The undersigned (“Affiliate”) DR. TERRY WAHLS, LLC d/b/a “The Wahls Institute”, (hereinafter collectively referred to as “Wahls”) hereby enter into this Agreement governing the Affiliate’s participation in the Wahls Affiliate Program.

  1. In accordance with the terms of this Agreement:

 

  1. Affiliate shall have the opportunity to promote WAHLS and its programs in accordance with the terms of this Agreement and derive commissions as set forth below.. 
  2. Affiliate shall promote and market WAHLS’s programs using only promotional materials supplied or approved by WAHLS. Promotional material (emails, landers, ads, social media posts) must be consistent with WAHLS’s branding and shall not be false or misleading.
  3. Affiliate shall direct potential purchasers of WAHLS programs to the dedicated links provided by WAHLS

 

  1. Affiliate hereby understands and agrees to the terms of this Agreement as spelled out in the provisions contained herein, and each of them. In addition, Affiliate understands and agrees that should Affiliate continue to participate in the Affiliate Program following any notice posted on any WAHLS’s website, sent via email to the email address of the Affiliate on file with WAHLS, or otherwise communicated by any WAHLS principal or agent to the Affiliate, of any alteration or change to this Agreement, including any and all revisions and/or modifications thereto, Affiliate is bound by such revised and/or modified Agreement.

 

  1. Affiliate and WAHLS hereby further agree as follows:
  1. Referrals” is defined as any leads who have been referred by Affiliate to WAHLS, and/or any of its brands, using the Affiliate’s unique affiliate tracking link  (“Tracking Link”). The Tracking Link will be provided by Wahls. 
  2. The Tracking Links are last-click-last-credit, and the cookies created by the Tracking Links have a ninety (90) day term. 
  3. Affiliates may not make any purchases using their own Tracking Link. 
  4. Any potential referrals who did not use the Tracking Link, or who signed up after the ninety (90) day term has expired, cannot be subsequently credited to Affiliate’s
  5. account.
  6. All payment processing shall be performed by WAHLS

4.Referral Activities

Affiliate agrees that they will not promote any WAHLS program, product and/ or service, including but not limited to any program, product and/or service provided or made available under any of WAHLS’s brands, or use a Tracking Link in a way or on any site that: contains sexually explicit materials, contains violent materials, contains defamatory materials, promotes discrimination, promotes illegal activities, directs toward children under age 13, violates the CAN-SPAM Act, violates the guidelines or regulations of the Federal Trade Commission, violates any law, holds Wahls, or any of its brands, principals and/or agents, in a negative or demeaning light, violates rights to publicity, violates rights to privacy, and/or violates intellectual property rights.

5. Referral Fees

  1. Referral Fees  shall be paid based upon Net Revenues from Affiliate’s promotional activities as determined by the Tracking Link.
  2. The affiliate fee structure is as follows:
    1. The Autoimmune Intervention Masterly Course: 30% of Net Revenue
    2. The Wahls Protocol® Seminar: $100 of Net Revenue
    3. The Wahls Protocol Health Practitioner Certification: $100 of Net Revenue
  1. “Net Revenue” is defined as Gross Revenue attributed to Affiliate less returns and refunds.
  2. Commissions shall be payable after the expiration of a thirty day refund period. Affiliate Commissions will not be paid on any Referral Fees that have been refunded or have been unable to be fully processed. Affiliate Commissions for purchases on payment plans or recurring payment programs will be dispersed on a monthly basis as payments are made and processed.
  3. WAHLS agrees to pay Affiliate any accrued Affiliate Commissions on a monthly basis, payable between the tenth and the twentieth of the month following the expiration of the abovementioned thirty-day refund period. Payment shall be made via PayPal to the email address used in the Affiliate application. WAHLS makes payment for all commissions that meet or exceed a $50.00 minimum each month. If the Affiliate balance falls below $50.00, payment will be made once the Affiliate meets or exceeds the $50.00 minimum. In the event the Affiliate’s balance does not exceed the minimum, payments on these accounts will be issued on a quarterly basis.
  4. Accounting At any time, absent a disruption to the online system, Affiliate may access the WAHLS online affiliate system to run an accounting report of the number of Referrals, the Referral Fees paid, and any Affiliate Commissions due.

6. Term

This Agreement shall commence on the date of enrollment and shall continue until the Agreement is terminated under this section. Either party may terminate this Agreement at any time, for any reason, with or without cause, via a written notice. 

Notice to the Affiliate shall be via email at the address maintained on file by WAHLS. Notice to WAHLS shall be via email to customerservice@terrywahls.com. Upon termination, WAHLS will continue to pay Affiliate Commissions for any Referrals that were referred by Affiliate to WAHLS before the effective date of termination.

7. Not an Employee

The parties shall be and remain independent contractors.  Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliate shall not represent themselves to be agents or representatives of WAHLS.

8. Relationship Identification

Affiliate may not make any statement that implies a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and WAHLS, and/or any of its brands. Affiliate may not make any statement that implies that WAHLS, and/or any of its brands, principals or agents, and each of them, is endorsing Affiliate. Affiliate must disclose his/her/it’s affiliate relationship with WAHLS to the extent required by the guidelines and regulations of the Federal Trade Commission, and any other applicable law.

9. Warranties

Affiliate represents and warrants that it will not engage in any violations of the CAN- SPAM Act or any other laws, rules or regulations, in promotion of any WAHLS branded programs, products and/or services, or its activities pursuant to this Agreement. Affiliate represents and warrants that it will only engage in promotional activities that are commercially reasonable, are not in violation of the terms of any service or website being used, are not in violation of any law, are not misleading to any party and do not in any way disparage WAHLS, its brands, principals, employees, agents or its products, programs and/or services. Affiliate warrants that any promotional activities will not infringe upon the copyright, trademark, trade secret, publicity rights, privacy rights, trademarks, or other interests of any other person or property. WAHLS expressly disclaims any warranties, guarantees, or conditions of any kind.

10. Indemnification

Affiliate agrees to indemnify WAHLS, together with its principals and agents, from and against all claims and damages arising out of the breach or alleged breach of any representations, warranties, activities or agreements made by it under this Agreement.

11. Damages

To the extent allowed by law, under this Agreement WAHLS, together with its principals, employees, and agents, and each of them, will not be liable for indirect, special, incidental, punitive, exemplary or consequential damages, regardless of legal theory, whether or not it has been warned of such damages, and even if all other remedies would fail.

12. Limited License

Affiliate has a limited, revocable, non-transferable, non-sub-licensable, non-exclusive, world-wide, royalty-free license to use and display certain trademarked and copyrighted works regarding the WAHLS programs, products and/or services, including graphics, photography and writings, only as contained in the affiliate resources provided by WAHLS (“Affiliate Resources”) and only for the purpose of promoting the Dr. Terry Wahls LLC programs, products and services.

This license does not include a license to alter, add to, subtract from, or otherwise modify such Affiliate Resources, except at the express written permission of WAHLS. This license expires immediately upon termination of this Agreement. Affiliate does not receive any ownership rights or any other interests in WAHLS, in the various programs, products and/or services offered for sale by WAHLS, or in the Affiliate Resources, excepted as expressly described in this section.

13. Contact Information and Notice

Affiliate must have a PayPal account, and the duty to keep his/her/it’s email address (including the PayPal email), tax ID number, name, business entity, and any other contact information complete, accurate, and up-to-date at all times. Affiliate hereby agrees that any written notice under this Agreement may be sent to Affiliate via the email address provided by Affiliate.

14. No Waiver

None of the terms of this Agreement can be waived or modified except by an express agreement in writing signed by all of the parties.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous written or oral agreements between them or any of their affiliates, with respect to the subject matter contained herein.

16. Assignment

Affiliate may not assign this Agreement to any other party without WAHLS’s written consent.

17. Choice of Law and Venue

This Agreement shall be governed by, and construed in accordance with the laws of the State of Iowa. Any and all disputes, controversies, claims, or differences arising out of, relating to, or having any connection with this Agreement, shall exclusively be brought, heard and resolved via Arbitration pursuant to the rules of the American Arbitration Association, and such dispute resolution shall be conducted by and through the American Arbitration Association in the County of Johnson, the State of Iowa.

Both parties hereby understand and agree that such Arbitration is the sole and exclusive method of addressing any unresolved disputes between the parties, that such Arbitration is binding on all parties, and that there is no right to appeal the decision of the Arbitrators.

Furthermore, both parties do hereby waive any and all rights to proceed with any claim or other legal proceeding in any court, administrative body or other tribunal and specifically acknowledge that any attempt to proceed in any court, administrative body or other tribunal is a violation of this Agreement and shall cause substantial damage.

Any party that violates this provision to use Arbitration as the sole and exclusive method of addressing any unresolved dispute shall pay the non-violating party any and all legal fees, court costs and other costs incurred in responding to such proceedings, as well as any such incurred to enforce the provisions of this Arbitration clause. Nothing in this provision shall be construed to waive, alter or diminish the requirement to proceed with Arbitration as the sole and exclusive method of dispute resolution.

18. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired.

19. Corporate Authority and Acknowledgement

The person(s) executing this Agreement on behalf of the Affiliate warrants that s/he is duly authorized to execute this Agreement on behalf of the Affiliate and that in so executing this Agreement, the Affiliate is formally bound to the provisions of this Agreement. The

Affiliate agrees that it has had an opportunity to review this Agreement in full, that signature constitutes valid acknowledgement of this Agreement and each of the provisions contained herein, and that a copy, including a digital copy, is as valid as the original.

By submitting this affiliate application, Affiliate does hereby acknowledge, agree and consent to the provisions contained in this Agreement. Affiliate further consents and agrees that submission of this application in digital form constitutes the Affiliate’s signature and does so with the same full force and effect as though the Agreement had been manually signed.

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