Affiliate Agreement

This agreement is between New Attitudes Corporation, a Nevada corporation, dba WellenssCoach.com (“WellnessCoach.com”) and you (“Affiliate”).

This agreement describes the entire terms and conditions for participation in the WellnessCoach.com Affiliate Program. In this agreement, “sponsoring web site” refers to the web site from which you will link to the WellnessCoach.com website.

WellnessCoach.com is the sole and exclusive owner and/or licensee of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names, trademarks to all literary works, computer software programs, products, goods and services (including and all future versions thereof) herein after referred to as the “Product.”

You can add or remove links any time you wish:

You may add as many links to the WellnessCoach.com website, or remove such links, at any time and without prior approval from WellnessCoach.com.

Affiliate Sales Commissions:

If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate orders and pays for the Product or other goods or services sold by WellnessCoach.com in the future, WellnessCoach.com shall pay the Affiliate a sales commission determined in accordance with the schedule set forth herein.

  1. The commission is based upon the paid selling price of the purchased Product before tax and excluding returns (“Sales Commission”).
  2.  The purchase price of qualifying sales will count toward the total sales during the calendar month in which such sales are made. Only qualifying sales of the Product to a customer, and for which WellnessCoach.com has received full payment, will qualify for the Sales Commission.
  3. The total of such sales in any given month will generate the Sales Commission.
  4. WellnessCoach.com awards commissions in the amount of 50% on sales of digital products and 10% on sales of services.
  5. Commission checks are sent out once a month, on or near the first of the month, for sales during an entire calendar month. Thirty (30) days must elapse between the sale and the payment of the sales commission. For example, if a sale is reported on December 15, the sales commission check will be sent out on February 1.
  6.  Sales Commission Amounts totaling less than $100 for the month will be held until the next calendar month in which the cumulative sales commission due is equal to or exceeds $100, or until this agreement is canceled.
  7. Affiliate can check the status of commissions earned at any time by visiting the WellnessCoach.com site at the Affiliate link provided.
  8. If a refund is requested by a customer on a qualifying sale, the amount of the Sales Commission already paid to the Affiliate for such sale will be deducted from the next monthly payment sent to the Affiliate. If there is no next monthly payment for 3 consecutive months, the Affiliate will be billed for the sales commission amount previously paid to the Affiliate for such sale.

Delivery and Order Processing:

WellnessCoach.com will be solely responsible for processing every order placed by a customer following a special link from the sponsoring web site. Order forms, payment processing, shipping, cancellations, returns, and related customer service are the responsibility of WellnessCoach.com.

All of the rules, operating procedures and policies of WellnessCoach.com regarding customer orders and accounts will apply to orders we receive through special links on your sponsoring web site. WellnessCoach.com reserves the right to reject any order at its sole discretion.

Copyrighted Material:

The Affiliate is solely responsible for ensuring that your reviews and descriptions comply with all applicable copyright and other laws and shall hold WellnessCoach.com harmless for any violations thereof.

Customers of WellnessCoach.com:

Every customer who purchases a product is deemed to be a customer of WellnessCoach.com. WellnessCoach.com is not responsible for any representations made by the Affiliate that contradict our policies.

Pricing and Availability:

All prices shall be established by WellnessCoach.com. In case of any price discrepancies, the price charged to the customer will always be the price listed on the WellnessCoach.com website page linked from your sponsoring web site.

Operation of Web site and Processing:

WellnessCoach.com will make all reasonable efforts to keep its web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. WellnessCoach.com shall not be liable for any of the consequences of service interruptions that may occur.

Modification and Cancellation:

WellnessCoach.com reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, without prior notice, by posting said new terms on the WellnessCoach.com website. THE AFFILIATE ACCEPTS FULL RESPONSIBILITY FOR REGULARLY CHECKING THE WELLNESSCOACH.COM WEBSITE FOR UPDATED VERSION OF THIS AGREEMENT.

Independent Contractors:

The Affiliate is an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

Term and Termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either WellnessCoach.com or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s Web Site, all links to the WellnessCoach.com Site, and all WellnessCoach.com trademarks and logos, other WellnessCoach.com Marks and all other materials provided in connection with this Agreement.

We may reject your application or terminate you if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including, harmful, threatening, defamatory, obscene, sexually explicit harassing, or racially, ethically, or otherwise objectionable, such as sites that:

  • Promote sexually explicit materials;
  • Promote violence;
  • Promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age;
  • Promote illegal activities; or
  • Infringe or otherwise violate any copyright, trademark, or other intellectual property rights.

Compliance with Applicable Laws

You are solely responsible for the accuracy and appropriateness of all materials posted on Affiliate’s Web Site, and for ensuring that your activities and materials posted on Affiliate’s Web Site are not defamatory, in violation of copyright laws or otherwise illegal. You agree to indemnify and hold WellnessCoach.com harmless for any violations of the foregoing. WellnessCoach.com disclaims all liability for these matters.

Limitations of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, WELLNESSCOACH.COM 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 GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF WELLNESSCOACH.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL WELLNESSCOACH.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAYABLE TO YOU UNDER THIS AGREEMENT.

AFFILIATION AND COMPENSATION DISCLOSURES

As of December 1st, 2009, The Federal Trade Commission of the United States of America has set forth new Guidelines for Endorsements and Testimonials, demanding that all Endorsers and Testimonial Givers divulge the nature of their compensation and affiliation with the Product Company or manager.

Therefore as part of this affiliate agreement, you agree to ‘Clearly and Conspicuously’ divulge how you are monetarily compensated through your referral sales, and that you receive(d) any other compensation from WellnessCoach.com, monetary or otherwise, as the case may be, whenever you put forth any endorsement or testimonial in any media with the purpose of endorsing our products or services with the intent to sell them to consumers.

You further agree to use only the promotional materials that have been sanctioned by WellnessCoach.com and to take full responsibility for your own actions should you be investigated for not adhering to the Federal Trade Commission of the United States of America has set forth new Guidelines for Endorsements and Testimonials, and shall not hold WellnessCoach.com responsible in any way for actions or use of promotional materials not sanctioned by WellnessCoach.com

You further agree that you have read and understand the new Guidelines for Endorsements and Testimonials 16 CFR Part 255. (Which can be found at http://www.ftc.gov/os/2009/10/091005endorsementguidesfnnotice.pdf ) that the Federal Trade Commission of the United States of America has set forth and which go into effect on December 1st, 2009. And you also hereby agree to uphold ALL of the provisions contained in that document while endorsing or promoting products or services for WellnessCoach.com. Failure to do so may (at the sole discretion of wellnesscoach.com) result in immediate termination of your affiliate account, and forfeiture of any commissions accrued.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Mediation & Arbitration

If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in California. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration in California, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Mediation will be shared equally by each of us.

Miscellaneous

Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Affiliate may not amend this Agreement. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

Assignment. You may not assign your rights or obligations under this Agreement to any party.

Applicable Law. 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, rules and principles thereof.

Severability. 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.

Notices. Any notice required under this Agreement may be given by email, fax or written letter to the number or address you provide.

You acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.