MonjCOOKS Affiliate Agreement
THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is provided by Monj HealthLLC, a Delaware limited liability company, hereinafter referred to as "Company". The Agreement is a legal contract between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, Monj HealthLLC will be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
d) Affiliate Program: The program we've set up for our affiliates as described in this Agreement.
e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
f) Website: https://www.monjwell.com/monjcooks-affiliate will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an Affiliate Application, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the Website immediately and do not submit an Affiliate Application. This Agreement specifically incorporates by reference any Terms of Service, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our Website, provided, however, that, in the event of any conflict between the terms of any aforementioned document and the terms of this Agreement, the terms of this Agreement shall prevail.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Affiliate Program. By submitting an Affiliate Application, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: https://www.monjwell.com/monjcooks-affiliate
Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate 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 any explanation for your rejection, but please be advised we may reject applicants for any reason or no reason, including but not limited to a website or social media page of yours which violates our Acceptable Use Policy in Section 14 of this Agreement.
If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
6) AFFILIATE PROGRAM
After your acceptance in the Affiliate Program, we will enroll you in the program, request completed W-9 and provide you with a link to your Affiliate Dashboard, but you must return the completed W-9 and ensure your information is correct, including specific payout information and location (such as a bank account which we may use to post payment).
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the "Link"). The Link will be keyed to your identity and will send online users to the Website or other Company websites. You hereby agree to fully cooperate with us regarding the Link and 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 specific link or links provided to you and will notify you if we do so. You agree to only use links which are prior-approved by us and to display the Link prominently on your website or social media page.
We will pay you twenty-five percent (25%) of Qualifying Revenue for, as described below, in connection with a Qualifying Purchase, as described below.
7) SPECIFIC TERMS APPLICABLE
A “Qualifying Purchase” occurs when a customer (a) accesses the Website through the Link on your Affiliate Site and (b) purchases and pays for any of our products or services.
For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any processing fees, taxes (e.g., sales tax and VAT), service charges, credits, rebates, credit card processing fees, and bad debt.
Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Agreement, or any policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement.
Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Affiliate Program: (a) any product or service purchased after termination of your participation in the Affiliate Program, (b) any order for a product or service when, subsequently, a cancellation, return, or refund has been initiated, and (c) any product or service purchase that is not correctly tracked or reported because the links from the Affiliate Site to the Website are not properly formatted.
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal records and creating and distributing to you reports summarizing any fees earned by you.
8) PAYOUT INFORMATION
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available on the 15th of the month after one full month has passed since the date of the Qualifying Purchase. For example, the fee for a Qualified Purchase booked in January would be paid on March 15.
We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.
Payouts will be made only when a threshold of the following amount is met: $20.
Payouts made to you, as reduced by all deductions or withholdings described in this Agreement, will constitute full payment and settlement to you of amounts payable under this Agreement. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement.
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
You may log into your account with us to review reports related to your affiliation, such as a payout report. Please be advised, however, that not all purchases listed at a given time may qualify as a Qualified Purchase and not all Qualified Purchases may be listed at a given time.
10) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause.
You may only earn payouts as long as you are an Affiliate in good standing during the term. If you do not post or conduct activity on the Affiliate Site for 2 consecutive months, you may be terminated from the program. If you terminate this Agreement with us, we will pay you the payouts for Qualified Purchases that occurred prior to the date of such termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on the Website or our other websites, you forfeit all rights, including the right to any payouts not yet paid to you.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, 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 illegal material.
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.
11) INTELLECTUAL PROPERTY
You agree that, as between you and us, the Company owns all data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program (“Program Content”), other content on the Website or other Company websites, all content in or related to our products and services, and all copyrights, trademarks, trade secrets, patents, and other intellectual property rights in or related thereto ("Company IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access the Website in conjunction with the Affiliate Program and use the Program Content solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Link. You may not modify the Company IP in any way and you are only permitted to use the Program Content if you are an Affiliate in good standing with us.
We may revoke this license at any time, and, if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.
12) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that such modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described above.
You agree to routinely monitor this Agreement and refer to the Effective 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.
13) RELATIONSHIP OF THE PARTIES
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.
14) ACCEPTABLE USE
You agree not to use the Affiliate Program or Program Content for any unlawful purpose or any purpose prohibited under this Agreement. You agree not to use the Affiliate Program or Program Content in any way that could damage the Website or products, services, or the general business of the Company.
You further agree not to use the Affiliate Program:
a) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
b) To violate any intellectual property rights of the Company or any third party;
c) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
d) To perpetrate any fraud;
e) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f) To publish or distribute any obscene or defamatory material;
g) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
h) To unlawfully gather information about others.
15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring operation and maintenance of your own Affiliate Site(s) as applicable, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of the Company or any third party or otherwise violate any legal rights.
We may monitor your Affiliate Program account, as well as clicks and/or purchases coming through your Link. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.
We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of your disclosure obligations.
You are required to post a conspicuous notice on your website regarding the Affiliate 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 funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
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 of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United 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 compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to:
a) Reverse engineer, or attempt to reverse engineer or disassemble, any Company IP;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
17) DATA LOSS
The Company does not accept responsibility for the security of your Affiliate Program account or any content you create in connection therewith. You agree that your participation in the Affiliate Program is at your own risk.
18) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Affiliate 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.
19) NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided 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 Affiliate 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 Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.
20) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate 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 US Dollars ($100). 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.
24) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate Program, you agree that the laws of the state of California, with the exception of its conflict of law provisions, shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Marin, California. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Marin, California. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties to the arbitration, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing United States federal law as well as the law of the state of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on United States federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, (a) the remaining parts and subparts will be enforced to the maximum extent possible and (b) such invalid or unenforceable part of subpart shall be replaced by the most recent equivalent valid and enforceable part or subpart from a prior, effective version of this Agreement. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: firstname.lastname@example.org.