We’ve attempted to keep this as simple as possible (as far as legal agreements go), although obviously we have to cover all that is relevant. If you have any questions about this Agreement please go right ahead and send us a message via our Contact Us form.
Inspired Nutritionals Affiliate Program Agreement
So that we are clear who we are talking about, in this Agreement, when we say “you,” “your,” and “Affiliate”, we mean the person who registered for and is the recipient of benefits of participation in the Inspired Nutritionals Affiliate Program. When we say “we,” “our,” “us,” “Provider,” and “Inspired Nutritionals,” we mean Inspired Nutritionals, which is a trading name for Inspired Enterprises International Limited (a limited liability company registered in New Zealand, which also operates within the United States). By Website we are referring to the sites accessed through the domains inspirednutritionals.com, inspirednutritionals.co.nz, biofilam.nz, and any other relevant sites operated by Inspired Nutritionals.
There may be other agreements that govern our relationship besides this one. This Agreement is maintained independently of any other agreement(s) between us and you, even if we are engaged in other service agreements or arrangements with you.
This Agreement may only be modified or supplemented by Inspired Nutritionals, and we reserve our right to amend or supplement this Agreement at any time, at our discretion. When we change it or supplement it, we will do our best to provide you notice and point out what is different or new. We may also post rules and guidelines applicable to specific products or services to the various areas of our Website that describe them. You are responsible for reviewing this Agreement and our Website for any rules or guidelines applicable to specific areas of our Website and any amendments or supplements to this Agreement, change in our prices or change to the Products (“Changes”). If at any time, you do not agree to the terms of this Agreement or any of the policies on our Website, please discontinue use of the Website, immediately close your account(s) and cease participation in the Affiliate Program. We’ll miss you, but we’ll understand. Your continued use of the Website and/or participation in the Affiliate Program after Inspired Nutritionals’s posting of any Changes constitutes your acceptance and agreement with the Changes and all Changes shall supersede any previous agreement between you and Inspired Nutritionals. Notice of any Changes shall be considered given and effective on the date that we update our Website with said Changes. You must periodically review this Agreement to ensure you know of any changes.
You have a choice. It’s OK if you don’t want to agree to this Agreement and not participate in the Affiliate Program, but please understand that by applying to and participating in the Affiliate Program, you completely and unconditionally agree to be bound by all of the terms of this Agreement.
For the purposes of this Agreement, the following definitions apply and any undefined terms have the meaning ascribed to them in the context in which they are used in this Agreement:
- “Affiliate Program” refers to the program offering managed by Inspired Nutritionals which rewards participants with cash payout for the purchase of Products made by a person referred to Inspired Nutritionals by Affiliate.
- “Product” refers to a commissionable product or service offering of Inspired Nutritionals.
- “Lead” refers to a potential (not existing) Inspired Nutritionals customer, referred to Inspired Nutritionals by Affiliate.
- “Referred Customer” refers to a Lead that has purchased a Product by way of Affiliate’s link to our Website.
- “Referred Customer Activity” refers to commissionable sales made to Referred Customers.
- “Affiliate Commission” refers to the monetary compensation (USD, or an equivalent amount in other currencies we may make available for Commission payments) that Inspired Nutritionals pays out to Affiliate for the initial and, in some cases, future purchase of Product made by the Referred Customer.
- “Affiliate Link” refers to the banner or text code Affiliate provides to the Lead in order to direct traffic to our Website for Affiliate Commission.
- “Self Referral” refers to any new Customer account which our records indicate is owned by Affiliate, established by way of Affiliate’s own Affiliate Link.
- “Affiliate Center” refers to the control panel through which Affiliate manages all affiliate activity. The Affiliate Center is located on the World Wide Web at https://www.inspirednutritionals.com/affiliate-area/
- “Affiliate Account” refers to the specific account in the Affiliate Center accessed and controlled by Affiliate.
- “Content” refers to any materials, including, but not limited to code, text, links, images, photographs, messages, graphics, music, sounds, video, files, data, software, applications and any other materials Customer may store on or about the Product of Inspired Nutritionals Account.
(a) In order to participate, there are some general rules that apply.
- The Affiliate Program is open to the general public.
- To be considered for participation in the Affiliate Program you must complete the Affiliate Program online application at https://www.inspirednutritionals.com/affiliate-area/ (“Apply”).
- Applying does not constitute acceptance into the Affiliate Program.
- Inspired Nutritionals reserves the right to approve or deny any application for membership in the Affiliate Program to anyone, at anytime, for any reason or no reason.
(2) Applying to Participate
(a) When applying, please don’t tell us lies or give us fake info.
When you apply for participation in the Affiliate Program, you will be required to provide the data required in the Affiliate Program online application form (“Registration Data”). In providing the Registration Data, you warrant and represent that: (i) the information you are providing about yourself is true, complete, current and accurate; (ii) if we approve your application to participate in the Affiliate Program, you will maintain and promptly update the Registration Data to keep it true, complete, current and accurate and (iii) you are of 18 years of age, or of legal age in your country, and free to enter into this Agreement. If at anytime we discover or have reason to suspect that the Registration Data you provided us is untrue, incomplete, not current or inaccurate, or if we discover or are otherwise made aware that you are not at least 18 years of age or of legal age in your country, we will terminate your Inspired Nutritionals Affiliate Account with immediate effect and without prior or further notice. In any such case, any unpaid Affiliate Commission will be forfeited. If Inspired Nutritionals approves your application for participation in the Affiliate Program, we will create an Affiliate Account for you and send you notification and additional information concerning the approval and next steps.
(3) Login Credentials
(a) Protect your Affiliate Account password like you would your wallet.
You are solely responsible for maintaining the security and confidentiality of the login credentials used to access your Affiliate Account and all actions that take place under your Affiliate Account will be considered done by you. In no event shall Inspired Nutritionals be held liable to Affiliate, or any other person, firm, entity or party, in any case where the Affiliate Account is hacked or otherwise accessed by an unauthorized person, firm, entity or party. Affiliate agrees to assume all liability for any unauthorized access to the Affiliate Account.
(B) AFFILIATE COMMISSION
(a) Here’s the breakdown on the Affiliate Commission:
Biofilam Powder — 125g | 250g | 500g | 1kg
Biofilam Capsules — 980 caps | 1960 caps
(b) To be eligible for the Affiliate Commission, the following conditions must be met:
- Your Affiliate Account must be active and in good standing at the time of the Referred Customer’s purchase of Product;
- The Referred Customer’s order and payment must be in good standing for at least 45 consecutive days prior to the date Inspired Nutritionals disburses payment of any Affiliate Commission to you; and
- The Referred Customer must arrive at our Website via your own Affiliate Link, or from a URL on your website which you have registered in your Affiliate Account, or via the input of your Affiliate Coupon during the checkout process, or by any other means we may make available to your through our Affiliate Program.
Eligibility for Affiliate Commission is subject to verification by Inspired Nutritionals. All decisions as to whether an Affiliate Commission was Earned will be made at Inspired Nutritionals’s sole discretion, and are final.
(c) The following restrictions apply to the Affiliate Commission:
- Affiliate is eligible for Affiliate Commission only on Referred Sales of commissionable Products to Leads who were not an existing customer of Inspired Nutritionals (namely customers who have not ordered Product from us, whether they set up an account or not, previous to the first sales made via your Affiliate Link);
- Affiliate will not earn retroactive Affiliate Commission on Products purchased prior to joining the Affiliate Program;
- Affiliate is eligible for the “Initial Sale” Affiliate Commission on the Referred Customer’s first purchase of Product via the Affiliate Link, and (for the lifetime of Affiliate’s Account) is eligible for “Subsequent Sales” Affiliate Commission on any future purchase of Product by Referred Customer.
- Commissions are not paid on on wholesale orders. If your Referral applies for a wholesale account, and subsequently purchases product at discounted prices, such sales will not earn a commission.
(d) Where applicable, the following will be deducted from the Affiliate Commission:
- Any chargeback issued against Inspired Nutritionals in connection with any Referred Customer’s order which was referred by you; and
(e) Credit goes to whoever’s Affiliate Link was last clicked.
If the Lead you refer to Inspired Nutritionals navigates to our Website via the link of another Affiliate, and, according to our records and logs, purchases Service via the other Affiliate’s link (i.e. becomes a “Referred Customer”), the other affiliate, not you, will be credited with any applicable Affiliate Commission earned. In other words, whoever’s link the Referred Customer clicked on last is the Affiliate that will be credited with any applicable Affiliate Commission. For sake of reference, this situation could be the result of a variety of circumstances, including, but not limited to, the Lead having navigated to our Website from a coupon code website operated by a person who is also an Inspired Nutritionals Affiliate.
(d) Monthly bonus rate
If in any given month you make 10 referral sales, your rate on the subsequant referrals (the 10th and over) will go up to the “Monthly Bonus Rate” shown in above Affiliate Commissions Table, for the remainder of that month. This is our “Monthly Bonus” commission rate. At the start of each month this will reset.
This bonus rate system and eligibility criteria are subject to change at our discretion at any time.
(a) A word (well, actually, several words) about payment of the Affiliate Commission.
- Affiliate will receive Affiliate Commission payment in U.S. currency.
- The Affiliate Commission will appear in the affiliate management center as “Pending” until the lapse of 45 days after the sale occurred, at which point the Affiliate Commission will be locked and verified before issuance.
- Earned Affiliate Commission is disbursed once per month.
- Affiliates are solely and completely responsible for ensuring that Inspired Nutritionals has up-to-date information, including, without limitation, postal and email addresses, payee information, name, tax information or any other personal information that will impact Inspired Nutritionals’s ability to issue payment of an Affiliate Commission. Any failure to provide up-to-date information, as just described, may result in the forfeiture of any Affiliate Commission payment due to you, at Inspired Nutritionals’s sole discretion.
- Inspired Nutritionals is not responsible for lost, stolen or misdirected Affiliate Commission payments.
- Affiliate Commissions that are left unclaimed or that are returned to Inspired Nutritionals for invalid or insufficient payee information, or for any other reason(s), will be forfeited.
(b) As far as payment of Affiliate Commission is concerned, it is your responsibility to:
- Report all Affiliate Commission you earn to the IRS or any other tax collecting agency, as applicable to you, and pay any applicable taxes;
- If you are a U.S. citizen, complete and provide us with a valid form W-9 within ninety days of a Affiliate Commission being earned. If you fail to provide us with a valid form W-9 within ninety days of an Affiliate Commission being earned, any Affiliate Commission earned will be forfeited.
- Inspired Nutritionals is not responsible for lost, stolen or misdirected Affiliate Commission payments.
(c) We may withhold, delay, refuse or reverse an Affiliate Commission payment if:
- We have reason to believe that your Affiliate Account is or has been associated with fraudulent activities, including, but not limited to, activities we believe are or were intended to defraud or cheat us, regardless of the amount of time that may have lapsed since the signup occurred;
- We receive a chargeback related to a Referred Customer(s) associated with your Affiliate Account, regardless of the amount of time that may have lapsed since the signup occurred;
- The Referred Customer returns the commissionable product within 45 days of purchase;
- There is an unusually high volume of cancellations and/or chargebacks related to the Referred Customer(s) associated with your Affiliate Account;
- Any of the terms set forth in (B)(1)(b) are not satisfied; or
- We have reason to believe that you have breached any provision of this Agreement.
(d) Payment in store credit
You have the option to receive your affiliate commission as store credit. You can then use this store credit to purchase product on our site. Every dollar of commission is worth a dollar of credit on your purchase.
(C) PROHIBITED CONDUCT
(1) Exclusion list
(a) You can’t do any of the stuff on this list:
- Breach any provision of this Agreement or any of the Incorporated Agreements;
- Violate any rights of any party;
- Violate any local, state, federal or other law;
- Create multiple or fake accounts, or “self-refer” account(s) using multiple or fake email addresses or identities;
- Bid on trademark, trademark+, or misspelled keywords or trademarks for the purpose of pay-per-click (“PPC”) on search engines (e.g. Google, Yahoo, Bing, Ask, et al.);
- Use “cookie stuffing” techniques that set the tracking cookie without the user actually clicking on the affiliate link (e.g. a 1×1 pixel iframe);
- Generate a Lead or Referred Customer through illegal or fraudulent means, including, without limitation: (i) domain speculation; (ii) email, forum, blog or social media SPAM; (iii) forced iframes; (iv) through CPC ads using the Inspired Nutritionals marks or in any way exploiting our brand name; or (v) through any other means which we determine, in our sole discretion, is questionable;
- Copy, reproduce, transmit or display the Inspired Nutritionals website, or any portion thereof, in any way, for any reason;
- Employ redirected pages and/or links to send a user to the Inspired Nutritionals website (e.g. Affiliates may not have a PPC link on a search engine that redirects the user to the Inspired Nutritionals website);
- Setup a domain(s) to forward directly to the Inspired Nutritionals website (domain forwarding) using an affiliate link(s) or any other link(s);
- Upload, disseminate, distribute, transmit, link to or otherwise facilitate access to any content that infringes on any patent, trademark, service mark, trade secret, copyright or other proprietary rights (“Intellectual Property Rights”) of any party; or
- Upload, disseminate, distribute, transmit, link to or otherwise facilitate access to any spam (unsolicited bulk email) in an effort to send Leads to the Inspired Nutritionals website.
(a) Advertising with Banners and Text Code
Affiliates may, and are encouraged to, use the Inspired Nutritionals-approved banners and ad text code found in the Inspired Nutritionals Affiliate Center. Alternatively, Affiliates may create their own banners and links. If use of any Inspired Nutritionals intellectual property is desired, Affiliate must first obtain written authorization from Inspired Nutritionals and any use must be in accordance with the terms of this Agreement. The ability to include Inspired Nutritionals approved banners and ad text code (as found in the Inspired Nutritionals Affiliate Center) is provided only as a convenience. Any other banner, link or other Content you chose to use in connection with your participation in the Affiliate Program does not imply any affiliation, endorsement or adoption by Inspired Nutritionals of the banner, link, Content or website associated with the banner, link or Content, nor does it indicate that such Content complies with the terms of this Agreement. Affiliates are solely responsible for ensuring that their tracking code is working properly before sending traffic to our servers. Any modification to the links we provide is the sole responsibility of the Affiliate. No Affiliate Commission will be paid for tracking errors of any kind, including, without limitation, any tracking errors caused by Affiliate’s editing, masking or tampering with links.
(b) The FTC has some rules you have to follow with regard to advertising.
Affiliates are required to comply with all Federal Trade Affiliate Commissions regulations related to advertising, including, without limitation, Federal Trade Affiliate Commission 16 CFR 255, which, in part, requires that material connections between advertisers and endorsers be disclosed. Essentially, directories, blogs and other websites, email or other collateral that purport to provide an endorsement or assessment of an advertiser (in this case, Inspired Nutritionals) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. If you want more information, please visit the FTC’s website here, here, and here. Please note that the FTC guides and this summary of such information do not constitute legal advice. You should obtain legal advice on how the FTC guides apply to you. There is also an informative article on MarketingLand.com, here.
(E) NOTICES AND COMMUNICATIONS
(1) Method of Communications
(a) We’re going to send you stuff, and you can send us stuff, too.
You consent to receive electronic communications (email) from Inspired Nutritionals concerning your participation in the Affiliate Program (“Communications”). The Communications may be those that Inspired Nutritionals is required to send to you by law concerning the Services (“Required Communications”). The Communications may also be those that Inspired Nutritionals sends to you for other reasons. Inspired Nutritionals may provide these Communications to you by sending an email to the email address Inspired Nutritionals has on file for the Affiliate Account or by posting the Communications to our Website. You also consent to receive Communications by telephone or postal mail sent to any postal address or telephone number you provided in connection with the Affiliate Account, though we are not obligated to use these mediums to send Communications to you. You may change the email, postal address or telephone number Inspired Nutritionals has on file for the Affiliate Account through the online account interface (for instructions, click here). Any notice Customer wishes to send Inspired Nutritionals must be in writing via email to [email protected]
(b) We’re not responsible if the stuff we try to send you doesn’t reach you.
Inspired Nutritionals is not responsible for and shall not be liable for any late, lost, misdirected, intercepted, unsuccessful or otherwise failed efforts to send any Communications or Required Communications to you or any other person or party.
(2) Common Courtesy
(a) Don’t ignore us. That’s just rude.
To avoid suspension or termination of the Affiliate Account, you are required to act in accordance with the terms of any of the Communications or Required Communications we may send to you, within the time-frame specified in such communications. If we make three or more attempts to reach you concerning any matter that requires your attention or action, and we do not receive a response from you within 24 hours of any third attempt, in our sole discretion, we may suspend or close the Affiliate Account without prior notice.
(F) TERM AND TERMINATION
(1) Your Right to Stop Participating in the Affiliate Program
(a) If you want, you can stop participating in the Affiliate Program.
This Agreement shall be effective as long as our records indicate that you are actively participating in the Affiliate Program. You may terminate your participation in the Affiliate Program at any time by submitting a request to do so via email at [email protected].
(2) Our Right to Terminate your Participation
(a) We may terminate your participation in the Affiliate Program.
Inspired Nutritionals may, in its sole and absolute discretion, deactivate any Affiliate Account and terminate this Agreement, without warning or notice, if: (i) Inspired Nutritionals records indicate the Affiliate Account has or is generating a large number of fraudulent credit card charges; (ii) Inspired Nutritionals records indicate Affiliate is attempting to make their own purchases through the affiliate program; (iii) Inspired Nutritionals becomes aware that Affiliate is using false or misleading advertising to procure sales; (iv) Inspired Nutritionals has reasonable suspicion to believe that the Affiliate Account is being used to or is associated with fraudulent activities or conduct that we believe either directly or indirectly has the potential to be harmful to other affiliates, Inspired Nutritionals, or its subsidiaries, affiliates, business contractors or other third parties; (v) Inspired Nutritionals is made aware of or has reasonable suspicion to believe that Affiliate is engaged in any conduct that violates any local, state, federal or other law; (vi) Inspired Nutritionals determines that the Affiliate is no longer active and has terminated their participation in the Affiliate Program (usually based on the Affiliate having not logged into the Affiliate Account in over one year); (vi) Affiliate fails to comply with any provision of this Agreement; and (vii) you fail to complete and return to Inspired Nutritionals form W-9 following ninety days of earning Affiliate Commission (if you are a resident of the USA). Notwithstanding the foregoing, Inspired Nutritionals may, in its sole and absolute discretion, deactivate any Affiliate Account and terminate this Agreement, for any reason or no reason, without warning or notice.
(3) Effects of Termination
(a) The effects of termination of your participation in the Affiliate Program.
Upon any termination of your participation in the Affiliate Program: (i) this Agreement and all rights granted under this Agreement shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) the Affiliate Account will be deactivated and your ability to access to the Affiliate Account will cease immediately; (iii) any unpaid Affiliate Commission will be forfeit. You agree to hold Inspired Nutritionals harmless from and against any and all claims, losses or damages arising from any termination of your participation in the Affiliate Program. Any and all sections in this Agreement which impose obligations continuing in their nature shall survive termination or otherwise continue to remain in full force and effect even after termination. You are not permitted to access the Affiliate Account following any termination.
(1) Content Made Available for Inclusion on the Service
(a) You’re responsible for all of the content you provide or give to people.
We’re not responsible for any of the Content you post or make available in connection with your participation in the Affiliate Program; you are. You, not Inspired Nutritionals, agree to assume all responsibility for and risk associated with all Content you submit, transmit, email, upload, link to, display, disseminate, facilitate access to or otherwise make available in connection with your participation in the Affiliate Program, including any reliance on the accuracy, completeness, truthfulness, appropriateness, legality or usefulness of such Content. You warrant and represent that you possesses all legal right to, or have obtained all necessary permissions to use any and all Content you make available, use in connection with or provide to Inspired Nutritionals in connection with your participation in the Affiliate Program, and none of the Content you make available, use in connection with or provide to Inspired Nutritionals in connection with your participation in the Affiliate Program infringes on any right of any person, firm, entity or party. You are solely responsible for protecting your assets as well as your rights to any of the intellectual property you provide to Inspired Nutritionals, and Inspired Nutritionals shall have no responsibility, whatsoever, with regard to it. Inspired Nutritionals’s publication of material submitted by Customer does not create any express or implied approval by Inspired Nutritionals of such material, nor does it indicate that such material complies with the terms of this Agreement.
(2) Inspired Nutritionals Intellectual Property
(a) Please, don’t steal our stuff.
The Inspired Nutritionals Website, including all text, HTML, scripts, and images are copyright 2004-2017. All rights reserved. With the exception of the use of designated promotional materials for the purpose of encouraging third parties to use the Product (i.e. the Inspired Nutritionals Affiliate Program), any replication, modification, or copy of any part of this Website without the prior, written consent of Inspired Nutritionals is prohibited. This notice applies to site visitors, customers, non-customers, affiliates, and resellers of Inspired Nutritionals. Inspired Nutritionals is a mark of Inspired Enterprises International Ltd. “Inspired Nutritionals”, and the Inspired Nutritionals graphic logo are all trademarks of Inspired Nutritionals. All other trademarks are the property of their respective owners. Inspired Nutritionals marks may only be used with the express advance written permission of Inspired Nutritionals and, in any event, may never be used to (i) promote or otherwise market competitive products or services; or (ii) disparage Inspired Nutritionals, its products or services, or in any manner which in our judgment may diminish or otherwise damage the goodwill we’ve established in our marks. Except as expressly provided, nothing within any of the Product shall be construed as conferring any license under any of Inspired Nutritionals or any third party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate Inspired Nutritionals and to promote the Product is protected by copyright, trademark, patent, or other proprietary rights of Inspired Nutritionals and its affiliates, licensors and service providers.
(b) Please, don’t remove our branding. We worked hard on that!
Except as expressly provided to the contrary, you agree not to modify, alter, remove or deface any of the trademarks, service marks, or other intellectual property made available by Inspired Nutritionals. You agree not to use any of the trademarks or service marks or other content accessible through Inspired Nutritionals for any purpose other than the purpose for which such content is made available to customers by Inspired Nutritionals. You may not use any of our marks as domain names.
(c) If you tell us about something cool we should do, you can’t take it back, and when we do it, we own it.
We’re constantly looking for new ways to improve our Product, our programs (e.g. Affiliate Program) and developing new products, services and public offerings. Any information you send to Inspired Nutritionals, including but not limited any ideas, remarks, suggestions, or prototypes (“Information”), shall immediately become the exclusive property of Inspired Nutritionals and we are entitled to use the Information without restriction or compensation to the person or party who sent us the Information. Under no circumstances shall any dissemination of Information to Inspired Nutritionals be subject to any obligation of confidentiality or expectation of compensation. By sending us Information, you are waiving any and all rights you may have in the Information.
(1) Disclaimer of Warranties / Limitation of Liability
Read this one! It’s really, really important:
(a) The Product is provided “as is” and our exposure to you is limited.
INSPIRED NUTRITIONALS SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED BY AFFILIATE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF PROVIDER’S ORDER FULFILLMENT IS DISRUPTED OR DELAYED FOR ANY REASON, PROVIDER SHALL NOT BE RESPONSIBLE FOR LOSS OF INCOME DUE TO SAID DISRUPTION. INSPIRED NUTRITIONALS’ PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INSPIRED NUTRITIONALS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES YOU OR ANY OTHER PERSON MAY SUFFER. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT IN NO EVENT WILL INSPIRED NUTRITIONALS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF INSPIRED NUTRITIONALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL INSPIRED NUTRITIONALS’ MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT OWING TO YOU IN OUTSTANDING AFFILIATE COMMISSIONS FROM REFERRAL PAID BY YOU TO INSPIRED NUTRITIONALS FOR THE PRODUCT DURING THE PRIOR TWELVE MONTHS, OR $500, WHICHEVER IS LESS. TO THE EXTENT APPLICABLE NEW ZEALAND DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INSPIRED NUTRITIONALS’ LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
(a) You agree to have our back if and when “it” hits the fan.
Affiliate agrees to defend, indemnify and hold Inspired Nutritionals and its affiliates, directors, officers, agents and employees harmless from and against any and all claims, obligations, losses, damages, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred by Inspired Nutritionals arising from or due to any claim, action, dispute or demand made by any third parties (including referrals of Affiliate) that are related to or arising out of Affiliate’s use of the Service, participation in the Affiliate Program or from your placement or transmission of any materials or Content onto Inspired Nutritionals’s servers. Such liabilities may include, but are not limited to: (a) false advertising claims against Affiliate, (b) liability claims for products or services sold by Affiliate, (c) infringement or misappropriation of intellectual property rights, (d) violation of rights of publicity or privacy, defamation, libel, slander obscenity, or child pornography, (e) spamming or any other offensive or harassing or illegal conduct (including, but not limited to, violation of any section of this Agreement), or (f) any other damage arising from your equipment, your business, or your participation in the Affiliate Program.
(a) If something crazy happens that we have no control over, we’re not responsible.
Inspired Nutritionals shall not be liable to Affiliate or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes including, but not limited to strikes, riots, vandalism, fires, inclement weather, third-party provider outages, cable cuts, power crisis shortages, acts of terrorism, and/or uncontrollable acts of God, or other similar occurrences; any law, order, regulation, direction, action or request of the New Zealand government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; failures, shortages, breaches or delays.
(1) Compliance with Law
(a) Our policy on providing information to law enforcement and government agencies.
It is our policy to cooperate with law enforcement and administrative agencies, but we don’t just roll over and give them all of your info. Upon lawful request from a law enforcement or government administrative agency, Inspired Nutritionals may, without notice to you or your consent, provide the information requested by such agency to that agency.
Any party’s failure to insist on compliance or enforcement of any section of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that section or of any other section of this Agreement.
(3) Relationship of the Parties
(a) Our “relationship status.”
This Agreement is between you and Inspired Nutritionals. The goal of our Affiliate Program and this Agreement is for you to refer Leads to Inspired Nutritionals and for those Leads to become Referred Customers. You will have no relationship with the Referred Customer based on any services we provide the Referred Customer. Such relationship will be exclusively between the Referred Customer and Inspired Nutritionals. In addition to the foregoing:
- Nothing in this Agreement is intended nor shall be construed to create any obligation of exclusivity between you and Inspired Nutritionals. Nothing in this Agreement is intended nor shall be construed as limiting or otherwise restricting Inspired Nutritionals’s right, freedom and/or ability to enter into other, and different, affiliate and referral relationships with other persons, firms, entities and parties, and we may, and will, enter into other, and different, affiliate and referral relationships with other persons, firms, entities and parties.
- The parties intend that an independent contractor relationship will be created by this Agreement, and that no additional partnership, joint venture, agency, employee/employer or other relationship is intended. Neither party shall hold itself out as having any right or authority to enter into any contract, or create any obligation of liability on behalf of, or binding upon the other party. The parties agree that neither party has the right to, or authority to, and shall not, assume or create any obligation of any nature on behalf of or that binds the other party. In addition, neither party undertakes, whether by this Agreement or otherwise, to perform any obligation of the other party, or to assume any responsibility for, without limitation, the other party’s actions, business or operations.
(a) Legal limitations and choice of venue for any dispute between us (knock on wood) is in Auckland, New Zealand.
This Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of this Agreement shall be in Auckland, New Zealand, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Inspired Enterprises International Ltd. or any of its partners, employees, subsidiaries, officers, licensors or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.
(b) No jury here. If there’s a dispute, you agree to arbitration as follows:
By participating in the Affiliate Program, you agree to submit to binding arbitration. In the event any dispute or claim arises against Inspired Nutritionals, such dispute or claim shall be handled by an arbitrator of Inspired Nutritionals’s choosing selected from the The New Zealand International Arbitration Centre (NZIAC) shall be attorneys or retired judges and shall be selected pursuant to applicable rules. All decisions rendered by the arbitrator shall be final. The arbitrator’s award is final and binding on all parties. The New Zealand Arbitration Act 1996 shall govern all arbitration under this Arbitration clause. Otherwise, the laws of New Zealand apply to the dispute. The prevailing party in such proceeding shall be entitled to recover its reasonable attorneys’ fees and costs incurred in the proceeding from the non-prevailing party, as well as any reasonable attorneys’ fees and costs that the prevailing party incurred prior to commencing the proceeding.
(c) We can’t fight your battles for you.
In no event will Inspired Nutritionals mediate any dispute or controversy arising between you and any third party. Inspired Nutritionals is unable to provide any legal advice or assistance. It is not our policy to adjudicate, validate or invalidate the substance, merit (or lack thereof) of any complaint we are served (such as complaints of copyright or trademark infringement, defamation, slander or libel) – such is left to the legal system and courts.Notwithstanding anything to the contrary, we will, without prior notice, remove or disable any Content or website any court of competent jurisdiction has ordered removed or otherwise disabled for whatever any reason.
(d) If you’re being shady, we may have to take you to court.
If you violate any of the terms of this Agreement, any supplemental rules and guidelines, any of the terms of the respective service providers, or any rights of Inspired Nutritionals, we and any other harmed party reserve the right to pursue any and all legal and equitable remedies against you. If you are aware of any violations of this Agreement, please notify us at [email protected]
(a) You can’t transfer your obligations or rights under this Agreement without our permission.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without Inspired Nutritionals’s prior written consent, which consent shall be at Inspired Nutritionals’s sole discretion and without obligation; any such assignment or transfer shall be null and void. Inspired Nutritionals is free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
(6) Headings of No Force or Effect
(a) The headings in this Agreement mean nothing, at all.
The headings in this Agreement are just for fun and to help you grasp the concepts. We worked hard on them, but legally all of the titles, headings, subheadings and bolded explanatory phrases used in this Agreement have no effect or bearing on the meaning of any section herein at all. Sad, huh?
(7) The end
(a) We just kept it all the way real with you. We hope it was a fun read.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes and cancels any other agreements, proposals, communications and understandings, whether written or oral, between Inspired Nutritionals and you, other than as explained or incorporated by referenced in the preamble of this Agreement.