Hempicated Affiliate Agreement

Section 1. General

This is an agreement between Hempicated.com (“Hempicated” or the “Company”) and the individual/entity submitting this application (“Affiliate”) (the “Agreement)”.  The Agreement becomes effective on the date (“Effective Date”) Affiliate executes the Agreement.

This Agreement is binding as to the terms and conditions of sale outlined below.  Hempicated reserves the right to amend, modify or terminate this Agreement at any time at its sole discretion.  This Agreement supersedes any previous agreement, both verbally and in writing, between the Company and Affiliate.

Section 2. Sales Through Hempicated.com

The standard expectation is that Affiliate will be digitally advertising and promoting Hempicated and its branded products specifically through its online website, community or marketplace.  Affiliate is not intended to, nor should they ever, conduct the sale transaction of any Hempicated products to the retail customer but rather direct potential retail customers to hempicated.com for purchase and fulfillment.  Affiliates may advertise that they carry Hempicated products, and content must comply with Section 12 of this Agreement.

Section 3. Use of Materials and Trademarks

All materials published on the Hempicated website, packaging and promotional materials (including but not limited to articles, blogs, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Hempicated or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the United States copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from a Hempicated website or any website owned, operated, licensed, or controlled by Hempicated, product packaging, or any other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without prior written authorization by Hempicated.

Affiliate acknowledges that it does not acquire any ownership rights by downloading, printing or reproducing any copyrighted material. The use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to Hempicated or the other designated owner of a posted mark.  The Affiliate shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Affiliate immediately shall cease to use all of the Company’s trademarks, marks, and trade names.

This Agreement specifically authorizes Affiliate to use the Hempicated copyrighted logo to only promote Hempicated products subject to the terms of this Agreement.

Section 4. Commissions

Hempicated agrees to pay Affiliate a commission on the net revenue of each successful transaction that is credited to their account.  For the purposes of this Agreement, net revenue is defined as: total invoiced amount of the sale less amount charged for sales taxes, less revenue associated with shipping, packaging, and product costs.  For clarification purposes, commissions are intended to be earned on the sales value of the products and not any other associated revenue.

The commission due to Affiliate will be twenty percent (20{03c6ed9c7292793a5635106886a6facae0686a7e7bfbe6c29280aa83fc7d030a}) of net revenue in the transaction.  

Summary illustration:

In the event that multiple affiliates believe they are due a commission upon a certain sale, Hempicated will use its reasonable best efforts to determine to which affiliate the commission is due. Affiliate agrees that Hempicated has the sole discretion to make this decision.

Unless pre-approved by the Company in writing and separate to this Agreement, the Company has no obligation to pay commissions to any Affiliate driving visits by providing coupons and coupon codes as its primary business model.  The Company reserves the right to make this decision at its sole discretion.

Section 5. Commission Payment

The Company will pay commissions when the total commission payment is greater than $50.00 (“Minimum Threshold”).  Commissions earned will be maintained and tracked in an account until Minimum Threshold is met.

Affiliate commissions are paid monthly based on the activity in that month (and previous months once the Minimum Threshold is met).  It is the Company’s policy to pay Affiliate commissions no later than the 15th day of the month following when the Minimum Threshold was met.  The Company acknowledges that Affiliate will not be providing an invoice or prompting of payment. Payments will be sent via USPS to the preferred address provided by the Affiliate or via Direct Deposit.

The Company maintains the right to withhold any payments if the appropriate paperwork is not provided by the Affiliate, including but not limited to, required paperwork for IRS reporting (such as a valid EIN, Social Security Number and a current address). This information will be provided upon acceptance into the affiliate program.

Section 6. Lack of Exclusivity

Both the Company and Affiliate acknowledge that this affiliate relationship is non-exclusive.  The Company may allow other parties to promote its products online or elsewhere at is sole discretion. Affiliate may work with other merchants not affiliated with Hempicated.

Section 7. Independent Affiliate

This Agreement shall NOT render the Affiliate an employee, partner, agent of, or joint venturer with the Company for any purpose.  The Affiliate is and will remain an independent Affiliate in his or her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Affiliate’s compensation hereunder.  The Affiliate shall have no claim against the Company hereunder or otherwise for vacation pay, salary, sick leave, retirement benefits, bonuses, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.  The Affiliate will defend, indemnify and hold the Company and its affiliates and subsidiaries harmless for, from and against any and all claims, assessments, damages, costs or expenses directly or indirectly related to Affiliate’s failure or refusal to pay any and all taxes payable by Affiliate to any taxing authority with respect to any compensation paid by the Company (or any affiliate or subsidiary thereof) to Affiliate.

As an independent Affiliate, Affiliate is solely responsible for the services he provides to the Company and/or any of its affiliates or subsidiaries.  Consequently, neither the Company nor any of its affiliates or subsidiaries (nor any of their respective customers, clients, representatives, owners, officers, managers, directors, employees or agents, collectively, “Related Parties”) shall be liable to any other party for the services of Affiliate provided under any circumstances.  Neither the Company nor any of its Related Parties will indemnify Affiliate for any liability incurred by Affiliate in connection with the services of Affiliate performed pursuant to this Agreement. Subject to and except as provided by the foregoing, Affiliate further hereby releases and absolves the Company and all of its Related Parties from any liability relating to Affiliate’s services performed for any of them.  

Section 8.  Inactive Accounts

Affiliates will be deemed inactive if one of more of the following exists: (a) there has been less than ten (10) visits from the Affiliate tracking code in the last sixty (60) days; (b) the Affiliate informs the Company that they are no longer marketing Hempicated products; or (c) there is reasonable evidence that the Affiliate is no longer actively marketing Hempicated products (ie. limited visits, no conversions, etc.).

In the event that the Company determines an Affiliate is inactive, it reserves the right to turn off that account and discontinue tracking any new possible commissions owed.  Further, the Company is not required to pay commissions on any inactive account whose commissions have not met the Minimum Threshold for payment.  Accounts inactive for ninety (90) days shall be deleted and any commissions previously earned may be forfeited.

Section 9. Confidentiality

Company will provide Affiliate with marketing materials, literature, and may disclose other Information.  For the purposes of this Agreement, “Information” means all confidential or proprietary information related to the Company’s business, affairs, or operations, including but not limited to prices and price lists, discount strategy, existing or planned product, product formulations, processes, business plans and strategies, and other non-public information, documents and records whether in hard copy or any electronic format. Information is owned solely by the Company. Information is confidential, and shall not, without prior written authorization by the Company, be disclosed or used by Affiliate, or Affiliate’s representatives, other than within the business. As of the termination of this Agreement, Information will be returned to the Company within ten (10) business days or destroyed by Affiliate with a supporting affidavit.

Section 10.  Non-Disparagement

Affiliate agrees not to make negative comments or otherwise disparage the Company or any of its officers, directors, employees, shareholders, members, agents or products during the term of the Agreement or at any time thereafter.  

Section 11. Notices

All notices to or by the respective parties hereto shall be in writing.  Notices from Hempicated shall be deemed to have been duly given when delivered via email to the email address provided by the Affiliate in their application or most recently on file in Hempicated’s affiliate management system.  Notices from Affiliate shall be deemed to have been duly given when delivered via email to affiliates@hempicated.com.

Section 12. Minimum Advertised Price (“MAP”) Policy

Hempicated believes in maintaining a well-regulated and fair marketplace for all its authorized Affiliates.  Hempicated, in its sole discretion, reserves the right to discontinue doing business with any Affiliate that advertises any Hempicated product(s) at a price lower than the MAP and/or in violation of the Company’s compliance policy highlighted herein.  MAP is equivalent to the Manufacturers Suggested Retail Price (MSRP) before the use of any coupons. The MAP Policy applies to all advertisements of Hempicated products in any and all media, including but not limited to Internet sites, social media sites, apps, or any other electronic media.  Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by Affiliate and thereby constitute “advertising” under this MAP Policy.  This MAP Policy also applies to any activity which the Company determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’, inaccurate coupon discounts and the like. The MAP Policy will be enforced by the Company in its sole discretion and without notice. Affiliates have no right to enforce the MAP Policy.  Violations of this policy may result in termination of our business relationship.

Section 13. No Medical / Therapeutic Claims

The FDA considers the products offered by Company are conventional foods, beverages, or dietary supplements. Such products may not be offered with an express or implied intent to diagnose, treat, cure, or prevent any disease. This includes express disease conditions, as well as symptoms of disease conditions. Additionally, all advertisements must meet the FTC standard for the Truth in Advertising Law – all advertising must be truthful, not misleading, and substantiated. There are also certain standards that must be met with respect to the use of consumer testimonials and endorsements. Oral statements or claims made to promote products are held to the same standard as those in print. If you have any questions about the legality of any claim, you should contact Receptra for discussion and verification that such a claim is permissible for our products.

If Affiliate’s marketing or advertising materials are found to contain impermissible claims, Affiliate will be asked to revise or discontinue the use of those materials. If Affiliate is found to be in frequent or continued violation of the permissible range of claims for products, after having been previously notified by Company, Company will take action, including termination of this Agreement.

Section 14.  Assignability

This Agreement shall be assignable by the Company and shall be binding upon and inure to the benefit of the Company and its respective heirs, representatives, successors and assigns.  Affiliate shall not have the right to assign its respective rights under this Agreement.

Section 15.  Governing Law, Arbitration

The internal laws of the state of Pennsylvania shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.  Any suit, action or proceeding with respect to this Agreement (or any services performed by Affiliate for or on behalf of the Company and/or any of its affiliates or subsidiaries, or otherwise involving the relationship between Affiliate and the Company (and/or any of its affiliates or subsidiaries), shall be brought in the state courts located in the City of Feasterville and County of Bucks, Pennsylvania, and each of the Company and Affiliate hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding.  Each of the Company and Affiliate hereby irrevocably waives any objections which it, he or she may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.  EACH OF THE COMPANY AND AFFILIATE HEREBY WAIVES ANY RIGHT HE, SHE OR IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

Section 16. Miscellaneous

This Agreement supersedes any prior agreements between Affiliate and Hempicated. The failure of Hempicated to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. Affiliate agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within six (6) months after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect.

Section 17. Acceptance of Affiliate Agreement

Your signature below indicates acceptance of the wholesale agreement outlined above. Future changes to the agreement will be communicated to the Affiliate, and are deemed accepted unless explicitly stated otherwise by Affiliate.

Affiliate:                                                                                                                      Hempicated


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