AFFILIATE PROGRAM OPERATING AGREEMENT / PROCEDURES & POLICY This Affiliate Program Operating Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Fusionary Formulas Affiliate Program (“Program”). “We,” “us,” or “our” means Fusionary Formulas or any of its affiliate companies. “You” or “your” means you, the Fusionary Formulas Affiliate Network member. A “site” means a website or social media page. “Fusionary Formulas Site” means fusionaryformulas.com as applicable. “Your site” means any site(s) and any social media page(s) (e.g., Facebook, Twitter, Instagram, YouTube, etc.) that you link to the Fusionary Formulas Site.
BY AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY PARTICIPATING IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION ON THE FUSIONARY FORMULAS SITE, YOU
(A) AGREE TO BE BOUND BY THIS AGREEMENT;
(B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN; AND
(C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING THE AFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
The purpose of the Program is to permit you to earn Affiliate fees when a third party end user shops on a Fusionary Formulas Site using your unique Affiliate code/url. As part of the Program, you are permitted to advertise our Products on your sites and earn Affiliate fees for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Fusionary Formulas Site. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other tools and information in connection with the Program ("Content").
To begin the enrollment process, you must submit a complete and accurate Program application. You may be required to identify your sites in your application. As we deem it necessary, we will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site(s) are unsuitable. Unsuitable sites include those that:
After you have been notified that you have been accepted into the Program, you may display an Affiliate code (in the form of a web banner, link or widget) on your sites, on other sites through online advertising or provide it to third parties in writing (e.g., providing your Affiliate code on printed materials, such as business cards, flyers, or other advertisements) (“Special Links”). These Special Links permit accurate tracking, reporting, and accrual of Affiliate fees. You may earn Affiliate fees only as described in Section 7 and only with respect to activity on the Fusionary Formulas Site occurring directly through Special Links or through manual input of your Affiliate code during the check-out process. We will have no obligation to pay you Affiliate fees if you fail to properly use the Special Links or if users do not manually input your code at check-out, including to the extent that such failure may result in any reduction of Affiliate fees that would otherwise be paid to you hereunder.
In addition, you hereby consent to us:
You will be solely responsible for your sites, including their development, operation, and maintenance and all materials that appear on or within them. For example, you will be solely responsible for:
We will process Product orders placed by customers who follow Special Links from your sites to the Fusionary Formulas Site or who manually input your code at checkout. We reserve the right to reject orders that do not comply with any requirements on the Fusionary Formulas Site, as they may be updated from time to time. We will track Qualifying Purchases for reporting and Affiliate fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases via your affiliate dashboard site.
We will pay you Affiliate fees on “Qualifying Purchases” in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when
(a) a customer uses the Special Link to gain access to the Fusionary Formulas Site;
(b) manually inputs your Affiliate code at check-out;
(c) during a single Session that customer adds a Product to his or her shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through; and
(d) the Product is paid for by the customer.
We will pay you Affiliate fees on a monthly basis for Qualifying Purchases shipped in a given month, subject to any applicable withholding or deduction described below. In order to be paid, you must have been eligible and been a Fusionary Formulas’ brand ambassador in good standing at the time the purchases were made. Upon signing up for the affiliate program, you will enter your bank/account information to be paid once per month via “Paypal.” When a purchase is made using your Affiliate code, you accrue a commission on the value of the purchase. For products purchased on Fusionary Formulas.com: your commissions become payable after the 30-day return period from billing has passed, and will be paid to you on the next Affiliate payment cycle. Your commissions become payable after the 30-day return period from billing has passed, and will be paid to you on the next Affiliate payment cycle. The commission earned on items that are subsequently returned by customers will not be paid. Every month the Affiliate payment cycle ends on end of the month and will be paid out on or before the fifteenth of the month. For products purchased on Fusionary Formulas.com: When someone clicks on your link and orders Fusionary Formulas, you will make a 20% commission on the sale of the product for the amount at which is what sold. So, if the product is on sale or a coupon code is used, you will make commission on the now reduced amount of the sale. Sales tax and shipping are not included in the commission plan. Your commissions become payable immediately after the product is shipped. Your commissions will be paid to you on the next Affiliate payment cycle for all orders made the previous month. Every month the Affiliate payment cycle ends on the last day of the month and will be paid out on or before the fifteenth of the month. Each month, you must maintain the minimum balance of $20 in payable commissions in your account in order to be paid. Fusionary Formulas reserves the right to change the required minimum balance upon notification to you. If an order is cancelled or returned and commission has been paid, you will receive a deduction for the amount of commission that you earned. Any unpaid accrued fees in your account may be subject to escheatment under state law. We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Fusionary Formulas Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Fusionary Formulas Site will apply to those customers, and we may change them at any time.
You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Program except as provided herein. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted herein.
Subject to the terms of this Agreement, the Fusionary Formulas License Agreement ("Fusionary Formulas License") and solely for the limited purposes of advertising Products on, and directing end users to, the Fusionary Formulas Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license, without warranty, to
(a) copy and display the Content solely on your site or printed media; and
(b) use only our trademarks and logos that we may make available to you as part of the Content solely on your site and in accordance with the Trademark Guidelines, as stated in Section 12 below. The license set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Documentation, or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section in whole or in part upon notice to you. Upon receipt of such notice, you will promptly remove from your site and delete or otherwise destroy all of the Content and Fusionary Formulas Marks.
These Trademark Guidelines ("Guidelines") apply to your use of the Fusionary Formulas logo and materials. Strict compliance with these Guidelines is required at all times, and any use of a Fusionary Formulas Mark in violation of these Guidelines may result in the termination of your license to use the Fusionary Formulas Marks as set forth herein.
Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain names owned or operated by us or our affiliates, Documentation, our and our affiliates’ trademarks and logos (including the Fusionary Formulas Marks), and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a Product or in connection with
(i) this Agreement;
(ii) any Content; or
(iii) your participation in the Program, or if you modify any Content in any way, (collectively, “ Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity in our sole discretion. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our exercise of rights under the license above will not violate any person’s or entity’s rights, including any intellectual property rights or rights of publicity. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority, including laws (federal, state, or otherwise) that govern privacy and email marketing (e.g., the CAN-SPAM Act).
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by a party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination, any and all licenses you have with respect to Content, with the exception of the license granted to you under the Fusionary Formulas’ License, will automatically terminate and you will immediately stop using the Content and Fusionary Formulas Marks and promptly remove from your site and delete or otherwise destroy all links to the Fusionary Formulas Site, all Fusionary Formulas Marks, all other Content, and any other materials provided or made available by or on behalf of us to you hereunder or otherwise in connection with the Program. We may withhold accrued unpaid Affiliate fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 11, 13, 14, 16-21, together with any accrued but unpaid payment obligations under this Agreement, will survive termination. No termination of this Agreement will relieve either party from any liability for any breach of, or liability accruing hereunder.
We may modify any of the terms and conditions herein (or set forth in any Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Documentation on the Fusionary Formulas Site. IF YOU DISAGREE WITH ANY MODIFICATION, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT WITHIN 5 DAYS OF NOTICE OF SUCH MODIFICATION. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION ON THE FUSIONARY FORMULAS SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
The parties are independent contractors, and nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You shall have no authority to make or accept any offers or representations on our behalf or to otherwise bind us in any manner. If you authorize, assist, encourage, or facilitate a third party to take any action related to the subject matter hereof, you will be deemed to have taken the action yourself.
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, DOCUMENTATION, THE FUSIONARY FORMULAS SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE FUSIONARY FORMULAS SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AFFILIATE FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE FUSIONARY FORMULAS SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE FUSIONARY FORMULAS SITE, ANY SPECIAL LINKS, LINK FORMATS, DOCUMENTATION, CONTENT, THE FUSIONARYFORMULAS.COM SITE AND FUSIONARYFORMULAS.COM DOMAIN NAMES, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TONE-Y-BANDSMARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, DOCUMENTATION, THE TONE-Y-BANDS SITE, OR THE AFFILIATE-PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
This Agreement shall be construed in accordance with the laws of the United States and the State of Florida. You agree that any action arising from or relating to this Agreement must be brought in a court of competent jurisdiction in Broward County, Florida, and you expressly waive any right to challenge personal jurisdiction or venue in those courts. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs. We each expressly waive the right to a trial by jury in any action relating to this Agreement. We each agree that any action will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding anything to the contrary herein, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other party’s intellectual property or proprietary rights. You acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in money damages.
You acknowledge and agree that Fusionary Formulas and its affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained herein or operate sites that are similar to or compete with your site. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision hereof will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. In the event of any conflict between this Agreement and the Documentation, the Agreement will control, with the exception of the FUSIONARY FORMULAS’ License. Whenever used in this Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion Approved by checking box on Affiliate/Ambassador Site Or sign here:
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