This agreement (the "Agreement) is made between Real Wellness, Inc., a Delaware corporation (the "Company"), and the Advocate (together with the Company, the "Parties") for participation in The Company's Advocate program. If Advocate does not want to participate in the Advocate program, please disregard the following agreement.
Advocate wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Advocate's website;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
Promotional Materials. Company shall make available to Advocate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Advocate website (the "Promotional Materials"). Advocate shall display the Promotional Materials on Advocate's website prominently and as Advocate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Advocate shall also include a link from the Promotional Materials to Company's website, as specified by Company.
Use of Promotional Materials. The Advocate's use and display of the Promotional Materials on the Advocate's site shall conform to the following terms, conditions and specifications:
Advocate may not use any graphic, textual or other materials to promote Company's website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
Advocate may only use the Promotional Materials for the purpose of promoting Company's website (and the products and services available thereon), and for linking to Company's website.
Advocate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Advocate wishes to alter or otherwise modify the Promotional Materials, Advocate must obtain prior written consent from Company for such alteration of modification.
The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.
License. Company hereby grants to Advocate a nonexclusive, nontransferable license (the "License") to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Advocate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Advocate. Advocate shall provide services for Company as an independent contractor. As such, Advocate will provide the Company with an accurate tax identification number. The tax identification number can be submitted during the enrollment process or by submitting IRS Form W9. Advocate shall have no authority to bind Company into any agreement, nor shall Advocate be considered to be an agent of Company in any respect.
Commissions.In exchange for Advocate's display of the Promotional Materials, and for Advocate's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Advocate a commission (the "Commission") in the amount of a percentage of product sold to a user that accesses Company's website through a link on Advocate's website. The current percentage posted is 10%. This percentage is subject to change by the Company at any time. Notification to Advocate of any change in commission percentage will be given by Company at the email address on hand for the Advocate. Commission will be based on purchases made by a user.
Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Advocate. Advocate shall be given reasonable access to these records upon request, and is available through the Advocate area on the member page at https://www.ShopRW.life/Advocate/login/ntp. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Advocate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
Commissions are paid on a monthly basis. The pay period ends on the last day of the month.Commissions are held for a period of 7 days from the end of the pay period to protect Company in the event of any fraud that may occur.
If on any Commission Payment Date, the amount of total Commissions accrued and payable to Advocate is less than $25.00, then such accrued and payable balance may be held over to the following month, and paid together with the Commissions due for that month.
In the event that Advocate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Advocate shall be forfeited, and Company shall not be obligated to pay such Commissions to Advocate.
Advocate's Representations and Warranties. Advocate represents and warrants the following:
Advocate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
Advocate's website does not contain any materials that are:
Sexually explicit, obscene, or pornographic;
Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
Graphically violent, including any violent video game images; or
Solicitous of any unlawful behavior
Advocate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Advocate's website. Nothing on Advocate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Advocate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Advocate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
Advocate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
Advocate will not publish or otherwise distribute any advertising materials for Advocate's website that reference Company or Company's website unless Company gives prior written consent to the distribution of such materials. Advocate will not use Company's name (or any name that is confusingly similar to Company's name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company's website as specified in this Agreement.
Advocate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website. If the Company confirms the Advocate has promoted any of its products via spam, the company will immediately invalidate all current sales and terminate the Advocates account without notice. Notice of any violation of CAN-SPAM shall result in the forfeiture of any due commissions, and immediate termination of the Advocate.
Trademark and pay per click advertising restrictions: Trademark and pay per click advertising restrictions: Advocate agrees that it shall NOT:
engage in cybersquatting tactics, including but not limited to, registering a domain that incorporates the Company's name or that is confusingly similar to Company's name, domain squatting, trademark squatting, and misspellings of Merchant Trademarks;
engage in any keyword bidding on any Merchant Trademarks, misspellings, or similar terms on Pay-Per-Click campaigns run on these search engines: Google, Bing, and Yahoo;
use any Merchant Trademark or any variation thereof as part of the display URL in these Search Engines or like marketing campaign without the prior written consent of Merchant. For any other forms of promotion, Advocate can either do a redirect to our site using Advocate's unique tracking link, or use a landing page that makes it clear that you are a third party (e.g. Advocate cannot simply copy our home page and pretend to be the Company). Any misrepresentation of the Company's websites or companies will result in immediate expulsion from the program.
Advocate shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, i-frames, or hidden frames.
Indemnification. Advocate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Advocate's warranties set forth in Section 7 above. Advocate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Advocate of the Promotional Materials. Advocate shall indemnify Company for attorney fees of any CAN-SPAM violation resulting in litigation.
Confidentiality. Any information that Advocate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." Advocate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Advocate obtains prior written consent for such disclosure from Company.
Term.This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to the terms of this Agreement.
Either Party shall have the right to terminate this Agreement at any time and for any cause.
Taxes. Company shall not be responsible for any taxes owed by Advocate arising out of Advocate's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Advocate.
Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
