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. Valid Coupon codes are available in the Ascend Dashboard. Promotion of Receptra Coupon codes not listed in PepperJam/Ascend is permitted with prior written approval only. Please note: some coupon codes are suppressed and will void commissions when used.



2). Company Responsibilities

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

(b) Ensure Affiliate Link is working and remains active and usable for all purchases during the life of this agreement.

(c) 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.