Diet Your Way is a business that helps consumers follow more consistently their diet. We take diet or meal plans, organise the preparation of meals through local restaurants and deliver it fresh to the customer, as often as they want.
The purpose of this agreement is to document a relationship in which you help us to acquire customers for the Diet Your Way service. We believe that your exposure to people that need help to manage their diets or are busy training for an important sporting event or a competition will benefit greatly from our service.
The following terms and conditions set out the complete agreement between Diet Your Way and you for your participation as an Affiliate.
As used in this Agreement, "we", "us", "Diet Your Way" or "our" means Diet Your Way, a sole trader operating in New Zealand.
"Website" means the website at http://www.dyw.co.nz/.
"Qualifying Purchase", "purchase", "sale" or "customer order" means a purchase on the Diet Your Way website through your Referral ID number.
“Referral ID number” means the unique ID number we give you to advertise our services to your customers and track your Referees.
“You", "your" or means you, the affiliate.
"$", "dollar" or "dollars" means New Zealand Dollar.
2.1 The Term of this Agreement (the "Term") will begin upon our acceptance of your application to become an Affiliate which signifies your acceptance of this Agreement.
2.2 The Term shall be for a period of one (1) year from the date of this Agreement and shall automatically renew for successive one (1) year terms unless either party gives thirty (30) days’ notice to the other that it intends not to renew the Agreement at the end of the current term or terminates this Agreement in accordance with clause 14 of this Agreement.
3.1 We will make available to you a variety of advertising collateral for you to use to promote our service. You may also advertise and create your own marketing materials, subject to our express approval, to help increase the likelihood of Qualifying Purchasers. We will at all times cooperate with you in good faith in respect of our combined marketing efforts.
3.2 You are responsible for all the marketing claims and representations you make about our service on your marketing materials, even if they are approved by us. You must ensure that claims are accurate, substantiated and will not mislead customers.
3.3 we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
4.1 This Agreement will be terminated without notice if, in our sole discretion, We determine that you have breached any or all of the following explicitly prohibited actions.
The forbidden actions are:
-False or inappropriate advertising: You may not advertise your Referral ID number on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.
Further information on your customers orders can be requested at any time provided that the client gives his/her explicit permission.
6.1 Each party hereby represents and warrants that:
-it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
-it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
-the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
6.2 We will remain solely responsible for the operation of the Diet Your Way website. You acknowledge that the site may be subject to temporary downtime due to causes beyond our reasonable control and you hold us harmless for any loss you suffer as a result of the website being down or interrupted.
6.3 We will not be liable for any indirect, special, punitive or consequential damages (including, without limitation, lost data) arising out of this Agreement.
7.1 We will be solely responsible for fulfilling all customer orders and payment processing through the Affiliate Marketing Programme. Accordingly, we own the relationship with the customer.
7.2 All of the information about customers is collected, processed and owned solely and exclusively by us.
7.3 We are responsible for providing customer service support to the all customers. If you receive questions and queries about customer orders, you must immediately make us aware of the questions and allow us to resolve.
8.1 We hereby grant you a non-exclusive, non-transferable, royalty-free license to establish to use our trade names, logos, trademarks and service marks (collectively, “Intellectual Property”) to advertise our service on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the intellectual property will be subject to our prior written approval.
8.2 You hereby grant to us during the Term a non-exclusive, non-transferable, royalty-free license to use your trade names, logos, trademarks and service marks for the purposes of marketing. Before we use any of the above, we’ll seek your prior written approval.
8.3 Except in the circumstances set out above, each party reserves all rights, title and interest in their respective intellectual property rights (e.g. patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other's marks, notwithstanding the two clauses above, is prohibited.
You agree to indemnify, defend and hold us harmless and our directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses that arise in conjunction with this Agreement.
10.1 Nothing in this Agreement will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
10.2 You will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect.
10.3 Neither party will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimise the impact of the event.
10.4 You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns.
10.5 The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
10.6 This Agreement represents the entire Agreement between you and use with respect to the subject matter contained herein and supersedes any other oral or written agreements regarding the subject matter.
10.7 This Agreement may be amended or modified only by a written instrument signed by a duly authorised agent of each party.
10.8 If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
11.1 We may modify or terminate this Agreement without cause at any time.
11.2 We may terminate this Agreement without notice if in our sole discretion we determine that you have breached the terms and conditions of this Agreement.
11.3 You may terminate this Agreement, at any time, with or without cause, by giving us at least seven days (7) days written notice of termination.11
This Agreement has been made in and shall be construed and enforced in accordance with the laws of New Zealand. You submit to the exclusive jurisdiction of the Courts of New Zealand.
Any notices under this agreement will be given in writing by email to email@example.com.