner Program; and/or (c) termination of Your Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
  • At any time that your Evolv Partner Program account is cancelled or suspended by either Party, Partner’s participation in the Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees. If Partner later activates a Evolv Partner Program account, Partner will be entitled to apply for participation in the Partner Program and to earn Referral Fees on any new Sold Offer. For the purpose of clarity, Partner will forfeit all Referral Fees from its Sold Offers prior to such termination.

4. Intellectual Property Rights

4.1. Evolv Materials

  • All Evolv Materials will be solely created and provided by Evolv unless otherwise agreed to by Evolv in writing in advance. Evolv will provide Partner with copies of, or access to, Evolv Materials. By using the Evolv Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Evolv Materials. The Evolv Materials are provided “as is” and without warranty of any kind.
  • Partner may display Evolv Materials on its websites solely for the purpose of marketing and promoting Evolv and its products and services during the term of this Agreement, or until such time as Evolv may, upon reasonable prior notice, instruct Partner to cease displaying the Evolv Materials. Partner may not alter, amend, adapt or translate the Evolv Materials without Evolv’s prior written consent. Nothing contained in any Evolv Materials will in any way be deemed a representation or warranty of Evolv. The Evolv Materials will at all times be the sole and exclusive property of Evolv and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by Evolv to make changes or modifications to the Evolv Materials.
  • “Evolv Materials” means any marketing or promotional materials relating to Evolv or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Evolv Trademarks.

4.2. Evolv Trademarks

  • During the term of this Agreement, Evolv hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Evolv Trademarks for the sole purpose of marketing and promoting Evolv and its products and services. Partner acknowledges and agrees that: (a) it will use Evolv’s Trademarks only as permitted under this Agreement; (b) it will use the Evolv Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Evolv in writing from time to time; (c) the Evolv Trademarks are and will remain the sole property of Evolv; (d) nothing in this Agreement will confer in Partner any right of ownership in the Evolv Trademarks and all use thereof by Partner will inure to the benefit of Evolv; (e) Partner will not, now or in the future, apply for or contest the validity of any Evolv Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Evolv Trademarks.
  • “Evolv Trademarks” means the trademarks, logos, service marks and trade names of evolv Yoga, whether registered or unregistered, including but not limited to the word mark EVOLV and the “evolv.” design.

4.3. Trademark Usage Guidelines

Partner shall only use and visually present the Evolv Trademarks as follows. Partner agrees that Your use of the Evolv Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Partner Program, this Agreement, and the license and/or permission to use the Evolv Trademarks.

  • Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
  • The Evolv Trademarks are our exclusive property. All goodwill that results from Your use of the Evolv Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Evolv Trademarks.
  • The Evolv Trademarks must be used in a respectful manner. The Evolv Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Evolv Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
  • You may use the Evolv® mark to advertise Evolv in your non-paid advertising. Any time You use the Evolv® mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Evolv. Whether Your use of Evolv® is confusing will be determined by Evolv in Evolv’s sole and absolute discretion.
  • Any time You use the word “Evolv” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of evolv Yoga.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent or representative of evolv Yoga. Evolv does not in any way endorse my products or services. I am an independent Evolv Affiliate Partner and I receive referral payments from Evolv in this role. All opinions expressed herein are my own and are not official statements of Evolv or any party affiliated with Evolv.

4.4. Restrictions on Partner’s Use of the Evolv Trademarks

Notwithstanding Section 4.1, Partner will not:

  • use the Evolv Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Evolv in advance of each use; or
  • purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the Evolv Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Evolv Trademarks.

4.5. Proprietary Rights of Evolv

As between Partner and Evolv, the Evolv Materials, Evolv Trademarks, all information relating to Evolv’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Evolv or otherwise related to Evolv’s services, the Partner Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Evolv Property”) will be and remain the sole and exclusive property of Evolv. To the extent, if any, that ownership of any Evolv Property does not automatically vest in Evolv by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Evolv, upon the creation thereof, all rights, title and interest Partner may have in and to such Evolv Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5. Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Evolv and Partner, any information related to a Evolv customer or other partner is the Confidential Information of Evolv.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

‍6. Disclaimer Of Warranty

The Evolv Affiliate Partner Program, the Evolv products and services, the Evolv Trademarks, and the Evolv Materials are provided “as-is”. Evolv makes no warranties under this Agreement, and Evolv expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Evolv further disclaims all representations and warranties, express or implied, that the Evolv products and services, the Evolv Trademarks, or the Evolv Materials satisfy all of Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

7. Limitation Of Liability And Indemnification

7.1. Limitation of Liability

Evolv will have no liability with respect to the Evolv Affiliate Partner Program, the Evolv products and services, the Evolv Trademarks, the Evolv Materials or Evolv’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Evolv’s products and services, the Evolv Trademarks, the Evolv Materials or Partner’s participation or inability to participate in the Evolv Affiliate Partner Program, even if Evolv has been advised of the possibility of such damages. In any event, Evolv’s liability to Partner under this Agreement for any reason will be limited to the Referral Fees paid to Partner by Evolv during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Partner Indemnification‍

Partner agrees to indemnify, defend and hold harmless Evolv and the directors, managers, officers, owners, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Evolv granted by Partner to any third party; (d) Partner’s breach of any term of this Agreement or the Evolv Policies (including any documents it incorporates by reference); (e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Partner’s taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; and (h) Partner’s non-compliance or violation of any applicable laws, rules or regulations, including the FTC guidelines.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.‍

8. General Provisions

8.1. Force Majeure

Evolv will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither Evolv nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to [email protected].

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all Evolv Policies listed on evolyoga.com.au, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Evolv nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Evolv will be permitted to assign this Agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Evolv’s prior written consent, to be given or withheld in Evolvi’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the South Australia, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Orange County, California and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials

Evolv is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Partner’s products or services, provided that Evolv does not use Partner’s Confidential Information in so doing.

8.10. Modifications to this Agreement

Evolv may modify this Agreement (including any Evolv Policies) at any time by posting a revised version on the Evolv website or by otherwise notifying Partner in accordance with Section 8.4. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms. It is Your responsibility to check the Evolv website regularly for modifications to this Agreement. We last modified this Agreement on the date listed on the end of this Agreement.

8.11. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8.12. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to Evolv under this Agreement and under applicable law, Evolv will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Partner’s access to the Partner Program; (c) receive a prompt refund of all amounts paid to Partner under this Agreement;and (d) be indemnified for any losses, damages or liability incurred by Evolv in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.13 Evolv’s Right to Monitor‍

Evolv has the right, but not the obligation, to monitor or investigate any Partner website and Your use of Evolv’s products or services at any time for compliance with this Agreement or the Evolv Policies. Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.