This is a contract between you (the “Affiliate”) and us (“Yogibabe” or "Company"). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
Both the "Affiliate" and the "Company" - Each may be referred to as “Party” or collectively as the “Parties.”
WHEREAS Company is in the business of online selling of self-care products by the brand name “Yogibabe”.
WHEREAS the Affiliate wishes to promote such products on the terms and conditions contained in this Agreement,
WHEREAS for Sign up for the Affiliate Program, the Company uses a third party Service “Thrive Cart”, the link to signing up: https://bossup.thrivecart.com/wwk/partner/
NOW THEREFORE, the parties agree as follows:
“AFFILIATE” as referred to in this document shall mean: A user who joins the Service in order to promote a products (normally in exchange for a fee for each sale referred). The affiliate gets a unique affiliate link which they can share with their audience.
“AFFILIATE LINK” means the unique tracking link that affiliate place on site or promote through other channels.
“SERVICE” as referred to in this document shall mean: The facilities and benefits provided by the site at www.YogiBabe.life
“SUBSCRIBER” as referred to in this document shall mean: The user/customer who has purchased the product of the Company.
“CUSTOMER” as referred to in this document shall mean: A person who accesses the site at ww.YogiBabe.life
“PRODUCT” as referred to in this document shall mean: the digital files that uploaded to Company's servers and any tangible items or services that they create as an items to sell through the Service.
2. DESCRIPTION OF SERVICES
- Affiliate will have the non-exclusive right to represent Company and to market and sell Company's Products.
- Affiliate will provide the following services:
- Affiliate will be responsible for marketing and promoting the Company products. Any publication and/or distribution of printed material in the promotion of the Company products shall first be approved by Company. The Company name and logo, promotional materials, and information may be used with the approval of Company during the term of this
- Affiliate will refer the prospective customers to either:
- The Company’s sign up page where the Affiliate leads can sign up to the Company mailing list by submitting their name and email and/or;
- To a sales page, where the Affiliate leads can buy any Company’s online program or physical products.
- Affiliate will be financially responsible for all marketing, selling, administrative and other expenses relating to its marketing efforts
- Company will provide the following services:
- Company will track all Affiliate referrals through its database and provide a monthly summary of activity to Affiliate.
- Company shall be responsible for all support services for customers referred by the Affiliate.
- Company shall have the sole right and responsibility for processing all leads from referrals generated by Affiliate.
Company agrees to pay Affiliate a commission of 50% of the net revenue received by Company for each prospective customers referred by Affiliate, as per the terms and conditions of this agreement;
- Acceptance and Validity. Affiliate will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion.
- If an Affiliate Lead does not purchase the product, Affiliate will not be eligible for a Commission payment. Further, the Affiliate will also not be eligible for a Commission if Company receive any revenue from Affiliate Lead for taking trial of the Product. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Company and an Affiliate Lead will be at Company’s discretion.
- Commission and Payment. Requirements: All commission will be paid via Paypal account. In order to receive payment under this Agreement, Affiliate must have: (i) have a valid and up-to-date Paypal account (ii) completed any and all required tax documentation in order for Company to process any payments that may be owed to Affiliate.
- Commission Payment. The Company will pay the Commission amount due to Affiliate within forty-five (45) days after the end of each fiscal quarter for any Commission amounts that Affiliate become eligible as per the terms of this agreement. Company will determine the currency to pay the Commission, as well as the applicable conversion rate. Company will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). Affiliate will be responsible for payment of all taxes applicable to the Commission. All amounts payable by us to Affiliate are subject to offset by us against any amounts owed by Affiliate to us.
- Commission Amounts. We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Program Policies Page.
4. INITIAL TERM
The term of this Agreement shall be Three (3) years from the Effective Date.
5. EXTENSION OF TERM
The term of this agreement may be renewed for an additional one-year period (the “Extension Term”), by mutual agreement of the parties. The addition of an Extension Term shall be documented by a written amendment to this Agreement, executed by both parties.
This agreement may be terminated by either party for any reason with 30 days written notice. The Company can terminate this agreement immediately if Affiliate breach any terms and conditions of this agreement.
7. OWNERSHIP/INTELLECTUAL PROPERTY
All content and improvements to Company’s marketing materials are the sole property of Company. This shall apply with respect to Company’s copyrightable works, ideas, discoveries, inventions, applications for patents, and patents, any improvements, further inventions or improvements, and any new items discovered or developed by Company during the term of this Agreement. Affiliate shall sign all documents necessary to perfect the rights of Company in such intellectual property, but will not be liable for any costs associated with perfecting the rights of Company in said property.
8. EXPENSE REIMBURSEMENT
Affiliate shall pay all “out-of-pocket” expenses related to its marketing efforts (see paragraph 2, “Description of Services” above), and shall not be entitled to reimbursement from Company.
9. RELATIONSHIP OF PARTIES
This Agreement does not constitute either party an agent, legal representative, joint venture partner, partner, or employee of the other for any purpose whatsoever and, neither party is in any way authorized to make any contract, agreement, warranty or representation or to create any obligations, express or implied, on behalf of the other party hereto.
10. GOVERNING POLICIES AND PROCEDURES
All Company rules, policies, and operating procedures concerning customer orders and returns, customer service, customer data, and product sales will apply to customers and prospects referred by Affiliate.
11. LEGAL REQUIREMENTS
Affiliate and Company agree to obtain and maintain all permits, licenses and consents (governmental and otherwise) that are necessary or advisable for providing the services described in Section 2 above and further, in providing the services described in Section I above, to comply with all applicable legal requirements.
( a) Company agrees to indemnify Affiliate, together with the officers, directors and employees of Affiliate, and defend and hold them harmless from and against all claims, losses, causes of action, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees) directly arising from, incurred as a consequence of or otherwise directly attributable to the gross negligence of Company in providing the Services.
(b) Affiliate agrees to indemnify Company, together with the officers, Directors, and employees of Company, and defend and hold them harmless from and against all claims, losses, causes of action, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees) directly arising from, incurred as a consequence of or otherwise directly attributable to the gross negligence of Affiliate in connection with the Services being provided in this Agreement.
13. NON SOLICITATION
Affiliate agree not to intentionally solicit for employment any of Company’s employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both affiliate and Company acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
Neither party's obligation under this Agreement may be assigned or transferred to any other person, firm, or corporation without the prior written consent of the other party, provided that Company’s approval of Affiliate’s transfer or assignment shall be based upon Company’s determination, in its reasonable discretion, that Affiliate’s transferee or assignee has the requisite experience, resources, and financial stability to fulfill the obligations of Affiliate under this Agreement, and that the transfer will not create a conflict of interest with Company’s corporate goals. Company may, however, assign this Agreement without consent of Affiliate in connection with a merger, consolidation, acquisition or sale of substantially all of its assets or stock, or substantially all of the assets of the division of its business providing distance-learning courses in medical transcription.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, concerning either party, or any of their respective affiliates, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly by the party receiving such information for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents (including employees and investors on a need to know basis) on a confidential basis and (c) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
All notices required and permitted under this Agreement shall be in writing and shall be delivered in person or deposited in the mail, postage prepaid to the mailing address on page 1 of this Agreement. Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Agreement is five (5) pages in length including signature page.
This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable then such provision shall be deemed to be written construed and enforced as so limited.
21. WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of the Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
22. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of the United States Of America.
This Agreement may be signed by facsimile and in any number of counterparts with the same effect as if the signatures upon any counterpart were upon the same instrument. All signed counterparts shall be deemed to be an original.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date first above written.