|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Independent marketing affiliates for Nutri-Patch® earn a standard commission rate of 20% via PayPal. We reserve the right to reverse commissions due to returns, order cancellations, and erroneous order duplications. We also reserve the right to defer or refuse commissions for disputed orders or orders we reject and are not fulfilled. Legal Compliance; By applying, and once approved to join our Independent Marketing Affiliates, you confirm that you have read the agreement and agree to be bound by its terms and conditions.|
The Nutri-Patch® independent affiliate marketing program is designed for individuals and their businesses to promote the Nutri-Patch brand of products via their legitimate digital channels of influence only.
Here is the simple How it works 1.) You get 50% off your own Nutri-Patch purchase for your own product use (monthly limit $100) ( for life ). 2.) You'll get a 20% commission on any Nutri-Patch sale from your link that is automatically sent to our warehouse to fulfill ( for life ). 3.) Your customers who purchase through your link will automatically get 10% off their purchase of Nutri-Patch products ( also for life ).
As an Independent Nutri-Patch® Affiliate, you have access to your own dashboard so you can share your custom link and discount code and have access to Nutri-Patch media creatives.
Promotion via paid traffic ( including any ad word campaign), re-targeting offer discounts, re-selling on other marketplaces, or any other method, is not following these terms and will result in any future commissions denied and partnership in jeopardy.
Affiliates must comply with federal, state, and local regulations regarding governing marketing emails and anti-spam laws. Including: make no medical claims to sell the product. Also, make no medical claims that the product will cure or treat a disease.Nutri-Patch reserves the right to suspend or remove affiliates from our program at any time, without warning. Upon termination, you agree to discontinue the use of all links, logos, banners, and promotional materials.
INDEPENDENT MARKETING INFLUENCER AGREEMENT
This Independent Marketing Influencer Agreement is made and entered into as of the date identified below (the "Effective Date"), by and between Nutrition By Nature, LLC dba Nutri-Patch with an address of 111 High Ridge Rd. 1st floor. Stamford, CT 06905 United States and the influencer identified below ("Independent Marketing Influencer" or "you"). In consideration of the mutual promises contained herein, the parties agree as follows:
The Independent Marketing Influencer Program. Independent Influencer agrees to provide to Nutri-Patch under the terms and conditions of this Agreement services (the "Services") in connection with Nutri-Patch's Independent Influencer Program (the "Program"). As part of the Services, Independent Influencer will generate and post Content (including, without limitation, text, videos, and images) regarding Nutri-Patch brand and Nutri-Patch products on Independent Influencer's dedicated Nutri-Patch Web page (the "Influencer Page") and on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the "Social Channels") (collectively the "Content") to generate sales.
Independent Marketing Influencer agrees to:
Devote much of their time, resources, and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner
Comply with all applicable laws and regulations.
Determine, in their discretion, the time, place, manner, means, methods, and independent/personal resources by which the Services are performed and achieved.
Provide and utilize their equipment, tools, and other resources in performing the Services. Still, Nutri-Patch will provide to Independent Marketing Influencer certain informational materials to facilitate the creation of Independent Influencer's created Content to their Influencer Page and Social Channels (such templates and other materials are collectively referred to as the "Nutri-Patch Materials").
Will be responsible for (i) creating and editing the Content and (ii) either emailing Nutri-Patch such Content to upload to the Influencer Page or posting such Content on the Social Channels. All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page subject to prior review by Nutri-Patch. Nutri-Patch has the right to remove any Content from the Influencer Page.
It is understood and agreed that Independent Influencer will be an independent contractor, is not and will not be considered an agent or employee of Nutri-Patch (or any of its affiliates or related entities), and shall have no authority to bind Nutri-Patch (or its affiliates or associated entities) by contract or otherwise.
Independent Marketing Influencer agrees that they will not: (i)
Make any derogatory statements about Nutri-Patch and Nutri-Patch products
Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites
Resell or distribute any Nutri-Patch products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
Promote Nutri-Patch products, the Nutri-Patch brand, or the Program and/or the Influencer Page via any paid media channels
Promote Nutri-Patch products, the Nutri-Patch brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
As reasonably determined by Nutri-Patch, engage in any fraudulent transactions, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.
In consideration for the Services, Nutri-Patch will pay to Independent Influencer a percentage of the Net Revenue (as defined ) collected by Nutri-Patch following the Commission Appendix (the "Commission(s)"). For purposes of this Agreement, "Net Revenue" means gross fees received by Nutri-Patch from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties, and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, "Qualifying Orders" means purchases of Nutri-Patch product(s) via the Influencer Page that are made by a method of payment accepted by Nutri-Patch. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the monthly payouts. The Commission will be calculated solely based on records maintained by Nutri-Patch using its standard methodologies. Nutri-Patch will pay Independent Influencer its Commission on the 28th day of each month. Nutri-Patch will make commissions due hereunder to Independent Marketing Influencer through its payment processor which, as of the Effective Date, is PayPal Holdings, Inc. Independent Marketing Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Nutri-Patch for purposes of receiving the payments set forth herein. Nutri-Patch is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Nutri-Patch, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control.
Definition. "Confidential Information" means all trade secrets and confidential or Proprietary Information, whether or not in writing, concerning Nutri-Patch's business technology, business relationships or financial affairs which Nutri-Patch has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, Information or material which has not been made generally available to the public, such as: (i) corporate Information, including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other Information about customers , prospect identities or other Information about prospects, or market analyses or projections; (iii) financial Information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes Information received in confidence by Nutri-Patch from its customers or suppliers, or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Nutri-Patch's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Nutri-Patch, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Nutri-Patch. Independent Marketing Influencer will cooperate with Nutri-Patch and use best efforts to prevent the unauthorized disclosure or use of any Confidential Information. In addition, independent Influencer will deliver to Nutri-Patch all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Nutri-Patch or termination of this Agreement for any reason.
Information of Third Parties. Independent Marketing Influencer understands that Nutri-Patch is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons requiring Nutri-Patch to protect or refrain from using confidential information. Independent Influencer agrees to be bound by the terms of such agreements in the event Independent Influencer has access to such Confidential Information.
Intellectual Property Rights.
Independent Marketing Influencer hereby grants to Nutri-Patch and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
Unrestricted, fully-paid, royalty-free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
Independent Marketing Influencer shall have the revocable, unlimited, perpetual, and worldwide right to use the Content, for Independent Influencer's promotional purposes, in any and all media now known or hereafter developed.
Concerning Content that portrays Independent Influencer's face, body and voice (the "Restricted Materials"), Nutri-Patch shall have the right to use the Restricted Materials upon prior approval from Independent Marketing Influencer.
Independent Marketing Influencer hereby grants to Nutri-Patch and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Nutri-Patch in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the "Other Developments")
Nutri-Patch Materials and Trademark.
Except for Independent Marketing Influencer's limited right to use the Nutri-Patch Materials solely in connection with performing the Services, Nutri-Patch retains all right title and interest in the Nutri-Patch Materials, including all related intellectual property rights. Nutri-Patch hereby grants to Independent Marketing Influencer, a limited, non-exclusive, non-transferable license to use and display Nutri-Patch's name, website address, logo, and trade names (the "Marks"), solely in connection with performing the Services.
Independent Marketing Influencer agrees that any use of the Marks:
Will comply with Nutri-Patch's quality standards and trademark guidelines, which Nutri-Patch may provide to Independent Marketing Influencer from time to time
Will solely inure to the benefit of Nutri-Patch. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title or interest in the Marks or the goodwill associated in addition to that. Independent Influencer agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make an application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Independent Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the "Guides") apply to Independent Marketing Influencer's provision of the Services hereunder. Accordingly, independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Nutri-Patch products, the Nutri-Patch brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Independent Marketing Influencer Social Channels.
In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the Influencer Page. In addition, if Independent Influence so elects, Nutri-Patch may link to and stream content from such Social Channels on its websites, social media channels, and other Nutri-Patch advertising and promotional materials.
Representations and Warranties.
Independent Marketing Influencer represents and warrants that:
He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and professional manner, in accordance with any terms and conditions set forth herein and in the Nutri-Patch Materials;
The Content and Other Developments are Independent Influencer's original work
Use of the Content and Other Developments by Nutri-Patch will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Nutri-Patch for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides
Independent Influencer shall indemnify and hold Nutri-Patch, its affiliates and their respective directors, officers, agents, and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person's contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation or other Agreement outlined in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days prior written notice thereof to the other party. In addition to any other rights it may have at law or in equity, Nutri-Patch may terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (concerning any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Marketing Influencer is not and shall not be deemed an employee, agent, joint venture or partner of Nutri-Patch, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL Nutri-Patch, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A "Nutri-Patch PARTY") BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE Nutri-Patch PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Nutri-Patch PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE Nutri-Patch PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced under. Any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Connecticut. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Connecticut.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed under the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Independent Marketing Influencer and Nutri-Patch agree that it would be impossible or inadequate to measure and calculate Nutri-Patch's damages from any breach by Independent Marketing Influencer of this Agreement. Accordingly, Independent Influencer and Nutri-Patch agree that if Independent Marketing Influencer breaches this Agreement; Nutri-Patch will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Independent Influencer and Nutri-Patch further agree that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and Nutri-Patch, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
IfSupposeny provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction. In that case, the meaning of said provision shall be construed to the extent feasible to render the provision enforceable. If feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect. Failure of Nutri-Patch to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Nutri-Patch unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Nutri-Patch and Independent Marketing Influencer, this Agreement constitutes the entire Agreement between Independent Marketing Influencer and Nutri-Patch with respect to the subject matter and supersedes all previous or contemporaneous agreements whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Influencer without the express written consent of Nutri-Patch. Nutri-Patch may assign any or all of its rights and obligations under this Agreement without Independent Marketing Influencer's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Nutri-Patch's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the preceding, this Agreement shall be binding on the parties and their successors and assigns.
For Qualifying Orders in a calendar month, Nutri-Patch will pay to Independent Marketing Influencer commission payments under the following, with the exception that Nutri-Patch could have promos that could go to higher percentages as incentive, all details of such promos to be at Nutri-Patch's sole discretion and communicated to Independent Marketing Influencer in due time:
20% of Net Revenue
For purposes of this Commission, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Nutri-Patch Products that are purchased to such Qualifying Order.
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All trademarks and registered trademarks are the property of their respective owners.
Customer support information
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Nutri-Patch 111 High Ridge Rd., 1st floor, Stamford CT 06905, United StatesLast updated: June 18, 2021