|Conversion action||Online purchase with processed valid payment|
|Cookie days||180 day(s)|
|Commission type||Percent of Sale|
AFFILIIATE PARTNER AGREEMENT
THIS AFFILIATE PARTNER
AGREEMENT (the "Agreement"), is by and between Nano Biologics
Research Inc: NanoBiologicscorp.com (hereafter referred to as "NBRI”) and
(hereafter referred to
as "Affiliate Partner") (sometimes individually referred to as a
"Party" and collectively as "Parties").
WHEREAS, the Affiliate
Partner desires to legally sell Hemp and Cannabis related products and
services, and NBC is in the
business of manufacturing those products for its customers and clients; and
WHEREAS, NBCI and the Affiliate Partner have agreed to create an affiliation
between them in which NBCI and the Affiliate Partner will share the revenue
created by sales facilitated by Affiliate through NBCI Websites during the term
of this Agreement, the date of such affiliation being the date of this
Agreement, as set forth above. NOW THEREFORE, toward this end, and in
consideration of the promises, covenants and agreements contained herein, and
the mutual benefits to be derived from this Agreement, the Parties agree as
1. PARTICIPATION IN
This agreement governs
participation in the NBRI Affiliate Partnership Program only. Once you are
accepted into the Program, you will be able to participate in the Program
subject to the terms and conditions of this Agreement. You should also note
that if you are accepted to participate in the Program and any site,
advertising, or marketing material you use is there after determined (in our sole
discretion) to be unsuitable based on the criteria below for the Program, we
may terminate this Agreement:
means a specific offer posted by NBRI on its Affiliate Partnership Program
site. The terms and conditions of such Offers shall be incorporated into this
Link" means a NBRI link from your Email or Site to NBRI’s site using one
of the Required URLs or any other URL or graphic link provided by NBRI for use
in the Program. A Qualifying Link or "Linking Materials" shall be
defined as hyperlinks, buttons, banners or other user interface established by
NBC for your Emails or Web site.
Product Revenues" means revenues derived by us from Product or Membership
Sales, less chargebacks, taxes, surcharges and processing fees.
2.4 "Required URLs"
means the special URLs specified in an Offer to be used to link from your
Emails or Site to NBRI's Site.
means a World Wide Web Site and, depending on the context, includes the website
that you will link to the NBC Site as identified in your Affiliate
3.1. You shall only
link your Emails & Site to areas within NBRI's Site using Required
URLs for the Program. You may post as many links to the Required URLs as you
3.2. You agree to
display NBRI Link materials appropriately on your Web site and/or Email
and to respect NBC's trademarks, service marks and other rights in the Link
Materials. You will use only these Link materials to link your Web site to
NBC's Web site, and you will not alter the look or feel of these Link
Materials or of our Web site in any way. You will update to new versions of
Link Materials as NBRI makes them available or you submit a request for a
specific type of Linking Material.
3.3. NBRI will
not, and is not obligated to, make any representations, warranties or other
statements concerning you, your Site, any of your products or services, or your
3.4. You will be
solely responsible for the development, operation and maintenance of your Site
and for all materials that appear on your Site. We disclaim all liability for
such materials. You shall indemnify and hold us harmless from all claims,
damages and expenses (including, without limitation, attorney's fees) relating
to the development, operation, maintenance and contents of your site. You are
also responsible for notifying us of any malfunctioning of the Required URLs or
other problems with your participation in the Program in accordance with the
terms of the Offer and this Agreement. NBRI will respond in normal course
to all concerns upon notification.
3.5. You will (1) not
make any representations, warranties or other statements concerning NBRI or
NBRI’s Site and (2) protect NBRI’s confidential information.
4. REFERRAL FEES
As an approved
participant of NBRI’s Affiliate Partnership Program, you may earn Referral Fees
for affiliate services in accordance with this Section 4. NBRI may change
or terminate the provisions of this Section 4 at any time and at NBC’s sole
following the date of this Agreement, any product sold through NBRI’s
website to any client resulting from an Affiliate Partner website lead:
NBRI will maintain
records in sufficient detail for the purpose of determining the amount of the
Referral Fee. NBC holds the right to change percentage Referral Fee based
on individual and product basis. Any product/service returns will be deducted
from the Referral Fee that is due to the Affiliate Partner.
4.2 NBRI shall
have the sole right and responsibility for processing all payment processing
and fulfillment of orders for our Products sold pursuant to this
acknowledge that all agreements relating to sales to Customers shall be between
NBC and the Customer.
4.3. You acknowledge
that your entitlement to any compensation reported with respect to any tracked
or reported activity is solely a function of the terms of your agreement with
NBRI and that NBRI is solely responsible for its payment. The fact that a
compensation amount is reported for any tracked activity does not necessarily
mean that a payment is due to you from NBRI, since payment may be subject
to conditions established by NBRI, including policies regarding order
cancellation, returned merchandise, receipt of pending credit card
authorizations and minimums for earned compensation before payment is made. All
determinations of Qualifying Links and the compensation due to you shall be
final and binding.
4.4 All determinations
of Qualifying Links and whether a Referral Fee is payable will be made by
NBRI and will be final and binding on both parties. Prices for the products
will be set solely by NBRI in its discretion.
4.5. Only those who
are approved by NBRI’s Affiliate Partnership Program at the time of receipt of
a Customer offer(s)
will be eligible for payment under this Agreement.
4.6. As an independent
contractor, any referral fees earned will be reported as required by all
Federal and State requirements and you will be solely and entirely responsible
for any and all taxes and/or other fees or obligations associated with the
receipt of payment under this Agreement.
4.7. The terms and
conditions of this Section 4, including the fee amounts, may be changed at any
time and for any reason
within NBC's sole discretion.
5. REFERRAL FEE
stated in an Offer Addendum, we will pay you referral fees on a monthly basis.
Approximately thirty (30) days following the end of each month, we will send
you a check for the referral fees earned on Qualifying Product revenues for
that month, less any returns and canceled orders. However, if the referral fees
payable to you for any month are less than $25.00, we will hold those referral
fees until the total amount due is at least $25.00 or (if earlier) until this
Agreement is terminated.
6. OWNERSHIP, LICENSES
AND PAY PER CLICK SEARCH ENGINE POLICY
6.1. Each party owns
and shall retain all right, title and interest in its names, logos, trademarks,
service marks, trade dress, copyrights and proprietary technology, including,
without limitation, those names, logos, trademarks, service marks, trade dress,
copyrights and proprietary technology currently used or which may be developed
and/or used by it in the future. We grant you a limited, revocable,
non-exclusive, license to use the graphic image and text, which may include our
name, logos, trademarks,
service marks (collectively, the "NBC Marks"), designated in the
Offer, only as provided to you through the NBC Affiliate Partnership Program
and solely for the purpose of creating links from your Emails and Site to our
Site pursuant to this Agreement. Except as expressly set forth in this
Agreement or permitted by applicable law, you may not copy, distribute, modify,
reverse engineer, or create derivative works from the same. You may not
sub-license, assign or transfer any such licenses for the use of the same, and
any attempt at such sub-license, assignment or transfer is void. Any prominent
use of the NBRI Marks on your Site must be approved by NBRI prior to
publishing. We may revoke your license at any time by giving you written
6.2. As a condition to
your acceptance and participation in the Program, you agree not to undertake or
engage in the following practices, and any violation of this Section shall be
deemed a material breach of this Agreement:
(a) Use or otherwise
incorporate the word "NBRI" or variations or misspellings in the
domain name(s) of your Site(s), on any meta tags of Web pages comprising your
Site, or in advertising or searchable keywords where your ad outranks ours;
(b) Modify or alter
NBC's Site in any way;
(c) Make any
representations, either express or implied, or create an appearance that a
visitor to your Site is visiting NBC's
Site, e.g. "framing" the NBC Site, without NBC's prior written
or "spider" the NBRI Site or any other NBRI website for
content (such as images, logos and text).
NBRI's request, you shall immediately remove from your Site any Link to our
Site which is displayed on a page which we, in our sole discretion, deem
6.3. Pay Per Click
Search Engine Placement Policy: Affiliates ARE NOT permitted to out bid NBC for
placement on any search
terms or any variation of our brand trademark, at any time, in any search
To administer this
policy, we will enforce the following:
- Publishers that
violate these rules could be deactivated from the program immediately.
- Publishers that do
not remove their listings within 2 calendar days could be subject to legal
- Publishers that do
not follow the correction policy will be removed from the program immediately
and forfeit all Referral Fees currently owed.
6.4. Customers that
link from your Email and Web site to NBRI's Web site under this program
become NBRI's customers and NBC's responsibility for purposes of their business
relationship with NBRI. NBRI Customer lists and other NBRI Customer
information are NBC's trade secret information.
7.1. The rights and
obligations created hereunder shall continue in full force and effect for one
(1) year following the date of this Agreement and will automatically renew for
successive one year terms unless terminated in writing by either party.
7.2. Either party may
terminate this Agreement at any time, for any reason, by deleting their
acceptance of the Offer upon five (5) days prior written notice of such termination
to the other party. In addition, NBC shall be entitled to terminate this
Agreement immediately if you materially breach or violate any terms or
conditions of this Agreement, or if NBRI determines, in its sole discretion,
that there are technical, or operational issues (e.g. interruptions caused by
or shifts in online/Internet technology) that adversely affect the
implementation of the Program, or the orders/referrals were obtained
fraudulently, or through misrepresentation, in which case NBRI reserves the
right to withhold payment of associated Referral Fees pending an investigation
of the suspected fraud or misrepresentation. Termination of this Agreement
shall also terminate any outstanding Offer. However, all rights to payment,
causes of action and any provisions that by their terms are intended to survive
termination, shall survive termination of this Agreement.
7.3. Upon termination
of this Agreement for any reason, you will immediately cease use of, and remove
from your Site, all links to our Site, and all NBC trademarks, trade dress and
logos, and all other materials provided by or on behalf of us to you pursuant
hereto or in connection with the Program. NBC may take any and all legal action
necessary if you fail to cease use of, and remove from your site as required
7.4. You are only
eligible to earn Referral Fees on Qualifying Product Revenues occurring during
the term of this Agreement, and referral fees earned through the date of
termination will remain payable only if the related Qualifying Products are not
canceled or returned by a Customer.
8.1. You represent and
warrant that (a) you have the authority to enter into this Agreement and
sufficient rights to grant any licenses expressed herein, and (b) any material
displayed on your Site will not: (i) infringe on any third party's copyright,
patent, trademark, trade secret or other proprietary rights or right of
publicity or privacy; (ii) violate any applicable law, statute, ordinance or
regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or
obscene; (v) violate any laws regarding unfair competition, anti-discrimination
or false advertising; (vi) promote violence or contain hate speech; (vii)
promote discrimination based on race, age, sex, religion, nationality, sexual
orientation or disability; (viii) contain viruses, Trojan horses, worms, time
bombs, cancel bots or other similar harmful or deleterious programming
routines' or (ix) otherwise constitutes an "unsuitable Site" as determined
by NBRI in accordance with the terms outlined in the Section 1 above titled
"Participation in the Program."
8.2. NEITHER PARTY
MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANT-ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NBRI MAKES NO EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE
PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE
RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Each party hereby
agrees to indemnify, defend and hold harmless the other party and its
affiliates, directors, officers, employees and agents, from and against any and
all liability, claims, losses, damages, injuries or expenses (including
reasonable attorneys' fees) brought by a third party, arising out of a breach,
or alleged breach, of any of its representations or obligations herein.
10. LIMITATION OF
In no event will
either party be liable to the other party for any direct, indirect, special,
exemplary, consequential or incidental damages arising from or related to this
Agreement or the Program, even if informed of the possibility of such damages.
Further, neither party's aggregate liability arising from this Agreement and
the Program shall exceed the total referral fees paid or payable to you under
11.1. No Agency. Each
party shall act as an independent contractor and shall have no authority to obligate
or bind the other in any respect, and nothing in this Agreement (including any
Offer) shall create any partnership, joint ventures, agency, franchise, sales
representative or employment relationship between the parties. Neither party
shall make any statement, whether on their sites or otherwise, that reasonably
would contradict anything in the paragraph.
for Binding Agreement. You acknowledge that you have read this Agreement and
agree to all its terms and conditions. You understand that we may at any time
(directly or indirectly) solicit Customer referrals on terms that may differ
from those contained in this Agreement or operate Sites that are similar to or
compete with your Site. You have independently evaluated the desirability of
participating in the Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
Venue. This Agreement shall be governed by the laws of the State of California,
without reference to rules governing choice of laws and you irrevocably consent
to the jurisdiction of such courts. NBC may freely assign their rights in this
Agreement. An affiliate may not assign affiliate rights in this Agreement.
Manifestation of Assent. This Agreement may be agreed to in more than one
counterpart, each of which together shall form one and the same instrument. The
parties agree that execution and manifestation of assent may be achieved in any
format convenient to the parties.
The provisions of this Agreement are independent of and separable from each
other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.
11.6. Assignment. You
may not assign this Agreement, by operation of law or otherwise, without our
prior written consent, which may be withheld in our sole discretion. Subject to
that restriction, this Agreement will be binding on, inure to the benefit of,
and enforceable against the parties and their respective successors and
assigns. Our failure to enforce your strict performance of any provision of
this Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement.
Relief. The parties agree that any breach of either of the party's obligations
regarding trademarks, service marks or trade names, confidentiality, links or
the removal of links, and/or user data may result in irreparable injury for
which there may be no adequate remedy at law. Therefore, in the event of any
breach or threatened breach of a party's obligations regarding trademarks,
service marks or trade names, confidentiality, links or the removal of links,
and/or user data, the aggrieved party will be entitled to seek equitable relief
in addition to its other available legal remedies in a court of competent
11.8. Obligation to
Mediate in Good Faith. Except as provided in this Section 11.7, before either
party initiates a lawsuit against the other relating to this Agreement, the
parties agree to mediate all disputes and claims arising out of or relating to
the parties' performance under it, or its breach. To this end, either party may
request, after informal discussions have failed to resolve a dispute or claim,
that each party designate an officer or other management employee with
authority to bind the party to meet in good faith and attempt to resolve the
dispute or claim through mediation. During their discussions, each party will
honor the other's reasonable requests for information that is not privileged
and relates to the dispute or claim. This Section does not apply (i) should the
expiration of the statute of limitations for a cause of action be imminent, or
(ii) if a party is seeking an injunction pursuant to Section 11.8.
11.9. Force Majeure.
You acknowledge that NBRI's servers, equipment, and services (e.g. tracking and
reporting) may be subject
to temporary modifications or shutdowns due to causes beyond NBRI's reasonable
control. Such temporary service interruptions will not constitute a material
breach of this Agreement. NBRI will use commercially reasonable efforts
to provide the services contemplated under this Agreement and to remedy any
temporary interruptions or other problems that adversely affect the Program.
Fees. In the event any action is commenced to construe or enforce any provision
of this Agreement, the prevailing party, in addition to all other amounts such
party is be entitled to receive from the other party, will be entitled to
receive its reasonable attorneys' fees and costs incurred in bringing such
Sections 7 (Termination), 9 (Indemnification), 10 (Limitation of Liability),
and 11 (General), including all subsections thereof, shall survive the
termination of this Agreement.
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on the NBRI Affiliate Partner Site and giving you notice of the
modification through .... Modifications may include, for example, changes in
the scope of available referral fees, referral fee schedules, payment
procedures, and Program rules.
IF ANY MODIFICATION IS
UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE
OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
a part of our Terms of Service. By using this site or our online store, you
SECTION 1 – AGE
RESTRICTIONS ON ACCESS AND PURCHASES
You must be at least
18 years old to access this site. If you are under 18 years old you
are not permitted to use this site for any reason. You must be of legal age
required by the state or province you are in to purchase our products. It is
your responsibility to know whether you are legally able to purchase our
SECTION 2 – WHAT
INFORMATION DO WE GATHER AND WHAT DO WE DO WITH IT?
When you purchase
something from our store, as part of the buying and selling process, we collect
the personal information you give us such as your name, address and email
tools that collect information that make it easier to use our store and our
Cookies are small text
files that are placed on your computer’s hard drive when you visit certain
whether you have visited us before or if you are a new visitor and to help us
identify site features in which you may have the greatest interest. Cookies may
enhance your online experience by saving your preferences while you are
visiting a particular site.
Most browsers will
tell you how to stop accepting new cookies, how to be notified when you receive
a new cookie, and how to disable existing cookies. Please note, however, that
without cookies, you may not be able to take advantage of all our website
When you visit our
site, some information is automatically collected. This may include information
such as the Operating System (OS) running on your device, Internet Protocol
(IP) address (which may be used to obtain your geolocation), access times,
browser type, and language, and the website you visited before our site. We
also collect information about how you use our site, including the elements you
have interacted with, metadata and other details about these elements, change
states and other user actions.
Email marketing: By
providing us with your email address, you are giving us permission to send you
emails about our store, new products and other updates. You have the
opportunity to unsubscribe from these emails at any time by clicking the
“Unsubscribe” button included at the bottom of each email.
How we use your
information. In general, we use the information we collect primarily to
provide, maintain, protect and improve our current site and products and to
develop new products. We use personal information collected through our site as
described below and described elsewhere in this Policy to:
SECTION 3 – CONSENT
How do you get my
By providing us with
personal information to complete a transaction, placing an order,
arranging for a delivery or returning a purchase you are consenting to our
collecting and using your information (your credit card information is
discussed in Section 4 below).
How do I withdraw my
You may withdraw your
consent for us to contact you by clicking the “Unsubscribe” button included at
the bottom of each email or contacting us at [email protected] or
mailing us at:
1645 E 6th St #100
Austin, TX 78702
SECTION 4 – DISCLOSURE
We do not share your
personal information with third parties without your consent other than with
SECTION 5 – PAYMENT
Our store is built on
an e-commerce software platform called WooCommerce that allows us to
sell our products and services to you.
Payment: If you
provide us with your credit card information during the payment process, we
send it to our PCI-DSS compliant payment gateway for processing using
SSL encryption technology. Your credit card information is never stored for use
beyond your current transaction.
All direct payment
gateways comply with the standards set by PCI-DSS as managed by the PCI
Security Standards Council, which is a joint effort of brands like Visa,
MasterCard, American Express and Discover.
help ensure the secure handling of credit card information by our store and our
payment processors and service providers.
SECTION 6 – THIRD-PARTY
Our Policy does not
cover any third-party services. To learn about those third parties’ privacy
practices, please read their privacy policies.
Links: When you click
on links on our store, they may direct you away from our site. We are not
responsible for the privacy practices of other sites and encourage you to read
their privacy policies.
SECTION 7 – SECURITY
To protect your
personal information, we take reasonable precautions and follow generally
accepted industry practices to make sure it is not inappropriately lost,
misused, accessed, disclosed, altered or destroyed. Your personal information
is protected by your password – never share this password with
anyone. NanoBiologics Research Inc. will never contact you to
ask you for your password.
If you provide us with
your credit card information, the information is transmitted to our
server using secure socket layer technology (SSL) which employs
the AES-256 encryption standard.
SECTION 8 – AGE OF
By using this site,
you represent that you are at least the age of majority in your state or
province of residence, or that you are the age of majority in your state or
province of residence and you consent to any of your minor dependents using
SECTION 9 – U.S. LAW
This site is intended
for users located in the United States. By sending us your Personal Information
from outside the U.S., you consent to the application of U.S. law and to the
use and disclosure of your personal information consistent with this Privacy
Policy. It is up to you to determine whether accessing this site and purchasing
our products are legal where you are. You access this site and purchase our
products at your own risk, and you are responsible for compliance with all
applicable laws, rules, regulations and treaties.
SECTION 10 – CHANGES
We reserve the right
Changes and clarifications will take effect immediately upon their posting on
the website. NanoBiologics Research Inc. encourages visitors to
QUESTIONS AND CONTACT
If you would like to:
access, correct, amend or delete any personal information we have about you
(other than that information automatically generated by your use of our site),
register a complaint, or simply want more information contact our customer
service team at [email protected] or by mail
1645 E 6th St #100
Austin, TX 78702