AFFILIATE TERMS & CONDITIONS

Date last modified: May, 2020

EUROPHARMA, INC. AFFILIATE PROGRAM & AFFILIATE WEBSITE LINKING TERMS AND CONDITIONS

This Affiliate Program & Website Linking Terms and Conditions (this “Agreement”) is entered into as of the date of auto-approval of the application by and between EuroPharma, Inc., having a principal place of business at Green Bay, Wisconsin, hereinafter known as (“Terry Naturally Brand of Dietary Supplements”, or “Terry Naturally”, or “Terry NaturallyVitamins.com”, or Terry Naturally Affiliate Program, or “our”) and Affiliate, hereinafter known as (the “Affiliate” or the “Applicant”) having its principal place of business as denoted on the application. Terry Naturally and Applicant may each be referred to as a “Party” or collectively as the “Parties”.

WHEREAS, Terry Naturally desires to allow Applicant to establish the HTML Linking of Affiliate’s website to Terry Naturally’s website upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the obligations set forth below and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Modification
Terry Naturally may modify any of the terms and conditions within this Agreement at any time without prior notice and at our sole discretion. In such event, Affiliate will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Terry Naturally’s Affiliate Program rules. If any of the modifications are unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. If Affiliate continues participation in Terry Naturally’s Affiliate Program following the posting of the change notice or new agreement, it will be considered as Affiliate’s acceptance of the change.

2. Enrollment
To enroll in the affiliate program, sign up at TerryNaturallyVitamins.com/affiliate-program. Applicant must be at least 18 years of age or older. Applicant will need to submit a completed Affiliate application to begin the enrollment process. Submission of application to the Terry Naturally Affiliate Program implies acceptance to the terms and conditions set forth in this Agreement. All decisions for acceptance into the Terry Naturally Affiliate Program will be made at the sole discretion of Terry Naturally. An email confirmation will be sent from the Terry Naturally Affiliate Team once Applicant submission has been approved containing access to the affiliate dashboard. Once Affiliate enters the dashboard, Affiliate will be required to complete and upload a W-9 form, along with the signed Affiliate Agreement. Terry Naturally reserves the right to reject applications at our sole discretion. If Applicant is not accepted into the Terry Naturally Affiliate Program, Applicant may reapply to the Program at any time; however Applicant should not and may not link to TerryNaturallyVitamins.com unless approved for the Program. Terry Naturally employees, family members of employees, and suppliers are not eligible to enroll in the Terry Naturally Affiliate Program.

3. Acceptance
Once Applicant has been approved and has logged into Affiliate account, Affiliate will be required to complete a W-9 tax form; sign and return the EuroPharma, Inc. Affiliate Agreement. Terry Naturally reserves the right to cancel Affiliate application acceptance at any time if Terry Naturally determines that Affiliate site is unsuitable for our Affiliate Program (See Section 9 for qualifying sites). All decisions for acceptance into the Terry Naturally Affiliate Program will be made within Terry Naturally’s sole discretion. As a member of the Terry Naturally Affiliate Program, Affiliate grants Terry Naturally permission to distribute any email communication directly to Affiliate that Terry Naturally determines is necessary communication for Affiliate to receive in order to continue as an Affiliate, regardless of Affiliate’s choice to opt-out from certain communications.

4. Affiliate
URL Upon acceptance into the Terry Naturally Affiliate Program, Applicant will be required to submit and upload a completed W-9 tax form, along with the signed Affiliate Agreement. Once this is complete, Affiliate will gain access to create their unique affiliate URL. This URL will be unique to each individual Affiliate and that Affiliate only and will allow that Affiliate to be paid for affiliate referrals. Affiliate will be able to obtain this URL upon approval into the Terry Naturally Affiliate Program and submission of required documents, after logging into Affiliate Account.

The URL is subject to the terms and condition of this agreement.

The URL will serve to identify Affiliate as a member of the Terry Naturally Affiliate Program and must link directly and exclusively to TerryNaturallyVitamins.com. Affiliate also agrees to display on the website containing the URL only those logos, trade names, trademarks, graphic images and similar identifying material (Licensed Materials) that are provided by Terry Naturally and Affiliate will substitute such images with any new materials provided by Terry Naturally.

Affiliate may not link directly to TerryNaturallyVitamins.com without the use of the assigned unique URL.

Affiliate acknowledges that, by participating in the Affiliate Program and placing a link to TerryNaturallyVitamins.com (or any category page therein) on any website through use of the assigned URL, Terry Naturally may receive information from or about visitors to such website or communications between such website and those visitors. Affiliate’s participation in the Affiliate Program constitutes specific and unconditional consent to and authorization for Terry Naturally access to, receipt, storage, use, and disclosure of any and all such information consistent with the policies and procedures set forth in our Privacy Policy located in the footer of the TerryNaturallyVitamins.com site.

5. Affiliate Copy & Monitoring
Affiliate is required to use only the Terry Naturally ad copy when describing product, along with stated disclaimer symbols and qualifying statements within the copy to insure all Affiliate posts are in compliance with FDA and FTC regulations surrounding language and advertising rules. Terry Naturally will monitor Affiliate website randomly, and on an on-going basis to ensure compliance. Any non-compliance, deemed solely by Terry Naturally, may be grounds for termination of Affiliate account.

Affiliate agrees to all terms and conditions set forth within this document and the EuroPharma, Inc Affiliate Agreement. Failure to follow the terms of this document and the EuroPharma, Inc Affiliate Agreement, as deemed solely by Terry Naturally, will be grounds for termination of the Affiliate account.

6. Commissions
Affiliate will receive 5% of the revenue (excluding shipping cost and taxes) as a commission from total orders placed through properly coded Affiliate links. Commissions may change at the discretion of Terry Naturally. Commissions may increase during limited time special promotions, but will return thereafter to the regular 5% commission rate.

For a sale to generate a commission to an Affiliate, the customer must complete the order form, accept delivery of the product, and remit full payment for the product ordered through the secure order system using the link from the Affiliate site. Visitors will be tracked within a 45 day cookie window until they place an order. Word of mouth referrals will not result in an affiliate commission being generated. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the Affiliate. Commissions will not be paid to Affiliate for any products purchased on the Terry Naturally Vitamins site when a customer has re-entered the TerryNaturallyVitamins.com site after the 45 day cookie window, even if the customer previously followed a link from Affiliate website to TerryNaturallyVitamins.com. Customer Service invoice adjustments and reorders are not eligible to earn Commissions.


7. Payment

Affiliate will qualify for payment once they have reached a minimum payout amount of $50.00, less any taxes. Once the minimum payout amount has been met, Affiliate can request a withdrawal, and Terry Naturally will pay Affiliate via check. Once a withdrawal request has been made, Affiliate will not be allowed to request any additional withdrawals for 15 days.

If a customer returns a product that generated a commission, Affiliate will see a deduction in Affiliate account. All determinations of commissions will be made by Terry Naturally and will be final and binding.


8. Access to Affiliate Account Interface

Once an Applicant has been approved for the Terry Naturally Affiliate Program, Affiliate can use their email address and password to access Terry Naturally’s secure affiliate account interface. From there, Affiliate will be able to review program details, access creatives and links, track traffic, view commission, request payment withdrawals, and update account settings.


9. Order Fulfillment
Terry Naturally will be solely responsible for processing every order placed by a customer via affiliate links. Affiliate is not authorized to collect payments or sell any Terry Naturally products from other websites as a "reseller" and no "resale" rights are granted in any way. Affiliate is not authorized to sell any of these products on Amazon, ebay, or other auction sites. Affiliate is not authorized to give away copies of any of these products. Terry Naturally will be solely responsible for all customer service inquires. Affiliate understands and acknowledges that no physical products will be shipped via the terms of this agreement.

Customers who purchase products and services through the Terry Naturally Affiliate Program will be deemed to be customers of Terry Naturally. Accordingly, all Terry Naturally Vitamin rules, policies, and operating procedures concerning customer orders and service will apply to those customers with respect to their transactions at TerryNaturallyVitamins.com. We may change our policies and operating procedures at any time without notice. Prices and availability of our products and services may vary from time to time. Terry Naturally policies will always determine the price paid by the customer. Affiliate may include current price information in product descriptions only if such information is provided to Affiliate by TerryNaturallyVitamins.com, provided that any price information must be accompanied with a statement on Affiliate website indicating to the user that in the event of any price difference between Affiliate website and TerryNaturallyVitamins.com, the price listed on TerryNaturallyVitamins.com will govern. Terry Naturally will use commercially reasonable efforts to present current and accurate information, but Terry Naturally cannot guarantee the availability or price of any particular product.


10. Qualifying Sites
Terry Naturally reserves the right to refuse any site entry into the Terry Naturally Affiliate Program based on site content. Sites that do not qualify for the Affiliate Program include sites which:

Fail to comply with the Dietary Supplement Health and Education Act of 1994

Promote sexually explicit materials

Promote violence or hate toward any persons or groups

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

Promote illegal activities

Promote alcohol, tobacco, gambling/lottery in any way

Promote the use of pyramid, “Ponzi”, or similar investment schemes

Do not clearly state an online privacy policy to its visitors

Contain, in Terry Naturally’s sole judgement, material that is defamatory, fraudulent, or harassing to Terry Naturally or any third party

Provide a portion of Commissions (as defined in section 5) to websites or organizations that would violate any of the above criteria

List coupon codes or discounts that were not officially provided to them by Terry Naturally. Want to promote a coupon? Contact Terry Naturally and we can work with Affiliate. Affiliate may not promote coupon codes found elsewhere online. Doing so can result in the termination of Affiliate account and withholding of affiliate payments for violating the Terry Naturally Affiliate agreement.

Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Terry Naturally, TerryNaturallyVitamins.com, or any other site

Includes “Terry Naturally” or variations or misspellings thereof in its domain name

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

Affiliate may not create or design website or any website that Affiliate operates, explicitly or implied in a manner which resembles the Terry Naturally Vitamin website nor design Affiliate website in a manner which leads customers to believe Affiliate is TerryNaturallyVitamins.com or any other affiliated business


Terry Naturally reserves the right, at any time, to review Affiliate placement and approve the use of Affiliate links and require Affiliate change the placement or use to comply with the guidelines provided to Affiliate. The maintenance and the updating of Affiliate site is the sole responsibility of the Affiliate. Terry Naturally may monitor Affiliate site as necessary to make sure that it is up-to-date and to notify Affiliate of any changes that we feel should enhance Affiliate performance.

It is entirely Affiliate’s responsibility to follow all applicable intellectual property and other laws that pertain to Affiliate site. Affiliate must have express permission to use any person’s copyrighted material, whether it is in writing, an image, or any other copyrightable work. Terry Naturally will not be responsible (and Affiliate will be solely responsible) if Affiliate uses another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.


11. Permitted Usage
The following cases are permitted uses of the Terry Naturally brand and marketing resources:

Affiliate is permitted to use the graphical banners and design resources located in the Affiliate Program interface after Affiliate has logged in. If a specific size banner ad is not available, Affiliate may contact the Affiliate Program Manager at affiliates@terrynaturallyvitamins.com and request a new banner graphic be added to the available resources.

12. Prohibited Usage
Affiliate understands and acknowledges that this agreement is made between Affiliate and Terry Naturally and is solely for the purpose of allowing Affiliate to link to TerryNaturallyVitamins.com.

As a condition to Affiliate acceptance and participation in the Affiliate Program, Affiliate agrees to the following prohibitions.

The following cases are prohibited and are grounds for immediate termination of the affiliate account.

Affiliate may not use the Terry Naturally logo, logo marks or other Terry Naturally website/branding imagery in a header graphic or in any way as to indicate Affiliate is officially affiliated or partnered with Terry Naturally/TerryNaturallyVitamins.com.

Affiliate may not use the term “Terry Naturally” in any variation in Affiliate site URL.

Affiliate may not promote coupons that were not provided to Affiliate by Terry Naturally. Want to promote a coupon? Contact Terry Naturally at the email address listed in section 10 and Terry Naturally can work with Affiliate. Affiliate may not promote coupon codes found elsewhere online. Doing so may result in the termination of Affiliate account and withholding of Affiliate payments for violating our Affiliate Agreement.

Affiliates may not host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts. • Affiliate may not engineer any website containing a URL in such a manner that pulls Internet traffic away from TerryNaturallyVitamins.com. • Affiliate may not attempt to modify or alter TerryNaturallyVitamins.com in any way.

Affiliate may not modify any font, color, and logo.

Affiliate may not publish, link to, sell, otherwise distribute, or place URL on the same page or in close proximity to any Objectionable Content. For the purposes of this Agreement, Objectionable Content means any material, including textual, audio or video material, which if offensive, contains any nudity, explicit violence or sexual material, contains depictions of violence, is defamatory to any group or individual, or promotes alcohol, tobacco, or gambling/lottery. Affiliate is prohibited from using trademarks and variations of it and misspellings in paid search campaigns, domain names, hidden text, source codes, meta-tags, user names, app names, etc.


13. Terry Naturally Anti-Spam Policy

Terry Naturally strictly prohibits Affiliate from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;

Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Affiliate is responsible for researching and knowing forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the affiliate account may be permanently terminated after investigation at the sole discretion of Terry Naturally.

Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.

Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system

Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Terry Naturally, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:

Account Termination: Upon the receipt of a credible complaint, the Terry Naturally Affiliate Program Manager may investigate the complaint, and if necessary, will then terminate the Affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the Affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account. At Terry Naturally’s discretion, termination may not only result in being banned from the Affiliate program, but also being banned from ANY other internal affiliate programs.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our Affiliate Program Manager at affiliates@terrynaturallyvitamins.com.


14. Relationship of Parties
Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate has no authority to make or accept any offers or representations on Terry Naturally’s behalf. Affiliate will not make any statement, whether on Affiliate site or otherwise, that reasonably would contradict this statement.


15. Term and Termination

The terms of this Agreement will begin when Affiliate application is approved and will end when terminated by either party via a written notice. Written notice can be in the form of postal mail or email. Either Terry Naturally or the Affiliate may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and Affiliate must immediately cease use of, and remove from Affiliate's Web Site, all links to the Terry Naturally websites, and all Terry Naturally trademarks and logos, other Terry Naturally marks and all other materials provided in connection with this program.


16. Limitation of Liability

Terry Naturally will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if Terry Naturally has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to the Affiliate under to this Agreement.


17. Indemnification & Insurance

Affiliate acknowledges that by entering into and performing obligations under this Agreement, Terry Naturally does not assume and should not be exposed to the business and operational risks associated with Affiliate business, or any aspects of the operation or content of Affiliate website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, Affiliate shall protect, defend, hold harmless, and indemnify Terry Naturally and its related entities from and against any and all claims, actions, liabilities, losses, costs, and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorney fees) incurred as a result of claims of customers or other third parties against Terry Naturally and its entities, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content with any of the content or activities of Affiliate website or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by Terry Naturally. Affiliate acknowledges that Terry Naturally has not arranged for and will not carry insurance of any kind for Affiliate’s benefit or that of Affiliate’s heirs, executors and administrators in connection with Affiliate’s service hereunder.


18. Disclaimers

Terry Naturally makes no express or implied warranties or representations with respect to the Affiliate Program or an Affiliate's potential to earn income from the Affiliate Program. In addition, Terry Naturally makes no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and Terry Naturally will not be liable for the consequences of any interruptions or errors.


19. INDEPENDENT REVIEW
AFFILIATE ACKNOWLEDGES TO HAVE READ THIS AGREEMENT AND AGRESES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS TERRY NATURALLY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILARE TO OR COMPETE WITH AFFILIATE WEBSITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATIONS, GUARANTEES, OR STATEMENTS OTHER THAN AS SET FORTH IN THIS AGREEMENT.


20. Publicity
Affiliate shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to Terry Naturally and receiving the written approval of Terry Naturally, which may be withheld at the sole discretion of Terry Naturally.


21. Miscellaneous
Terry Naturally’s failure to enforce Affiliate strict performance of any provision of this Agreement will not constitute a waiver of Terry Naturally’s right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By agreeing to be enrolled in the Terry Naturally Affiliate Program, Affiliate acknowledges that Affiliate has read this Agreement and agrees to all its terms and conditions. Affiliate has independently evaluated this program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.


22. 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.