Please read this Agreement carefully.
You, the Affiliate, is referred to herein as “You,” “you,” “it,” “Affiliate”); BioTropicLabs as “The Company,” “BioTropicLabs.com”; “Party,” and “Parties.”
Let’s cut the legalese for just a moment and talk like regular folks. What follows is standard fare for Affiliate Agreements. It really is simple reading, if a bit long, but you should read it. There’s nothing special here, just creates clarity. Here’s basically what it says: if you join our community, simply do the right things. Use integrity, don’t abuse our generosity or be clever about how to cut corners, like deceptive bridge pages. Don’t do this stuff! We consider this Agreement to be created with genuine sincerity among honorable parties, that’s us! So use good judgment, as would be commonly be considered good judgment by the average civilized individual, and all should be well!
That’s the spirit of this Agreement!
- The Company has developed and operates a service which allows Affiliates to earn revenue by placing a link on one or several Affiliate websites, that connects to The Company’s website, BioTropicLabs.com; or by using a Company generated discount coupons.
- In order to use the service, Affiliate must accept the terms and conditions of this Agreement and then “Register,” thus acknowledging and accepting the terms and conditions of this Agreement. Registering states your acceptance of this Agreement, and only puts you into our candidacy consideration. Affiliates are not allowed to use the service if Affiliate does not accept the provisions of this Agreement but are still bound by this Affiliate Agreement.
- Affiliate will be informed by The Company’s if you have been accepted as an Affiliate.
Further, Affiliate hereto agrees to the following binding terms of the agreement.
- The Service
- The Affiliate is allowed to place links on their website which have an Affiliate Program permission registered with The Company; or by using a Company generated discount coupon.
- The Affiliate is allowed to place links in emails and to websites which have an Affiliate Program registered at The Company.
- Any Affiliate may be amended or terminated at any time, with or without notice. Affiliates must keep itself informed of any amendments of Affiliate Programs, in particular if The Company has terminated its Affiliate Program or changed the conditions for remuneration, association, or other, to Affiliates. The Affiliate must comply with the requirements of the Affiliate Program including, in particular, any stipulations as to the nature and content of the Affiliate’s web site and the use of third party or other Affiliates trade marks and logos.
- The Company reserves the right to modify, amend, change or terminate The Company’s affiliate program service with or without notice, for cause or not for cause. The Affiliate may be notified of changes by e-mail or by an update on the website, but is encouraged to communicate on its own with the Company on an as needed basis. If the Affiliate does not accept the changes the Affiliate must immediately cease to use the service and delete all links to Linked Websites.
- Obligations of the Affiliate
- You cannot sell our products for less than The Company advertises it on its own website (less Company generated coupons), at www.BioTropicLabs.com. Violations of this will result in immediate termination of our Agreement with no commissions that may have been earned payable. Affiliate forfeits all non paid commissions in this event.
- The Affiliate is solely responsible for its website and its contents and shall ensure that they conform at all times to all applicable laws and regulations. It is the Affiliate’s sole responsibility to know the laws and regulations pertaining to its site and business.
- By Registering, you submit that you are at least 18 years of age on the day of registration.
- The Affiliate warrants that the information furnished to The Company about itself and its website is correct, complete and that the information corresponds to actual facts. The Affiliate must notify The Company immediately of any changes in the information by updating the information about itself on its Account Section of The Company’s website. If the Affiliate is an S or C corp., or an LLC, it must provide us with the Affiliate’s full registered company name, owner’s full name, company registration number and/or Tax ID, registered office address, business and VAT number (if VAT number is required). If 1099, you’ll need to fill out an IRS form W9. Here’s the IRS form here: http://bit.ly/2ierPld.
- The Affiliate warrants that the rights to all information and productions on the Affiliate’s website belong to the Affiliate or that the owner of the rights to the information and productions on the Affiliate’s website has given his explicit permission to their publication there. The Affiliate also warrants that the information and productions on the Affiliate’s website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.
- The Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
- The Affiliate must notify The Company immediately of any known or suspected improper or wrongful use of the Affiliate’s links to The Company’s website and/or an Affiliate Program or of The Company’s service in any way whatsoever.
- Affiliate will use good judgment, act with integrity and are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright, FTC disclosure and other laws. Affiliate must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.
- Affiliate acknowledges that Customers who buy The Company’s products through the Affiliate Program will be deemed to be the sole customer(s) of The Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies, pricing, discounts, commission structures and operating procedures at any time with or without notice and in our sole discretion.
- Affiliate shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent.
- Prohibited Sites/Verbiage: Affiliates who promote sexually explicit material or violence, promote discrimination based on race, sex, religion, national origin, or physical disability; promote illegal activities or verbiage making medical claims in regards to our products/services (e.g., the curing or recession of an ailment) and the like, are entirely prohibited from doing business with The Company.
- Promotion through Google Product Listing Ads, Shopping sites, Amazon eBay, or similar, or other sites not explicitly agreed upon and stated in writing in advance, is expressly prohibited.
- The only website you are authorized by the Company to merchandise and sell The Company’s products on is your own The Company approved website.
- Affiliates that advertise among other keywords or exclusively bid in their pay-per-click campaigns on keywords such as BioTropic, BioTropicLabs.com, BioTroopic, BiooTroopic, BiooTropic, etc., and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from BioTropicLabs Affiliate Program; and The Company will seek injunctive relieve and monetary damages if applicable. We reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such behavior.
- International Restrictions: Products are for distribution in the United States only. Due to international supplement regulations and policies governing such products, and to protect the integrity and rights of our international distributors, Affiliate sales cannot be made or shipped internationally.
- Pricing Provisions: Affiliates must abide by our Minimum Advertised Price (MAP) Policy, as outlined in section III of this document when advertising or reselling the Company’s products.
- Affiliates are prohibited from keying in prospect’s information into the lead form with the intent of misrepresenting or falsifying leads.
- Affiliate agrees to not utilize SPAM in promoting The Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of The Company’s Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by The Company. Any service interruptions to The Company’s website as a result of Affiliates spamming will be billed to Affiliate at $1000 U.S. dollars per hour until service is restored.For the purpose of this agreement SPAM is defined as emailing anyone, in bulk or by single mailing, about The Company, who has not specifically requested the information directly from Affiliate.Licenses and Use of the The Company’s logos and TrademarksWE GRANT AFFILIATE A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON AFFILIATER SITES FOR THE COMPANY. AFFILIATE MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. AFFILIATES ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE AFFILIATE IS IN GOOD STANDING OF THE AFFILIATES PROGRAM.Affiliate shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for The Company, without first submitting a sample of such to us and obtaining the prior written consent of The Company’s Affiliate Program Manager. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time with or without written notice.
- PPC Bidding Rules
- TM and TM + Keyword(s) are restricted: BioTropic(s), BioTropicLabs.com, variations and derivations of this name, etc. PPC is only allowed on generic terms. Check back on this section from time to time as the Company adds more product offerings to its offering matrix. New product offerings and additions will apply to this section.
- Obligations of The Company
- The Company undertakes to monitor and register the Traffic generated by the Affiliate’s website to Linked Websites, in accordance with the service provided by The Company.
- The Company will collect and pay to the Affiliate all amounts due to it arising from this Agreement in the first week following the previous month’s sales. Payments are made only when there is a minimum of $50.00 in the Affiliates account, and not less. The Company is not, and will not act as, a savings account for Affiliates by holding Affiliate commissions longer than 30 days. Therefore, payments requests by The Company to Affiliates, which are not claimed 40 days after may be, in the Company’s sole discretion, automatically forfeited by the Affiliate, and remuneration shall become the property of The Company, with no recourse to Affiliate.
- Affiliate will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics at its leisure, providing there are no service interruptions in or out of the control of the Company.
- The conditions of remuneration for each Affiliate Program are subject to change at anytime, in the Company’s sole discretion, with or without notice. When appropriate, The Company will send a notification to the Affiliate that it needs to submit its invoice for the amount owed. VAT is added if applicable. The Company reserves the sole right, and in its sole discretion, to change the commission payout at anytime, referral rate, etc., in its sole discretion, and without notice.
- Payment of accumulated remuneration to the Affiliate shall be made in arrears, provided that the Affiliate has generated valid Traffic, which The Company has received payment from, less cancellations and returns and after our guarantee period has ended.
- Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between The Company and the Affiliate. Affiliate is an Independent Contractor and is bound by the general terms of a typical Independent Contractor agreement.
- Payment to the Affiliate will be made direct to the Affiliate’s PayPal account or by Check.
- The Affiliate is responsible for the payment of all tax on any payments made to it by The Company. You agree that you are an independent contractor. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and The Company. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement on any of your sites or otherwise, that reasonably would contradict anything in this Section.
- Limits on The Company’s Liability
- The Company cannot guarantee or warrant the performance of The Company’s service or the links to any linked websites.
- The Company shall not be liable for costs and damages incurred by the Company arising out of this Agreement for any reason of any kind whatsoever. The Company shall not under any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.
- The Company will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in The Company’s service or for any damage caused by viruses or components to the service, the Affiliates software and/or the Affiliate’s website. The Company shall not be liable for any error in the implementation of the links on the Affiliate’s website or for the specified function of the links.
- The Company shall not be liable if Affiliates make other arrangements with other companies who do not fulfill their legal obligations to the Affiliate, or their customers.
- Term and Termination
- This Agreement shall come into force upon your acceptance as an Affiliate and shall remain in effect until terminated by either party.
- The Affiliate is entitled to terminate this Agreement with immediate effect at any time. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.
- The Company is entitled to terminate this Agreement and/or suspend the Affiliate from The Company’s service or from a certain company’s Affiliate Program at anytime, for any reason, cause or no cause, with or without notice, and in its sole discretion, at anytime.
- Upon suspension, the Affiliate shall immediately delete all links to that particular company’s web site.
- Upon termination of this Agreement, The Company shall inform the Affiliate and the Affiliate shall immediately cease to use the service and delete all links to Linked Websites.
- This Agreement expires immediately on termination for Cause. No remuneration will be paid to the Affiliate for the Affiliate Program or Programs in question if for cause, as determined in the Company’s sole discretion. This includes Terminations that may originate from the Affiliate where Cause may still apply after the fact.
The Affiliate shall keep the Company indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate’s website or any incorrect information given to the Company by Affiliate. The Affiliate shall also compensate the Company for any other damages or costs caused by the Affiliate’s improper, negligent or unauthorized use of the Company’s service and technical problems or loss of data caused by the Affiliate on the Company’s website or on any website to which the Affiliate is linked by the Company.
- Assignment of the Agreement
The Affiliate may not assign or pledge its rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of the Company. The Affiliate agrees that the Company may assign Affiliate’s rights and obligations under this Agreement and divulge or transfer information about the Affiliate’s website, e-mail etc to any third party.
The Affiliate consents to the publication of the Affiliate’s name and web address etc., at the Company website and to The Company sending newsletters etc., to the Affiliate’s e-mail address and using the information given by the Affiliate for marketing purposes.
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the Parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the Parties prevailing at the time of execution of the Agreement.
- Intellectual Property Rights
The Company owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licenses whatsoever under this Agreement other than to use the Company’s links, on a permission basis, to Linked Websites as described in this Agreement.
- Applicable Law
- The Company shall not be liable for the legality of the Company’s service in countries other than the United States of America. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to the Company’s service from a country other than the United States of America or if the Affiliate’s website is on a server in a country other than the United States of America.
- This Agreement shall be governed by, and construed in accordance with the laws of the USA, state of Wyoming, Teton County and further, shall be governed by and interpreted in accordance with the laws of the State of Wyoming without regard to the conflicts of laws domestic or international and principles thereof.
- For both domestic and international Affiliates, in the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a reasonable period of time, such time to be determined in the sole discretion of the Company, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. If this juncture is reached, then a any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall be held in the United States, state of Wyoming, county of Teton. All Parties shall bear entirely its own costs during the Arbitration process until at such time Arbitrator(s) determines otherwise.
Register only if you agree with all Terms and Conditions in this Agreement.