AFFILIATE TERMS & CONDITIONS

 

At Naughty Nutrition Inc., we’ve made it our mission to connect health seekers with the most accurate, up-to date, science-based health resources along with simple, delicious & healthy recipes…without any of the BS attached to it!

By joining our affiliate program, you will help us spread the message of health AND you’ll earn some sweet bucks at the same time!

As an N5DIET Affiliate, you will earn 35% of every program sold using your unique affiliate link.

HOW DOES IT WORK?

  1. Read and agree to the Terms and Conditions below.
  2. Create your account and once it’s approved by Naughty Nutrition, you can log in and get your dedicated affiliate link.
  3. Use your special affiliate link, dedicated hashtags, handles and material from the N5DIET Promotional Sales Pack every time you promote the N5DIET in emails, on your website and on social media.
  4. Once a visitor clicks on your dedicated affiliate link, the visitor’s IP is logged and a cookie is placed in their browser for tracking purposes.
  5. If the visitor orders (the order does not need to be placed during the same browser session), the order will be registered as a sale for you and you will receive commission for this sale.

TERMS & CONDITIONS

1) Naughty Nutrition Inc. wishes to retain the Affiliate as an independent contractor to promote and sell the N5DIET program on the terms and conditions of this agreements.

2) The Affiliate wishes to promote and sell the N5DIET program on the terms and conditions contained within this agreement.

3) The Affiliate shall earn a 35% commission on the revenue generated by the sale of each N5DIET program in accordance with the following:

  1. The Affiliate will sell the N5DIET at a cost of USD$55 plus applicable taxes.
  2. The Affiliate will not reduce the price or offer discounts on the N5DIET without Naughty Nutrition’s expressed agreement.
  3. The Affiliate does not promote or sell the program in a manner that contravenes any of the terms of conditions contained within this agreement.

4) Naughty Nutrition shall provide the following support to the affiliate in promoting and selling the N5DIET Program:

  1. Access to N5DIET Promotional Sales Pack, in this pack you will receive all branded sales and marketing materials necessary for selling the N5DIET.
  2. Strictly limited number of Affiliates.
  3. Email updates containing program updates and any additional sales materials.
  4. Option to purchase the N5DIET for personal use for USD$27.50.

 

5) HOW WILL YOU GET PAID?

Once your affiliate commissions have reached USD$100, they are paid on the 5th of the month via PayPal (if the 5th is on a weekend, commission is paid on the next business day). Your payment will be sent for the total amount of the affiliate commission you have generated.

Please ensure that you provide us with a valid PayPal account email address upon sign up.

 

6) TERM & TERMINATION

a) The initial term of this Agreement shall be for 1 year from the date of signing and/or signing up for the N5DIET Affiliate program, unless terminated earlier in accordance with the conditions of this agreement.

b) The term shall be automatically renewed for successive 1 year periods unless either party sends a written notice of non-renewal.

c) Naughty Nutrition may terminate this agreement without notice if the Affiliate is found to have violated any of the terms and conditions of this agreement. Each of the following constitutes an event of default for the purposes of this Agreement:

  1. if the Affiliate commits any dishonest or fraudulent act while in the performance of any of its obligations to Naughty Nutrition;
  2. if the Affiliate persistently fails to perform the services as required by this agreement;
  3. if the Affiliate otherwise fails to perform or comply with any term, condition or covenant of this Agreement; or
  4. if the Affiliate fails to sell any N5DIET programs within a 90-day period.

d) This Agreement may be terminated for any reason at any time by either Naughty Nutrition or the Affiliate giving the other party 7 days’ written notice of termination.

e) Upon termination of this agreement, the Affiliate shall return to Naughty Nutrition all confidential and non-confidential information and materials provided by Naughty Nutrition to the Affiliate for the purposes of providing the services set out in this agreement.

f) Upon the termination of this agreement, commissions due to the Affiliate generated by the sale of the N5DIET program shall survive and be paid out within 30 days.

g) Should either party terminate the agreement, the Affiliate understands and agrees that no further commissions will be paid as of the date of the termination of this agreement.

 

7) STATUS

a) This is an agreement for the promotion and sale of services and the relationship of Naughty Nutrition and the Affiliate is limited to that of independent contractors. No agency or partnership is created by this agreement. The Affiliate shall not hold itself out as or represent itself to be an agent of Naughty Nutrition.

b) The Affiliate shall not be entitled to any remuneration, rights or benefits other than as set forth in this Agreement.

c) The Affiliate shall comply with all applicable statutes, ordinances and regulations governing the performance of the Services.

 

8) CONFIDENTIALITY AND EXCLUSIVITY

a) For the purposes of this agreement, “Confidential Information” means the N5DIET program and all information provided to the Affiliate by Naughty Nutrition marked confidential.

b) For further clarity, the affiliate will be considered in breach of the confidentiality if they attempt to sell or distribute the N5DIET plan in any manner not authorized in writing by Naughty Nutrition.

c) Each party shall take all reasonable action to prevent the disclosure to third parties of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its officers, directors, employees, agents and consultants for the purposes of promoting and selling the N5DIET program.

d) Prior to disclosing the Confidential Information or portion thereof to any such person, the affiliate must issue appropriate instructions to them to ensure that such persons are aware of their obligation to comply with the confidentiality and use obligations and restrictions contained in this Agreement.

e) For further clarity, it is the responsibility of the Affiliate to confirm what N5DIET information, marketing material, N5DIET related documents, correspondence and information provided by Naughty Nutrition to the Affiliate is available for public use and distribution.

f) The Affiliate may not share any recipes, handouts or copy from the N5DIET for promotional purposes apart from what is provided to the Affiliate in the N5DIET Promotional Sales Pack.

g) Confidential Information shall not include any data or information which:

  1. is or becomes publicly available through no fault of the Affiliate;
  2. the affiliate has the permission of Naughty Nutrition to sell and is sold in accordance with the terms and conditions of this agreement and through the associated and authorized Affiliate link provided to the affiliate;
  3. was provided to the affiliate for the expressed purpose of marketing and promoting the N5DIET program.

h) The Affiliate and the Naughty Nutrition hereby agree that:

  1. the confidentiality terms set forth in this Section 8 are reasonable and necessary to protect the interests of the Naughty Nutrition and The Affiliate;
  2. the N5DIET program will not be distributed to any third party unless sold in accordance with the terms and conditions of this agreement through the affiliates authorized account.
  3. The unauthorized distribution of confidential information may cause serious and irreparable harm to Naughty Nutrition in the event of a breach by the affiliate of any of these provisions,
  4. notwithstanding any other provision of this Agreement, the other party (the “Aggrieved Party”) shall be entitled, as a matter of right, to seek an injunction and claim damages against the Party in Breach.
  5. The affiliate will not attempt to sell or distribute the N5DIET plan without a valid affiliate account that is administered by Naughty Nutrition.

The provisions of Section 8 above shall survive the termination of this Agreement for a period of 3 years.

 

9) INTELLECTUAL PROPERTY

a) The Affiliate acknowledges that Naughty Nutrition has custom designed their Services on the basis of a nutritional diet plan (N5DIET) and all information contained within the program and any associated service is proprietary and owned by Naughty Nutrition and nothing contained within this agreement constitutes a transfer of ownership.

b) The Affiliate agrees that all work produced in the promotion and sales of the N5DIET and all work product which the Affiliate produces including, but not limited to, marketing, publications, reports and other materials prepared by The Affiliate (whether or not copyrighted or patentable), shall be the exclusive property of Naughty Nutrition.

c) The Affiliate acknowledges that all copyright, rights to patents, trade secrets or other intellectual property provided to the affiliate are the property of Naughty Nutrition.

 

10) INDEMNIFICATION

a) The Affiliate hereby covenants and agrees to indemnify and save harmless Naughty Nutrition, its directors, officers, employees, agents and representatives (the “Naughty Nutrition Indemnified Parties”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, expenses, penalties or fines (including reasonable legal fees) which any of the Naughty Nutrition Indemnified parties may sustain, incur or suffer and/or which any person including, without limitation, a client may make or bring against a Naughty Nutrition Indemnified Party arising directly or indirectly in any way by reason of, out of, in respect of or in connection with:

  1. any act or omission, including, without limitation, any negligence or other tortuous act, committed by the Affiliate and its directors, officers, employees, agents and representatives in the performance of its obligations under this Agreement;
  2. any untruth, inaccuracy or incorrectness of any of the marketing materials prepared and distributed by the Affiliate pertaining to the N5DIET or any services provided by Naughty Nutrition;

b) Naughty Nutrition hereby covenants and agrees to indemnify and save harmless The Affiliate its directors, officers, employees, agents and representatives (“The Affiliate Indemnified Parties”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, expenses, penalties or fines (including reasonable legal fees) which any of the Affiliate Indemnified Parties may sustain, incur or suffer and/or which any person may make or bring against an the Affiliate Indemnified Party arising directly or indirectly in any way by reason of, out of, in respect of or in connection with any covenant or agreement on the part of Naughty Nutrition under this Agreement or any incorrectness in or breach of any representation of Naughty Nutrition contained herein.

c) The indemnifications in this Section 10 shall survive the termination of this Agreement and for a period of 3 years thereafter.

 

11) GENERAL TERMS

a) This Agreement for the promotion and sale of the N5DIET constitutes the entire agreement between the parties.

b) The affiliate is not entitled to use any of the promotional materials, marketing products, confidential information, Naughty Nutrition logo, brand identity or any association with Naughty Nutrition for any purpose other than the sale and promotion of the N5DIET.

c) The Affiliate may use the Promotional Sales Pack provided to promote the N5DIET or may choose to create their own promotional copy as long as it follows the guidelines in this agreement. The Affiliate may not use any other images, photos or promotional material from any of Naughty Nutrition’s platforms including website, social media or other available material apart from the ones provided in the Promotional Sales Pack without the prior written consent of Naughty Nutrition.

d) Naughty Nutrition may add to, change, supplement or modify this agreement at any time, and any changes shall be binding upon the Affiliate at the time of notification either by direct communication between Naughty Nutrition and the affiliate, or via the affiliate platform.

e) If the Affiliate does not agree to any of the changes, supplements or modifications, the affiliate may request a waiver in writing from Naughty Nutrition.

f) Neither this Agreement nor any rights or obligations hereunder shall be assignable by the affiliate without the prior written consent of Naughty Nutrition.

g) The affiliate can use the N5DIET promotional package with the intent to sell the N5Diet only.

h) All photos, social media copy, email copy and other material is provided to the affiliate for the purpose of the N5DIET promotion. All content including photos remain the property of Naughty Nutrition and cannot be used for any other purpose or the promotion of any other program, social media, blog post, recipe etc.

i) The affiliate must use the N5DIET Affiliate Program in a manner that demonstrates common sense and respect for the rights of Naughty Nutrition and third parties.

j) It is strictly forbidden to promote the N5DIET on any website or public platform that would be deemed inappropriate by a reasonable person, that promotes or contains content that includes but is not limited to:

  1. sexually explicit material or behaviour,
  2. violence,
  3. any kind of discrimination,
  4. illegal activities.

k) The affiliate must not create or promote any advertisements that a reasonable person would foresee causing damage to the name Naughty Nutrition.

l) The affiliate may not advertise in any way that effectively conceals or misrepresents the affiliate’s identity, domain name or return e-mail address.

m) The affiliate must follow any laws and policies on data, privacy, spam and unwanted commercial/promotional e-mails that are applicable in your country or in the country where the affiliate is promoting the N5DIET.

n) Each party represents and warrants that it has all necessary capacity and authority to enter into this Agreement and to carry out its respective obligations hereunder.

o) This Agreement shall be governed by and construed in accordance with the Province of ONTARIO and shall be treated, in all respects, as an ONTARIO contract. Each party irrevocably agrees to this agreement being governed in the jurisdiction of the Courts of ONTARIO with respect to any matter arising from this agreement.

By signing up to the N5DIET Affiliate Program, you “the Affiliate” agree to all the terms and conditions outlined in this agreement.

 

Contact Us

If you have any questions about these Terms, please contact us here.

Last updated: August 7, 2018

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