By signing on as an affiliate (“you” or the “affiliate”) with BEST OF ORGANIC, LLC. (DBA DRKELLYANN.COM) (“DRKELLYANN,” “our” or “we”), you agree to the following Affiliate Rules.
A. Services to be Provided. We agree to pay you certain commissions as described on our website for referral sales made by customers referred by you.
- From time-to-time, Affiliate shall have the opportunity to promote DRKELLYANN’s designated promotions and programs in accordance with the terms of this Agreement.
- Affiliate shall promote and market our programs using only promotional materials supplied or approved by DRKELLYANN. Promotional material (emails, landers, ads, social media posts) must be consistent with DRKELLYANN’s branding and shall not be false or misleading.
- Affiliate shall direct potential purchasers of DRKELLYANN programs to the dedicated links provided by DRKELLYANN.
- The Affiliate agrees to conduct itself in compliance with all applicable laws, rules and regulation, including, without limitation, CAN-SPAM.
- Promotion Restrictions
- You are free to promote your own web sites, but naturally any promotion that mentions DrKellyann could be perceived by the public or the press as a joint effort. At all times, you must clearly represent yourself and your web sites as independent from DrKellyann.com.
- Affiliate agrees not to use or bid in their Pay-Per-Click campaigns on keywords including com, Dr. Kellyann, www.DrKellyann, www.DrKellyann.com, Bone Broth, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and shall not direct the traffic from such campaigns to their own website prior to re-directing it to ours.
- DRKELLYANN will pay commissions from the sale of designated programs, products and/or promotions in accordance with the terms of such promotional campaigns as may be provided by DRKELLYANN to Affiliate from time-to-time:
- Commissions will be tracked via dedicated unique links provided by DRKELLYANN. Each affiliate and super affiliate is required to use the link provided in advance of the promotion, in order to enable proper tracking. Commissions cannot be paid if the affiliate fails to use the correct link. Commissions will be paid for revenue received net of short-term returns.
- All payment processing shall be performed by DRKELLYANN.
- All commissions and prizes awarded will be subject to federal state, and/or local tax, and DRKELLYANN will provide a Form 1099 with respect to any commissions or prizes which you have earned.
C. No Warranties. WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE DRKELLYANN , ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information.
- If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.
- YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to government fines and legal actions as a result of your bulk email promotion.
E. Termination: DRKELLYANN may terminate this agreement immediately, for cause, which shall include but not be limited to:
- Conduct by Affiliate, which, in DRKELLYANN’s discretion, detracts from the good reputation of DRKELLYANN and DRKELLYANN’s Product;
- Complaints from consumers about Affiliate;
- Misuse of the names or image of speakers or faculty who appear in DRKELLYANN programs in a manner not consistent with the goals, branding and intent of DRKELLYANN and its programs;
- Any deviation by Affiliate from the highest standards of professional and commercial conduct;
- Any reason set forth in Section D, above; and/or
- Any other breach by Affiliate of the terms of this Agreement.
F. Assignment. This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement. We may assign this agreement at any time.
G. Change of Terms and Conditions. We reserve the right to change the terms and conditions of this agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section E.
H. Notification of Account Changes. You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information changes.
I. Notices. All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.
J. Confidentiality. None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
K. Independent Contractors. The parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliates shall not represent themselves to be agents or representatives of DRKELLYANN.
L. Choice of Law. All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party will be settled by arbitration by the American Arbitration Association in Birmingham, Michigan in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. This agreement to arbitrate will survive any termination or expiration of this Agreement.
M. Indemnification. The parties hereby agree to save and hold each other (and their respective corporate affiliates) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties and expenses (including reasonable attorneys’ fees and expenses) which may arise in any action, claim or proceeding against them, or any of them, for or by reason of: (a) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (b) any breach of any representation, warranty or covenant hereunder, or (c) the sale, marketing, advertisement or promotion of DRKELLYANN’s programs.
N. General Provisions. The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter, DRKELLYANN’S affiliate program, and supersedes all of our prior agreements, representations, and understandings. Subject to Section N, no supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization.