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Influencer Affiliate Program Terms & Conditions

 

Last Modified: July 11, 2025

 

Welcome to onewith!

Welcome to the onewith Influencer Affiliate Program operated by ELEVEN18 LLC (d/b/a onewith) (“onewith,” “we,” “us” or “our”). These Influencer Affiliate Program Terms and Conditions (“Program Agreement”) govern your participation in the onewith Influencer Affiliate Program which provides social media content creators and publishers (each an “Influencer”) with a commission on qualifying purchases made by customers who use the Influencer’s unique referral codes or links (the “Program”). The terms “you,” “your” or “participant” refers to you, the Influencer participant in the Program. If you are participating in the Program on behalf of a business, association, or other entity, “you” or “your” will also refer to such business, association, or other entity, unless the context clearly dictates otherwise. You agree that you are authorized to consent to these terms on behalf of such business, association, or other entity, and we can rely on this. 

Important Notices

PLEASE READ THE PROGRAM AGREEMENT CAREFULLY BEFORE PARTICIPATING, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ONEWITH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (b) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (c) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. 

The Program Agreement Sets Forth a Legally Binding Agreement

Please read this Program Agreement very carefully before applying or participating in the Program. By participating in the Program, you acknowledge you have read and understand and agree to be bound by the Program Agreement, including those additional terms and conditions and policies referenced herein and / or available by hyperlink. Please print a copy of this agreement for your records. If you do not agree to all the terms and conditions of the Program Agreement, then you may not participate in the Program. If the Program Agreement is considered an offer, acceptance is expressly limited to the Program Agreement.

Eligibility to Participate in the Program

Program participation is available for all individuals at least eighteen (18) years of age. It is the responsibility of parents and legal guardians to determine whether participation in the Program is appropriate for their children or minors in their custody. To participate in the Program you must be, and represent and warrant that you are, at least the age of majority in your state, province or jurisdiction of residence, or if you are under the age of majority in your state, province, or jurisdiction of residence, you represent and warrant that your parent or legal guardian has reviewed these with you and accepts them on your behalf; parents or legal guardians are responsible for the activities of their minor dependents while participating in the Program. 

You represent and warrant that you (a) have the necessary right, power and authority to enter into the Program Agreement and to fully perform all of your obligations hereunder, (b) are under no legal disability or contractual restriction that prevents you from entering into the Program Agreement, and (c) nothing contained in the Program Agreement or in the performance of such obligations will place you in breach of any other contract or obligation.

Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, store and disclose your personal information. By submitting personal information in connection with the Program, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use and disclosure of your personal information in accordance with the Privacy Policy. You grant onewith and all other persons or entities involved in the operation of the Program the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Program.

  1. The Program

  1. Description of the Program. The Program provides you with special tagged links and / or referral codes provided by onewith (“Special Links”) that permit you to monetize your social media user-generated content (collectively, “Influencer Content”) by placing on the Influencer Content the Special Links. When customers click through or otherwise utilize the Special Links to purchase a product sold or offered on the onewith website (a “Product”) located at https://onewithswim.com (the “Website”), you can receive Commission Income (as defined in Section 4.a.) for qualifying purchases, as further described in (and subject to the limitations in) Section 4. In order to facilitate your advertisement of these Products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Program (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Website. 

  2. Customers of onewith. Our customers are not, by virtue of your participation in the Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and Product sales set forth on the Website will apply to those customers and may be changed by us at any time without notice to you. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Website and / or Products, you will state that those customers must follow contact directions on the Website to address customer service issues.

  1. Participation Requirements

  1. Enrollment. To enroll in the Program, you submit a complete and accurate Program application form. We will evaluate your application and notify you of its acceptance or rejection.

  2. Unsuitable Influencer Content. Your Influencer Content will not be eligible for inclusion in the Program, and you cannot include any Special Links on it, if your Influencer Content is unsuitable. Unsuitable Influencer Content include those that: (i) promote or contain sexually explicit or obscene materials; (ii) promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts; (iii) promote or contain false, deceptive, libelous or defamatory materials; (iv) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age); (v) promote or undertake illegal activities; (vi) violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act); (vii) include any trademark of onewith or its affiliates, or a variant or misspelling of a trademark of onewith or its affiliates in any domain name, subdomain name, in any “tag”, or in any username, group name, or other identifier on any social networking site; or (viii) otherwise violate any intellectual property rights. 

We will determine suitability at our sole discretion. If we reject your application due to unsuitable Influencer Content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we (a) reject your application for any other reason or (b) terminate your participation in the Program in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Program without our advance written authorization.

  1. Program Compliance Requirements. You must comply with this Program Agreement to participate in the Program and receive Commission Income. You must promptly provide us with any information that we request to verify your compliance with this Program Agreement. If you violate this Program Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all Commission Income otherwise payable to you under this Program Agreement, whether or not directly related to such violation without notice and without prejudice to any right of onewith to recover damages in excess of this amount.

  2. Identifying Yourself as a Program Participant. You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Program Agreement, on your Influencer Content or any other location where onewith may authorize your display or other use of Program Content: “As a onewith Program participant I earn from qualifying purchases.” Except for this disclosure, and other than as required by applicable law, you will not make any public communication with respect to this Program Agreement or your participation in the Program without our advance written permission in each instance. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Program Agreement.

  1. Intellectual Property Ownership

  1. Onewith Marks. All onewith names, trademarks, service marks, trade names, trade dress, logos, graphics, and icons (collectively, “onewith Marks”), are owned by onewith, and may be protected by copyright, trademark, and other applicable laws.

Your use of the onewith Marks will, at all times, be subject to the prior written approval of onewith and in accordance with the following: (i) you shall comply with all reasonable guidelines provided by onewith with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of onewith and its Products; and (ii) your use of the onewith Marks shall include the appropriate trademark / service mark symbols and you shall not remove such symbols. All goodwill associated with any use of the onewith Marks will inure to the benefit of onewith.

Without limiting the generality of the foregoing, you may not: (a) post onewith sales, promotions or coupons on your website without our prior written consent; (b) purchase domain names (including social media handles) that have onewith variations or misspellings in them which are solely intended to direct traffic away from the Website and/or onewith’s social media platforms; (c) create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by onewith; (d) promote the Website in emails/newsletters without prior written approval of the onewith; (e) use onewith's name, or any variation thereof, in (1) subject lines of emails/newsletters, (2) hidden text or source code, and / or (3) your domain or sub-domain (including social media handles); (f) engineer your website in such a manner that (1) pulls Internet traffic away from the Website, and / or (2) would be considered “keyword stuffing”, such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to the website; and (g) purchase any keywords on search sites related to onewith or any variation thereof. You may not launch the Website directly from search engine listings or from your website. Onewith may, in its sole discretion, suspend your participation in the Program, and / or withhold Commission Income if, it in its sole judgment, it determines you are in violation of any of the prohibitions or conditions contained herein.

  1. Limited License. Upon receiving written notice of acceptance into the Program, subject to the terms of the Program Agreement and solely for the limited purposes of participation in the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license, during the term of this Program Agreement, to: (i) copy and display Program Content solely on your Influencer Content; (ii) use only those of the onewith Marks we make available to you as part of the Program Content, solely on your Influencer Content and in accordance with Section 3.b.

You will use Program Content solely in accordance with the terms of the Program Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Program Content solely to send end users and sales to the Website and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a website other than the Website and (b) link each use of the Program Content solely to the related Product detail page or other relevant page of the Website and not to any other page.

You agree not to take any action that could reasonably cause any guest confusion as to our relationship with you. Without limiting any of the foregoing, you specifically agree that: (1) you will not use Program Content or onewith Marks in a way that may be potentially confusing or misleading to a guest (e.g., you will not have posts mixing or pairing Products with products and from other brands); (2) you will not include any onewith Marks, or any variation or misspelling thereof, in any domain name, URL, or similar identifier you use; (3) your Influencer Content will not copy or resemble the look, feel, or content of the Website or create any impression that your Influencer Content is part of the Website; (4) you will not post or serve any Special Links or other content promoting the Website or onewith, or Products within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any website that is not your Influencer Content (e.g., you will not share Special Links on coupon or deal websites); and (5) you will not generate or send any email messages, text or mobile messages, or other electronic messages that in any way suggest or imply that we are the sender or sponsor of such message.

The license under this Section 3.b. will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Agreement, or otherwise upon termination of this Program Agreement. In addition, we may terminate the license in whole or in part upon written notice to you. You will promptly stop using the Program Content and promptly remove from your Influencer Content and delete or otherwise destroy all of the Program Content and onewith Marks with respect to which the license is terminated or as we may otherwise request from time to time.

  1. Reservation of Rights. We and our licensors receive all right, title, and interest in and to the Program, onewith Marks, Special Links, Program Content, the Website, and any technology and software used to provide the foregoing, and all intellectual property and property rights therein. All rights not expressly granted herein are reserved by onewith, our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Website as it relates to the Program as they may be updated from time to time.

  2. Feedback. By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning onewith or any of our Products whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (a) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into our Products, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of your participation in the Program or any aspect of the Program Agreement.

  3. Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Program Agreement, including, without limitation, (i) any contact information collected from any guest who enters the Website from a link from your Influencer Content (“Affiliate Guests”); (ii) any information regarding click-through rates or product purchases by Affiliate Guests (“Sales Information”); and (iii) communications between your Influencer Content and guests. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, and our receipt, storage, use, and disclosure of, any and all such information, consistent with the policies and procedures set forth in onewith Privacy Policy as may be updated from time to time. 

  1. Commission Structure

  1. Qualifying Purchases. During the term of this Program Agreement, provided you are not in breach of this Program Agreement, onewith will pay “Commission Income” of ten percent (10%) of Qualifying Revenue (as defined below) in connection with “Qualifying Purchases”, which (subject to the exclusions described in this Program Agreement) is the first sale of one or more Products in a single transaction by a customer occurring when:

  1. Special Link on your Influencer Content. 

  1. a customer clicks through a Special Link on your Influencer Content to the Website; and

  2. during a single session, which is measured as beginning when a customer clicks through that Special Link and ending upon the first to occur of the following: (1) twenty-four (24) hours elapse from that click, (2) the customer places an order for a Product, or (3) the customer clicks through a Special Link to the Website that is not your Special Link (a “Session”), any of the following happens: 

(A) the customer purchases a Product via our 1-Click feature, or

(B) the customer purchases a Product by adding a Product to the customer’s shopping cart and completing the order for that Product no later than eighty-nine (89) days after their initial click-through of the Special Link; and

  1. the Product is shipped to, and paid for by the customer.

  1. Referral Code.

  1. A customer enters a valid unique Special Link (i.e., a referral code unique to you) when purchasing a Product; and

  2. The Product is shipped to, and paid for by the customer.

For clarity, only a customer’s first purchase of Products utilizing a Special Link will constitute a Qualifying Purchase (e.g., if a customer first uses a Special Link on your Influencer Content to make a purchase and then later makes a second purchase by entering a Referral Code, only the first purchase via the Special Link on your Influencer Content will constitute a Qualifying Purchase).  All reasonable determinations of whether a purchase by a customer is a Qualifying Purchase are made by us, and will be final and binding and not subject to an appeal. For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the subtotal amount (i.e., product price (after any discounts)) we actually receive from that Qualifying Purchase, less any shipping charges, gift-wrapping fees, handling fees, taxes (e.g., sales tax and VAT), service charges, credits, rebates, credit card processing fees, and bad debt. Commission Income is calculated as a percentage of Qualifying Revenue. 

  1. Disqualified Purchases. Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Section 4 or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program, including the most up-to-date version of the Program Agreement (collectively, the “Program Documents”).  

Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Program: 

  1. any Product purchased after termination of your Program Agreement,

  2. any Product order where a cancellation, return, or refund has been initiated,

  3. any Product purchased by a customer who is referred to the Website through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “onewith”, or “onewithswim”, or any other onewith Marks (all, a “Prohibited Paid Search Placement”),

  4. any Product purchased by a customer who is referred to the Website by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”), 

  5. any Product purchased by a customer who is referred to the Website by a link that sends users indirectly to the Website via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”), 

  6. any Product purchased by a customer, where such customer does not comply with the terms and conditions applicable to the Website,

  7. any Product purchase that is not correctly tracked or reported because the links from your Influencer Content to the Website are not properly formatted, 

  8. any Product self-purchased by you, and 

  9. any pre-release or pre-order Product that is not available on a Product listing page.

  1. Commission Income Limitations. If we detect that you (and / or a third party acting on your behalf) are attempting to claim commissions from both the Program and another program using the same traffic (for example, by manipulating or combining attribution links), we may take action, including withholding commissions, and / or terminating your participation in the Program.

  1. Reporting and Payment

  1. Reporting. We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Commission Income earned by you during that month.

  2. Payment. We will pay Commission Income in United States dollars following the end of each calendar month in which they were earned. Payouts of Commission Income will be facilitated via onewith’s third-party service provider (e.g., Tremendous). Onewith’s third-party service provider may allow one or more payout methods (as determined in its sole discretion), however it is your sole responsibility to select your preferred method of payout when you sign-up for such third-party service provider’s service. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, applications, services, products, and resources. Payments made to you, as reduced by all deductions or withholdings described in this Program Agreement, will constitute full payment and settlement to you of amounts payable under this Program Agreement.  If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent commission income payable to you under this Program Agreement.

  3. Taxes. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your Commission Income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.  

  1. Confidentiality 

You acknowledge that, in the course of performance under this Program Agreement, onewith (“Disclosing Party”) may intentionally or inadvertently disclose, deliver or permit access by you (“Receiving Party”) to information, data or materials which a reasonable person would expect to be confidential given its content or the circumstances surrounding its disclosure (“Confidential Information”). Receiving Party shall have no obligations under this Section with respect to any Confidential Information which Receiving Party can demonstrate by reasonable written evidence: (A) is or becomes generally known to the public by any means other than a breach of the obligations of Receiving Party; (B) was previously known to Receiving Party or rightly received by Receiving Party from a third party; (C) is independently developed by or on behalf of Receiving Party; or (D) is subject to disclosure under court order or other lawful process. Receiving Party agrees to hold Disclosing Party’s Confidential Information in strict confidence. In all events Receiving Party shall handle, store and maintain all Confidential Information of Disclosing Party with a degree of care that is reasonable for the circumstances of disclosure and the nature of each component of Confidential Information. Receiving Party agrees not to make Disclosing Party’s Confidential Information available in any form to any third party or to use Disclosing Party’s Confidential information for any purpose other than for the limited extent required to perform its obligations and exercise its rights under the Program Agreement. Disclosing Party’s Confidential Information shall remain the sole and exclusive property of that party, and neither this Program Agreement nor any disclosure of Confidential Information shall be deemed to grant Receiving Party any license or other intellectual property right. Receiving Party agrees that in the event of the actual or threatened use or disclosure by Receiving Party other than as specifically provided for in this Agreement, Disclosing Party may be entitled to seek equitable relief. At the end of this Program Agreement, or earlier if requested in writing by Disclosing Party, Receiving Party shall promptly return or securely destroy all copies of any Confidential Information then in Receiving Party’s possession or under Receiving Party’s control.

  1. Representations and Warranties; onewith Disclaimers 

  1. Representations and Warranties by You. You represent, warrant, and covenant that: (i) you are not nor will be subject to any obligation, legal disability or restriction which will or might prevent you from fully complying with your obligations hereunder or which will create any liability on the part of onewith; (ii) you shall not make any public statements (whether oral or written) regarding, or endorsement of, onewith’s Products in a manner where such statement or endorsement (a) is false or misleading, (b) fails to properly disclose (as required by law and using substantially the terms provided by onewith, if any) your relationship to onewith or onewith’s Products, as applicable, or (c) is otherwise in violation of applicable law, regulation or regulatory guidelines, including without limitation the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and native advertising guidelines (“FTC Guides”); (iii) you will not intentionally commit any act which brings onewith into public disrepute, contempt, scandal or which might injure the success of the Program or any of onewith’s Products, including disparaging onewith or its respective Products in any way; (iv) you will promote onewith in a positive and respectful manner; and (v) you will comply with all applicable third-party platform (e.g., Instagram, TikTok, Facebook. YouTube, etc.) and other online / mobile service policies, terms and procedures. You acknowledge and agree that negative comparisons or disparaging remarks about other swimwear or apparel brands are discouraged and may result in our termination of this Program Agreement or suspension of your participation in the Program in accordance with Section 11.B.(b).  

  2. Disclaimers. YOU EXPRESSLY AGREE THAT THE PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE PROGRAM IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ONEWITH AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT REPRESENT, WARRANT, OR REGARDING THE AMOUNT OF TRAFFIC OR COMMISSION INCOME YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH THE PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS.

THE PROGRAM, THE WEBSITE, ANY PRODUCTS, ANY SPECIAL LINKS, PROGRAM CONTENT, AND ALL OTHER INTELLECTUAL PROPERTY, INFORMATION, AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DO NOT REPRESENT OR WARRANT THAT (a) YOUR USE OF OUR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (b) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED, (c) THE QUALITY OF THE SERVICES, PRODUCTS, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (d) THE MATERIALS WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND / OR DESTRUCTIVE NATURE, OR (e) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE. 

ONEWITH AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE MATERIALS, PRODUCTS OR CONSUMPTION OF ANY CONTENT; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (iv) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE WEBSITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE MATERIALS; (vi) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE PROGRAM; OR (vii) LOSS OR DAMAGED CAUSED BY ANOTHER PARTICIPANT’S VIOLATION OF THE PROGRAM AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (1) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (2) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (3) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM.

  1. Indemnification

You agree to defend, indemnify and hold harmless onewith and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, employees and agents from and against any and all liabilities, claims, causes of action, demands, proceedings, investigations (whether formal or informal), judgments, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature (including but not limited to reasonable legal and accounting fees), or threats thereof, due to, arising out of or relating to: (a) your breach of this Program Agreement or the documents they incorporate by reference; (b) your violation of (i) any law or (ii) the rights of a third-party; (c) your Influencer Content, including any combination of your Influencer Content or other applications, content, or processes; (d) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Influencer Content; (e) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties; (f) use of the Materials (including any personal  injury, death, or damage to real or tangible personal property arising from or connected with the products); and (g) your failure to comply with all applicable third-party platform (e.g., Instagram, TikTok, Facebook. YouTube, etc.) and other online / mobile service policies, terms and procedures.

In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have for your account/on file (provided, that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Onewith reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with onewith in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, this Program Agreement, or your participation in the Program, including the use of any Materials.

  1. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONEWITH AND ITS AFFILIATES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE RESPONSIBLE FOR ANY LOSS INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, OR FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS PROGRAM AGREEMENT, PARTICIPATION IN THE PROGRAM, OR THE ACCESS TO AND USE OF THE MATERIALS, OR FOR ANY DAMAGES RELATED TO THE LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ONEWITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF ONEWITH AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THE PROGRAM AGREEMENT, PARTICIPATION IN THE PROGRAM, OR THE ACCESS TO AND USE OF THE MATERIALS, EXCEED THE GREATER OF (i) $100 OR (ii) TO THE TOTAL AMOUNT OF COMMISSION INCOME PAID OR PAYABLE TO YOU BY ONEWITH UNDER THIS PROGRAM AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. 

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in the Program Agreement. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

  1. Dispute Resolution

  1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to this Program Agreement or the breach, termination, enforcement, interpretation or validity thereof or the access to or use of the Materials (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and onewith agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of the Program Agreement, and that you and onewith are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the Program Agreement. 

  2. Exceptions. As limited exceptions to Section 10.a. above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights. 

  3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 

  4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and each party shall bear its own costs and expenses of arbitration, including legal fees. 

  5. Injunctive and Declaratory Relief.  Except as provided in Section 10.b. above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

  6. Class Action Waiver. YOU AND ONEWITH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

  1. Term; Termination

  1. Term. The term of this Program Agreement shall commence on the date you first enroll in the Program and shall continue until terminated by you or us in accordance with this Program Agreement.

  2. Termination. Either party may terminate this Program Agreement, as of the date specified in a notice of termination (i) if the other party fails to perform any of its material obligations under this Program Agreement and does not cure such failure within thirty (30) days following receipt of a written notice of such default, (ii) for convenience, without cause (without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be thirty (30) days from the date notice is provided. In addition, we may terminate this Program Agreement or suspend your participation in the Program immediately upon written notice to you for any of the following: (a) we believe that we may face potential claims or liability in connection with your participation in the Program; (b) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (c) your participation in the Program has been used for deceptive, fraudulent (e.g., self-purchases of Products) or illegal activity; (d) we believe that we are or may become subject to tax collection requirements in connection with this Program Agreement or the activities performed by either party under this Program Agreement; (e) we have previously terminated this Program Agreement (or suspended your participation in the Program) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason; (f) your Program account remains inactive with no attributed sales for a period of nine (9) or more consecutive months; or (g) we have terminated the Program as we generally make it available to participants.

  3. Effect of Termination. We may hold accrued unpaid Commission Income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns). Upon any termination of this Program Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Program Agreement, except that the rights and obligations of the parties under Sections 3, 5, 6, 7.b., 8, 9, 10, 11.c., and 12 and those other provisions of this Program Agreement that by their nature are intended to survive termination of this Program Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

  1. Miscellaneous

  1. The Program Agreement May Change. We reserve the right to update, change, modify, or replace any part of the Program Agreement at any time, in our sole discretion, by posting updates and changes to the Website. We may elect to notify you of such changes by mail, email, posting of a modified Program Agreement, or some other similar manner. However, it is your responsibility to check the Website regularly for changes to the Program Agreement. Your continued use of or access to the Materials (including participation in the Program) following the posting of any changes to the Program Agreement constitutes your acceptance of those changes. 

  2. User is Responsible for Equipment and Software to Participate in the Program. You must provide all equipment and software necessary to participate in the Program. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing and using the Materials (including participating in the Program).

  3. Consent to Receive Electronic Communications. By participating in the Program or otherwise providing onewith with your email address and phone number, you consent to receive electronic communications (e.g., via your email address) from onewith, including to send you notices about the Program and / or as required by law. These communications may include notices about the Program (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also use your email address and phone number to send you notifications and other messages, such as changes to service features, news, and special offers on our products we think will be of interest to you. If you do not wish to receive these emails, you may opt-out of receiving them by sending us your withdrawal request via the contact information or by using the "unsubscribe" option in the emails or mobile notifications. Opting out may prevent you from receiving emails about updates, news or offers.

  4. Integration Clause. The Program Agreement and any policies (including without limitation the Privacy Policy) or operating rules published by onewith on the Website or in respect to the Program constitutes the entire and exclusive agreement and understanding between you and onewith related to the Program, and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Program Agreement). Any ambiguities in the interpretation of the Program Agreement shall not be construed against the drafting party.

  5. Governing Law and Jurisdiction. The Program Agreement and all disputes arising out of or relating to the Program Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Connecticut in the United States, without regard to its conflict of laws principles. With respect to any dispute or claims between the parties not subject to arbitration, as set forth above, onewith and you submit to the personal and exclusive jurisdiction of the federal and state courts located in New Haven, Connecticut. 

  6. No Assignment of the Program Agreement. You may not assign the Program Agreement to any other party. We may assign the Program Agreement or delegate any or all of our rights and responsibilities under the Program Agreement to any third parties, without notice to you.

  7. Severability. If any provision of the Program Agreement is found to be invalid, illegal or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Program Agreement, such determination shall not affect the validity, legality and enforceability of any other remaining provisions. 

  8. Waiver. Our failure or delay in enforcing any provision of the Program Agreement at any time does not waive our right to enforce the same or any other provision(s) hereof in the future. Any single or partial exercise of a right or remedy by us shall not preclude further exercise or any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.

  9. Headings. The headings used in the Program Agreement are included for convenience only and will not limit or otherwise affect the Program Agreement.

  10. Contact Information. If you have questions or concerns about the Program Agreement or the products, please contact us by emailing: info@onewithswim.com.