Salvation Nutraceuticals inc., a Wyoming corporation, (hereinafter referred to as Kudo or Kudo Snacks) is engaged in the business of formulating, manufacturing, marketing and selling nutritional products and supplements. Kudo Snacks desires to retain you as a Kudo snacks affiliate, subject to the terms and conditions set forth below.
This agreement between Kudo Snacks and you (this agreement) contains the complete terms and conditions that apply to (1) your participation as Kudo Snacks Affiliate, and (2) the establishment of links from your personal affiliate website, and Kudo Snacks official website, kudosnacks.com.
Customer: The user sent to Kudo Snacks website via your Affiliate link. You: The Kudo Snacks Affiliate candidate who will be advertising links/promotions of Kudo Snacks Products from his or her Affiliate website to Kudo Snacks website.
Enrollment in the Kudo Snacks Affiliate Program
Upon agreement to our following terms and conditions, your Kudo Snacks Affiliate link will be live and ready for use.
Term and Termination
The terms of this Agreement shall commence immediately upon acceptance of our policies and shall continue until the Agreement has been terminated by either party. Either party may terminate this Agreement without cause. You agree to provide thirty (30) days advance written notice to Kudo Snacks of your termination of this Agreement. Kudo Snacks may terminate this Agreement immediately without advance notice. Upon termination by Kudo Snacks, Kudo Snacks may (i) immediately suspend, limit or terminate your access to any Kudo Snacks account, and (ii) instruct you to cease all promotional activities or make clarifying statements, upon which instruction you agree to immediately comply.
Material Disclosures and Compliance with Federal Trade Commission (“FTC”) Guidelines
The FTC has clearly defined best practices for affiliate marketers, and you must comply with these practices while performing your duties as an Affiliate.
Download and review the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising: http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, and the FTC’s Disclosures 101 for Social Media Influencers: https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf
When publishing posts/statuses about Kudo Snacks or Kudo Snacks Products or services on your website, social media, video format or any other medium, you must clearly disclose that you are a Kudo Snacks Affiliate and your “material connection” to Kudo Snacks, including that you were given any consideration, were provided with certain experiences or are being paid for a particular service. The above disclosure should be clear and prominent and made near any statements that you make about Kudo Snacks or Kudo Snacks products. This disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via Hashtags, e.g., #sponsored.
Your statements should always reflect your honest and truthful opinions and actual experiences. You should only make factual statements about Kudo Snacks or Kudo Snacks Products that you know for certain are true and can be verified. You must not misrepresent yourself as a "typical result" or as a "typical customer" when you promote Kudo Snacks. You must be transparent and authentic.
You agree to avoid sites or use verbiage making medical claims regarding Kudo Snacks or services (i.e., "the curing or recession of a disease or ailment").
All blog posts, social media statuses, tweets and/or comments should be in good taste and free of profane or inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, national origin, disability, sexual orientation, physical disability or age. To that end, you agree to avoid sites that promote in any way (i) sexually explicit material or violence; (ii) discrimination based on race, gender, religion, national origin, sexual orientation, physical disability or age: (iii) illegal activities; and (iv) hate speech or hate of any kind.
You agree to act professionally and positively when promoting Kudo Snacks products, to maintain the highest ethical standards and to avoid even the appearance of impropriety.
You agree that you will not utilize spam, or send junk or unqualified traffic, in promoting Kudo Snacks and Kudo Snacks Products. This includes twitter spam and social media spam. Doing so will result in the immediate termination of your account with a cancellation of any pending commissions.
For purposes of this Agreement, spam is defined as emailing anyone regarding Kudo Snacks, in bulk or by single mailing, who has not specifically requested the information directly from you. Any type of advertisement about Kudo Snacks posted to a newsgroup or chat room not sponsored by the Kudo Snacks Affiliate program is considered spam.
An exception to this definition is mailing to appropriate opt-in mailing lists when the source does the mailing on your behalf. However, you must use extreme caution when choosing an opt-in mailing list company. Using anything but the most reputable sources could generate spam complaints against Kudo Snacks or the Kudo Snacks Affiliate Program, resulting in your suspension or termination.
You may include information about Kudo Snacks in email acknowledgement messages for orders and inquiries that you receive so long as it is stated up front that you will be sending them an acknowledgement.
Coupon Code and Sites
You must not post personal coupon codes on any coupon code sites or forums or on any Kudo Snacks social media advertisements, promotions or any other Kudo Snacks Affiliate pages, posts or groups. To do so is in violation of this Agreement, which will disqualify you from receiving your commissions and may result in your suspension or termination from the Kudo Snacks Affiliate Program. Kudo Snacks reserves the right to disable any code that is found or promoted on any coupon code site, including Reddit or any other social media forum dedicated to coupon codes and discounts.
You will earn commission based upon your level in the Kudo Affiliate program which includes any completed orders for products made by Customers using the tools provided to you by Kudo Snacks to make those orders, such as promo codes, store links and sampler links. You will also make commission based upon your level in the Kudo Affiliate program on your own personal product orders and your level one affiliate orders. The level and amount of commissions earned will be based upon your total of lifetime sales each month. Commission payouts will be paid through PayQuicker. The type of PayQuicker payout option will be determined by you and will be paid by Kudo Snacks on the 15th of each month. If you join at any time in a certain month, your commission payout will occur on the month following your join date.
Promotion of the Kudo Snacks Affiliate Relationship
As a Kudo Snacks Affiliate, Kudo Snacks will make available to you resources (each of these resources sometimes being referred to herein as "Resources" or, individually, as a "Resource") and banners, which, subject to the terms of this Agreement, you may display as often and in as many areas on your site as you desire and with Kudo Snacks consent. The Resources will serve to identify your site as a member of the Kudo Snacks Affiliate program and will establish a Resource from your site to the Kudo Snacks site.
Subject to the terms of the clause below, Kudo Snacks will provide you with graphic images, text or assets provided by us (and subject to change from time to time at Kudo Snacks sole discretion). These Resources & tools will connect your site directly to Kudo Snacks site. By utilizing these Resources, users of your site will be able to order directly from Kudo Snacks any products that were described or referenced on your site.
You agree that Kudo Snacks may update, edit, modify and add its logo to any photos that you send to Kudo Snacks. It is your responsibility to obtain approval from the photographer before you send the photos to Kudo Snacks.
In utilizing the Resources, you agree that you will display on your site only those graphic images (indicating a Resource) that are provided by us, or that you create in good taste as determined by Kudo Snacks. All Resources may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of Kudo Snacks and you. You agree that each Resource connecting users of your site to the pertinent area of the Kudo Snack site will in no way alter the look, feel or functionality of Kudo Snacks' site.
You agree to refrain from using Kudo Snacks or Kudo in your username on any social platform (Instagram, Facebook, Twitter, etc)
Kudo Snacks Responsibilities
Kudo Snacks is responsible for providing all information necessary to allow you to make appropriate links from your site to the Kudo Snacks' site. Kudo Snacks is solely responsible for processing every order placed by a customer following a special link from your site, for tracking the volume and number of sales generated by your site and for providing you information regarding sales statistics. Kudo Snacks is responsible for order entry, payment processing, shipping, cancellations, returns and related customer service.
Your Legal Responsibilities
You agree to comply with the FTC guidelines and marketing regulations referenced above and with Kudo Snacks’ Affiliate Social Media Policy. You are solely responsible for ensuring that reviews, descriptions and articles on your site comply with applicable FTC disclosure, copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. You agree that Kudo Snacks is not responsible for any such violations on your part as contemplated herein. For additional information regarding your responsibility to ensure proper FTC disclosures and to comply with all FTC guidelines, please visit the FTC website.
Compliance with this Agreement
Kudo Snacks has the right in its sole discretion to monitor your site at any time to determine if you are following the terms of this Agreement.
Kudo Snacks will monitor for FTC compliance to ensure that your disclosures are adequately added and that you are complying with FTC guidelines. You are expected to comply with all FTC guidelines as linked above in line item #4.
Contest and Promotions
You are entitled to participate in and promote on your site any sweepstakes, contests and special promotions that Kudo Snacks may offer. You may earn commissions that are derived only from offers and promotional tools provided explicitly by Kudo Snacks for use on your site.
The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this Agreement and your removal as a Kudo Snacks Affiliate.
Kudo Snacks is not responsible for the cost, shipping or promotion of your personal giveaways. You are responsible for the purchase, shipping and advertising of items for your personal giveaways.
Report of Sales
You will be given a username and password and have the ability to enter a password-protected Kudo Snacks Snack Office (Commission Portal) to receive your sales statistics on a daily basis.
Policies and Pricing
Customers who buy Kudo Snacks Products through Kudo Snacks Affiliate Program codes will be deemed to be customers of Kudo Snacks. Accordingly, all of Kudo Snacks rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. Kudo Snacks may change its policies and operating procedures at any time. For example, Kudo Snacks will determine the prices to be charged for its products sold under the Kudo Snacks Affiliate Program in accordance with its own pricing policies. Kudo Snacks prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should update pricing often or not include price information in your product descriptions.
You will not make any personal appearances or create, publish, distribute or permit any written material that refers to Kudo Snacks without first submitting such material to Kudo Snacks and obtaining Kudo Snacks written consent.
Licenses and Use of Kudo Snacks Logos and Trademarks
KUDO SNACKS GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS ITS SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE ITS LOGOS, TRADE NAMES, TRADEMARKS AND SIMILAR IDENTIFYING MATERIAL RELATING TO KUDO SNACKS (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE KUDO SNACKS AFFILIATE PROGRAM.
Promotion of Products on Prohibited Sites
Promotion or sale of Kudo Snacks Products through Google Shopping, Amazon, eBay, or other product listing ads or sites (either owned or not owned by you) is prohibited unless express written permission is provided by Kudo Snacks.
Confidentiality and Non-Disclosure
Kudo Snacks may disclose certain of its confidential and proprietary information (the "Confidential Information") to you. Confidential Information shall include all data, materials, products, production methods, proprietary vendors, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, training materials and other information disclosed or submitted, orally, in writing or by any other media, to you by Kudo Snacks. All Information disclosed orally shall be considered Confidential Information, unless identified as non-confidential by Kudo Snacks at the time of disclosure. Nothing herein shall require Kudo Snacks to disclose any Confidential Information to you.
You agree that any Confidential Information disclosed to you by Kudo Snacks will not be shared with others in person, by email, through social media and in any other manner or through any other medium. You agree that Information provided to you by Kudo Snacks will not be photographed, recorded or reproduced in any way on social media. This includes but is not limited to Kudo Snacks Affiliate training material, e-mail correspondence and written correspondence.
You agree that the Confidential Information is confidential and proprietary to Kudo Snacks, and that you shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of the business of Kudo Snacks and shall disclose it only to its officers, directors, or another Kudo Snacks Brand Ambassador with a specific need to know and only disclosed as instructed by Kudo Snacks. You will not disclose, publish or otherwise reveal any of the Confidential Information received from Kudo Snacks to any other party whatsoever except with the specific prior written authorization of Kudo Snacks. You shall not duplicate Confidential Information furnished in tangible and intangible form except for purposes of this Agreement. Upon the request of Kudo Snacks, you shall return all Confidential Information received in written or tangible form, including any information copies, or reproductions, taken from Kudosnacks.com, within fifteen (15) days of such request. If you disclose, publish, or otherwise reveal any information, media or idea from Kudo Snacks or Kudosnacks.com, you agree to pay $5,000 to Kudo Snacks as and for liquidated, estimated and stipulated damages, to be paid within thirty (30) calendar days. At your option, you may destroy any documents or other media developed by you containing Confidential Information. You shall provide a written certificate to Kudo Snacks regarding such destruction within ten (10) days thereafter.
You may not at any time disclose any sales, financial figures, costs or profit with anyone within Kudo Snacks or outside of it without the written consent of Kudo Snacks. This includes but is not limited to sales figures, sales tracking methods, customer counts, company growth, incentive programs and sales contests or events. Disclosing such information to another Kudo Snacks Affiliate or an external party will be considered a material breach of this Agreement and subject you to damages, injunctive relief and reimbursement of Kudo Snacks attorneys' fees and costs.
The obligations of confidentiality herein shall be effective immediately from the date this Agreement and will continue indefinitely. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against you, nor by the rejection of any agreement between Kudo Snacks and you, by your trustee in bankruptcy or by you as a debtor in possession or the equivalent of any of the foregoing under local or federal law.
You will not, during the term of this Agreement or at any time thereafter, make disparaging statements, in any form, either orally or in writing, about Kudo Snacks officers, directors, agents, representatives, employees, affiliates, partners, brand and products.
You are retained as an independent contractor of Kudo Snacks. You acknowledge and agree that (i) you are solely responsible for the manner and form by which you perform under this Agreement, and (ii) you are a self-employed individual. You are responsible for the withholding and payment of all taxes and other assessments arising out of your performance of services, and you are not entitled to participate in any employee benefit plans of Kudo Snacks.
Non-Solicitation of Customers
You agree not to solicit or attempt to solicit, directly or indirectly, for any purpose that is not in the interest of Kudo Snacks, any customers of Kudo Snacks with which you have had any contact, during the term of this Agreement and for a period of two (2) years following termination of this Agreement, notwithstanding the cause or reason for the termination of this Agreement.
You agree that at no time after the termination of this Agreement that you will not solicit any of Kudo Snacks products or services or promote Kudo Snacks codes to any of Kudo Snacks customers.
Governing Law and Jurisdiction
This Agreement shall be governed and construed in accordance with the laws of the United States and the state of Utah; in the event of any conflict, the laws of Utah will govern. You consent to the jurisdiction of the District Courts for Utah County Utah and the U.S. District Court for the District of Utah for any dispute arising out of this Agreement. You agree that in the event of any breach or threatened breach by you, Kudo Snacks may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Kudo Snacks against any such breach or threatened breach and reimbursement of Kudo Snacks attorneys' fees and costs.
You represent and agree that no promise, inducement, or agreement other than as expressed herein has been made to you and that this Agreement is fully integrated, supersedes all prior agreements and understandings and any other agreement between Kudo Snacks and you, and contains the entire agreement between Kudo Snacks and you.
No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any party to this Agreement, occurring subsequent to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by the parties hereto or their respective successors or assigns.
This Agreement is binding upon and will insure to the benefit of the parties, their successors, subsidiaries, affiliates and personal representatives.
I acknowledge that I have read and fully agree to the terms of this Agreement.
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