FAST BAR AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND L-NUTRA, INC.
BY SIGNING THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in L-Nutra’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website or social sites and the L-Nutra’s FastBar.com website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to L-Nutra, and “you,” “your,” and “yours” refer to the affiliate. Note: The affiliate program is not available to any licensed healthcare providers at this time. Any registrations by licensed health care providers will be null and void.
2. Affiliate Obligations
2.1. You represent that you are not a licensed health care provider. Any registrations by licensed health care providers will be null and void.
2.2. As a member of L-Nutra’s Affiliate Program, from time to time you will have be provided with HTML code (that provides for links to web pages within the Fast Bar web site) and banner creatives, social media posts and e-mail campaigns if appropriate for your needs (hereinafter “Your Links”). L-Nutra may also include instructions for use of Your Links, including, but not limited to, the manner in which they should be displayed and the timeframe that may be displayed. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each of Your Links. You agree to use the HTML code provided for your Links. You must also ensure that Your Links are updated when new ones are provided and all instructions provided with the new links are followed, including any timeframes by which links must be updated. Failure to ensure links are up-to-date and appropriately used may result in waiving the right to receive any potential payments.
2.3. You acknowledge that L-Nutra, Inc. has the right, at any time, to review your placement and approve the use of Your Links, and agree that upon request from L-Nutra that you will change within two (2) business days the placement or use of Your Links to comply with L-Nutra’s request and the guidelines provided to you. You acknowledge that failure to comply with a request from L-Nutra will constitute a breach of this agreement and may result in the termination of your participation in the Affiliate Program.
2.4. You agree to adhere with any and all posting guidelines provided by L-Nutra, including, but not limited to, the Promotion Disclosure and Restriction Requirements in Section 6.
2.5 You agree that the maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any suggested changes that we feel should enhance your performance.
2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
2.7. You agree that the Website or other communications that contain Your Links will not be used for any inappropriate purposes. What constitutes an inappropriate purpose is subject to L-Nutra’s sole discretion and determination, and includes, but is not limited to:
• Promoting sexually explicit materials
• Promoting violence
• Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promoting illegal activities
• Incorporating any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
• Including “L-Nutra” or “Fast Bar” variations or misspellings thereof in its domain name
• Containing software downloads that potentially enable diversions of earnings or commission from other affiliates in our program.
• Creating or designing your website or any other website that you operate, explicitly or implied in a manner which incorporates or resembles the design and look and feel of our website, and creating or designing your website in a manner which leads customers to believe you are FastBar.com or any other affiliated businesses and their respective websites.
• Is generally unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
3. L-Nutra, Inc. Rights and Obligations
3.1. L-Nutra may from time to time provide HTML code for Your Links and corresponding instructions as to the use, placement, and duration of use of Your Link. L-Nutra may provide Your Link and instructions at any time and without any notice.
3.2. L-Nutra agrees to provide you a CPA payment, as described in Section 4, in exchange for your participation in the Affiliate Program.
3.3. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary within two (2) business days, we reserve the right to terminate your participation in the L-Nutra, Inc. Affiliate Program.
4. CPA and Payment
4.1. For each eligible new customer of Fast Bar from FastBar.com that results from Your Links, L-Nutra shall pay you according to the commission program you have signed up for.
4.2. An ‘eligible purchase’ for purposes of determining the CPA payout is a purchase by a new consumer (one that has not previously purchased Fast Bar within the previous two (2) calendar years) and the purchase occurs within 60 days of that consumer’s use of Your Links. A purchase is not an ‘eligible purchase’ for purposes of determining the CPA payout if:
• 4.2.1. If the eligible purchase is returned.
• The purchase through Your Links is a result of fraud, deception, misrepresentation, or other unlawful act or conduct.
• If you or Your Links are not in complete compliance with the terms of this Agreement at the time of the consumer’s purchase.
4.3. Affiliate payments shall be made on a monthly basis. The payments will be made via check or PayPal. For checks, payments will be made out to the name and address you used during initial enrollment in the Affiliate Program. L-Nutra is not obligated to provide notice or updates as to when Affiliate payments are made or mailed. L-Nutra is not responsible for any errors in your name or address that were included in your Affiliate Program registration. L-Nutra will not replace lost or stolen checks, however we will provide reasonable accommodation in cases where the postal service or other mail carrier used acknowledges that the loss or theft of the check is through their fault. L-Nutra will not reissue or replace expired checks. PayPal payments will be made via the e-mail you share for payment purposes.
4.4. You are solely responsible for compliance with all income tax and other wage-related laws applicable to your receipt of the payments from L-Nutra. L-Nutra does not and will not withhold and disperse any of payments to satisfy your obligations, including, but not limited to, federal and state income taxes, social security, Medicare, wage garnishes, child support payment, and alimony/spousal support payments. L-Nutra requires you to provide a valid tax ID prior to payment.
4.5. L-Nutra reserves the right to alter or change the terms of Affiliate Payment eligibility and payment at any time. In the event a change, we will provide you written notice.
5. Access to Affiliate Account Interface
You will be provided a log in access to track your sales and access affiliate links.
6. Promotion Requirements and Restrictions
6.1. Our products, including Fast Bar, are food products and are subject to both federal and state regulation. In particular, there are some legal restrictions regarding communications about our products. Therefore, you agree that any communications you make, whether directly or indirectly via your website, social media (including reposts), or other medium, must adhere to the following requirements:
6.1.1. Fast Bar and L-Nutra’s products are intended for use by healthy individuals. They are not intended to diagnose, treat, cure or prevent any disease. Communications should reinforce this and terms like “treat,” “cure,” and “prevent” must not be used. For example, the claim “treats inflammation” would be inappropriate. Express or implied references to diseases or their recognizable/characteristic symptoms and attributes are also strictly prohibited (ex: diabetes, cancer, multiple sclerosis, Alzheimer’s). In contrast, claims using words like “support” or “helps to” to describe how Fast Bar works to support health and curb hunger would be preferable. This applies to both fasting in general, as well as Fast Bar and L-Nutra’s products.
6.1.2. Communications discussing the benefits and attributes of Fast Bar must match or be substantially similar to the following language:
• Fast Bar is the first and only bar scientifically designed with premium ingredients to nourish your body and keep it from feeling hungry so you can fast or snack on your own terms.
• Fast Bar provides an excellent source of nourishing fats from nuts*. It is a great tasting bar that contains plant-based protein. It is a non-GMO, gluten-free and made without soy and dairy, whole food nutrition bar. There are no sugar alcohols, and 0g trans-fats per serving*.
• Fast Bar is an effective addition to your intermittent fast or time-restricted eating program, giving you sustainable energy and tasty nutrients that leave you feeling satisfied.
• On-the-go, in between meals, morning or afternoon, whenever you need an energetic boost—Fast Bar is the perfect snack, flavorful and rich in nutrients to satisfy food cravings, or support your fasting goals.
*See nutrition information for fat content
6.2. All members of the Affiliate Program must comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”).
6.2.1. The FTC Guides require you to always disclose clearly and conspicuously the relationship between you and L-Nutra to consumers, in an effort to be truthful and transparent. The FTC Guides are currently available here: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.
An FAQ concerning the FTC Guides is currently available here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. You must make clear in all content that you are being paid/compensated by L-Nutra. We may provide suggestions for appropriate means of compliance with the FTC Guides in connection with the content, however compliance is ultimately the responsibility of the Affiliate. Best practices regarding disclosure include:
• Using “#ad” at the beginning of a post; avoid unconventional slang such as “Spon” and “Advert,” and do not place the disclosure at the end of the post or after a cut line.
• Giving readers and website visitors the essential information. A disclosure such as “if you use this specific link, I may receive a small commission from your purchase” would be effective.
6.2.1. Your communications will all have the following attributes:
• Any representations you make in connection with L-Nutra and its products will reflect your honest opinions, findings, beliefs, or experiences with L-Nutra and any products mentioned in the content, and may not contain any statements or representations about L-Nutra the to the best of your knowledge that are not true or are deceptive. If your opinions, findings, or experiences mentioned in the content change, you are responsible for updating the content or, if that’s not possible, for promptly informing L-Nutra of such change.
• You will not impersonate another person or pretend you are someone else when posting content.
• If any persons appear or are referred to in the content, you are solely responsible for obtaining a valid release from such persons, prior to posting or making content publicly available, which permits L-Nutra the right to exhibit and use the content. If any persons appearing in any content is under the age of majority in their state, country, or providence or residence, the signature of a parent or legal guardian is required on each release.
• There will not be any personally identifiable information (such as, but not limited to, license plate numbers, personal names, email addresses, or street addresses) of any person other than you. Should you include personally identifiable information about yourself in the content, you acknowledge and agree that such information will be disclosed publicly and that you are solely responsible for any consequences thereof.
• To the best of your knowledge, the content does not defame, misrepresent, or contain disparaging remarks about other people, companies, or products.
• There will not be any content that violates any law.
6.3. You are free to promote your own websites, but naturally any promotion that mentions L-Nutra, Inc. or Fast Bar could be perceived by the public or the press as a joint effort. Therefore, to protect L-Nutra’s name and prevent any damage to our goodwill, you agree to comply with the following advertising practices.
6.3.1 You will not engage in certain forms of advertising, including, but not limited to:
• Advertising commonly referred to as “spamming”
• Using unsolicited commercial email (UCE)
• Postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once
• Advertising that in any way effectively conceals or misrepresents your identity, your domain name, or your return email address.
If it comes to our attention that you are engaging in any of these practices, we will consider that cause for immediate termination of this Agreement and your participation in the L-Nutra, Inc. Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
6.3.2 You may use mailings to customers to promote L-Nutra, Inc. so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote L-Nutra, Inc. so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from L-Nutra, Inc.
6.3.3. Affiliates that use Fast Bar among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as FastBar.com, Fast Bar, www.Fast Bar, www.FastBar.com, ProLonFMD.com, Prolon, L-Nutra, ProLonDiet, ProLonFast, Fasting Mimicking, Fasting Mimicking Diet and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from L-Nutra, Inc.’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.
6.3.4. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in L-Nutra, Inc.’s service).
6.3.5. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited L-Nutra, Inc.’s site (i.e., no page from our site or any L-Nutra, Inc. or FastBar.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of L-Nutra, Inc. site in IFrames, hidden links and automatic pop-ups that open Fast Bar’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
7. Grant of Licenses
7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of L-Nutra, Inc.’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of L-Nutra, Inc. and FastBar.com and the good will associated therewith will inure to the sole benefit of FastBar.com.
7.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
USE OF L-NUTRA’S WEBSITES, INCLUDING FASTBAR.COM IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. L-NUTRA, INC. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH ITS WEBSITES; THE INFORMATION, MATERIALS, AND SERVICES PROVDIED ON OR THROUGH OUR WEBSITES MAY BE OUT OF DATE, AND L-NUTRA DOES NOT MAKE ANY COMMITEMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
9. Limitations of Liability
IN NO EVENT WILL WE OR OUR RESPECTIVIE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL L-NUTRA, INC. CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless L-Nutra, Inc., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) your violation of this agreement, (ii) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (iii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. This indemnity survives termination of this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with L-Nutra in asserting any available defenses.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
12. Representations and Warranties
You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13.1. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
13.2. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
13.3. L-Nutra, Inc. reserves the right to terminate this Agreement and your participation in the L-Nutra, Inc. Affiliate Program immediately and without notice to you should you commit fraud in your use of the L-Nutra, Inc. Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, L-Nutra, Inc. shall not be liable to you for any payments for such fraudulent sales.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and L-Nutra, Inc.’s Affiliate Program rules. If any modification is unacceptable to you, you agree that your sole remedy is to end this Agreement. Your continued participation in L-Nutra, Inc.’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and L-Nutra, Inc. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof. Any action seeking legal or equitable relief arising out of this Agreement will be exclusively brought only in the federal or state courts of the Commonwealth of New York, and you waive any objection regarding venue or forum non conveniens.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision by us, and no waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.