Affiliate Program Terms & Policies
Affiliates will be paid when commissions reach either $50 or within the first 5 days of each new month. Whichever comes first. The Xhale For Life Affiliate Program Terms and Conditions TERMS AND CONDITIONS. PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND XHALE FOR LIFE (XHALEFORLIFE.ORG) BY SIGNING THIS AGREEMENT 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. Coupon Sites and other Affiliate sites are NOT allowed to publish coupon codes other than the 5% code generated specifically for their affiliate website. Publishing other codes is grounds for immediate termination and revoking of Xhale For Life affiliate link. Coupon site Affiliates WILL NOT be paid on sales generated from coupons offered other than their own. 1. Overview This Agreement contains the complete terms and conditions that apply to you becoming an Affiliate in The Xhale For Life’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and social media platforms and The Xhale For Life web site. Please note that throughout this Agreement "we," "us," and "our" refer to Xhale For Life; and "you," "your," and "yours" refer to the Affiliate. 2. The Xhale For Life Affiliate Program: You, as a Xhale For Life Affiliate, shall be compensated 10% of total sales when one of your followers uses your affiliate link and makes a purchase on the Xhale For Life website. THESE MUST BE UNIQUE VISITORS, meaning someone who is not currently a Xhale For Life customer. You will receive compensation from this unique customer for as long as they use the Affiliate promotion code. We reserve the right to terminate the Affiliate promotion code at any time. 3. Free Products Every month: The Xhale For Life shall send the Affiliate one (1) free product of the Affiliate’s choice. 4. Affiliate Link: As an Affiliate, you may advertise your affiliate link using graphics and text links online. You may use graphics and texts provided by us or create your own as long as it is appropriate (see condition 1). You may not use your own link to make purchases. 5. Revoking Affiliate Status: Affiliation will be cancelled if this contract is broken. Affiliation can be cancelled with no warning in cases of suspected fraudulent activity. If Xhale For Life affiliation is revoked, you cannot rejoin the program in the future. Affiliation can be immediately revoked for the following reasons regarding inappropriate/unsuitable content: • False advertisements concerning Xhale For Life • Spamming using your affiliate link • Using copyrighted materials on your website • Harassment or intimidation of others on your website • Content deemed to be graphic or explicit by Xhale For Life 6. Using “Xhale For Life”: “Xhale For Life” cannot be used as a part of an affiliate’s website domain, blog, Facebook account, YouTube channel, Twitter user name, Instagram handle, or any URL associated with the affiliate account. 7. Copyright and Trademark Infringement: Xhale For Life reserves the rights to seek legal action against affiliates that infringe our copyrights and registered trademarks, or that replicate our product designs under a different brand. 8. Terms of Agreement: The terms and conditions of this agreement will begin upon execution of this document and will end when your affiliate account has been terminated. The terms may be modified by us at any time. If you do not agree with any modifications, you may ask to have your affiliation cancelled. 9. FTC Guidelines: Affiliates must abide by all state and federal consumer protection laws and regulations including the Federal Trade Commission Act and the CAN-SPAM Act. The FTC 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.” Affiliates can read the full text here. We strongly encourage our affiliates to adhere to the FTC’s rules. We also reserve the right to terminate our relationship with any non-compliant affiliates. 10. False Statements: You may not make any misleading or false statements in your campaigns. To avoid conflicts and to protect the integrity of the Xhale For Life brand, Xhale For Life reserves the right to suspend any affiliates activities and thus their commissions for phrases that Xhale For Life determines to be untrue or inflammatory claims of our products, services or websites. 11. Promotional Codes: Affiliates may ask Xhale For Life to use up to a 5% discount code. This discount code must be created and approved by Xhale For Life. Affiliates’ own account will be reflected of any discount affiliate uses. Affiliates are restricted from using Xhale For Life promotional codes on coupon based websites such as GROUPON.COM, RETAILMENOT.COM, COUPONTRADE.COM or any other similar functioning sites. Xhale For Life reserves the right to change or delete a promotional code with or without notice when an affiliate code is misused in this manner. 12. Modification: We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Xhale For Life’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Xhale For Life's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes. 13. Payment: Xhale For Life uses a third party to track and calculate payment. The third party is the Refersion (Refersion.com) affiliate network. Kindly review the network’s terms and conditions. 14. Access to Affiliate Account Interface: You will create a password so that you may enter Refersion’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you. 18. Grant of Licenses: 14.1. We grant to you a non-exclusive, 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 authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Xhale For Life’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Xhale For Life and the goodwill associated therewith will be to the sole benefit of Xhale For Life. 14.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that 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. 19. Representations and Warranties: You represent and warrant that: 15.1. 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; 15.2. 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; 15.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 16. 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 REFERSION.COM'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. 17. Indemnification: You hereby agree to indemnify and hold harmless Xhale For Life, 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 attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) 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 (iv.) the loss or shut down of any social media platform including Instagram. 18. 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. 19. Miscellaneous: 20.1. 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 Refersion.com. 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 web site and social media platforms or otherwise, that reasonably would contradict anything in this Section. 20.2. 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. 20.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof. 20.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 20.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 20.6. 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. 20.7. 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.