This Truthentics™ Affiliate Program Terms and Conditions (the “Agreement”) sets forth the terms and conditions for participants in the Truthentics™ Affiliate Program (AFFILIATE, AFFILIATES, AFFILIATE MEMBER, YOU, YOUR) of Truthentics™ by Genesis Nutritionals, LLC (TRUTHENTICS, GENESIS NUTRITIONALS, WE, US), and for itself and on behalf of its Affiliate.
To begin the enrollment process, prospective Affiliate will complete and submit an Affiliate Program Application either at Truthentics.com or on ShareaSale.com. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Affiliate Program, including if it promotes sexually explicit materials; promotes violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities; incorporates any materials assisting others to violate the law; or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or is racially, ethnically or otherwise objectionable to us in our sole discretion.
Truthentics™ Affiliate Program does not accept Coupon Only Sites at this time. BY SIGNING THIS AGREEMENT, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY)(“YOU,” THE TRUTHENTICS™ “AFFILIATE”) AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
Truthentics™ Nutrition is a wellness online store that sells metabolism support programs and supplements for consumers and retail.
Truthentics™ incentivizes an indirect channel of sale to market Truthentics™ products and services.Truthentics™ desires to unite motivated Truthentics™ customers with new/returning Truthentics™ customers to facilitate a personal and direct approach to the distribution of Truthentics™ products.
The Truthentics™ Affiliate is a solution provider who wishes to satisfy the Truthentics™ market by being incentivized to perform limited targeted marketing within their respective networks in order to drive customer traffic accordingly.
Therefore, the Truthentics™ Affiliate hereby agrees to the Truthentics™ Affiliate Program terms and conditions described in this Agreement, which incorporates Truthentics™ Terms and Conditions.
As a Truthentics™ Affiliate, you will be granted a custom code, an optional use discount code/coupon code, and a limited authorization to (within guidelines defined by Truthentics™) market Truthentics™ products on your personal channels.
A. Affiliate will use their own spheres of influence (website, blog, social media platforms) to help shareTruthentics™, and may not place their own links/coupon codes on any of Truthentics™ posts/ads/pages.At all times, you must clearly represent yourself and your web sites as independent from Truthentics.com.
B. Affiliate may ONLY advertise the Truthentics.com coupon codes that are provided to the Affiliate through the Affiliate Program on your own site, or on your Facebook, twitter or other social media pages that you own and operate. You may NOT advertise Truthentics.com coupon codes obtained from non-affiliate advertising, customer e-mails, paid search, or any other campaign.
C.Affiliate may not use our brand names (Truthentics™ and/or Genesis Nutritionals) within your domain name, in URLs, social media page names/handles/profiles, set up accounts which appear to be an official Truthentics™ and/or Genesis Nutritionals account, or in any way pretend to be a representative from Truthentics™ and/or Genesis Nutritionals or direct traffic to your own website prior to re-directing it to ours.
D.Affiliate may not bypass Truthentics™ pages to generate orders. In other words, no direct linking to cart or order forms from any ads or landing pages. The customer must see our offer as presented by us prior to landing on the cart.
E.Affiliate may not bid in their Pay-Per-Click campaigns or use our brand names (Truthentics™ and/or Genesis Nutritionals), trade names, tag lines, and selected keywords in any type of paid search and social advertising (Google Adwords, Facebook, Etsy, E-Bay, etc.). This list includes but is not limited to the following brand names, trade names, tag lines, and selected keywords and phrases:
Truthentics™, Truthentics.com, Truthentics Nutrition, Genesis Nutritionals, Escape Your Slow Metabolism, Escape Your Slow Metabolism Program, 24/7 Super Metabolism Booster Pack, Metabolism DAY, Metabolism NITE, or The Healthy Metabolism Company.
F. Affiliate may not run paid traffic to the Truthentics™ site and may not advertise any coupon codes on coupon discount websites.
G.Affiliate are NOT permitted to use any Truthentics™ customer photos, testimonials or reviews in their promotions without written permission from Genesis Nutritionals.
H.Affiliate will not use cookie stuffing, pop-ups, false or misleading links, or attempt to mask the referring URL information (i.e. the page from where the click is originating).
I.Affiliate may not mislead customers into clicking an offer or coupon that does not exist or practice similarly deceptive tactics such as "cookie stuffing". These include, but are not limited to using knowingly expired coupon offers or presenting offers that do not exist or are not affiliate offers; making claims a user must click on a link first to activate or receive an offer; presenting a button claiming to show all offers; setting the affiliate cookie in the background; or using technology that generates clicks or sets cookies from the action of copying coupon code or through a pop under.
J.In connection with your participation in the Affiliate Program we will make available to you certain images, texts, logos and other items (the “Promotional Materials”) which may be used in your promotion of our various products listed on our website. Affiliate is granted a revocable, non-exclusive, non-transferable license to use the Promotional Materials solely in connection with your promotion of each corresponding Product. We reserve the right, in our sole discretion, to select, alter, delete, add to, or remove any and all Promotional Materials for your use. Affiliate may not alter, modify, change, sell or offer for sale in any manner, the Promotional Materials at any time. All use of the Promotional Products must link to the Truthentics.com website for such Truthentics™ Product. You agree that you shall be solely responsible for your use of any and all of the Promotional Materials.
K.Affiliate will be paid through PayPal on account commissions (commissions are not provided for shipping costs or tax).We are not responsible for any banking fees you may incur by receiving a payment from us. It is your responsibility to maintain your PayPal account in good standing and for maintaining the security of your account. In the event of a change to your PayPal account information, you must inform us in writing a minimum of ten (10) business days prior to the next payment to be issued.
L.Store credit will be issued in the form of a gift card, and can only be redeemed at www.Truthentics.com. For any returns that take place on sales that were attributed to your commissions, you will see a negative balance shown in your account once that return has processed.
M.Use of contact information for clients found in your conversion triggers for any type of communication, with the exception of previous contacts or personal contacts is strictly forbidden.
N.Truthentics™ reserves the right to remove coupon codes found to be violating these terms, and reserves the right to remove Affiliate from the program, without notice, if they are not representing the Truthentics™ brand in a professional, ethical, & respectful way, or if they are found to be breaking any of these terms.
O.Truthentics™ reserves the right to update terms and conditions. It is the Affiliate responsibility to ensure that you are operating within them.
CONDUCT OF BUSINESS
A. To interact with people on behalf of Truthentics™ in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Truthentics™;
B.To not participate in discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law;
C.To remain in full compliance with all applicable laws and Regulations; including those governing privacy;
D.To conduct business and operate in full compliance with all agreements you may have with Truthentics™, including but not limited to the related Program agreement(s);
E.Not engage in deceptive, misleading or unethical practices including but not limited to ‘spamming’ unauthorized use of customer information, ‘phishing’, and violating ‘do not contact’ requests;
F.Not in any way attempt to mislead the customer into believing you are the manufacturer or direct supplier of the Truthentics™ products;
G.Not to make any factual claims about Truthentics™ product’s composition, the benefits of using the product, or other significant claims that would influence a purchasing decision, other than those substantiated on our website: Truthentics.com.
H.Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement or the policies established by Truthentics™;
I.To include a caveat that explains you are being financially compensated for promoting these Truthentics™ products if your marketing material suggests you are an impartial party;
J.Not to represent Truthentics™ products in a negative way, nor make any connections between the Truthentics™ products and another organization;
K.To provide support and services of the highest quality and integrity;
L.To use best efforts to resolve any complaints or disputes with contacts regarding the Affiliate Program, and services under the Affiliate Program in a fair and timely manner;
M.To only conduct business in or through the Affiliate personal network, and take reasonable precautions to safeguard your discount code against unauthorized distribution;
N.To assist Truthentics™ in all investigations regarding the fraudulent or otherwise unauthorized use of coupon codes/discount codes and furnish all requested materials in kind.
TERM AND TERMINATION
A.Term. This Agreement shall be effective upon Affiliate acceptance as indicated by Affiliate agreement to participate in the Truthentics™ Affiliate Program, and shall remain in effect for so long as the Affiliate is in full compliance with the terms of the Agreement, until the relationship is terminated by Truthentics™, or the Affiliate leaves the program voluntarily.
Participation in this program is voluntary, and either party may terminate this Agreement upon notification to the other. Termination is effective immediately following notification by either party.
Truthentics™ may terminate this Agreement for cause immediately and without further notice in the event that:
1.Affiliate fails to perform any Affiliate obligations under this Agreement or is otherwise in default hereunder;
2. Truthentics™, in its sole discretion, determines that the Affiliate does not meet the Program criteria for participants as determined by Truthentics™ from time to time; or any conduct or proposed conduct of the Affiliate exposes or threatens to expose Truthentics™ to any liability or obligation, including any obligation under federal, state or local law.
C. Effect of Termination.
Upon expiration or termination of this Agreement, regardless of the reason therefor:
1. All privileges and benefits of the Program will be immediately revoked;
2. Affiliate shall immediately cease use of all Truthentics™ marketing material and discount/coupon codes, copyrights and all Program systems access;
3. Should this Agreement be terminated by Truthentics™ for cause including, but not limited to violations of this agreement, violation of any laws or regulations governing this program or sufficiently severe damage to Truthentics™ reputation or ethical standing shall forfeit any commissions not paid out at the time of termination.
INTELLECTUAL PROPERTY RIGHTS
A.Affiliate acknowledges and agrees that all rights, title and interests in and to the Promotional Materials, the Site, the Products, and all graphics, logos, and text associated there with and all intellectual property rights therein and thereto (including all United States and foreign patents, patent applications, registered and common law trademarks and service marks and any applications thereof, trade secrets, know-how, copyrights, and rights of publicity and any other proprietary rights therein and thereto) are the sole and exclusive property of Truthentics™.
B.Affiliate agrees that other than the limited, non-exclusive, revocable license set forth above, you gain no right, title or interest in and to such materials by virtue of this Agreement. You agree that you will not now or in the future contest the validity of our ownership of any of the forgoing items nor will you now or at any time in the future take any action that would impair the value of, or goodwill associated with such items.
C.Affiliate hereby acknowledges and agrees that any works (derivative or otherwise) created by and/or used by incorporating any of the Sites, Products, Promotional Materials or other intellectual property belonging to us, shall be deemed works made for hire by operation of law in light of you being an independent contractor of the Affiliate Program and the works qualifying as a specially commissioned work. To the extent that such content does not qualify as a work made for hire by operation of law or otherwise, Affiliate hereby agrees to assign to Truthentics™, and hereby do irrevocably grant, assign and transfer to us, for no additional consideration, all rights, title and interests in and to such content, including without limitation all copyrights (and derivative works generated there from), patent rights, trade secrets, know-how and all other proprietary rights in and to same, to the fullest extent permitted by law. You agree to sign and deliver to us all documents as we consider desirable to evidence the assignment of all rights to us in and to such content.
D.Affiliate agrees that Truthentics™ will own all data submitted to us by individuals you refer to us through your referral link or coupon code, and you may not for any reason collect or attempt to collect such information.
AFFILIATE EXPRESSLY AGREES THAT YOUR USE OF THE AFFILIATE PROGRAM AND THE PROMOTIONAL MATERIALS IS AT YOUR SOLE AND EXCLUSIVE RISK. THE AFFILIATE PROGRAM AND PROMOTIONAL MATERIALS ARE PROVIDED ON AN AS IS, WITH ALL FAULTS AND AS AVAILABLE BASIS. TRUTHENTICS™ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SITE MAKES NO WARRANTY THAT THE AFFILIATE PROGRAM OR PROMOTIONAL MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE AFFILIATE PROGRAM OR ANY OF OUR SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES TRUTHENTICS™ MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AFFILIATE PROGRAM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE AFFILIATE PROGRAM OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. AFFILIATE UNDERSTANDS AND AGREES THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE AFFILIATE PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NOT A SUPPLIER
Except as otherwise outlined herein, Affiliate is not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to us. Affiliate participation in the Affiliate Program or receipt of payment here under shall not be construed or be deemed to be an inducement for, solicitation of you to provide any products or services to us.
Affiliate shall remain solely responsible for activities here under, and we shall remain solely responsible for operation of the Affiliate Program. Truthentics™ shall have no responsibility for the development, content, operation and maintenance of your advertising/marketing efforts. Each party acknowledges that the other’s services may be subject to temporary unavailability due to causes beyond the operating party’s reasonable control.
Affiliate agrees to defend, indemnify, and hold Truthentics™ and our affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys and experts fees, related to or arising from (a) any breach of Affiliate representations under this Agreement; (b) Affiliate use (or misuse) of the Affiliate Program and/or Promotional Materials; (c) all conduct and activities occurring under your user ID and password; (d) any item or service sold or advertised by Affiliate except for the Truthentics Products™; (e) any defamatory, libelous or illegal material contained within any of your efforts here under; (f) any claim or contention that any action, activity, or account controlled by you infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity; (g) third party access or use of anything posted, shared and/or otherwise distributed by Affiliate; (h) any claim related to Affiliate website and social media accounts; and (i) any violation of this Agreement.
We reserve the right, at our own expense, to participate in the defense of any matter otherwise subject to indemnification from Affiliate, but shall have no obligation to do so. Affiliate shall not settle any such claim or liability without our prior written consent, which shall not be unreasonably withheld. Affiliate understands that Truthentics™ will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing Affiliate’s account with the Affiliate Program. Affiliate also understands that we will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Affiliate.
RELATIONSHIP OF THE PARTIES
The relationship between Truthentics™ and the Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever.
Neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software.
Any notice or payment required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, or personal delivery by commercial carrier such as FedEx or UPS.
Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph. Notices shall be deemed effective upon delivery.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by binding arbitration administered by a single neutral arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The arbitration hearing and all proceedings in connection therewith shall take place in Bucks County, Pennsylvania. The arbitration shall be conducted by one arbitrator, selected by both the parties or, if they are unable to agree on the selection, a practicing attorney or retired judge with at least ten years total working experience as such. The arbitration hearing shall be commenced within 90 days of the filing of a Demand for Arbitration by either party, and the award shall be rendered within 30 days of the conclusion of such hearing.
This Agreement and all matters arising out of or otherwise relating to these terms and conditions shall be governed by the laws in effect in the State of Pennsylvania, without regard to its conflict of law provisions. You and we hereby submit to the personal jurisdiction of the state and federal courts of the State of Pennsylvania for resolution of all disputes. You and we hereby agree that exclusive venue for any litigation/dispute under this Agreement shall be with the state and federal courts located in Bucks County, Pennsylvania.
CLASS ACTION WAIVER
Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither Affiliate nor Truthentics™ will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in any representative capacity. Affiliate and Truthentics™ further agree that no arbitration or proceeding will be combined with another without the prior written consent of all parties to the affected proceedings.
Affiliate may assign this Agreement or the rights and obligations hereunder to any third party without our prior express written approval, which shall not be unreasonably withheld. We may assign this Agreement with at least five (5) days prior written notice to you to the most recent email address on file. Your sole recourse, should you disagree with such assignment, will be to terminate your participation in the Program.
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, administrators, and successors.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
Except where stated to the contrary herein, this Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents or previous versions of this Agreement that may conflict with this Agreement.
In the event any Party shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection therewith, including attorney’s fees incurred on appeal.
The parties acknowledge the legally binding nature of this Agreement by submitting the Affiliate Program with the required information to sign up to the Affiliate Program, you are acknowledging and affirmatively stating that you have read and understand the terms set forth herein and that you agree to be legally bound by the terms and conditions hereof.