Affiliate Program Agreement

Effective Date: April 11, 2020 | Last Modified Date: April 15, 2020

This Affiliate Program Agreement (hereinafter called the “Agreement”) is provided by Food Revolution Network, Inc. (FRN) This agreement is a legal agreement between FRN and our affiliate partners. Your participation in or application to the Affiliate Program indicates awareness of and agreement with the terms described herein. FRN reserves the right to update this Agreement from time-to-time and any changes shall be effective upon posting such changes to the FRN Affiliate Center as defined below.

  1. Definitions. The parties referred to herein shall be defined as follows:
    1. “FRN,” “Company,” “Us,” “We,” “Our,” and other first-person pronouns refer to Food Revolution Network, Inc. and its websites, marketing collateral, digital and physical assets, properties, employees, legal agents, or authorized representatives.
    2. “Affiliate,” “Partner,” “You,” “Your,” and other second-person pronouns refer to the party agreeing to the terms and conditions set forth herein by FRN, and by extension, any and all of its employees, independent contractors, legal agents, or authorized representatives.
    3. “Parties,” collectively, are the parties subject to this Agreement (FRN and You), or individually, as “Party.”
    4. “Property(ies),” “Product(s),” “FRN Property(ies),” or “FRN Product(s)” refers to websites, social media profiles, landing pages, advertising channels, print collateral, marketing collateral, or related items owned and used by FRN.
    5. “Affiliate Program” or “Application” refer to the collective partnership, joint venture, or related programs and opportunities for Affiliates to participate in as described in this Agreement.
    6. “Affiliate Center” or “AC” refers to the website provided by FRN, located at affiliates.foodrevolution.org.
    7. “Affiliate Application” or “Application” refer to the online form found in the Affiliate Center which must be completed and submitted to FRN for consideration of Affiliate’s inclusion in the Affiliate Program.
    8. “Collateral” refers to FRN-owned website(s), email verbiage, social media verbiage, graphics, logos, PDFs, audio and video files, and related materials provided by FRN within the Affiliate Center, or elsewhere as explicitly represented for Affiliates to use for promotional purposes.
    9. “FRN List,” “FRN Subscriber List,” or “FRN Email List” refer to the database of contacts and their relevant data owned by FRN.
    10. “Affiliate Link(s),” “Campaign Link(s),” “Promotion Link(s),” or “Promo Link(s)” refer to any Affiliate-specific hyperlink that allows for accurate tracking of clicks, leads or registrations, and sales generated via said hyperlink.
    11. “Promotions,” “Affiliate Promotions”, “Promotional Methods,” or “Promotional Channels” refers to Affiliate-owned websites, social media profiles, marketing campaigns, online or offline advertising, social media sharing/advertising, direct marketing, email marketing, landing pages, or other promotional channels used by Affiliates to encourage their respective audiences to engage with FRN Properties via Affiliate Link, QR code, or similar technology.
    12. “Revenue(s),” “Gross Revenue(s),” “Sale(s),” or “Income” refer to gross transaction volume generated via Promotions before any expenses.
    13. “Net Revenue(s)” refers to Income after subtracting relevant expenses directly attributable to fulfillment or related elements of a given Product or Property. Typically, though not always, these expenses are physical production costs, fulfilment, shipping and handling costs, etc. In some cases, credit card processing or related transactional fees, or advertising costs will be considered in the expense calculation to determine Net Revenues. These are determined by us, at our sole discretion, and are deducted from Affiliate Commissions.
    14. “Direct Sales” refers to any Revenues generated via an Affiliate Link.
    15. “Commission(s)” or “Compensation” refers to monetary compensation provided by FRN to Affiliates in connection with Affiliate Promotions of FRN Properties.
    16. “Launch” or “Launches” refer to FRN Properties which Affiliates may only promote during a specific set of dates or times.
    17. “Evergreen” or “Ongoing” refer to FRN Properties which Affiliates may promote at any time.
    18. “Affiliate Email List” or “Affiliate List” refers to a list of email addresses owned by an Affiliate which are in legal compliance and eligible for Promotions by Affiliate.
    19. “Regular Affiliate” refers to any Affiliate accepted into the Affiliate Program with fewer than 50,000 email addresses on their Email List.
    20. “Super Affiliate” refers to any Affiliate accepted into the Affiliate Program as such by FRN with greater than 50,000 email addresses on their Email List, or that FRN, at its sole discretion, determines to have strong promotional capacity or value.
    21. “Second-Tier Affiliate(s)” refers to any Super Affiliate who refers a third-party to join the Affiliate Program as a Sub-Affiliate.
    22. “Sub-Affiliate” refers to any Affiliate who joins the FRN Affiliate Program via a Second-Tier Affiliate.
    23. “Referral(s),” “Lead(s),” “Registrant(s)”, “Opt-In(s),” or “Subscriber(s)” refer to any new contact entry added or updated on the FRN List via Affiliate Promotions.
    24. “Second-Tier Referral(s)” refers to any Leads generated by a Sub-Affiliate.
    25. “Customer(s)” refers to any person or entity that makes a purchase via an FRN Property.
  2. Joining
    1. BY SUBMITTING THE AFFILIATE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, AND BY PARTICIPATING IN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS SET FORTH WITHIN THIS AGREEMENT. WE RESERVE THE RIGHT TO REJECT ANY APPLICATION FOR ANY REASON. HOWEVER, WE ENCOURAGE YOU TO CONTACT US IF YOU WOULD LIKE US TO RECONSIDER OUR DECISION.
    2. To join the Affiliate Program, you must complete and submit the online form found at affiliates.foodrevolution.org.
    3. After receiving your submission, We will review your Application as soon as reasonably possible. We reserve the right to ask follow-up questions or conduct an interview prior to accepting or rejecting your admittance into our Affiliate Program. While some Applications may be “automatically” approved, we reserve the right to re-evaluate any Application at any time.
    4. All Affiliates accepted into the Affiliate Program will be initially considered Regular Affiliates. Affiliates with an Affiliate Email List larger than 50,000 emailable contacts are solely responsible for requesting to be a Super Affiliate.
  3. Affiliate Center
    1. Our Affiliate Center is where You will find unique Promo Links, marketing Collateral to use, activity reports, calculated Commissions earned by You, important notices, and all information related to our Affiliate Program.
    2. Upon joining the Affiliate Program, you will create a password so that you may securely access the Affiliate Center and view reports and statistics specific to you and your Affiliate account.
  4. Products
    1. FRN is constantly developing new products, removing old or outdated products, and updating existing products. Product prices, composition, and availability will vary from time to time. Affiliates are responsible for staying up-to-date with regard to product availability, pricing, and relevant information pertaining to a specific product.
    2. We strive to keep our Affiliate Center updated regularly so that only active and available products are listed at any given time. However, should an Affiliate have a question about promoting a specific product that is not currently listed or is listed but may be outdated, the Affiliate should contact us before promoting that product.
    3. Bundling/Stacking
      1. To maximize user experience and customer value, FRN frequently bundles, stacks, or otherwise includes additional products in the sales experience for a Customer. Unless explicitly agreed or stated, FRN does not guarantee that all Products bundled within a purchase flow will be eligible for Affiliate Commissions.
  5. Promotions
    1. FRN Trademarks
      1. The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the controlled terms):
        1. Food Revolution Network, Inc., Food Revolution Network (or its acronym), Food Revolution Summit (or its acronym), Plant-Powered & Thriving (or its acronym), WHOLE Life Club (or its acronym), Food Revolution Network Ultimate Health Collection, John Robbins, Ocean Robbins, Revolutionary Health, Food Revolution Network Action Collection, Food Revolution Network Brain Power Collection, and any other registered or unregistered trademarks of FRN (collectively, “Trademarks”).
        2. foodrevolution.org, foodrevolutionnetwork.com, foodrevolutionnetwork.net, foodrevolutionnetwork.org, foodrevolutionsummit.org, plantpoweredandthriving.com, plantpoweredandthriving.net, plantpoweredandthriving.org, wholelifeclub.com, wholelifeclub.net, wholelifeclub.org (collectively, “Domains”).
    2. Collateral
      1. Your Promotions of FRN Properties must be consistent with our branding, and shall not be false or misleading. All Promotions should be conducted in a manner that represents the interests of FRN and should, whenever possible, be created using or consistent with the Collateral within the Affiliate Center as a foundation. You shall not create, publish, distribute, or print any written material that references FRN Products that is substantially different in tone or content from the Collateral published within the Affiliate Center without first submitting that material to us and receiving our prior written consent. Affiliates who wish to promote Products in a manner not closely related to methods provided for within the Affiliate Center must request written pre-approval from FRN before any Affiliated-created messaging is used in any fashion, so as to ensure FRN’s interests are being met and FRN’s brand is being represented accurately.
      2. Affiliates may make adjustments to Collateral provided to fit their unique Promotional circumstances as long as the changes are not significant in tone and in no way misrepresent FRN, FRN’s offers or our partners.
      3. Your Promotion(s) may not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner without our explicit permission.
      4. The maintenance and the updating of your Promotions will be your responsibility. We may monitor your Promotions as we feel necessary to make sure that your representation of our Company, Properties, or Products is up-to-date and to notify you of any changes that we feel should enhance your performance. Any such requested changes must be integrated in a timely fashion.
      5. We reserve the right, at any time, to review and approve or reject your planned or active promotion methods. We reserve the right to require that you make changes to your promotion methods to comply with the guidelines provided to you. A material element of this Affiliate Program is your compliance with our recommendations and requests.
    3. FRN Brand, Logos, and Trademarks
      1. Affiliates may only use FRN logos or brand elements with explicit permission from FRN. Inclusion in the Affiliate Center as part of the available Collateral within constitutes a revocable license to use FRN’s designated intellectual property in support of promotion for the resource in question.
      2. Use of any of our Trademarks as part of the domain or subdomain for your website is strictly prohibited without explicit permission.
    4. Promotions Via Email
      1. If you intend to conduct Promotions via email, you must adhere to the following:
        1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187, Canada’s Anti-Spam Legislation (CASL) (2010 S.C., ch. 23 (Can.)), and California’s Restrictions on Unsolicited Commercial E-mail Advertisers (Cal. Bus. & Prof. Code § 17529.5 et seq) with respect to our campaign(s). In the event these laws are modified, updated, or replaced, you further agree to comply with the latest laws and regulations related to this requirement.
        2. All email messages must be sent via your email system(s) and from you and must not represent, whether explicitly or implicitly, that the email is being sent from or on behalf of FRN.
    5. Promotions Via Social Media
      1. Promotions via social media platforms, whether via organic (posts, etc.) or paid (ads, CPC, etc.) mechanisms, is permitted and encouraged, provided they adhere to these general guidelines:
        1. Promotions are conducted via social media profiles or channels you own that do not represent a legal relationship to FRN, such as one which would represent you as an employee, agent or representative of FRN
        2. You may not use social media profiles, usernames, or channels that contain “FRN,” “Food Revolution Network,” “John Robbins,” “Ocean Robbins,” the FRN Trademarks, the FRN Domains, or other names or variations of names in active use by FRN without explicit permission or as part of approved Promotions.
        3. Promotions via comments, replies or other engagement to Properties or social profiles owned by FRN or other approved Affiliates may NOT contain your unique, trackable Affiliate Link.
        4. Promotions do NOT contain any FRN Trademarks, company names, or similar without explicit permission or as part of an Promotions.
        5. Promotions must comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and native advertising guidelines.
    6. Promotions Via Search Engines
      1. All advertising on search engines must be approved by FRN prior to launching the campaign. For approval, we require copy, images, dates of promotion, and URL (both display and destination). We reserve the right to review the audience and keywords for the ad as well.
      2. You may not bid on any of our Trademarks, including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless you’ve received written permission from us first.
      3. You may not use our Trademarks, including any variations or misspellings as per above, in sequence with any other keyword.
      4. You may not use our Trademarks in your ad title, ad copy, display name or as the display url.
      5. You may not link directly to any FRN Property from any Pay Per Click ad (“PPC”) or use redirects that yield the same result. Customers must be directed to a page on your website or fully owned property.
      6. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style PPC advertising program.
      7. If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the Affiliate Program permanently and all commissions associated with the violations will be reversed.
    7. Co-Branded Landing Pages & Interstitials
      1. Affiliates that wish to design, build and publish “co-branded” interstitial pages or landing pages must submit said pages to FRN for approval prior to publication.
    8. Coupons
      1. If you are enrolled in our Affiliate Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
        1. You may ONLY advertise coupon codes that are provided to you through the Affiliate Program.
        2. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
        3. You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
        4. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other campaign.
        5. You may NOT give the appearance that any ongoing offer requires clicking from your Property in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
        6. Affiliates whose primary business is posting coupons, who are viewed by the Affiliate Program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available in the Affiliate Center in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
  6. No Reciprocation Agreement. Affiliate Promotions of our Properties does not imply an agreement to or require FRN to conduct reciprocal (or in-kind) Promotion(s) of any of your products or services. Our authorization for you to serve as an Affiliate does not in any way imply an endorsement by us of you, your products, and/or your services.
  7. Periodic Review
    1. We retain the right to monitor your Promotions at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your Promotions that we feel should be made, or to make sure that your links to our web site are appropriate, and to notify you of any changes that we feel should be made. If you do not make the changes to your Promotions that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program, immediately upon notice.
    2. We reserve the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this Affiliate Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
    3. This Agreement will begin upon our acceptance of your Affiliate application, and is considered already in effect if you have registered previously as an Affiliate and actively conduct Promotions of our Properties now, and will continue unless terminated hereunder.
  8. Affiliate Links
    1. Upon acceptance into the Affiliate Program, unique links for each of our active campaign(s) will be made available to you by logging into our Affiliate Center. After logging in, you will be able to review Collateral with Product details and your unique Affiliate Link for use in your Promotions.
    2. You will only use the unique links we provide you in our Affiliate Center for your Promotions. You may not manipulate the links in any way. Any abuse or misuse of Affiliate Links shall result in your immediate termination without notice.
    3. All domains that use your Affiliate Link must be listed in your affiliate profile.
  9. Tracking & Cookies
    1. To receive full credit for any Referrals or Customers generated, you must use your unique tracking Affiliate Link(s) found within the Affiliate Center. Note that you must be logged in to the Affiliate Center to see your unique Affiliate Links.
    2. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
    3. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
    4. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the Affiliate Link is placed.
    5. Credit for Referral(s) and Commission(s) is applied to the Affiliate that is the last Affiliate of record for the Referral or Customer as recorded by our CRM, which is currently Ontraport. FRN uses Ontraport’s tracking system(s) for affiliate campaign tracking when affiliates use their unique campaign links provided in the Affiliate Center. As a backup tracking mechanism, FRN may use browser cookies and proprietary systems for determining and ensuring appropriate credit.
    6. When FRN uses advertising that “retargets” any users that have been previously referred to an FRN Property via an Affiliate Promotion, the last Affiliate of record will continue to be eligible for credit of a subsequent Referral or Customer for the entirety of their qualified time.
    7. We use a “60-day cookie” policy, so Affiliates will receive Commissions for all eligible Products within a 60-day period after each Lead generated.
    8. Any abuse or misuse of any cookies or tracking devices shall result in your immediate termination without notice.
  10. “Sub-Affiliate Networks”
    1. Distinct from “Sub-Affiliate” as defined herein, Affiliates may not conduct Promotions through so-called “sub-affiliate networks” without pre-approval and explicit permission of FRN. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon program.
    2. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of Commission from sales made through any sub-affiliate network that does not comply with our terms.
  11. Intellectual Property Law
    1. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Promotions. You must have express permission to use any person’s copyrighted material or other intellectual property, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
    2. You will not, in connection with this Agreement, display or reference on your Promotions, any trademark or logo of any third party seller appearing on our Collateral unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our Collateral in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
  12. Licensing
    1. We grant you a limited, nonexclusive, non-transferable, revocable right to use the Collateral in our Affiliate Center solely for the purpose of your participation in this Affiliate Program (“Licensed Materials”). All of our rights in the Collateral, any graphic image and text, any other images, our trade names and Trademarks, and any other intellectual property contained therein, are hereby expressly reserved by us. We reserve the right to revoke your license at any time.
    2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of the Affiliate Program and the goodwill associated therewith will ensure the benefit of FRN and you as an Affiliate.
    3. You agree not to use the Licensed Materials in any manner that is disparaging, misleading, obscene or that otherwise portrays FRNin a negative light. 
    4. Without limitation to any of the foregoing, except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
    5. You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will inure to the benefit of, and on behalf of, the Affiliate Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
  13. Non-US Law. If you are conducting business in or taking orders from persons in any countries outside of the United States of America, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
  14. Referral and Customer Relationships
    1. All Referrals and Customers added to the FRN List via Affiliate Promotions will establish a new direct relationship between FRN and the Referral. FRN, at its sole discretion, may send future Promotions to Referrals. You will include a corresponding disclosure in your privacy policy. Unless explicitly stated otherwise, FRN does not guarantee that Affiliate will receive Compensation for future Promotions to Referrals.
    2. All standard FRN policies and operating procedures will apply to these Referrals and Customers. We may change our policies and operating procedures at any time.
    3. Second-Tier Referrals
      1. Super Affiliates are eligible for Commissions generated via Sub-Affiliates. Regular Affiliates are not eligible for Second-Tier Referrals or Commissions.
      2. The Commission rate for Second-Tier Referrals is 10% of Net Revenues generated via Promotions conducted by an Affiliate registered as a Sub-Affiliate. Sub-Affiliates still receive standard Affiliate Commissions as set forth herein, regardless of whether or not they have a Second-Tier Affiliate relationship in the FRN database. 
  15. Legal Compliance
    1. FTC Disclosure Requirements
      1. Within any and all Promotions, you shall include a statement that is compliant with the latest FTC disclosure requirements, and especially when Promotions are posted as an endorsement or review, and where the compensatory relationship is not clearly and obviously represented. This disclosure statement should be clear and concise, stating that you are or may be receiving Compensation for your review or endorsement. If you received a Product for free from us for review, this also must be clearly stated in your disclosure. Furthermore:
        1. Disclosures must be made as close as possible to the claims.
        2. Disclosures should be placed “above the fold”; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before navigating away to the Property).
        3. Pop-up disclosures are prohibited.
      2. For more information about FTC disclosure requirements, please review the FTC .com Disclosures and Advertisement Endorsements Guidelines.
    2. Participating Websites
      1. Your participating website(s) may not:
        1. Infringe on our or anyone else’s intellectual property, publicity, privacy, or other rights.
        2. Violate any law, rule, or regulation.
        3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials.
        4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
        5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
  16. Processing Orders
    1. We will be responsible for processing orders and will handle all customer service issues directly related to our websites, marketing collateral, digital and physical assets, properties, employees, legal agents, or authorized representatives. We will track Direct Sales via Affiliate Links within your Promotions to our Properties.
    2. Only items that were purchased by Customers who use the Affiliate Link(s) from your Promotions are considered eligible for Commissions. Commissions earned via your Promotions are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
    3. We reserve the right to exclude items ordered by you (using your unique Affiliate Link which would otherwise qualify for Commissions) and to not pay Commissions for them, if we deem it necessary, at our sole discretion, to prevent abuse.
  17. Commissions & Payments
    1. Commissions earned by Affiliates via Promotions of eligible Products will generally, unless stated otherwise, be calculated as follows:
      1. Digital Products*:
        1. Regular Affiliates – 40% of Gross Revenues
        2. Super Affiliates – 50% of Gross Revenues plus 10% of any Revenues generated via Sub-Affiliate.
      2. Physical Products:
        1. Regular Affiliates – 40% of Net Revenues **
        2. Super Affiliates – 50% of Net Revenues plus 10% of any Net Revenues generated via Sub-Affiliate. **
    2. ** In some cases, and at our discretion, FRN may use a “Net Revenues” calculation for determining Commissions on Digital Products.
    3. We require a W-9 in order to make payments to you, as all Affiliates are considered 1099 Independent Contractors. If you accept payment through PayPal, they will handle the necessary paperwork. If you require payment by check or by any other means, we will issue you a W-9, which you will need to sign and return to us before payment can be made.
    4. If you are paid via PayPal, you are required to ensure your PayPal email address is always up to date in our Affiliate Center.
    5. Unless otherwise explicitly stated, live physical events, membership programs, and external promotions are excluded from Affiliate Commissions. Other products may or may not be eligible for Commissions, depending on profit margin, overhead, and other factors at FRN’s discretion.
    6. You are required to use the unique link provided in advance of the promotion, in order to enable proper tracking. Commissions cannot and will not be paid if you fail to use the correct link.
    7. Commissions will be paid after factoring in short-term returns associated with your unique Affiliate Link.
    8. FRN will do its best to ensure that all link tracking and backups are in full working order. In the event of human or technological error that damages ability to track adequately, every effort will be made to come up with a mutually agreeable resolution to provide fair and mutually agreeable Compensation.
    9. Commissions will be paid within 30 days of the completion of any Launch Promotion – completion including the end of the 60-day money-back return guarantee from the initial time of purchase, as well as the completion of any payment plans (where applicable).
    10. All payment processing shall be performed by Food Revolution Network, Inc.
    11. We reserve the right to change the Commissions & Payments terms from time-to-time and any changes shall be effective upon posting such changes on the FRN Affiliate Center website.
  18. Reversal & Communication
    1. We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Affiliate Program violations as outlined in these terms and conditions.
    2. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
      1. You are not forthcoming, intentionally vague or are found to be lying.
      2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
      3. You cannot substantiate or validate the source of your traffic to our campaign(s) with clear and demonstrable proof.
      4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Affiliate Program for the period or orders in question or terminate you from the Affiliate Program altogether with or without notice. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our Affiliate Program rules.
  19. Termination
    1. Either you or we may end this Agreement AT ANY TIME, with or without cause or notice. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
    2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Promotions, all hyperlinks to our Properties, and all of our Collateral or materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program.
    3. You are eligible to earn Commissions only on Revenues of qualifying products that occur during the term, and Commissions earned through the date of termination will remain payable only if the related Direct Sales are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
    4. Additional reasons we may terminate this Agreement immediately, shall include but not be limited to:
      1. Conduct by Affiliate which detracts from the good reputation of FRN and FRN’s Product;
      2. Complaints from consumers about you or your work;
      3. Misuse of the names or image of persons or brands who appear in our Products or Properties in a manner not consistent with the goals, branding and intent of our organization and programs as set forth in this Agreement;
      4. Any deviation by you from the highest standards of professional and commercial conduct.
      5. Extremely or unusually low opt-in or sales rates, without explanation, which could lead FRN to conclude that you may be using misleading Promotions.
  20. Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
  21. Disclaimer & No Warranties. FRN MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR AFFILIATE PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
  22. Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
  23. Indemnification. You hereby agree to indemnify and hold FRN, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing herein referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and Agreement made by you herein, (iii) any claim related to Affiliate Promotions, including, without limitation, content therein not attributable to us, (iv) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (v) any breach of any representation, warranty or covenant hereunder, or (vi) the sale, marketing, advertisement or promotion of FRN’s Properties or Products.
  24. Confidentiality
    1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
    2. None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
  25. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE AFFILIATE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
  26. Arbitration. All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party will be settled by arbitration by the American Arbitration Association in San Francisco, California, United States, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. This agreement to arbitrate will survive any termination or expiration of this Agreement.
  27. Miscellaneous
    1. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, franchise, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliates shall not represent themselves to be employees, directors, agents, or representatives of FRN in any way.
    2. Affiliates may not assign rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
    3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of California without regard to the conflicts of laws and principles thereof.
    4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
    5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
    6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
    7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
    8. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
  28. Representations
    1. By joining and continuing to participate in our Affiliate Program as an Affiliate, You represent that:
      1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
      2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
      3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.