THE AGREEMENT: This Consultant Agreement (hereinafter called the "Agreement") is a legal document entered by and between the person or entity who signs this Agreement (“Consultant”) and Herbal Dynamics, LLC (the “Company”). This Agreement describes the affiliate consultant relationship we are entering into.
This Agreement covers your responsibilities as an affiliate consultant and our responsibilities to you. Please ensure you read and understand the entirety of this document and get assistance from a lawyer if you desire. Each of the terms of this Agreement are important to our working relationship.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following terms as of the Effective Date:
The parties referred to in this Agreement shall be defined as follows:
You must be at least 18 (eighteen) years of age to join our Consultant Program. By submitting a Consultant Application to our Consultant Program, you represent and warrant that you are at least 18 years of age and may legally enter into this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
In order to sign up for our Consultant Program, you will first be asked to submit a Consultant Application to join. The Consultant Application may be found at the following website: www.herbaldynamicsbeauty.com/pages/consultants.
Submitting a Consultant Application does not guarantee your inclusion in the Consultant Program. We evaluate each and every application and are the sole and exclusive decision-makers regarding acceptance. If we choose not to include you in the Consultant Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you with any explanations for your rejection, but please be advised that we may reject applicants for any reason or manner in our sole discretion, including but not limited to any websites or social media pages that violate our Acceptable Use Policy (section 14).
If your Consultant Application is accepted, each of the terms and conditions in this Agreement applies to your participation in the Consultant Program. We may also ask for additional information to complete your Consultant Application, or may ask you to undertake additional steps to ensure your eligibility for the Consultant Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar consultant or affiliate program providers in any category. This Agreement imposes no restrictions of any kind on us regarding who we can work with, and we reserve the right to work with any individuals or companies we choose, without restriction.
After your acceptance in the Consultant Program, you must ensure that your online account is fully set up, including without limitation, providing specific payout information and location (a valid PayPal account that we may use to send or post payments to you).
Please be advised that below is a general description of the Consultant Program. Everything contained in this section is subject to all terms and conditions found in this Agreement.
We will provide you with a specific link or links which correspond to certain products we offer for sale (collectively, the "Link"). The Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Link and agree that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the Link and will notify you if we do so. You agree to only use links which are prior approved by us and agree to display the Link prominently on your website(s) or social media pages, as described in your Consultant Handbook (collectively, the "Herbal Dynamics Website").
Each time a user clicks through the Link posted on the Herbal Dynamics Website and completes the sale of a specific product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of that specific sale, based on the net amount, excluding taxes, shipping, discounts and returned orders:
We will determine whether each payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement and the conduct standards outlined in the Consultant Handbook.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the Dashboard portal on which you log into the website.
As described above, in order to be eligible for each payout, online user purchases must be "Qualified Purchases." Qualified Purchases:
Payouts will only be available when the Company has your current payout information (PayPal account), and your accounting and tax documentation. You may be asked to send us an IRS W8/W9 tax form before payout. Accounting information includes an email address for an online method of payment (Paypal).
Currently, the Company employs the following methods of payout:
For any changes or updates to your contact or accounting information, you must notify us immediately and we will endeavor to make the requested changes as soon as possible. You may also update your PayPal address in your Dashboard, under the Settings tab.
Payouts will be available the month or time period after they accrue. Payouts are made 15 days after the close of the month. For example, for sales made during the month of January, payouts would be issued February 15 for that term.
We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified via email or other written method.
For any disputes regarding payout, you must notify the Company in writing within thirty (30) days of your receipt of the relevant payout. We will review each dispute notification, as well as the underlying payout transaction to which it is related. Disputes filed more than thirty days after a disputed payout was paid will not be addressed.
The Parties are each responsible for paying all of their own federal, state, local, and foreign taxes, duties, tariffs, and fees, as applicable to them.
You may log into your account with us to review reports related to your affiliation, such as payout reports and qualified click and/or purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time, and may therefore be subject to change prior to payout. Consumer returns may also alter report and ledger data in the event a consumer returns a product for a refund.
The term of this Agreement will begin when we accept you into the Consultant Program. It can be terminated by either Party at any time with or without cause, upon written notice to the other Party. Termination will be effective on the date on which written notice is delivered to the other Party pursuant to Section 24(H) below.
You may only earn payouts as long as you are a Consultant in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned up to the effective date of termination.
If you violate or fail to follow any of the terms of this Agreement or any other terms, conditions, or agreements referenced in this Agreement or posted anywhere on our website or websites, you immediately forfeit all rights and benefits hereunder, including the right to receive or collect any unsent payouts. This includes without limitation, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing any illegal materials.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature, shall remain in full force and effect.
You agree that the intellectual property owned by the Company includes all copyrights and copyrightable materials, trademarks, service marks, trade dress, trade secrets, patents and patentable subject matter, product information, training materials, sales materials, website and social media content, photos, videos and all other materials belonging to the Company ("Company IP").
Subject to the limitations listed below and only during the term of this Agreement, we hereby grant you a non-exclusive, revocable, non-transferable, and non-sublicensable right and license to access our websites in conjunction with the Consultant Program and use the Company IP only in conjunction with identifying our company and brand to send customers to us using the Consultant links we provide. You may not modify the Company IP in any way, and you are only permitted to use the Company IP if you are a Consultant in good standing with us and are complying with all terms in this Agreement.
Other than the limited right and license expressly granted to you above during the term of the Agreement, we expressly reserve all other rights in and to the Company IP. We also reserve the right, in our sole discretion, to revoke the above right and license at any time if we find that you are using the Company IP in any manner not contemplated or authorized by this Agreement, or otherwise not permitted by us.
Except as provided herein, you are not permitted to use any of the Company IP (or any confusingly similar variation of the Company IP in the case of trademarks, service marks, or trade dress) without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name or marketplace wholesaler or retailer name, in any keywords or advertising (whether online, in print, or otherwise), in any metatags or code, or in any way that is likely to cause consumer confusion or violate 15 U.S.C. § 1114 or 15 U.S.C. § 1125.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we expressly reserve all our rights, including the right to pursue an infringement action against you in court. You may be obligated to pay monetary damages or legal fees and costs in such event.
You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Consultant Program.
You agree that the Company may, at any time, modify or revise this Agreement or any portions thereof. You further agree that all modified or revised versions of this Agreement become effective and enforceable immediately upon posting such versions on our website, and that such versions replace all prior versions of this Agreement. If you do not agree to all terms found in the then-current version of this Agreement posted on our website, you can choose to terminate this Agreement as described herein.
You further agree to routinely monitor this Agreement and refer to the “Last Revised” date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law or arbitrator, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times. Further, you do not have the right or authority to bind us in any manner, unless previously approved to do so in a writing signed by us.
You agree not to use the Consultant Program or our Company for any unlawful purposes or any purposes prohibited by this Agreement. You agree not to use the Consultant Program in any ways that could harm, disrupt, interfere with, or damage our websites, Company IP, products, services, reputation, operations, or business of the Company generally.
You are solely responsible for ensuring proper operation and maintenance of any websites, blogs, blogs, social media pages, and other online content you use (collectively, “Your Sites”) for advertising, marketing or promotion, including without limitation, technical operations, written claims, links, and accuracy of materials. You must ensure that none of Your Sites infringe upon or violate the intellectual property rights, or any other legal rights, of any third parties.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we reserve the right to immediately terminate your participation in the Consultant Program.
We require all of our consultants comply with all applicable statutes, regulations, and guidelines set by the U.S. government, through the Federal Trade Commission, as well as those of all state and local governments. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be conspicuously disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of your obligations regarding how and when to conspicuously disclose that relationship.
You are required to post a conspicuous notice on Your Sites regarding the Consultant Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in affiliate marketing whereby we receive compensation through clicks through this site, or we receive funds through the sale of goods or services on or through this site. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation.
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country or state of residence or the country or state of residence of your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or any of its states, or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding your compliance with any applicable laws or regulations, or any requests which you may receive from data subjects under any applicable laws or regulations.
If we find you are not in compliance with any of the requirements of this section, we may terminate our relationship with you in our sole and exclusive discretion.
You agree not to undertake any of the following actions:
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Consultant Program is at your own risk.
You agree to defend, indemnify, and hold harmless the Company and its affiliates, owners, officers, directors, managers, members, employees, agents, representatives, successors, and assigns, against any and all claims, demands, causes of actions, losses, costs, and expenses (including attorneys’ fees), arising from, in connection with, or based upon your actions, omissions, negligence, gross negligence, or willful misconduct that arise from or relate to your use or misuse of the Consultant Program, your breach of any provisions of this Agreement, or your conduct or actions. You agree that the Company will be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
You are strictly prohibited from using the Consultant Program for any illegal spam activities, including gathering email addresses and personal information from others, or sending any mass commercial emails.
This Agreement constitutes the entire understanding between the Parties with respect to the Consultant Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
The Company may need to interrupt your access to the Consultant Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
You agree that your participation in and use of the Consultant Program is at your sole and exclusive risk, and that any services provided to you by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Consultant Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Consultant Program is your sole responsibility and that the Company is not liable for any such damage or loss.
The Company is not liable for any damages that may occur to you as a result of your participation in or use of the Consultant Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
If to Company: firstname.lastname@example.org.
If to Consultant: to the email address Consultant provides in the Consultant Application
Either Party may change their address for purposes of this paragraph upon written notice to the other Party.