AFFILIATE MARKETING AND COMMISSION AGREEMENT

​

This Affiliate Marketing and Commission Agreement (“Agreement”) contains the complete terms and conditions for participation in a certain arrangement offering compensation to those who agree to refer potential customers to the holistic health and wellness website, GoodBitters.com.

​

 

1. Definitions
   
   (a)  “Company” means Body & Brain Yoga and Health Centers, Inc. operating the website GoodBitters.com, and “Affiliate” means the individual or entity supplying his/her/their/its E-Signature to this Agreement. The Affiliate and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
   
   (b)  “Offering(s)” means products or programs listed for sale on GoodBitters.com for which the Company will have determined to pay a referral commission and “Good Bitters Site(s)” means GoodBitters.com and any other website, webpage or social media page or channel where the Company designates that Offering(s) be for sale.(c)  “Affiliate Site(s)” means any website, webpage, social media page or channel, or other web-based presence managed or operated by the Affiliate and Affiliate Email(s) means promotional email(s) sent by or on behalf of the Affiliate.
   
   (d)  “Users” means customers, members, followers or subscribers to the Affiliate Site(s) and recipients of the Affiliate Email(s).
   
   (e)  “Link” means a graphic or textual hypertext link, which will establish a link from the Affiliate Site(s) or the Affiliate Email(s) to the Good Bitters Site(s).
   
   (f)  “Referred Customer” means each new and unique customer visiting the Good Bitters Site(s) via referral from the Affiliate through a Link provided or approved by the Company or making a purchase from the Company upon completion of a Company authorized order form.
   
   (g)  “Qualified Purchase” means a completed sale of the Offering(s) by the Company to a Referred Customer, where a payment is actually made to the Company and the Company ships the Offering(s) to the Referred Customer.
   
   (h)  “Services” means promotion and marketing of the Products through Affiliate Site(s) and Affiliate Email(s) and referring customers who complete purchases on the Good Bitters Site(s).
    

2. The Company’s Responsibilities
   
   (a)  The Company will make available to the Affiliate certain Links, which are subject to the terms and conditions of this Agreement. The Links will serve to identify the Affiliate Site(s) and the Affiliate Email(s) as belonging to the Company’s affiliate network and the Links may connect to the areas of the Good Bitters Site(s) associated with Offering(s) for sale. In utilizing the Links, the Affiliate agrees to cooperate fully with the Company in order to establish and maintain such Links.
   
   (b)  The Company will be responsible for providing all information necessary to allow the Affiliate to make appropriate Links from the Affiliate Site(s) or the Affiliate Email(s) to the Good Bitters Site(s), where orders on Qualified Purchases are placed by a Referred Customer following a Link from the Affiliate Site(s) or the Affiliate Email(s). The Company will be responsible for tracking the volume and amount of Qualified Purchases generated by the Affiliate Site(s) and the Affiliate Email(s), for the purpose of providing the Affiliate with information regarding Qualified Purchase statistics.
   
   (c)  The Company has sole authority over all order processing, including but not limited to payment processing, cancellations, refunds, and related Company services. The Company is not responsible for any third-party fees which financial institutions may charge the Affiliate or the Users in such order processing or other payment transactions. Any determination made by the Company regarding the foregoing shall be binding absent manifest error.
    

3. Affiliate’s Responsibilities
   
   (a)  In the Affiliate’s efforts to engage its Users, the Affiliate will promote the Company and from time to time the Affiliate will introduce the Offering(s) to its Users.
   
   (b)  Unless otherwise directed by the Company in written guidance to Affiliates, the Affiliate will link the Affiliate Site(s) and the Affiliate Email(s) to areas within the Good Bitters Site(s) using special URLs specified by the Company (the “Required URLs”). The position, prominence, and nature of Links on the Affiliate Site(s) and in the Affiliate Email(s) will be up to the Affiliate’s discretion, unless otherwise specified by the Company.
   
   (c)  The Affiliate is solely responsible for the development, operation, and maintenance of the Affiliate Site(s) and for all materials that appear on the Affiliate Site(s), and Affiliate Site(s) may contain materials associated with the promotion or sales of goods or services other than the Offering(s). The Affiliate’s responsibilities concerning the Affiliate Site(s) include, but are not limited to, the technical operation of the Affiliate Site(s) and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate Site(s) and linking those descriptions to the Good Bitters Site(s); and the accuracy and propriety of materials posted on the Affiliate Site(s) (including, but not limited to, all materials related to the Offering(s)).
   
   (d)  The Affiliate is solely responsible for creating, managing, and maintaining all Affiliate Email(s), including Affiliate Email(s) linked to the Good Bitters Site(s), all of the content of the Affiliate Email(s), and any email campaign or system used for sending the Affiliate Email(s).
   
   (e)  The Affiliate is responsible for providing its email address, telephone number, social security/tax identification number, and other applicable tax and payment information required to facilitate payments and communication between the Company and the Affiliate, and for providing accurate and up-to-date contact information of the Users. The Affiliate is also responsible for notifying the Company of any changes to such information.
   
   (f)  The Affiliate is responsible for notifying the Company of any malfunctioning of the Required URLs or other problems with the Affiliate's connection with the Good Bitters Site(s). The Company will respond promptly to all concerns upon notification by the Affiliate.
   
   (g)  The Affiliate agrees not to make any representations, warranties, or other statements concerning the Company, the Good Bitters Site(s), Offering(s) or any other Company products or services, policies of the Good Bitters Site(s) or any other Company sites, except as specified or authorized by the Company.
    

4. Commission
   
   (a)  For each Qualified Purchase by a Referred Customer that the Affiliate refers to the Good Bitters Site(s), in accordance with this Agreement, the Affiliate will be entitled to a commission (“Commission”) equal to the payment the Company receives for Offering(s) sold, minus all state, local, or county sales taxes, and multiplied by the referral commission rate (“Commission Rate”) provided in the Company’s affiliate program materials available on the landing page www.GoodBitters.com/become-an-affiliate/.
   
   (b)  The Company agrees to pay the Affiliate a Commission for a Qualified Purchase made by a Referred Customer using a Link from the Affiliate Site(s) or the Affiliate Email(s) to the Good Bitters Site(s) that is current and acceptable under the Company’s then current standards and requirements, as indicated in written guidance provided by the Company to Affiliates.
   
   (c)  The selection and pricing of the Offering(s) and related Commission Rates will be set solely by the Company in its discretion and are subject to change by the Company.
   
   (d)  All determinations of whether a Commission is payable will be made by the Company and will be final and binding on both the Company and the Affiliate.
    

5. Commission Payment and Processing
   
   (a)  The Company will pay Commission fees to the Affiliate, based on the completion of Qualified Purchases during a given calendar month (“Purchase Month”). Qualified Purchases are considered complete on the date the Company receives payment from the Referred Customer. The Company will aggregate the amounts of Commission fees for Qualified Purchases completed during a Purchase Month and will make a payment of such Commission fees to the Affiliate on or before the final day of the second month following that Purchase Month.
   
   Example: A Qualified Purchase is made and the Company receives payment on July 15, 2023. The Company ships or otherwise provides the Offering(s) to the Referred Customer on July 23, 2023.  Then the Company will deliver a Commission payment to the Affiliate by September 30, 2023.
   
   (b)  The Company, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
    

6. Legal Compliance by the Affiliate
   
   (a)  The Affiliate agrees that it will not post, nor allow to be posted, on the Affiliate Site(s) or in the Affiliate Email(s), materials that violate or infringe upon the rights of any third party and that are libelous or otherwise illegal. The Company disclaims all liability and responsibility for such matters.
   
   (b)  The Affiliate will not present or use any unauthorized content on the Affiliate Site(s) or in the Affiliate Email(s), including, without limitation, graphical images, logos, text copy, editorial copy, press releases or marks, that (i) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, the Company; (ii) is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) infringes, derogates, dilutes, or impairs the rights of the Company or any third party; (iv) refers to the Company but is used as part of a name of a product or service of a company other than the Company; or (v) is used in any other manner inconsistent with any term of this Agreement or with any provision of law.
   
   (c)  The Affiliate agrees to comply with Federal Trade Commission regulations regarding advertising. This includes, but is not limited to, Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), which require, among other criteria, that material connections between advertisers and endorsers be disclosed. The Affiliate agrees to include on the Affiliate Site(s), in the Affiliate Email(s) or in other promotional activities, prominent wording indicating that the Affiliate receives compensation from the Company, including such words as “Sponsored,” or “Promotion.”  The Company reserves the right to withhold Commission fees and cancel the affiliate relationship with the Affiliate should the Company determine, at the Company’s discretion, that the Affiliate is not in compliance with such Federal Trade Commission regulations.
   
   (d)  It is the Company’s policy that it does not tolerate or engage in “Spam.”  The Company defines “Spam” as the sending of emails or other messages which consist entirely or predominantly of advertising or sales content.  This definition applies to all such emails or messages, whether they are sent individually or in bulk.  The Affiliate agrees that it will not use the Links or the Company’s trademarks or copyrighted material to promote or engage in Spam and agrees to follow any guidelines the Company may distribute to the Affiliate concerning its policy against Spam.  The Affiliate understands that the Company may change its policy against Spam at any time.  The Company reserves the right to cancel the Affiliate’s account and terminate this Agreement if the Company should determine that the Affiliate is engaged in promoting or sending Spam using the Links or any of Company’s trademarks or copyrighted material.
   
   (e)  The Company reserves the right to suspend payment of Commissions at any time and indefinitely, if it suspects fraud, the sending of Spam, or other improper activity or a potential breach of any of the terms in this Agreement directly by the Affiliate (or indirectly in connection with a Referred Customer). The Company reserves the right to deduct from the Affiliate's current and future Commission fees any and all Commissions corresponding to fraudulent and questionable purchases on the Good Bitters Site(s) related or connected to the Affiliate, the Affiliate Site(s) or the Affiliate Email(s). Further, Affiliate agrees to refund the Company any Commission fees the Company has paid the Affiliate for such fraudulent and questionable purchases on the Good Bitters Site(s).  Fraudulent and questionable purchases include false or misidentified Referred Customers, false or simulated Qualified Purchases and use of bots or other technology to mislead users of search engines. So, if, for example, the Company discovers that the Affiliate has attempted to inflate Commissions by purchasing the Offering(s) for itself through a Link or by inducing others to initiate Qualified Purchases and then immediately returning the Offering(s), then the Company will suspend payment of or request a refund of any Commission.
   
   (f)  In order to protect the Company’s brand and image, the Company requires the Affiliate to comply with the policies set forth in this Section 6 and will provide the Affiliate with compliance guidelines concerning such policies. Notwithstanding this requirement, the Affiliate is an independent contractor, who remains solely responsible for the development, operation, and maintenance of the Affiliate Site(s), as provided in Section 3(c) above, and the Affiliate Email(s), as provided in Section 3(d) above, and retains the sole right to control and direct the means, manner, and method by which the Affiliate fulfills this Agreement. Therefore, the Company will not be liable for any violation of laws, nor any claim, damage, injury or loss of any nature resulting from the Affiliate’s failure to comply with such policies.
    

7. No Conflict of Interest
   
   (a)  While this Agreement is in effect, the Affiliate will not accept work, enter into a contract, or accept an obligation from any third party, inconsistent or incompatible with the Affiliate’s responsibilities under this Agreement. The Affiliate warrants that there is no other contract or duty on its part inconsistent with this Agreement.
   
   (b)  While this Agreement is in effect, the Affiliate shall not solicit, accept, or agree to accept, from the Company’s customers or persons doing business with Company, anything of value under circumstances that could reasonably be expected to influence the manner in which the Affiliate performs the Services or makes decisions.
    

8. Expenses
   
   The Affiliate shall be responsible for all expenses incurred while performing the Services. This includes any license fees, memberships and dues; automobile and other travel expenses; meals and entertainment; insurance premiums; and all salary, expenses and other compensation paid to employees or contract personnel the Affiliate hires to complete the work under this Agreement.
    

9. Relationship of Parties
   
   (a)  The relationship between the Company and the Affiliate will be that of independent contractors and both Parties recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the Parties. Neither Party will have the right, power or authority to make any claims, representations or warranties, or create any obligation, express or implied, on behalf of the other Party, or otherwise bind the other Party.
   
   (b)  The Affiliate’s employees or contract personnel are not Company’s employees or agents. Neither the Affiliate nor the Affiliate’s employees or contract personnel are authorized to enter into or commit the Company to any agreements. The Affiliate, or any of the Affiliate’s employees or contract personnel, shall not represent itself as an agent or legal representative of the Company.
   
   (c)  The Company and the Affiliate agree to the following rights consistent with an independent contractor relationship:
   
   (1)   The Affiliate has the right to perform services for others during the term of this Agreement.
   (2)   The  Affiliate has the sole right to control and direct the means, manner, and method by which the Services will be performed.
   (3)   The Affiliate has the right to perform the Services at any place, location, or time.
   (4)   The Affiliate will furnish all equipment and materials used to provide the Services.
   (5)   The Affiliate has the right to hire assistants as subcontractors, or to use employees to provide the Services.
   (6)   The Affiliate or the Affiliate’s employees or contract personnel shall perform the Services; the Company shall not hire, supervise, or pay any assistants to help the Affiliate.
   (7)   Neither the Affiliate nor the Affiliate’s employees or contract personnel shall receive any training from the Company in the skills necessary to perform the Services.
   (8)   The Company shall not require the Affiliate or the Affiliate’s employees or contract personnel to devote full time to performing the Services.
    

10. State and Federal Taxes
    
    (a)  The Company will not (i) withhold FICA (Social Security and Medicare taxes) from the Affiliate’s payments or make FICA payments on the Affiliate’s behalf, (ii) make state or federal unemployment compensation payments on behalf of the Affiliate or the Affiliate’s employees or contract personnel, or (iii) withhold state or federal income tax from the Affiliate’s payments.
    
    (b)  The Affiliate shall pay all taxes incurred while performing the Services, including all applicable income taxes and, if the Affiliate is not a corporation, self-employment (Social Security) taxes. Upon demand, the Affiliate shall provide the Company with proof that such payments have been made.
     

11. Workers’ Compensation
    
    The Company shall not obtain workers’ compensation insurance on behalf of the Affiliate or the Affiliate’s employees. If the Affiliate hires employees to perform any work under this Agreement, the Affiliate will cover them with workers’ compensation insurance and provide the Company with a certificate of workers’ compensation insurance before the employees begin the work.
     

12. Fringe Benefits
    
    The Affiliate understands that neither the Affiliate nor the Affiliate’s employees or contract personnel are eligible to participate in any employee pension, profit sharing, health, vacation pay, sick pay, or other fringe benefit plan of the Company. If the Affiliate is later classified as the Company’s employee, the Affiliate expressly waives the Affiliate’s rights to any benefits to which he or she was, or might have become, entitled.
     

13. Non-Solicitation
    
    Notwithstanding any pre-existing professional or business relationships, during the Term and for 1 year thereafter, the Affiliate shall not:
    
    (a)  employ or attempt to employ or solicit for employment by any other person or entity, any of the Company’s employees;
    
    (b)  encourage any consultant, independent contractor or any other person or entity to end their relationship or stop doing business with the Company, or help any person or entity to do so or attempt to do so; or
    
    (c)  call on, solicit or take away, or attempt to call on, solicit or take away, any of the Company’s customers or potential customers of which the Affiliate became aware as a result of the Services, or help any person or entity do so or attempt to do so.
     

14. Indemnification
    
    The Affiliate agrees to indemnify and hold harmless the Company, the Company’s affiliates, subsidiaries, business licensors, referring persons or entities, persons or entities allegedly controlling or acting in concert with the Company, persons or entities participating in the delivery of the Offering(s), owners or creators of any training methods or intellectual property used for the Offering(s) or by the Company and owners or lessors of the premises used for the Offering(s) and all their respective employees, agents, principals, contractors, managers, officers, directors, founders, shareholders, successors and assigns (“Indemnified Parties”) from and against any and all losses and expenses as a result of or in connection with any claim asserted against the Affiliate and/or any of the Indemnified Parties arising from the marketing, use or operation of the Affiliate’s business and/or breach of obligations that the Affiliate owes to any of the Indemnified Parties.
     

15. Dispute Resolution
    
    The Parties agree to submit any claim, dispute or disagreement of any type whatsoever that arises out of, or relates in any way to, this Agreement or the relationship between the Affiliate and any of the Indemnified Parties (“Dispute”) to mediation before a mediator that the Parties will have selected jointly prior to arbitration. If the Dispute cannot be resolved by mediation, the dispute will be submitted to mandatory and binding arbitration conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrators will not have authority to award exemplary or punitive damages. The arbitrators shall adhere to the terms of this Agreement and shall have no power to add to or modify said terms. All mediation, arbitration and litigation shall take place in the County of Maricopa, the State of Arizona, United States of America. If this Agreement must be enforced in a judicial or arbitration proceeding, the substantially prevailing Party will be entitled to reimbursement of its costs and expenses, including reasonable accounting and legal fees. UNLESS PROHIBITED BY APPLICABLE LAW, ANY DISPUTE MUST BE BROUGHT BY FILING A WRITTEN DEMAND FOR ARBITRATION (OR IF PERMITTED, LITIGATION) WITHIN ONE (1) YEAR FOLLOWING THE CONDUCT, ACT OR OTHER EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM, OR THE RIGHT TO ANY REMEDY WILL BE DEEMED FOREVER WAIVED AND BARRED. THE PARTIES IRREVOCABLY WAIVE: (i) TRIAL BY JURY; AND (ii) THE RIGHT TO ARBITRATE OR LITIGATE ON A CLASS ACTION BASIS, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY.
     

16. Termination
    
    (a)  Either Party can terminate this Agreement by providing 30 days’ written notice. However, the Parties will still be entitled to receive any payment due at the time of the termination pursuant to the arrangement as set forth above.
    
    (b)  If the Company updates or replaces the terms of this Agreement, the Affiliate may terminate this Agreement on five (5) days written notice to us, provided that the Affiliate sends the Company written notice within ten (10) days after the Company send notifies the Affiliate of the Agreement change.
    
    (c)  The Company may terminate this Agreement: (i) upon thirty (30) days’ notice to the Affiliate of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days’ notice to Affiliate of non-payment of any amount due to the Company if such amount remains unpaid at the expiration of such period, (iii) immediately, if the Affiliate becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iv) immediately, if the Company determines that the Affiliate is acting, or has acted, in a way that has or may negatively reflect on or affect the Company, its prospects, or its customers.
    
    (c)  All provisions that expressly or by their nature survive the termination, expiration or transfer of this Agreement shall continue in full force and effect subsequent to and notwithstanding its termination, expiration or transfer and until they are satisfied in full or by their nature expire, including, without limitation, sections 6 through 15.
     

17. Entire Agreement and Enforcement
    
    This Agreement supersedes and integrates any previous oral or written agreements relating to the subject matter and may not be changed, modified, or discharged except by written instrument duly executed by the Parties. If the Company does not enforce any right in this Agreement for any reason, it does not waive its right to enforce it later.
     

18. Severability
    
    If any provision, subsection, phrase or sentence of this Agreement, including any subparts, is found to be void, invalid, or unenforceable by a court of competent jurisdiction, that provision shall be severed but the remaining portions of this Agreement, including all subparts, shall remain in full force and effect.
     

19. E-Signature
    
    BY COMPLETING THE AFFILIATE REGISTRATION FORM ON GOODBITTERS.COM AND BY CLICKING ON THE “REGISTER” BUTTON, YOU ARE SIGNIFYING THAT YOU INTEND TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT IN INK.

​

​

​