UNIVERA, INC. AFFILIATE PROGRAM TERMS AND CONDITIONS
This Affiliate Program Agreement (the “Agreement”) is between you, once accepted, and Univera, Inc. It contains the complete terms and agreements of the Univera Affiliate Program (the “Program”). Univera (herein, “Univera,” “us,” “we,” “our,” etc.) looks forward to a mutually rewarding relationship with each of its Affiliate Advertisers (herein “you,” “your,” “yours,” etc.), and expects that you will fully abide by the terms of this Agreement.
1. Preliminary Terms
a. You must be at least 18 years of age.
b. Univera reserves the right to accept or reject any application Univera reviews within our sole discretion. Most will be reviewed within 6 weeks, and notice of our decision will normally be emailed to you within this period.
c. You may not transfer this agreement to anyone else. You may not collaborate with anyone else, including others working on your behalf, without our prior written approval.
d. You are prohibited from using the term “Univera” in the URL/web address or title of your website. You may not purchase or register any search terms, keywords, or other identifiers that includes the word "Univera" (including similar variations, such as "Univera products," "Univera supplements,” etc.) for use in any search engine, directory, portal, sponsored advertising service, or other search service. If Univera determines that you have engaged in any of the above activities, Univera may, at our sole discretion, terminate this Agreement.
e. By accepting a commission payment or other monetary consideration from Univera, you certify that you have read, understood and agree to abide by these terms and conditions, including the Arbitration provision set forth below, and any subsequent changes, amendments, or modifications to this Agreement.
Univera or you may cancel this agreement at any time for any reason or for no reason. Any cancellation notice must be communicated to the other party in writing in a timely manner. By way of example and not limitation, Univera may cancel this agreement if you use spam email to promote yourself; engage in defamation or misrepresentation; if you fail to provide the tax forms described below when requested to do so; manipulate data and/or traffic in a manner that makes your site appear more favorable or interrupts search engines’ quality site tracking and ranking; if you link to us from a site that would bring us into disrepute; or if you engage in prohibited solicitation activities as described below.
3. Use of Graphics, Links, and Limitation of Use
a. If, as part of your advertising platform, a viewer clicks on your link to us and places an order with Univera, the viewer becomes our customer. You will not have access to the customer’s account or contact information Univera has, and you will not be allowed to communicate with the customer about the customer’s orders that are placed with us. Univera is responsible for all customer service, fulfillment, processing, shipping, and after-order inquiries made with the customer.
b. Univera may at any time refuse any link, text, or referring graphic used to forward a viewer to the Univera website.
c. Linking to us through the use of junk mail, email server programs, spam, hit distribution networks, pay-per-click programs, through mass distribution in chat rooms, or on our own social networking sites, is strictly prohibited. Univera may determine in its sole discretion what is an inappropriate use of our name, trademarks, website, and social networking sites, and may at any time close an account if Univera makes that determination.
d. This agreement does not constitute a joint venture, partnership, franchise, or other representative business relationship between us. You will be paid as an advertiser of our products. Our acceptance of your application to be an affiliate does not constitute, and must not be characterized as, a representation relationship between us, or as our endorsement of you.
e. Univera is not responsible for traffic lost through high security settings, firewall parameters, or any other settings or equipment that prevents the necessary cookies from being installed.
f. You are solely responsible for the development, operation, maintenance, and technical operation of your sites, including all materials that appear on your sites and related equipment.
4. Payment Information and IRS Disclosures
a. Unless otherwise agreed to in a separate writing between you and Univera, you will be compensated 15% commission for the referral of each and every customer that makes a purchase within 30 days of coming to us via your affiliate link. For each customer, only the first order that is received per click will be eligible for commission. Commission is calculated on the product total, less any discounts, and excludes calculated shipping and tax charges.
b. Commission is not eligible for orders placed by wholesale or bulk customers. Wholesale and bulk customers are a pre-approved group of people that are enrolled in an exclusive discount program and as such, are ineligible from also receiving or contributing to another's affiliate sales.
c. By entering into this agreement, you agree not to disclose the specific financial arrangement between you and Univera to any outside parties.
d. Payments will be made by way of the Refersion platform. It is your responsibility to maintain current payment and contact information on the platform. If there is any payment dispute between you and Refersion, the dispute must be resolved between you and Refersion alone.
5. Independent Contractor
You are an independent contractor, and not an employee, of Univera. You are responsible for performing the services described in the agreement, and for providing your own tools, equipment, and supplies. You shall not represent yourself as an agent of ours and you have no authority to bind us. You are responsible for obtaining all applicable licenses, permits, and insurance required for the performance of this Agreement. You represent and warrant that you have all such required licenses and permits. All activities and work performed under this Agreement will be at your own risk and liability.
You represent and warrant that you meet the definition of independent contractor under Washington and federal laws and that you are customarily engaged in an independently established business. You acknowledge that neither you nor any of your employees, if any, have any rights in or under any health, liability or disability or other insurance policies maintained by Univera, nor to any overtime, vacation, holiday, sick leave, or other benefits. You further acknowledge that neither you nor your employees, if any, have any right to claim unemployment compensation, workers’ compensation or disability compensation pursuant to this Agreement, or as a result of your relationship with us.
You shall be responsible for all self-employment, Social Security and other taxes, fines, penalties or other liability to the State of Washington or to the Internal Revenue Service of the United States or to any other entity with taxing jurisdiction relating to the payments hereunder, and you will indemnify and hold Univera harmless form any claim, loss, liability or expenses (including reasonable attorney fees) arising out of your tax obligations, including any claim against Univera by any taxing authority, or any claim by your employees claiming any wages or benefits from Univera. You agree to supply us with a valid Form W-9 upon request, and any payment may be conditioned upon the prior receipt of such W-9. Univera will not reimburse you for any expenses, fees, charges or other costs. You will keep any expense documentation for your own tax reporting purposes.
6. Grant of License and Restricted Use
a. Once you accept this Agreement, Univera grants you a non-exclusive, non-transferable, revocable right to use our banners, advertisements, links, trademarks, photography, branded materials, and logos solely for the purpose of advertising our website.
b. Univera has the option to exercise sole editorial discretion on how links to our website are worded or described on the affiliate's site, but Univera is not responsible for the creation or the content of the links on your site. You also agree to fully cooperate to work with us to maintain and manage links to our website.
c. Because of the constantly changing nature of our website, it is your responsibility to update and manage your links to our website. Univera is not responsible for alerting you as to when or how Univera anticipates changing the links or directions to content on our website.
7. Changes to This Agreement
Univera may change the content of this Agreement at any time. When a change to this Agreement occurs, Univera will notify you within 30 days, and you will thereafter be bound by such changes unless you terminate this Agreement before the changes take effect.
Univera will not sell, disperse, trade or otherwise disseminate your contact information to any organization without your permission.
9. Limitations of Liability
a. UNIVERA WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, 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 UNIVERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR YOUR COMMISSION PAYMENT, IN NO EVENT SHALL UNIVERA BECOME LIABLE TO YOU ARISING OUT OF ANY ACT OR OMISSION RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, IN AN AGGREGATE AMOUNT EXCEEDING THE TOTAL ADVERTISING FEES PAID TO YOU UNDER THIS AGREEMENT IN THE 12-MONTHS PRECEDING THE CLAIM(S).
b. Indemnification. You agree to indemnify and hold us harmless, as well as our employees, representatives, officers, agents and other affiliates, against any and all claims, suits, actions, or other proceedings brought against any of the foregoing based on or arising from any claim:
i. That our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party; or
ii. Resulting from your breach of this Agreement or resulting from your breach of any third party intellectual property right or misappropriation of any material, or resulting from any of your defamatory, libelous acts or resulting from your violation of any third party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by any indemnified party in connection with or arising from any such claim, suit, action, or proceeding.
10. Forum and Costs of Suit
a. In any proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorney fees, costs, and expenses before and at any trial, arbitration, bankruptcy or any other proceeding and in any appeal or review.
b. The parties acknowledge and agree that this agreement has been negotiated and entered into in the state of Washington. The parties expressly agree that this agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the state of Washington. Venue of any legal proceeding shall be in King County, Washington.
11. Use of User Generated Content
By posting about and tagging Univera on any digital media channel (hereinafter referred to as “Content”), you hereby confirm that the submission of your Content is governed by these Submission Terms:
a. You represent that you own the Content that you submit.
b. You are giving Univera a license to use the Content.
c. In connection with our marketing, advertising and promotional activities as they appear in any form, media, or technology, you hereby grant Univera a perpetual, nonrevocable, worldwide, royalty free, non-exclusive right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display any Content, including your name and other identifying information, any social media identifier, handle, profile picture, image, likeness, posts, statements or other information provided by you as Content. Univera will use our best efforts to credit the photographer whose work is displayed in all uses Univera makes of your Content. Univera may authorize our public relations and advertising agents and subcontractors to use your Content on our behalf, and not otherwise.
12. Prohibited Solicitation
Though you may have other services you provide to your clients, Univera is specifically paying you for advertising on an online platform only. Univera is not paying you for any activities in your state that are directed toward any followers you happen to have in your state. Please do not perform any activities on our behalf on the ground in your state. Univera is choosing to have you advertise for us online based on your online following and presence. Though it is not our responsibility to monitor your activities, if the advertising you perform for us is found to be outside the desired parameters above you will be contacted and if the activities continue your contract will be cancelled.
13. Health Claims
Participants in the Univera Affiliate Program are required to comply with FDA guidance for structure/function and disease claims in association with the promotion of herbal dietary supplements. If you are found to be making disease claims or unsubstantiated structure/function claims while promoting our products, your account will be cancelled or suspended until the claims are removed or brought into compliance.
For additional information, please review the following links:
o Structure/Function Claims
o FDA Guidance for Industry: Structure/Function Claims
In addition to this, you are only to recommend using products in accordance with their intended use and in ways that are within their safety recommendations. If you are in doubt about the suggested use of any product, please review each ingredient's product profile at www.newunivera.com
or contact Univera.
14. FTC Required Disclosures
You, as a participant in the Univera Affiliate Program, are required to disclose your relationship with Univera and generally comply with all applicable Federal Trade Commission (FTC) requirements for ad disclosures, as well as any state laws related to truth in advertising or unfair trade practices. By entering into this agreement, you are representing that you are familiar with these rules and how to comply with the rules and that you will strictly comply with these rules, as well as all other legal requirements. Regulations are subject to change, and it is your sole responsibility to stay current on these requirements. If you fail to comply with this Policy, Univera may take remedial action, require the post be edited or removed, or, in the case of refusal to edit/delete or for repeated noncompliance, terminate its relationship with you.
You can find more information at the following link:
o FTC’s Endorsement Guide