Affiliate Partner Agreement

WHEREAS, Fresh Start Retreat Centers Ltd. has established a program to recognize and reward individuals (hereinafter “Affiliates”) who refer new clients to (hereinafter “Fresh Start”) programs, and,

WHEREAS, Affiliates have the ability and desire to promote and market Fresh Start programs to third parties not previously clients of Fresh Start,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

  1. The Affiliate shall promote Fresh Start programs in accordance with the current promotional opportunity set forth in Appendix “A,” attached hereto and incorporated herein by this reference. In consideration of such referrals, Fresh Start shall pay to the Affiliate the bonus (as used in this Agreement, the terms “bonus” and “commission” are interchangeable and each shall include the other) set forth in Appendix “A.” The Affiliate Bonus Program set forth herein is restricted to a participant minimum 18 years of age.
  2. The Affiliate shall promote and market Fresh Start products using only promotional materials supplied by Fresh Start. The Affiliate acknowledges that such Fresh Start materials are the intellectual property of Fresh Start and are protected by trademark and/or copyright, and may not be reproduced without the express, written consent of Fresh Start. The Affiliate shall submit for approval of Fresh Start, prior to use, any marketing or promotional materials not provided by Fresh Start. Fresh Start shall not unreasonably withhold its approval of such materials, but Fresh Start shall have the exclusive right to determine the acceptability of such materials. In the event of use of unauthorized marketing materials, or misuse of Fresh Start approved marketing materials, Affiliates shall, upon demand being made by Fresh Start, promptly correct or remove any and all unauthorized marketing materials from their use, in any format. Failure to comply with Fresh Start approved marketing may, in the discretion of Fresh Start, result in the removal of the Affiliate from this program and forfeiture of any bonuses earned.
  3. Affiliates shall be compensated only for their own direct referrals and not for subsequent referrals made by those individuals. Affiliates shall not be entitled to referral fees based upon their own program purchase or participation in any capacity in their referrals programs. Affiliates shall be entitled to commissions for referrals made subsequent to the date of the Affiliate’s registration for the Affiliate Program only. No commissions shall be considered earned for any referrals made prior to Affiliate’s participation in this program.
  4. All Affiliate bonus payments shall be made in Canadian dollars. Payment of bonuses based upon payment for programs made in currencies other than CAD dollars shall be subject to conversion at exchange rates prevailing at the time of payment.
  5. Affiliates shall receive commissions for all clients who resister for any program listed at www.healthretreat.ca. Registrations made by referred clients shall be tracked to their referring Affiliate through the use of computer “cookies,” online Lead Referral form and linked to client’s profile in Infusionsoft by Keap CRM.
  6. 1st Cookie/Affiliate refer priority: if multiple Affiliates referred the same client, priority shall be given to the 1st one, and client is not able to change it. All Affiliates agree to honor the 1st referring partner.
  7. The Affiliate shall maintain their personal information current, including email, mailing address and T4A tax information, through the Affiliate website. The Affiliate shall be responsible for the accuracy of all Affiliate information entered into the website system. Fresh Start shall not be liable for errors in the entry of Affiliate information by Affiliates or by referred clients when registering for the Fresh Start programs through the Affiliate website link.
  8. If The Affiliate is inactive for over one-year period and does not respond to communications, Fresh Start reserves the right to deactivate or delete the Affiliate’s account. The Affiliate will have the opportunity to apply back into the program if he/she feels his/her participation will increase.
  9. Fresh Start will e-mail the Affiliate T4A form for any commission earnings for the previous year. The Affiliate agrees to file and remit any and all applicable federal or provincial tax returns and payments due on bonuses paid and shall hold Fresh Start harmless from any claims or demands for failure to report or remit taxes due by them for bonuses paid under this program. International Affiliates are responsible to file local tax, as per countries regulation. The Affiliate agrees to abide by the Fresh Start Terms and Conditions, Privacy and Anti-Spam Policies as posted on the Fresh Start website, and as modified from time to time.
  10. Affiliates acknowledge that in entering into this agreement the parties hereto are independent contractors and entities, and no partnership, agency, employment or representative capacity is created or intended hereby. Affiliates shall not represent themselves to be agents or representatives of Fresh Start.
  11. Affiliates may withdraw from the program at any time by notifying Fresh Start, in writing or by email at affiliate@healthretreat.ca. Withdrawal shall be effective upon receipt by Fresh Start of the Affiliate’s election to withdraw. All unpaid commissions will become void and the account will be deleted within 7 days.
  12. Fresh Start reserves the right to modify the terms of this Agreement from time to time. The Affiliate shall be notified by email of any material changes to the Agreement. Fresh Start reserves the right at any time, and in its sole discretion, to terminate this Agreement with regard to any individual Affiliate and the right to terminate the Internet Affiliate program in its entirety.
  13. Participation in the Affiliate Program shall be considered to be de facto proof of the Affiliate’s acceptance of all of the terms of the Agreement. This agreement sets forth all of the terms of the Internet Affiliate Agreement. No oral or written agreements or understandings not expressly set forth herein shall have any effect. This Agreement shall supersede all previous oral or written Affiliate Agreements, and the terms set forth herein shall be considered controlling. Should any individual term of this Agreement be deemed unenforceable, such invalidity shall not affect the enforceability of any remaining terms and conditions.
  14. Fresh Start shall have no liability for any direct, indirect or consequential damages or losses of revenues or profits arising under or relating to this Agreement or the Internet Affiliate Program.
  15. Affiliates acknowledge that information of a confidential and proprietary nature regarding clients they have referred to Fresh Start may be provided to Affiliates, either directly by such clients, or by the company, including client names, contact and financial or transactional information relating to referred registrations. Affiliates hereby acknowledge that any such confidential information disclosed to them shall remain the property of such clients and of Fresh Start, and that Affiliates shall hold in confidence all such confidential information, using it only for purposes authorized by Fresh Start or its clients related to such referrals and resulting registrations under this program, and shall not use such information for the Affiliate’s personal benefit or the benefit of any third party.
  16. Affiliates are not permitted to use any keyword-based advertising (such as search engine PPC) targeting a keyword of any of Fresh Start brands (For example, you may not target the keyword “Fresh Start Health Retreat, www.healthretreat.ca” in your PPC campaign or target Fresh Start’s facebook fan page).
  17. Any questionable behavior or conduct which is out of integrity with the Affiliate Program policies and procedures, or which is determined to be intended to undermine or avoid application of such policies and procedures, will be flagged and reviewed by Fresh Start Staff and the Affiliate Program management. If such Affiliate behavior is found to be suspicious activity (e.g. stating that Fresh Start cures or guarantees recovery of a particular health condition or symptom, negative representation of the company image, other misrepresentation etc.), in violation of our Agreement or conflicting with these terms, the Affiliate will be immediately removed from the program and commissions will not be issued.

Disclaimers

THE AFFILIATE PROGRAM AND CREATIVES, AND FRESH START PROGRAMS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, FRESH START EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

FRESH START DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR CREATIVES WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR CREATIVES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED.

FRESH START EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY PROVIDER NOT UNDER THE CONTROL OF FRESH START, AND THEIR PRODUCTS OR SERVICES.

AFFILIATE UNDERSTANDS AND AGREES THAT FRESH START DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS AND ATTESTS THAT NO REPRESENTATIONS OR CLAIMS WITH RESPECT TO EARNING HAVE BEEN MADE.

Limitation of Liability; Force Majeure

IN NO EVENT WILL FRESH START BE LIABLE UNDER ANY THEORY OF LAW FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT FRESH START HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

IN NO EVENT SHALL FRESH START BE LIABLE FOR ANY FORCE MAJEURE INCLUDING BUT NOT LIMITED TO ANY UNEXPECTED DELAYS OR UNAVAILABILITY OR INOPERABILITY OF THE CREATIVES INCLUDING AFFILIATE SPECIFIC LINKS OR OTHER TRACKING MEANS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, OR DAMAGE OF ANY KIND WHETHER DUE TO WEATHER, POWER OUTAGES, LABOR DISPUTES, INTERNET SERVICE DISRUPTIONS OF ANY TYPE, EQUIPMENT FAILURE, BUSINESS FAILURE OR BANKRUPTCY OR THE LIKE OF A SERVICE PROVIDER OR VENDOR, CIVIL UNREST, TERRORISM OR ACTS OF WAR, ACTS OF GOD, OR OTHER DISRUPTIONS OF ANY KIND BEYOND THE REASONABLE CONTROL OF FRESH START OR WHICH RENDERS FRESH STARTS PROVISION OF SERVICES OR COMPLETION OF ANY OTHER OBLIGATION HEREUNDER COMMERCIALLY IMPRACTICAL.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT FRESH START’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION UNDER ANY THEORIES OF LIABILITY, IS LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY FRESH START IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

APPENDIX A: CURRENT PROMOTIONAL OPPORTUNITY

Affiliate Bonuses – Qualification

Fresh Start reserves the right to add or discontinue programs, change the rate of commission and bonuses at any time. If terms change, Fresh Start shall notify the Affiliates about the updates by email. In case the program is discontinued,  the Affiliate will be notified about the transitional period, payouts cut off and required actions.

Canadian Affiliates must complete and submit T4A information form. It does not apply to International Affiliates. Receipt of an appropriate tax form is an absolute precondition to any commission payment.

If a T4A tax form is not received from an Affiliate, and commissions are payable, a Fresh Start representative will contact the Affiliate and issue a reminder of the tax form requirement.

Affiliates shall not be entitled to bonuses for referrals on sales for which a refund is made by Fresh Start. The Affiliate agrees to any adjustments/ clawbacks necessitated by such refunds to be made to his/her Affiliate account, if the commission already has been paid.

The following shall not be subject to bonus or commission: repeat visits, end of the stay balance, rescheduling/transfer fees, admin fees, tax or tax fees.

Commissions will be paid after the total payout reaches $250.00 CAD, paid on the next 20th of the next month. That payment will include 100% commissions earned preceding the payment.