THIS AGREEMENT (the "Agreement") made this date, by and between IMPACT FUSION INTERNATIONAL, INC., (AKA; Intact Nutrition Brand) a corporation organized and existing under the laws of the State of Nevada (the "Company") 5100 West Copans Road, Ste 710 Margate, Florida 33063 and (the "Retailer") with the address of this application.
WHEREAS, The Company and Retailer have entered into this retail Agreement to which grants Retailer a license to distribute Intact Nutrition Brand (the "Products"). WHEREAS, The Company, owns all rights to the Products. WHEREAS, Retailer desires to distribute the Products in the said Limited Territory covered under this Agreement. Limited Territory could be defined as Retailers store which will be defined in section 1.0. Retailer shall pay a price equivalent to the May 2010 Nationally Published Pricing Structure for Retailers and Wholesalers based upon the "Merchandiser Price" as seen in addendum "A". The product price does not include freight charges. All products are FOB Company Warehouse. WHEREAS, Company is willing to grant to the Retailer a license to use the trademark(s), to authorize the Retailer to sell and distribute such Products within a defined and Limited Territory, and has agreed to grant the Retailer, the right to use the Trademark( s) in connection with the sale and distribution of such Products within such Limited Territory; and prohibits the sale of the Products on the internet. NOW THEREFORE, in consideration of the premises, which are incorporated and made a part of this agreement and of the mutual covenants contained herein, the parties hereto mutually agree as follows:
1.0 The Limited Territory shall mean the counties of: (List Areas, Example: Your Store) 1.1 Party shall mean Company. 1.2 Products shall mean: (See Addendum A) 1.3 Package size shall mean one case equivalent to product packaging specification in Addendum A. 1.4 The Agreement shall mean the Retail Agreement between Company and Retailer. 1.5 The term of this Agreement shall continue in effect from the effective date hereof until terminated or amended pursuant to the terms hereof.
2.0 Company hereby grants to Retailer during the term of this Agreement the right to deliver Products in the Limited Territory set forth in this Agreement. 2.1 Except as set forth in this Agreement, during the term of this Agreement, Company shall not grant the right to any other person, firm or corporation to sell and distribute the Products in the packaging specified above in the Limited Territory; provided that Company shall not be bound by the provisions of this Paragraph 2.1 from the date on which this Agreement is terminated as hereinafter provided; further provided that Company may grant the right to service any customer in the Limited Territory to another Retailer (or Company may service the Customer directly) if Retailer is either unwilling or unable to satisfactorily service such Customer. 2.2 This Agreement shall not be construed as affecting or impairing the right of Company to produce, sell and distribute, or cause to be produced, sold and distributed, Nutri-Mastic minerals in any form or manner, in the Limited Territory, other than the Products. 2.3 The privilege of the Retailer to sell and distribute the Products is limited to the Limited Territory; and the Retailer may not sell or distribute the Products to any person for resale beyond the limits of the Limited Territory without the written consent of Company first obtained. 2.4 The privilege of the Retailer to sell and distribute the Products does not extend to online internet sales nor the advertising of prices of the Products. Internet sales are restricted to Affiliate contracts only.
3.0 Company hereby grants to Retailer a limited License, but without the right to grant sublicenses, to use the Trademark(s) in connection with the sale and distribution within the Limited Territory of the Products. 3.1 It is distinctly understood by both Retailer and Company that nothing contained herein shall in any way be deemed to convey, transfer, or assign to the Retailer any proprietary rights in or to the Trademark(s) licensed hereunder and that, to the contrary, the Trademark(s) shall at all times remain the property of Company. All costs and expenses relating to the obtaining or maintaining of any registration of the Trademark(s) in this Limited Territory shall be borne by Company. In using the Trademark(s) under this Agreement, Retailer at all times shall recognize the ownership of said Trademark(s) by Company and the validity of said Trademark(s) and the registration on thereof, and Retailer shall not at any time attack or put in issue, directly or indirectly, such validity or ownership. 3.2 The Company reserves the complete and exclusive right to take whatever action it deems necessary or desirable in order to protect the Trademark(s) in the Limited Territory, and Retailer agrees that Company shall have said complete and exclusive right. In the event that any infringement or threatened infringement of the Trademark(s) by any third party in the Limited Territory shall come to the attention of Retailer, Retailer shall promptly notify, Company thereof, and Company in its sole discretion shall decide what action, if any, is to be taken with respect to such infringement or threatened infringement. 3.3 Retailer shall not apply the Trademark(s) in any manner other than in strict conformance with the requirements and instructions of Company with respect to the manner and use of the Trademark(s) in connection with the Products. Retailer shall not apply to the Products labels, containers and cartons any graphics or designs, other than those supplied to Retailer by Company. Upon request by Company, Retailer shall provide Company with copies of all labels, advertising and marketing materials Retailer is using in connection with the Products. 3.4 If this Agreement is terminated, Retailer shall as of the date of termination discontinue using the Trademark(s) and forever thereafter refrain (or cause those within its control to refrain, as the case may be) from using the Trademark(s) including any non-generic component thereof or any mark or words similar thereto in any trademark or trade name or in its name or in the name of any corporation, firm, sole proprietorship or other organization of business owned, controlled or operated by Retailer. Retailer agrees that upon such termination of this Agreement it shall forthwith take or cause to be taken any and all action that Company may deem necessary on Retailer's part in order to terminate any registration of Retailer as a registered user of the Trademark(s). 3.5 Retailer shall not use the Trademark(s) in any way in connection with the production, use, sale, or distribution of any Products other than the Products covered by this Agreement. Retailer agrees that it will comply with all applicable statutory requirements regarding trademark marking used in connection with the Products. a Retailer also agrees that it will not use the Trademark(s) in any way which would tend to cause them to become generic names.
4.0 Retailer agrees to purchase from Company, or from other sources as directed in writing by Company, all of the Products required to supply demand for the Products within the Limited Territory within the scope of this Agreement. Delivery of Products will be made within a reasonable time, not to exceed 21 business days from the date Company receives a purchase order in accordance with its corporate policies and procedures.
5.0 For the purpose of assuring sale of the Products of the highest standards and quality, the Retailer shall purchase the Products exclusively from Company or from other sources as directed in writing by Company. The Retailer shall use only such types of containers and packaging materials as are from time to time approved by Company. 5.1 Retailer, at the request of Company, shall provide without cost to Company's designated research facility in the United States, reasonable samples of the Products and packaging materials used by Retailer. Representatives of Company shall have access to the Retailer's facilities for the purpose of inspecting and determining whether the Products are rotated, maintained and handled according to standards and requirements of Company.
6.0 The Company shall use, publish, maintain and/or distribute only such advertising of the Products as Company shall approve and authorize. 6.1 The Retailer shall use its best efforts to promote, develop and service the market for the Products throughout the Limited Territory and shall maintain and operate warehouses or other facilities, trucks, and other equipment as are adequate to meet all requirements for the sale and distribution of the Products within the Limited Territory. The Retailer shall by prompt delivery, adequate service to customers, and otherwise, build and maintain a reasonable volume of patronage, for the Products throughout the Limited Territory and will cooperate with Company in its plans for expansion of the sale of the Products in the Limited Territory. 6.2 Retailer will operate and maintain a clean and sanitary facility and will comply with all the requirements of Company, or of persons authorized by it, and of the relevant governmental authorities and local laws and regulations to guarantee the Products to be pure wholesome and of the highest quality. Retailer will comply with all local, regional, and national laws and regulations in the countries in which Retailer does business, including but not limited to, laws relating to health and safety, wages and benefits, work hours/overtime, freedom of association, collective bargaining, dispute resolution, and the environment. Notwithstanding any law or custom in any jurisdiction, Retailer will not under any circumstances permit child labor, forced labor, unsafe working conditions, harassment, abuse, or discrimination. 6.3 The Retailer agrees to: (a) Maintain a well-trained sales force, adequate to service all customers within the Limited Territory; (b) Keep said sales force fully informed as to Company's policies and adequately train said sales force to promote the sale of the Products in a manner which shall reflect favorably on Retailer and Company; (c) At all times to cooperate with Company in performing mutually agreed upon promotions and marketing programs to consumers within the Limited Territory; (d) Afford representatives of Company reasonable opportunity to meet with and train Retailer's sales force and merchandising personnel included, but not limited to "ride-alongs"; (e) Maintain inventories of the Products which the parties mutually agree will be adequate to meet demand for Products in the Retailers Limited Territory; (f) Maintain records in a form determined by Company of the sales, returns, or other disposition of Products and of collection of the sale price of Products. Such records, including supporting documentation, shall be maintained by Retailer for a period of three (3) years after the end of the Sales Year and shall be made available to inspection, copying and auditing by Company and its representatives at any time during regular business hours upon request by Company; (f) Promote the sale of the Products within the Limited Territory in an aggressive and diligent manner and never to disparage Company or the Products whether during this Agreement or following termination hereof; (g) Maintain prompt delivery service compatible with good business practice, the nature of the Products and the requirements of its customers; (h) Acknowledge that Company is the owner all right, title and interest to the proprietary formulae necessary for the Products, Nutri-Mastic minerals and other materials supplied by Company to Retailer for use in Limited Territory and Retailer undertakes and agrees not to reverse engineer any of the Products to ascertain the formulae and shall not conduct any tests on the Products or the ingredients thereof; (i) Defend, indemnify, and hold harmless Company and its servants, agents, members, managers, directors, officers, employees, or independent contractors, from and against any and all costs, damages, expenses (including reasonable attorneys fees), losses, suits, claims, demands, and liability in any manner resulting from or arising out of bodily injury (including death), property damage, personal injury, product recalls, and penalties and fines to the extent caused by, resulting from, or arising out of, (A) Retailer's business operations, (B) Retailer's breach of this Agreement, (C) Retailer's violation of applicable law, regulation or court order, or (D) Retailer 's negligence or willful misconduct; (E) and Retailer will always maintain a reasonable, per standard of the industry, Comprehensive General Liability Insurance coverage, including bodily injury and property damage and contractual liability coverage; (j) Comply with all laws, rules and regulations in the performance of its obligations under this Agreement and in the operation of its business; (k) Procure and maintain in full force and effect an insurance policy or policies protecting the Retailer, Company and their respective officers and employees. Such policies include Comprehensive General Liability Insurance coverage, including bodily injury and property damage and contractual liability coverage, in an amount not less than One Million Dollars ($1,000,000) combined single limit. Retailer will, at its own expense, cause Company to be an additional named insured under each policy of insurance specified herein, and will provide Company with certified copies upon request. Retailer will furnish Company with satisfactory evidence that such insurance is being maintained annual, No policy of insurance may be cancelled or limits decreased without first giving thirty (30) days' prior written notice to Company. All insurance coverage specified herein, including deductible amounts, shall be subject to Company approval as to adequacy and sufficiency; (l) Adhere to ethical business practices and high standards of business operation; (m) Make every reasonable effort to grow sales annually of the Products; (n) The Retailer Shall not sell or distribute any Products of the Company on the internet. A separate Affiliate agreement must be agreed upon and signed with all orders being captured and shipped through the Company website, during the term of this Agreement; (o) As an agent of Company, Retailer will act responsibly to maintain and govern the product and its application. As such, the instance of transshipped product by Retailer or its agents, customers and reps outside of allowed Limited Territory, the Retailer will be termination of Limited Territory and/or Agreement after Third warning. (p) Shall not sell the Products below any corporate allowed minimum or above corporate maximum prices. 6.4 Company Agrees to the following: (a) Provide online purchasing of all designated products. (b) defend, indemnify and hold harmless Retailer, it's servants, agents, members, managers, directors, officers, employees, or independent contractors, from and against any and all costs, damages, expenses (including reasonable attorneys fees), losses, suits, claims, demands, and liability in any manner resulting from or arising out of bodily injury (including death), property damage, personal injury, product recalls, and penalties and fines to the extent caused by, resulting from, or arising out of, (A) Any product defect (B) any personal injury or death related to the Products, and Company's violation of applicable law, regulation or court order, (C) Company's business operations, (D) Company's breach of this Agreement, (E) Company's violation of applicable law, regulation or court order, or (F) Company's negligence or willful misconduct; (c) At all times to cooperate with Retailer in performing promotions and marketing programs mutually agreed upon within the Limited Territory; (d) Afford representatives of Company reasonable opportunity to meet with and help train Retailer's sales force and merchandising personnel; (e) Comply with all laws, rules and regulations in the performance of its obligations under this Agreement and in the operation of its business; (f) Procure and maintain in full force and effect an insurance policy or policies protecting the Retailer and Company and their respective officers and employees. Such policies include Comprehensive General Liability Insurance coverage, including bodily injury and property damage and contractual liability coverage, in an amount not less than One Million Dollars ($1,000,000) combined single limit. Said coverage will include coverage for any Products recalls. (g) Comply with all of Company's standards, procedures and requirements for Retailer's as Company may from time to time supply to the Retailer; (h) Adhere to ethical business practices and high standards of business operation;
7.0 If Retailer changes its name or ownership, it will give Company reasonable notice of 30 days of its intent to change its name.
8.0 Company shall be entitled to terminate this Agreement for cause in the event of: (a) the Retailer becoming insolvent or bankrupt or subject to the provisions of any winding up or bankruptcy legislation, or going into liquidation, either voluntarily or under an order of a court of competent jurisdiction, or making a general assignment for the benefit of its creditors, or being placed in the hands of a receiver, or otherwise acknowledging its insolvency, or becomes unable to pay the debts when due; (b) any change in ownership or ownership control over fifty percent (50%) of the business or any merger, consolidation or conversion of Retailer, unless such change has been previously approved in writing by Company; (c) the Retailer, or any of its owners, being charged with a felony, or engaging in fraudulent conduct or international misrepresentation to, or with respect to, Company; (d) any breach of any obligation, representation, warranty, or covenant in this Agreement, or Retailer's failure to perform the Duties of Retailer as previously set forth in this Agreement herein; (e) the Retailer discontinuing its operations or failing to distribute or sell the Products for a period of fifteen (15) days; or (f) the failure of the Retailer to pay Company, or its approved source, the price or prices of the Products. (g) the Retailer is found selling or quoting pricing of Products on the internet. Internet sales are restricted to Affiliate contracts only. 8.1 Upon termination, Company shall have the obligation to repurchase all Products, equipment and related materials at the cost sold to Retailer less shipping and transporting costs. Upon termination by Company for any of the reasons set forth in Section 8.0, Company shall not be liable to Retailer for any fees, costs or expenses whatsoever.
9.0 This Agreement is of a personal nature and may not be assigned, transferred, conveyed, or pledged by the Retailer directly or indirectly by operation of law or otherwise without the written consent of Company first obtained. In the event of assignment with such written consent, the assignee or assignees of the Agreement through such assignment shall be known as "Retailer" under the terms of this Agreement, and all the provisions hereof shall accrue to and be binding upon such assignee or assignees. This Agreement is fully and freely assignable by Company without the consent of Retailer. 9.1 This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior discussions, negotiations and agreements between them. In the event of any conflict between the terms and provisions of this Agreement and the terms and conditions of any other agreement, the terms and provisions of this Agreement shall prevail. If any part of this Agreement is not, or ceases to be, in conformity with the laws of the jurisdiction in which the Limited Territory is located, and as a result thereof anyone of the essential stipulations herein cannot be legally performed, then Company or the Retailer shall have the right to terminate this Agreement or the parties may agree to modify this Agreement to conform with said laws of the jurisdiction. 9.2 The failure by Company to enforce at any time or for any period of time anyone or more of the terms or conditions of this Agreement shall not constitute a waiver of such terms or conditions or of Company rights thereafter to enforce each and every term and condition of this Agreement. 9.3 Neither party to this Agreement shall be held responsible for failure to perform any obligation imposed hereunder, where such failure is caused by Act of God, war, strike, or other cause whatsoever beyond the control of such party. 9.4 The Retailer and Company agree that all disputes arising under or relating to this Agreement, if not otherwise resolved by mutual agreement of the parties, shall be settled by arbitration through the American Arbitration Association (hereinafter referred to as "AAA"). Any award rendered may be entered in any court having jurisdiction over the award or over either of the parties to this Agreement, or application may be made to such court for a judicial acceptance of such award and an order of enforcement, as the case may be. Any such arbitration proceedings shall be conducted in the English language in Margate, Florida, United States of America. 9.5 This Agreement shall be deemed to be a contract made under the laws of the State of Florida, and for all purposes shall be construed in accordance with said laws. 9.6 Any payment, notice or written communication provided for this Agreement by any of the Parties to the other, including but not limited to any and all reports, writings, or notices to be given hereunder, shall be made in English by delivery in person or facsimile and confirmed by courier service delivered letter, promptly transmitted or addressed to the appropriate parties. The date of receipt of a notice or communication shall be deemed to be the date of actual delivery in the case of delivery in person, and in the case of a facsimile, three (3) working days after dispatch. All notices and communications shall be sent to the appropriate address set forth below, until the same is changed by notice given in writing to each of the other Parties. All Notices shall be sent to the following addresses:
Impact Fusion International, Inc. (AKA; Intact Nutrition) 5100 W. Copans Road Margate, Florida 33063 Attn: Marc Walther, CEO 9.7 This Agreement will automatically renew unless either party exercises its rights to Terminate pursuant to this agreement.
The Intact Nutrition Brand Affiliate Program is between Impact Fusion International Inc., and its Intact Nutrition Brands (the "Company"), a valid Nevada corporation and the following Intact Nutrition Brand Authorized Affiliate (the "Affiliate"):
This Agreement is binding, legal contract between the Affiliate and the Company (the "Agreement"). The Affiliate Program is administered through the Company pursuant to the policies at the Company website as well as this Agreement.
Commissions will be paid by the Company as outlined in this Agreement. The Company reserves the right to change the price of the Company's products and commission percentages for products without notice. Commissions are based on the percentage of sale in effect the time of sale.
Affiliate is solely an Independent Contractor when acting as an Affiliate. No partnership, joint venture or other legal entity or legal relationship is created between Company and Affiliate.
The Company reserves the right to amend this agreement as needed from time to time and Affiliate agrees that any and all such amendments will apply to Affiliate. The continuation of Affiliate status, promoting or marketing the Company, Company products or services, or Affiliate's acceptance of income, shall constitute Affiliate's acceptance of any and all amendments. Affiliate agrees to review this Agreement for any changes or additions monthly, or at the beginning of each Affiliate payout cycle, whichever is sooner. The date of the last change or addition to this Agreement is posted at the end of the documentation.
All Affiliates must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be an Affiliate.
Affiliate agrees to receive email from our Company including but not limited to sales reports, training, promotional resources, newsletters, and other correspondence.
Affiliate agrees to only present the Company, Company products, and services as set forth in the official Company website or Company marketing materials. Affiliate will make no claims regarding potential income, products, services beyond what is stated at the official Company website. Affiliate also agrees not to reproduce commission checks or distribute commission checks in any form or by any means.
Affiliate agrees not to disparage the Company, Company products or services or other Company Affiliates in any manner. Affiliate understands that disparagement may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions.
Affiliate must be a Company client with an active account. All accounts set up by Affiliate are subject to the terms and conditions of service of the Company Privacy Statement, Shipping and Return Policy and Terms of Use Policy. Affiliate may not host client sites under subdirectories; each new client (URL) will have a separate account. All web development and web promotional work will require final approval by the Company management in writing.
Affiliate is an independent contractor by status and not a general or limited partner, part of a joint venture, franchise, agent or employee of the Company Affiliate shall not represent their relationship with the Company as anything other than an independent contractor, consultant or other designation as expressed by Affiliate and agreed upon by the Company The Company will not provide fringe benefits (for the benefit of this or any other agreement, the term "Affiliate" is simply a "term of art" used in the Intact Nutrition Brand Affiliate Reseller Program).
The Company makes no representations or warranties whatsoever regarding potential income that may result from participation in Intact Nutrition Brand Affiliate Program and specifically disclaims any and all warranties in regards to Affiliate's earning potential.
Affiliate agrees to provide the Company with valid contact information upon registration.
The Company will make every reasonable effort to accurately track and pay commissions for all sales that belong to or are credited to Affiliate. The Company is not responsible for technical problems, acts by third party, or other events outside our reasonable control which may temporarily interfere with, disrupt or diminish tracking or service.
The Company shall not be held liable for any direct, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even where the Company has been advised of the possibility of such damages. The Company's total liability arising from this Agreement or program shall not exceed the total commissions paid or payable by the Company.
The Company is responsible for handling all customer inquiries, fulfilling product orders, customer billing and collection of monies.
The Company pricing of products is totally within the Company discretion and reserves the right to change the pricing structure, terminate any special offers, discontinue products, or change the terms under which products are offered at any time without any advance notice to Affiliate.
Our only responsibility to Affiliate in this regard is to track customer orders that occur through links from Affiliate and make reports of the commissions due as a result thereof. All such reports shall be un-audited.
Affiliate will receive a 10% revenue share (sales commission), payable for the period calculated monthly by the 10th day of the following month for payments received by the Company on Affiliate accounts. This includes commissions on sale of product only and does not include shipping charges.
All Affiliate payments will be made in U.S. Dollars. If a sale is canceled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right off and returned goods. The Company reserves the right to deduct in subsequent months any commission paid for a product that is subsequently returned or refunded, or for any reason where the previous monthly commissions was overpaid or later subject to reduction.
Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions. The Company is not responsible for the failure to assign any sale or commissions to Affiliate if the same results from the improper formatting of any affiliate links.The Company will only pay commissions on sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to the Company website. Affiliate has no right to commission if a buyer later returns to the Company website through another Affiliate link or source and makes a purchase.
Affiliate has no right to commissions based on subsequent sales or where cookies are used, overwritten or deleted even where the customer first arrived at the Company website through your Affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your Affiliate link or with your "cookie" indicating you as the Affiliate.
The Company through its shopping cart on its website www.intactnutrition.com is responsible for billing affiliate clients. Affiliate, as an independent contractor, is solely responsible for income taxes and expenses related to this Agreement.
Affiliate may sell the Company's designated and approved products anywhere in the world that the Company is authorized to ship. This only authorizes sales of product through the Company's shopping cart and not an authorization to sell independently through store sales or another shopping cart other than the Company's.
In order to help insure that Affiliate is properly credited for salable commissions, an Affiliate Administrative Account will be set up in the Company shopping cart so the Affiliate can review activity forwarded from the Affiliate website program.
Affiliate may use the name of the Company or any of its authorized and approved brands only using logos on their website or advertising that has been approved and developed by the Company. To maintain the quality of the Company's advertising and promotional materials, Affiliate must submit a copy of any such website pages or advertising for written approval prior to publication. The Company management will preview use of logo and notify Affiliate in writing of approval within three (3) business days of submission. ANY VIOLATION OF THIS APPROVAL PROCESS WILL IMMEDIATELY TERMINATE THE YOUR AFFILIATE PROGRAM.
The Company has zero tolerance toward any Affiliates associated with spam. The accounts of Affiliates associated with spam are immediately terminated as soon as the violation is verified, with a cancellation of any pending monies or commissions owed. The Company will immediately terminate any Affiliate account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. The Company will report spam, along with the spammer's identifying information to the Federal Trade Commission and other agencies for civil and criminal prosecution.
For the purpose of this agreement SPAM is defined as emailing ANYONE in bulk or by single mailing about the Company's brands, products or services, who has not specifically requested the information directly from Affiliate. Mailings to names or lists that have been purchased including but not limited to so called co-reg lists, regardless of the opt-in procedures are not permitted. Company considers ANY type of advertisement about the Company's brands, product and services posted to a Newsgroup to be in violation of their posting rules to be spam.
Affiliate agrees to comply with all U.S. State and Federal spam laws, including but not limited to the Federal CAN-SPAM Act.
To protect customer privacy, under The Company Privacy Policy, if deemed necessary, the Company reserves the right to withhold identifying customer information from Affiliate. The Company has no obligation to provide Affiliate with any specific information for any customer, regardless of whether said customer arrived at the Company website though an Affiliate link.
The Company reserves the rights in or to its trademarks and service marks and copyrights, although they may be used by Affiliate in accordance with this Agreement. Affiliate may in no way display a Company brand logo, image, or trademark which may be distasteful, defame or misrepresent the Company's brands in any way as determined by the Company, in the Company's discretion.
Affiliate agrees not to misrepresent the Company brands or services. Affiliate also agrees not to advertise the Company's brand, products or services on websites that promote sexually explicit material, violence, pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities as determined by the Company, in the Company's discretion.
The Company reserves the right to terminate your affiliation status for any reason in our sole and absolute discretion, including but not limited to the reasons set forth herein.
The Company makes no warranties expressed or implied for the Affiliate Program except as outlined in this Agreement. Affiliate program is provided "As Is".
The Company and Affiliate reserve the right to terminate this Agreement at any time, with or without notice. If terminated, outstanding commissions shall be paid in the next payment cycle, as long as the terms of this agreement were not violated by the Affiliate. Payment of the final commission payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount of monies due are paid.
Affiliate is solely and fully responsible for any and all costs and expenses Affiliate incurs in the marketing of the Company's brand and the Affiliate agrees to hold the Company harmless from same.
In the event that any provision of this Agreement is held to be invalid or unenforceable, and the balance of the Agreement will remain in full force and effect.
The Company location is on the Website and as an Affiliate you agree that this offering is made from the Company's location and shall be governed by the laws of the State where the Company is located, in the USA.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida- Broward County without regard to its conflicts of laws rules. Any legal action arising out of this Agreement shall be litigated and enforced under the jurisdiction of the courts of the State of Florida - Broward County.
Either party may terminate this agreement at any time without notice for any or no reason in such party's sole discretion effective upon written notice to the other party.
All content that relates to the Company's brands will have total and unconditional approval and control by the Company. No products, videos, pictures, audio, claims or statements will be allowed to deviate from the exact language or substance approved by the Company
With respect to Intact Nutrition Brand Products, the Company provides services to Affiliate and expressly Warranties the Merchantability of the Intact Nutrition Brand Products and fitness for the particular purpose stated in its content. The Company also warranties the shipment of products according to the Privacy, Shipping and Return and Terms of Use Policies.
The Company obligations and Affiliate remedies are solely and exclusively as described and limited in this agreement and if applicable are solely and exclusively as described and limited in this agreement and if applicable on the Company's website affiliate information. Company liability, whether based on contract, tort, warranty, strict liability, other legal claim, shall not exceed the price of the individual goods, products services or commission owed, whose alleged defect or damage is the basis of the claim. In no event shall the Company be liable for any loss of profits, loss of use, or other indirect, incidental or consequential damage to Affiliate.
The Company reserves all rights not expressly granted here.
*These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.
The products and information found on intactnutrition.com are not intended to replace professional medical advice or treatment. Individual results may vary. Intact Nutrition urges you to seek the advice of a qualified professional for any health concern, and to share with your provider any information pertaining to your health and well-being, including the use of supplemental nutrition. We try our best not to make mistakes; however, if typographical errors appear in our site, we cannot be held responsible.