Ambassador Affiliate Program Agreement

I agree to the term and conditions of the Ambassador Affiliate Program

NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and of other consideration (the receipt and sufficiency of which is hereby acknowledged by each party), the parties hereto agree as follows:

Referral

  1. YHE agrees to compensate the referring entity as set out herein, and the referring entity agrees to accept such compensation, for each potential client, who then becomes a client by purchasing a practitioner membership (silver or platinum) or heal co-author book program who is referred to YHE by the Referring Entity, in accordance with the terms of this Agreement.

YHE Ambassador through our Affiliate program (referring entity)

  • The ambassador shall use reasonable efforts to refer potential clients to YHE. In making such referrals, the referring entity:
  • shall only make such statements about YHE as YHE may authorize from time to time and shall not provide any unauthorized written materials to the Potential Client;
  • shall not bribe or coerce clients into purchasing savings cards or practitioner membership;
  • may provide Potential Clients with contact information about YHE; and
  • shall at all times comply with all applicable laws.
  • The Referring Entity represents YHE, understanding that YHE is relying on such representations, that:
  • the entering into of this Agreement has been duly authorized and this Agreement constitutes a legal, valid and enforceable agreement as against the referring entity;
  • the referring entity is not subject to any law, legislation, regulation, rule or governing policy which would prohibit it from accepting Referral Fees (as hereinafter defined) under this Agreement, and arrangements with respect to exempt securities products.

Your Holistic Earth Inc.

  • YHE represents, warrants and covenants to the referring entity that YHE:
  • is corporation registered under the laws of Alberta and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
  • this Agreement has been duly executed by it and constitutes a legal and binding obligation of YHE, enforceable against it in accordance with its terms;
  • shall at all times comply with all applicable laws.

Referral Fee

  • YHE shall pay the referring entity the referral fee (the “affiliate commission“) according to commission tables excluding GST and this may be amended by YHE in the sole discretion, from time to time by notice in writing, for each Potential Client who becomes a Client and who buys practitioner memberships or into the co-authoring program, unless YHE was already acquainted with or knew that Potential Client through a relationship other than the one described in this Agreement in which case no Referral Fee shall be paid to the referring entity.
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    • The referring entity will be responsible for their own tracking and verification
  • Payment will be made through the referring entities paypal accounts and made automatically upon purchases from their referrals
  • Should the referring entity provide direct email introductions, their affiliate codes will still be used to complete the transaction

COMMISSION PAYOUT

  • 20% of all sales for practitioner membership and co-author program
  • All Referral Fees shall be paid to the referral entity upon receipt of revenue from purchases.

Relationship

  • This Agreement is not exclusive to either party and either party may enter into similar arrangements with other parties on whatever terms such party deems appropriate.

Indemnification

  1. YHE agrees to indemnify the referring entity and its directors, officers and employees from any and all losses, liabilities, damages, actions, claims, expenses and costs (including reasonable legal fees and expenses) (each “Claim“), which result from or arise in whole or in part from YHE’s or its directors’, officers’ or employees’, conduct in respect of a sale or completion of a sale of product to the Referring Entity’s Clients, unless such Claim is a direct result of the Referring Entity’s or its directors’, officers’ or employees’ or the Referring Entity’s representatives’ gross negligence, willful misconduct, or breach of this Agreement.
  1. The referring entity agrees to indemnify YHE and its directors, officers, employees, representatives and agents from any and all Claims which result or arise in whole or in part from the Referring Entity referring a Potential Client to YHE, unless such Claim is a direct result of YHE’s or its directors’, officers’ or employees’ gross negligence, willful misconduct, or breach of this Agreement.

Term and Termination

  1. This Agreement and all obligations hereunder, except for those imposed under sections 1, 3, 4, and 10, 11 which expressly survive this Agreement, shall expire 5 years from the date on the first page hereof (the “Term“), unless terminated earlier as per the provisions below. Either party may terminate this Agreement (an “Early Termination“) at any time by giving not less than 24 hours prior written notice to the other party, provided however, that should a Potential Client become a Client after such date of Early Termination, or after the expiry of the Term, whichever shall occur earlier, unless prohibited by law.
  1. Time shall be of the essence in this Agreement.
  1. The division of this Agreement into articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
  1. In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa; words importing gender shall include all genders.
  1. This Agreement constitutes the entire agreement between the parties and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.
  1. This Agreement shall not be amended or modified in any respect except by written instrument signed by the parties hereto.
  1. If any one or more of the provisions or parts of such provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts of such provisions contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable there from the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed.
  1. Each party hereto shall, from time to time, and at all times hereafter, at the request of the other party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.
  • This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Alberta and applicable laws of Canada.
  • Each of the parties hereto hereby irrevocably and unconditionally consents to and submits to the jurisdiction of the courts of the Province of Alberta in respect of all actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts).
  • No waiver by any party hereto shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.
  • This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors, heirs, assigns and legal representatives. This Agreement may not be assigned by any party hereto without the prior consent of the other party hereto.
  • This Agreement may be executed in identical counterparts, by facsimile or email, each of which is and is hereby conclusively deemed to be an original and counterparts collectively are to be conclusively deemed one instrument.