Marketing Affiliate Agreement

This Marketing Affiliate Agreement (the “Agreement”) is entered by and between Unified Field, LLC, a limited liability corporation incorporated in Arizona, with its main place of business located at 4435 E. Chandler Blvd., Suite 200, Phoenix, AZ 84048 (referred to as “Company”) and the account owner/user (individual or legal entity) agreeing to this Agreement by marking the corresponding checkbox (referred to as “Marketing Affiliate” or “MA”) (each a “Party”; collectively, the “Parties”).

1. Effective Date and Term.

This Agreement’s Effective Date begins on the submission of the agreed to checkbox by the MA. 

The Term of this Agreement shall last for 2 years beginning from the Effective Date. The Term shall automatically renew with 1-year extensions unless otherwise noted by Company.

2. Grant of Rights.

Subject to this Agreement, Company hereby grants MA the nonexclusive right to advertise, market, and sell the VertaClean Starter Kit (the “Product”) to MA’s customers and/or patients and for MA to hold themselves out as an affiliate of Company.

3. Affiliate Identification.

Company will provide MA with either an Affiliate Link, an Affiliate Code, or both for MA to provide to MA’s customers and/or patients. An Affiliate Link is a customized URL that Company creates and assigns to MA so that the customers or patients’ orders of the Product using that Affiliate Link is attributed to MA. An Affiliate Code is a customized alphanumeric code that Company creates and assigns to MA which links customers or patients’ orders of the Product to that assigned MA. The Affiliate Link and/or Affiliate Code may also provide a discount to MA’s customers and/or patients. 

4. Compensation.

4.1.  MA shall be entitled to compensation from Company in the amount of $20 per Product sold when a customer and/or patient purchases the Product using the Company provided Affiliate Link and/or Affiliate Code. 

4.2.  Company is entitled to deduct from MA’s next scheduled compensation payout for returned and refunded Product that is associated with MA’s Affiliate Link and/or Affiliate Code if that returned and refunded Product is returned within 1 year of the date it was sold. 

4.3.  Company shall initiate the transfer of the compensation to MA at an interval not later than the last Friday of the month that is 90 days after the date that the Product is purchased using the MA’s assigned Affiliate Link and/or Affiliate Code. For example, if the sale is made on April 15, Company shall initiate the transfer of the compensation to MA not later than the last Friday of July.

4.4.  Company shall pay the compensation to MA by either mailing a check or money order for the compensation amount to MA or by sending a deposit to MA’s provided bank account. Company shall not be held liable for any delays in postage or processing time.

4.5.  If a customer or patient purchases the Product using the Affiliate Link assigned to one MA and the Affiliate Code assigned to another MA, only the MA assigned to the Affiliate Code will be entitled to compensation for the sale of that Product. 

5. Product Support.

Company acknowledges that MA is not best suited to handle customer or patient questions, complaints, inquiries, or other concerns, or to handle technical support for the Product; therefore, Company will provide contact methods for customers and patients to reach Company on its website, marketing materials, and product packaging and/or instructions. Further, Company acknowledges that MA is not equipped to handle repairs and other in-person support for the Product, and MA acknowledges that any such support provided will be deemed voluntary and that MA is not entitled to compensation for opting to provide any customer or patient with any repair and/or other in-person, over-the-phone, or other technical support unless MA is given express written permission from Company.

6. Intellectual Property.

MA acknowledges that Company owns all trademarks, patents, copyright, and other intellectual property related to the Product. Company grants MA a limited license to use said trademarks and copyrightable materials so that MA may market the Product. No other right to intellectual property is granted.

7. Termination.

Either Party may terminate this Agreement with 15 days written notice to the other Party. After termination, MA’s Affiliate Link and/or Affiliate Code may be immediately deactivated by Company. MA’s compensation up to the receipt of the written notice from one Party to the other will be paid out at its normal interval. MA will not be entitled to any compensation for any sale following the date of the receipt of the written notice from one Party to the other. If there is a deficit owed by MA to Company for returned and refunded Product totaling greater than MA’s last scheduled payout, MA will compensate Company for the deficit within 30 days.

8. Indemnification.

Company shall indemnify, defend, and hold harmless MA and its shareholders, officers, and employees against all damages, liabilities, claims, and expenses, including without limitation attorneys’ fees, judgements, penalties, fines, expenses, court costs, and amounts paid in settlement (collectively, “Losses”), provided that the Losses are caused by the negligence or willful or wanton misconduct of Company’s officers, employees, agents, contractors, or subcontractors that perform services under this Agreement. MA shall promptly notify Company of any third-party claim potentially subject to indemnification under this Section, but in no event later than 14 days after MA’s receipt of notice of the claim. MA shall indemnify, defend, and hold harmless Company and its shareholders, officers, and employees against all damages, liabilities, claims, and expenses, including the Losses, provided that the Losses are not caused by the negligence or willful or wanton misconduct of Company’s officers, employees, agents, contractors, or subcontractors that perform services under this Agreement.

9. General Provisions.

9.1.  Company may update and change any part of this Agreement other than section 4.1. If this Agreement is updated or changed, the revised Agreement will be available on Company’s website and/or be sent via email to MA.

9.2.  MA may not assign or delegate any performance, right, interest, or obligation of this Agreement unless given express written consent by Company. Any assignment or delegation in violation of this provision is void. 

9.3.  This Agreement binds and benefits the Parties and their respective permitted successors.

9.4. This Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document, but all such counterparts shall constitute one agreement.

9.5. This Agreement constitutes the entire agreement between the Parties. All earlier and contemporaneous negotiations, understandings, promises, and agreements, oral or written, between he Parties on the matter contained in this Agreement are merged into and superseded by this Agreement.

9.6. Company’s failure to seek redress for breach or to insist on specific performance of any provision of this Agreement will not affect Company’s right to require performance at a later time nor constitute a waiver of any subsequent breach of this Agreement.

9.7. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited by the court. If a court of competent jurisdiction deems that a modification is insufficient to permit a provision to survive, this Agreement will continue as though that provision did not exist.

9.8.  This Agreement shall be governed by the laws of Arizona and the United States, without regards to conflict of laws provisions. Each Party submits to the jurisdiction of any state or federal court located in Maricopa County, Arizona.

9.9.  The Parties agree that all disputes, controversies, and claims between the Parties shall be settled through binding arbitration instead of through courts of general jurisdiction or through a class action and MA hereby waives the right to participate in any class action or joint arbitration against Company. 

By filling in the corresponding checkbox or clicking an acceptance through Company’s website, MA acknowledges that MA has read this Agreement and understands each provision and that MA agrees to comply with all provisions contained herein.