PURE MANA CBD AFFILIATE AGREEMENT
Pure Mana CBD LLC is pleased to offer you the Affiliate position of Pure Mana CBD Affiliate, subject to the terms of this Agreement.
Both Parties are duly authorized and capable of entering into this Agreement, and agree as follows:
The Company hereby appoints and permits the Affiliate to promote, offer for sale, and sell any and all Products listed on PureManaCBD.com (“Company Website”), and the Affiliate hereby accepts such appointment.
(a) The Affiliate agrees to provide all of the usual and customary services of a Affiliate, which shall include (but not be limited to) the following:
(i) compliance with the State and Federal laws and regulations that govern its business;
(ii) devotion of time, energy, and skill on a weekly basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution including, but not limited to, their social media platforms, email lists, as well as online and in person promotions in conformity with the Company’s established marketing programs;
(iii) use their best efforts to communicate professionally and regularly with their customers;
(iv) using only the Approved Resources to make accurate representations and statements of the Company and Products to all potential and present customers, including but not limited to, avoiding all claims and unapproved descriptions and/or representations of the Products and their benefits as referenced in Section 3;
(v) prompt payment of all amounts owed to the Company in accordance with the terms in Sections 11 and 12 of this Agreement;
(vi) maintain regular contact with the Company to discuss sales activity and Company updates;
(viii) immediate and full disclosure of any problems or feedback concerning customers to the Company;
(ix) get written approval from the Company for any new promotional items, marketing materials, and/or content prior to publication or public use that the Affiliate produces to promote and/or sell the Products.
(b) The Company agrees that it will:
(i) comply with the laws and regulations that govern its business;
(ii) provide reasonable assistance in answering any questions the Affiliate may have about the Products and their use and benefits;
(iii) provide the Affiliate with merchandising assistance and approved promotional materials (“Approved Resources”) from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;
(iv) cooperate with the Affiliate and its dealers in providing advertising and promotion of the Products.
(v) pay the Affiliate the designated Online Order Commissions, as referenced in Section 11 of this Agreement.
(a) Due to strict FDA and FTC regulations, the Company and the Affiliate are required to adhere to these Guidelines and Approved Resources any time a promotion or advertisement is used on any online platform or printed resource.
(b) The following claims and statements are strictly prohibited:
(i) stating and/or insinuating that the Products “improve, fix, cure, heal, better, treat, diagnose, prevent, remove, relieve, reduce,” and/or “change the state” of any form of illness, condition, diagnosis, disease, disability, injury, sickness, or symptom, including but not limited to, statements such as:
(ii) sharing any testimonials, reviews, stories, or accounts of how the products “improved, fixed, cured, healed, bettered, treated, diagnosed, prevented, removed, reduced, helped” any form of illness, condition, diagnosis, disease, disability, injury, sickness, or symptom;
(iii) referencing and/or linking to scientific studies - no matter how credible or legitimate they are - that support treatment claims;
(iv) any mention of children under the age of 18 and/or pregnant or nursing mothers using and/or benefitting from our Products;
(v) stating and/or insinuating the Products replace or are a replacement for prescription medications.
(c) The following statements are Approved Resources for public use:
(i) The Products can help you achieve healthy, normal performance and function (i.e.)
get a [ good / great / amazing ] night’s sleep
supports deep, restful sleep
I’m able to sleep deeply and soundly through the night
I sleep better than ever / I have the best sleep I’ve ever had
I’m finally able to fall asleep, stay asleep, and feel rested and great the next morning
It helped us get a great night’s sleep, then wake up feeling rested and energized the next day
For the first time in years, I feel tons of energy during the day, and then I get a great night’s sleep
Instead of having constant [ pain / tension / headaches ], I feel [ healthy / great ]
(ii) Pure Mana Full Spectrum CBD and CBG Oils are:
Under the federally legal 0.3% THC limit (undetectable amounts of THC in order to provide the full entourage effect of all the cannabinoids)
(iii) All other Pure Mana products, including the Broad Spectrum CBD and CBG Oils are:
Certified THC-Free (0% THC)
(iv) All Pure Mana Products are:
(i) You are ONLY allowed to help someone maintain a normal state of health; you can NEVER promote any kind of "treatment" or "prevention" of any disease or any symptom of any disease (i.e. "pain relief" / “reduce pain” is always prohibited).
(ii) You can NOT make treatment claims, and you can NOT USE treatment claims made by others - including reviews, testimonials, or even third party scientific studies - no matter how credible or legitimate they are. The moment you use them or link to them, the FDA considers that YOU / the Company are saying it.
(iii) The following are prohibited: "anti-inflammatory," "anti-anxiety," "anti-insomnia," etc.
Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Affiliate’s relationship to the Company is that of an independent contractor, and the Affiliate understands they’re responsible to pay their own taxes and operating expenses. The Affiliate shall have no authority to bind the Company to any additional contractual terms other than the terms of this Agreement. Nothing in this Agreement shall create any obligation between either Party and a third party.
(a) Both Parties represent and warrant that they have all authority, ability, and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Party has been fully authorized to execute this Agreement.
(b) Each Party represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Party.
(c) The Company represents and warrants that the Product:
(i) is and shall be manufactured in conformity with all applicable laws, rules, regulations, and orders of governmental entities relating to the manufacture, promotion, sale, or distribution of the Product; and
(ii) does not violate or infringe any patent, trademark, trade name, or other interest of any person or entity.
(d) The Company makes no warranty or representation with respect to any of the Products, except those made under its standard Terms and Conditions on the Company Website, which are incorporated here by reference. The Company reserves the right to make adjustments or amendments to their Terms and Conditions from time to time, with or without prior written notice, but the Company will use its best efforts to communicate any changes to the Affiliate.
(e) The Affiliate agrees and warrants that they will promote and sell all Company Products at the listed retail price shown on the Company Website, unless given prior written permission from the Company.
This Agreement is effective as of the Effective Date first written above, and shall continue in force, unless otherwise terminated, for a period of 1 year (the “Term”). This Agreement will automatically renew for a period of 1 year, unless otherwise terminated.
This Agreement may be terminated:
(a) By either Party with 15 days prior written notice to the other Party; or
(b) By either Party, effective immediately upon receipt of written notice of termination, if any of the following events occur:
(i) Breach of Section 10 of this Agreement;
(ii) The other Party fails to cure a material breach of this Agreement, other than a breach of Section 10, within 3 business days after receipt of written notice of such breach and opportunity to cure;
(iii) The Party’s actions are found to be in violation of any law, other than a technical violation that is curable and cured within 5 days after receipt of written notice of such violation from the non-violating Party.
(a) Of Company by Affiliate. The Affiliate shall indemnify and hold the Company harmless of and from any and all claims, damages, or lawsuits (including reasonable attorney fees) arising as a result of negligent, unlawful, intentional or other acts of the Affiliate, its employees, its representatives, or its agents.
(b) Of Affiliate by Company. The Company shall indemnify and hold the Affiliate free and harmless of and from any claims, damages, or lawsuits (including reasonable attorney fees) arising as a result of negligent, unlawful, or intentional acts of the Company or its employees, defects in the Products caused by the Company, or the failure of the Company to provide any products to a customer that has properly ordered through the Affiliate.
(c) Liability. Neither Party will be liable to the other Party for any error in judgment, act, or failure to act where made in good faith. Both Parties will be held liable for any and all acts or failures to act resulting from gross negligence or willful misconduct.
(a) The Company grants the Affiliate limited permission to use the Company logo, branding, and Trademarks (“Brand Assets”) for any purpose related to selling and promoting the Products, including but not limited to, advertisements and promotional material.
(b) The Affiliate recognizes the Company’s sole right, title, and interest in and to the Brand Assets and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s right, title, and interest therein, nor shall the Affiliate cause diminishment of value of the Brand Assets through any act or representation. The Affiliate shall not apply for, acquire, or claim any right, title, or interest in or to any Brand Assets that may be confusingly similar to any of them, through advertising or otherwise.
(c) Effective as of the termination of this Agreement, the Affiliate will immediately cease all use of the Company Brand Assets.
(a) Confidentiality. All matters relating to the Company sales, finances, customers, vendors, partners, affiliates, trade secrets, marketing strategies, and Commissions will be treated by the Parties as “Confidential Information”. Neither Party will disclose any Confidential Information, directly or indirectly, to any third party without the prior written approval of both Parties, except where the information properly comes into the public domain.
(b) Non-Disparagement. Affiliate agrees not to make any statements to anyone, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the Company, its affiliates, and their respective employees, directors, and officers.
(c) Non-Solicitation and Non-Diversion. Affiliate agrees that neither they or any of their affiliates will directly or indirectly, personally or through others, encourage, induce or attempt to induce, solicit or attempt to solicit, on Affiliate’s own behalf or on behalf of any other Person, any of the Company’s employees, Affiliates, vendors, suppliers, customers, or affiliates to leave their employment and/or affiliation and/or cease doing business with the Company and/or its affiliates.
(d) Term. The Restrictive Covenants in (a), (b), and (c) of this section will survive for two years after the expiration or termination of this Agreement.
(e) Damages. Both Parties agree the fines in this section are not a penalty, but an accurate representation of the monetary amount of the potential loss or harm the Company may incur for a breach of these restrictive Covenants.
(a) Pure Mana CBD Affiliate will be eligible for the following commissions:
10% commission of the retail price (minus shipping, taxes, and payment fees) on all retail sales you directly refer to the Company and/or Company Website.
1) Shipping fees may apply.
2) Customers must use your Affiliate Link or Code at the time of purchase on the Company Website, or, you may place an order on behalf of the customer using your Affiliate Link or Code. Please click here to register as a Pure Mana Affiliate.
3) Online Commission Payment Terms: After receipt and verification of your retail sales, the Company will send a sales report and full Commission payment for the prior month’s retail sales to the Affiliate on or around the 1st week of each calendar month.
(a) In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
(b) If the dispute is not satisfactorily resolved in a reasonable time period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in the county where the Company operates from, in accordance with the laws of the State of Texas, without regard to its choice of law statues. The Arbitrator will be selected by the Company, and the Party who wishes to pursue the dispute will pay for the Arbitrator and any incurred attorneys’ fee. The Arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Texas.
(a) Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as, nor be construed to be a waiver of any subsequent breach hereof.
(b) Entire Agreement. This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Only the written terms of this Agreement will bind the Parties.
(c) Assignability. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Affiliate’s successors, partners, employees, Affiliates, assigns, executors, administrators, beneficiaries, and representatives. Affiliate shall not transfer or assign its rights, duties, and responsibilities in any way. Should such assignment occur, it constitutes a material breach of this Agreement.
(d) Notices. Any notice or delivery required in this Agreement will be deemed completed when sent in writing via email, or as the Parties may later designate in writing.
(i) Company Email: contact@PureManaCBD.com
(ii) Affiliate’s Email: (given at sign up)
(e) Amendments. This Agreement may only be amended if signed by both Parties.
(f) Force Majeure. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God, government restrictions, wars, insurrections, and/or any other cause beyond the reasonable control of the Party whose performance is affected.
By Accepting the position of Pure Mana CBD Affiliate, you agree to these terms and conditions.