|Conversion action||Online purchase with processed valid payment|
|Cookie days||1000 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Base commissions are set to 10% on an ongoing basis (apart from any additional commission incentives). An account balance of $25 or more is required for a payout to take place. Current incentives: 7 sales - $25 iwi Gift Card; 11 sales - $40 iwi Gift Card|
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iwi Referral Program Agreement
This Referral Agreement (including any schedules, exhibits, or addenda attached hereto the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Qualitas Health, Inc. dba iwi (“iwi”), with an address of 2800 Post Oak Blvd Suite 5858 Houston, TX 77056, United States and the Referral identified below (or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
The Referral Program. Referral agrees to provide to iwi under the terms and conditions of this Agreement, services (the “Services”) in connection with iwi's Referral Program (the “Program”). As part of the Services, Referral will generate and post content (including, without limitation, text, videos, and images) regarding iwi brand and iwi products on iwilife.com and on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog, and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Referral agrees to:
Devote such of his/her time, resources, and best efforts to the Services as is reasonably necessary to perform them professionally and diligently.
Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods, and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools, and other resources in performing the Services but iwi will provide to Referral certain informational materials (such templates and other materials are collectively referred to as the “iwi Materials”).
It is understood and agreed that Referral will be an independent contractor, is not and will not be considered an agent or employee of iwi (or any of its affiliates or related entities), and shall have no authority to bind iwi (or its affiliates or related entities) by contract or otherwise.
Referral agrees that they will not: (i)
Make any derogatory statements about iwi and/or iwi products
Link to any third-party websites, other than iwilife.com
Resell or distribute any iwi products, including those received for free or as gifts, for commercial purposes
Promote iwi products, the iwi brand, or the Program via any paid media channels
Promote iwi products, the iwi brand, the Program via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
Engage in any fraudulent transactions, as reasonably determined by iwi, including without limitation making transactions from Referral's IP addresses or computers under Referral's control.
In consideration for the Services, iwi will pay to Referral a percentage of the Net Revenue (as defined below) collected by iwi in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by iwi from Qualifying Orders (as defined below), fewer amounts paid for using store credit or gift certificates, taxes, duties, and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of iwi product(s) via iwilife.com that are made by a method of payment accepted by iwi. The Commission is also only paid to Referral if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the monthly payouts. The Commission will be calculated solely based on records maintained by iwi using its standard methodologies. iwi will pay to Referral its Commission on the 15th day of each month. Commissions due
hereunder will be made by iwi to Referral through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Referral is solely responsible for creating and maintaining a Payment Processor account and communicating such account information to iwi for purposes of receiving the payments set forth herein. iwi is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by iwi, including without limitation any transactions originating from Referral's IP addresses or computers under Referral's control.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning iwi's business technology, business relationships, or financial affairs which iwi has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as (i) corporate information, including plans, strategies, method, policies, resolutions, negotiations, or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by iwi from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. The iwi Referral will not, at any time, without iwi's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of iwi, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of iwi. The iwi Referral will cooperate with iwi and use best efforts to prevent the unauthorized disclosure or use of any Confidential Information. The iwi Referral will deliver to iwi all copies of Confidential Information in Referral's possession or control upon the earlier of a request by iwi or termination of this Agreement for any reason.
Information of Third Parties. Referral understands that iwi is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require iwi to protect or refrain from the use of Confidential Information. Referral agrees to be bound by the terms of such agreements in the event Referral has access to such Confidential Information.
Intellectual Property Rights.
Referral hereby grants to iwi and its subsidiaries, affiliates, licensees, agents, representatives, successors, and assigns:
Unrestricted, fully-paid, royalty-free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Referral in section 2 hereof.
The iwi Referral shall have the revocable, unlimited, perpetual, and worldwide right to use the Content, for Referral’s promotional purposes, in any media now known or hereafter developed.
Referral hereby grants to iwi and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to iwi in connection with the Program or (ii) otherwise created by Referral in connection with the Services, (collectively, the “Other Developments”)
iwi Materials and Trademark.
Except for Referral's limited right to use the iwi Materials solely in connection with performing the Services, iwi retains all right title and interest in the iwi Materials, including all related intellectual property rights. iwi hereby grants to Referral, a limited, non-exclusive, non-transferable license to use and display iwi's name, website address, logo, and trade names (the “Marks”), solely in connection with performing the Services.
Referral agrees that any use of the Marks:
Will comply with iwi's quality standards and trademark guidelines, which may be provided by iwi to Referral from time to time
Will solely inure to the benefit of iwi. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Referral does not acquire any right, title, or interest in the Marks or the goodwill associated therewith. Referral agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make an application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Referral acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Referral's provision of the Services hereunder. Referral represents and warrants that he or she has read and understands the Guides and their requirements and that the Content and Other Developments (including, without limitation, social media communications regarding iwi products, the iwi brand, and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
In connection with performing the Services, the iwi Referral may link certain of his or her Social Channels to iwilife.com. Representations and Warranties.
Referral represents and warrants that:
He or she is at least 18 years of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the iwi Materials;
The Content and Other Developments are Referral's original work
Use of the Content and Other Developments by iwi will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Referral
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by iwi for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules, and regulations, including the Guides
The iwi Referral shall indemnify and hold iwi, its affiliates and their respective directors, officers, agents, and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Referral's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Referral IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person's contractual rights; and (b) any breach or alleged breach by Referral of any representation, warranty, certification, covenant, obligation or other agreement outlined in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Neither party may terminate this Agreement for convenience upon at least seven (7) days before written notice thereof to the other party. iwi may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice, if Referral refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Referral is not and shall not be deemed an employee, agent, joint venture, or partner of iwi, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL iwi, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “iwi PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE iwi PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH iwi PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE iwi PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction, and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Delaware.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Referral and iwi agree that it would be impossible or inadequate to measure and calculate iwi's damages from any breach by Referral of this Agreement. Accordingly, Referral and iwi agree that if Referral breaches this Agreement; iwi will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Referral and iwi further agree that no bond or other security shall be required in obtaining such equitable relief and Referral and iwi, hereby consent to the issuances of such injunction and the ordering of such specific performance.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of iwi to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against iwi unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by iwi and Referral, this Agreement constitutes the entire agreement between Referral and iwi with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Referral without the express written consent of iwi. iwi may assign any or all of its rights and obligations under this Agreement without Referral's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of iwi's assets or capital stock. Any attempted assignment, delegation, or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
For Qualifying Orders in a calendar month, iwi will pay to Referral commission payments in accordance with the following table, with the exception that iwi could have promos that could go to higher percentages as an incentive, all details of such promos to be at iwi's sole discretion and communicated to Referral in due time:
10% of Net Revenue
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of iwi Products that are purchased under such Qualifying Order.