Affiliate Program Terms and Conditions

The following terms (“Affiliate Terms”) constitute an agreement between Nutritious Vida LLC, (“Company”), and you (“Affiliate”) that govern your participation in the Company’s affiliate program.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview. This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Company’s affiliate program (the “Affiliate Program”). The purpose of this Agreement is to allow HTML linking between your website and the Company’s web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Company, and “you,” “your,” and “yours” refer to Affiliate.

2. Affiliate Obligations

a. To begin the enrollment process, you will complete and submit your application to the Affiliate Program, which is located at www.vegankidsnutrition.com/affiliate. The fact that we may auto-approve applications does not imply that we may not re-evaluate your application at a later time.

We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

i. Promotes violent or sexually explicit content;
ii. Promotes discrimination based of any kind;
iii. Promotes illegal activities; iv. Incorporates any materials which infringe or assist others to infringe on any intellectual property rights; v. Includes Company’s name or variations or misspellings thereof in its domain name;
vi. Contains any content that is objectionable to Company in Company’s sole discretion;
vii. Contains software downloads that potentially enable diversions of commission from other affiliates in the Affiliate Program; or,
viii. Fails to abide by FTC rules related to disclosure.

b. As a member of the Affiliate Program, you will have access to the Affiliate Dashboard. Here you will be able to obtain your affiliate URLS (that provides for links to web pages within the Company’s website) and creative assets, and review analytics regarding performance of your account. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide, which is further described in the section regarding Tracking Commissions.

c. We reserve the right, at any time, to review placement of your affiliate links and require that you change the link’s placement or use to comply with the guidelines provided to you. d. It is your responsibility to follow all applicable laws, including those related to intellectual property, that may pertain to your site. You agree to hold Company harmless for any claims made against Company related to your failure to follow applicable laws.

3. Company’s Rights and Obligations

a. We have the right to monitor your site or social media platforms at any time to determine if you are following the terms and conditions of this Agreement. We may request that you make changes to your site or social media platforms as it relates to your promotion of the Affiliate Program.

b. We reserve the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you, in accordance with the termination provision below.

4. Termination. This Agreement will begin upon our acceptance of your application to join the Affiliate Program, and will continue unless terminated hereunder.

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice to us can be in the form an email addressed to info@nutritiousvida.com. Written notice to you will be in the form of an email sent to the email address we have on record.

In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

In the event that this Agreement is terminated due to your fraudulent activity, prohibited activities (defined below), or abuse of the Affiliate Program, Company shall not be liable to you for any commissions pending as a result of such actions.

Upon termination, your affiliate account will be deactivated. Any sales that may result from clicks to your Affiliate URLs after termination of this Agreement will not result in a commission to you. We reserve the right to discontinue your access to the Affiliate Dashboard at any time.

5. Modification. We reserve the right to modify any of the terms and conditions in this Agreement at any time in our sole discretion. In such event of substantive changes, you will be notified by email through the email address we have on record. Substantive modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program rules. Non-substantive modifications, for which you will receive no notification, include but are not limited to updating format, typographical errors, etc.

If any modification to this Agreement is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the notification of the changes or new Agreement on our site will indicate your agreement to the changes.

6. Tracking Commissions. In order to track your commissions, you must use the links provided to you. These links will place a cookie on the browser of anyone who clicks the link. This cookie will expire in 90 days. If a purchase is made during that time, you will be eligible for a commission of 30% of that qualified purchase.

Note: If an individual has cleared the cookie from their browser prior to the expiration of the cookie listed above, you will not receive credit. The cookie must be active at the time of the sale in order for the commission to be tracked by our software.

7. Payment. We use Teachable to fulfill all payments of Affiliate Program commissions. Payments for referrals for each month will be paid by Teachable via PayPal on the first of every month (unless this day falls on a holiday, it will be made the following day). Due to Teachable’s 30-day return policy, Teachable will hold payment for 30 days. For example, referrals during the month of January will be paid on March 1st. You must have a valid PayPal account in order to receive payments.

8. Access to Affiliate Dashboard. You will create a username and password so that you may enter the Affiliate Program’s Affiliate Dashboard.

9. Promotion Restrictions

a. You may not engage prohibited forms of advertising to promote the Affiliate Program, such as spam. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial channels, and posting to channels which expressly forbid commercial content.

b. You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use email, such as email newsletters, to customers to promote the Affiliate Program so long as the recipient is already a customer or subscriber to your email list, and recipients have the option to remove themselves from future mailings through functionality like an unsubscribe button. At all times, you must clearly represent yourself and your web sites as independent from Company and fully disclose your status as Affiliate.

c. You may not engage in Pay-Per-Click campaigns on keywords such as Company’s name, Company’s URL, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords.

d. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads.

e. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Company’s site (i.e., no page from Company’s website or any Company’s content or branding is visible on the end-user’s screen).

As used herein “Parasiteware” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing commission tracking cookies to be put in place where a user would under normal circumstances have arrived at the same destination through the results given by the search engine; (c) set commission tracking cookies through loading of Company site in IFrames, hidden links and automatic pop ups that open Company’s website; (d) targets text on websites, other than those web sites owned by the Affiliate, for the purpose of contextual marketing; (e) removes, replaces, or blocks the visibility of Affiliate banners with any other banners.

10. Grant of Licenses

a. Company grants Affiliate a non-exclusive, non-transferable, revocable right to (i) access the Affiliate Dashboard to obtain HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with the Affiliate Program, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you in the Affiliate Dashboard or authorize for such purpose.

You are only entitled to use the Licensed Materials provided in the Affiliate Dashboard to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Company and the goodwill associated therewith will inure to the sole benefit of Company.

b. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license.

c. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

11. Disclaimer. COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING COMPANY’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF COMPANY’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF COMPANY’S SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

12. Affiliate Representations and Warranties. You represent and warrant that:

a. You have the full right, power, and authority to enter and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement without the approval or consent of any other party;

b. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

13. Limitations of Liability. COMPANY WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

14. Indemnification. You hereby agree to indemnify and hold harmless Company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the your trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any breach of this agreement made by you, or (iv) any claim related to your site, including, without limitation, content therein not attributable to us.

15. Confidentiality. All confidential information disclosed by one party to the other during the effective term of this Agreement that is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

From time to time, Company will disclose upcoming promotions, which may include discounts that are not yet available to the public. Affiliate agrees to keep this information confidential until such time when Company approves disclosure of this information to the public.

16. Miscellaneous.

a. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Company. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other properties owned by you, that reasonably would contradict anything in this Section.

b. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

c. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota without regard to the conflicts of laws and principles thereof. If there is any dispute arising from the Agreement, you agree to personal jurisdiction and venue in the State and Federal courts of the United States located in the State of Minnesota, Hennepin County.

d. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

e. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written, regarding the Affiliate Program.

f. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

g. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Updated: Apr 26, 2022