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Affiliate Agreement

PLEASE READ THE ENTIRE AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BASE TRAINING, LLC. (DBA 90/10 NUTRITION)
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.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in 90/10 Nutrition’s Affiliate Program. The purpose of this Agreement is to allow linking (by url and html code) between your web site and the 90/10 Nutrition web site (9010nutrition.com). Please note that throughout this Agreement, “we,” “us,” and “our” refer to BASE Training LLC or 90/10 Nutrition, and “you,” “your,” and “yours” refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application on the 90/10 Nutrition website. The fact that we auto-approve applications 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:

2.1.1. Promotes sexually explicit materials.

2.1.2. Promotes violence.

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

2.1.4. Promotes illegal activities .

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

2.1.6. Includes any products, services, opinions or other information that we deem to conflict with the information 90/10 Nutrition wishes to be associated with.

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains downloads that potentially enable diversions of commission from other affiliates in our program.

2.2 You may not create or design your website or any other website that you operate, explicitly or implied, in a manner which resembles our website nor design your website in a manner which leads customers to believe you are 90/10 Nutrition or any other affiliated business.

2.3. As a member of 90/10 Nutrition’s Affiliate Program, you will have access to the Affiliate Office Area. Here you will be able to review our Program’s details and, download HTML code, see your affiliate links, and see your referring activity reports. 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.

2.4. 90/10 Nutrition 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.

2.5. 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 to notify you of any changes that we feel should enhance your performance.

2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must 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.

3. 90/10 Nutrition Rights and Obligations

3.1. 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 web site are appropriate and to notify further you 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 Affiliate Program.

3.2. 90/10 Nutrition reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, 90/10 Nutrition shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. 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.

5. 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 90/10 Nutrition’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in 90/10 Nutrition’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment and Commissions

6.1 Payments will be made via Paypal. By agreeing to these terms and conditions, you acknowledge that the email listed in your Affiliate account is a valid Paypal email that 90/10 Nutrition can use to transfer funds to you.

6.2 Payments to affiliates will be made on or before the 5th calendar day of each month and will include commissions from the previous calendar month (e.g. the payment made on Feb 5th would include all commissions from Jan 1 – Jan 31).

6.3 Commission amount shall be 50% of net sale (after taxes and fees) for all downloadable and/or virtual products (includes memberships, subscriptions, ebooks, pdf downloads), unless otherwise agreed upon in writing.  Commissions will not be granted on items that require shipping such as shirts, totes, or other swag items.

6.4 A table of commission rates is available HERE.  Please note that any sales prices will reduce commissions accordingly.  The table consists of regular prices.

6.5 Auto-Referrals:  They system is set to automatically create a referral for you for your own purchases.  So, if you decide to buy meal plans or any other products eligible for commissions, you will automatically get the referral rate back in your affiliate payment check.

7. Promotion Restrictions

7.1. You are free to promote your own web sites, but naturally any promotion that mentions 90/10 Nutrition 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 90/10 Nutrition. For example, advertising commonly referred to as “spamming” is 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 so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from 90/10 Nutrition. 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 Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

7.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as 9010nutrition.com, 9010nutrition, 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 re-directing it to ours, will be considered trademark violators, and will be banned from 90/10 Nutrition’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 PPC bidding behavior.

8. Grant of Licenses

8.1. 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 90/10 Nutrition’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of 90/10 Nutrition as an independent affiliate.

8.2. 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.

9. Disclaimer

90/10 NUTRITION MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING 90/10 NUTRITION SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF 90/10 NUTRITION ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT 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.

10. Representations and Warranties

You represent and warrant that:

10.1. 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;

10.2. 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;

10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

11. 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 90/10 NUTRITION’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.

12. Indemnification

You hereby agree to indemnify and hold harmless 90/10 Nutrition, 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.

13. 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.

14. Miscellaneous

14.1. 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 90/10 Nutrition. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

14.2. 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.

14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to the conflicts of laws and principles thereof.

14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

14.6. 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.

14.7. 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.

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