1. Acceptance in the Program and Term: We reserve the right to accept or reject any Program application for any reason. This agreement shall commence on the first date written below and shall continue on a month to month basis unless terminated by either party (“Term”). Either party may elect to terminate this agreement at any time and for any reason. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Promoting Medicine Mama’s Vmagic Products: If you qualify for enrollment in the Program (as determined by us in our sole discretion), you may promote our products by: (i) directing individuals, through personal contact and other means, to purchase Medicine Mama’s products through a Medicine Mama’s Apothecary website link designed exclusively for you and (ii) placing a Medicine Mama’s Apothecary website link on Your Site to enable business through the Medicine Mama’s Apothecary website (“Link(s)”). We will provide you with the Link to Medicine Mama’s Apothecary Vmagic website. To permit accurate tracking, reporting, and referral commission accrual, we will provide you with special alpha/numeric sequence to be used in all Links. You acknowledge that, by participating in the Program and placing any Link within Your Site, we may receive information from or about your personal contacts, visitors to Your Site and or communications between Your Site, you and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information. Except for the license granted under this Section 2, you do not obtain any rights under this agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Medicine Mama’s Apothecary website, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the www.vmagicnow.com domain name or other domains operated by us. You also acknowledge that we may crawl or otherwise monitor Your Site for the purpose of ensuring the quality and reliability of the Links on Your Site (for example, to detect Links that are broken or non-functional, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on Your Site to block or interfere with such crawling or monitoring). You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
3. Order Processing: We will process product orders placed by customers who follow the Link from Your Site to the Medicine Mama’s Apothecary website. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made by customers and will make available to you reports summarizing this sales activity related to the Link and Coupon Code. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Commission: We will pay you (in accordance with section 5 below) commission on certain product sales to third parties as specified below. For a product sale to be eligible to earn a commission, the customer must click-through a special Link from Your Site to the Medicine Mama’s Apothecary website and purchase the product during a session. When using the Link, the session ends upon one of the following events: (a) 30 days elapse from the customer’s initial click-through, or (b) the customer orders the product. We will only pay commissions on eligible products after order, payment and shipping have occurred. To permit accurate tracking, reporting and commission accrual, you must ensure that the Link between Your Site and the Medicine Mama’s Apothecary website are properly formatted. We will not be liable for paying commissions on purchases that are not correctly tracked and reported because the Links between Your Site and the Medicine Mama’s Apothecary website are not properly formatted. You may not purchase products during sessions initiated through the Links on Your Site for your own use and or for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of commission fees and/or the termination of this agreement. In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on Your Site to access the Medicine Mama’s Apothecary website (e.g., by implementing any “rewards” program for persons or entities who use Links on Your Site to access the Medicine Mama’s Apothecary website); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Medicine Mama’s Apothecary website; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Medicine Mama’s Apothecary website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing the Links on Your Site in accordance with this agreement, post or serve any advertisements or promotional content promoting the Medicine Mama’s Apothecary website or otherwise around or in conjunction with the display of the Medicine Mama’s Apothecary website (e.g., through any “framing” technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the commission schedule or artificially increase your commission (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Medicine Mama’s Apothecary website (as determined by us) for the purpose of exceeding any commission threshold or by causing any page of the Medicine Mama’s Apothecary website to open in a customer’s browser other than as a result of the customer clicking on a Link on Your Site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program.
5. Commission Schedule: During the Term Medicine Mama’s will pay you a commission equivalent to 10% (“Initial Commission”) of the total sale (not including tax, shipping and handling charges) of initial orders originating from third-parties through the Link. Commission payment will be sent when the amount owed to you equals $50 or more. When at least $50 of accumulated commission occurs, the payment will be sent via check within 30 (thirty) days of the current calendar.
7. Additional Terms: As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by providing you with written notice of the same. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR WRITTEN NOTICE TO YOU WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. You and we are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
8. Name, Likeness and Image: During the Term and so long as you are owed an Initial Commission or Subsequent Commission, you hereby grant to Company the right to use your name, likeness, image, voice, biographical information in connection with your participation in the Program, Company’s website and products and any and all other related marketing material as Company may see fit in its sole and absolute discretion.
9. Jurisdiction and Governing Law: This agreement shall be subject and construed in accordance with the laws of the state of California applicable to agreements entered into and fully performed therein. In the event of any dispute under or relating to the terms of this agreement or any breach thereof, it is agreed that the same shall be submitted to binding arbitration by the American Arbitration Association in Ventura County, California in accordance with the rule promulgated by said association and judgment upon any award rendered by be entered into in any court having jurisdiction thereof. Any arbitration shall be held in Ventura County, California. In the event of Arbitration arising from or out of this agreement or the relationship of the parties created hereby, the trier thereof may award to any party any reasonable attorneys’ fees and other costs incurred in connection therewith. Any further litigation from or out of this agreement shall be brought in Ventura County, California.