Rootify LLC Affiliate Program Terms & Conditions

These Affiliate Program Terms & Conditions (the "Terms") govern your participation as an affiliate ("Affiliate" or "You") in the Rootify LLC Affiliate Marketing Program (the "Program"). Rootify LLC ("Company," "We," "Us," or "Our") is a company organized and existing under the laws of Michigan.

BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS AND SUBMITTING YOUR APPLICATION, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES AND GUIDELINES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CHECK THE BOX AND DO NOT PROCEED WITH YOUR APPLICATION.

 

1. Definitions

 

  • Program: Refers to the Company's Affiliate Marketing Program, which includes these Terms, conditions, and guidelines for participation.

  • Products/Services: Refers to the products and/or services offered by the Company (including, but not limited to, Cycle Sync and future unique formulations) that are eligible for promotion under these Terms.

  • Affiliate Link/Code: A unique tracking link or discount code provided by the Company to You to track referrals and sales generated.

  • Commission: The percentage of the net sale price earned by You for qualifying sales or subscriptions generated through Your efforts.

  • Confidential Information: Any non-public information, data, or materials relating to the Company's business, operations, Products/Services, marketing strategies, or customers.

  • Net Sale Price: The price of the Product(s)/Service(s) after excluding taxes, shipping costs, and any discounts applied.

 

2. Enrollment and Acceptance

 

2.1. To participate in the Program, You must complete the Company's online application form. 2.2. The Company reserves the right to approve or reject any application for any reason at its sole discretion. 2.3. Acceptance into the Program will be communicated to You in writing (e.g., via email).

 

3. Services and Obligations of Affiliate

 

3.1. You agree to promote the Company's Products/Services in a positive and professional manner, consistent with the Company's brand guidelines and values. 3.2. You shall use the provided Affiliate Link/Code for all promotions to ensure proper tracking of referrals and Commissions. 3.3. You shall comply with all applicable laws, rules, and regulations, including, without limitation, the Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising. This includes clearly and conspicuously disclosing Your material connection with the Company (e.g., "#Ad," "#Sponsored," "#AffiliateLink," "#RootifyPartner," "I receive a commission"). 3.4. You shall not engage in any deceptive, misleading, or unethical marketing practices, including but not limited to: * Using spam or unsolicited commercial email. * Making false or misleading claims about the Company's Products/Services. * Using any illegal or unethical methods to generate sales or leads. * Engaging in any fraudulent activity, such as artificially inflating clicks or sales. 3.5. You are responsible for Your own marketing activities and expenses. 3.6. You shall not register or use any domain names, social media handles, or other online identifiers that are confusingly similar to the Company's trademarks or brand names. 3.7. You shall promptly remove any promotional content related to the Company upon request.

 

4. Commission Structure and Payment Terms

 

4.1. Commission Rate(s): The Company agrees to pay You a Commission on qualifying sales or subscriptions generated through Your Affiliate Link/Code, based on the current tiered commission structure published on the Company's affiliate program page. This structure rewards increased performance with higher commission percentages and additional benefits.

4.2. Qualifying Sales/Subscriptions: A sale or subscription is considered "qualifying" if it meets the following criteria: * New Customer Sales: Sales made to customers who have not previously purchased from the Company. * Attribution Window: Sales attributed to You within a cookie window of 30 days from the customer's initial click on the Affiliate Link/Code. * Recurring Subscriptions: Commission will be paid on all successful, ongoing subscription payments from customers you referred, for as long as they remain subscribed. * Exclusions: Commissions are not paid on sales that are subsequently returned or refunded; sales generated through fraudulent or unethical means; sales where the Affiliate Link/Code was not properly used; purchases made by the Affiliate themselves; or sales where another marketing channel is deemed the primary driver by the Company's analytics. 4.3. Payment Schedule: Commissions will be calculated and paid on a monthly basis, approximately 30 days after the end of the period in which the qualifying sales/subscriptions occurred. 4.4. Payment Method: Payments will be made via PayPal. You are responsible for providing accurate payment information. 4.5. Minimum Payout Threshold: Payments will only be issued once the accumulated Commission reaches a minimum threshold of $50.00 USD. If the threshold is not met, the Commission will roll over to the next payment period. 4.6. Taxes: You acknowledge and agree that You are an independent contractor and are solely responsible for all local, state, and federal tax liabilities associated with the Commissions earned under these Terms. The Company will not withhold any taxes from payments to You. 4.7. Adjustments: The Company reserves the right to adjust Commissions for returns, chargebacks, fraudulent activity, or any other non-qualifying sales/subscriptions.

 

5. Term and Termination

 

5.1. Term: These Terms shall commence upon Your acceptance and submission of the application form and shall continue until terminated by either Party as provided herein. 5.2. Termination for Convenience: Either Party may terminate these Terms for convenience upon 30 days' advance written notice to the other Party. 5.3. Termination for Cause: a. The Company may terminate these Terms immediately upon written notice if You breach any material term of these Terms, including but not limited to, engaging in fraudulent activity, violating FTC guidelines, or disparaging the Company. b. Either Party may terminate these Terms if the other Party commits a material breach of these Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof. 5.4. Effect of Termination: a. Upon termination, You shall immediately cease all use of the Company's trademarks, logos, and promotional materials, and remove all Affiliate Links/Codes. b. The Company will pay all earned and undisputed Commissions up to the effective date of termination, subject to any adjustments. c. Sections related to Confidentiality, Intellectual Property, Indemnification, Governing Law, Limitation of Liability, and any other provisions that by their nature should survive termination, shall survive the termination of these Terms.

 

6. Intellectual Property and Usage Rights

 

6.1. Company's Intellectual Property: You acknowledge that all intellectual property rights related to the Company's Products/Services, trademarks, logos, and promotional materials (collectively, "Company IP") are and shall remain the sole property of the Company. 6.2. License Grant: The Company grants You a limited, non-exclusive, non-transferable, revocable license to use the Company IP solely for the purpose of promoting the Products/Services under these Terms. This license shall terminate immediately upon termination of these Terms. 6.3. Usage Rights for Content Created by Affiliate: If You create specific content (e.g., social media posts, videos, blog articles) for or about the Company's Products/Services as part of Your participation in the Program, You hereby grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, display, perform, publish, and create derivative works of such content, in whole or in part, in any and all media now known or hereafter devised (including, without limitation, on the Company's websites, social media channels, advertising campaigns, and promotional materials), for marketing, promotional, and commercial purposes, without further compensation to You. This grant of rights includes the right to use Your name, likeness, and voice in connection with such content. 6.4. Credit: The Company agrees to provide appropriate credit to You where feasible and commercially reasonable, unless otherwise agreed upon. 6.5. Company's Right to Edit: The Company reserves the right to edit, modify, adapt, or combine any content provided by You to fit its marketing needs, provided such edits do not materially alter the original message or intent of the content in a misleading or negative way. 6.6. Waiver of Moral Rights: You hereby waive any and all moral rights (droit moral) or similar rights You may have in the content created hereunder, to the extent permissible by law.

 

7. Confidentiality

 

7.1. You agree to maintain the confidentiality of all Confidential Information disclosed by the Company during the term of Your participation in the Program and for a period of 10 years thereafter. 7.2. You shall not use Confidential Information for any purpose other than fulfilling Your obligations under these Terms. 7.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no fault of Yours; (b) is rightfully received by You from a third party without restriction on disclosure; (c) is independently developed by You without use of the Company's Confidential Information; or (d) is required to be disclosed by law, provided You give prompt notice to the Company to allow it to seek a protective order.

 

8. Representations and Warranties

 

8.1. Company's Warranties: The Company represents and warrants that it has the full right, power, and authority to operate this Program and perform its obligations hereunder. 8.2. Affiliate Warranties: You represent and warrant that: a. You have the full right, power, and authority to participate in this Program and perform Your obligations hereunder. b. All promotional activities will comply with all applicable laws, rules, and regulations, including FTC guidelines. c. Any content created by You will be original and will not infringe upon the intellectual property rights, privacy rights, or publicity rights of any third party. d. You will not engage in any fraudulent, deceptive, or unethical practices.

 

9. Indemnification

 

9.1. Affiliate Indemnification: You agree to indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: a. Your participation in the Program. b. Your breach of any representation, warranty, or obligation under these Terms. c. Any negligent or willful act or omission of Yours. d. Any claim that Your promotional activities or content infringe upon the intellectual property rights or other rights of any third party. e. Your failure to comply with applicable laws, including FTC disclosure requirements.

 

10. Relationship of the Parties

 

10.1. The relationship between the Company and You is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. 10.2. You have no authority to bind the Company or make any representations or warranties on behalf of the Company.

 

11. Limitation of Liability

 

11.1. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM ACCESS TO, OR USE OF, THE PROGRAM OR ANY COMPANY PRODUCTS/SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2. THE COMPANY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE TERMS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

 

12. Governing Law and Dispute Resolution

 

12.1. Governing Law: These Terms shall be governed by and construed in accordance with the internal, substantive laws of the State of Michigan, without regard to its conflict of laws principles. 12.2. Dispute Resolution: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Michigan before one arbitrator. The arbitration shall be administered by American Arbitration Association pursuant to its Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties agree that the arbitrator may not modify or change these Terms in any way. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. In his or her award, the arbitrator shall determine and award the costs of reasonable attorneys' fees to the prevailing party. 12.3. Waiver of Jury Trial: THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CONTROVERSY OR CLAIM ARISING OUT OF THESE TERMS.

 

13. Miscellaneous

 

13.1. Entire Agreement: These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. 13.2. Amendments: The Company reserves the right to modify these Terms at any time. Any changes will be effective upon posting the revised Terms on the Company's website. Your continued participation in the Program after such modifications constitutes Your acceptance of the revised Terms. 13.3. Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. 13.4. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.5. Assignment: Neither Party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other Party, except that the Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. 13.6. Notices: All notices required or permitted under these Terms shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon the first business day after sending by recognized overnight courier; or (c) upon the date of sending by email with confirmation of receipt, to the email address provided by each Party for notice purposes. 13.7. Headings: The headings in these Terms are for convenience only and shall not affect its interpretation.