Delegates Program Operating Agreement
Updated: February 8, 2020.
Welcome to DeRu’s area for Delegates (the “Delegates Area”), where you can manage your affiliate marketing relationship with DeRu Extracts, LLC (“DeRu Extracts, LLC”, “DeRu” or “us” or similar terms).
Any person or entity that participates or attempts to participate in our affiliate marketing program (the “Delegates Program” and such person or entity, “you”, or a “Delegate”) must accept this Delegates Program Operating Agreement (this “Agreement”) without change. By registering for or using the Delegates Site, you agree to this Agreement, including the Program Policies (defined in Section 14).
1. Description of the Delegates Program
The Delegates Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Publication”), by placing on your Publication links to the DeRu Extracts, LLC Site (deruextracts.com). The links must properly use the special link formats we provide and comply with this Agreement (“Affiliate Links”).
When DeRu’s customers click through the Affiliate Links to purchase an item sold or services offered on the DeRu Extracts, LLC Site, you can receive program fees for qualifying purchases, at a rate of 15% of the final product price (does not include shipping or coupons deducted).
In order to facilitate your advertisement of these items or services, we may make available data, images, text, links, marketing content, and other linking tools. This is only available to DeRu Delegates.
2. Delegates Program Compliance Requirements
You must comply with this Agreement to participate in the Delegates Program and receive fees. This includes promptly providing us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable DeRu Extracts, LLC marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to immediately and permanently end your participation in the Delegates Program.
3. DeRu Extracts, LLC Customers
Our customers are not, by virtue of your participation in the Delegates Program, your customers. All pricing, terms of sale, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the DeRu Extracts, LLC Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with an DeRu Extracts, LLC Site, you will direct the customer to contact us at email@example.com.
You represent, warrant, and covenant that
a) You will participate in the Delegates Program and create, maintain, and operate your Publication in accordance with this Agreement.
b) Neither your participation in the Delegates Program nor your creation, maintenance, or operation of your Publication will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing).
c) You are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting).
d) You have independently evaluated the desirability of participating in the Delegates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.
e) The information you provide in connection with the Delegates Program is accurate and complete at all times. You can update your information by logging into your account on the Delegates Site and selecting “Account Settings”.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Delegates Program, and we will not be liable for any actions you undertake based on your expectations.
5. Identifying Yourself as a Delegate
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Publication or any other location where DeRu Extracts, LLC may authorize your display or other use of Program Content: “As an DeRu Extracts, LLC Associate I earn from qualifying purchases.”
Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Delegates Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Term and Termination
The term of this Agreement will begin upon your completion of the require Units in our Facebook Group. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by emailing us at firstname.lastname@example.org
In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following:
a) You are in material breach of this Agreement. Any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
b) You otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any Program Policy).
c) We believe that we may face potential claims or liability in connection with your participation in the Delegates Program.
d) We believe that our brand or reputation may be tarnished by you or in connection with your participation in the Delegates Program.
e) Your participation in the Delegates Program has been used for deceptive, fraudulent or illegal activity.
f) We believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement.
g) We have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason.
h) We have terminated the Delegates Program as we generally make it available to participants.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
The Delegates Program, the DeRu Extracts, LLC Site, any products and services offered on the DeRu Extracts, LLC Site, any Affiliate Links, link formats, content, the product advertising api, data feed, product advertising content, our and our affiliates’ domain names, trademarks and logos (including the DeRu Extracts, LLC marks), and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of us or our affiliates or licensors in connection with the Delegates Program (collectively the “service offerings”) are provided “as is” and “as available”. Neither we nor any of our affiliates or licensors make any representation or warranty of any kind with respect to the service offerings. We disclaim all warranties with respect to the service offerings. We may discontinue any service offering or may change the nature or operation of any service offering, at any time. Neither we nor any of our affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither we nor any of our affiliates or licensors will be responsible for (a) any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your Publication or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this agreement. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with your participation in the Delegates Program, or (z) any termination or suspension of your participation in the Delegates Program. Nothing in this section 7 will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.
8. Limitations on Liability
Neither we nor any of our affiliates or licensors will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the service offerings will not exceed the total fees paid or payable to you under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.
To the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your Publication (including your use of any service offering) or your violation of this agreement, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your Publication or any materials that appear on your Publication, including the combination of your Publication or those materials with other applications, content, or processes, (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Publication or any materials that appear on or within your Publication, (c) your use of any service offering, whether or not such use is authorized by or violates this agreement or applicable law, (d) your violation of any term or condition of this agreement (including any program policy), or (e) your or your employees’ or contractors’ negligence or willful misconduct. We or our nominee may take legal action and perform any procedural act on behalf of any DeRu Extracts, LLC party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this section.
10. Governing Law and Disputes
Any dispute relating in any way to the Delegates Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes in the State of Michigan.
As independent contractors, DeRu Delegates will be responsible for payment of any income taxes they should incur as an individual. When a Delegate reaches $490 in commissions, a W-9 will be required from the Delegate before future payouts may be made. Any Delegate who receives $500 or more in commissions will receive a 1099-MISC before January 31 of the following year.
12. Additional Provisions
We may send you emails relating to the Delegates Program from time to time.
You acknowledge and agree that
a) we may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement
b) we may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Publication
c) 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
d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
This Agreement is not transferrable. Should your publication be passed to another owner, that owner will need to enter into an agreement with us.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, and other rules referenced in this Agreement. This Agreement is the entire agreement between you and us regarding the Delegates Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
Any information relating to DeRu Extracts, LLC or any of its affiliates that we provide or make accessible to you in connection with the Delegates Program that is not known to the general public or that reasonably should be considered to be confidential is DeRu’s “Confidential Information” and will remain DeRu’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Delegates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Delegates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. Your continued participation in the Delegates Program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate this agreement in accordance with section 6.
14. Program Policies
DeRu Extracts, LLC prides itself on being safe, transparent, and honest. Due to the massive amount of unsafe and/or bad aromatherapy/essential oil information on the internet, we expect our Delegates to hold themselves to our safe, honest, and transparent standards. This section may be updated regularly. Delegates will be notified through email about any changes as they occur.
a) Do not give unsafe information. Recommend proper dilution and note when there may be medical contraindications (safety info is on every product we sell). Sharing recipes? Generally, recipes for diffusion are the safest way to go. If you have a topical recipe and are unsure of safety to note, please email it to us and we will be glad to help you with the safety to include with your recipe/post/blog.
b) Follow laws. Both the FDA and the FTC have very specific rules about what you can and cannot say when selling our products. Feel free to ask us if you are unsure.
c) Abide by copyright laws. If you share information from elsewhere, credit the author. Some authors may not allow sharing without written consent. If so, get the consent before you publish.
d) If you use images besides those provided by us and not created by you, be sure that the image may be used and properly credit the photographer/creator.
e) Our logo(s) and taglines may be used provided you are following all stipulations of the Program Policies.
f) The DeRu Delegates program pays 15% commission on order totals, minus shipping and discounts. DeRu Delegates in our Beta Group will be “grandfathered in” at this rate, should it be lower in the future.
g) Fees will be paid on the first of the month for the preceding month. Your unpaid referrals may be viewed on your DeRu Delegates page under the Stats section.