Affiliate Agreement

Last updated: June 23, 2024

This agreement describes the terms and conditions for participation in the Practice Better Affiliate Program (the “Terms”). In this agreement, the term “Referral Partner” refers to you, the applicant. In this agreement, Practice Better and That Clean Life refers to the product owner and publisher, Green Patch Inc. (the “Company”). Your participation in the Affiliate Program is subject to the terms of this agreement. The Terms are a legal contract between you, (the Referral Partner), and the Company (Green Patch Inc.)

This Affiliate Program is partially administered through PartnerStack, a third-party affiliate management company.

Modification

The Company may modify any of the terms and conditions within this Affiliate Agreement at any time and at its sole discretion. These modifications may include, but not limited to changes in the scope of enrollment, available referral fees, fee schedules, payment procedures, and Affiliate Program rules. If any of the modifications are unacceptable to the Referral Partner, the only recourse will be to terminate this Agreement. If the Referral Partner continues their participation in the program, it will be considered as their acceptance of the change.

Enrollment

To enroll in the Affiliate Program, the Referral Partner must submit an affiliate application and be approved. Applicants will be notified of their acceptance status as soon as possible after their information is reviewed and the application is processed. The Company reserves the right to deny any affiliate application at its sole discretion.

Role of the Referral Partner

Registration. Referral Partner must accept the Terms prior to submitting any referral opportunities to the Company. Submitting an affiliate application will imply acceptance of the Terms herein.

Submitting Referrals. The Referral Partner is responsible for submitting all required information to the Company via the Company’s Referral Partner Opportunity Registration Form.

Affiliate Link. Once the Referral Partner becomes an approved member of the Company’s Affiliate Program, they will be issued a special URL via Partnerstack (the “Affiliate Link”) that is unique to them only and allows their referrals to be tracked for commission. A transaction shall only qualify as a referral signup if the referral signup subscribes to the Company’s services using the Referral Partner’s Affiliate Link.

Commissions

Compensation. The Company shall pay a referral fee or commission as compensation for the Referral Partner’s services under this Referral Program for each new paid customer for the Company that results from a referral signup (“Referral Fee”). Compensation under these terms contemplates a one-time fee payment based upon a successful referral signup, as detailed in the “Criteria for Earning a Referral Fee” section below. The Referral Partner shall not be entitled to any other forms of compensation from additional purchases, upgrades, or renewals made by the referred signup after the Referral Fee has been earned by the Referral Partner.

Criteria for Earning Referral Fee.

(a) The referral signup must be submitted to the Company via the Referral Partners’ unique Affiliate Link. A referral signup is defined as a new customer signing up for a new Practice Better or That Clean Life subscription after clicking on the Referral Partner’s unique Affiliate Link.
(b) The referral signup must be converted to a paying customer within thirty (30) days from their original signup date.
(c) The Referral Fee will be earned by the Referral Partner if the referral signup’s subscription is active thirty (30) days after the date of signup, and the referral signup has paid their most recent invoice to the Company.
(d) The referral fee will be issued within thirty (30) business days following the receipt of payment of the most recent invoice from the referral signup.

Referral Fee. The Referral Fee is a one-time payment for the signup referred to the Company. The payout of referral fees is based on the applicable affiliate tier. The affiliate tier is based on unique requirements related to the number of referred signups and paying customers for the Company. The Referral Partner will be notified of their status if they change affiliate tiers. If the Referral Partner does not continue to meet the requirements of the affiliate tier, they will be notified and changed accordingly. Details regarding the amount of the Referral Fee and affiliate tiers can be found on the Company’s Partnerships page.

Referral-Based. The Referral Fee paid to Referral Partners is based on a single referred signup to the Company that results in the referred signup being a paying customer of the Company’s subscription-based services. The Referral Fee does not cover any other opportunities that have been received from other means or for upgrades or ongoing services provided to the referred signup.

No Duplicate Referral Fees. The Company is not liable for paying duplicate, overlapping or multiple Referral Fees. If more than one Referral Partner claims credit for the same referred signup, or the referred signup is already a documented lead for the Company, the Company will in its sole discretion determine which party, if any, shall receive a Referral Fee for the referred signup.

Exclusions to the Referral Fee. The following shall be excluded from the Referral Fees that can be earned by a Referral Partner:
(a) Any customers of the Company that were/are obtained without the assistance of the Referral Partner or because of a future relationship the Referral Partner may have with the Company’s customers.
(b) Any customers acquired by the Company outside the initial signup by the Company’s customer using the Referral Partner’s Affiliate Link.
(c) Late fees, interest, overages, and taxes shall not be included in the amount upon which the Referral Fees are calculated.
(d) The Referral Fee has been obtained by fraudulent means, misuse of the Affiliate Link, or by any other means that the Company deems to have breached the spirit of this Agreement.

Limited Authority

Referral Acceptance. The Company may, at its discretion, accept or decline for any reason in its sole discretion, any referred signup that is referred by the Referral Partner. The Referral Partner shall have no right to, and shall not: (a) accept any orders on behalf of the Company, or commit or bind the Company to any agreement, warranty, contract, or undertaking; (b) pursue, waive, or compromise any of the Company’s rights against customers or other parties; (c) accept payments or authorize any deductions, discounts or payment term extensions on behalf of the Company; or (d) accept payments from parties other than the Company as it relates to this Affiliate Program.

Appointment of Third Parties. The Referral Partner shall not appoint, directly or indirectly, any parties to assist the Referral Partner in performing its obligations or exercising its rights under this Referral Program without the prior written approval of the Company.

Marketing. The Company shall supply the Referral Partner with the related marketing collateral (“Authorized Marketing Materials“). The Referral Partner shall use the Authorized Marketing Materials to promote the Company’s products and services according to this Referral Program. No advertising, marketing, promotion, public relations or other similar materials, methods or media in connection with the Services and Products may be used by Referral Partner for the Partner’s business, other than the Authorized Marketing Materials, without the prior written approval of the Company.

Marketing Opt-In. By participating in this program, you opt-in to communications from the Company.

Term and Termination

The term of this Agreement will begin when the Referral Partner’s affiliate application is accepted by the Company and will end when terminated by either party. Either the Company or the Referral Partner 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 the Referral Partner will immediately cease use of and remove from their website, all links to the Company’s websites, and any of the Company’s trademarks and logos, other marks and all other materials provided in connection with this program, and all Referral Fees accrued to the date of termination shall be due and payable within thirty (30) days. No Referral Fees shall be payable for referred signups initiated after the date of termination.

Relationship of Parties

Referral Partners are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Referral Partners have no authority to make or accept any offers or representations on the Company’s behalf. Referral Partners will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.

Limitation of Liability

The Company 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 Affiliate Program, even if the Company has been advised of the possibility of such damages. Further, the Company’s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total Referral Fees paid or payable to the Referral Partner under this Agreement.

Disclaimers

The Company makes no express or implied warranties or representations with respect to the Affiliate Program or a Referral Partner’s potential to earn income from the Affiliate Program. In addition, the Company makes no representation that the operation of the websites or the Referral Partner’s Affiliate Link will be uninterrupted or error-free, and the Company will not be liable for the consequences of any interruptions or errors.

Confidentiality

It is understood that either party (the “Receiving Party”) may receive confidential, proprietary, and sensitive information (“Confidential Information”) from the other party (the “Disclosing Party”) in conjunction with providing the services hereunder. The Receiving Party agrees that it will not divulge any Confidential Information pertaining to the Disclosing Party nor that of prospective or existing customers to any third party during the Term of this Agreement and for a period of five (5) years from the date of the termination of this Agreement unless such Confidential Information is a trade secret of the Disclosing Party which such obligations will be binding for so long as such Confidential Information remains confidential and/or a trade secret.

Indemnity

Referral Partner agrees to indemnify and hold the Company and its affiliates, directors, officers, employees, and referred signups harmless from and against any and all losses, expenses (including reasonable attorney fees and costs), and damages of any kind incurred as a result of any breach of this Affiliate Program by Referral Partner, Referral Partner’s attorneys, successors and/or representatives.

Miscellaneous

The Company’s failure to enforce the Referral Partner’s strict performance of any provision of this Agreement will not constitute a waiver of the Company’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 signing up with the Company’s Affiliate Program, the Referral Partner acknowledges that they have read this agreement and agree to all its terms and conditions. The Referral Partner agrees that they have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

These Terms are the parties’ entire agreement relating to its subject matter and supersedes any prior or contemporaneous agreements related to such subject matter. Those provisions that by their nature should survive termination of this agreement, will survive termination of this agreement.

Contact Us

If you have any questions about this agreement, please contact us at [email protected]