Condiciones de Afiliado

Latinos Primero, S.A.

NOTICE: Latinos Primero is not a chartered bank or trust company, or depository institution of any kind.. Latinos Primero is not authorized to accept deposits or trust accounts and is not licensed or regulated by any provincial or national banking authority. Latinos Primero Affiliate Contract:

This Latinos Primero Affiliate CONTRACT (the "Agreement") constitutes a legally binding agreement between Latinos PrimeroMarketing.com, S.A., a Panamanian corporation ("Latinos Primero") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH Latinos Primero, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE THE Latinos Primero SERVICES. Marco Polo International University, S.A., on whose behalf Latinos Primero administers the Affiliate program known herein as, Latinos Primero (LP) Affiliate program, is a third party beneficiary to this agreement. Subject to the terms and conditions of this Agreement, Latinos Primero hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use Latinos Primero's proprietary online platform, including without limitation the website made available at www.latinosprimero.com, and any servers, computers or networks used to provide such website (the "Latinos Primero Services") for the following limited purposes, if and as applicable, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH Latinos Primero MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE. In the event you transfer your right title and interest in your Latinos Primero account, any purchasers, successors, or assignees shall be fully bound by each and all of the terms of this Agreement. In addition to any other rights or remedies afforded Latinos Primero under or otherwise in connection with this Contract, You agree and acknowledge that You have read and agree to know and comply, exactly, with the Latinos Primero and Vendor's official product information and policy statements at all times and conform your written and oral consumer information materials to comply with tradmark, copyright, returns and cancellation, accounting, tracking, privacy, security, spam, network abuse, and legal notices policies, without limitation,, which are subject to change, with or without notice, and which are hereby incorporated by reference into, and made a part of, this Agreement, including all changes thereto , if an when they occur.

PROMOTING PRODUCTS. If You promote, market or otherwise advertise ("Promote" or a "Promotion") any product which is registered for sale via the Latinos Primero Services, either by You or by another Latinos Primero affiliate (each a "Product"), whether via the Latinos Primero Services or via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:

A. You will not suggest or imply any warranty or other policy with respect to any Products other than Latinos Primero's Return and Cancellation policy without the prior written consent of Latinos Primero, which Latinos Primero may withhold in its sole discretion for any reason.

B. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right ("IP Rights").

C. You will not interfere with Latinos Primero's tracking of Commissions, or with the normal flow of traffic to, through, or from the Latinos Primero Services.

D. You covenant and warrant that all communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws, all Panamanian laws, and Latinos PrimeroMarketing.com, S.A..

E. You will not offer, suggest or imply the availability of any rebates, coupons, tickets, vouchers or similar incentives to induce or encourage the purchase of a Product not expressly authorized.

F. Latinos Primero reserves the right, but not the obligation, to review your Promotions. You agree that Latinos Primero, in its sole discretion and at any time, may demand changes to product promotion and delivery pages, customer support or other items related to the content of Your Promotions.

G. You will provide valid contact information, including but not limited to a working email address and phone number, where Latinos Primero can send inquiries and receive a non-automated reply by end of the following business day.

SELLING PRODUCTS. If You register any Products for sale via the Latinos Primero Services, You agree, acknowledge, represent and warrant that:

A. All Products You register for sale via the Latinos Primero Services, and the offering and sale thereof via the Latinos Primero Services, comply with all of Your country's laws and all applicable Panamanian law and regulations..

B. The Product does not involve the downloading of software on a Purchaser's computer unless a purchase is completed or You provide the Purchaser a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and obtain express consent prior to any such downloads.

C. Without further conditions or limitations, You authorize Latinos Primero to list any Product You register for sale via the Latinos Primero Services in the online, searchable marketplace of Products made available via the Latinos Primero Services (the "Latinos Primero Marketplace"); and make it available for sale to Purchasers and/or for Affiliates to Promote at the price designated by Latinos Primero ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.

D. Latinos Primero may delist any Product from the Latinos Primero Marketplace and/or the Latinos Primero Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.

E. You will provide valid email addresses to which Purchasers or Latinos Primero can send inquiries and receive a reply by end of the following business day. Purchasers and Latinos Primero must also be able to receive a non-automated response within one business day, when necessary.

F. You will advise Latinos Primero of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or relation to such Product You receive from any person, company or entity who purchased such Product or received a Promotion in connection with such Product within two business days of Your receipt of such complaint. You shall assist Latinos Primero, at Your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by Latinos Primero to respond to and/or resolve such complaints.

PAYMENT. Affiliate commissions are based on a percentage of tuition monies received by MPIU, less adjustments, if any. See below for commission levels. Affiliate commissions are paid once per month for the preceding month and will be paid via wire transfer, PayPal, debit card deposit, or other electronic means to be determined by Latinos Primero, S.A.. A minimum commission of $100 is required for pay out. Affiliate must provide accurate information regarding wire coordinates, PayPal account details, and/or debit card information. Any fees/charges from Affiliates bank, PayPal account or debt card are the sole responsibility of Affiliate.

Language Learning Centers

90% Commission Student Enrollment Fee
20% Commission Student Tuition Fees

LP Approved Representatives

90% Commission Language Learning Center Registration Fee
3% Commission Student Tuition Fees (2^nd Tier)

Cookie tracking of potential customers is for 1 year. Affiliate claims are decided exclusively by Latinos Primero, S.A. on the sole basis of the chronological order of cookie application records. In the event of more than one cookie being applied to one student by multiple affiliates, commission ownership will belong to the active Affiliate, in good standing, with oldest cookie on record.

SENDING EMAILS. If You send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Latinos Primero Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and the Children's Online Privacy Protection Act of 2000 ("COPPA"). (Information on these laws can be found at www.ftc.gov/spam/ and http://www.ftc.gov/coppa/). Without limiting the generality of the foregoing, You shall not directly or indirectly:

A. Send, initiate or procure the sending of an Email to any Person who has either not explicitly requested to receive such messages specifically from You, including without limitation for the purposes of sending unsolicited bulk email, executing any "mass mailings" or "email blasts," or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.

B. Send, initiate or procure the sending of an Email to any Person who has explicitly requested to receive no further Emails from You or Your company.

C. Employ any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Your identity, and the intent, subject, and origin of the Email.

D. Employ any incomplete, invalid, deceptive, fake, or forged message headers.

E. Use any mousetraps or windows that reappear, spawn new windows or otherwise resist being closed.

F. Exploit documented or undocumented security holes on any affiliate or server machine.

G. Fail to (i) include clear, valid, and conspicuously displayed "From" and "Subject" lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from You ("Opt Out Request") for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within 10 days of receipt of such Opt-out request by You.

H. Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

I. Send any Email from, or make such Email appear to have been sent from, any address that was obtained via the use of scripts or other automated means to register for multiple electronic mail accounts or online user accounts from which to transmit unsolicited or misleading email messages.

J. Send or relay any Email from any protected computer or network Latinos Primero without authorization.

K. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.

L. Send any commercial marketing Email or Promotion to, or collect any personally identifiable information from, any person who is under 18 years of age.

SUSPENSION; TERMINATION. You agree and acknowledge that:

Latinos Primero, in its sole discretion, may suspend Your account(s) or hold any or all funds in your Latinos Primero account if Latinos Primero suspects or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:

A. Illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities or any other activity which violates any provincial or foreign laws, treaties, statutes, ordinances, rules, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended ("Law");

B. Violation or infringement of any Person's rights, including without limitation, any IP Rights;

C.. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of or affecting consumer protection and commercial activities;

D. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and

C. Otherwise violating Latinos Primero rules or policies or interfering with Latinos Primero's business or policies.

D. Following the suspension of an account or holding of funds per this Section 5, Latinos Primero will review Your account. You acknowledge that this review will be conducted in a manner decided by Latinos Primero at its sole discretion. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Latinos Primero may seize and/or retain funds in Your Latinos Primero account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that the such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Latinos Primero.

E. You understand that Latinos Primero may also temporarily hold any portion of the funds in Your Latinos Primero account if Latinos Primero, in its sole discretion, determines such action is needed to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with Latinos Primero or any other Person.

F. You agree and understand that Latinos Primero's right to take any of the actions set forth in this Section 5 does not constitute a right or obligation to take them for the benefit of any third parties, including You.

G. You agree and acknowledge that Latinos Primero may also pursue other remedies as allowed by Law.

H. In addition to the foregoing, and in addition to all other rights and remedies available to Latinos Primero at Law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, upon notice to You (which may be sent by email), Latinos Primero will have the right to immediately terminate this Agreement and Your rights to access, use and/or otherwise participate in the Latinos Primero Services. Upon such termination, You agree to immediately cease all use of the Latinos Primero Services. Without limiting the foregoing, Latinos Primero shall have the right to immediately terminate Your access and use of the Latinos Primero Services, or any portion thereof, in the event of any conduct which Latinos Primero, in its sole discretion, considers to be unacceptable. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement.

Latinos Primero'S IP RIGHTS.

A. You shall not use Latinos Primero's name, trademarks, service marks or any other IP Right of Latinos Primero in any manner whatsoever to suggest association or affiliation with or endorsement by Latinos Primero without the express prior written consent of Latinos Primero, which Latinos Primero may withhold at its sole discretion. Promotional use of images or reproductions of Payment checks issued by Latinos Primero without the express, written consent of Latinos Primero is prohibited.

B. Subject to the following terms and conditions, Latinos Primero grants You a limited, revocable license to use Latinos Primero's name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text, or (iii) as a sub domain or second or third level domain name identifier:

C. Latinos Primero may revoke the foregoing license and/or provide restrictions upon Your use of Latinos Primero's name, including requiring the use of such disclaimers as Latinos Primero may provide, in connection with Your use of Latinos Primero's name, at anytime and for any reason in Latinos Primero's sole discretion.

D. Failure to comply with any restrictions imposed by Latinos Primero upon Your use of Latinos Primero's name or failure by You to immediately cease all use of Latinos Primero's name if so instructed by Latinos Primero shall constitute (1) a breach of the limited license set forth in this Section 6(b); and (2) a breach of this Agreement. In such case, Latinos Primero reserves the right to pursue any and all remedies available to it at Law or in equity.

E. Notwithstanding the limited revocable license set forth in Section 6(b) above, as between the parties, Latinos Primero shall be and remain the sole owner of all right, title and interest in and to the Latinos Primero Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Latinos Primero, and You hereby assign to Latinos Primero all right, title and interest You may be deemed to have therein. Subject to the limited rights expressly granted in this Agreement, Latinos Primero reserves all right, title and interest in and to the Latinos Primero Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Latinos Primero. All rights not specifically granted to You under this Agreement are expressly reserved by Latinos Primero.

CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.

A. In connection with this Agreement, Latinos Primero may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Latinos Primero (collectively, "Confidential Information"), including, but not limited to (a) the identities of other Vendors or Affiliates of Latinos Primero (collectively, "Latinos Primero affiliates"); (b) physical and data security information; (c) technical data; (d) Latinos Primero Marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Latinos Primero. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, Latinos Primero affiliates to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with Latinos Primero or the Latinos Primero Services, including without limitation the functionality offered by the Latinos Primero Marketplace. You agree and acknowledge that Latinos Primero may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Latinos Primero.

B. Latinos Primero does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the Latinos Primero Privacy Policy), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to Latinos Primero, or otherwise in connection with the Latinos Primero Services (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and Latinos Primero shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of Latinos Primero. You hereby grant to Latinos Primero and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Latinos Primero shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to Latinos Primero with respect to Your Submissions; (b) Your Submissions and any use thereof by Latinos Primero will not infringe or violate the rights of any Person (including any IP Rights); and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Latinos Primero is under no obligation to respond to or use any Submission You may provide.

EXPORT CONTROL. You acknowledge and agree to comply with all applicable export Laws, including the laws of your own country and the Laws of the Republic of Panama. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Latinos Primero Services is approved for export from your country and from the Republic of Panama without additional authorization or licensing. Should the export authorization status of Your Products change, You agree to immediately notify Latinos Primero in writing.

REQUIRED PERMITS. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your business.

REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:

A. You, Your Products and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (i) invade the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; or (iv) violate any Law.

B. You shall not: (i) frame, copy or mirror any content forming part of the Latinos Primero Services; (ii) reverse engineer of the Latinos Primero Services or otherwise attempt to derive its source materials; (iii) access the Latinos Primero Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Latinos Primero Services; (iv) interfere with or disrupt the Latinos Primero Services or any data contained therein; (v) attempt to gain unauthorized access to the Latinos Primero Services, its related systems or networks; or (vi) use the Latinos Primero Services for any unlawful purpose or in violation of the rights of any Person.

C. INDEMNIFICATION. To the fullest extent permitted by Law, You agree that

D. In the event that a Party commences any action or files any claim whatsoever ("Claim") in connection with Your use of the Latinos Primero Services, Product or Promotion, You shall defend, indemnify and hold harmless Latinos Primero, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "Latinos Primero Parties"), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any Latinos Primero Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

E. Upon receiving notice of any Claim for which Latinos Primero is entitled to indemnification by You, Latinos Primero shall provide You with written notification and opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by Latinos Primero will require Latinos Primero's prior express written consent; and (ii) failure to provide timely notice, control, or assistance shall not relieve You of Your obligations; and (iii) Latinos Primero may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Latinos Primero's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Latinos Primero's use of such counsel.

F. In the event that Latinos Primero incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or relation to Your Products or Promotions, including complaints under the DMCA, Latinos Primero reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Latinos Primero up to a maximum of $5000 per event. You authorize, and release Latinos Primero from any liability in connection with, such deductions.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY Latinos Primero PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE Latinos Primero SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE Latinos Primero SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE Latinos Primero SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE Latinos Primero SERVICES, WHETHER OR NOT Latinos Primero IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF Latinos Primero FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY Latinos Primero TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE Latinos Primero SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE Latinos Primero SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF Latinos Primero SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

GENERAL TERMS AND CONDITIONS.

A. Governing Law; Dispute Resolution. You agree that the laws of the Republic of Panama will govern this Agreement, that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in the proper court of jurisdiction located exclusively in Panama City, Republic of Panama. You hereby submit exclusively to Panamanian jurisdiction and venue of such courts and waive any and all objections based any legal theory, whatsoever, including, without limitation, any based on inconvenient forum. YOU HEREBY IRREVOCABLY COVENANT AND AGREE THAT ANY EXTRA-JURISDICTIONAL AWARD , JUDICIAL JUDGEMENT, DECREE OR DECREE SHALL BE CONSIDERED INSTANTANEOUSLY NULL AND VOID. NO SUCH EXTRA JURIDICTIONAL RULING OR ORDER SHALL BE ADMISSIBLE IN OR TRANSFERRABLE TO THE EXCLUSIVE PANAMANIAN JURISDICTION SETFORTH HEREIN ABOVE. AND FURTHER, YOU AGREE TO WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

B. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You agree that any content stored on Latinos Primero's servers in relation to any Products registered by You via the Latinos Primero Services is solely at Your direction and nothing contained in this Agreement nor in Your use of the Latinos Primero Services, shall be construed as shifting responsibility for such publication to Latinos Primero. You are not authorized to make any promise, warranty or representation on behalf of Latinos Primero or obligate or attempt to obligate Latinos Primero in any manner whatsoever. You shall not represent to any person that You are the agent of Latinos Primero, nor fail to correct any misunderstanding as to such status.

C. Assignment. Latinos Primero may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Latinos Primero. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

D. Severability. If any provision of this Agreement is declared or determined by any court of competent juridiction as setforth above to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such competent court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.

E. Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Latinos Primero's name or referencing the Latinos Primero Services; or (iii) suggesting or implying any endorsement by Latinos Primero of You and/or any Products without the prior written approval of Latinos Primero, which Latinos Primero may withhold at its sole discretion.

F. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Latinos Primero reserves the right to amend this Agreement at any time. When Latinos Primero amends this Agreement, Latinos Primero shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at www.Latinos Primero.com that; (i) such changes or amendments have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Latinos Primero Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to periodically review www.Latinos Primero.com to inform Yourself of any such changes.

G. Waiver. The waiver or failure by Latinos Primero to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Latinos Primero set-forth in this Agreement are cumulative and are in addition to any rights or remedies Latinos Primero may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

H. Force Majeure. Latinos Primero shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, Latinos Primero.

I. Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Latinos Primero if sent via email, as date stamped by Latinos Primero's systems;

J. Headings/Interpretation. The table of contents and the descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

DISCLAIMER. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE Latinos Primero SERVICES. THE Latinos Primero SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND Latinos Primero DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INSOFAR AS YOU ARE AN AFFILIATE FORONE OR MORE OF THE PRODUCTS REPRESENTED BY Latinos Primero, YOU FULLY ACCEPT AND AGREE DURING THE TERM HEREOF THAT SUCH COMPANY(S) ARE AUTOMATIC BENEFICIARIES OF ALL OF THE TERMS, CONDITIONS, AND RESPONSIBILITIES OF THIS AGREEMENT AS IF NAMED SIGNATORIES HERETO.

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