AFFILIATE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HYPERNATURAL SYSTEMS, INC. BY CLICKING THAT YOU AGREE TO THESE TERMS, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY CONTAINED HEREIN.
- Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Hypernatural’s Affiliate Program. The purpose of this Agreement is to allow linking between your website or social media accounts and the Hypernatural website. Please note that throughout this Agreement, “Hypernatural,” “we,” “us,” and “our” shall mean Hypernatural Systems, Inc., and “you,” “your,” and “yours” shall mean you, the affiliate.
- What You Have to Do as an Affiliate
- Link to Our Site:
- As a member of Hypernatural’s Affiliate Program, you will have access to the Affiliate Portal, located at https://hypernatural.getrewardful.com/. At this site you will be able to access a unique URL that allows you to link to particular pages within the Hypernatural website (“Affiliate Link”). In order for us to accurately track and provide you credit for end-user visits attributable to you, you must use the Affiliate Link.
- We have the right to monitor your website and social media posts as we feel necessary to make sure that your links to our website and any advertisements of Hypernatural are appropriate, and to notify you of links or posts that you must modify or remove.
- Give Us Your Full Cooperation: You agree to cooperate with us fully to establish and maintain any of your links to the Hypernatural website. Any failure by you to: (i) use the Affiliate Link, (ii) follow our instructions in such use, (iii) attempt to modify the Affiliate Link, or (iv) modify or remove a link or advertisement as requested shall be a violation of this Agreement and grounds for termination, in Hypernatural’s sole discretion.
- Maintain Your Site: The maintenance and the updating of your website and social media posts is your responsibility. Because Hypernatural is updated often, it may be necessary for you to update the content associated with your posted Affiliate Links to maintain consistency and accuracy. We may monitor your website and social media posts as necessary to make sure it is up-to-date and to notify you of any changes that should be made.
- Follow All Copyright Laws: It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your website and social media posts. 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 if you use another person’s copyrighted material in violation of the law.
- What You Need to Know and Understand as an Affiliate
- We Can Monitor Your Site: You give us the right to monitor your website and social media posts at any time to determine if you are following the terms and conditions of this Agreement, and to notify you of any changes you should make to remain in compliance. Failure to comply is a violation of this Agreement and grounds for termination.
- We Determine Customer Policies: Customers who purchase products from us through an Affiliate Link shall be considered customers of Hypernatural. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.
- You Must Accurately Represent Us: You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that: (i) contains false, confusing, or misleading statements about or references to us, (ii) makes reference to Hypernatural or provides the Affiliate Link in connection with the sale or advertisement of a third party’s product or service, or (iii) that modifies, alters, or otherwise misuses Hypernatural’s name or marks, as determined in our sole discretion.
- Starting Date of this Agreement: This Agreement will begin upon our acceptance of your Affiliate application.
- How this Agreement can be Ended: 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 or email.
- We Can Modify this Agreement: We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email. Modifications may include, but are not limited to, changes in the scope of Referral Fees (defined below), payment procedures, and Hypernatural’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Hypernatural’s Affiliate Program following the posting of the change notice or new agreement on our site shall indicate your agreement to the changes.
- What You Receive as an Affiliate
- You Earn Referral Fees: Except in states in which such a transaction is not permitted, you are eligible to earn Referral Fees during the term of this Agreement. The exact amount of Referral Fee due to you for any given month will be calculated in the following manner:
- The “Referral Fee” shall be calculated as, for each end-user that enters into a paid subscription with Hypernatural for the first time from your Affiliate Link, 20% of Net Revenue received by Hypernatural from such end-user during the 12 months following execution of such paid subscription. Only paid subscriptions entered into during the same session in which an end-user links through the Affiliate Link will qualify. Final determination as to whether to accept an end-user as a customer is in our sole discretion. “Net Revenue” means the revenues actually received by Hypernatural, exclusive of: (A) sales, excise and similar taxes; and (B) returns, refunds, chargebacks, allowances, discounts, and adjustments.
- Payment of your Referral Fee shall be made on a monthly calendar basis, within 30 days after the end of each such calendar month, but only if your unpaid, cumulative monthly Referral Fee earnings exceed $20. If your unpaid, cumulative monthly Referral Fee earnings are less than $20, they will be rolled to the following month. If this Agreement terminates, any Referral Fee due at the time of termination will be paid within 60 days after the end of the month following termination to ensure that the correct amount is paid.
- If we determine that payment of Referral Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Referral Fees for any sales made in that jurisdiction.
- You Will Be Given Access to the Affiliate Portal: You will be given account credentials so that you may enter our Affiliate Portal. The Affiliate Portal includes reports describing our calculation of the Referral Fee due to you, and may include additional content or guidelines for you to use as an affiliate.
- Grant of Licenses
- Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (i) grant your end-users or followers access to our site through the Affiliate Link, and (ii) solely in connection with such activities, to use the Affiliate Link. You may not alter, modify, or change the Affiliate Link in any way. You are only entitled to use the Affiliate Link to the extent that you are a member in good standing of Hypernatural’s Affiliate Program.
- You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.
- Each party agrees not to use the other’s proprietary materials in any manner that is disparaging 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. Either party may revoke this license at any time by giving the other party written notice. 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.
- More Things You Need To Know and Understand as an Affiliate
- Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING HYPERNATURAL. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties: You represent and warrant to us that:
- 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;
- 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; and
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability: WE WILL NOT 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 YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR 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 REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT.
- Indemnification: You agree to indemnify and hold harmless Hypernatural and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against Hypernatural based on or arising from any claim resulting from your breach of this Agreement. 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 Hypernatural in connection with or arising from any such claim, suit, action, or proceeding.
- Miscellaneous:
- Each party shall be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.
- You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. We are is free to assign this Agreement.
- This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
- You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
- This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- 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.
- 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.