NTA Affiliate Terms and Conditions
Eligibility for the Affiliate Program
To participate in the Program, Affiliate must submit an application through NTA’s Affiliate Signup, available at https://nutritionaltherapy.com/affiliates. NTA shall have the sole and absolute right to accept or reject any application for membership in the Program at their discretion. NTA reserves the right to review any rejections upon request from the applicant, provided that NTA shall have 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 the Affiliate may be a graduate or current student of NTA, the 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 the 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.
Affiliate will receive a monetary commission for all Qualified Referrals (as defined below) to NTA. “Qualified Referrals” mean individuals referred by an Affiliate to NTA who: (1) inputs the Affiliate’s unique code on their initial Student Application Form; (2) successfully purchases and enrolls into a qualified NTA program (NTP or PHWC), and (3) maintains their status as a student with NTA until the Cancellation policy reaches 50% tuition owed.
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 once a commission has been paid out). Commissions shall become due and payable after a referral becomes a Qualified Referral (i.e. after the enrollment period requirement). Commission payment is subject to change and may include spiffs or incentives on an ad-hoc basis.
Commission payments will be paid in US Dollars and will be made via electronic payment via Tipalti. The 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 after the enrollment requirement has been met.
The professional relationship between Tipalti and Affiliate is solely that and stands independent of the relationships between NTA and Tipalti and NTA and Affiliate. Affiliates must maintain up-to-date and accurate account information with Tipalti and NTA to ensure payment. NTA is not liable for incorrect, missed, or delayed payments due to inaccurate or expired account information and/or inputs by Affiliate. All fees assessed by Tipalti to rectify unclaimed payments are to include a 10% NTA Reprocessing Fee and will be the responsibility of the Affiliate.
NTA may require the Affiliate to provide NTA with a completed Form W-8 or Form W-9 at any time. The Affiliate shall promptly comply with such request from NTA. Failure to promptly comply may result in termination of the Affiliate’s involvement with the Program. Affiliate is responsible for 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.
Affiliate shall bear Affiliate’s own costs and expenses related to marketing and promoting NTA’s Programs and Products. NTA is not obligated to reimburse or credit Affiliate for any 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:
- Affiliate shall not make any false, misleading, or disparaging statements with respect to the Program, NTA, its employees, its students or alumni, its Services, or any of its other affiliates.
- 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.
- 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.
- Affiliate shall not use malware or spyware to market or promote NTA’s Services.
- 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.
- Affiliate shall not use NTA’s trademarks or misspelled keywords in their domain names.
- Affiliate shall not engage in domain forwarding (i.e. purchasing a domain and setting it to forward directly to NTA’s website).
- Affiliate shall not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term customers.
- 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 as determined in NTA’s sole and absolute discretion.
- Affiliate shall not send any email in violation of the federal CAN-SPAM statute, 15 U.S.C. 1571, et seq.
- Affiliate must include a physical mailing address and unsubscribe information for any marketing email sent promoting NTA’s Programs and Products.
- Affiliate shall make clear that they, not NTA, are the sender of all marketing communications related to the promotion of NTA’s Programs and Products.
- Affiliate must have a clear affiliate disclaimer statement in all related communications.
- Any additional offerings by the affiliate i.e. cash back, coupons, rewards or other incentives should not be falsely represented as an offering from the NTA without prior and agreed upon cooperative advertising /marketing agreements.
- Affiliate shall not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
- Affiliate agrees they will not use proprietary NTA materials, regardless of copyright status, for reproduction of any kind including ChatGPT and similar AI programs.
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 unique code from Affiliate’s website and no longer promoting such codes or NTA 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.
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.
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. At the discretion of the NTA, anything found to be in violation of the non-disparagement clause must be removed/retracted immediately.
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.
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.
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.
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.
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 with or without cause.
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.
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.
Governing Law and Jurisdiction; Disputes and Arbitration
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 AGREES 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.
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.
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.
Changes to the Terms
These Terms may be reviewed and updated at any time per the sole discretion of NTA. All changes are effective at the immediate time of posting. It is the Affiliate’s responsibility to keep abreast of all changes. The affiliate’s continued participation in the Program is indicative of Affiliate’s awareness and acceptance of, and agreement to, current and past Terms as posted in the Affiliate Program Portal.
Copyright © 2023 Nutritional Therapy Association, Inc. 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.
If the Affiliate has questions or concerns regarding these Terms or the Program, the Affiliate may contact the NTA at:
Nutritional Therapy Association, Inc.
P.O. Box 354
Olympia, WA 98507