Rocky Mountain Oils
Program Terms
ROCKY MOUNTAIN IMPACT PARTNERS AGREEMENT
ShareASale
To participate in the Rocky Mountain Oils, LLC (“RMO”) Rocky Mountain Impact Partners Program, you must agree to the following:
This Impact Partners (“Agreement”) contains or incorporates by reference the complete
terms and conditions between RMO and you regarding your application to participate as an RMO Impact Partner (“Affiliate”). BY PARTICIPATING IN THE RMO IMPACT PARTNERS PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. Definitions. The Definitions for this Agreement are set forth in Exhibit A, attached hereto and
incorporated herein by reference.
2. Enrollment in the Impact Partners Network. To begin the enrollment process, you must submit a completed Impact Partners Program Signup Form. The Impact Partners Program Signup Form shall be submitted to the Account Manager at affiliates@rockymountainoils.com or to such other accounts as later designated. RMO will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. RMO may reject your application if it determines (in its sole discretion) that your Site is unsuitable for our Impact Partners Program for any reason, including, but not limited to, inclusion of content that is, in RMO’s opinion, unlawful or otherwise does not meet our Acceptable Use Policy. RMO, in its sole discretion, reserves the right to notify or to not notify any prospective Impact Partners of its rejection or removal from the RMO Impact Partners Program at any time.
3. Promotion of Our Impact Partners Relationship. You agree to actively promote RMO and to do so with integrity, honesty, and responsibility, presenting and promoting RMO in a truthful manner. If you qualify and agree to participate as an Impact Partner, RMO will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify your Site as a member of the RMO Impact Partners Program and will establish a Link from your Site or e-mail to RMO’s site. The Links may connect to any area of RMO’s site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, you agree that you will cooperate fully with RMO in order to establish and maintain such Links. You also agree that you will display on your Site only those graphic or textual images (indicating a Link) provided by RMO. All Impact Partners Sites shall display such graphic and/or textual images prominently in relevant sections of their Sites. Furthermore, you agree not to use cookie stuffing techniques that set the Impact Partners tracking cookie without the Referred Customer’s knowledge. Any information with respect to RMO and RMO Products and Services that is going to be displayed on your Site must be provided by RMO and expressly approved by RMO in writing in advance of any display.
EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE RMO TRADEMARK, NAME OR ANY OF RMO’S OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE “LINKS” AND THE “LICENSED MATERIALS,” ARE REFERRED TO HEREIN AS “RMO IP”), WITHOUT RMO’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE RMO IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF RMO IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF RMO’S IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF RMO’S TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY RMO’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE RMO’S RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF RMO’S INTELLECTUAL PROPERTY RIGHTS.
You may use metatags, Google AdWords (or similar programs at other search engines), keywords, advertising, search terms, code, or otherwise, but the foregoing is subject to the terms of this Agreement and you shall provide RMO with access to review and approve at their request. RMO may decline approval at its sole discretion. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning RMO, unless RMO has given you prior written permission in each instance. Impact Partners may only use coupons and discounts that are provided exclusively through the Impact Partners Program using banners and links. Each Link connecting users of your Site to the pertinent area of RMO’s site will in no way alter the look, feel, or functionality of RMO’s site. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement and may result in your termination from the program or withholding of Commissions.
4. FTC Endorsement Compliance. It is the intent of RMO to treat its customers fairly and to
comply fully with all Federal Trade Commission regulations related to advertising. As such, RMO requires its Impact Partners to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case RMO) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. You are advised to seek and obtain your own legal advice on how these rules apply to your Site or other promotional activities for which you receive compensation. RMO reserves the right to withhold Commission Fees and cancel the Impact Partners relationship with you should RMO determine, at its sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides RMO deems relevant.
5. FDA Compliance. RMO’s Products and Services are not meant to diagnose, cure, mitigate,
treat, or prevent disease. Products meant to diagnose, cure, mitigate, treat, or prevent disease are drugs and are strictly regulated by the FDA. RMO does not manufacture, market, sell, or otherwise distribute drugs as defined by the FDA or its governing statutes and regulations. Neither you nor any party making any claim on your Site may make any claim, whether expressed or implied, that RMO’s Products and Services are meant to diagnose, cure, mitigate, treat, or prevent disease. Failure to comply with FDA requirements set forth in the Federal Food, Drug, and Cosmetic Act, or related regulations, will constitute a breach of this Agreement. RMO reserves the right to withhold Commission Fees and cancel the Impact Partners relationship with you should RMO determine, at its sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides RMO deems relevant.
6. Order Processing. RMO will process orders placed by your Referred Customers who follow the Links from your Share a Sale Site to RMO’s website. RMO reserves the right, in its sole discretion, to reject orders that do not comply with this Impact Partners Agreement and RMO’s terms and conditions. All aspects of order processing and fulfillment, including, but not limited to, cancellation, processing, refunds, and payment processing, will be RMO’s responsibility. RMO will track the Qualified Purchases and will make this information available to you. To ensure accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Site and RMO’s website are properly formatted.
7. Commission Determination. You will be paid Commissions for each Qualified Purchase
resulting from your Referred Customers in accordance with the terms set forth in Exhibit B. The
Commissions shall be paid on a cost-per-sale model, by which you will be paid a percentage of
Commission Revenue resulting from Qualified Purchases. Qualified Purchases result from a Referred Customer clicking on a Link on your Site that will take them to the RMO site. The act of clicking on a Link on your Site will place a cookie in the Referred Customer’s browser for a period of one thousand eighty (1,080) hours (“Commission Period”). If a Referred Customer’s browser rejects cookies or otherwise does not allow their placement, or if the Referred Customer subsequently removes the cookies, then RMO will be unable to track purchases originating from your Site and no Commission will be earned. The Commission incentive shall terminate upon the termination of your Impact Partners account with RMO. For a Commission to be paid, each Qualified Purchase must meet the criteria set forth in this Agreement, including, but not limited to prohibitions on the payment of Commissions for fraudulent accounts created by any person, robot, automated program, or similar device, and prohibitions for other fraudulent and/or nonqualified purposes as determined by RMO, in its sole discretion. RMO reserves the right to suspend Impact Partners’ payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Impact Partners or a Referred Customer. RMO reserves the right to deduct from Impact Partners’ current and future Commission Fees any and all amounts corresponding to any fraudulent, questionable, and canceled RMO purchases. Any attempt by an Impact Partner to manipulate, falsify or inflate Qualified Purchases, or Commission Fees to defraud RMO or any violation of any of the terms of this Agreement constitutes immediate grounds for RMO to terminate this Agreement and will result in forfeiture of any Commission Fees due to you. You agree and understand that RMO may change its tracking system at a future date. You shall be provided notice of any changes. Following written notice, you agree to be bound by RMO’s new tracking system.
The Impact Partners are categorized into three tiers for commission purposes.
Tier one - Elementals
- Commission Rate: 8%
What you'll get:
- Weekly mastermind call with 10 total Impact Partners, hosted by Phoenix and the RMO team and occasional GUEST SPEAKERS! Every 3 months the groups will rotate so that you get to know new people.
- 20% off every product order with RMO
- Monthly Newsletters regarding upcoming sales and product launches and RMO custom banners upon request
- Automatically added to our subscriber list to receive value add content (blogs, tips and tricks, etc)
Tier two - Aromancers
- Tier Requirements: $1,000 minimum gross sales per year
- Commission rate: 10%
Requirements for Higher Commission Rate:
- +1% for Exclusivity
- +1% for 2x monthly posts OR +2% for weekly posts
What you'll get:
- Tier 1 PLUS: 5 hours of SEO, Copywriting, Video Editing, or Graphic Design
- 1 free product per quarter (generally from new products)
- 30-minute 1:1 training with Phoenix per quarter
Tier three - Ascendance
- Tier Requirements: $5,000 minimum gross sales per year
- Commission rate: 10%
Requirements for Higher Commission Rate:
- +1% for Exclusivity
- +1% for 2x monthly posts OR +2% for weekly posts
- +.5% for each additional $10K sales
What you'll get:
- Tier 1 PLUS: 5 hours of SEO, Copywriting, Video Editing, or Graphic Design
- 30-minute 1:1 training with Phoenix per quarter
- Total of 2 free products per quarter (generally from new products)
- 14 weeks of access to Phoenix’s Seven Windows into the Feminine program. Normally sold for $5,000.00! Includes how each part of you can more effectively show up in business, relationships, and in personal fulfillment. The program includes 7 pre-recorded modules and 7 LIVE group calls with Phoenix (every other week). Starts January 2024.
NOTES:
Tiers are updated on the last Friday of each month
Must fill out a form to apply for an additional % on commission (Exclusive, posts per month, etc.)
8. Commission Criteria. In addition to any other criteria set forth herein or in any additional RMO terms and conditions, each Qualified Purchase must satisfy the following criteria before a
Commission Fee will be earned by an Impact Partner:
a. Each Referred Customer must be a new and unique visitor to RMO and must register using a valid and unique account and billing information;
b. Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased RMO Products and Services;
c. The Referred Customer must be an active, qualified customer of RMO and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension, or chargeback;
d. Each Referred Customer must make a Qualified Purchase, which in RMO’s sole judgment, definitively establishes that the Referred Customer was directly referred from you to RMO under this Agreement (currently through Links and cookies);
e. Each Referred Customer must remain in compliance with any terms of service, acceptable use, or other policies RMO promulgates and that are active at the time the Commission Fees are processed; and
f. The Referred Customer and Qualified Purchase are not otherwise illegitimate or fraudulent, as determined by RMO in its sole discretion.
9. Commission Fee Accrual and Payments. Commission Fees will be processed by the 20th of the month following the month in which the minimum accumulated Commission Fee of $50.00 was earned. For example, if the Qualified Purchase occurred on November 15, the Commission Fee will be processed by December 20. Commission Fees will accrue and only become payable upon satisfaction of all criteria and requirements for Qualified Purchases under this Agreement. Commission Fees shall be paid based on the information provided below. Please notify your Account Manager in writing of any change in your address. RMO reserves the right to withhold initial Commission Fees that are potentially fraudulent, as determined by RMO in its sole discretion, to determine the legitimacy of Referred Customers. RMO reserves the right to suspend payment of Commission Fees, at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement. RMO reserves the right to deduct from Impact Partners’ current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled RMO purchases. Where no subsequent Commission Fee is due and owing, RMO will send the Impact Partners a bill for the balance of such refunded purchase upon termination of the Impact Partners. Impact Partners further agree and understand that taking any of the following actions shall result in the forfeiture of any Commission Fees: generation of accounts and purchased through the use of software that generates real and fictitious information; creation of multiple accounts from the same customer for the purpose of misleading or perpetrating a fraud against RMO; altering RMO’s Links in any way; or involvement in domain speculation.
10. Taxes. It is your responsibility to provide RMO with accurate tax and payment information to issue a Commission Fee to you. Each Impact Partner is required to submit a W8/W9 tax form. You are responsible for the payment of all taxes related to the payments you receive under this Agreement. In compliance with U.S. tax laws, RMO will issue a Form 1099 to Impact Partners whose earnings meet or exceed the applicable threshold.
11. Obligations Regarding Your Site and Advertising Materials. You will be solely responsible
for the development, operation, and maintenance of any site and for all materials that appear on your Site. Such responsibilities include the accuracy and propriety of materials posted on your Site; ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; and that any information posted on your Site by you or third parties does not violate federal or state law, including FTC and FDA guidelines. RMO disclaims all liability and responsibility for such matters. RMO has the right to monitor your Site and marketing materials from time to time to verify compliance with this Agreement, but RMO is not required to do so. If you are not in compliance RMO may terminate this Agreement.
You will not bid on or purchase keywords, search terms, or other identifiers, including the word “Rocky Mountain Oils”, “Rocky Mountain Oil”, “RMO Oils”, “RMO”, “Rocky Mountain Oils Coupon”, “Mountain Essential Oils”, “www.rockymountainoils.com”, “Rocky Essential Oils”, “RMO Essential Oils” or any other trademark of Rocky Mountain Oils or its Impact Partners or variations or misspellings of any of these or otherwise participate in keyword auctions on any Search Engine.
12. Policies and Pricing. All of RMO’s rules, policies, and operating procedures concerning orders and RMO Products and Services will apply regardless of the source of the sale. RMO may change its policies and operating procedures at any time. For example, RMO will determine the prices to be charged for RMO Products and Services sold under its Impact Partners Network in accordance with its own pricing policies. Prices and availability of RMO Products and Services may vary from time to time, from Impact Partner to Impact Partner, and from region to region. RMO cannot guarantee the availability or price of any particular product or service. Impact Partners acknowledge that compensation may differ from Impact Partner to Impact Partner, according to RMO’s discretion. Impact Partners further acknowledge that Referred Customers who buy RMO Products and Services are customers of RMO, regardless of the source of the customers.
13. E-mails and Publicity. You shall comply with all laws and regulations governing bulk electronic mail messages before creating, publishing, transmitting or distributing any bulk electronic mail messages (also known as “SPAM”). Any bulk electronic email messages concerning RMO shall be honest and accurate representations of RMO consistent with your other obligations in this Agreement. RMO, in its sole discretion, reserves the right to reject each and every email mailing. Additionally, you may only send emails containing an RMO Impact Partners link and or a message regarding RMO or RMO’s Impact Partners Program to person(s) who have been previously contacted and who consented to the fact that you will be sending an email. Failure by you to abide by this section or with governing law regarding emailing, in any manner, will be deemed a material breach of this Agreement and foreclose any and all rights you may have to any further payments. RMO reserves the right to prohibit you or limit you, in its sole discretion, from sending bulk electronic mail messages regarding RMO and its Products and Services.
14. Licenses and Use of the RMO Logos and Trademarks. Subject to the limitations set forth in this Agreement, RMO grants you a nonexclusive, non-transferable, revocable license to use the RMO trademark and logo and similar identifying material relating to RMO (but only in the form(s) that they are provided by us) (collectively, the “Licensed Materials”), for the sole purpose of your role as an Impact Partner and as approved by your Account Manager. You may not alter, modify, or change the Licensed Materials. You are only entitled to use the Licensed Materials to the extent you are in good standing as an Impact Partner. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays RMO or its representatives in a negative light. RMO reserves all of its rights in the Licensed Materials and of its other proprietary rights. RMO may revoke your license at any time, by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
15. Term of the Agreement. The term of this Agreement will begin upon execution of this Agreement and will continue for a period of twelve (12) months. Upon expiration of each term, the Agreement shall automatically renew for an additional twelve (12) month term. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days written notice. If termination of this Agreement is not for cause, the Impact Partners shall be entitled to receive Commissions that accrued prior to termination and that continue to accrue consistent with the terms set forth herein. RMO may terminate this Agreement immediately for a breach on the part of the Impact Partners by providing written notice. Any Impact Partner who violates either this Agreement or RMO’s terms and conditions, as updated from time to time, will immediately forfeit any right to any and all accrued Commission Fees. RMO may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments are legitimate as determined by RMO in its sole discretion. Without limitation, Impact Partners’ participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all Commission Fees forfeited upon Impact Partners’ violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
16. Modification. RMO may modify any of the terms and conditions contained in this Agreement at any time in RMO’s sole discretion, including the amount to be earned on future commissions. RMO may not change the amount of Commission Fees already earned. Such modifications shall take effect when posted on RMO’s site or otherwise provided to you in writing. RMO, in its sole discretion, reserves the right to notify you by email. Modifications may include, but are not limited to, changes in commission tiers, the scope of payment procedures, payment schedules, related terms and conditions, and Impact Partners program rules. If any permissible modification is unacceptable, your only recourse is to terminate this Agreement. Your continued participation in the Impact Partners Program following notice of a new term will constitute binding acceptance of the change.
17. Disclaimers. RMO makes no express or implied warranties or representations with respect to the Impact Partners programs or any RMO Products and Services sold through the Impact Partners Programs (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, RMO makes no representation that the operation of its site will be uninterrupted or error-free, and it will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers or Qualified Referrals during any interruption.
18. Relationship of Parties. You and RMO are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on RMO’s behalf. You will not make any statement, whether written or otherwise, that reasonably would contradict anything in this Section.
19. Representations and Warranties. You hereby represent and warrant to RMO as follows: a) 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; b) the execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws, certificate of incorporation, or other corporate documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties; c) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby; d) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding; e) during the term of the Agreement, you will not include in your Site and marketing materials content that is, in RMO’s opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of RMO’s terms of service or acceptable use policy; f) you are at least twenty-one (21) years of age; and g) each Referred Customer referred or submitted by you to RMO is valid, genuine, unique and not fraudulent.
20. Limitation of Liability. RMO WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE IMPACT PARTNERS PROGRAM, EVEN IF RMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, RMO’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE IMPACT PARTNERS PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL INCENTIVES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
21. Indemnification. The parties to this Agreement agree and covenant to work in good faith with one another for their mutual benefit. Under certain circumstances, the Impact Partner may be responsible for repaying RMO if you have misrepresented certain things to third parties or if you have acted inconsistently with this Agreement. Specifically, you hereby agree to indemnify and hold harmless RMO and its subsidiaries and Impact Partners, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, 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 hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (ii) any misrepresentation of any nature attributable to your Site, marketing materials, or other representations, whether written or oral, and (iii) any action taken by you outside of or inconsistent with the scope of this Agreement.
22. Confidentiality. Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, RMO and vendor lists, Impact Partners information, information regarding the Impact Partners Program, and pricing and sales and promotional information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
23. Non-Solicitation. YOU AGREE THAT DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF TWELVE (12) MONTHS AFTER TERMINATION FOR ANY REASON YOU WILL NOT, EITHER DIRECTLY OR INDIRECTLY, SOLICIT, RECRUIT, OR ENCOURAGE ANY OF RMO’S REPRESENTATIVES, EMPLOYEES, INFLUENCERS, IMPACT PARTNERS, OR CUSTOMERS TO LEAVE RMO OR TO CHANGE THEIR ROLE WITH RMO IN ANY WAY, WHETHER ON YOUR OWN BEHALF OR ON BEHALF OF ANOTHER, NOR WILL YOU DEFAME THE RMO BRAND OR ANY OF ITS PRODUCTS, POLICIES, OR SERVICES IN ANY WAY.
24. Independent Investigation. You understand that RMO may at any time (directly or indirectly) solicit additional RMO relationships, including with Influencers and Impact Partners, on terms that may differ from those contained in this Agreement, including parties that directly compete with you. You have independently evaluated the desirability of acting as an RMO Impact Partner and are not relying on any representation or statement other than as set forth herein.
25. Governing Law. The laws of the State of Utah will govern this Agreement, without reference to rules governing the choice of laws. Any action relating to this Agreement must be brought in the courts located in Utah County, State of Utah, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without RMO’s prior written consent. 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. Any failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of RMO’s right to subsequently enforce such a provision or any other provision of this Agreement.
26. Enforcement of Agreement. If any party shall seek to enforce or protect its rights under this Agreement or under any document or instrument executed and delivered in connection herewith in any action, suit, arbitration, or other proceeding, including all bankruptcy cases and proceedings, the prevailing party shall be entitled to receive from the other party payment of its costs and expenses, including reasonable attorney fees incurred (whether incurred before or after he commencement of the proceeding), including any and all appeals or petitions therefrom.
27. Severability. The provisions hereof are severable and the invalidity of any provision hereof will not invalidate any other provision.
28. Entire Agreement. This Agreement, its exhibit, and any RMO terms and conditions, as periodically updated, shall constitute the entire agreement between the parties, and any prior understanding or representation of any kind preceding the date of this Agreement concerning settlement shall not be binding upon either party except to the extent it has been expressly incorporated into this Agreement.
29. Captions. The captions to sections and subsections of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
30. Modification. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by all the undersigned parties.
31. Counterparts. This Agreement may be executed in any number of counterparts, whether by facsimile or otherwise, and each of which when so executed and delivered, shall be deemed an original; and all such counterparts together shall constitute one and the same instrument.
EXHIBIT A
DEFINITIONS
a. “Impact Partner,” “You,” and “Your” shall mean the business, individual or entity signing this Impact Partners Agreement and undertaking the duties and responsibilities set forth herein.
b. “Impact Partners Agreement” shall mean the agreement signed by a Qualified Referral to act as an Impact Partner on behalf of RMO.
c. “Impact Partners Site” or “your Site” shall mean the Impact Partner’s website which displays RMO Products and Services and/or promotions.
d. “Commission Fees” or “Commissions” shall mean commissions to be paid for each Qualified Purchase by a Referred Customer that an Impact Partner refers to RMO under and in accordance with its Impact Partners Agreement.
e. “Commission Revenue” shall mean the gross revenue generated from Qualified Purchases less any shipping and handling costs, chargebacks, returns, and any contractual offsets permitted by the Impact Partners Agreement.
f. “Influencer” shall mean a participant in the RMO Influencer Program who has signed an Influencer Agreement with RMO.
g. “Qualified Purchase” shall mean a sale of RMO Products and Services by RMO to a Referred Customer that meets the criteria set forth in the Impact Partners Agreement.
h. “Referred Customer” shall mean each new and unique customer referred from Impact Partners through an approved online link to RMO’s website for the purpose of purchasing RMO Products and Services. The Referred Customer must satisfy the requirements set forth in the Impact Partners Agreement.
i. “RMO” shall mean Rocky Mountain Oils, LLC.
j. “RMO Products and Services” shall mean products and services that are available for purchase from RMO.
ShareASale
To participate in the Rocky Mountain Oils, LLC (“RMO”) Rocky Mountain Impact Partners Program, you must agree to the following:
This Impact Partners (“Agreement”) contains or incorporates by reference the complete
terms and conditions between RMO and you regarding your application to participate as an RMO Impact Partner (“Affiliate”). BY PARTICIPATING IN THE RMO IMPACT PARTNERS PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. Definitions. The Definitions for this Agreement are set forth in Exhibit A, attached hereto and
incorporated herein by reference.
2. Enrollment in the Impact Partners Network. To begin the enrollment process, you must submit a completed Impact Partners Program Signup Form. The Impact Partners Program Signup Form shall be submitted to the Account Manager at affiliates@rockymountainoils.com or to such other accounts as later designated. RMO will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. RMO may reject your application if it determines (in its sole discretion) that your Site is unsuitable for our Impact Partners Program for any reason, including, but not limited to, inclusion of content that is, in RMO’s opinion, unlawful or otherwise does not meet our Acceptable Use Policy. RMO, in its sole discretion, reserves the right to notify or to not notify any prospective Impact Partners of its rejection or removal from the RMO Impact Partners Program at any time.
3. Promotion of Our Impact Partners Relationship. You agree to actively promote RMO and to do so with integrity, honesty, and responsibility, presenting and promoting RMO in a truthful manner. If you qualify and agree to participate as an Impact Partner, RMO will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify your Site as a member of the RMO Impact Partners Program and will establish a Link from your Site or e-mail to RMO’s site. The Links may connect to any area of RMO’s site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, you agree that you will cooperate fully with RMO in order to establish and maintain such Links. You also agree that you will display on your Site only those graphic or textual images (indicating a Link) provided by RMO. All Impact Partners Sites shall display such graphic and/or textual images prominently in relevant sections of their Sites. Furthermore, you agree not to use cookie stuffing techniques that set the Impact Partners tracking cookie without the Referred Customer’s knowledge. Any information with respect to RMO and RMO Products and Services that is going to be displayed on your Site must be provided by RMO and expressly approved by RMO in writing in advance of any display.
EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE RMO TRADEMARK, NAME OR ANY OF RMO’S OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE “LINKS” AND THE “LICENSED MATERIALS,” ARE REFERRED TO HEREIN AS “RMO IP”), WITHOUT RMO’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE RMO IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF RMO IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF RMO’S IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF RMO’S TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY RMO’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE RMO’S RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF RMO’S INTELLECTUAL PROPERTY RIGHTS.
You may use metatags, Google AdWords (or similar programs at other search engines), keywords, advertising, search terms, code, or otherwise, but the foregoing is subject to the terms of this Agreement and you shall provide RMO with access to review and approve at their request. RMO may decline approval at its sole discretion. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning RMO, unless RMO has given you prior written permission in each instance. Impact Partners may only use coupons and discounts that are provided exclusively through the Impact Partners Program using banners and links. Each Link connecting users of your Site to the pertinent area of RMO’s site will in no way alter the look, feel, or functionality of RMO’s site. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement and may result in your termination from the program or withholding of Commissions.
4. FTC Endorsement Compliance. It is the intent of RMO to treat its customers fairly and to
comply fully with all Federal Trade Commission regulations related to advertising. As such, RMO requires its Impact Partners to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case RMO) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. You are advised to seek and obtain your own legal advice on how these rules apply to your Site or other promotional activities for which you receive compensation. RMO reserves the right to withhold Commission Fees and cancel the Impact Partners relationship with you should RMO determine, at its sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides RMO deems relevant.
5. FDA Compliance. RMO’s Products and Services are not meant to diagnose, cure, mitigate,
treat, or prevent disease. Products meant to diagnose, cure, mitigate, treat, or prevent disease are drugs and are strictly regulated by the FDA. RMO does not manufacture, market, sell, or otherwise distribute drugs as defined by the FDA or its governing statutes and regulations. Neither you nor any party making any claim on your Site may make any claim, whether expressed or implied, that RMO’s Products and Services are meant to diagnose, cure, mitigate, treat, or prevent disease. Failure to comply with FDA requirements set forth in the Federal Food, Drug, and Cosmetic Act, or related regulations, will constitute a breach of this Agreement. RMO reserves the right to withhold Commission Fees and cancel the Impact Partners relationship with you should RMO determine, at its sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides RMO deems relevant.
6. Order Processing. RMO will process orders placed by your Referred Customers who follow the Links from your Share a Sale Site to RMO’s website. RMO reserves the right, in its sole discretion, to reject orders that do not comply with this Impact Partners Agreement and RMO’s terms and conditions. All aspects of order processing and fulfillment, including, but not limited to, cancellation, processing, refunds, and payment processing, will be RMO’s responsibility. RMO will track the Qualified Purchases and will make this information available to you. To ensure accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Site and RMO’s website are properly formatted.
7. Commission Determination. You will be paid Commissions for each Qualified Purchase
resulting from your Referred Customers in accordance with the terms set forth in Exhibit B. The
Commissions shall be paid on a cost-per-sale model, by which you will be paid a percentage of
Commission Revenue resulting from Qualified Purchases. Qualified Purchases result from a Referred Customer clicking on a Link on your Site that will take them to the RMO site. The act of clicking on a Link on your Site will place a cookie in the Referred Customer’s browser for a period of one thousand eighty (1,080) hours (“Commission Period”). If a Referred Customer’s browser rejects cookies or otherwise does not allow their placement, or if the Referred Customer subsequently removes the cookies, then RMO will be unable to track purchases originating from your Site and no Commission will be earned. The Commission incentive shall terminate upon the termination of your Impact Partners account with RMO. For a Commission to be paid, each Qualified Purchase must meet the criteria set forth in this Agreement, including, but not limited to prohibitions on the payment of Commissions for fraudulent accounts created by any person, robot, automated program, or similar device, and prohibitions for other fraudulent and/or nonqualified purposes as determined by RMO, in its sole discretion. RMO reserves the right to suspend Impact Partners’ payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Impact Partners or a Referred Customer. RMO reserves the right to deduct from Impact Partners’ current and future Commission Fees any and all amounts corresponding to any fraudulent, questionable, and canceled RMO purchases. Any attempt by an Impact Partner to manipulate, falsify or inflate Qualified Purchases, or Commission Fees to defraud RMO or any violation of any of the terms of this Agreement constitutes immediate grounds for RMO to terminate this Agreement and will result in forfeiture of any Commission Fees due to you. You agree and understand that RMO may change its tracking system at a future date. You shall be provided notice of any changes. Following written notice, you agree to be bound by RMO’s new tracking system.
The Impact Partners are categorized into three tiers for commission purposes.
Tier one - Elementals
- Commission Rate: 8%
What you'll get:
- Weekly mastermind call with 10 total Impact Partners, hosted by Phoenix and the RMO team and occasional GUEST SPEAKERS! Every 3 months the groups will rotate so that you get to know new people.
- 20% off every product order with RMO
- Monthly Newsletters regarding upcoming sales and product launches and RMO custom banners upon request
- Automatically added to our subscriber list to receive value add content (blogs, tips and tricks, etc)
Tier two - Aromancers
- Tier Requirements: $1,000 minimum gross sales per year
- Commission rate: 10%
Requirements for Higher Commission Rate:
- +1% for Exclusivity
- +1% for 2x monthly posts OR +2% for weekly posts
What you'll get:
- Tier 1 PLUS: 5 hours of SEO, Copywriting, Video Editing, or Graphic Design
- 1 free product per quarter (generally from new products)
- 30-minute 1:1 training with Phoenix per quarter
Tier three - Ascendance
- Tier Requirements: $5,000 minimum gross sales per year
- Commission rate: 10%
Requirements for Higher Commission Rate:
- +1% for Exclusivity
- +1% for 2x monthly posts OR +2% for weekly posts
- +.5% for each additional $10K sales
What you'll get:
- Tier 1 PLUS: 5 hours of SEO, Copywriting, Video Editing, or Graphic Design
- 30-minute 1:1 training with Phoenix per quarter
- Total of 2 free products per quarter (generally from new products)
- 14 weeks of access to Phoenix’s Seven Windows into the Feminine program. Normally sold for $5,000.00! Includes how each part of you can more effectively show up in business, relationships, and in personal fulfillment. The program includes 7 pre-recorded modules and 7 LIVE group calls with Phoenix (every other week). Starts January 2024.
NOTES:
Tiers are updated on the last Friday of each month
Must fill out a form to apply for an additional % on commission (Exclusive, posts per month, etc.)
8. Commission Criteria. In addition to any other criteria set forth herein or in any additional RMO terms and conditions, each Qualified Purchase must satisfy the following criteria before a
Commission Fee will be earned by an Impact Partner:
a. Each Referred Customer must be a new and unique visitor to RMO and must register using a valid and unique account and billing information;
b. Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased RMO Products and Services;
c. The Referred Customer must be an active, qualified customer of RMO and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension, or chargeback;
d. Each Referred Customer must make a Qualified Purchase, which in RMO’s sole judgment, definitively establishes that the Referred Customer was directly referred from you to RMO under this Agreement (currently through Links and cookies);
e. Each Referred Customer must remain in compliance with any terms of service, acceptable use, or other policies RMO promulgates and that are active at the time the Commission Fees are processed; and
f. The Referred Customer and Qualified Purchase are not otherwise illegitimate or fraudulent, as determined by RMO in its sole discretion.
9. Commission Fee Accrual and Payments. Commission Fees will be processed by the 20th of the month following the month in which the minimum accumulated Commission Fee of $50.00 was earned. For example, if the Qualified Purchase occurred on November 15, the Commission Fee will be processed by December 20. Commission Fees will accrue and only become payable upon satisfaction of all criteria and requirements for Qualified Purchases under this Agreement. Commission Fees shall be paid based on the information provided below. Please notify your Account Manager in writing of any change in your address. RMO reserves the right to withhold initial Commission Fees that are potentially fraudulent, as determined by RMO in its sole discretion, to determine the legitimacy of Referred Customers. RMO reserves the right to suspend payment of Commission Fees, at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement. RMO reserves the right to deduct from Impact Partners’ current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled RMO purchases. Where no subsequent Commission Fee is due and owing, RMO will send the Impact Partners a bill for the balance of such refunded purchase upon termination of the Impact Partners. Impact Partners further agree and understand that taking any of the following actions shall result in the forfeiture of any Commission Fees: generation of accounts and purchased through the use of software that generates real and fictitious information; creation of multiple accounts from the same customer for the purpose of misleading or perpetrating a fraud against RMO; altering RMO’s Links in any way; or involvement in domain speculation.
10. Taxes. It is your responsibility to provide RMO with accurate tax and payment information to issue a Commission Fee to you. Each Impact Partner is required to submit a W8/W9 tax form. You are responsible for the payment of all taxes related to the payments you receive under this Agreement. In compliance with U.S. tax laws, RMO will issue a Form 1099 to Impact Partners whose earnings meet or exceed the applicable threshold.
11. Obligations Regarding Your Site and Advertising Materials. You will be solely responsible
for the development, operation, and maintenance of any site and for all materials that appear on your Site. Such responsibilities include the accuracy and propriety of materials posted on your Site; ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; and that any information posted on your Site by you or third parties does not violate federal or state law, including FTC and FDA guidelines. RMO disclaims all liability and responsibility for such matters. RMO has the right to monitor your Site and marketing materials from time to time to verify compliance with this Agreement, but RMO is not required to do so. If you are not in compliance RMO may terminate this Agreement.
You will not bid on or purchase keywords, search terms, or other identifiers, including the word “Rocky Mountain Oils”, “Rocky Mountain Oil”, “RMO Oils”, “RMO”, “Rocky Mountain Oils Coupon”, “Mountain Essential Oils”, “www.rockymountainoils.com”, “Rocky Essential Oils”, “RMO Essential Oils” or any other trademark of Rocky Mountain Oils or its Impact Partners or variations or misspellings of any of these or otherwise participate in keyword auctions on any Search Engine.
12. Policies and Pricing. All of RMO’s rules, policies, and operating procedures concerning orders and RMO Products and Services will apply regardless of the source of the sale. RMO may change its policies and operating procedures at any time. For example, RMO will determine the prices to be charged for RMO Products and Services sold under its Impact Partners Network in accordance with its own pricing policies. Prices and availability of RMO Products and Services may vary from time to time, from Impact Partner to Impact Partner, and from region to region. RMO cannot guarantee the availability or price of any particular product or service. Impact Partners acknowledge that compensation may differ from Impact Partner to Impact Partner, according to RMO’s discretion. Impact Partners further acknowledge that Referred Customers who buy RMO Products and Services are customers of RMO, regardless of the source of the customers.
13. E-mails and Publicity. You shall comply with all laws and regulations governing bulk electronic mail messages before creating, publishing, transmitting or distributing any bulk electronic mail messages (also known as “SPAM”). Any bulk electronic email messages concerning RMO shall be honest and accurate representations of RMO consistent with your other obligations in this Agreement. RMO, in its sole discretion, reserves the right to reject each and every email mailing. Additionally, you may only send emails containing an RMO Impact Partners link and or a message regarding RMO or RMO’s Impact Partners Program to person(s) who have been previously contacted and who consented to the fact that you will be sending an email. Failure by you to abide by this section or with governing law regarding emailing, in any manner, will be deemed a material breach of this Agreement and foreclose any and all rights you may have to any further payments. RMO reserves the right to prohibit you or limit you, in its sole discretion, from sending bulk electronic mail messages regarding RMO and its Products and Services.
14. Licenses and Use of the RMO Logos and Trademarks. Subject to the limitations set forth in this Agreement, RMO grants you a nonexclusive, non-transferable, revocable license to use the RMO trademark and logo and similar identifying material relating to RMO (but only in the form(s) that they are provided by us) (collectively, the “Licensed Materials”), for the sole purpose of your role as an Impact Partner and as approved by your Account Manager. You may not alter, modify, or change the Licensed Materials. You are only entitled to use the Licensed Materials to the extent you are in good standing as an Impact Partner. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays RMO or its representatives in a negative light. RMO reserves all of its rights in the Licensed Materials and of its other proprietary rights. RMO may revoke your license at any time, by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
15. Term of the Agreement. The term of this Agreement will begin upon execution of this Agreement and will continue for a period of twelve (12) months. Upon expiration of each term, the Agreement shall automatically renew for an additional twelve (12) month term. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days written notice. If termination of this Agreement is not for cause, the Impact Partners shall be entitled to receive Commissions that accrued prior to termination and that continue to accrue consistent with the terms set forth herein. RMO may terminate this Agreement immediately for a breach on the part of the Impact Partners by providing written notice. Any Impact Partner who violates either this Agreement or RMO’s terms and conditions, as updated from time to time, will immediately forfeit any right to any and all accrued Commission Fees. RMO may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments are legitimate as determined by RMO in its sole discretion. Without limitation, Impact Partners’ participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all Commission Fees forfeited upon Impact Partners’ violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
16. Modification. RMO may modify any of the terms and conditions contained in this Agreement at any time in RMO’s sole discretion, including the amount to be earned on future commissions. RMO may not change the amount of Commission Fees already earned. Such modifications shall take effect when posted on RMO’s site or otherwise provided to you in writing. RMO, in its sole discretion, reserves the right to notify you by email. Modifications may include, but are not limited to, changes in commission tiers, the scope of payment procedures, payment schedules, related terms and conditions, and Impact Partners program rules. If any permissible modification is unacceptable, your only recourse is to terminate this Agreement. Your continued participation in the Impact Partners Program following notice of a new term will constitute binding acceptance of the change.
17. Disclaimers. RMO makes no express or implied warranties or representations with respect to the Impact Partners programs or any RMO Products and Services sold through the Impact Partners Programs (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, RMO makes no representation that the operation of its site will be uninterrupted or error-free, and it will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers or Qualified Referrals during any interruption.
18. Relationship of Parties. You and RMO are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on RMO’s behalf. You will not make any statement, whether written or otherwise, that reasonably would contradict anything in this Section.
19. Representations and Warranties. You hereby represent and warrant to RMO as follows: a) 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; b) the execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws, certificate of incorporation, or other corporate documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties; c) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby; d) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding; e) during the term of the Agreement, you will not include in your Site and marketing materials content that is, in RMO’s opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of RMO’s terms of service or acceptable use policy; f) you are at least twenty-one (21) years of age; and g) each Referred Customer referred or submitted by you to RMO is valid, genuine, unique and not fraudulent.
20. Limitation of Liability. RMO WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE IMPACT PARTNERS PROGRAM, EVEN IF RMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, RMO’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE IMPACT PARTNERS PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL INCENTIVES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
21. Indemnification. The parties to this Agreement agree and covenant to work in good faith with one another for their mutual benefit. Under certain circumstances, the Impact Partner may be responsible for repaying RMO if you have misrepresented certain things to third parties or if you have acted inconsistently with this Agreement. Specifically, you hereby agree to indemnify and hold harmless RMO and its subsidiaries and Impact Partners, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, 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 hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (ii) any misrepresentation of any nature attributable to your Site, marketing materials, or other representations, whether written or oral, and (iii) any action taken by you outside of or inconsistent with the scope of this Agreement.
22. Confidentiality. Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, RMO and vendor lists, Impact Partners information, information regarding the Impact Partners Program, and pricing and sales and promotional information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
23. Non-Solicitation. YOU AGREE THAT DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF TWELVE (12) MONTHS AFTER TERMINATION FOR ANY REASON YOU WILL NOT, EITHER DIRECTLY OR INDIRECTLY, SOLICIT, RECRUIT, OR ENCOURAGE ANY OF RMO’S REPRESENTATIVES, EMPLOYEES, INFLUENCERS, IMPACT PARTNERS, OR CUSTOMERS TO LEAVE RMO OR TO CHANGE THEIR ROLE WITH RMO IN ANY WAY, WHETHER ON YOUR OWN BEHALF OR ON BEHALF OF ANOTHER, NOR WILL YOU DEFAME THE RMO BRAND OR ANY OF ITS PRODUCTS, POLICIES, OR SERVICES IN ANY WAY.
24. Independent Investigation. You understand that RMO may at any time (directly or indirectly) solicit additional RMO relationships, including with Influencers and Impact Partners, on terms that may differ from those contained in this Agreement, including parties that directly compete with you. You have independently evaluated the desirability of acting as an RMO Impact Partner and are not relying on any representation or statement other than as set forth herein.
25. Governing Law. The laws of the State of Utah will govern this Agreement, without reference to rules governing the choice of laws. Any action relating to this Agreement must be brought in the courts located in Utah County, State of Utah, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without RMO’s prior written consent. 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. Any failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of RMO’s right to subsequently enforce such a provision or any other provision of this Agreement.
26. Enforcement of Agreement. If any party shall seek to enforce or protect its rights under this Agreement or under any document or instrument executed and delivered in connection herewith in any action, suit, arbitration, or other proceeding, including all bankruptcy cases and proceedings, the prevailing party shall be entitled to receive from the other party payment of its costs and expenses, including reasonable attorney fees incurred (whether incurred before or after he commencement of the proceeding), including any and all appeals or petitions therefrom.
27. Severability. The provisions hereof are severable and the invalidity of any provision hereof will not invalidate any other provision.
28. Entire Agreement. This Agreement, its exhibit, and any RMO terms and conditions, as periodically updated, shall constitute the entire agreement between the parties, and any prior understanding or representation of any kind preceding the date of this Agreement concerning settlement shall not be binding upon either party except to the extent it has been expressly incorporated into this Agreement.
29. Captions. The captions to sections and subsections of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
30. Modification. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by all the undersigned parties.
31. Counterparts. This Agreement may be executed in any number of counterparts, whether by facsimile or otherwise, and each of which when so executed and delivered, shall be deemed an original; and all such counterparts together shall constitute one and the same instrument.
EXHIBIT A
DEFINITIONS
a. “Impact Partner,” “You,” and “Your” shall mean the business, individual or entity signing this Impact Partners Agreement and undertaking the duties and responsibilities set forth herein.
b. “Impact Partners Agreement” shall mean the agreement signed by a Qualified Referral to act as an Impact Partner on behalf of RMO.
c. “Impact Partners Site” or “your Site” shall mean the Impact Partner’s website which displays RMO Products and Services and/or promotions.
d. “Commission Fees” or “Commissions” shall mean commissions to be paid for each Qualified Purchase by a Referred Customer that an Impact Partner refers to RMO under and in accordance with its Impact Partners Agreement.
e. “Commission Revenue” shall mean the gross revenue generated from Qualified Purchases less any shipping and handling costs, chargebacks, returns, and any contractual offsets permitted by the Impact Partners Agreement.
f. “Influencer” shall mean a participant in the RMO Influencer Program who has signed an Influencer Agreement with RMO.
g. “Qualified Purchase” shall mean a sale of RMO Products and Services by RMO to a Referred Customer that meets the criteria set forth in the Impact Partners Agreement.
h. “Referred Customer” shall mean each new and unique customer referred from Impact Partners through an approved online link to RMO’s website for the purpose of purchasing RMO Products and Services. The Referred Customer must satisfy the requirements set forth in the Impact Partners Agreement.
i. “RMO” shall mean Rocky Mountain Oils, LLC.
j. “RMO Products and Services” shall mean products and services that are available for purchase from RMO.