Growing Naturals Affiliate Agreement

Updated August 2014

This Affiliate Service Agreement (the “Agreement”) is made by and between Growing Naturals, (“Growing Naturals”), and

you (“You”, “Your”, “Affiliate”), as an Affiliate utilizing the Growing Naturals affiliate program .

 

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for Growing Naturals, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Growing Naturals Service as an Affiliate.

 

The following agreement is summarized as follows:

 

* You place Growing Naturals’ banners or hyperlinks anywhere on your site as you see fit, or within non-spam emails.

* We may email you concerning new programs

* We might change the service here and there

* Adult, Hate, or other related sites are not allowed

* You will be paid your commissions, at such time as your account balance is $100 or more and we have a W9 on file for You.

* As an affiliate, You can only have 1 account.  You can list multiple domains in one account, but only one account is allowed.  Self-referrals for affiliate accounts are strictly

 prohibited.

* Your physical address listed for receiving checks MUST be your actual address. Mail forwarding services, for the purpose of avoiding network demographics,  is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose UK as a country, you must be in the UK.

* You won’t hold us liable for anything, a link to a non-Growing Naturals Web site does not mean that Growing Naturals endorses or accepts any responsibility for the content or the use of such Web site.

* You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.

* You may place banners or links within your newsletters, in content of your website, or within other web related content.

* Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $99. If an abandoned affiliate account has a balance between $0 and $99, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars – and is closed. At no time will an affiliate ever owe monies to Growing Naturals, Inc. based on fees – the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true – the account will remain in an active state.

* NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks

 etc. are NOT allowed.

* NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes any and all 3rd party

 advertising platforms that use a desktop application to display ads in any form.

* NOT ALLOWED: Any display of a Growing Naturals window that isn’t the result of a direct click by the end-user.

* Failure to abide by these rules could mean termination from the Growing Naturals affiliate program completely with a complete forfeit of commissions.

* Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

 

PRIVACY POLICY

 

Growing Naturals respects the privacy of its users and will not disclose personal information to third parties

without the express permission of You and Your company. If You have any questions please contact

affiliates@GrowingNaturals.com.

 

DEFINITIONS

 

“Affiliate” or “Publisher” means an individual or business generating their own traffic and thus rewarded for legitimate

sales, leads, clicks, or other measurable action.

 

“Visitor” means any person, or user that clicks on a Link to Growing Naturals’ Web site placed on an Affiliate’s Web site.

 

“Sales commission” means the Payout Visitors referred to Growing Naturals’ Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Affiliate’s site, then no Payout shall occur.

 

“Lead commission” means the Payout for Visitors referred to Growing Naturals’ Web site that results in the Visitor performing an action defined by Growing Naturals. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or at a later time not to exceed 30 days. If an action occurs after 30 days and the Visitor has not returned through an authorized Affiliate’s site, then no Payout shall occur.

 

“Payout” means the amount of sale commission, or lead commission Growing Naturals agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

 

“Commission” means the amount sale commission, or lead commission  Growing Naturals agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

 

“Link” means a hyperlink placed on an Affiliate’s site that, when clicked on, sends a Visitor through to Growing Naturals’ website. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to Growing Naturals.

 

“VOID” means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by Growing Naturals. Growing Naturals may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.

 

“Your Account” means a specific account within the Service, where Commissions are credited.

 

LINK PLACEMENT

 

As an Affiliate, you may place and remove Growing Naturals’ Links on Your site and in acceptable locations.

 

* You place our banners or hyperlink text anywhere on your site as you see fit, or within non-spam emails.

* Adult, Hate, or other related sites are not allowed

* You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.

* Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $99. If an abandoned affiliate account has a balance between $0 and $99, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars – and is closed. At no time will an affiliate ever owe monies to Growing Naturals, Inc. based on fees – the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true – the account will remain in an active state.

* NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.

* NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.

* NOT ALLOWED: Any display of a Growing Naturals window that isn’t the result of a direct click by the end-user.

 

AFFILIATE PAYMENT You will receive a Commission for sending a Growing Naturals authorized sales and/or leads via Your Links. As of August 2014 the Commission on sales at www.growingnaturals.com is paid at the rate of 15% on final price paid by the consumer, after discounts have been applied and before tax and shipping. It is paid for all purchases made from each IP address over a 6 month period, from the date the consumer first clicked through the Affiliates link to www.growingnaturals.com. Leads, when activated by Growing Naturals, are paid at 10 cents each based upon the consumer completing a specified action. In order to place Links, You must first be approved by Growing Naturals to become an Affiliate. You understand that the Payout amount may be changed at any time at the sole discretion of Growing Naturals. This information is also available to You at the Growing Naturals Affiliate Area. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or has been Discontinued.  In the event of a VOID by Growing Naturals, Growing Naturals may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediatelydeducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings.

 

SERVICE AND SUPPORT

 

Growing Naturals will provide support for Affiliate related issues.

 

EMAIL CONTACT Growing Naturals reserves the right to send e-mails to You for the purposes of informing you of applicable changes or additions to the Service or any Growing Naturals related products and services.

 

CHANGES TO THE SERVICE Growing Naturals reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Growing Naturals will notify You via e-mail, newsletter or the Growing Naturals Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.

 

REGISTRATION To sign up as an Affiliate of Growing Naturals and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax ID, which may be your social security number for individuals, or a federal tax ID for corporations or entities.

 

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN GROWING NATURALS: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING,and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide Growing Naturals with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that Growing Naturals may rely on any data, notice, instruction or request furnished to Growing Naturals by You which is reasonably believed by Growing Naturals to be genuine and to have been sent or presented by a person reasonably believed by Growing Naturals to be authorized to act on Your behalf. You shall notify Growing Naturals by e-mail at affiliates@GrowingNaturals.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Growing Naturals and referral to the appropriate law enforcement agencies.

 

ACCEPTED USE You represent to Growing Naturals that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Growing Naturals may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate, You may not artificially inflate traffic counts to Growing Naturals using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects.

 

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to Growing Naturals for that Link.

 

Points or reward programs for click or lead programs are NOT allowed. Growing Naturals RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF Growing Naturals affiliate program. If You are terminated from the Service, Growing Naturals has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join Growing Naturals.

 

LIMITED WARRANTY The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Growing Naturals DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, Growing Naturals SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Growing Naturals will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Growing Naturals liable for any of the consequences of such interruptions. GROWING NATURALS SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. GROWING NATURALS SHALL HAVE NO LIABILITY WITH RESPECT TO GROWING NATURALS OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF GROWING NATURALS HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF GROWING NATURALS HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY GROWING NATURALS AS A DIRECT RESULT OF THIS AGREEMENT.

 

LIMITATION OF LIABILITY Growing Naturals OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE Growing Naturals SERVICE OR ANY INFORMATION PROVIDED ON THE Growing Naturals WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF Growing Naturals OR A Growing Naturals AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Growing Naturals’s LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

 

You agree that Growing Naturals, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Affiliate, jointly and severally agree to indemnify, defend, and hold harmless Growing Naturals and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

 

Growing Naturals agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to Growing Naturals’ negligence or willful misconduct in performance of the Services or its breach of this Agreement.

 

NON-DISCLOSURE Growing Naturals acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (“Confidential Information”) of Your company. Growing Naturals agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term”Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of Growing Naturals, that becomes available to Growing Naturals from third parties without knowledge by Growing Naturals of any breach of fiduciary duty, or that Growing Naturals had in its possession prior to the date of this Agreement. Any information we receive is used solely for tracking and Commission payment purposes. Growing Naturals reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Growing Naturals deems appropriate.

 

OWNERSHIP AND LICENSES You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Growing Naturals provided trademarks and banners. All images,technology and content provided for Your use is and shall remain the sole property of Growing Naturals, and no part thereof shall be deemed assigned or licensed toYou except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain Growing Naturals’ sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

 

Growing Naturals may immediately terminate Your license to use the marks if Growing Naturals reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by Growing Naturals. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge Growing Naturals’ ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of Growing Naturals.

 

REPRESENTATIONS Growing Naturals makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-Growing Naturals Web site does not mean that Growing Naturals endorses or accepts any responsibility for the content or the use of such Web site.

 

NONASSIGNABILITY Affiliate or Growing Naturals may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between

both parties.

 

FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

 

MISCELLANEOUS

 

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties.