Theramu Affiliate Agreement
Theramu, LLC and the Affiliate agree:
1. Appointment. The Advertiser would like the Affiliate’s assistance in promoting / offering / selling the Advertiser’s products via their social media accounts. The Advertiser hereby appoints the Affiliate as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.
2. Term. This Agreement shall have an initial term of one year and shall automatically renew for additional one-year terms thereafter unless either party provides thirty days prior written notice of its intention of nonrenewal.
3. Deliverables. The Affiliate will deliver the agreed number of posts on the agreed platforms on behalf of the Advertiser according to the delivery schedule specified by the Advertiser. The Services shall conform to the specifications and instructions of the Advertiser, abide by the rules of the relevant social media platforms, and are subject to the Advertiser’s acceptance and approval.
4. Cancellation. Either party may terminate this agreement upon ten days prior written notice if the other party breaches this agreement and does not cure such breach within such time period. In addition to any right or remedy that may be available to the Advertiser under this agreement or applicable law, In addition, in the event that the Affiliate has breached this agreement, the Advertiser may (i) immediately suspend, limit or terminate the Affiliate’s access to any Advertiser account and/or (ii) instruct the Affiliate to cease all promotional activities or make clarifying statements, and the Affiliate shall immediately comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party.
5. Collateral Details. The Advertiser shall provide the necessary content and briefing materials to enable the Affiliate to perform the Affiliate marketing services. If the Affiliate has obtained employees or agents (the “Affiliate Personnel”), the Affiliate shall be solely responsible for all costs associated with the Affiliate Personnel.
6. Items to Avoid in Affiliate Posts: The Affiliate agrees to avoid mentioning or disparaging competitor brands, and must abstain from making any specific claims regarding treatment or cure for any specific ailment or condition. The Affiliate agrees all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).
7. Approval and Content Origination: The Affiliate understands that all promotions and products they promote as part of this agreement are controlled by the Advertiser. The Affiliate assumes all responsibility for verifying that the campaign materials used meet the Advertiser’s approval.
8. Confidentiality and Exclusivity. During the course of the Affiliate’s performance of services for the Advertiser, the Affiliate may receive, have access to and create documents, records and information of a confidential and proprietary nature to the Advertiser and customers of the Advertiser. The Affiliate acknowledges and agrees that such information is an asset of the Advertiser or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of the Advertiser and its clients must be kept strictly confidential and used only in the performance of the Affiliate’s duties under this Agreement. The Affiliate agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the Advertiser or as otherwise directed by the Advertiser in the course of the Affiliate’s performance of services under this Agreement, and thereafter only with the written permission of the Advertiser. Upon termination of this Agreement or upon the request of the Advertiser, the Affiliate will return to the Advertiser all of the confidential information, and all copies or reproductions thereof, which are in Affiliate’s possession or control. The Affiliate agrees that during the tenure of this contract, the Affiliate will not undertake Affiliate marketing for a competitor in the same vertical as the Advertiser.
9. Compensation. In full consideration of the Affiliate’s performance, his / her obligations and the rights granted herein, the Affiliate shall be paid the amount agreed upon between the Affiliate and Advertiser. The Affiliate will otherwise perform the services at his/her own expense and use his/her own resources and equipment. The Affiliate acknowledges that the agreed upon compensation represents the Affiliate’s entire compensation with respect to this agreement and the Advertiser shall have no other obligation for any other compensation to or expenses or costs incurred by the Affiliate in connection with the performance of its obligations under this agreement.
10. Material disclosures and compliance with FTC Guidelines. When publishing posts/statuses about the Advertiser’s products or services, the Affiliate must clearly disclose his/her “material connection” with the Advertiser, including the fact that the Affiliate was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Affiliate makes about the Advertiser or the Advertiser’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. The Affiliate’s statements should always reflect the Affiliate’s honest and truthful opinions and actual experiences. The Affiliate should only make factual statements about the Advertiser or the Advertiser’s products which the Affiliate knows for certain are true and can be verified.
11. Payment Terms. Payment can be made electronically via bill.com or mailed check to the address given by the Affiliate. Payments will be issued on or about the 10thof each month for the previous calendar month’s qualified earnings. All captured traffic, conversions, and referrals for qualifying orders (defined as orders placed via Affiliate’s unique referral link or using Affiliate’s unique coupon code) will be tracked and viewable by both parties in the theramu.com AffiliateWP backend. Affiliate’s personal orders will not qualify for payment.
12. Force Majeure. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
13. Independent Contractor. The Affiliate is retained as an independent contractor of the Advertiser. The Affiliate acknowledges and agrees that (i) The Affiliate is solely responsible for the manner and form by which the Affiliate performs under this Agreement, and (ii) The Affiliate is a self-employed individual, who performs services similar to the services outlined in the attached Schedule of Services for various entities and individuals other than the Advertiser. The Affiliate is responsible for the withholding and payment of all taxes and other assessments arising out of the Affiliate’s performance of services, and neither the Affiliate nor any of the Affiliate’s employees or independent clients shall be entitled to participate in any employee benefit plans of the Advertiser.