Each participant in the Referral Partner Program offered by Code Red Fitness & Nutrition, LLC ("Code Red") at CodeRedLifestyle.com (the "Website") expressly agrees to this Referral Partner Agreement.

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. UNLESS YOU EXPRESSLY AGREE AND CONSENT TO THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE REFERRAL PARTNER PROGRAM. BY PARTICIPATING IN THE REFERRAL PARTNER PROGRAM, YOU ARE AGREEING TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS CONTRACT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT REGISTER FOR THE REFERRAL PARTNER PROGRAM.

This Agreement incorporates Code Red's terms, conditions, and policies (located on the Website) herein as if it were set forth in full.

Throughout this Agreement, "Referral Partner Program" and "Program" refers to the Referral Partner Program operated by Code Red in part for the Website.

1. Referral Partner Independent Contractor Status

Each Referral Partner is an independent contractor of Code Red and not an employee. Nothing herein is intended to create an employer/employee relationship.

The Program is not a “business opportunity” for purposes of the U.S. Federal Trade Commission’s Business Opportunity Rule, 16 C.F.R. § 437.1 et seq.

2. Commissions/Referral Fees

Whenever someone registers for the Code Red “10 Pound Takedown Challenge” (the “Challenge”) through your Referral Partner link and pays the entry fee, your Referral Partner ID is credited with a referral fee of Ten (U.S. $10) Dollars.

Before any Referral Partner may be sent a commission payment, the Referral Partner must submit to Code Red identification information. Such identification information shall include, at a minimum, a copy of a government issued, photo identification card (for example, a driver's license). These documents shall be sent to Code Red as per the instructions sent in your "Welcome, Referral Partner" email. You will not receive any payment from Code Red until such time as you submit the required documentation to Code Red.

3. Program Eligibility & Income Tax Liabilities

Only certain U.S. residents and business entities are eligible to become a Referral Partner. If you are not a U.S. resident or business entity, do not apply to become a Referral Partner.

Because residents of the states of California and New York are ineligible to become a Referral Partner, they should not apply to become a Referral Partner. And if, at any time following approval as a Referral Partner you become a resident of California or New York, you will become ineligible to participate in the Program. This Agreement will automatically terminate on the date you establish residency in that state. In addition, you must promptly notify us (by email, using a website contact form, or in writing by mail) of your residency in that state.

Each Referral Partner acts as an independent contractor and as such is responsible for any or all United States, state, local, or other income taxes and any other tax liabilities that affect or concern payments received as a Referral Partner from Code Red.

Before any Referral Partner may be sent a commission payment, the Referral Partner must submit to Code Red identification information and any required U.S. Internal Revenue Service (“IRS”) tax form. Identification information shall include, at a minimum, a copy of a government-issued photo identification card (e.g., a state driver's license). And U.S. residents must submit a completed IRS Form W-9.

4. Embargoed Nations & Specially Designated Nationals

The United States controls the export of products and information. Each Referral Partner agrees to comply with such restrictions and to not export or re-export the materials (including software) to countries or persons prohibited under the export control laws. By becoming a Referral Partner, you are agreeing that you are not in a country where such export is prohibited or are not a person or entity to which export is prohibited. You are responsible for compliance with the laws of your local jurisdiction with regard to the import, export, or re-export of the materials (including software).

Each Referral Partner is responsible for compliance with all applicable U.S. laws and regulations, including but not limited to, those laws pertaining to export control. By registering as a Referral Partner, you warrant that you are not a citizen or resident of a country designated as having Embargoed Nation Status and further, you also warrant that you are not on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Treasury Department. The products and/or services are exported from the United States in accordance with the Export Administration Regulations. Diversion to other countries is contrary to U.S. law and is prohibited.

In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Pub. L. 107-56, 115 Stat. 272, as reauthorized and amended, only those who have provided appropriate identification information and do not reside within an embargoed nation and who are not listed on the Specially Designated Nationals list may receive commission payments from either Code Red or its agent.

5. Commission Schedule

Commissions are paid once per month by PayPal or other electronic payment processor designated by Code Red from time to time. Each commission payment is paid on the fifteenth (15th) day of the month that occurs thirty-one (31) or more days after a customer referred by the Referral Partner has registered for the Challenge and paid the entry fee. For example, if a Referral Partner refers a customer who registers for the Challenge and pays the entry fee on June 27th, the commission payment for that sale would be paid out to the Referral Partner on August 15th.
Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason. Code Red reserves the unilateral right to reject any transaction within its sole discretion for any reason.

Code Red is not responsible for paying interest to Referral Partners for accrued but not yet delivered commission payments.

If a transaction incurs a charge-back, or if an online transaction is not completed in every way, no commission payment is due to the Referral Partner. If a commission has already been paid, then it will be deducted from an active Referral Partner’s future commissions.

All commissions are paid in U.S. Dollars by PayPal or alternative electronic payment processors designated by Code Red in its sole discretion.

Each Referral Partner is responsible for maintaining the Referral Partner’s PayPal account (and Referral Partner’s account with any other Code Red-designated electronic payment processor) in good standing, through which to receive their commission payments. If Referral Partner terminates the Referral Partner’s PayPal account (or account with any other Code Red-designated electronic payment processor), or the account becomes unavailable for any reason, Code Red is not responsible for Referral Partner’s failure to receive commission payments sent to that account.

Each Referral Partner is responsible for always maintaining their payment processor accounts through which they receive their commissions/referral fees.

6. Mobile Apps

If you include a Referral Partner link or otherwise promote the Program using a computer program designed to run on smartphones, tablet computers, or other mobile electronic devices (a “Mobile App”), the Mobile App must comply with the terms and conditions of this Agreement. In addition, the Mobile App can only be distributed to end users via Google Play, Apple’s App Store, Microsoft’s Windows Phone Apps+Games Store, and/or Amazon’s Appstore. Prior written approval by Code Red is required before distributing the Mobile App by any other means.

7. Mixing Of Products And Services

Competing Products - As a Referral Partner, you shall not market the Challenge or any other Code Red product or service in conjunction with competing products or services (as determined solely within Code Red’s discretion). This includes, but is not limited to, bundling Code Red Applications in offers for competing products.

Minors - As a Referral Partner of Code Red, the websites on which you advertise Code Red Applications may only include products or services that are not capable of being viewed by persons thirteen (13) years of age or younger unless Code Red specifically allows such products. The websites shall NOT contain any content or images that are unsuitable for being viewed by persons thirteen (13) years of age or younger if you include any reference whatsoever to Code Red, the Challenge, Code Red’s other products or services, the Website, or your Referral Partner Link.

Adult Content - On any website on which you include any reference whatsoever to Code Red or the Code Red Applications, you shall NOT include any reference whatsoever to any form of "Adult" or “Adult Entertainment” content. Any violation of these requirements will result in immediate termination of your Referral Partner status and you shall forfeit any commissions/referral fees that may be due.

Damages - In the event that any violation of the requirements in this Section 7 of the Agreement results in the suspension or termination of any payment processor for Code Red, you shall be liable for liquidated damages in the amount of U.S. One Hundred Thousand ($100,000) Dollars as well as actual and any consequential damages that Code Red may incur.

8. Payment Processor Fees

PayPal and other electronic payment processors designated by Code Red may charge processing fees. These fees may be deducted by the payment processor from the commissions paid to Referral Partners. Code Red is not responsible for such fees withheld from the monies paid as commissions.

9. Spam And Unsolicited Commercial Email (UCE)

Code Red does not tolerate the sending of unsolicited commercial emails (“UCE” a.k.a. junk email or spam email) that promote, or make reference to Code Red, or any of their associated companies or websites, partners, employees, the Websites, products or services. The provisions of Code Red's Anti-Spam Policy shall apply to each Referral Partner. Any Referral Partner who, in the opinion of Code Red, breaches this rule will have their Referral Partner status canceled and any outstanding commissions will be forfeited as partial compensation for the damages inflicted to Code Red by Referral Partner's breach.

10. Investigations by Law Enforcement or Government Agencies

Code Red reserves the right to reject any Referral Partner application or immediately terminate any Referral Partner from the Program who has ever been investigated by any law enforcement or government agency for the Referral Partner's marketing or advertising practices in online or offline business ventures. Every applicant for the Program must make full disclosure to Code Red of any such investigations, including the results of such investigations so that Code Red can make an informed decision as to whether the applicant is eligible for the Program.

Once an applicant is approved, the applicant must also make full disclosure to Code Red immediately of any such investigations that occur during the term such approved applicant is an Referral Partner. Any violation of the provisions of this paragraph shall constitute a material breach of this Agreement, the Referral Partner's status as an Referral Partner under this Program shall terminate without notice, and the Referral Partner shall forfeit all Referral Partner commissions as partial compensation for the damages inflicted to Code Red by Referral Partner's breach.

11. Unprofessional Conduct

Code Red and their associated companies operate with the strictest codes of professional conduct. Any Referral Partner who brings Code Red or their employees, partners, or associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Referral Partner status canceled and any outstanding commissions will be forfeited.

Code Red reserves the right to reject any Referral partner application if, in Code Red's opinion, that person or entity violates established laws or commonly held standards of decency. For example, Code Red will reject applications from any person or company that promotes any form of violence, illegal activities, or from applicants who Code Red prefers not to be associated with.

12. Marketing to Minors

Marketing to minors (individuals less than 18 years old) is prohibited. All Referral Partners must fully comply with the Children’s Online Privacy Protection Act (COPPA), 15 U.S.C. § 6501 et seq., and regulations promulgated thereunder. In addition, direct or indirect marketing to minors is strictly prohibited. Code Red reserves the unilateral right to suspend to cancel Referral Partner status if Code Red, the U.S. Federal Trade Commission (FTC), or another government agency determines that an Referral Partner has marketed to a minor, violated COPPA, or regulation promulgated there under. Any outstanding commissions will be forfeited as partial compensation for the damages inflicted to Code Red by Referral Partner's breach.

13. Referral Partner Status Disclosure

In your communications with the public and third parties concerning your relationship with Code Red, you must clearly disclose that you are a Referral Partner in a manner consistent with the U.S. Federal Trade Commission’s material connections disclosure requirements per 16 C.F.R. § 255.0 et seq. You shall not misrepresent or imply that the Referral affiliate relationship is a partnership, joint venture, endorsement of your business, or the like.

14. Keywords and Promotion

Without express prior written approval from Code Red, no Referral Partner shall register, own, lease, or otherwise use a domain name that includes “Cristy Nickel,” “Cristy Code Red,” or key words or key phrases consisting in whole or in part of Code Red's trademarks, service marks, and/or words contained in Code Red's domain name CodeRedLifestyle.com. Without express prior written approval from Code Red, no Referral Partner shall use any of these words either in a pay-per-click (PPC) or cost-per-action (CPA) campaign. Any violation of the provisions of this paragraph shall constitute a material breach of this Agreement, the Referral Partner's status as a Referral Partner under this Program shall terminate without notice, and the Referral Partner shall forfeit all Referral Partner commissions as partial compensation for the damages inflicted to Code Red by Referral Partner’s breach.

15. Negative Promotional Content

Referral Partners shall not use negative content to promote products or services sold by Code Red. This includes, but is not limited to, use of reviews or ads that refer to Code Red products or services as a "scam," "fraud," "bogus," "fake," "sucks," or synonyms or phrases that convey the same meaning. Code Red is aware that this marketing tactic may generate leads for a Referral Partner but it does so at the expense of Code Red's good name. Any violation of the provisions of this paragraph shall constitute a material breach of this Agreement, the Referral Partner's status as a Referral partner under this Program shall terminate without notice, and the Referral Partner shall forfeit all Referral Partner commissions as partial compensation for the damages inflicted to Code Red by Referral Partner's breach.

16. Monetary Incentives Prohibited

Referral Partners shall not use cash rebates or other monetary incentives to promote products or services sold by Code Red. This includes, but is not limited to, offering to rebate a portion of the purchase price to anyone who purchases via the Referral Partner's link for the Program. Such monetary compensation devalues the Program at the expense of Code Red. Any violation of the provisions of this paragraph shall constitute a material breach of this Agreement, the Referral Partner's status as a Referral Partner under this Program shall terminate without notice, and the Referral Partner shall forfeit all Referral Partner commissions as partial compensation for the damages inflicted to Code Red by Referral Partner's breach. However, nothing in this paragraph shall prevent a Referral Partner from providing non-monetary bonuses to purchasers as an inducement to purchase through the Referral Partner's link provided that such bonuses are otherwise permitted by law.

17. Referral Partner Sales and Tracking

After signing up for the Referral Partner Program, you will receive a unique Referral Partner URL ("Referral Partner Link") which you will use to advertise the Website. When someone clicks through this URL, a cookie will be set in their browser with your Referral Partner ID and their IP address may also be logged with your Referral Partner ID. During that visit to the Website or any later visit, when a purchase is made the commission will be given based on the existence of the cookie.

In order to receive proper credit for sales, a person or entity must purchase through your unique Referral Partner URL. Masking or cloaking of the links (whether done by software or by a script, and sometimes referred to as "Referral Partner link cloaking") may or may not work with parts of the Website and this Referral Partner Program. Code Red allows masking or cloaking but you must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed.

18. Term and Termination

This Agreement will begin upon your sign-up with the Referral Partner Program and will end when either you or Code Red terminates your Referral Partner status, or if your account is inactive in any continuous twelve (12) month period. A Referral Partner may terminate this Agreement at any time, and for any reason, by writing to - or emailing - Code Red at the email address listed on the Website. The Referral Partner may not assign or transfer this Agreement, or any rights conveyed in this Agreement, to any third party whatsoever.

Code Red may also terminate this Agreement at any time, and for any reason, by writing to Referral Partner at the email address listed in the Referral Partner's Profile, with 30 days notice. Code Red may transfer this Agreement to any party whatsoever, at any time, and this Agreement shall remain in full force and effect, without notice to Referral Partner. However, if this Agreement should terminate for cause due to violation of this Agreement or the Website's other terms, conditions, and policies, this Agreement shall terminate immediately and Referral Partner shall forfeit all right to any commissions then due.

19. Rights To Modify Agreement

Code Red, and its associated companies may, in good faith, modify any of this Agreement and/or the Website's other terms, conditions, and policies (including the Referral Partner Commission Schedule), at any time and at its sole discretion, by posting a change notice or a new Agreement on the Website. These changes will come into force immediately upon posting. The Referral Partner's continued participation in the Referral Partner Program following the said posting of a change notice or new Agreement shall constitute binding acceptance by the Referral Partner of the change.

If any modification to this Agreement is not acceptable to the Referral Partner, the Referral Partner's only recourse is to terminate this Agreement. Upon termination of this Agreement, the former Referral Partner must remove all Referral Partner links and graphics from its website, and refrain from publishing same in any manner whatsoever.

20. No Misuse

It is understood that any individual that uses Code Red's system shall not use it in connection with obscene, defamatory, slanderous, hateful, illegal or politically disruptive material, the definition of which shall be at the sole discretion of Code Red. It is also understood that Referral Partners shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the Referral Partner will be immediately terminated as a Referral Partner and any sums payable as and for commissions will be withheld. All Referral Partners further agree to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, shall be held liable for any loss sustained by Code Red, or its associates due to such action.

21. As-Is Only

There is no warranty or guarantee of any kind with respect to the Referral partner Program or Code Red's products and services as far as reliability, stability, quality or dependability. This means that Code Red and its associates are not responsible for any loss or damage incurred directly or indirectly due to the use of the Website, products, services, participation in the Referral partner Program, etc. This shall include, but is not limited to, any system malfunction, period of being inoperative or unavailable, loss of data, discontinuation of service, or other inconveniences.

22. Fees

Referral Partners shall be charged NO FEE by Code Red for setting up an account to join the Referral Partner Program.

23. Electronic Communications and Email

Code Red requires your primary email address be listed in your Referral Partner Profile. Referral Partners will not be able to use the Website or participate in the Referral Partner Program until their email addresses are verified. Those who fail to verify their email address or use an email address that generates an error response consistently (e.g., "User is over quota" or "Mailbox full") will forfeit any commissions due and this contract will be terminated immediately.

Furthermore, when you communicate with us by email, text message, telephone call, or other electronic means, you are agreeing that we can respond to you by the same or other electronic means of communication. You also agree that we can subsequently communicate with you for marketing and other commercial purposes by electronic means using the information you have provided to us (email address, mobile phone number, etc.) unless and until you make a signed written request by email or by mail to our address listed below that these subsequent communications cease. Your request must include the specific contact information you no longer wish us to use for communicating with you (email address, mobile phone number, etc.)

You may not use an email address with an auto responder as your Referral Partner email address.


When you visit Code Red's Websites or send emails to Code Red, you are communicating electronically. You consent to receive communications from Code Red electronically. Code Red will communicate with you by email or by posting notices on the website. You agree that all Agreements, notices, disclosures and other communications that Code Red provides to you electronically satisfy any legal requirement that such communications be in writing. If you are a Referral Partner, you understand that you may NOT opt out of any emails that you receive from Code Red. As a Referral Partner, you must continually have a valid email account on file with Code Red or Code Red reserves the right to terminate your participation immediately, without any refund of any license fees paid or payment of any commission due.

Unauthorized Charging Or Receipt Of Payments Through The Websites - No Referral Partner, or other
person or entity may use the Website, or Code Red payment processing system, for private transactions. Any revenue collected through the Website or through Code Red payment processing system may become the sole property of Code Red. Specifically, Referral Partners may not link to the Website for processing of products or services that are not wholly sponsored by Code Red and authorized by Code Red and further, may not link to the Website for processing of any products beyond what Code Red has identified as salable products for the Website and specific Referral Partner sales.

Should any Referral Partner of Code Red or other person or entity construct links that process orders through Code Red payment processing system, the act will be considered an attack of computing resources with intent to damage the Website and therefore treated as a serious computer crime. Violators will be prosecuted to the fullest extent of the law.

24. Referral Partner Identification Numbers

You will be provided a Referral Partner identification number. Your Referral Partner ID number may be numeric and/or CaSe sEnSitIvE. For example, the code 'learn_more' is different from 'Learn_More'. You are responsible for maintaining the secrecy and security of your Referral Partner ID number and password. You agree to hold Code Red harmless in the event that any such information is shared by you with any other person or entity whatsoever.

25. No Predatory Advertising

All Referral Partners in the Program agree to refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion of Code Red, and shall include, but not be limited to, dynamically replacing the Referral Partner ID of one Referral Partner with that of another with the effect of "stealing" the commission away from the Referral Partner that earned it, whether this be intentional or not. Referral Partner may not adjust any of the supplied Referral Partner links to reset cookies or bypass other safeguards in the system. Referral Partners understand that engaging in such practices is grounds for immediate termination and forfeiture of any earned commissions.

26. Liability

Code Red will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Referral Partner system sale tracking failures, commission processing system failures, losses of database files or backups thereof, attacks on computing resources, computer viruses, the continued viability of Code Red’s products and services, any results of "intents of harm" to the Program or acts of God or Nature. Code Red makes no claim that the operation of the Website or the Program will be error-free nor will Code Red be held liable for any interruptions or errors.

27. Miscellaneous Provisions

(a) If any part of this Agreement or the Website's terms, conditions, and other policies is declared void, this Agreement and such terms, conditions, and other policies shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Referral Partner Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No Referral Partner may assign, transfer, or sublicense this Agreement without Code Red's prior written consent.

(b) All legal or other fees incurred in collecting returned checks or declined credit cards or any other lack of payment related to a sale made by a Referral Partner will be payable by the Referral Partner. Any sums not collected from the Referral Partner or Referral Partner's customer are not commissionable, and any fees incurred during processing or handling of sales made by the Referral Partner will be deducted in whole from any commissions due to the Referral Partner. If a commission has been improperly paid to the Referral Partner on a sale that is not commissionable to the Referral Partner because the sale was improper, a refund to the customer has been issued, or for any other reason, the commission amount paid will be deducted from any other commissions due to the Referral Partner. Further, in the event that the commissions due the Referral Partner are insufficient to cover any sums owed by the Referral Partner per this paragraph, the Referral Partner agrees to pay the full amount to Code Red.

(c) IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE REFERRAL PARTNER AGREEMENT AND WEBSITE TERMS, CONDITIONS, AND OTHER POLICIES INCORPORATED BY REFERENCE ARE HELD TO BE UNENFORCEABLE, CODE RED'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY TO CODE RED.

(d) To the extent you have in any manner violated or threatened to violate Code Red's intellectual property rights, Code Red may seek injunctive or other appropriate relief in any court located in the City of Boise, Idaho U.S.A., and you consent to exclusive jurisdiction and venue in such courts. Use of Code Red’s Website is unauthorized in any jurisdiction that does not give effect to all provisions of the Website's terms, conditions, and other policies including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Code Red as a result of this Agreement or use of the Website, products, and/or services. Code Red's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Code Red's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Code Red, its principals, employees, and agents shall not be liable for failure to perform any of Code Red’s obligations under this Agreement during any period in which Code Red cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic, pandemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond Code Red’s control.

(e) This Agreement shall be governed and construed in accordance with the laws of the State of Idaho, U.S.A. applicable to agreements made and to be performed in the State of Idaho, U.S.A. Code Red expressly reserves the right to bring an action for injunctive relief, damages, and other remedies against you for intellectual property infringement in any court of competent jurisdiction. For all other disputes between the parties, you and Code Red agree that any legal action or proceeding between Code Red and you for any purpose concerning this Agreement or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each party.

(f) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, you and Code Red agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between Code Red and you, in the City of Boise, Idaho, U.S.A., under the commercial rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

In no case shall you have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules. You will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration. The arbitrator's decision will be final and binding with limited rights of appeal. (g) Any cause of action or claim you may have with respect to Code Red, the Referral Partner Program, the Website, or Code Red’s Products and services must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. (h) Code Red's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. (i) Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.

(j) Code Red may assign or transfer its rights and duties that it may have to any person or entity whatsoever without notice to you. Nothing herein shall alter or encumber the right of Code Red to transfer any such rights or responsibilities. Any transfer by Code Red shall cause this Agreement, and any other Agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.

(k) Should this Referral Partner Program be deemed illegal in any jurisdiction, Code Red has the right to immediately terminate this Program without recourse.

(l) If a jurisdiction other than the State of Idaho requires Code Red to collect sales taxes, use taxes, other taxes or fees, Code Red has the right to immediately terminate this Program in such jurisdiction without recourse.

(m) If the payment processors utilized by Code Red determine that sales made through Referral Partners cannot be processed through the payment processor, then Code Red has the right to immediately terminate this Program, without recourse.

(n) Nothing herein is intended to imply that Code Red will always offer any affiliate program, or this Referral Partner Program, for all products, services, and/or opportunities sold by Code Red on the Website or that Code Red will offer any affiliate program whatsoever.

(o) If you reside in the European Union, you may have certain rights under Regulation (EU) 2016/679, the General Data Protection Regulation ("GDPR"), to the extent the GDPR does not conflict with the laws of the State of Idaho and the United States of America. If you reside in the Federative Republic of Brazil, you may have certain rights under Lei Geral de Proteção de Dados Pessoais, Law No. 13,709/2018 (“LGPD”), Brazil’s general law on protection of personal data, to the extent the LGPD does not conflict with the laws of the State of Idaho and the United States of America. For more information, please see the Website’s Privacy Policy.

28. Entire Agreement

Any rights not expressly granted herein are reserved. This is the entire Agreement between Code Red and you as a Referral Partner.

This Referral Partner program Agreement was last updated on April 25, 2024.

Copyright © 2008-2024 Law Office of Michael E. Young PLLC and licensed for use by Code Red Fitness & Nutrition, LLC at CodeRedLifestyle.com. All Rights Reserved. No portion of this Referral Program affiliate agreement may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.