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This Agreement (the “Agreement”) sets forth the Affiliate Terms and Conditions for participation in the Institute for Integrative Nutrition Affiliate Program (the “Program”). Please read this Agreement carefully before submitting an affiliate application, as submission of the application will constitute an offer by you to enter into this Agreement between you (“you” or “Affiliate”) and Integrative Nutrition, Inc. d/b/a/ Institute for Integrative Nutrition (“IIN” or “We”). The affiliate application is located on our website at: http://www.integrativenutrition.com/affiliates.
If there is anything in this Agreement with which you do not agree or which you do not understand, do not submit an application. If you have any questions, you can contact us at email@example.com for clarification.
Purpose. The purpose of the Program is to increase enrollment in IIN’s Health Coach Training Program (“IIN HCTP”).
ELIGIBILITY. By submitting an application and offering the Terms and Conditions of this Agreement, you are representing that: (i) you are 18 years or older, only persons who have reached the age of 18 are permitted to participate in the Program; and (ii) you have read, you understand, you accept, and you will act in full compliance with all of the Terms and Conditions of this Agreement. IIN reserves the unconditional right to accept or deny an affiliate application in its sole and exclusive discretion.
PROMOTION OF AFFILIATE RELATIONSHIP
Affiliate Portal. Upon acceptance into the Program, you will receive an email from IIN providing you with information about how to login and set up your affiliate portal account (“Affiliate Portal”). The Affiliate Portal is where you will go to access your Affiliate Links, keep track of your referrals, and monitor your Commissions earned.
Use of Affiliate Link. Upon acceptance of an affiliate application, IIN will, at a time and in a manner of IIN’s choosing, make available to each Affiliate one or more graphic and/or textual link(s) and/or banner(s) (the “Affiliate Link(s)”) to be used throughout the Program. The Affiliate Links will establish a link between the Affiliate’s website, blog, social media page, etc. (“Affiliate Site(s)”) and IIN’s company website.
Online Enrollment. IIN will also provide Affiliates with a link to an “Online Enrollment Platform” where leads have the opportunity to submit their contact information and begin the enrollment process.
You acknowledge and will not contest that IIN owns, among other trademarks and registrations, the trademarks and registrations for the following tradenames, trademarks, and logos (collectively, “IIN Marks”):
Institute for Integrative Nutrition®
Are you IIN?®
Could One Conversation Change Your Life?®
During the term of this Agreement IIN grants to the Affiliate a limited, non-exclusive, non-transferable, revocable license to use the IIN Marks in the Affiliate Links provided by IIN for the sole purpose of promoting the IIN HCTP.
Affiliates are prohibited from altering, modifying or changing the Affiliate Links in any way that suggests that IIN endorses, sponsors, and/or otherwise approves of the Affiliate Site.
Unless otherwise agreed to by IIN in writing, the Affiliate will not represent, depict or otherwise show any of the IIN Marks or any other trademarks, trade dress, service marks, logos, copyrights, and/or any other intellectual property associated with IIN (collectively, “IIN IP”) except as precisely set forth in this Agreement.
IIN retains all right, title and interest in and to the IIN IP including the IIN Marks, patents, and any other proprietary information. Affiliates are not authorized and agree not to change any of the IIN IP, display ads or other IIN material without IIN’s prior written consent. IIN may withhold its consent in its sole and exclusive discretion.
AFFILIATE WEBSITES. You understand that Affiliates are solely responsible for (i) the development, operation and maintenance of their Affiliate Site(s); (ii) all content appearing on their Affiliate Site; and (iii) ensuring that all content is accurate, does not violate the rights of any third party, and is neither libelous nor otherwise illegal. IIN reserves the right to monitor Affiliate Sites and, where applicable, sign up to receive further information from Affiliates, at any time, in order to enforce the Affiliate’s strict compliance with this Agreement.
When referencing IIN, Affiliates will display ONLY that text and ONLY those graphics and links provided and/or approved by IIN.
Affiliates will not, under any circumstances link or attempt to link to the IIN website except through the use of the Affiliate Links provided directly by IIN. IIN has the right to modify Affiliate Links at any time.
PROHIBITED CONTENT. The following actions will constitute a material default by Affiliate under this Agreement:
if the Affiliate’s Site(s), email campaigns or other communication/marketing efforts were, in IIN’s sole and exclusive judgment, to:
a. contain or promote content that infringes or otherwise violates the IIN IP or any other party’s intellectual property, publicity, privacy or other rights;
b. contain, promote or link to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
c. violate any law, rule or regulation;
d. contain or promote any content that is threatening, harassing, defamatory, obscene, or contains sexually explicit material;
e. have the look, feel or functionality of IIN’s website (meaning that the Affiliate Site may tend to appear as if it emanates from IIN because of a confusingly similar look and design);
f. use IIN’s videos, images, banners, likeliness, Marks, name(s) and/or other content associated with IIN without written approval provided by IIN;
g. contain any viruses, Trojan horses, worms, spyware, and/or other malicious codes or programming which threatens the integrity, functionality and/or security of any other computer system or application;
h. contain software or use technology that is designed to intercept, divert or redirect Internet traffic to or from other websites;
i. run any paid ad that links to IIN on Facebook and/or other social media outlet;
j. operate as a Pay Per Click/Link Directory website;
k. operate solely as an Affiliate Marketing website, including link farming and content farming;
l. contain and/or consist of spam and/or any other unsolicited form of emailing; and/or
m. for any other reason is deemed to be unsuitable by IIN.
LINKING TO IIN WEBSITE. After being accepted into the Affiliate Program, IIN will provide Affiliates with Affiliate Links via the Affiliate Portal. Because the Affiliate Links incorporate unique identifying information, when using the Affiliates Links, the following restrictions apply:
Only use the linking and HTML code, without manipulation, obtained directly from the Affiliate Portal.
Pop-ups, false and/or misleading links and cookie stuffing techniques that set the Affiliate tracking cookie without a customer’s knowledge are prohibited;
Using redirects as a way to hide or maneuver where a user’s click originated from is prohibited.
EMAIL REQUIREMENTS. If an Affiliate intends to promote IIN via email campaigns, Affiliates must adhere to the following requirements:
The email must be sent on the Affiliate’s behalf and must neither state nor imply that the email is being sent by, or on behalf of, IIN; AND
All emails drafts and/or templates must be sent to IIN for approval before distribution to any third party. All requests for IIN approval shall be sent to the following address: firstname.lastname@example.org.
USE OF SOCIAL MEDIA. Subject to the terms of this Agreement, promotion of IIN on Facebook, Twitter, and other social media platforms is permitted provided, however, that Affiliates are prohibited from posting their Affiliate Links onto any IIN-affiliated social media pages in an attempt to receive credit for sales directed from those pages.
Commission. As an Affiliate you will receive a commission of $750 (“Commission”) for each “Qualified Enrollment” (defined hereinafter) into the IIN HCTP credited to you.
Receiving Credit. IIN will pay Commissions to an Affiliate only with respect to Qualified Enrollments that are initiated and completed through the use of that particular Affiliate’s Affiliate Link or the Online Enrollment Platform. For an Affiliate to receive credit, an enrollee must enter and submit his/her information on the embedded IIN website or Online Enrollment Platform after clicking the Affiliate Link. If an enrollee clicks on an Affiliate Link, but closes his/her browser before submitting his/her contact information for IIN to capture, and then re-opens the IIN website by entering the domain name, the enrollee’s name will not be linked to the Affiliate Site and the Affiliate would not earn a commission.
An enrollment in the IIN HCTP is considered a “Qualified Enrollment” when all of the following circumstances are all present:
The enrollee is not already in IIN’s contact database (i.e., the person must be a new lead);
The enrollee executes all requisite enrollment agreements;
The enrollee (i) pays the tuition fee in full, or (ii) signs up for an IIN-approved tuition payment plan; AND
The enrollee has not entered IIN’s HCTP with a free tuition scholarship.
Enrollments will not be considered a Qualified Enrollment until all four requirements set forth above have been met. If a student enrolls in one month, but does not pay the tuition in full or is not enrolled in an approved tuition payment plan until the following month, the Qualified Enrollment will be deemed to have occurred in the following month.
In the event that someone enrolls with IIN and the circumstances reflect that the enrollment is attributable to an Affiliate as well as another referral mechanism (e.g., other affiliates, the IIN Website, IIN campaigns, student and alumni ambassadors, or other student referrers) (collectively, “Non-Affiliate Referrer”), the following rules shall apply for purposes of determining to whom the Commission shall be payable:
If the first contact with a lead (who later enrolls) is through an Affiliate, the Affiliate shall receive the Commission unless the lead, after making the initial contact with the Affiliate:
subsequently completes the online enrollment process through a Non-Affiliate Referrer; or
subsequently completes the enrollment process by telephone and attributes the enrollment to an IIN ambassador (i.e. an IIN student or alumnus).
If the first contact with the lead (who later enrolls) is through a Non-Affiliate Referrer, the Affiliate shall nonetheless receive the Commission if and only if the lead thereafter completes the online enrollment process through a link provided or facilitated by the Affiliate.
If two or more Affiliates refer the same student for enrollment and the student enrolls by telephone, the Commission shall be paid to the party that last referred the student to IIN regardless of attribution during the telephone call.
Payment Terms. Subject to the following terms, Commissions shall be paid monthly between the 60th and the 75th day following the last day of the month in which the Affiliate-referred student enrolls.
If a student whose enrollment otherwise meets the requirements of a Qualified Enrollment subsequently withdraws from IIN or obtains a refund of tuition (“Rescinded Enrollment”), the computation of Commission payable to Affiliate will be reduced accordingly. This means that, if Affiliate has already received payment for the Rescinded Enrollment, the Commission paid therefor shall be deemed an overpayment (“Overpayment”), which shall be deducted from the calculation for the month in which it was originally credited and the sums paid to Affiliate shall be reduced accordingly.
Any Qualified Enrollment in which the enrollee has entered into a two or three year installment payment plan (“Plan”), the Commission for such enrollment ($750) will, at IIN’s option, be paid in equal annual installments according to the length of the Plan. [Example: a $750 Commission for a tuition paid under the terms of a three-year Plan may be paid, at IIN’s option as follows: (i) $250, payable after the close of the month in which the student enrolled; and, assuming the student complies with the Plan, (ii) $250, payable one year after enrollment; and (iii) $250, payable two years after enrollment.]
IIN may withhold up to ten (10%) percent of Commissions otherwise payable to Affiliate to cover potential Rescinded Enrollments, refunds, withdrawals or student payment defaults (“Holdback Escrow”). On or before June 30th of the following calendar year, IIN will ascertain whether the gross amount of Rescinded Enrollments, refunds, withdrawals, and student payment defaults exceeds the amount held in the Holdback Escrow for the preceding calendar year (“Excess”). If the Holdback Escrow contains an Excess for the preceding calendar year, the Excess shall be remitted to the Affiliate. [Example: 10% of the Commissions paid during the calendar year 2014, comprising the Holdback Escrow for 2014, totals $25,000. The total amount of Rescinded Enrollments, refunds, withdrawals, and student payment defaults for the calendar year 2014 equals $21,000. On or about June 30, 2015, IIN will remit $4,000 to Affiliate. Meanwhile, during the year 2015, a new Holdback Escrow is created based upon 10% of the Commissions otherwise payable in 2015. On or about June 30, 2016, IIN will compute and remit any Excess for the calendar 2015. And so on.]
POLICIES AND PRICING. Students who enroll with IIN through an Affiliate shall be deemed students of IIN and all IIN rules, policies and operating procedures concerning enrollments and products will apply. IIN may change its polices and operating procedures at anytime without notice to Affiliates, including but not limited to the IIN HCTP tuition price. Because the cost of tuition may vary from time to time, Affiliates are not permitted to include tuition-fee information in any of their marketing materials.
AFFILIATE ENROLLMENT IN THE HCTP. If an Affiliate chooses to enroll in the IIN HCTP the Affiliate is not eligible to receive a commission for his/her own enrollment. However, IIN has established a rewards program specifically for our students and graduates called the Ambassador Program, for which the Affiliate would be eligible upon enrollment. Click here for more information about the IIN Ambassador Program.
RELATIONSHIP OF THE PARTIES. The Affiliate is an independent contractor of IIN. This Agreement shall not be construed to create any association, partnership, joint venture, employer-employee or agency-principal relationship between the Parties. Affiliate does not have the authority (and shall not hold itself out as having authority) to bind IIN to any agreements.
TERM; TERMINATION. The Term of this Agreement will begin upon IIN’s acceptance of your affiliate application and will continue until terminated by either party. Either party may terminate this Agreement at any time by providing the other party written notice. In the event IIN determines, in its sole discretion, that an Affiliate has breached the terms of this Agreement or is otherwise abusing the Program, IIN may terminate this Agreement and withhold any commissions payable to the Affiliate.
Upon termination, Affiliates shall immediately cease using, and shall remove, all Affiliate Links, IIN images, and all other materials provided by or on behalf of, and/or otherwise associated with, IIN pursuant to or in connection with the Program. Affiliates are eligible to receive commissions only during the Term of the Agreement. IIN may withhold final payment for a reasonable period to ensure that the correct final payment is issued to an Affiliate. .
CONFIDENTIALITY. While participating in the Program Affiliates may have access to information that is confidential to IIN, including information regarding product development, marketing plans, information pertaining to business operations and pricing and other such proprietary information (collectively, the “Confidential Information”). Affiliates agree to treat all Confidential Information as strictly confidential and not disclose to any third party without the prior written consent of IIN.
MODIFICATION. This Agreement and/or the Program may be amended and/or modified by IIN at any time in its sole and exclusive discretion. Such modification shall take effect when published on our affiliate website and the Affiliate Portals. Modifications may include, but will not be limited to, changes in the commission amounts, commission payment procedures, and the Program guidelines. If any modification is unacceptable to you, your only recourse is to terminate the Agreement. Continued participation in the Program following a modification to the Agreement will constitute your acceptance of the change. Each Affiliate shall be responsible for monitoring their Affiliate Portals to determine whether this Agreement and/or the Program have been modified.
ASSIGNMENT. Affiliates shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without IIN’s prior written consent, which such consent may be withheld in IIN’s sole and exclusive discretion. Any assignment in violation of the foregoing shall be deemed null and void, and shall constitute a material default hereunder by Affiliate. IIN may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment set forth herein, this Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
INDEMNIFICATION. Affiliates shall, upon demand, defend, indemnify and hold harmless IIN and its officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, dues, deficiencies, actions, claims, causes of action, judgments, interest, awards, penalties, fines, costs and/or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from Affiliate’s participation in the Program.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in New York County of New York in any legal suit, action or proceeding arising out of or based upon this Agreement or the Program provided hereunder.
Last modified March 2014