303.CBD.1663

Receptra Naturals Affiliate Agreement

This is the Receptra Naturals (“Company”) Affiliate Agreement (“Agreement”). By participating in

Company’s Affiliate Sales Program, Affiliate agrees to the following terms and conditions:

1. The Product. Affiliate shall sell the Product under the marks Receptra Naturals™

2. No Claims. Affiliate and any party referenced herein, SHALL NOT MAKE ANY MEDICAL CLAIMS

CONCERNING THE PRODUCT.

3. Intellectual Property. Company has issued and pending intellectual property rights associated with the

Product, including trade names and branding and certain copyrighted packaging and advertising materials

(“Company’s Intellectual Property”) with respect to which Company hereby grants to Affiliate the following

rights under this Section (the “Marketing and Distribution Rights”), which Affiliate may exercise. (“Form”)

(a) Generally. The non-exclusive right, license and privilege during the Term (as hereafter defined) and

throughout the World (the “Territory”) to use, distribute, sell, advertise, promote and otherwise exploit

the Product and all improvements, line extensions and modifications thereof by any and all means

and media, in any and all markets, including but not limited to broadcast, cable, satellite and all other

forms of television transmission now existing or hereafter developed, including without limitation,

infomercials, commercial spots, promos, radio, electronic and computer retailing media (such as the

Internet), all print media, direct mail solicitation, package inserts, inbound and outbound telemarketing,

credit card syndication, catalog sales, retail sales, and all other channels or means of distribution now

existing or hereafter developed.

(b) Term. None. This is an at-will agreement that can be terminated with 5-business days notice by either

Company or Affiliate (the “Term”).

(c) Use of Trademarks. The right to use any and all trademarks that Company may own or control with

respect to the Product, including the unregistered ‘Company’ trademark (the “Trademarks”).

(d) Use of Company’s Artwork and Copyrighted Materials. The right to copy and use any and all artwork,

promotional materials, advertising collateral, including videos, and other copyrighted materials that

Company may own or control with respect to the Product (“Company’s Artwork and Copyrighted

Materials”), copies of all of which Company shall provide to Affiliate for this purpose.

(e) No Assignment of Intellectual Property Rights. Nothing in this Agreement shall be construed as an

assignment of Company’s intellectual property rights. Affiliate shall have no other intellectual property

rights except for those expressly granted in this Agreement.

(f) No Commitment for Additional Products. The Affiliate may, but The Company is not committed to,

request that this Agreement be extended to such products as the Company manufactures or sells as

follow-up or supplementary products.

4. Responsibilities of Parties

1). Affiliate Responsibilities

(a) Affiliate agrees to offer its best efforts to promote Company’s products in exchange for a 20%

gross commission per each sale that is directly referred by Affiliate’s designated and unique

web link (“Affiliate Link”), to be provided by Company.

(b) Promote and Advertise Company’s products in accordance with Company’s brand, messaging

and pricing. Promotion of Receptra Coupon codes is permitted with prior written approval only.

2). Company Responsibilities

(a) Monthly payment of affiliate commissions outstanding, see “Payment” section.

(c) Ensure Affiliate Link is working and remains active and usable for all purchases during the life

of this agreement.

(d) Make best efforts to fulfill any orders referred by Affiliate within 3 business days of transaction.

If Company discontinues a product or anticipates an indefinite delay in production of a product,

Company agrees to notify Affiliate with as much advance notice as possible.

5. Payment: Company agrees to provide Affiliate with payment of outstanding commissions within 15

days after the close of the month. Company acknowledges that Affiliate will not be providing an invoice or

prompting of payment requirement monthly. Payments will be issued via Company check to affiliate unless

both parties agree to an alternate form of payment. Payments will be sent via USPS Priority mail to the

preferred address provided by Affiliate.

6. Exclusivity:

Both Company and Affiliate acknowledge that this affiliate relationship is non-exclusive. That is, Company

may allow other parties to promote any and all of its products online or elsewhere and Affiliate is able to

work with other merchants to promote 3rd party products.

7. Non-Disparagement:

In the event that one or both parties are unhappy with the agreement at some point in the future, both

parties agree to not intentionally disparage the other in either written or verbal communications.

8. Notices. All notices to or by the respective Parties hereto shall be in writing and shall be deemed to have

been duly given when delivered by hand, posted by recorded delivery post, sent by facsimile or by e-mail to

the Party to which such notice is required to be.

9. Confidentiality. All customer lists, price lists, written and unwritten marketing plans, techniques, methods

and data, sales and transaction data, all technology, intellectual property and know-how relating to the

manufacture of the Product, and other information designated by either Party as being confidential or a trade

secret, shall constitute confidential information of such Party (“Confidential Information”). Either Party

receiving Confidential Information (a “Receiving Party”) from the other Party (a “Conveying Party”) shall hold

all Confidential Information in the strictest confidence and shall protect all Confidential Information of the

Conveying Party with at least the same degree of care that the Receiving Party exercises with respect to its

own proprietary information. Without the prior written consent of the Conveying Party, the Receiving Party

shall not use, disclose, divulge or otherwise disseminate any Confidential Information of the Conveying Party

to any person or entity, except for the Receiving Party’s attorneys, accountants and such other professionals

as the Receiving Party may retain in order for it to perform and enforce the provisions of this Agreement.

10. Independent Contractor. No Party or any of its officers, employees, agents or representatives is a

partner, employee or agent of any other Party for any purpose whatsoever. Rather, each Party is and shall

at all times remain an independent contractor. No Party has, nor shall it hold itself out at as having, any right,

power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of,

or binding upon the other Party, unless such other Party shall consent thereto in writing. Each Party shall

have the right to appoint and shall be solely responsible for its own employees, agents and representatives,

who shall be at such Party’s own risk, expense and supervision and shall not have any claim against any

other Party for compensation or reimbursement.

11. Force Majeure. In the event of war, fire, flood, labor troubles, strike, riot, act of governmental authority,

acts of God, or other similar contingencies beyond the reasonable control of either of the Parties interfering

with the performance of the obligations of such Party, the obligations so affected shall be deferred to the

extent necessitated by such event or contingency without liability, but this Agreement shall otherwise remain

unaffected. Notice with full details of any circumstances referenced herein shall be given by the affected

Party to the other Party, promptly after its occurrence. The affected Party shall use due diligence, where

practicable, to minimize the effects of or end any such event.

12. Further Actions. The Parties agree to execute such additional documents and to perform all such other

and further acts as may be necessary or desirable to carry out the purposes and intentions of this Agreement.

13. Miscellaneous.

13.1 Entire Agreement. This Agreement contains the entire understanding of’ the Parties and supersedes

all prior Agreements and understandings, whether written or oral, between them with respect to the subject

matter hereof. Each Party is entering this Agreement without reliance upon any promise, representation or

warranty other than those expressly set forth herein.

13.2 Amendment. No amendment of this Agreement shall be effective unless embodied in a written

instrument executed by both of the Parties.

13.3 Waiver of Breach. The failure of any Party hereto at any time to enforce any of the provisions of this

Agreement shall not be deemed or construed to be a waiver of any such provisions, or in any way to affect

the validity of this Agreement or any provisions hereof or the right of any Party to thereafter enforce each and

every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall

be effective unless set forth in a written instrument executed by the Party against which enforcement of such

waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other

or subsequent breach.

13.4 Assignability. This Agreement shall be assignable by the Company and shall be binding on and inure

to the benefit of the Company and its respective heirs, representatives, successors and assigns. Affiliate

shall not have the right to assign its respective rights under this Agreement.

13.5 Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with

the internal laws of the State of Colorado without regard to its own conflict of law principles. The Parties

agree that all disputes arising out of or related to this Agreement, whether before or after its termination, shall

be resolved by final, mandatory, binding arbitration in or near the County of Denver, State of Colorado, with

one arbitrator, each Party to pay its own costs and attorney fees, and the costs of the arbitrator to be shared

equally. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction

thereof. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, OR TORT

(INCLUDING NEGLIGENCE), STRICT LIABILITY, MACHINE LIABILITY, OR OTHERWISE, SHALL EITHER

PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY

DAMAGES OF ANY KIND WHETHER OR NOT EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF

SUCH DAMAGE.

13.6 Severability. All of the provisions of this Agreement are intended to be distinct and several. If any

provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be

ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or

unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or

unenforceable, or the remaining provisions hereof, or render invalid or unenforceable such provision in any

other jurisdiction.

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