SUPERFIT HERO, LLC.
AFFILIATE PROGRAM TERMS AND CONDITIONS
By participating in the Program, Affiliate agrees to use the Program in the manner specified herein, and to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.
These Terms and Conditions constitute and agreement made and entered into as of the date identified below (the “Effective Date”), by and between Superfit Hero LLC (“Superfit Hero”), and the affiliate (“affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
1. Enrollment In The Program.
The purpose of this Program is to promote the sale of products offered on our Website (the “Purpose”). To begin the enrollment process, you will submit a complete application via our Website. We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion.
Independent Affiliate may generate and post content (including, without limitation, text, videos and images) regarding Superfit Hero brand and Superfit Hero products on Independent Affiliate’s website and/or on Affiliate's Instagram, Instagram Story, Twitter, Facebook, blog, YouTube, TikTok, Pinterest, etc. (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
To permit accurate tracking, reporting, and accrual of commission credits, we will provide you with special "tagged" link formats ("Tracking Links"). You must ensure that each link between your Content and our Website is a Tracking Link. You will only earn commission on sales that originate through your Tracking Links. We are not responsible for any failure by you to use Tracking Links.
Independent Affiliate agrees to:
Comply with all applicable laws and regulations.
Determine, in their discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize their own equipment, tools and other resources in performing the Services, but Superfit Hero may provide to Independent Affiliate certain informational materials to facilitate the creation of Independent Affiliate's created content such templates and other materials are collectively referred to as the “Superfit Hero Materials”.
2. Restrictions.
Independent Affiliate agrees that they will not:
Make any derogatory statements about Superfit Hero and/or Superfit Hero products.
Resell or distribute any Superfit Hero products, including those received for free or as gifts, for commercial purposes.
Promote Superfit Hero products, the Superfit Hero brand, or the Program via any paid media channels including but not limited to paid search terms, retargeting ads, Google shopping ads, and Facebook ads.
Promote Superfit Hero products, the Superfit Hero brand, or the Program via any website, content, media, social media, or electronic presence or resource, or in connection to any content that may be considered pornographic, lewd, offensive, or discriminatory.
Promote Superfit Hero products, the Superfit Hero brand, or the Program via any website, media, social media, or electronic presence or resource, or in connection to any content that may be considered to promote diet supplements, weight loss, or diet culture in any way.
Share Tracking Links on any unauthorized website including deal/coupon sites, content aggregators or any website not under the control of Affiliate or previously approved in writing by Superfit Hero.
Engage in any fraudulent transactions, as reasonably determined by Superfit Hero, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control.
Enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframe, hidden frame or redirect.
Issue or post any press release or other broad based communication regarding your participation in the Program without our consent.
Promotion via paid traffic, re-targeting, discount and/or coupon sites, or any other method that we deem inappropriate or fraudulent will result in commissions being denied and potential removal from the program. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith.
3. Commission.
Subject to the terms and conditions of this Agreement, you will be eligible to earn commission credits on certain product sales in accordance with Sections 5 and 6 below. For a product sale to be eligible for commission credits, the customer must follow a Tracking Link from your Content to our Website, select and purchase the product using our ordering system, accept delivery of the product at the shipping destination, and remit full payment to us.
4. Earning Commission Credits.
You will accrue commission credits based on Qualifying Revenues according to commission credit rates established by us which may change from time to time. "Qualifying Revenues'' are revenues from sales of products, after reduction for discounts, coupons and/or gift card redemptions, as a result of purchases made by visitors to our Website that come directly through your Tracking Link. "Qualifying Revenues'' do not include gift card purchases, shipping & handling, gift wrapping or taxes. Additionally, commissions will not be paid on items that are returned and/or refunded to customers, or on purchases from repeat customers via your Tracking Links. Commissions will be approved within 45-60 days. This commission rate will be outlined in your specific program and is subject to change without notice. We may invite affiliates to earn higher commissions based on performance or other factors as determined by Superfit Hero. We may from time to time run specials promotions with higher rates. We may exclude certain products from the Program including but not limited to products that are being sold to raise funds for a nonprofit partner and/or heavily discounted items. Any changes in commission rates will not affect sales already completed.
5. 30 Day Cookie
The Program uses a 30 day cookie. This means that if a customer clicks through your Tracking Link to our Website, you will be eligible for commission credits on Qualifying Revenues related to purchases made by such visitors within 30 days of such visitor’s clicking on your Tracking Link.
6. Commission Payment.
No commission will be earned or payable unless and until you have accrued commission credits of at least $10.00.
We pay commission on a monthly basis. On the third week of each calendar month, we will send payment equal to the commission credits accrued above the $10.00 minimum threshold. If your balance of commission credits is less than $10.00, we will hold payment of commission until your accrued commission credits exceed $10.00.
If a product that generated commission credits is returned by the customer, we will deduct the corresponding commission from your commission credits.
If your account is inactive for more than six months and you have not yet reached the $10 threshold, we will delete your commission credits and may remove you from the Program.
Except as set forth in this Agreement, commission credits shall have no value and are not redeemable in any way for cash or merchandise.
Commission payments are made via PayPal. You are solely responsible for providing us with valid credentials for your PayPal account and ensuring that your banking details are set up with PayPal properly to receive such payments. All PayPal fees related to your commission payment will be deducted from your payment amount. Any payments that are not received due to an error on your part or an error with PayPal or your corresponding bank are not our responsibility and will not be repaid.
7. Policies And Pricing.
Customers who buy products through the Program will be deemed to be customers of Superfit Hero, LLC. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
8. Confidentiality.
“Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Superfit Hero's business technology, business relationships or financial affairs which Superfit Hero has not released to the general public, including details about this Program. Confidential Information also includes information received in confidence by Superfit Hero from its customers or suppliers or other third parties.
Independent Affiliate will not, at any time, without Superfit Hero's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Superfit Hero, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Superfit Hero. Independent Affiliate will cooperate with Superfit Hero and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Affiliate will deliver to Superfit Hero all copies of Confidential Information in Independent Affiliate's possession or control upon the earlier of a request by Superfit Hero or termination of this Agreement for any reason.
Information of Third Parties. Independent Affiliate understands that Superfit Hero is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Superfit Hero to protect or refrain from use of Confidential Information. Independent Affiliate agrees to be bound by the terms of such agreements in the event Independent Affiliate has access to such Confidential Information.
9. Intellectual Property Rights.
Except for Independent Affiliate's limited right to use the Superfit Hero Materials solely in connection with performing the Services, Superfit Hero retains all right title and interest in the Superfit Hero Materials, including all related intellectual property rights. Superfit Hero hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display Superfit Hero's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Independent Affiliate agrees that any use of the Marks:
Will comply with Superfit Hero's quality standards and trademark guidelines, which may be provided by Superfit Hero to Independent Affiliate from time to time.
Will solely inure to the benefit of Superfit Hero. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Affiliate agrees not to (a) attack the Marks or assist anyone in attack in the Marks, and (b) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith.
10. Federal Trade Commission Requirements.
Independent Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Affiliate's provision of the Services hereunder. Independent Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Superfit Hero products, the Superfit Hero brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
11. Representations and Warranties.
Independent Affiliate represents and warrants that:
They are at least 18 year of age and legally allowed to live and work in their country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Superfit Hero Materials;
The Content and Other Developments are Independent Affiliate's original work;
Use of the Content and Other Developments by Superfit Hero will not infringe or involve the misappropriation of any third party rights;
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Affiliate;
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Superfit Hero for any Content or Other Developments or any content or material incorporated therein to any third party;
They will comply with all applicable laws, rules and regulations, including the Guides.
12. Indemnification.
Affiliate shall indemnify and hold Superfit Hero, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Affiliate's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
13. Term.
“Effective Date” means the date Superfit Hero approves Affiliate for the Program and provides them with their Tracking Links. This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement with cause immediately upon breach of this agreement; without cause with one week or seven (7) days written notice by email. Superfit Hero may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
14. Independent Contractor.
Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of Superfit Hero and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Superfit Hero. Superfit Hero does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically.
15. Limitation of Liability.
IN NO EVENT SHALL SUPERFIT HERO, LLC, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “SUPERFIT HERO PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE SUPERFIT HERO PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SUPERFIT HERO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE SUPERFIT HERO PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
16. Modification.
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available commission credits, commission credit rates, payment procedures, and Program rules. We typically announce substantive changes to the terms of this agreement by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following our posting of a change notice or new agreement on our Website will constitute your binding acceptance of the change.
17. Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within San Bernadino County, California.
18. Arbitration.
The parties hereto will attempt to settle any claim or controversy arising out of or relating to this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation, including, but not limited to, referring such claim or controversy to such party’s Chief Executives or persons in similar roles. At any time before or during such negotiations, or following any unsuccessful negotiations, either party may by written notice to the other demand that the dispute be submitted to mediation. When such a demand is made, the parties shall within ten days jointly make arrangements for the mediation of the dispute in San Bernadino County, CA. If the dispute has not been resolved within 60 days of any written demand for mediation, or within a longer time period to which the parties may agree, the dispute shall be submitted to binding and final arbitration.
19. Notices.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received upon delivery notification.
20. Miscellaneous.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Superfit Hero to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Superfit Hero unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Superfit Hero and Independent Affiliate, this Agreement constitutes the entire agreement between Independent Affiliate and Superfit Hero with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Affiliate without the express written consent of Superfit Hero. Superfit Hero may assign any or all of its rights and obligations under this Agreement without Independent Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Superfit Hero's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.