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 Affiliate (Referral Rewards Program) Terms and Conditions

 

REFERRAL REWARDS PROGRAM TERMS AND CONDITIONS.

These Terms and Conditions (“Terms”) are entered into by and between you (“Affiliate”) and Nutritional Therapy Association, SPC., (“NTA”) and govern the terms of NTA’s Referral Rewards Program (the “Program”). BY SUBMITTING AN APPLICATION TO PARTICIPATE IN PROGRAM, AFFILIATE IS INDICATING AFFILIATE’S AGREEMENT TO BE BOUND BY THESE TERMS AS WELL AS NTA’S TERMS OF USE AND PRIVACY POLICY. Affiliate’s participation in the Program is expressly conditioned on Affiliate’s acceptance of these Terms and all terms, conditions, and notices contained herein. By scrolling through these Terms and checking one or more boxes indicating Affiliate has read and understands these Terms, Affiliate is expressly representing and warranting to NTA that Affiliate has carefully read and fully understands these Terms. In addition, Affiliate’s receipt of any funds in connection with the Program shall result in Affiliate’s continued acknowledgement of these Terms. If Affiliate does not agree to these Terms, Affiliate shall not be allowed to participate in the Program.

  1. Eligibility for the Referral Rewards Program

To participate in the Program, Affiliate must submit an application through NTA’s Affiliate Signup, available at https://nutritionaltherapy.com/referral-rewards/. NTA shall have the sole and absolute right to accept or reject any application for membership in the Program for any reason or no reason whatsoever. NTA reserves the right, in its sole and absolute discretion, to review any rejections upon request from the applicant, provided that NTA shall have absolutely no obligation to review or otherwise provide for appeal rights for any rejections. Affiliate expressly represents and warrants that Affiliate is at least 18 years old (the minimum age necessary to participate in the Program). Although Affiliate may be a graduate or current student of NTA, Affiliate is not required to be a graduate or student of NTA.

NTA reserves the right to request documentation in order to approve Affiliate’s account. These requests may be made during the Program application process or at any time while Affiliate has an active account in the Program. If requests for documentation are not responded to in a timely manner, NTA reserves the right to terminate, deactivate, or not approve Affiliate’s account.

  1. Referrals

Affiliate will receive a monetary commission for all Qualified Referrals (as defined below) to NTA. “Qualified Referrals” mean individuals referred by Affiliate to NTA who: (1) click on Affiliate’s unique tracking link as the last click before enrolling or list Affiliate as the referrer on the enrollment application; (2) successfully purchase and enroll into the NTP Online Program; and (3) maintain their status as a student with NTA for a minimum of ninety (90) days after class start date (in other words, remain enrolled past the drop-out date).

  1. Commissions

Commissions shall be a percentage of the revenue generated from each Qualified Referral, which amount and structure are subject to change at any time and without notice to Affiliate, provided that no change shall be made retroactively (i.e. the commission amount or structure may not change with regards to referrals that would be Qualified Referrals but for the drop-date has not passed). Commissions shall become due and payable after a referral becomes a Qualified Referral (i.e. after the drop-out date of the enrollment period). A tally of Qualified Referrals will be considered for tiered commission payments. Commission payment tiers are subject to change and may include spiffs or incentives on an ad-hoc basis. Changes to commission payment tiers will be communicated via email and within the Program Resource Center for reference.

Commission payments will be paid in US Dollars and will be made via electronic payment via PayPal. Affiliate is responsible for paying all applicable fees and taxes associated with accepting payments, including but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees. Commission payout status will be communicated once all Qualified Referrals are conclusively known and calculated, which shall generally occur 21 business days after the drop-out date.

Regarding electronic payment via PayPal, it is the responsibility of Affiliate to maintain up to date and accurate records with PayPal and NTA to ensure payment. NTA is not liable for any payments made as a result of incorrectly provided info if Affiliate enters an incorrect or invalid email address. If PayPal requires any processing fees in order to rectify unclaimed payments, Affiliate will be responsible for paying such associated fees including a 10% NTA reprocessing fee.

NTA may require Affiliate to provide NTA with a completed Form W-8 or Form W-9 at any time. Affiliate shall promptly comply with such request from NTA. Failure to promptly comply may result in termination of Affiliate’s involvement with the Program. Affiliate is responsible for any and all tax liabilities, including without limitation, income taxes, self-employment taxes, payroll taxes, excise taxes, and any other applicable taxes that arise from or in any way relate to any commissions paid out to Affiliate by NTA.

  1. Marketing

Affiliate shall bear Affiliate’s own costs and expenses related to marketing and promoting NTA and/or the Program. NTA is not obligated to reimburse or credit Affiliate for any marketing expenses. If NTA does reimburse Affiliate for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.

Affiliate may not engage in any of the following marketing activities and expressly represents and warrants that Affiliate’s marketing practices do not violate any of these restrictions:

  1. Affiliate shall not make any false, misleading, or disparaging statements with respect to the Program, NTA, its employees, its students or alumni, its Services (as defined in NTA’s Terms of Use), or any of its other affiliates.
  2. Affiliate shall not create websites or advertisements that copy, imitate, or resemble the look and feel of NTA’s Services. Affiliate shall not copy NTA’s website or any portions thereof, or any of NTA’s trademarks or other intellectual property, and display such trademarks or intellectual property on Affiliate’s own site or subdomain or use them in any way without NTA’s prior express written consent.
  3. Affiliate shall not offer cash back, coupons, rewards or other incentives as part of their marketing efforts for the Program.
  4. Affiliate shall not use traffic that is generated by, including but not limited to, pay to click, pay to read, banner exchanges, click exchanges, cost-per-view advertising, pop-up/under, spam, purchased traffic, or similar methods without prior written consent from NTA.
  5. Affiliate shall not use cookie stuffing techniques that set the tracking cookie without the potential customer actually clicking on the Affiliate’s referral link.
  6. Affiliate are responsible for ensuring their tracking codes are working properly before sending traffic to NTA’s servers. Any modification to the links are the sole responsibility of the Affiliate. Referral fees may be withheld, as determined in NTA’s sole and absolute discretion, for tracking errors caused by editing, masking, redirecting or tampering with affiliate links.
  7. Affiliate shall not bid on or use NTA’s trademarks or misspelled keywords for the purpose of pay-per-click on internet search engines without prior written consent from NTA.
  8. Affiliate shall not use NTA’s trademarks or misspelled keywords in their domain names.
  9. Affiliate shall not use redirected pages and links to send a potential customer to NTA’s website.
  10. Affiliate shall not engage in domain forwarding (i.e. purchasing a domain and setting it to forward directly to NTA’s website using an affiliate link).
  11. Affiliate shall not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term customers.
  12. Affiliate shall not engage in any marketing activity that may harm the reputation or credibility of NTA, including using low-quality marketing materials, or advertising on any website that promotes violence, discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, age, or any other protected class, or any illegal activities, or violates the intellectual property or other rights of a third party.
  13. Affiliate shall not send any email in violation of the federal CAN-SPAM statute, 15 U.S.C. 1571, et seq.
  14. Affiliate must include a physical mailing address and unsubscribe information for any marketing email sent promoting NTA’s Services.
  15. Affiliate shall make clear that they, not NTA, are the sender of all marketing communications related to the promotion of NTA’s Services.
  16. Affiliate shall not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
  17. Affiliate shall not market using facsimile, broadcast, telemarketing, text message marketing, or other offline marketing methods regarding NTA or NTA’s Services without the express written consent of NTA.
  18. Affiliate shall not use malware or spyware to market or promote NTA’s Services.
  19. Termination

NTA may, in its sole and absolute discretion, terminate Affiliate’s participation in the Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, NTA reserves the right to terminate Affiliate’s account if it has been inactive for 12 consecutive months. NTA reserves the right to terminate Affiliate’s participation in the Program and not pay the accrued balance if Affiliate has been deemed to breach NTA’s Terms of Use or these Terms or engage in any conduct that NTA deems to be illegal, improper, unfair, or otherwise adverse or detrimental to NTA. NTA’s determination on any matter set forth herein shall be at NTA’s sole and absolute determination and shall be final, binding, and unappealable. NTA reserves the right, in its sole and absolute discretion, to review any terminations of an Affiliate’s participation in the Program, provided that NTA shall have absolutely no obligation to review or otherwise provide for appeal rights for any termination.

In NTA’s sole and absolute discretion, affiliate accounts generating a large number of fraudulent accounts or that are associated with any false or misleading advertising or suspected fraudulent activity will be deactivated.

Affiliate may terminate Affiliate’s participation in the Program at any time by removing Affiliate’s links from Affiliate’s website and no longer promoting such links. For accounting purposes, NTA’s systems will retain Affiliate’s account and personal information. By terminating Affiliate’s participation in the Program, Affiliate waives Affiliate’s right to be paid any unpaid commissions and Affiliate irrevocably forfeits all of Affiliate’s rights and ownership of any commissions which NTA is holding to Affiliate’s account. Affiliate will not receive any commissions which are earned after the date of termination.

Upon termination, all rights granted to Affiliate shall immediately terminate.

  1. Relationship between Affiliate and NTA

Neither these Terms nor Affiliate’s participation in the Program creates any employment, independent contractor, agency, partnership, or joint venture relationship between Affiliate and NTA.

  1. Non-Disparagement

During the term of these Terms and for one (1) year thereafter, Affiliate agrees that Affiliate will not disparage NTA, its officers, directors, shareholders or employees or otherwise take any action that could reasonably be expected to adversely affect NTA’s reputation. Under these Terms, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about NTA, its officers, directors, shareholders or employees. Affiliate agrees and acknowledges that this provision is a material term of the Terms, the absence of which would have resulted in NTA refusing to enter into this agreement.

  1. Assumption of Risk

Affiliate is solely responsible for ensuring that Affiliate’s participation in the Program complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. Affiliate assumes all liability for any claims, suits or grievances filed against Affiliate, including, but not limited to, all damages related to participation in the Program.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, NTA, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY OTHER APPLICABLE THIRD PARTY, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM AFFILIATE’S PARTICIPATION IN THE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, NTA SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH AFFILIATE’S PARTICIPATION IN THE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, NTA’S SOLE OBLIGATION TO AFFILIATE FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS AFFILIATE EARNED OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S), UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

  1. Indemnification

Affiliate agrees to indemnify, defend, and hold harmless NTA, its present and future officers, directors, shareholders employees, agents, licensors, suppliers, and any other applicable third party from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms by Affiliate or arising from or related to Affiliate’s use or misuse of the Program.

  1. Third Party Rights

The sections titled Limitation of Liability and Indemnification are solely for the benefit of NTA and its present and future officers, directors, shareholders, employees, agents, licensors, suppliers, and any other applicable third-party. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against Affiliate on their own behalf. Except as set forth herein, nothing express or implied in these Terms is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. Affiliate may not assign Affiliate’s rights under these Terms without the NTA’s prior written consent.

  1. Unlawful Activity; Termination of Access

NTA reserves the right to investigate complaints or reported violations of these Terms and to take any action it deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities. NTA may discontinue Affiliate’s participation in the Program at any time for any reason or no reason.

Without limiting the foregoing, NTA has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone participating in the Program. AFFILIATE WAIVES AND HOLDS HARMLESS NTA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

  1. Remedies for Violations

NTA shall have the right to seek any and all remedies available at law and in equity for violations of these Terms.

  1. Governing Law and Jurisdiction; Disputes and Arbitration

These Terms are governed by and construed in accordance with the internal law of the State of Washington without regard to its principles of conflicts of laws. To the extent permissible under these Terms, any action arising out of or relating to these Terms shall be filed only in the state or federal courts located in the State of Washington, and Affiliate hereby consents and submits to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Where a conflict exists between the NTA’s Terms of Use and these Terms, these Terms govern.

Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms, any of NTA’s policies, or the Program, in each case, whether in contract, tort, common or statutory law, equity or otherwise shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to the Company should be the mailing address set forth herein.  After the Notice is received, Affiliate and NTA may attempt to resolve the claim or dispute informally.  If Affiliate and NTA do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The arbitration will be conducted in Thurston County, Washington, unless Affiliate and NTA agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing NTA from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.

AFFILIATE AND NTA EACH AGREE TO WAIVE ITS RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT AFFILIATE WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH AFFILIATE ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. AFFILIATE FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF NTA AND ALL PARTIES TO ANY SUCH PROCEEDING.

  1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM AFFILIATE MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Entire Agreement; Severability of Provisions; No Waiver

These Terms constitute the entire agreement with respect to participation in the Program. If any provision of these Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

  1. Changes to the Terms

NTA may review and update these Terms at any time in our sole discretion and it is Affiliate’s responsibility to keep abreast of those changes. All changes are effective immediately when posted. Affiliate’s continued participation in the Program following the posting of revised Terms means that Affiliate accepts and agrees to the changes which are binding on Affiliate, so please check this webpage periodically for updates.

  1. Copyright/Trademark Information

Copyright © 2020 Nutritional Therapy Association. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on any website or other information are NTA’s property or the property of other third parties. Affiliate is not permitted to use these Marks without NTA’s prior written consent or the consent of such third party which may own the Marks.

  1. Contact Us

If Affiliate have questions or concerns regarding these Terms or the Program, Affiliate may contact us at:

Nutritional Therapy Association, SPC
P.O. Box 354
Olympia, WA 98507
Email: nta@nutritionaltherapy.com

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