This Agreement contains the complete terms and conditions upon which we offer you
participation in the Pleni Naturals Affiliates Program (the "Program"). Acceptance of this Agreement by participation in the
Program creates a binding legal agreement that you will use our websites, links and other property of Pleni Naturals LLC or its partners only in a manner that is consistent with this Agreement. As used in this Agreement, "we" means Pleni Naturals, "you" means the applicant, and "our Website" means pleninaturals(dot)com and any Pleni Naturals website
operated by us.

1.Enrollment In The Program 

The purpose of this Program is to promote the sale of products offered on our Website (the “Purpose”). To begin the enrollment process, you will submit a complete Program application. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application for any reason our sole discretion. We generally reject applications related to websites that:

• Promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age;

• Promote illegal activities or are intended to harass or defame anyone;

• Include "pleni naturals" or variations or misspellings thereof in their
domain names; or

• Otherwise violate our intellectual property rights or the intellectual property rights of
others.

2. Links On Your Website 

Once you have been notified that your Website has been accepted into the Program, you may provide on your Website one or more of the following types of links to our Website:

• Product Links

• Banner Links

• Search Box Links

• Text Links

• Rotating Product Links

• Data Feed Links

• General Links To Our Website Home Page

We will provide you with guidelines and graphical artwork to use for linking to our
Website. To permit accurate tracking, reporting, and accrual of commission credits, we will provide you with special "tagged" link formats ("Special Links"). You must ensure that each link between your website and our Website is a special link. You will only earn commission on sales that originate through Special Links. We are not responsible for any failure by you to use Special Links. You may also use Special Links on social media sites (e.g. Facebook, Twitter, Pinterest) (“Social Media Site”), provided that such
use is consistent with the Purpose and terms of this Agreement.

Use of Images  - The product images provided to members of the Program are the property of Pleni Naturals and are
protected by United States copyright laws. You may not use any product image in any way that exceeds the limited license granted to you by this Agreement. This limited license allows you to use product images solely for the purpose of promoting our products for sale by creating Links connecting to our Website. This means, among other things, that you may not: (a) alter, modify or
manipulate any product image; (b) use a product image in any form other than the form provided by us; (c) remove any code or identifying information from any product image; (d) inactivate the link associated with any product image or
cause the image to ultimately link to a destination other than our Website; or (e) link to or display images after they have been discontinued from the Pleni Naturals product catalog.

3. Additional Restrictions and Prohibited Activity

You may not, directly or indirectly:  

(a) Purchase or register domains or search engine keywords, AdWords, search terms or other identifying terms that include the word "pleni naturals" or any variations thereof. Variations include foreign country or other top-level domain extensions;

(d) You must follow common search engine guidelines, such as: (a) your display URL must match the ultimate actual destination URL; 

(e) You may not frame our website as a landing page; or (c) you may not create "redirects" or "jump pages" that immediately direct to our website; 

(f) Dilute, blur or tarnish the value of our trademarks, and/or products and services. (For example, you are not allowed to say that you offer better and/or more promotions, products and services than Pleni Naturals LLC);

(g) Misrepresent Pleni Naturals LLC’s brands including our URL, logos, trademarks and tradenames, or misrepresent that either you or your website are Pleni Naturals or operated by Pleni Naturals LLC; 

(h) Engage in any conduct that violates the CAN-SPAM Act of 2003, as amended, or any similar privacy or data protection law of any jurisdiction; 

(i) Enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, public coupon site, program, robot, Iframe, hidden frame or redirect;

(j) Use any device or technology that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner a Web user's access, view or usage of, the website of any affiliate of ours in a manner that causes or otherwise results in a different experience from what was otherwise intended by our affiliate; or
 

(k) Use any device or technology that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from the website of any affiliate of ours with the result of reducing any compensation or other payment earned by or owing to such affiliate.  

(l) Issue or post any press release or other broad-based communication regarding your participation in the Program without our consent. Notwithstanding the foregoing, you may promote your website via mailings to recipients who are already customers or subscribers to your website's services, provided that the recipients have the option to remove themselves from future mailings and that you otherwise comply with all applicable laws of your jurisdiction. Further, you may promote your website via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).  We reserve the right to modify these rules at any time. If we determine, in our sole discretion, that you have violated any of the foregoing restrictions, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith. 

 4. Use of Our Trademarks

Our trademark includes “Pleni Naturals”.  You may use the Trademarks solely for the purposes authorized by this Agreement. You may not alter graphics containing the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademark. You may not display the Trademark in any manner that implies sponsorship, endorsement by us other than of your involvement in the Program. You may not use the Trademarks to disparage our company, our products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Trademark. You acknowledge that all rights to the Trademarks are our exclusive property, and all goodwill generated through your use of the Trademark will inure to our benefit.  If we determine, in our sole discretion, that you have violated any of the foregoing restrictions, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any
attorneys' fees incurred in connection therewith.

5. Order Processing 

We will process product orders placed by customers who follow a Special Link from your website to our Website. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase products using Special Links from your website to our Website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. 

 

6.Commission

Subject to the terms and conditions of this Agreement, you will be eligible to earn commission on certain product sales in accordance with Sections 7 below. For a product sale to be eligible for commission credits, the customer must follow a Special Link from your website to our Website, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. As a condition precedent to the right to receive any commission hereunder, you agree that you will cash or deposit any commission check sent to your address of record within 120 days of
the date of the check. Any failure to cash or deposit any such check within such period will cause any commission obligations associated with such check to be void ab initio. 

7. Earning Commission Credits 

Standard Commission Credit Rate - You will accrue commission credits based on Qualifying Revenues according to commission credit rates established by us from time to time. "Qualifying Revenues" are revenues derived by us from our sales of products, after reduction for discounts, coupons and/or gift card redemptions, as a result of purchases made by visitors to our Website that come
directly through a Special Link on your website. "Qualifying Revenues" do not include gift card purchases, shipping & handling, or taxes. The commission rate for beauty products is 20% and baby/children product(s) is 8% of Qualifying Revenues. 

30-Day Cookie

The Program uses a 30-day cookie. This means that if a visitor to your website clicks through a Special Link to our Website, you will be eligible for commission credits on Qualifying Revenues related to purchases made by such visitor within 30 days of such visitor’s click on the Special Link on your website.

8. Policies And Pricing 

Customers who buy products through the Program will be deemed to be customers of Pleni Naturals. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 

9. Limited License

We grant you a nonexclusive, non-sublicensable, revocable right to use the product images, graphics, logos and other content made available through the Program ("Content") solely for purposes of your participation in the Program to assist in generating product sales. Product images must be served by our Website and cannot be used in any form other than the form provided by us. You may not modify any Content in any way. We reserve all of our rights in the Content.

10. Responsibility For Your Website

You will be solely responsible for the development, operation, and maintenance of your website and for all materials or content that appear on your website. Failure to remove from your website items that have been discontinued from our product catalog may result in an infringement of a third party’s intellectual property rights, for which you will be solely responsible.

11. Representations and Warranties 

You hereby represent and warrant to us as follows:

a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. Any information you provide to us in connection with your participation in the Program will be true and correct.

12. Term of the Agreement 

The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our Website, product images from our database, and any of our trademarks or logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission on Qualifying Revenues occurring during the term of this Agreement, and commission earned through the date of termination will remain payable subject to Section 6 above, only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 

 

13. Modification 

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion and modifications may include, for example, changes in the scope of available commission credits, commission credit rates, payment procedures, and Program rules. We typically announce substantive changes to the terms of this agreement by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following our posting of a change notice or new agreement on our Website will constitute your binding acceptance of the change. 

14. Relationship Of 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 the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Agreement. 

 

15. Independent Investigation 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

 

16. Miscellaneous 

This Agreement will be governed by the laws of the State of Colorado, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and
assigns. 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. If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.