DIETITIAN RESOURCE

AFFILIATE PROGRAM MARKETING AGREEMENT

 

THIS AFFILIATE PROGRAM MARKETING AGREEMENT (“Agreement”), provides the terms and conditions by and between Dietitian Resource and you, the affiliate marketer (“Affiliate”) under which Dietitian Resource allows AFFILIATE to PARTICIPATE in its affiliate program.  by checking the box when you sign up to PARTICIPATE in the AFFILIATE program, you are agreeing to the terms and conditions of this agreement.   PLEASE READ this AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE.  

 

Dietitian Resource may amend this Agreement from time to time by posting new terms.  Affiliates are required to check this Agreement for updates periodically and Dietitian Resource has no obligation to inform Affiliate of any amendments to the Agreement.    Any participation in the Affiliate Program by an Affiliate after the new terms are posted shall be deemed to constitute an agreement by Affiliate to the amended Agreement.

 

  1. Affiliate Program. Affiliate agrees to participate in Dietitian Resource’s Affiliate Program where the parties agree to establish a non-exclusive relationship whereby Affiliate shall promote Dietitian Resource’s products on the internet through Affiliate’s websites and social media accounts.  Dietitian Resource shall provide Affiliate with display ads promoting Dietitian Resource’s products (“Ads”) to be displayed on Affiliate’s websites and social media accounts, and the Ads shall include a hyperlink (“Link”) which shall direct consumers to an intake page operated by Dietitian Resource.  Any individual visitor to Affiliate’s websites and social media accounts which clicks a Link and who purchases products from Dietitian Resource shall be deemed a “Qualified Lead”.
  2. Access Eligibility. Affiliate must be at least eighteen (18) years of age to register to participate in Dietitian Resource’s Affiliate Program. Participation is only available to individuals who can form legally binding contracts under applicable law. Dietitian Resource reserves the right to refuse access to the Affiliate Program to anyone not complying with this Agreement, at any time, in its sole discretion.
  3. Registration/Your Account. Affiliate must register and establish an account (“Account”) in order to participate in Dietitian Resource’s Affiliate Program. During registration, Affiliate will be asked to provide information such as your name, address, email address, and phone number. Affiliate will also be asked to create a User ID and password to identify Affiliate. It is Affiliate’s responsibility to maintain the confidentiality of the User ID and password.   Affiliate agrees to accept responsibility for all activities that occur under its Account. Affiliate may not transfer, assign or sell its Account to any third party.
  4. Qualified Lead. “Qualified Lead” means an individual person who: (i) willingly clicked a Link on Affiliate’s websites and social media accounts; (ii) is not a computer generated user, such as a robot, computer script, artificial intelligence or other automated, artificial or fraudulent method to appear like an individual, real live person; (iii) completes an order for products within fourteen (14) days of clicking the Link; and (iv) is not later determined by Dietitian Resource to be fraudulent, incomplete, unqualified or a duplicate. 
  5. No Modification of Ads. Affiliate shall not modify any Ads provided by Dietitian Resource under this Agreement nor shall Affiliate shall attempt to modify any Links under Agreement.  Furthermore, Affiliate agrees not to make any statements, claims, warranties, or promises regarding Dietitian Resource’s products or services unless Affiliate gets prior approval from Dietitian Resource, and Affiliate’s sole obligation shall be to promote the Ads and Links on its websites and social media accounts.  In the event that Affiliate violates this Section, Dietitian Resource reserves the right to immediately terminate this Agreement and upon such termination, Affiliate shall forfeit all fees due to Affiliate under this Agreement.  
  6. Revenue Share. As a Referral Fee, Dietitian Resource shall pay to Affiliate the current revenue share percentage listed on Dietitian Resources’ website for any purchases of Dietitian Resource’s products from a Qualified Lead within fourteen (14) days of the consumer clicking the Link (“Revenue Share”).  Affiliate agrees and acknowledges that Affiliate shall not be entitled to any Revenue Share for consumers who purchase products after the fourteen (14) day period following the consumer clicking a Link promoted by Affiliate. 
  7. Dietitian Resource shall provide Affiliate with a report on or before the 5th day of each month indicating activity from the previous month which shall list all Qualified Leads provided under this Agreement for the applicable month, whether the Qualified Lead had and had not purchased products, and the total revenue received from those Qualified Leads.   In the event that Affiliate disputes this reporting, Affiliate shall have ten (10) days to object, or such reporting shall be deemed final.  In the event that Affiliate objects to Dietitian Resource’s reporting, the parties shall work together in good faith to resolve such discrepancies but Dietitian Resource shall have final determination regarding all reporting. 
  8. Payment Conditions. Dietitian Resource will pay Affiliate the Revenue Share earned on a monthly basis within ten (10) days of the end of each month. Affiliate agrees that the Revenue Share shall be based on actual revenue received by Dietitian Resource for purchases of products and will exclude all bad debt and refunds. 
  9. PayPal Email Address. In order to receive payments under this Agreement, Affiliate must have a valid PayPal email address on file with Dietitian Resource and in the event that Affiliate does not have a valid PayPal email address, Dietitian Resource shall have the right to withhold payment.  
  10. Obligations of Affiliate. Affiliate shall be solely responsible and liable for the development, operation, and maintenance of, and all content on or linked to, Affiliate’s websites and social media accounts. Affiliate covenants that it will not make any representations, warranties, or other statements concerning Dietitian Resource or its products or   Affiliate further covenants and warrants it will comply with all (i) obligations, requirements and restrictions under this Agreement; and (ii) all laws, rules and regulations as they relate to Affiliate’s business or use of the Links, and all state and federal laws that prohibit deception or the making of false or misleading claims or omissions. Affiliate acknowledges and accepts that it is solely responsible for its compliance with all applicable laws and agrees not to rely upon Dietitian Resource’s approval of any of its marketing materials for limiting its liability with respect to its obligation to comply with any and all laws, and Affiliate waives any claim against Dietitian Resource to the contrary.
  11. Term. This Agreement shall commence upon Affiliate signing up for the Affiliate Program and shall continue until terminated by a party.   Either party may terminate this Agreement on three (3) days’ written notice for any reason and without Upon Termination, Affiliate shall remove all Links associated with the Dietitian Resource and shall have no right to use (or market) the Links in any manner.
  12. Confidential Information. While working together, Affiliate may come across, or be given, information that is This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information of Dietitian Resource that is private (“Confidential Information”). Affiliate promises to treat this Confidential Information as if it is its own confidential information. Affiliate promises that it will not share Confidential Information with a third party, unless Dietitian Resource gives written permission first. For the term of this Agreement and for two (2) years thereafter, Affiliate shall not disclose to any third party any Confidential Information that Affiliate has received from Dietitian Resource. Affiliate understands and agrees that any breach of the covenants contained in this Section will cause irreparable injury and damages to Dietitian Resource for which there is no adequate remedy at law, and as to which money damages cannot be readily ascertained.  Accordingly, Affiliate consents in such event to the granting of injunctive relief against any continuing breach, together with any other legal remedy available to Dietitian Resource. 
  13. Independent Contractor. The relationship between the parties shall at all times be that of independent contractors. The parties specifically agrees that: (a) Dietitian Resource shall not withhold any sums from the payments made to Affiliate  under this Agreement for state or federal income taxes or pay any sums for social security, workers compensation or unemployment insurance on Affiliate ’s behalf, and Affiliate  shall be solely responsible for its own state or federal income taxes and shall pay any sums for social security, workers compensation or unemployment insurance due; (b) each party owns an independently established business and is involved in an independent trade which is different than the business of the other party; (c) each party acknowledges that the success or failure of its business depends upon its own efforts in its own independently established business; and (d); neither party shall never represent itself as an employee or agent of the other party.
  14. No Exclusivity. This Agreement shall not be construed to grant exclusive rights to Affiliate to act as referrer on behalf of Dietitian Resource. 
  15. Electronic Communications. Affiliate agrees that Dietitian Resource may send e-mails to Affiliate, and Affiliate consents to receive e-mails or other electronic communications from Dietitian Resource.
  16. Ownership of Content. Affiliate acknowledges that all the intellectual property rights in and to Dietitian Resource’s website, Ads and underlying content are owned by Dietitian Resource or its third-party licensors.   Affiliate agrees not to reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on Dietitian Resource’s website, Ads or underlying content except within the scope of the Affiliate Program.
  17. Disclaimer of Warranties. AFFILIATE EXPRESSLY UNDERSTANDS AND AGREES THAT participation in the Affiliate Program IS AT YOUR SOLE RISK. THE SERVICES AND ADS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. Dietitian Resource EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Dietitian Resource MAKES NO PROMISES REGARDING THE RESULTS OF or revenue to be received by participating THE Program, AND Dietitian Resource MAKES NO WARRANTY THAT THE Program WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE.
  18. Limitation of Liability. AFFILIATE AGREES THAT Dietitian Resource, ITS OWNERS, OFFICERS, AND EMPLOYEES SHALL IN NO WAY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY AFFILIATE’S USE OF OR INABILITY TO participate in the AFFILIATE Program. 
  19. Affiliate agrees to indemnify and hold harmless Dietitian Resource, its officers, directors, employees, third party licensors, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that Affiliate has participated in the Affiliate Program in any manner which violates another party’s rights, in violation of any law, in violation of any provisions of this Agreement, or any other claim related to Affiliate’s participation in the Affiliate Program.  
  20. Governing Law and Venue. Affiliate’s participation in the Affiliate Program and this Agreement shall be governed by the laws of the State of ________________ where permitted. Should a dispute arise concerning this Agreement or the breach of this Agreement by any party, such dispute shall be brought in a court of competent jurisdiction in ______________________County, _____________________. To the extent permitted by law, Affiliate agrees that it will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that Affiliate may have against Dietitian Resource.  Affiliate agrees to the entry of injunctive relief to stop such a lawsuit or to remove Affiliate as a participant in the suit.
  21. Attorneys’ Fees. In the event that Dietitian Resource must bring legal action in order to enforce this Agreement, or Affiliate brings legal action against Dietitian Resource, and if Dietitian Resource prevails, Affiliate shall pay Dietitian Resource’s costs of litigation, including reasonable attorneys’ fees and court costs.
  22. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by Affiliate, but may be assigned by Dietitian Resource without restriction.
  23. Notice and Service of Process. All notices, requests, claims, demands and other communications to Dietitian Resource shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person or by registered or certified mail (email is not considered a valid method of communication for service of process to Dietitian Resource).   Affiliate shall send notices to Dietitian Resource at _________________________________ or the following address: 

 

Dietitian Resource

_____________________

_____________________

_____________________

 

Dietitian Resource is authorized to send any notices to Affiliate under this Agreement to the mailing address, facsimile number and/or e-mail address associated with such Affiliate’s Account, as such information may be updated by Affiliate from time to time.   In the event that Affiliate does not have a valid mailing address, facsimile number and/or e-mail address associated with Affiliate’s Account, Affiliate agrees that service of process through the Secretary of State where Affiliate resides, shall be deemed effective service of process.

  1. Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible