Balance of Nature Terms & Conditions
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BALANCE OF NATURE. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR ALL TERMS AND CONDITIONS.
1. Overview
This Agreement contains the complete terms and conditions for becoming an affiliate in Balance of Nature's Affiliate Program. The purpose of this Agreement is to allow linking between your website and promotional channels and balanceofnature.com.
2. Affiliate Obligations
2.1. To begin the enrollment process, please submit your online application at Shareasale.com. We will review your application manually and respond as soon as possible. We may decline your application or remove you from our program at any time, if we determine, in our sole discretion, that your website or promotional strategies:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability or sexual orientation
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Balance of Nature" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software that has the ability to divert of commission from other affiliates in our program or cannibalize existing sales.
2.1.9. Misleads the consumer with a website property that closely resembles our website or design your website in a manner which leads customers to believe you are Balance of Nature.
2.1.10. Uses verbiage making medical claims in regard to our products/services (ie. the curing or recession of an ailment). Promoting and supporting healthy lifestyle is a safer statement to make than claiming that a product can alleviate, cure or protect against an unhealthy condition. Please include this statement when marketing Balance of Nature products: “These statements have not been evaluated by the FDA. This product is not intended to diagnose, treat, cure, or prevent any disease.”
2.2. As a member of Balance of Nature’s Affiliate Program, you will have access to our Affiliate Portal via Shareasale. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download code (that provides for links to web pages within the balanceofnature.com website), banner creatives, and browse and get tracking codes for our current coupons and deals. In order for us to accurately track of all guest visits from your website to ours, you must use the Shareasale’s code that we provide for each banner, text link, or other affiliate link we provide you with unless otherwise directly agreed upon. Balance of Nature is not liable or responsible for your failure to format properly such links.
2.3. Balance of Nature reserves the right, at any time, to review your placement and approve the use of your links and creatives and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility.
2.5. It is your responsibility to follow all applicable intellectual property, FTC disclosure, and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be text, images, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Balance of Nature’s Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your relationship in the Balance of Nature Affiliate Program.
3.2. Balance of Nature reserves the right to terminate this Agreement and your participation in the Balance of Nature Affiliate Program immediately and without notice to you should you commit fraud or otherwise abuse this program in any way. If such fraud or abuse is detected, Balance of Nature shall not be liable to you for any commissions for such fraudulent sales and all applicable commissions will be reversed immediately.
3.3. This Agreement takes effect with the acceptance of your Affiliate application, and will continue unless removed from the program.
4. Termination
If we are terminating you from our program, we will give you notice as per the terms of the network, except in cases such as fraud, trademark violation, or where otherwise deemed appropriate, where we may terminate your affiliation with us at any time, immediately, with or without cause.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time and at our sole discretion. In such event, you will be notified by email via Shareasale. Modifications may include, but are not limited to, changes in the payment procedures and Balance of Nature’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Balance of Nature’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
6.1. Balance of Nature uses a third party, Shareasale, to handle all tracking and payment. For more information, please refer to the network’s payment terms and conditions.
6.2. Subject to your compliance with this Agreement, you shall earn and be paid a commission as set forth by Balance of Nature. You will be only be entitled to a commission if a visitor completes a purchase subject to the terms and conditions on balanceofnature.com after having last arrived through a Link that you posted.
6.3. You are entitled to a commission only if (a) the customer is not known to Balance of Nature and (b) the system tracks the customer from the time the customer clicks on a Link to balanceofnature.com to the time of sale. Balance of Nature is not liable or responsible for failures for any reason to track customers, including, without limitation, a customer's deletion of a required cookie or failures in tracking technology.
6.4. Balance of Nature reserves the right to refuse, delete or ignore any transaction, or correct or to reverse any amount owed to you, as the case may be, if, in Balance of Nature's reasonable judgment, (i) you or your customer have acted in a fraudulent, dishonest or misleading manner; (ii) Balance of Nature has overpaid you; (iii) technical errors; or (iv) you are obligated to indemnify Balance of Nature for actual or anticipated losses.
6.5. Other than the payment of the commission, you are not entitled to any additional business, commission or compensation derived by or through balanceofnature.com. You are not entitled to any reimbursement for any costs or expenses that you may incur in connection with this Agreement.
7. Access to Affiliate Account Interface
You will create a password through Shareasale’s secure affiliate account interface. From their site, you will be able to receive your reports on activity and commissions.
8. Promotion Restrictions
8.1. Certain forms of advertising are always prohibited by Balance of Nature. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our brand. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in a way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
You may use mailings to customers to promote Balance of Nature so long as the recipient is already subscribed through the CAN-SPAM laws, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Balance of Nature so long as the news group allows promotional messages. At all times, you must clearly represent yourself and your websites as independent from Balance of Nature. Spamming is reason for immediate termination.
8.2. Affiliates shall not bid on any keyword, term or word in Pay-Per-Click (PPC) Search Engines that contains (i) any trademark, whether or not registered, of Balance of Nature or (ii) any Balance of Nature company branded term or (iii) any keyword, term or word that is a variation of any such trademark or any other keyword, term or word that is likely to cause confusion regarding your affiliation with Balance of Nature or (iv) any misspellings or similar alterations of the above. We reserve the right to remove from the program any affiliate bidding on restricted keywords described herein and/or listed with Shareasale. However, we encourage Pay-Per-Click traffic. When in doubt please contact us. You may bid on keyword strings.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,”, “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited balanceofnature.com (i.e., no page from our site or any Balance of Nature content or branding is visible on the end-user’s screen). As used herein a “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search; (c) set commission tracking cookies through loading of Balance of Nature’s site in iFrames, hidden links and automatic pop ups that open Balance of Nature’s site; (d) targets text on web sites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
8.4. Coupon sites that are accepted in the Balance of Nature Affiliate Program will receive a commission rate set by us on an individual case basis. If you apply through a non-coupon site and generate sales through a coupon site, you will notified (and potentially terminated) immediately.
8.5. You shall not advertise or promote advertisements that are misleading and/or that claim inflated discounts, or are otherwise in violation of any applicable law. You may only advertise or promote advertisements that state the actual discount, if any, that a visitor may derive by clicking on a link.
8.6. You may only use coupons and promotional codes that are provided exclusively through the affiliate program.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Balance of Nature’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Balance of Nature and the good will associated therewith will inure to the sole benefit of Balance of Nature.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
BALANCE OF NATURE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BALANCE OF NATURE’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF BALANCE OF NATURE'S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL BALANCE OF NATURE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless Balance of Nature, and its subsidiaries and affiliates, 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 claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Balance of Nature. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other that reasonably would contradict anything in this section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
Updated: 11/29/2018
