According to sections 4, 5, 6, and 6.5 of our affiliate marketing agreement.
4. PROMOTIONAL METHODS AND RESTRICTIONS 4.1 Approved Promotional Methods Publisher may promote Products only through methods expressly approved by Company. All promotional activities are subject to Company’s prior written approval unless otherwise specified. The following methods require explicit written pre-approval from Company before Publisher may engage in them: (a) Paid search advertising, including but not limited to Google Ads, Microsoft Advertising (Bing Ads), and any other search engine marketing platform. Publisher shall not bid on, purchase, or otherwise use Company’s brand name, product names, trademarks, misspellings thereof, or any confusingly similar variations in any paid search campaign without prior written approval. (b) Coupon, deal, and discount promotion websites or channels. (c) Email marketing campaigns of any kind, including but not limited to newsletters, solo emails, promotional blasts, and drip campaigns. (d) Social media advertising, including but not limited to paid placements on Facebook, Instagram, TikTok, YouTube, X (Twitter), Pinterest, LinkedIn, Snapchat, and any other social media platform. (e) Any marketing method not expressly described herein. 4.2 Prohibited Activities Publisher shall not, under any circumstances: (a) Engage in cookie stuffing, click fraud, ad stacking, impression laundering, or any other form of fraudulent or deceptive traffic generation. (b) Use spyware, malware, adware, browser toolbars, or any software that installs tracking cookies without the end user’s informed consent. (c) Send unsolicited commercial email (spam) or engage in any marketing activity that violates the CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.) or any applicable anti-spam legislation. (d) Create or operate websites, landing pages, or social media accounts that impersonate, mimic, or could be confused with Company’s official properties. (e) Register, purchase, or use any domain name containing Company’s trademarks, brand names, product names, or confusingly similar variations thereof. (f) Alter, modify, or misrepresent Company’s products, pricing, promotions, or brand identity in any way. (g) Promote Company’s Products on websites that contain content that is illegal, pornographic, violent, defamatory, discriminatory, or otherwise objectionable as determined by Company in its sole discretion. (h) Use any automated means (bots, scripts, etc.) to generate clicks, impressions, or transactions. (i) Engage in brand bidding on misspellings, typos, or variations of Company’s brand names or product names without express written approval.
5. FDA AND FTC REGULATORY COMPLIANCE 5.1 General Compliance Obligation Publisher acknowledges that Company’s Products are dietary supplements regulated under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.), the Dietary Supplement Health and Education Act of 1994 (“DSHEA”), and applicable regulations promulgated by the U.S. Food and Drug Administration (“FDA”). Publisher further acknowledges that all advertising and promotional activities are subject to regulation by the Federal Trade Commission (“FTC”) under the FTC Act (15 U.S.C. § 41 et seq.) and the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255). Publisher shall comply with all applicable federal, state, and local laws, regulations, and guidelines governing the advertising and promotion of dietary supplements. 5.2 Prohibited Health Claims Publisher shall NOT, under any circumstances, make or imply any of the following types of claims about Company’s Products: (a) Disease claims: Any claim that a Product can diagnose, treat, cure, mitigate, or prevent any disease, condition, or illness (e.g., “cures diabetes,” “treats cancer,” “prevents heart disease”). (b) Drug claims: Any claim that would characterize a Product as a drug under the FDCA. (c) Unapproved health claims: Any health claim not authorized by the FDA through the health claim petition process or otherwise not in compliance with 21 C.F.R. § 101.14. (d) Unsubstantiated claims: Any claim regarding the efficacy, safety, or benefits of a Product that is not supported by competent and reliable scientific evidence. (e) Misleading or deceptive claims: Any claim that is false, misleading, deceptive, or likely to create an unjustified expectation about Product performance. 5.3 Permitted Structure/Function Claims Publisher may ONLY use structure/function claims that have been pre-approved in writing by Company. Structure/function claims describe the role of a nutrient or dietary ingredient intended to affect the structure or function of the body (e.g., “supports immune health,” “helps maintain healthy joints”). All structure/function claims used by Publisher must: (a) Be truthful and not misleading. (b) Be substantiated by competent and reliable scientific evidence. (c) Have been provided or expressly pre-approved in writing by Company. (d) Be accompanied by the mandatory FDA disclaimer: “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.” (e) Not be modified, paraphrased, embellished, or taken out of context by Publisher. 5.4 FTC Disclosure and Endorsement Requirements Publisher shall comply with all FTC requirements regarding disclosure and endorsements, including but not limited to: (a) Clear and conspicuous disclosure of the material connection between Publisher and Company (i.e., that Publisher receives compensation for promoting Products) in every piece of promotional content. (b) Disclosures must be placed in close proximity to the endorsement or promotional claim, in a manner that is easily noticeable and understandable to the consumer. (c) Publisher shall not make any endorsement, testimonial, or review of Products unless such endorsement reflects the honest opinions, findings, beliefs, or experience of Publisher, and is not deceptive or misleading. (d) If Publisher uses consumer testimonials, Publisher must have a reasonable basis for believing the testimonials represent typical consumer experiences, or must clearly disclose that results may vary. (e) Publisher must use “#ad,” “#sponsored,” or equivalent clear language on all social media endorsements, in compliance with the FTC’s Endorsement Guides. 5.5 Pre-Approval of Marketing Content Company reserves the right to require pre-approval of any and all marketing content, claims, testimonials, endorsements, and promotional materials used by Publisher. Publisher shall submit all proposed marketing materials to Company for review and approval prior to publication or distribution. Company may reject, require modification of, or revoke approval of any content at any time, in its sole discretion. Publisher shall remove or modify any content within twentyfour (24) hours of receiving a request from Company. 5.6 Compliance Monitoring and Audit Rights Company reserves the right to monitor, audit, and review all of Publisher’s promotional activities at any time, without notice. Publisher shall cooperate fully with any compliance audit and shall provide Company with access to any promotional content, analytics data, or other information reasonably requested by Company. Failure to cooperate with any audit or compliance review shall constitute a material breach of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS 6.1 Ownership All Intellectual Property associated with Company, its Products, and the Program is and shall remain the sole and exclusive property of Company. Nothing in this Agreement grants Publisher any right, title, interest, or license in or to Company’s Intellectual Property except as expressly set forth herein. Company’s Products include patented formulations, and Publisher acknowledges that these patents are the exclusive property of Company. 6.2 Limited License Subject to the terms of this Agreement, Company grants Publisher a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Promotional Materials solely for the purpose of promoting Products under the Program. This license is granted at Company’s sole discretion and may be revoked at any time, for any reason or no reason, without prior notice. Publisher shall use Promotional Materials only in the form, manner, and context approved by Company. 6.3 Restrictions on Use Publisher shall not: (a) Modify, alter, distort, or create derivative works based on Company’s Intellectual Property or Promotional Materials without express written consent. (b) Use Company’s Intellectual Property in any manner that tarnishes, dilutes, or brings into disrepute Company’s brand, reputation, or goodwill. (c) File any application to register any trademark, domain name, or other identifier confusingly similar to Company’s Intellectual Property. (d) Reverse-engineer, decompile, analyze, or attempt to derive the composition, formulation, or manufacturing process of any Product. (e) Use Company’s patented formulations, proprietary information, or trade secrets for any purpose other than as expressly authorized under this Agreement. (f) Claim ownership, co-ownership, or any proprietary interest in any Intellectual Property of Company. 6.4 Content Ownership Any content created by Publisher that incorporates Company’s Intellectual Property shall be subject to Company’s rights in such Intellectual Property. Company shall have an irrevocable, perpetual, royalty-free, worldwide license to use, reproduce, modify, and distribute any promotional content created by Publisher in connection with the Program. Publisher hereby assigns to Company all right, title, and interest in any content created specifically for the Program at Company’s request.
6.5 Infringement Notification Publisher shall promptly notify Company of any known or suspected infringement, misuse, or unauthorized use of Company’s Intellectual Property by any third party. Publisher shall cooperate with Company in any enforcement action and shall not take independent action to enforce Company’s Intellectual Property rights.
