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    The following are the terms and conditions (this "Agreement" or the "Terms") for affiliates that direct potential customers to Gracie Sports Nutrition, LLC (“Gracie Essentials”) web sites and where Gracie Essentials has agreed to pay the Affiliate Member ("Ambassador") for directing those potential customers to the COMPANY.


    1. Acceptance: By submitting an application for becoming an Ambassador of Gracie Essentials, the Ambassador agrees to be bound by the Terms as stated herein without modification.


    1. Nature of the Relationship: The nature of the relationship between Gracie Essentials and Ambassador will be that of independent contractors for all purposes and in no event will the Ambassador or any person employed by the Ambassador be held or construed to be employees of Gracie Essentials. Specifically, Gracie Essentials is not a member of any partnership, joint venture or franchise arrangement with the Ambassador.


    1. Ownership and use of Gracie Essentials Materials: "Gracie Essentials Materials" include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, or any other materials provided by Gracie Essentials, the website or any Gracie Essentials services in any way. Gracie Essentials retains complete ownership and all rights to the Gracie Essentials Materials. The Ambassador does not have the right to use or change any of the Gracie Essentials Materials without prior written consent of Gracie Essentials. The Ambassador does not have the right to use any Gracie Essentials Materials for third party or competitive use. All use of Gracie Essentials Materials without prior written consent, will cease after termination of this agreement.


    1. Term: This Agreement will be for an indefinite term and can be terminated immediately without cause by either Gracie Essentials or the Ambassador providing notice to the other party. Upon termination, the Ambassador will stop using Gracie Essentials Materials and the Ambassador will discontinue any use of the Gracie Essentials trademarks.


    1. Compensation: Gracie Essentials agrees to pay the Ambassador a commission of 20% (twenty percent) over all gross sales generated with the use of a coupon code and/or link assigned exclusively to the Ambassador. The coupon must be used by the consumer in the website store checkout and it is not valid for any other marketplace. The discount offered to the consumer through the code may vary and is not cumulative with any other promotions. If the consumer uses the Ambassador’s link, instead of a coupon code, the promotion will be automatically added to the checkout and the commission will be accrued to the Ambassador if the consumer completes the purchase through the same link.


    Payments are calculated on the first business day of each quarter of the calendar year and payment will be sent within five business days when commission payable total $100 or more. The Ambassador will have access to an online report of his/her coupon usage or click through links by end consumers.


    1. Taxes: The Ambassador is responsible to provide the Gracie Essentials with accurate tax and payment information that is necessary to issue a Commission Fee to the Ambassador. If Gracie Essentials does not receive the necessary tax or payment information within 90 days of a qualified purchase, which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no commission fees will be owed with respect to such qualified purchase. The Ambassador is required to submit a W8/W9 tax form to Gracie Essentials when required. The Ambassador is responsible for the payment of all taxes related to the commissions received under this Agreement. In compliance with U.S. tax laws, Gracie Essentials will issue a Form 1099 to the Ambassador if earnings meet or exceed the applicable threshold.


    1. Ambassador Obligations: The Ambassador should comply with following the obligations, while this agreement is valid:


    • Supplying pictures and/or videos taken in current or past events for Gracie Essentials to use in, but not limited to, campaigns, websites, landing pages, social media, marketplaces and all other marketing channels. Also you agree to post about Gracie Essentials products at least once a week in all your social media accounts, using the hash tags that link with Gracie Essentials Social Media and Website (@gracieessentials)


    • Do not promote, advertise, support or become Brand Ambassador of any competitor company or product in the nutritional supplements industry in the countries where Gracie Essentials operates and commercializes its merchandises.


    1. Confidentiality: The Ambassador may be given or obtain access to non-public information of Gracie Essentials that Gracie Essentials considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively "Confidential Information"). The Ambassador agrees not to use any Confidential Information disclosed to you by Gracie Essentials for your own use or for any purpose other than to carry out your obligations under this Agreement. The Ambassador will not disclose any Confidential Information to third-parties or to his/her employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. The Ambassador agrees to notify Gracie Essentials immediately and in writing of any misuse or misappropriation of Gracie Essentials’ Confidential Information, which may come to your attention and to return Gracie Essentials’ Confidential Information upon the request of Gracie Essentials. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Gracie Essentials.


    1. Use of Image: The Ambassador grants permission to Gracie Essentials to use his/her image (photographs and/or video) for use in publications including videos, emails, brochures, newsletters, and magazines and to use my image in electronic versions of the same publications or on Gracie Essentials sites, social medias or other electronic forms of media. The Ambassador hereby waives any right to inspect or approve the finished photographs or electronic matter that may be used in conjunction with them now or in the future, whether that use is known to You or unknown, and The Ambassador waives any right to royalties or other compensation arising from or related to the use of the image.


    1. Return of Confidential Property: Upon Gracie Essentials’ request (and upon termination of this Agreement), the Ambassador will deliver to Gracie Essentials all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to Gracie Essentials’ business including all copies, extracts, summaries and analyses.


    1. Indemnification: The Ambassador agrees to indemnify and hold Gracie Essentials, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including reasonable attorneys' fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, website content or how you otherwise direct potential customers to Gracie Essentials’ websites).


    1. Limitations of damages: Gracie Essentials will not be liable to the Ambassador for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if Gracie Essentials is at fault and/or knew or should have known of the possibility thereof, and the Ambassador hereby releases and waives any claims against Gracie Essentials regarding such damages.


    1. Trademarks and other Intellectual Property: You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of Gracie Essentials (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of Gracie Essentials. The Ambassador may use and display such trademarks only in the manner and for the purpose authorized by Gracie Essentials, and only during the Term of this Agreement. Gracie Essentials reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. The Ambassador shall not use any trademark or trade name of Gracie Essentials in any corporate, partnership or business name without Gracie Essentials’ prior written consent.


    1. Media: No press releases mentioning this affiliate program participation may be made without prior written consent of Gracie Essentials to a release being made. The Ambassador will provide a copy of any press releases to Gracie Essentials.


    1. Marketing Rights: During the Agreement period, Gracie Essentials is granted use of the Ambassador’s image and reproduction in advertising and promotion of Gracie Essentials.


    1. Conduct: The Ambassador agrees to conduct with due regard to public conventions and morals and agrees that will not do or commit any act or thing that will tend to degrade Gracie Essentials or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, the Ambassador will not market Gracie Essentials’ site or products using illegal, unethical, or misleading methods, through inaccurate content or false products claims.


    1. Assignment: This Agreement cannot be assigned.


    1. Waivers: No failure or delay, on the part of Gracie Essentials, in exercising any right or power under these Terms will operate as a waiver of such right or power.


    1. Severability: If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.


    1. Governing Law and Notices: In respect to construction, interpretation, validity and enforcement, these Terms are to be construed in accordance with and governed by the laws of Florida in the United States of America. You consent to the exclusive jurisdiction of the courts of the state of Florida, USA. Any notice under this Agreement will be in writing and delivered in person or by public or private courier service. All notices will be addressed to Gracie Essentials located at 2100 Coral Way suite #126, Miami, FL 33145. Any notices to you may be delivered to you at the address, email address or facsimile number provided in your application or to any address later provided.


    1. Binding Effect: This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of Gracie Essentials and the Ambassador.


    1. Knowledgeable Acceptance: The Ambassador states that currently is 21 years of age or older and is competent to contract in his/her own name. The Ambassador has read this agreement before signing below, and fully understands the contents, meaning and impact of this agreement. The Ambassador understands that he/she is free to address any specific questions regarding this terms by submitting those questions in writing prior to signing, and agrees that failure to do so will be interpreted as a free and knowledgeable acceptance of the terms of this agreement.



    LAST UPDATE: 08/01/17