Effective Date: August 2019

This Agreement contains the complete terms and conditions upon which we offer you participation in the Tracie Martyn Affiliates Program (the "Program"). Acceptance of this Agreement by participation in the Program creates a binding legal agreement that you will use our websites, links and other property of Tracie Martyn International, LLC. or its partners only in a manner that is consistent with this Agreement. As used in this Agreement, "we" means Tracie Martyn International, LLC, "you" means the applicant, and "our website" means www.traciemartyn.com and any Tracie Martyn website operated by Tracie Martyn International, LLC.

1. Enrollment In The Program

The purpose of this Program is to promote the sale of products offered on our Website (the “Purpose”). To begin the enrollment process, you will submit a complete Program Application (“Application”) through our website or an invitational link. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application for any reason at our sole discretion. 

If we reject your Application, you are welcome to reapply to the Program at any time. If we accept your Application, we reserve the right to terminate your participation in the Program for any reason in our sole discretion immediately without prior notice.

2. Links On Your Website/ Social Media Account(s)

Once you have been notified that you have been accepted into the Program, you may provide on your approved Website and/ or social media account(s) one or more of the following types of links to our Website:

• General link to our website via your generated referral link

• Coupon codes that have been approved and assigned to you

To permit accurate tracking, reporting, and accrual of commission credits, we will provide you with a special "tagged" link. You must ensure that each link between your website and our Website is a special link. You will only earn commission on sales that originate through these special links. We are not responsible for any failure by you to use the assigned link. You may also use your assigned link on social media sites (e.g. Instagram, Facebook, Twitter, Pinterest) (“Social Media Site”), provided that such use is consistent with the Purpose and terms of this Agreement.  

3. Use of Images

The product images provided to members of the Program are the property of Tracie Martyn International, LLC, its corporate affiliates or its content suppliers and are protected by international copyright laws. You may not use any product image in any way that exceeds the limited license granted to you by this Agreement. This limited license allows you to use product images solely for the purpose of promoting our products for sale, in line with this agreement, by creating links connecting to our Website. This means, among other things, that you may not: (a) alter, modify or manipulate any product image; (b) use a product image in any form other than the form provided by us; (c) remove any code or identifying information from any product image; (d) inactivate the link associated with any product image or cause the image to ultimately link to a destination other than our Website; or (e) link to or display images after they have been discontinued by Tracie Martyn International, LLC and our product catalogues. 

3. Use of Our Logo and Branding

The following cases are prohibited and are grounds for immediate termination of the affiliate account.

• Affiliates may not use the Tracie Martyn logo, logo marks or other Tracie Martyn website/branding imagery to indicate they are officially affiliated or partnered with Tracie Martyn
• Affiliates may not use the term "Tracie Martyn" in any variation in a site URL.
• Affiliates may not host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts.

5. Commission 

For a product sale to be eligible for commission credits, the customer must follow the assigned link  from your website to our Website, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Should an order be returned/cancelled/refunded, commission will not be paid on that order, or if it has already been paid a negative credit will be applied to your affiliate account. Commission does not apply to shipping charges or taxes.

6. Commission Payment 

You will be paid your commission on the first of each month (or closest business day) for all sales made over 30 days prior to that date, a schedule made necessary by our refund policy. You will receive payment through PayPal 

7. Policies And Pricing 

Customers who buy products through the Program will be deemed to be customers of Tracie Martyn. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time and without warning. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 

8. Anti-Spam Policy

We strictly prohibit affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an affiliate has spammed, the affiliate account may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system;
• Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

9. Responsibility For Your Website 

You will be solely responsible for the development, operation, and maintenance of your website and for all materials or content that appear on your website. Failure to remove from your website items that have been discontinued from our product catalog may result in an infringement of a third party’s intellectual property rights, for which you will be solely responsible. 

10. Representations and Warranties 

You hereby represent and warrant to us as follows:

1. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

2. Any information you provide to us in connection with your participation in the Program will be true and correct.

3. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby shall not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

4. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

11. Term of the Agreement 

The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our Website, product images from our database, and any of our trademarks, trade dress or logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission on Qualifying Revenues occurring during the term of this Agreement, and commission earned through the date of termination will remain payable, only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 

12. Modification 

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available commission credits, commission credit rates, payment procedures, and Program rules. We typically announce substantive changes to the terms of this agreement by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our Website will constitute your binding acceptance of the change. 

13. Relationship Of Parties 

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Agreement. 

14. Limitation Of Liability; Indemnification 

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to you under this Agreement within the last six (6) months.  Unless you notify us of an asserted discrepancy in your commission payments within six (6) months from the date of the applicable payment, such payment shall be deemed accepted and no protest shall be allowed. You hereby agree to indemnify and hold harmless Tracie Martyn International, LLC and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that your use of any trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Website, including, without limitation, content therein not attributable to us.

15. Disclaimers 

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Website and Affiliate Program will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Miscellaneous 

This Agreement will be governed by the laws of the United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms. Tracie Martyn International, LLC is owned and operated by Tracie Martyn International, LLC.