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Terms of Service for the Grounded Wellness Affiliate Program

Our affiliates are very important to us. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. Please read the below terms and conditions carefully so you fully understand our affiliate program. If you have any questions, please don’t hesitate to let us know via email at hello@groundedwellness.co.uk or by phone on 0800 0588299.

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GROUNDED WELLNESS LTD. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Grounded Wellness Affiliate Program. The purpose of this Agreement is to allow HTML linking between your existing web site, newsletter, blog or social media page and the Grounded Wellness web site at www.groundedwellness.co.uk. Please note that throughout this Agreement, "we," "us," and "our" refer to Grounded Wellness, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrolment process, you will need to complete and submit the online application at the tapfiliate.com server. Grounded Wellness will manually review your application. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes "Grounded Wellness" or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion

2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program

2.1.9. You may not create or design your website or landing page or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Grounded Wellness or any other affiliated business.

2.2. As a member of the Grounded Wellness Affiliate Program, you will have access to tapfiliate.com. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the groundedwellness.co.uk web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. Grounded Wellness reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Grounded Wellness Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Grounded Wellness Affiliate Program.

3.2. Grounded Wellness reserves the right to terminate this Agreement and your participation in the Grounded Wellness Affiliate Program immediately and without notice to you should you commit fraud in your use of the Grounded Wellness Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Grounded Wellness shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or letter. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Grounded Wellness Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Grounded Wellness Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

Grounded Wellness uses a third party affiliate to handle all of the tracking and payment. The third party is the Tapfiliate.com affiliate network.

The commission structure of the Grounded Wellness Affiliate Program is as follows:

6.1 Grounded Wellness will pay you, the Affiliate, 10% commission on the product subtotal amount (excluding VAT) of any sale made using your unique referral URL or your unique coupon code

6.2 Commission is not calculated on the grand total of the invoice which may include a shipping cost

6.3 Commission will only be paid for a sale made by a person other than yourself. You will not earn commission on items purchased by you using your unique referral URL

6. 4 10% is the standard commission rate paid to Affiliates in the Grounded Wellness Affiliate Program. Grounded Wellness may from time to time offer extra commission as part of a promotional period. This will be communicated to you with full details of the promotion and an end date

6.5 A coupon code (which can be shared with your audience) will be assigned to your affiliate profile at the time of approval and you will be notified by email once your affiliate application is approved. The coupon code is a set amount of A coupon code (which can be shared with your audience) will be assigned to your affiliate profile at the time of approval and you will be notified by email once your affiliate application is approved. The coupon code is a set amount of £5 off full-priced products. We will not offer a higher discount than this on affiliate sales. The coupon code is subject to the following terms and conditions and it is strongly advised that you communicate these Ts & Cs to your audience:

i) The £5 coupon code can be used on full-priced products only and is not valid on sale items

ii) The £5 coupon code can not be used in conjunction with any other coupon code or promotion on the Barefoot Healing website

6.6 If a customer makes a sale with Grounded Wellness using your unique referral URL or coupon code and then subsequently returns the item for a refund, we will consider this a void sale and commission will not be paid on the returned item. If commission has already been paid, the amount will be deducted from your next Affiliate commission payment

6.7 Grounded Wellness will pay out Affiliate commissions on the first business day of every month for balances of £30 or over. If you have not reached the £30 minimum, your commission payment will roll over to the following month

6.8 The only exception to 6.7 is for end of financial year payments. All balances, regardless of the amount will be paid to all affiliates by March 31 each year

7. Access to Affiliate Account Interface

You will create a password so that you may enter Tapfiliate’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you. You can log in to the Grounded Wellness Tapfiliate portal at www.groundedwellness.tapfiliate.com.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Grounded Wellness could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Grounded Wellness. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Grounded Wellness so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Grounded Wellness so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Grounded Wellness. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Grounded Wellness Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that use among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Grounded Wellness, www.groundedwellness.co.uk and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Grounded Wellness Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Grounded Wellness’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Grounded Wellness’s site (i.e., no page from our site or any www.groundedwellness.co.uk content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of www.groundedwellness.co.uk site in IFrames, hidden links and automatic pop ups that open the www.groundedwellness.co.uk site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Grounded Wellness Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Grounded Wellness and the good will associated therewith will inure to the sole benefit of Grounded Wellness.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

GROUNDED WELLNESS LTD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING GROUNDED WELLNESS'S SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF GROUNDED WELLNESS'S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL GROUNDED WELLNESS’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Grounded Wellness, 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 attorneys' 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 (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and www.groundedwellness.co.uk. 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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.