Affiliate Program Agreement

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration from you. We have written the following affiliate agreement with you in mind, as well as to protect our Company’s good name. Please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results, please email us at [email protected].

Big love and hugs,

Becky & Jackie xx

SUMMARY

Do not apply if your website promotes sexually explicit materials, violence, discrimination and/or illegal activities.
We do not work with distributors or downloadable software, toolbars, browser helper objects, shopping assistance applications etc.
You must comply with the Australian Competitor and Consumer Commission’s (ACCC’s) Endorsement Guidelines.
Fraud will be policed and penalised.
Spamming is prohibited.
Paid search campaigns containing our trademarks are prohibited.
Cybersquatting and typosquatting are prohibited.

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND CORE BODY BUSINESS PTY LTD (TRADING AS BODY BEYOND BIRTH).

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Body Beyond Birth’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the Body Beyond Birth website (www.bodybeyondbirth.com). Please note that through this Agreement, “we”, “us”, and “our” refer to Body Beyond Birth, and “you”, “your” and “yours” refer to the Affiliate.

Affiliate Obligations

1. To begin the enrolment process, you will complete and submit the online application/agreement on the Body Beyond Birth website. The fact that we may approve an application does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
  1. Promotes sexually explicit materials.
  2. Promotes violence.
  3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  4. Promotes illegal activities.
  5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law.
  6. Includes misspellings in the Body Beyond Birth domain name.
  7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion.
  8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
  9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner that resembles our website nor design your website in a manner that leads customers to believer you are Body Beyond Birth or any other affiliated business.
  10. As a member of Body Beyond Birth’s Affiliate Program, you will have access to Affiliate Account Dashboard. Here you will be able to review our Program’s details. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
  11. Body Beyond Birth reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
  12. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and the notify you of any changes that we feel should enhance your performance.
  13. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You mut 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 (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
  14. We strongly advise affiliate to stay compliant with the Australian Competitor and Consumer Commission’s (ACCC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials on Body Beyond Birth’s programs, as well as relationships between other types of content websites (forums, blogs, microblogs, and other Social Media channels) and Body Beyond Birth must be clearly disclosed in a separate policy on the affiliate sites. ACCC points out that when there exists a connection between the endorser and the seller of the advertised product, it is imperative that such a connection is fully disclosed. ACCC deems the relationship in an endorser-sponsor light and believes that the end user has the right to understand that one exists. We share the underlying idea of this approach and strongly encourage our affiliates to adhere to the ACCC’s rules. We also reserve the right to terminate our relationship with any noncompliant affiliates.

Body Beyond Birth Rights and Obligations

1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Body Beyond Birth Affiliate Program.
2. Body Beyond Birth reserves the right to terminate this Agreement and your participation in the Body Beyond Birth Affiliate Program immediately and without notice to you should you commit fraud in your use of the Body Beyond Birth Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Body Beyond Birth shall not be liable to you for any commissions for such fraudulent sales.
3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.

Termination

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, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modification may include, but are not limited to, changes in the payment procedures and Body Beyond Birth’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Body Beyond Birth’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

General Description of the Affiliate Program and Payments

We will provide you with a specific link or links which correspond to certain products we are offering for sales (collectively, the “Link”). The Link will be keyed to your identity and will send online users to the Company’s website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by use and to display the Link prominently on your website or social media, as described in your Affiliate Application (collectively, the “Affiliate Site”).

Each time a user clicks through the Link posted on the Affiliate Site and complete the sale of the program or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive a percentage of the sale. (The percentage amount is the agreed amount at the time of the application and as detailed in the Affiliate Dashboard).

Specific Terms Applicable

We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject sales that do not comply with the terms of this Agreement.

Processing and fulfilment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website.

As described above, in order to be eligible for payout, use purchases must be “Qualified Purchases”. Qualified Purchases:

Must not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Link);
May not be purchased by an already-existing partner or affiliate of the Company;
May not be purchased prior to the Affiliate joining the Affiliate Program;
May only be purchased through a properly-tracking Affiliate Link;
May not be purchased by a customer in violation of any of our legal terms or Acceptable Use policy;
May not be fraudulent in any way, in the Company’s sole and exclusive discretion;
May not have been induced by the Affiliate offering the customer any coupons or discounts.

6.2 Payout Information

Body Beyond Birth pays Affiliates on a monthly basis based on the information captured through the Affiliate Program software. Payouts will be available the month after they accrue. For example, if payouts are made every month, an entire month period must finish for the payout of that period to be available in the following period.

We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.

For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

Access to Affiliate Account Dashboard

You will create a password so that you may access Body Beyond Birth’s secure affiliate account interface. Here you will be able to receive your reports that will describe our calculation of the commissions due to you.

Promotion Restrictions

1. You are free to promote your own websites, but naturally any promotion that mentions Body Beyond Birth could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Body Beyond Birth. For example, advertising commonly referred to as “spamming” in unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Body Beyond Birth so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Body Beyond Birth so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Body Beyond Birth. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Body Beyond Birth Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
2. Affiliates that exclusively bid in their Pay-Per-Click campaigns on keywords such as bodybeyondbirth.com, www.bodybeyondbirth.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to ours, will be considered trademark violators and will be banned from Body Beyond Birth’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice and on the first occurrence of such Pay-Per-Click bidding behaviour.
3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true and these are valid leads (ie sincerely interested in Body Beyond Birth’s programs).
4. Affiliate shall not transmit any so-called “interstitials”, “ParasitewareTM”, “Parasitic Marketing”, “Shopping Assistance Application”, “Toolbar Installations and/or Add-ons”, “Shopping Wallets”, or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks a qualifying link until such time as the consumer has fully exited Body Beyond Birth’s site (ie, no page from our site or any www.BodyBeyondBirth.com’s content or branding is visible on the end user’s screen). As used herein “ParasitewareTM” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracing cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links, and automatic pop ups that open Body Beyond Birth’s site; (d) targets text on website, other than those websites 100 percent owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100 percent owned by the owner of the application.
5. Affiliates that are found to be cybersquatting or typosquatting on trademark-related domains will be banned from the program with all their commissions reversed.

Grant of Licenses

1. We grant to you a nonexclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Body Beyond Birth’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Body Beyond Birth and the goodwill associated therewith will inure to the sole benefit of Body Beyond Birth.
2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene, or otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. 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.

Disclaimer

BODY BEYOND BIRTH MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BODY BEYOND BIRTH’S SERVICE AND WEBSITE OR THE PRODUCTS OR PROGRAMS PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF BODY BEYOND BIRTH’S PROGRAMS ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR 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 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.
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 we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Body Beyond Birth’s 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 commission fees paid to you under this agreement.

Indemnification

You hereby agree to indemnify and hold harmless Body Beyond Birth and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable lawyers’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect therefore) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement, which is marked “Confidential”, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

1. You agree that you are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Body Beyond Birth. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New South Wales (Australia) without regard to the conflicts of laws and principles thereof.
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
6. 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.
7. 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.