Affiliate Program Terms and Conditions 

PLEASE READ THE ENTIRE AGREEMENT. 

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. 

THIS IS A LEGAL AGREEMENT BETWEEN NUTRITION PRACTICE NETWORK, LLC (“NPN”, “COMPANY”, “WE”, OR “US”) AND YOU ("AFFILIATE," "YOU," "YOUR," "YOURS," OR "YOURSELF,") AS AN INDIVIDUAL OR THE ENTITY WHICH YOU REPRESENT. BY CHECKING THE BOX BESIDE THE AGREEMENT ACKNOWLEDGEMENT WHICH SAYS, "I HAVE READ AND ACCEPT THE TERMS OF THE AGREEMENT," AND THEN CLICKING ON THE "JOIN THE AFFILIATE PROGRAM" BUTTON, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION, AND THAT YOU ARE AUTHORIZED TO BIND YOURSELF OR THE ENTITY YOU REPRESENT. 

NPN reserves the right to periodically update these terms. NPN also reserves the right to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing or new program. If NPN updates or replaces the terms of this Agreement, we will let the Affiliate know via electronic means, which may include an in-app or in-account notification or by email. If the Affiliate does not agree to the update or replacement, you can choose to terminate as we describe below.

Overview 

1. This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the Nutrition Practice Network Affiliate Program (the "Program").The purpose of this Agreement is to allow you to refer people or businesses to NPN using HTML links and by word-of-mouth or direct introduction in a way that allows us to confirm which individuals or businesses you refer to us so that we can, under the terms of this Agreement, pay you the appropriate commission on Commissionable Fees (the "Fee" or "Fees"). 

Affiliate Obligations 

2.1. To begin our enrollment process, a completed application must be submitted online. A submitted application does not constitute acceptance into our Affiliate Program. Once you complete an application to become an Affiliate, your application will be automatically approved. HOWEVER, we reserve the right to decline . Before we accept an application, we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected. 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 "Nutrition Practice Network" or variations or misspellings thereof in its domain name 

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 software downloads that potentially enable diversions of 

commission from other affiliates in our program. 

2.2. By participating in the Program you agree that you will not engage in any such activities. You should also note that if we accept your application and your website is thereafter determined, at our sole discretion, to be unsuitable for the Program, we may terminate your Agreement immediately. 

2.3. As a member of our Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and receive a the link needed to direct your customers to NPN. 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. NPN 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. 

3. Non-Exclusivity 

This Agreement does not create an exclusive relationship between you and us. Both parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, and implementation and use of similar services and products of third parties. NPN is permitted to enter into any agreement with any other party for any reason.

Nutrition Practice Network, LLC Rights and Obligations 

4.1. 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 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 Nutrition Practice Network Affiliate Program. 

4.2 Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice via email. 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 your website or websites, all references to NPN and all links to NPN’s website. 

4.3 This Agreement will terminate immediately upon any breach of this Agreement by the Affiliate. Violation of the terms of this Agreement by the Affiliate may result in the forfeiture of all future or pending commissions on commissionable fees. 

4.4 As NPN reserves the right to modify this Agreement at any time, if any modification is unacceptable to you, your only option is to end this Agreement using the process outlined in 4.2 within 5 business days. Failure to notify us and/or your continued participation in our Program constitutes your agreement of the modifications. 

5. Affiliate Commissions, Rights, and Payments 

5.1. Upon acceptance into our Program, you will be sent information directing you to our Affiliate portal where you will receive both a hyperlink and a coupon code to share with your customers. 

5.2. Upon acceptance into our Affiliate Program, the Affiliate’s information will be listed as a resource under the “Expert Library” section on the NPN website.

5.3. Upon acceptance into our Affiliate Program, the Affiliate will schedule a Live Q&A session to be hosted by NPN, at which the Affiliate can promote their program or product. NPN will provide the Affiliate with the NPN logo, social media graphic, and email script with which to promote the Q&A session to their customer base. Upon completion of the Q&A session, the recording will be uploaded to NPN’s YouTube channel, of which NPN’s listserv will be notified of. 

5.4. The Affiliate is eligible to receive a one time commission payment for a customer transaction that derived from Affiliate leads generated by the Affiliate link that was made available to you in your Affiliate portal. 

5.4.1. Limitations: An Affiliate lead is considered valid and accepted if, in our reasonable determination: i) it is a new potential customer of ours, and (ii) is not, at the time of submission, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate lead in our reasonable discretion. 

5.4.2. Customer transactions eligible for commission payments are for the purchase of either NPN’s Growth or Nurture membership. The purchase of either program by the customer will be at five percent (5%) from the monthly payment, or the equivalent of fifteen percent (15%) off from the total annual membership. To be eligible for a commission, the purchase of either program must be made within 30 days of clicking on the Affiliate link, after which time, the Affiliate will not receive a commission, even if the customer purchases a program once the 30 days has elapsed. 

5.4.3. Commission payment is a one time payment of fifty dollars ($50) payable to the Affiliate. Affiliate is responsible for providing correct and accurate payee information. 

5.4.4. If the customer purchases a monthly membership, the customer must maintain their membership for 60 days for the Affiliate to receive commission.

5.4.5. Commission payments are accrued for the previous quarter and are payable on the 20th of the final month of that fiscal quarter. 

5.4.6. Affiliate is not eligible to receive a commission on any further purchases of NPN products or services. 

6. Indemnification 

You agree to hold us harmless and indemnify us from and against any third party claim(s) arising from your use of our Services. This includes any liability or expenses arising from all claims, losses, damages, suits, judgments, litigation costs, and attorney fees. You also agree to relinquish any and all rights or benefits you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law. 

7. Representations, Warranties, and Covenants 

7.1. You represent, warrant and covenant that: 

7.1.1. you have 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; 

7.1.2. you have sufficient right, title, and interest in and to the rights granted to NPN. 

7.1.3. the material posted on Affiliate's website does not defame any third party or violate or infringe upon the rights of any third party or any applicable copyright and other laws that pertain to it; 

7.1.4. you shall not make any representations or warranties regarding the products or services provided by NPN; and 

7.1.5. you shall not make or publicize any statements that are disparaging, slanderous, defamatory, libelous or derogatory of NPN or that otherwise portray NPN in a negative manner.

8. Miscellaneous 

8.1. 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 www.nutritionpracticenetwork.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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section. 

8.2. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Georgia and the laws of the United States without regard to the conflicts of laws and principles thereof. 

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

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