📝 EatBetter Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") is between AI Sparks Labs, LLC ("Company", "we", "us") and the individual or entity registering as an Affiliate ("you", "your"). By joining the EatBetter Affiliate Program, you agree to the terms below. This Agreement governs your participation in our affiliate marketing program.

1. Program Overview

• The Affiliate Program allows qualified affiliates to earn commissions by promoting EatBetter through approved marketing channels.
• Affiliates can create EatBetter Clubs or Challenges, attracting users and earning commissions on their purchases.
• Participation in the program is at the Company's sole discretion and may be limited, restricted, or terminated at any time without notice.
• The program is designed to reward affiliates for driving qualified traffic and conversions to EatBetter, but Company makes no guarantees about program availability or commission opportunities.
• Program Management: Company reserves the right to modify, suspend, or discontinue the affiliate program at any time without notice or liability.
• No Guarantees: Company makes no representations or warranties about potential earnings, commission rates, or program success.

2. Commission Structure & Payment Terms

• Commission Rate: 30% of net profits from referred users for the first 12 months of their subscription.
• Net Profits Definition: Gross revenue minus:
  • App store fees (Apple App Store: 15-30%, Google Play: 15-30%)
  • Refunds, chargebacks, or credits
  • Taxes and transaction fees
  • Payment processing fees
  • Fraudulent transactions
• Payment Schedule:
  • Payments processed at Company's discretion, typically within 45 days after month-end
  • Minimum payout threshold: $50 USD (subject to change at Company's discretion)
  • Payment method: Bank Transfer (wire transfer)
  • Unpaid commissions under $50 will roll over to the next month
• Commission Tracking: Commissions are tracked through our affiliate tracking system. We reserve the right to adjust, withhold, or deny commissions for any reason including but not limited to:
  • Fraudulent activity or suspicious transactions
  • Chargebacks, refunds, or payment disputes
  • Policy violations or terms of service breaches
  • Poor quality traffic or invalid clicks
  • Technical issues or tracking failures
  • At Company's sole discretion
• Payment Currency: All payments will be made in USD unless otherwise specified. Company is not responsible for currency fluctuations or exchange rates.
• Payment Disputes: All commission calculations are final. Company's decision on commission eligibility is binding and not subject to appeal.
• Tax Withholding: Company may withhold taxes as required by law. Affiliates are solely responsible for all tax obligations.
• International Tax Compliance: Affiliates are solely responsible for all tax obligations in their jurisdiction. Company is not responsible for any international tax filings, payments, or compliance requirements.

3. Affiliate Responsibilities & Obligations

• Ethical Promotion: Promote EatBetter honestly, accurately, and ethically at all times.
• Disclosure Requirements: Disclose affiliate relationships as required by FTC, EU, and applicable local laws.
  • Example: "I earn a commission if you purchase through this link."
  • Disclosures must be clear, conspicuous, and placed near affiliate links
• Legal Compliance: Comply with all applicable local, state, federal, and international laws where you operate.
• Content Standards: All promotional content must be truthful, not misleading, and align with EatBetter's brand values.
• Prohibited Activities:
  • Incentivizing fake sign-ups or fraudulent activity
  • Promoting illegal products/services alongside EatBetter
  • Violating Company intellectual property rights
  • Spam, unsolicited emails, or aggressive marketing tactics
  • Bidding on EatBetter trademarked keywords in paid search
  • Creating fake reviews or testimonials
  • Using misleading or deceptive marketing practices
• Reporting: Provide accurate reporting of your marketing activities and maintain records as required.

4. Intellectual Property & Marketing Materials

• License Grant: Affiliates receive a non-exclusive, non-transferable, revocable license to use approved EatBetter marketing assets solely for promotional purposes.
• Restrictions: Modifying, adapting, or creating derivative works of Company IP without written consent is strictly prohibited.
• Brand Guidelines: All marketing materials must comply with EatBetter's brand guidelines and usage policies.
• Ownership: All EatBetter trademarks, logos, and marketing materials remain the exclusive property of AI Sparks Labs, LLC.
• Custom Content: Any custom promotional content created by affiliates may be subject to Company review and approval at Company's discretion.
• Termination Rights: Upon termination, all rights to use Company IP immediately cease.

5. Term & Termination

• Term: This Agreement is effective until terminated by either party. Company may terminate at any time, with or without notice, for any reason.
• Company's Right to Terminate: Company may terminate this Agreement at any time, with or without cause, with or without notice, at Company's sole discretion.
• Affiliate's Right to Terminate: Affiliate may terminate with 7 days written notice to Company.
• Commission Rights: Commissions are only owed for qualifying sales completed and verified before termination. Company reserves the right to withhold payments for any period necessary to verify all transactions.
• Post-Termination Obligations: Upon termination:
  • Immediately cease all use of Company IP and affiliate links
  • Remove all EatBetter promotional content from your channels within 24 hours
  • Return or destroy all Company marketing materials
  • Provide final reporting within 7 days
  • Cease all promotional activities immediately
• Survival: Sections regarding intellectual property, liability, confidentiality, and payment obligations survive termination.

6. Compliance & Legal Requirements

• Tax Responsibilities: Affiliates are responsible for tax reporting and data privacy compliance (GDPR, CCPA).
• Regulatory Compliance: Company may modify program rules to comply with local laws and regulations.
• Anti-Spam Compliance: Affiliates must comply with CAN-SPAM Act, GDPR, and other anti-spam regulations.
• Data Protection: Affiliates must implement appropriate data protection measures when handling user information.
• International Legal Compliance: Affiliates operating outside the United States must comply with all applicable local laws and regulations in their jurisdiction. Company is not responsible for affiliate's compliance with non-US laws.

6.1. Affiliate Application & Approval Process

• Application: All affiliates must complete an application process and receive written approval. Company reserves the right to reject any application for any reason.
• Review Period: Applications are reviewed at Company's sole discretion. There is no guaranteed timeline for review or approval.
• Approval Criteria: We reserve the right to approve or reject applications based on various factors including but not limited to: website quality, traffic volume, content relevance, compliance history, brand alignment, competitive conflicts, and Company's business needs.
• Account Verification: Approved affiliates must verify their identity and payment information before receiving commissions. Company may require additional verification at any time.
• Ongoing Review: Company may review affiliate performance and compliance at any time and terminate accounts that do not meet standards.
• No Guarantee: Acceptance into the program does not guarantee continued participation or commission payments.

6.2. Tracking & Attribution

• Tracking System: We use cookies and tracking pixels to attribute sales to affiliates.
• Cookie Duration: Attribution cookies are valid for 30 days from the last click.
• Attribution Rules: Last-click attribution applies unless otherwise specified.
• Technical Issues: We are not responsible for tracking failures due to ad blockers, cookie restrictions, or technical issues.

7. Liability & Indemnification

• Independent Contractor Status: Affiliates are independent contractors, not employees, and are responsible for their own taxes, insurance, and business operations. Company has no control over affiliate's business practices.
• Complete Limitation of Liability: Company is not liable for any damages, losses, or claims of any kind arising from or related to this Agreement, including but not limited to:
  • Lost profits, revenue, or business opportunities
  • Business interruption or downtime
  • Indirect, incidental, special, or consequential damages
  • Punitive or exemplary damages
  • Third-party claims or lawsuits
  • Technical failures or tracking issues
• Comprehensive Indemnification: Affiliates indemnify, defend, and hold harmless Company from all claims, damages, losses, costs, and expenses (including attorney fees) arising from:
  • Affiliate's promotion of EatBetter
  • Violation of this Agreement or any applicable laws
  • Infringement of third-party rights
  • Fraudulent or deceptive practices
  • Any content or materials created by affiliate
  • Affiliate's business operations or activities
• Liability Limitation: Company's total liability under this Agreement is limited to the total commissions paid to the affiliate in the 12 months preceding the claim.
• Force Majeure: Company is not liable for any failure or delay in performance due to circumstances beyond its control.
• International Legal Protection: Company is not liable for any international legal violations, fines, penalties, or compliance issues arising from affiliate activities. Affiliates assume full responsibility for all legal obligations in their jurisdiction.

8. Governing Law & Dispute Resolution

• Governing Law: This Agreement is governed by the laws of Delaware, U.S.A., without regard to conflict of law principles.
• Dispute Resolution: Any disputes shall first be resolved through good-faith negotiation. If unsuccessful, disputes shall be resolved through binding arbitration in Delaware, U.S.A.
• Jurisdiction: Affiliates agree that any disputes arising from this Agreement shall be resolved in Delaware, U.S.A., and waive any right to bring claims in other jurisdictions.
• International Law Compliance: While this Agreement is governed by Delaware law, affiliates acknowledge that local laws in their jurisdiction may apply and compliance with such laws is their sole responsibility.
• Class Action Waiver: Affiliates waive the right to participate in class action lawsuits or class-wide arbitration.

9. Agreement Modifications

• Right to Modify: Company may update this Agreement at any time, with or without notice, at Company's sole discretion.
• Effective Date: Changes take effect immediately upon posting to eatbetter.app/affiliate-agreement.
• Acceptance: Continued participation constitutes acceptance of updated terms. If affiliate disagrees with changes, their only recourse is to terminate the Agreement.
• No Notice Required: Company is not obligated to provide any notice of changes. All changes are effective immediately upon posting.
• Version Control: The current version will always be available at eatbetter.app/affiliate-agreement. It is affiliate's responsibility to check for updates.
• Prospective Application: Changes apply only to future activities and do not affect existing commission obligations.

10. Confidentiality & Non-Disclosure

• Confidential Information: Affiliates agree to keep all non-public information about EatBetter confidential.
• Use Restrictions: Confidential information may only be used for legitimate promotional purposes.
• Return of Information: Upon termination, all confidential information must be returned or destroyed.

11. Acceptance & Electronic Signature

By joining the EatBetter Affiliate Program, you confirm that you have read, understood, and agree to this Agreement. This Agreement may be executed electronically and in counterparts.

Representation: You represent that you have the authority to enter into this Agreement and that all information provided is accurate and complete.

Contact Us

If you have any questions about the EatBetter Affiliate Program Agreement, please contact us at hello@eatbetter.app.