Affiliate Terms and Conditions

By participating in the promotional marketing and product launch (herein referred to as “Promotion” or “Affiliate Program”) of RLVNT Products LLC of which Tina Wells is a Member (herein referred to as “Company”), YOU (herein referred to as “Affiliate” or “You”) agree to the following Terms and Conditions (herein referred to the “Agreement”):

THE AGREEMENT

This Affiliate Agreement (this “Agreement”) is a legal document between Company and Affiliate regarding our affiliate relationship. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please carefully read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire because each of the terms of this Agreement is important to our working relationship.

NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.

AFFILIATE PROGRAM

Affiliate shall have the opportunity to promote “Company” and its “Products” in accordance with the terms of this Agreement.

• Affiliate shall promote and market our programs using only promotional materials supplied or approved by the Product. Promotional material (emails, landers, ads, social media posts) must be consistent with the Product’s branding and shall not be false or misleading.
• Affiliate shall direct potential purchasers of the Product programs to the dedicated links provided by the Product.
• Affiliate agrees to conduct itself in compliance with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM.
• Affiliate agrees that any and all paid advertising must be approved by the Company ahead of time.
• Affiliate agrees and understands that if its marketing, websites, emails or any other communications associated with or for this Promotion are deemed inappropriate at the sole discretion of the Company, Affiliate will be in violation of this Agreement. Affiliate will then be removed from this Affiliate Program and will not receive recognition, payments or any other compensation or communication from the Company.

“Inappropriate” is defined as communication that:

• contains, promotes or links to sexually explicit or violent material;
• promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
• contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights, or links to a site that contains such material;
• contains information regarding, promotes or links to a site that provides information or promotes illegal activity;
• uses or embeds Company’s videos, images, banners, likeness, brand name or website in a way that may cause market and a consumer likelihood of confusion to the source and ownership of the material;
• offers a cash incentive or discount on product(s) as a means of promotion or
• for any other reason that Company deems inappropriate.

Affiliate represents and warrants:

• that Affiliate has read this Agreement, understands its terms, and agrees to be bound by this Agreement;
• that this Agreement constitutes Affiliate’s valid and binding agreement and was executed by a person with authority to bind the Affiliate;
• that Affiliate’s answers to the questions in the Application were truthful and accurate to the best of Affiliate’s knowledge;
• that Affiliate will comply with CAN-SPAM, GDPR, and CA-SL requirements in connection with email marketing;
• that Affiliate will comply with all applicable Federal Trade Commission rules, regulations, and guidelines related to affiliate marketing;
• that Affiliate will not make use of the Company’s name, trademark, or service mark in any manner other than expressly allowed under the Affiliate Program; and
• that Affiliate will not engage in any behavior that violates the terms of this Agreement or that constitutes an attempt to fraudulently or deceptively increase the earnings of Affiliate under this Affiliate Program.

LINKS AND MARKETING

Company will provide Affiliate with unique URL Links (herein referred to as “Links”) for Promotion as well as any related banners, graphics, or text ads necessary to promote and offer the Product to the Affiliate’s customers with the Affiliate’s websites or emails.

Affiliate links will cookie users for 90 Days and Affiliate cannot hold Company responsible for any instances of cleared cookies that result in lost tracking.

Affiliate may ONLY utilize the link provided by the Company on the Affiliate’s websites, emails or and marketing owned and maintained by the Affiliate, the Affiliate’s brand or Affiliate’s social media pages.

Affiliate may NOT post their link on other websites that are not owned by Affiliate except ads or social media placements.

Affiliate may NOT spam or send any unsolicited email to any party during the Promotion. If Affiliate is caught spamming, they will be removed from the Company’s Affiliate Program, and their commissions or pending commissions will be canceled and/or forfeited. “Spam” or “Spamming” is defined as emailing or posting to anyone who has not requested information via email or any website and also includes sending links to search engines. Spamming with links outside of Affiliate’s direct email list, websites or social media pages will be considered a violation of this Agreement and affiliate will be removed from this Program and this Agreement will be terminated immediately without payment of Affiliate commissions. Affiliate agrees to abide by all Federal Trade Commission Guidelines and specifically, the CAN-SPAM Act.

PAYOUT INFORMATION

Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W9 or W8BEN form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.

For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible. We expressly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.

Affiliate will earn $1,500 USD commission on each sale of the Conscious Commerce Accelerator.

Payouts will be made on a monthly basis, for all payments received the month prior.

Payouts will be determined by the end of the month, for all sales received the month prior. If a sale is canceled, refunded, or defaulted for any reason, any paid commission will be deducted from the amount owed to the Affiliate and any subsequent payment. If payment plans get sent to collections (or if it takes us more than 2 weeks of attempts to bring any defaulted payment current), then we stop paying commission, even if we do end up collecting it successfully. Affiliate will not be paid commissions on any sales attributed to spam, credit card fraud, or returned Product. Company is NOT responsible for the usage or maintenance of affiliate links. Only sales tracked through the Link will count towards the Commissions.

Sale must be made by directly enrolling in the Program through Affiliate’s unique links. If a customer clicks on Affiliate links of multiple Affiliates, the Affiliate who is the last referral source before the sale will receive the commission. For each sale, commission can only be granted to one Affiliate.

Affiliate may not purchase the Product through their link and receive commission on that sale. Affiliate commissions are counted and sales numbers are deemed final at the sole discretion of the Company.

Affiliate agrees that the Company shall only be liable for payment of the Commissions to the extent it receives all funds due and owing to it from the relevant customer after the refund period has passed. Accordingly, Affiliate shall not be entitled to any Commission on a sale that is refunded, for which there is a chargeback, or for which the Company ultimately does not receive the sales proceeds as a result of credit card abuse or fraud.

Affiliate agrees that the Company shall have the right to charge back the Affiliate’s account or otherwise adjust for any previously paid Commissions that ultimately are not commissionable under this Affiliate Agreement. Specifically, in the event that a sale attributed to an Affiliate is charged back or otherwise challenged after the Commission has been paid, the Company shall have the right to charge back the Commission paid to the Affiliate.

Affiliate further agrees that the Company shall have the right to offset any Commissions due and payable to the Affiliate to account for any charge backs the Company experiences on sales for which Affiliate has already received a Commission.

TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either party at any time with or without cause.

You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will receive payouts earned prior to the date of termination. If you personally default on any Payments owing to Company, your status as an Affiliate is automatically terminated and you lose your right to any payouts past the point of your default.

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website, you forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

INTELLECTUAL PROPERTY

You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the company (“Company IP”).

Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us.

We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.

Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages and or legal fees and costs.

You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Affiliate Program.

VARIATIONS

The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior versions of this Agreement.

EARNINGS DISCLAIMER

You accept and agree that you are fully responsible for your progress and results from your participation in this Affiliate Program. We offer no representations, warranties or guarantees verbally or in writing regarding your earnings or results. By participating in this Program, you understand because of the nature of the program and extent, the results experienced by each person may significantly vary.

Any statements outlined on our websites, programs, downloads, content and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological or financial advice and your participation in this program will not treat, diagnose or cure any disease.

RELATIONSHIP

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.

ACCEPTABLE USE

You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company. You further agree not to use the Affiliate Program:

a.  To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

b.  To violate any intellectual property rights of the Company or any third party;

c.  To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

d.  To perpetrate any fraud;

e.  To engage in or create an unlawful gambling, sweepstakes, or pyramid scheme;

f.   To publish or distribute any obscene or defamatory material;

g.  To publish or distribute any material that incites violence, hate, or discrimination towards any group; or

h.  To unlawfully gather information about others.

Affiliate shall not make any claims, guarantees, representations, or warranties about the Company’s products, except as expressly authorized herein or in the Company’s Website Terms of Use.

INDEMNIFICATION AND LIABILITY

Affiliate shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or willful misconduct by Company. Affiliate shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement.

YOU AGREE TO ABSOLVE AND DO HEREBY ABSOLVE THE COMPANY OF ANY AND ALL LIABILITY OR LOSS THAT YOU OR ANY PERSON OR ENTITY ASSOCIATED WITH YOU MAY SUFFER OR INCUR AS A RESULT OF PARTICIPATION IN THE AFFILIATE PROGRAM AND/OR ANY INFORMATION AND RESOURCES CONTAINED IN THE AFFILIATE PROGRAM. YOU AGREE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY TYPE OF DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EQUITABLE, OR CONSEQUENTIAL LOSS OR DAMAGES FOR PARTICIPATION IN THE AFFILIATE PROGRAM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE AFFILIATE PROGRAM, WITH THE DELAY OR INABILITY TO USE THE AFFILIATE PROGRAM OR RELATED SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE AFFILIATE PROGRAM, OR OTHERWISE ARISING OUT OF THE USE OF THE AFFILIATE PROGRAM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE AFFILIATE PROGRAM OR ANY PORTION OF IT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.

DISCLAIMERS

THE AFFILIATE PROGRAM, ANY PROMOTIONAL MATERIAL, AND THE PRODUCTS AND SERVICES PROVIDED ON CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS.”

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL WARRANTIES, EXPRESS IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

THE COMPANY DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR PROMOTIONAL MATERIALS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE MATERIALS ARE ERROR FREE OR UNINTERRUPTED.

THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY PROVIDER NOT UNDER THE CONTROL OF THE COMPANY, AND THEIR PRODUCTS AND SERVICES.

AFFILIATE EXPRESSLY AGREES AND UNDERSTANDS THAT THE COMPANY HAS NOT MADE ANY GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS AND ATTESTS THAT NO SUCH REPRESENTATIONS OR CLAIMS HAVE BEEN MADE.

FORCE MAJEURE

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania.

In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement shall be settled and determined through individual, non-class arbitration. The rules governing this arbitration shall be according to the American Arbitration Association (AAA) and all proceedings will be conducted in Pennsylvania. The decision of the arbitration shall be final and each party agrees to be bound by the arbitration board.

This Agreement shall be construed and interpreted according to the laws of the State of Pennsylvania in the United States of America and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Affiliate and to the Affiliate shall include their heirs, successors, assignees, and personal representatives.