|Conversion action||Online purchase with processed valid payment|
|Cookie days||37 day(s)|
|Commission type||Percent of Sale|
NuBiome, Inc. (NuBiome) sells a probiotic yogurt drink called Liovi Probiotic Drink on its website (presently, Liovi.com). As an authorized affiliate (Affiliate or You or Your) of NuBiome, You agree to abide by the terms and conditions contained in this Affiliate Agreement (Agreement).
Your participation as an Affiliate in the NuBiome Affiliate Program (the Program) enables You to do only the following: (a) to legally advertise NuBiome’s website; (b) to distribute coupon codes; and (c) to receive a commission on subscriptions and products purchased by individuals referred to NuBiome’s website by Your own website or by Your personal referral.
By creating an electronic signature as set forth below, You indicate Your acceptance of this Agreement and its terms and conditions, and You acknowledge that You have read the entire Agreement carefully before registering for the Program and promoting the Liovi Probiotic Drink as an Affiliate.
Approval or Rejection of the Application
NuBiome reserves the right to approve or reject ANY Affiliate Program Application in its sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.
Offers and Engagements
1. From time to time, NuBiome may post on NuBiome’s website offers to pay Affiliate a specified commission in return for certain advertising services leading to a Qualifying Link or a Qualifying Coupon Code (defined below). If such offers receive an identification number from NuBiome’s website they shall be deemed to be an “Offer” for purposes of this Agreement.
2. If an Offer made by NuBiome is accepted by Affiliate in accordance with the Offer’s terms received via NuBiome’s website, an “Engagement” will have been formed. Each Engagement shall have the same identification number as the original Offer that led to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
3. At any time, NuBiome may, with or without notice, (a) change, suspend, or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad submitted by NuBiome for an Offer. Affiliate agrees to promptly implement any request from NuBiome to remove, alter, or modify any graphic, banner ad, or coupon code submitted by NuBiome that is being used by Affiliate as part of an Engagement.
1. Affiliate will link its site and/or an email to areas within NuBiome’s website using special URLs specified in the Engagement (the “Required URLs”). Affiliate may post as many links to the Required URLs and the rest of NuBiome’s website as it likes on the Affiliate’s site. The position, prominence, and nature of links on the Affiliate’s site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate. Affiliate agrees not to alter or modify any graphic, banner, or link submitted by NuBiome.
2. Affiliate may also distribute coupon codes specified in the Engagement (the “Required Coupon Codes”) to be inputted into the appropriate input field in the checkout pages of NuBiome’s website by a purchaser. Affiliate may distribute Required Coupon Codes to as many potential purchasers as it likes. The context of the communication of the Required Coupon Code to Affiliate’s potential purchaser shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate.
3. Affiliate agrees not to make any representations, warranties, or other statements concerning NuBiome, NuBiome’s website, any of NuBiome’s products or services, or NuBiome’s website policies, except as expressly authorized by the Engagement. Affiliate agrees not to use or post any graphic, banner, link, or coupon code relating to NuBiome and/or NuBiome’s website not provided by NuBiome or NuBiome’s website.
4. Affiliate is responsible for notifying NuBiome and/or NuBiome’s website of any malfunctioning of the Required URLs and/or Required Coupon Codes or other problems with Affiliate’s participation in the Engagement. NuBiome will use reasonable efforts to respond to concerns upon notification by Affiliate.
6. Affiliate agrees that it shall in no way frame NuBiome’s website.
7. Affiliate agrees that it shall not engage in search marketing or buying of NuBiome’s or NuBiome’s website’s trademarks, and names, or common misspellings thereof, on search engines.
8. Affiliate warrants that it is not a Reseller, and will not make purchases on NuBiome’s website for the purpose of commercial resale.
1. NuBiome agrees to pay Affiliate the commission specified in the Engagement if NuBiome’s website sells to a visitor to NuBiome’s website (a "Customer") a product that is the subject of the Engagement and if that purchaser has accessed NuBiome’s website and purchased the product or service via a Qualifying Link and/or Qualifying Coupon Code. Commissions shall be paid according to the terms below.
2. A "Qualifying Link" is a link from Affiliate's site to NuBiome’s website using one of the Required URLs or any other URL provided by NuBiome’s website for use in NuBiome’s website if it is the last link to NuBiome’s website that the purchaser uses during a Session where a sale of a product to the purchaser occurs. A "Session" is the period of time beginning from a purchaser's initial contact with NuBiome’s website via a link from the Affiliate's site and terminating when the purchaser either returns to NuBiome’s website via a link from a site other than Affiliate's site or the Engagement expires or is terminated.
3. A “Qualifying Coupon Code” is a code that was communicated directly or indirectly by the Affiliate to a purchaser and the purchaser entered the Required Coupon Code into the appropriate field in the checkout process on NuBiome’s website.
4. NuBiome’s website shall have the sole right and responsibility for processing all orders made by purchasers. Affiliate acknowledges that all agreements relating to sales to purchasers shall be between NuBiome/NuBiome’s website and the purchaser.
5. No commission may be earned for purchases made from other stores operated by third parties that may be accessible from Affiliate’s site.
6. No commission may be earned for purchases of Gift Cards.
7. No commission may be earned for large quantity purchases by Resellers (defined as order quantities over 10 of the same item or SKU and purchased with a discount equal to or more than 20% off the regular listed price).
8. Commission may be earned only on credit card transactions. Purchases paid by gift certificate, check, or methods other than credit card are not eligible for commissions.
9. All determinations of Qualifying Links, Qualifying Coupon Codes, and whether a commission is payable will be made by NuBiome/NuBiome’s website and will be final and binding on both NuBiome/NuBiome’s website and Affiliate. Prices for the products will be set solely by NuBiome in its sole discretion.
10. In the event NuBiome, in its sole discretion, suspects fraud or other unlawful conduct by Affiliate or by any third party accessing NuBiome’s website through links on Affiliate’s site, NuBiome may suspend or deny payments in whole or in part to Affiliate.
11. Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 37 days.
12. You cannot refer Yourself, and You will not receive a commission on Your own accounts. There is also a limit of one commission per referral. If someone clicks the link on Your site and orders multiple accounts, then You will receive a commission on the first order only.
13. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.
Ownership and Licenses
1. All materials within NuBiome’s website, including data, text, graphics, and other files, and their selection and arrangement thereof, are copyrighted works of NuBiome. Affiliate is granted a limited license to display, copy and download materials on NuBiome’s site for personal, non-commercial use only. Any commercial use of any copyrights requires the prior written consent of NuBiome. All trademarks, service marks, trade names and logos (collectively, "Marks") are either registered or unregistered marks of the NuBiome or its vendors. No Marks may be copied, imitated or used without the prior written consent of NuBiome or the third-party owner, and nothing in this Agreement confers any rights in the Marks to Affiliate. For purposes of clarification, Affiliate shall not use NuBiome’s trade names or logos in association with Affiliate’s Facebook, Twitter, YouTube or other social media page or in any manner which may cause confusion or brand dilution with NuBiome or NuBiome’s website.
2. NuBiome grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in an Engagement or during the registration process in NuBiome’s website, on Affiliate's site solely for the purpose of creating links from Affiliate’s site and/or emails to NuBiome’s website during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
3. Affiliate grants NuBiome a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from NuBiome’s website to Affiliate’s site if NuBiome so desires. NuBiome will remove such graphic or banner ad from NuBiome’s website upon Affiliate’s request.
Using electronic or other types of messages
1. Without limiting the generality of the foregoing or any other obligations You may have under your Engagements with NuBiome, if You use email and/or, as applicable, mobile service messages (SMS), instant messaging (IM) or other types of electronic messages (individually and collectively, "electronic messages") in connection with your participation on the Program, You agree as follows:
Except as expressly authorized by NuBiome, any and all such electronic messages initiated or sent by You or on Your behalf must:
a. Identify You as the sender and may not suggest or imply, or mislead or be likely to mislead a recipient into believing that NuBiome’s website or NuBiome is a sender or sponsor of, or has procured You to send, such electronic messages. To be clear, You may not use a return address, subject heading, header information or message contents that misleads or confuses or is likely to mislead or confuse a recipient as to Your being the sender;
b. Feature the service or product offering(s) that You are offering the recipient (and not those of NuBiome) as its primary contents and purpose;
c. Contain a valid physical postal address for You (and not any other person or entity including NuBiome’s website or NuBiome); and
d. Be clearly and conspicuously identified as an advertisement or solicitation.
2. You will implement and employ in connection with each electronic message sent by You or on Your behalf an effective mechanism and procedure for any recipient of such electronic message to be able to request during the following thirty (30) days at a minimum not to receive further electronic messages from You or those sending electronic messages on Your behalf and except as otherwise expressly permitted by applicable law, such request shall be heeded within ten (10) business days of receipt of such request (collectively, an "opt-out procedure").
. You will insure that such opt-out procedure is fully compliant with any and all applicable laws, rules and regulations, including the requirements of the Can Spam Act.
a. Pursuant to or in addition to the requirements of the Can Spam Act, such opt-out procedure, You must also provide a means to share, and will promptly share, upon NuBiome's or NuBiome’s website’s request, the email, SMS, IM or other address of any recipients that exercised such opt-out procedure with NuBiome’s website that are promoted in any electronic message giving rise to such opt-out request. You may not sell, rent or disclose for any consideration any lists of recipients that have exercised such opt-out procedure.
3. You may not use any Qualifying Links and/or Qualifying Coupon Codes (or any equivalent link or mechanism that, upon being activated, causes the same result as clicking on a Qualifying Link) in any electronic message unless:
. You have received the express authorization of NuBiome to use email or other electronic messages, as applicable, to promote its Qualifying Link and/or Qualifying Coupon Code; and
a. Any and all such electronic messages comply in all respects with this Agreement and any and all applicable laws.
b. Further, except as expressly authorized by NuBiome, any and all electronic messages initiated or sent by You or on Your behalf may not:
c. Identify any other person or entity, including NuBiome or NuBiome’s website, as a sender or sponsor of any electronic message sent by You or on Your behalf; nor
d. Contain content which has as its primary purpose the promotion of NuBiome’s website, a Network Affiliate (other than you) or NuBiome, whether or not any Qualifying Link and/or Qualifying Coupon Code is used. All electronic messages sent by You or on Your behalf must feature the service or product offering You are providing as its primary purpose; nor
e. Contain sexually-oriented material and otherwise not complying with applicable laws including the Can Spam Act in all respects; nor
f. Be sent by or through any computer without authorization, including by relay or retransmission, or contain false header information regarding the transmitting computers and transmission path including the originating electronic mail address, domain name or Internet Protocol address.
g. Should you be expressly authorized to promote NuBiome’s website or Qualifying Link and/or Qualifying Coupon Code using an electronic message, in addition to any other applicable terms of the Agreement, You agree to comply with the Can Spam Act and any rules and regulations that are promulgated by any governmental authority in respect thereof and any and all orders, judgments and decrees of any court, agency or other authority relating thereto and any other applicable foreign, federal, provincial, state, or local law applicable to the use or transmission of electronic message. While some of the requirements of the Can Spam Act are set forth as contractual obligations hereunder, compliance with the above provisions shall not be construed as or deemed to be sufficient to comply with any such or other applicable law.
4. You shall provide NuBiome with any information requested by NuBiome at any time, including evidence that You have complied with all required opt-out procedures and other aspects of Your compliance herewith. Further, You authorize NuBiome to provide any information, including confidential information, and otherwise make any disclosures that NuBiome determines to be necessary or appropriate about You or Your participation or activities on or in relation to NuBiome or Your use of any NuBiome-provided resources to any local, state, provincial, federal or foreign governmental authority or Internet Service Provider bringing or contemplating the bringing of any action or conducting any investigation in relation to the enforcement of any applicable laws, including the Can Spam Act.
Not an email or other service provider
1. Your participation in the Program is purely voluntarily and You may terminate Your participation at any time.
2. Neither NuBiome nor NuBiome’s website shall be construed or deemed as having "procured" You or Your services to send or initiate any email or other types of electronic messages to any computer, including for the purposes of promoting NuBiome or NuBiome’s website or its respective trade or business, or goods, products, property, or services.
3. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to NuBiome or NuBiome’s website. You are not and shall not at any time be deemed, based on Your participation in any NuBiome program or entering into the Agreement, to be a vendor, supplier or provider of goods or services to NuBiome or NuBiome’s website, unless NuBiome has expressly agreed in writing to engage You as a vendor, supplier or provider of goods or services.
4. Neither your participation in the Program (including Your use of any resources made available and earning or receiving of any commissions or other monies) shall be construed as or deemed to be an inducement for, solicitation of, or payment or provision of other consideration to, You to provide any products or services to NuBiome or NuBiome’s website, except in any written agreement with NuBiome expressly provides otherwise.
1. Affiliates may not use any mark of NuBiome or its affiliates or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, Affiliates may NOT use any mark of NuBiome or its affiliates, or any variation thereof, directly or indirectly in (a) meta-tags, (b) in hidden text, page titles or source code, (c) in Affiliate's domain or sub-domain, and/or (d) any other manner. Affiliate may NOT engineer its site in such a manner that pulls Internet traffic away from NuBiome’s website. Affiliate agrees to not utilize, advertise or otherwise promote, any mark of NuBiome or its affiliates in the headline or description copy associated with pay-for-placement search engines or paid search engine advertising. Unless Affiliate has explicit, written approval from NuBiome, Affiliate may NOT bid on any mark of NuBiome or its affiliates, on any pay-for-placement search engines. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by NuBiome against Affiliate seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
Compliance with laws
1. You shall at all times insure that You and Your affiliates, officers, directors, employees, consultants, agents and representatives, the conduct of Your business, Your performance as an Affiliate and under the Agreement, and Your use of any NuBiome website in any manner must at all times comply with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees. Without limiting the generality of the foregoing, such laws shall include without limitation any state and federal laws dealing with the transmission and labeling of commercial and/or other electronic mail messages, laws relating to fraud or predatory or abusive business practices, and rules and regulations that are, from time to time, established by governmental agencies.
Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
1. Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
2. Failure to obey guidelines and regulations of the Food and Drug Administration and the Federal Trade Commission by making health claims.
3. Spamming (mass email, mass newsgroup posting, etc.).
4. Advertising on sites containing or promoting illegal activities.
5. Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
6. Violation of intellectual property rights. NuBiome reserves the right to require license agreements from those who employ trademarks of NuBiome in order to protect our intellectual property rights.
7. Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with NuBiome, however, is acceptable.
8. Self-referrals, fraudulent transactions, suspected Affiliate fraud.
In addition to the foregoing, NuBiome reserves the right to terminate any Affiliate account at any time, for any violation of this Agreement or no reason.
Coupon and Deal Sites
NuBiome occasionally offers coupon to select Affiliates and to our newsletter subscribers. If You are not pre-approved / assigned a branded coupon, then You are not allowed to promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of NuBiome’s products in relation to a deal or coupon:
1. Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific Affiliate.
2. Affiliates may not bid on keywords containing “Liovi” or “B-30892”, “NuBiome”, such as, but not limited to, “Liovi Coupons”, “Liovi Discounts”, “B-30892 Probiotic Discount” or other phrases implying coupons are available.
3. Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless a user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
4. A potential purchaser must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to NuBiome’s website” is NOT allowed).
5. Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens NuBiome’s website or sets a cookie. Affiliates with such text on NuBiome’s website will be removed from the Program immediately.
Pay Per Click (PPC) Policy
1. PPC bidding for keywords containing “NuBiome”, “B-30892”, “B30892”, and/or “Liovi” is NOT allowed without prior written permission.
Limitation of Liability
1. IN NO EVENT SHALL NUBIOME BE LIABLE TO PARTNER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NUBIOME'S LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN FOR PAYMENT COMMISSIONS) EXCEED THE AMOUNT OF COMMISSIONS PAID TO AFFILIATE FOR THE 2 MONTHS PRIOR TO THE CONDUCT GIVING RISE TO AFFILIATE'S CLAIM.
Term of the Agreement
1. The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated.
2. The terms and conditions of this Agreement may be modified by NuBiome at any time. If any modification to the terms and conditions of this Agreement are unacceptable to You, Your only choice is to terminate Your Affiliate account. Your continuing participation in the Program will constitute Your acceptance of any change.
1. Affiliate hereby agrees to indemnify, defend and hold harmless NuBiome and its affiliates, directors, officers, shareholders, employees, representatives, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees), as incurred, brought by a third party, arising out of a breach or violation, or allegation which if true would constitute a breach or violation, of any of its representations or obligations in this agreement. To the extent any provision hereof is held to be invalid or unenforceable, such provision shall be enforced to the full extent permitted by law and the remaining provisions hereof shall remain in full force and effect. This letter agreement shall be construed under the laws of the State of California without regard to conflicts of law principles.
Governing Law, Jurisdiction, and Attorney Fees
1. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in Santa Clara County, California. If you need to send official correspondence, send it via registered mail to NuBiome's headquarters to the attention of NuBiome’s legal department.
2. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.
Electronic Signatures Effective
1. The Agreement is an electronic contract that sets out the legally binding terms of Your participation in the Program. You indicate Your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the NuBiome application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
2. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.