Affiliate Program Terms + Conditions

     

    Affiliate Program

    THIS AFFILIATE AGREEMENT (the “Agreement”), is entered into by and between Nitrobliss, LLC, a Florida limited liability company, having its principal place of business at 99625 Overseas Hwy, Key Largo, FL 33030 (“Company”), and the undersigned company or individual (“Affiliate”, and together with Company, the “Parties”, and each, a “Party”), and shall be effective on the date upon which Affiliate agrees to the terms hereof.

    WHEREAS, Company is in the business of selling hemp-derived delta-8 THC products (the “Products”); and

    WHEREAS, Company desires to engage Affiliate to introduce to Company any potential sales leads for the Products (“Customers”), and Affiliate desires to accept such engagement.

    NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

    1.                  Engagement.

    (a)                 Company hereby engages Affiliate, and Affiliate hereby accepts such engagement, to act as Company’s non-exclusive Affiliate with respect to sales of the Products to Customers in the United States (the “Territory”) during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion engage any other person or company to promote and sell the Products.

    (b)                Affiliate shall introduce Company to Customers, and perform such other responsibilities as reasonably directed by Company, including forwarding sales literature and samples provided by Company, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Products to any Customer.

    (c)                 The prices, terms, and conditions under which Company offers or sells any Products shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Company to actually offer or sell any Products or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Affiliate under Section 2 or otherwise.

    (d)                Affiliate shall defend, indemnify, and hold harmless Company, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, incurred by/awarded against Company in a final judgment, arising out or resulting from any claim of a third party related to Affiliates obligations under this Agreement.

    2.                  Compensation. In consideration for the services rendered by Affiliate hereunder, Company shall pay to Affiliate compensation (“Affiliate’s Fee”) at the rate of ten percent (10%) of the Purchase Price (as defined below) for every Product purchased by a Customer through Affiliate’s unique URL link provided by the Company.  No Affiliate’s Fee shall be owed hereunder for any sale to a Customer if Company had a previous relationship or contact with that Customer or if the sale was not made utilizing Affiliate’s unique URL assigned by the Company.  Company shall pay the Affiliate’s Fee within thirty (30) days of Company’s actual receipt of unconditional payment of the corresponding Purchase Price from Customer.

    Purchase Price” means the net sales price (exclusive of sales tax and shipping, handling, insurance, and related transportation costs, and after applying any discounts, credits, rebates, and adjustments) of the Products sold by Company to Customers introduced by Affiliate pursuant to the terms of this Agreement.

    3.                  Legality of the Products.  The Products have all been derived from Hemp, as defined pursuant to Fla. Stat. § 581.217(d).  The Delta-8 THC industry is rapidly growing and evolving in an unsettled legal landscape.  As a result, unforeseen changes may occur in the applicable laws, regulations and/or enforcement policies that could have an impact on the Parties rights and obligations hereunder.  In light of the rapidly changing legal landscape, Company may cease selling the Products in certain geographic locations within the Territory at any time and without notice to Affiliate in order to comply with applicable laws.

    4.                  Marketing of Products.  AFFILIATE SHALL NOT MAKE ANY HEALTH CLAIMS, UNLAWFUL CLAIMS OR OTHERWISE MISLEADING CLAIMS ABOUT THE PRODUCTS TO ANY CUSTOMERS. AFFILIATE ALSO SHALL NOT REPRESENT THAT THE PRODUCTS ARE MADE FROM MARIJUANA OR HAVE EFFECTS SIMILAR TO MARIJUANA. Upon any request by the Company, Affiliate shall immediately alter or remove and cease further use of any marketing material related to the Products which Company determines improperly represents the Products, has false or misleading information or claims, or is not in accordance with the vision of the Company or the Products, as determined by Company in Company’s sole discretion.

    5.                  Independent Contractor. Affiliate is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Affiliate and Company for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Company and Affiliate shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Without limiting the above, Affiliate will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf. Affiliate shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Affiliate shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Affiliate in connection with the performance of Affiliate’s obligations hereunder shall be Affiliate’s employees or contractors and Affiliate shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or contractors.

    6.                  Confidentiality. All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Company to Affiliate, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Affiliate shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section 6. This section shall not apply to information that is: (a) in the public domain; (b) known to the Affiliate at the time of disclosure; or (c) rightfully obtained by the Affiliate on a non-confidential basis from a third party.

    7.                  Term and Termination.

    (a)                 The term of this Agreement commences on the date of this Agreement and continues for a period of one year, unless and until earlier terminated as provided under this Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive one-year terms unless and until either Party terminates the Agreement as provided Section 7(b) (each a “Renewal Term” and together with the Initial Term, the “Term”).

    (b)                In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon Notice to the other Party. Within thirty (30) days after the effective date of the Notice of termination, Company shall remit any unpaid Affiliate Fee, so long as Affiliate is not in breach of the terms of this Agreement.

    8.                  Miscellaneous.

    (a)                 All notices, requests, consents, claims, demands, waivers, and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 8(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 8(a).

    (b)                This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Florida, in each case located in the City of Fort Lauderdale and County of Broward, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    (c)                 This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

    (d)                Affiliate shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Affiliate’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

    (e)                 Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.

    (f)                  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

    (g)                This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    (h)                The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

    (i)                  The person signing below on behalf on any entity represents that they are authorized and empowered to execute this Agreement on behalf of the entity for which (s)he is signing.

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