This agreement (the "Agreement) is made between Vybba.com (the "Company"), and the Affiliate, and collectively, the "Parties") for participation in The Company's affiliate program. If Affiliate does not want to participate in the Vybba Delta-8 affiliate program, please disregard the following agreement.
Affiliate wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Affiliate's website; NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
Promotional Materials: Company shall make available to Affiliate certain banner advertisements, button links, text links, short codes and other graphic or textual material for display and use on the Affiliate website(s) and social media accounts (the "Promotional Materials"). Affiliate shall display the Promotional Materials on Affiliate's websites or accounts as prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
Use of Promotional Materials: The Affiliate's use and display of the Promotional Materials on the Affiliate's site shall conform to the following terms, conditions and specifications:
License: Company hereby grants to Affiliate a nonexclusive, nontransferable license (the "License") to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
Intellectual Property: Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
Relationship of Parties: This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. As such, Affiliate will provide the Company with an accurate tax identification number. The tax identification number can be submitted during the enrollment process or by submitting IRS Form W9 if the Affiliate is a citizen of the United States. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
Commissions: In exchange for Affiliate's display of the Promotional Materials, and for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the "Commission") in the amount of a percentage of product sold to a user that accesses Company's website through a link on Affiliate's website. The current percentage posted is 40%. This percentage is subject to change by the Company at any time. Notification to Affiliate of any change in commission percentage will be given by Company at the email address on hand for the Affiliate. Commission will be based on purchases made by a user. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page at https://www.vybba.com/affiliate/login/VYB. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
Commissions are paid on a monthly basis. The pay period ends on the last day of the month. Commissions are held for a period of 5 days from the end of the pay period to protect Company in the event of any fraud that may occur. If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $50.00, then such accrued and payable balance may be held over to the following month, and paid together with the Commissions due for that month.
In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
Affiliate's Representations and Warranties. Affiliate represents and warrants the following:
Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. Affiliate's website or account does not contain any materials that are:
Sexually explicit, obscene, or pornographic; Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, physical disability, or otherwise); Graphically violent, including any violent video game images; or Solicitous of any unlawful behavior in the jurisdiction that the Affiliate resides in or promotes Company’s products in.
Indicative of product’s suitability to diagnose, treat, or cure any disease; or make any impermissible health claims for dietary supplements or cannabinoid products.
Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate's website. Nothing on Affiliate's website infringes upon the intellectual property rights (including trademarks) of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein. Affiliate will not make any health claims, nor any assurances that Affiliate is a medical professional or that Company products are a cure or treatment for any disease or health condition.
Affiliate will not publish or otherwise distribute any advertising materials for Affiliate's website that reference the Company or Company's website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company's name (or any name that is confusingly similar to Company's name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company's website as specified in this Agreement.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website. If the Company confirms the affiliate has promoted any of its products via spam, the company will immediately invalidate all current sales and terminate the affiliates account without notice. Notice of any violation of CAN-SPAM shall result in the forfeiture of any due commissions, and immediate termination of the affiliate.
Trademark and pay per click advertising restrictions: Affiliate agrees that it shall NOT: engage in cybersquatting tactics, including but not limited to, registering a domain that incorporates the Company's name or that is confusingly similar to Company's name, domain squatting, trademark squatting, and misspellings of Merchant Trademarks; engage in any keyword bidding on any Merchant Trademarks, misspellings, or similar terms on Pay-Per-Click campaigns run on these search engines: Google, Bing, and Yahoo; use any Merchant Trademark or any variation thereof as part of the display URL in these Search Engines or like marketing campaign without the prior written consent of Merchant. For any other forms of promotion, Affiliate can either do a redirect to our site using Affiliate's unique tracking link, or use a landing page that makes it clear that you are a third party (e.g. Affiliate cannot simply copy our home page and pretend to be the Company). Any misrepresentation of the Company's websites or companies will result in immediate expulsion from the program.
Affiliate shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, i-frames, or hidden frames.
Indemnification: Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate's warranties set forth above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials. Affiliate shall indemnify Company for attorney fees in the event of any CAN-SPAM violation resulting in litigation.
Confidentiality: Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
Term: This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Agreement. Either Party shall have the right to terminate this Agreement at any time and for any cause. If Affiliate is terminated by the Company, they shall discontinue any usage or display of Company Promotional Materials in a prompt manner.
Taxes: Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate. Affiliate is not an employee of Company, and no taxes shall be due or withheld by the Company on behalf of the Affiliate.
Limitation of Liability: Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
Counterparts: This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Headings: The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
Entire Agreement: This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Nutra Pure Extraction
500 Broadway Street, #480
Vancouver, WA 98660, USA
The statements made regarding these products have not been evaluated by the Food and Drug Administration. The efficacy of these products has not been confirmed by FDA-approved research. These products are not intended to diagnose, treat, cure or prevent any disease. All information presented here is not meant as a substitute for or alternative to information from health care practitioners. Please consult your health care professional about potential interactions or other possible complications before using any product. The Federal Food, Drug, and Cosmetic Act requires this notice.
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