Immortal Wellness Affiliate Program Agreement

As an authorized affiliate (Affiliate) of Immortal Wellness (IW), you agree to abide by the terms and conditions contained in this Agreement (Agreement). Please read the entire Agreement carefully before registering and promoting Immortal Wellness as an Affiliate.

Your participation in the Program is solely to legally advertise our website to receive a commission on memberships and products purchased by individuals referred to Immortal Wellness by your own website or personal referrals.

By signing up for the Immortal Wellness Affiliate Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.

Enrollment

In order to enroll in the Immortal Wellness Affiliate Program, the Affiliate must complete an application form for each website through which the Affiliate desires to promote the products and services sold through the Affiliate Program. Applicant agrees that any registration information provided to the Company will always be accurate, correct, and up to date and that the account will not be used for any illegal or unauthorized purpose. Applications will be evaluated by Immortal Wellness (IW) and IW reserves the right to deny entrance into its Affiliate program to any applicant who is deemed unqualified for any reason, at IW’s sole and absolute discretion.

Approval or Rejection of the Application

We reserve the right to approve or reject ANY Affiliate Program Application at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.

Independent Contractors 

Affiliates are independent contractors. As such they are not employees of Immortal Wellness and waive any benefits including but not limited to workman’s compensation. Affiliates are responsible for their own Workman’s compensation and take full responsibility for any injuries that may occur when sharing IW products virtually or in person and will not hold IW responsible in any way.

 

Commissions

  1. The affiliate will be paid a referral fee (“Commission”), for each customer who completes a purchase on the Immortal Wellness website using the unique affiliate link assigned to the Affiliate (“Link”). Commissions will be calculated based upon the Gross Sales Price for Retail Purchases. Gross Sales Price is defined as all payments received by Immortal Wellness by the sale of the product, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, chargebacks, imports/export duties, amounts due to credit card fraud, credits given to customers, bad debt right-off, and refunded products or services. The Affiliate shall be paid Commissions only on sales that are tracked through the Company’s online tracking system and indicate the Link as the source.

  2. The Commission rate will be 20% of the Gross Sales Price of each completed purchase made through the Affiliate’s link and paid to Immortal Wellness.

     

  3. Commissions will be paid to the Affiliate on a monthly basis. Commissions will be adjusted for orders that are canceled, returned, or where payment is otherwise refunded to the purchaser. All payments will be made to the Affiliate’s bank account via ACH unless other arrangements are approved by Immortal Wellness.  For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days.

Customer Service

Immortal Wellness will handle all aspects of customer service for customers who purchase through the Affiliate’s Link including customer inquiries, product orders, customer billing and collection, and product shipment. Immortal Wellness reserves the right to change the Immortal Wellness policies and procedures, pricing structure, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or customers purchasing through the Affiliate’s Link.

Affiliate Intellectual Property

The Affiliate grants Immortal Wellness a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Immortal Wellness Affiliate Program. Immortal Wellness has no obligation to announce, advertise, market, or promote the Affiliate participation in the Immortal Wellness Affiliate Program, but reserves the right to do so at its sole discretion.

Non-Disparagement

The Affiliate agrees not to defame, disparage, or demean Immortal Wellness, IW products, or any employee or agent of Immortal Wellness in any manner whatsoever.  The affiliate further agrees not to defame, disparage, or demean any potential competitors in any manner whatsoever.  Immortal Wellness stands behind the integrity of its products and does not condone or encourage any negative advertising or promotion.

Affiliate’s Duties

  1. The Affiliate is solely responsible for the development, maintenance, and operation of the Affiliate’s website and for placing Links on the Affiliate’s website in compliance with the terms of the Immortal Wellness Affiliate Program.

     

  2. The Affiliate is responsible for disclosing that the Links provided on its website or marketed to potential customers by other means are affiliate links in accordance with Section 5 of the Federal Trade Commission Act.

     

  3. The Affiliate is responsible for all materials that appear on the Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy, or other proprietary rights.

Warranties

  1. Immortal Wellness’ Warranties: Immortal Wellness represents, warrants, and covenants that Immortal Wellness has full authority to enter into this Agreement and that all of the services, whether performed by Immortal Wellness or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

     

  2. The Affiliate’s Warranties: The Affiliate represents, warrants, and covenants that the Affiliate has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every one of the Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Affiliate represents, warrants, and covenants that its website does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.

     

  3. Except for the express warranties provided throughout this agreement, neither party makes any other warranties, express or implied.

Limitation of Liability

  1. In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage; and

 

  1. In no event shall a party’s liability exceed the fees paid under this agreement, whether in contract, tort, or under any other theory of liability.

Indemnification

The Affiliate hereby indemnifies and holds harmless the Immortal Wellness, its officers, directors, employees, contractors, affiliates, agents, successors, and assigns, including those licensed or authorized by Immortal Wellness to transmit and distribute materials, from and against any and all claims, liabilities, damages, fines, judgments, costs, losses, expenses, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Immortal Wellness may incur and which are based in whole or in part upon the Affiliate’s participation in the Immortal Wellness Affiliate Program, any claims that any of the Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Immortal Wellness Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s website, or the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.

Effect of Headings

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

Entire Agreement/Modification/Waiver

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

Neutral Construction 

This Agreement was prepared by Immortal Wellness and/or its counsel. It is expressly understood and agreed that this Agreement shall not be construed against Immortal Wellness merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner that is fair to both parties.

Counterparts 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Assignment 

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that the Affiliate may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of the Affiliate. No such assignment by the Affiliate to its wholly owned subsidiary shall relieve the Affiliate of any of its obligations or duties under this Agreement.

Notices 

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally to Immortal Wellness, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Immortal Wellness at:

Immortal Wellness, LLC
369-B 3rd Street
Suite 704
San Rafael, CA 94901

Governing Law/Venue 

This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Marin County, California.

Recovery of Litigation Expenses 

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

Severability 

If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Term

The term of this Agreement shall be exactly one year from the date of signing. At the end of the term, this Agreement will automatically renew for an additional one-year term unless canceled by either party in accordance with the terms of the next section, Cancellation.

Cancellation

IW or the Affiliate may cancel this Agreement for any reason by providing 30 days written notice to the other party. Failure to comply with the terms of this Agreement will result in immediate cancellation of this Agreement by Immortal Wellness and forfeiture by the Affiliate of any accrued, unpaid commissions.

Immortal Wellness shall pay any pending commissions owed to the Affiliate through the cancellation date if a cancellation of this Agreement occurs for any reason other than a violation of this Agreement on the part of the Affiliate. Upon cancellation by either party, the Affiliate’s limited license to use the intellectual property of Immortal Wellness for the purpose of promoting the products and/or services offered through the Immortal Wellness Affiliate Program will cease as of the cancellation date.

Termination

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  • Spamming (mass email, mass newsgroup posting, etc.).
  • Advertising on sites containing or promoting illegal activities.
  • Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
  • Violation of intellectual property rights. Immortal Wellness reserves the right to require license agreements from those who employ trademarks of Immortal Wellness in order to protect our intellectual property rights.
  • Offering rebates, coupons, or any other form of promised kickbacks from your affiliate commission as an incentive. Adding bonuses or bundling other products with Immortal Wellness is acceptable, however.
  • Self-referrals, fraudulent transactions, suspected Affiliate fraud.

In addition to the foregoing, Immortal Wellness reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.

Promotional Materials

Immortal Wellness shall make available to the Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate’s website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to the Immortal Wellness website, as specified by the Immortal Wellness.

Use of Promotional Materials

The Affiliate’s use and display of the Promotional Materials on the Affiliate’s website shall conform to the following terms, conditions, and specifications:

 

  1. The affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Immortal Wellness. If the Affiliate wishes to alter or otherwise modify the Promotional Materials, the Affiliate must obtain prior written consent from Immortal Wellness for such alteration or modification.
  1. The affiliate may not use any graphic, textual, or other materials to promote the Immortal Wellness website, products, or services other than the Promotional Materials provided by Immortal Wellness unless Immortal Wellness has approved such other materials in writing prior to their display.
  1. Affiliate may only use the Promotional Materials for the purpose of promoting the Immortal Wellness website (and the products and services available thereon), and for linking to the Immortal Wellness website.
  1. The Promotional Materials will be used to link only to the Immortal Wellness website, and to the specific website page(s) specified by Immortal Wellness.
  1. Affiliates cannot list, sell, or discount Immortal Wellness products on their own websites or other third-party platforms like eBay, Amazon, or Etsy. Any items Affiliates promote must be sold directly via the Immortal Wellness website or offers.
  1. Affiliates also cannot sell any Immortal Wellness products for less than the retail price listed on the Immortal Wellness website.

 

Limited License to Use Intellectual Property

 

Upon acceptance into the Affiliate Program, Immortal Wellness grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Immortal Wellness during the term of this Agreement. The Affiliate may display these materials on the Affiliate’s website for the sole purpose of participating in the Affiliate Program. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials.

Upon cancellation by either party, the Affiliate’s limited license to use the Promotional Materials for the purpose of promoting the products and/or services offered through the Affiliate Program will cease as of the cancellation date. Upon the cancellation date, the Affiliate must immediately cease any use of the Promotional Material. The Affiliate is not granted a license to use any of Immortal Wellness’ intellectual property or proprietary material, other than the Promotional Materials discussed above.

Affiliate Links

You may use graphic and text links both on your website and within in your email messages. You may also advertise the Immortal Wellness site in online and offline classified ads, magazines, and newspapers.

You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined in the Termination section.

Coupon and Deal Sites

Immortal Wellness occasionally offers coupon codes to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:

  • Affiliates may not use misleading text on affiliate links, buttons, or images to imply that anything besides currently authorized deals to the specific affiliate.
  • Affiliates may not bid on Immortal Wellness Coupons, Immortal Wellness Discounts, or other phrases implying coupons are available.
  • Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button, or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
  • The user must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
  • Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.

Pay Per Click (PPC) Policy

PPC bidding is NOT allowed without prior written permission.

Liability

Immortal Wellness will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Immortal Wellness Affiliate Program and/or to our website(s).

We do not make any expressed or implied warranties with respect to the Immortal Wellness Affiliate Program and/or the memberships or products sold by Immortal Wellness. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

Term of the Agreement

The term of this Agreement begins upon your acceptance into the Immortal Wellness Affiliate Program and will end when your Affiliate account is terminated.

The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement is unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Immortal Wellness Affiliate Program will constitute your acceptance of any change.

Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Immortal Wellness Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Immortal Wellness application process. This action creates an electronic _signature that has the same legal force and effect as a handwritten signature.

Signature____________________________________________________

 

Printed Name_________________________________________________

 

Date________________________________________________________