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Referral Partner Agreement


1.     Terms and Condition of Agreement: By signing up as an Affiliate with the Company, the Parties agree to the following terms and conditions as set forth in this Agreement.

2.0     Non-Exclusive Relationship: The Parties agree that the Company may contract with as many affiliates other than the Affiliate as the Company determines, in its sole and unfettered discretion.

3.0     Products: The Parties agree that the Company will determine its products, materials, services and memberships (collectively, the “Products”) as well as the selling price from time to time of such items, all in its sole and unfettered discretion.

4.1     Promotional Materials: Company shall make available to Affiliate in the sole discretion of the Company certain banner advertisements, button links, text links, and/or other graphic or textual material which may include the Trademarks (hereafter defined) as developed by the Company from time to time for display and use on by the Affiliate on its website and other social media used by the Affiliate (collectively, the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate determines is appropriate, provided that the manner of display shall be strictly subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.

4.2      The Affiliate’s use and display of the Promotional Materials on the Affiliate’s website or on any other form of social media shall strictly conform to the following terms, conditions and specifications: Affiliate agrees that Affiliate will not use any graphic, textual or other materials to promote Company’s website, Products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display. Pictures of the Affiliate using the “Block Buddy”, “Block Baby” and other Products while an Affiliate, strictly in accordance with Agreement, shall be permitted.

4.3     Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the Products available thereon), and for linking to Company’s website.

4.4     Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.

5.0     License: Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The Company may revoke the Affiliate’s License at any time and for any reason in the Company’s sole and unfettered discretion. The term of the License shall immediately expire upon the termination of this Agreement between the Company and the Affiliate.

6.0     Intellectual Property: Company retains all right, title, ownership and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property rights in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying Company Intellectual Property, other than the right to use the Promotional Materials granted under the License, as set forth herein.

7.0     Relationship of Parties: This Agreement shall not be construed to create any employment relationship, agency relationship, joint venture or partnership between Company and Affiliate. Affiliate shall provide referral services to the Company only as an independent contractor. Affiliate shall have no authority to contractually bind the Company or commit the Company to enter into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

8.1     Commissions: In exchange for an Affiliate’s display of the Promotional Materials, for Affiliate’s compliance with and performance of the terms and conditions of this Agreement and referrals of third party user not already purchasing Products, from the Company (a “User”), the Company shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of the selling price in the currency received by the Company for Company Products sold to a User (not including packaging, handling and shipping charges or associated taxes paid by the user to the Company) that is determined to have been referred to the Company by the Affiliate. The Company will track all Users who access Company’s website through a link on Affiliate’s website. In addition, should a User indicate clearly when submitting its order for Company Products that the User was referred to the Company by the Affiliate, the Company will credit such associated Products sales to the Affiliate.

8.2     The current Commission rate is: Block Therapy Referral Partner Program: 15% 1st Tier, 5% 2nd Tier. Commission rates are all inclusive of any liability of the Company for any and all applicable taxes that the Affiliate is required to charge or remit to any government agency based upon the Commission earned including sales taxes, goods and services taxes, ad valorem taxes or income taxes.

These percentage are subject to change by the Company at any time and without prior notice of the effective date of the change in Commission rates. Notification to an Affiliate of any change in commission rates will be given by Company at the email address on hand with the Company for the Affiliate. Commission will be based on online purchases completed by a User for any new and recurring online purchases for the life of the registered User. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and will be available through the Affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these Company records, and the actual amount of Commissions paid to the Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

8.3     Commissions are held for a period of 1 month from the completion of any User purchase of Company Products to protect Company in the event of any chargeback or sale reversal that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the 17th of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $100.00, then such accrued and payable balance shall be held over until the month that the total Commissions owing reach at least $100.00 will then be paid together with the Commissions due for that month. Payment is made via the Affiliate PayPal account. Canadian Affiliates will be paid by e-Transfers. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement, then any accrued and payable Commissions owing to Affiliate at the time that this Agreement is terminated by the Company shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

9.0     Affiliate’s Covenants, Representations and Warranties. Affiliate covenants, represents and warrants the following:

a.  it is authorized to enter into this Agreement, it is not infringing the rights of any third parties by entering into this Agreement and that it has had an opportunity to have this Agreement reviewed by legal, accounting and other professionals of its choosing prior to accepting the terms and conditions of this Agreement,

b.  the Affiliate’s own website does not and will not contain discriminatory content (whether based upon religion, creed, race, ethnicity, gender, sexual orientation, physical disabilities or otherwise) or any materials which are sexually explicit, obscene or containing pornographic materials, or which promote hate or threaten anyone or defames or libels anyone,

c.  the Affiliate will not use the Promotional Materials in any manner other than as expressly permitted hereunder to promote the sale of the Products during the term of this Agreement,

d.  the Affiliate will not make any claim to ownership of the Promotional Materials or to the copyright, trademark or other intellectual property rights therein,

e.  the Affiliate will not engage in the distribution of unsolicited bulk emails that in any way mentions or makes reference to the Company or the Promotional Materials. For greater certainty, mailing lists with Affiliate contacts who wish to be notified by the Affiliate of updates will not be a violation of this covenant,

f.  the Affiliate will hold all information that the Affiliate may receive concerning a customer of Block Therapy in strict confidence and only make use of such information to facilitate authorized communications with a customer of the Company for matters strictly related to Block Therapy and in the best interests of the Company, and

g.  the Affiliate has at a minimum purchased and completed the Block Therapy Starter Program.

10.0.     Domain Name and Trademarks.The Affiliate will not use at any time either during the term of this Agreement or at any time thereafter as part of its website domain name, social media handle, social media name, or part of social media URL, the words “Block Therapy”, “Block Buddy”, Block Baby”, “Fluid Isometrics”, the Company logo or any other trademark owned by the Company (collectively, the Company “Trademarks”) or any words, logo or domain name confusingly similar to these company Trademarks. The Affiliate will not use at any time either during the term of this Agreement or at any time thereafter the Trademarks except as specifically licensed hereunder for use only during the term of this Agreement on the Company’s Products. The Affiliate will not make use of the Company Trademarks on merchandise that is not produced by the Company.

11.0     Release and Indemnity–Affiliate.   Affiliate, at its own expense, shall defend the Company, and its officers, directors, employees, representatives and agents, against any suits, demands, liabilities, claims, actions, expenses, losses, costs and damages of any kind or nature whatsoever, including without limitation, general, direct, special, indirect and consequential damages (the "Claims") brought against such person based upon the following, and shall pay all settlements entered into and damages of any kind awarded against the Company (including reasonable attorneys’ fees) to the extent based on such Claims.

(a)     the Affiliate’s breach of any warranty, covenant or representation in this Agreement; and

(b)     the Affiliate’s breach of any law, regulation, rule, ordinance, or order of any government, court, tribunal, government body or agency or professional association, in the jurisdiction in which the Affiliate operates or any jurisdiction that the Affiliate may be subject to by virtue of its acceptance of clients from such jurisdictions outside of its own jurisdiction. For greater certainty and to reassure all Affiliates, the Company confirms to the Affiliate that all contracts for the purchase of the Company products and programs are entered into between the Company and the customer. The Affiliate is not a party to any of these contracts and is neither liable for nor responsible to either the customer of the Company for a breach of contract by either the customer or the Company.

12.0     Taxes: The Company shall not be liable or responsible for taxes of any nature or kind that the Affiliate may owe to any governmental authority arising out of any Commission payment made by the Company to the Affiliate. The Commission shall be paid in gross to the Affiliate and shall be deemed to include all taxes.

13.0     Minimum Requirements to be An Affiliate. To be an Affiliate of the Company, you must have purchased and verified that you completed at a minimum, the Block Therapy Starter Program. Any person who is enrolled as an Affiliate where it is determined by the Company that this requirement has not been met, may be removed by the Company as an Affiliate immediately and without prior notice.

14.0     Use of Coupon/Discount Sites and Cookie Stuffing Prohibited.  Affiliate agrees to not post or promote the Affiliate’s tracking links and the sale of Products on coupon or discount websites.  The Affiliate further agrees to not participate in any form of “cookie stuffing” activity with respect to the promotion or sale of the Products.

General Provisions:

15.0     Forbearance or indulgence by either Party in any regard does not constitute a waiver of the term or condition to be performed, and either Party may invoke any remedy available under the Agreement or by law despite the forbearance or indulgence. This Agreement may only be amended with the written consent of both Parties.

16.0     Nothing in this Agreement will be construed to constitute either Party or any of their representatives as a representative or a partner of the other Party.

17.0     If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the offending provision will be severed from the Agreement and the other provisions of this Agreement will remain in full force.

18.0     The headings used in this Agreement are for reference only and have no legal effect.

19.0     This Agreement is governed by, and must be construed in accordance with, the laws of the Province of Manitoba, Canada.  The Parties agree to attorn to the exclusive jurisdiction of the courts of the Province of Manitoba, Canada for the determination of any dispute arising out of this Agreement.

20.0     The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs, as well as reasonable attorneys' fees.

21.0     This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements or representations or warranties of any kind.

22.0     This Agreement is effective upon execution by the Parties and will remain in effect until terminated. Either Party can terminate this Agreement immediately for any reason on notice to the other Party.

23.0     Upon termination of this Agreement for any reason (except for failure of the person attempting to be an Affiliate to meet the requirements of paragraph 13.0 above or a breach by the Affiliate of the requirements of paragraphs 10.0 and 14.0, in which cases the Affiliate agrees that the Affiliate’s entitlement to Commissions is forfeited), the Affiliate will be entitled to Commissions in accordance with this Agreement prior to termination of this Agreement, provided such User orders are filled, shipped and entirely paid for by the User.  

24.0     Survival.  Sections 4.1, 4.2, 4.3, 4.4, 5.0, 6.0, 10.0, 11.0, 12.0, 19.0, 20.0, 21.0, 23 and 24.0 as well as any accrued payment obligations, shall survive any termination of this Agreement.

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