Hero Program Agreement

November 10, 2020

 

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By clicking on “I agree” (or a similar box or button) when you sign up to be an Arangio Hero or participate in any Hero Program activities, you agree to be bound by the following Hero Program Agreement (the “Agreement”). The Agreement is between you, as Hero (“You” or “Hero”), and PEAK Strength & Conditioning, LLC DBA Arangio (“Arangio”). Each of Hero and Arangio 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://Arangio.com/policies/hero-program-terms. Arangio reserves the right to update and change the Agreement by posting updates and changes here: https://Arangio.com/policies/hero-program-terms. 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 Hero Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Arangio’s other policies, including but not limited to Arangio’s Arangio’s Terms of Service and Privacy Policy, all of which are included in our Legal and Policy Center (collectively, “Arangio’s Policies”). For the avoidance of doubt, all such Arangio Policies form part of this Agreement and are incorporated by reference. ‍

1. Hero Responsibilities

1.1. Marketing Activities

1. Hero will bear all costs and expenses related to Hero’s marketing or promotion of Arangio or Hero’s products or services associated with Hero’s participation in the Hero Program (collectively, “Hero Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Arangio in its sole discretion.
2. In no event will Hero engage in any Hero Marketing Activities except as expressly set forth in this Agreement. In conducting all Hero Marketing Activities, Hero will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
3. Without limiting the generality of Section 1.1.2, Hero will (i) not send any email regarding Arangio to any individual or entity that has not requested such information; (ii) always include Hero’s contact information and “unsubscribe” information in any email regarding Arangio; and (iii) not imply that such emails are being sent on behalf of Arangio.
4. A Hero will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Arangio; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Arangio; (iii) make any false, misleading or disparaging representations or statements with respect to Arangio; (iv) solicit any of Arangio’s customers to leave Arangio; (v) copy, resemble or mirror the look and feel of Arangio’s websites, Arangio’s Trademarks (as defined below) or Arangio’s services or otherwise misrepresent Hero’s affiliation with Arangio; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Arangio, 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 Arangio or the Hero’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 Arangio’s Policies, including but not limited to our Acceptable Use Policy.
5. Anything Hero communicates in marketing or advertising any Arangio product, service or opportunity must be true and accurate. Claims that relate to any Arangio product, service or opportunity that are untrue or fraudulent are strictly prohibited. Hero may not claim that any government, person, or entity endorses or supports Arangio. Hero may not use the intellectual property of any other person or entity in advertising any Arangio product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Hero 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

1. Hero will not promote or advertise Arangio 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.
2. Hero will not use its links directly in any pay-per-click advertising;
3. Hero will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Arangio Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Arangio Trademarks.
4. Hero will not create or participate in any third party networks or sub-affiliate networks without the express written permission of Arangio.
5. Hero 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.
6. Hero will not use direct linking to any page on any Arangio website, without prior written permission from Arangio.
7. Hero will not mask its referral sites or use deceptive redirecting links.
8. Hero will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Arangio, any other customer or Hero of Arangio, or Arangio itself.

1.4. FTC Guidelines

1. 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 Hero Program with Arangio, Hero receives compensation for referrals made to Arangio. This may establish a “material connection” according to FTC rules, which creates an obligation for Hero to provide disclosure to consumers.
2. Full compliance with these guidelines requires, among other things, that (a) Hero clearly and conspicuously disclose that Hero is being compensated for referring customers to Arangio; and (b) Hero is not engaged in misleading or deceptive advertising. For further information Hero should refer to the statement released by the FTC regarding these guidelines.

1.5. Other Hero Terms

1. Hero must have an active Arangio customer account.
2. Hero must have an active PayPal account in which to receive payment of any Referral Fees. This is the only method in which Arangio 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.
3. If the Hero 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 Hero activities.
4. You confirm that You are becoming a Hero for the purposes of carrying on a business activity and not for any personal, household or family purpose.
5. To become a Hero, Hero must create a Hero Account by providing all information indicated as required. Arangio may reject an application for a Hero Account for any reason, in its sole discretion. Hero acknowledges that Arangio will use the email address provided by Hero as the primary method for communication. Hero is responsible for keeping its Hero Account password secure. Arangio cannot and will not be liable for any loss or damage arising from Hero’s failure to maintain the security of the Hero Account and password.
6. Hero acknowledges and agrees that Hero will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Hero.
7. Hero will promptly inform Arangio of any information known to Hero that could reasonably lead to a claim, demand or liability of or against Arangio by any third party.
8. Hero acknowledges and agrees that Arangio may amend this Agreement at any time by posting the relevant amended and restated Hero Program Agreement on Arangio’s website, available at https://www.arangio.com/hero-program-terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Arangio will provide reasonable notice by email. Hero’s continued participation in the Arangio Hero Program after the amended Hero Program Agreement is posted to Arangio’s website constitutes Hero’s agreement to, and acceptance of, the amended Agreement. If Hero does not agree to any changes to the Agreement, Hero must terminate the Agreement by discontinuing its participation in the Arangio Hero Program.
9. Hero acknowledges and agrees that Hero’s participation in the Arangio Hero Program, including information transmitted to or stored by Arangio, is governed by the Arangio Policies found at https://www.arangio.com/hero-program-terms.
10. If Hero’s recruiting efforts include claims related to the potential income a Arangio 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 Arangio, 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 Arangio Income Disclosure Statement found at https://www.arangio.com/income-disclaimer. ‍

2. Referral Fees

2.1. Payment of Fees

1. Upon acceptance into the Hero Program, You will be assigned one or more unique Hero URLs that You will use to advertise Arangio. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Arangio account by using Your Hero URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Hero Cookies, the most recently-acquired Cookie will determine which Hero is credited with a Sale. In the event that a Sold Account later upgrades its Arangio account, such upgrade will be credited to the Hero that was the original referring Hero, despite the fact that such update may have come through a different Hero account.
2. Subject to Hero’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Arangio monthly or annually. The referral fee amount is 8% of all fees received by Arangio for a Sold Account (the “Referral Fees”). Payments of any Referral Fees will be made on the 25th of each month following Arangio’s receipt of such payments.
3. Referral Fees are paid only for transactions that actually occur between Arangio and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Arangio, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Hero account within 30 days from such referral’s subscribing to Arangio’s services, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Hero account, a referral must either use your affiliate link directly or reach out to "[email protected]" within those first 30 days requesting to be linked. If payment for a Sold Account later results in a refund or chargeback, and if a Referral Fee was paid to You for that Sold Account payment, then the applicable Referral Fee will be deducted from any future Referral Fees. If Arangio determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Arangio’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Arangio after payment, such amounts shall be deducted from any future Referral Fees. A referral may request at any time to be removed from Your Hero Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.
4. No Referral Fees will be paid on any Sold Account that is an affiliated business of the applicable Hero.
5. Prospects that are referred to Arangio through a customer account that is not a participant in the Hero Program will receive an email notification from Arangio inviting them to join the Hero Program. Referral Fees from such referrals will be paid if the customer joins the Hero Program within two (2) months of such notification. If the customer does not join the Hero Program within such two (2) month period, such Referral Fees will be forfeited even if such customer later joins the Hero Program.

2.2. Hero Representations; Taxes

1. Hero hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Hero's business, if any, such as licensing, tax and other business operation requirements.
2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Arangio. If You are not a resident of the United States, Arangio may withhold tax (including without limitation VAT) where required to by applicable law. Where Arangio is required to withhold tax, Arangio will document such withholding.

2.3. Inventory Loading/Rebates

Hero will not be paid any Referral Fees for payments made on Your own User Account(s). Hero is not permitted to open a Arangio account under the name of another person or entity, or under a fictitious name. Hero is not permitted to open a Arangio account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Hero may not pay for another person’s account. Hero is not permitted to refer itself or any affiliated business. Hero is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Arangio all Referral Fees earned as a result of any such violation. ‍ ‍

3. Termination

3.1. Termination

1. 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.
2. Fraudulent or other unacceptable behavior by Hero, including breach of this Agreement or any Arangio Policies, as determined by Arangio in its sole discretion, may result in one or more of the following actions being taken by Arangio: (a) termination of Your affiliation with Arangio in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Hero Program; and/or (c) termination of Your Hero 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.
3. At any time that your Arangio customer account is cancelled or suspended by either Party, Hero’s participation in the Hero Program shall be automatically terminated and Hero shall no longer be entitled to any further Referral Fees. If Hero later activates a Arangio customer account, Hero will be entitled to apply for participation in the Hero Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Hero will forfeit all Referral Fees from its Sold Accounts prior to such termination.

3.2. Results of Termination

1. Upon termination of this Agreement: (a) Hero will immediately cease displaying any Arangio Materials (as defined below) or any Arangio Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Hero under this Agreement will immediately cease, including but not limited to the right of Hero to access the Hero Account and Hero Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Arangio in its sole discretion.
2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Arangio), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.‍ ‍

4. Intellectual Property Rights

4.1. Arangio Materials

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

4.2. Arangio Trademarks

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

4.3. Trademark Usage Guidelines

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

1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
2. The Arangio Trademarks are our exclusive property. All goodwill that results from Your use of the Arangio Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Arangio Trademarks.
3. The Arangio Trademarks must be used in a respectful manner. The Arangio 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 Arangio 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.
4. You may use the Arangio® mark to advertise Arangio in your non-paid advertising. Any time You use the Arangio® 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 Arangio. Whether Your use of Arangio® is confusing will be determined by Arangio in Arangio’ sole and absolute discretion.
5. Any time You use the word “Arangio” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of Arangio, LLC.

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 Arangio. Arangio does not in any way endorse my products or services. I am an independent Arangio Hero and I receive referral payments from Arangio in this role. All opinions expressed herein are my own and are not official statements of Arangio or any party affiliated with Arangio.

4.4. Restrictions on Hero’s Use of the Arangio Trademarks

Notwithstanding Section 4.1, Hero will not:

Use the Arangio Trademarks or variations or misspellings thereof in Hero’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 Arangio 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 Arangio Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Arangio Trademarks.

4.5. Proprietary Rights of Arangio

As between Hero and Arangio, the Arangio Materials, Arangio Trademarks, all information relating to Arangio’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 Arangio or otherwise related to Arangio’s services, the Hero Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Arangio Property”) will be and remain the sole and exclusive property of Arangio. To the extent, if any, that ownership of any Arangio Property does not automatically vest in Arangio by virtue of this Agreement, or otherwise, and vests in Hero, Hero hereby transfers and assigns to Arangio, upon the creation thereof, all rights, title and interest Hero may have in and to such Arangio 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 Arangio and Hero, any information related to a Arangio customer or other Hero is the Confidential Information of Arangio.

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 Arangio Hero Program, the Arangio products and services, the Arangio Trademarks, and the Arangio Materials are provided “as-is”. Arangio makes no warranties under this Agreement, and Arangio 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, Arangio further disclaims all representations and warranties, express or implied, that the Arangio products and services, the Arangio Trademarks, or the Arangio Materials satisfy all of Hero’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

Arangio will have no liability with respect to the Arangio Hero Program, the Arangio products and services, the Arangio Trademarks, the Arangio Materials or Arangio’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 Arangio’s products and services, the Arangio Trademarks, the Arangio Materials or Hero’s participation or inability to participate in the Arangio Hero Program, even if Arangio has been advised of the possibility of such damages. In any event, Arangio’s liability to Hero under this Agreement for any reason will be limited to the Referral Fees paid to Hero by Arangio 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. Hero Indemnification‍

Hero agrees to indemnify, defend and hold harmless Arangio 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) Hero’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Hero’s negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Arangio granted by Hero to any third party; (d) Hero’s breach of any term of this Agreement or the Arangio Policies (including any documents it incorporates by reference); (e) any third party claim that Hero’s products or services infringes the intellectual property or other rights of a third party; (f) Hero’s taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Hero’s products or services; and (h) Hero’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 Hero 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 Hero will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Hero 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

Arangio 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 Arangio nor the Hero 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 Heroship 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 (a) on the delivery date if delivered personally, or by email to Hero’s email address listed in the Hero Account, and to "[email protected]"; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Hero at the address provided in the Hero Account, and to Arangio at 17100 Laguna Canyon Rd., Irvine, CA 92603, Attention: Legal Department.

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 Arangio Policies listed on Arangio.com, 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 Arangio nor the Hero 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. Arangio will be permitted to assign this Agreement without notice to or consent from Hero. Hero 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 Arangio’s prior written consent, to be given or withheld in Arangio’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, 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 Harrisburg, Pennsylvania 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

Arangio 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 Hero’s products or services, provided that Arangio does not use Hero’s Confidential Information in so doing.

8.10. Modifications to this Agreement

Arangio may modify this Agreement (including any Arangio Policies) at any time by posting a revised version on the Arangio website or by otherwise notifying Hero in accordance with Section 8.4. By continuing to participate in the Hero Program after the effective date of any modifications to this Agreement, Hero agrees to be bound by the modified terms. It is Your responsibility to check the Arangio 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 Hero of any provision of this Agreement, in addition to all other rights and remedies available to Arangio under this Agreement and under applicable law, Arangio 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 Hero’s access to the Hero Program; (c) receive a prompt refund of all amounts paid to Hero under this Agreement;and (d) be indemnified for any losses, damages or liability incurred by Arangio 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 Arangio’s Right to Monitor‍

Arangio has the right, but not the obligation, to monitor or investigate any Hero website and Your use of Arangio’s products or services at any time for compliance with this Agreement or the Arangio 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.