TERMS AND CONDITIONS OF SKINNY MIXES’ AFFILIATE PROGRAM

Thank you for your interest in participating in the New Skinny Mixes, LLC (“Skinny Mixes” or “we” or “our”) affiliate program (the “Program”). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SKINNY MIXES. BY SUBMITTING AN AFFILIATE APPLICATION TO BE CONSIDERED FOR ENTRANCE TO THE PROGRAM (“AFFILIATE APPLICATION”), YOU ARE AFFIRMATIVELY STATING AND ACKNOWLEDGING THAT YOU (1) HAVE READ THESE SKINNY MIXES’ TERMS AND CONDITIONS OF SKINNY MIXES’ AFFILIATE PROGRAM (THE “AGREEMENT”); (2) UNDERSTAND THE TERMS SET FORTH HEREIN; AND (3) ARE AFFIRMATIVELY INDICATING THAT IF YOU ARE ADMITTED TO THE PROGRAM AND RECEIVE YOUR AFFILIATE CODE AND LINK AS OUTLINED IN THE FOLLOWING PARAGRAPH, YOU ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY SUCH TERMS.

Enrollment in the Program. To begin the enrollment process, you will first submit a completed Affiliate Application via our website. If your Affiliate Application is approved, you will receive a welcome email from Skinny Mixes with a link to set up your affiliate dashboard on the Refersion platform website. The Refersion platform will provide you with your Skinny Mixes affiliate code and an affiliate link to use on your social media account(s) and other websites (excluding coupon/discount websites) (your “Affiliate Link”).  As discussed below, please see Exhibit A for the Standards of Conduct that will govern your participation in the Program. Skinny Mixes may reject your Affiliate Application if we determine (in our sole and absolute discretion) that your application is unsuitable as an affiliate for any reason. Moreover, submission of an Affiliate Application into the Program does not guarantee that you will be admitted. If you do not receive a welcome email from Skinny Mixes confirming your admittance into the Program within thirty (30) days of your submission of your Affiliate Application, you have not been admitted into the Program and you will not be bound by or able to enforce the terms of this Agreement.

1. Term. This Agreement is effective from the time you are admitted to the Program by Skinny Mixes until your affiliate account is disabled and you are terminated from the Program as set forth in Section 11 (the “Term”).

2. Promoting. If you are accepted into the Program, you agree to actively participate in the Program by marketing and generating completed sales of Skinny Mixes products and earning commissions on such sales by way of purchases made on the Skinny Mixes’ website utilizing your distinct personalized affiliate discount code ("Promoting”). The Program applies only to completed sales in the US and Canada by new customers of Skinny Mixes. The Promoting will conform to the specifications and instructions outlined in this Agreement. All promoting will meet the following requirements:

(a) Your Promoting must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials, as amended ("Endorsement Guides"). A link to the Endorsement Guides is provided in Exhibit A of this Agreement. 

(b) Your Promoting must comply with (i) the rules of the applicable social media platforms and (ii) Skinny Mixes’ Standards of Conduct outlined on Exhibit A of this Agreement.

(c) You shall direct potential purchasers of Skinny Mixes products to your Affiliate Link provided by Skinny Mixes via the Refersion platform. You may also provide potential purchasers with your distinct personalized affiliate discount code (pursuant to the terms of this Agreement). You may not market over text message.

(d) You agree to conduct yourself in compliance with all applicable laws, rules and regulations, including, without limitation, applicable privacy laws.  

3. Monitoring Promotions. You understand that we may monitor your Promoting for compliance with this Agreement. We have the right to address non-compliant Promoting by taking any of the following actions alone or in combination:

(a) Requiring you to fix your social media posts or other method(s) of Promoting; or

(b) Terminating the Agreement under Section 11.

4. Use of Your Name, Likeness, and Information. You acknowledge and agree that Skinny Mixes and our affiliates, and each of our respective direct and indirect successors, and assigns, have the right (but not the obligation) to use your name, image, likeness, and biographical, professional, and other identifying information, (including information you provide to us and any other information about you that is publicly available) (collectively, "Likeness") in connection with the Program, and any derivative works we make from the Program, including to advertise and promote the same. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.

5. Representations and Warranties. You hereby represent and warrant to us that (i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you by its terms; (ii) the execution, delivery, and performance by you of this Agreement are within your legal capacity and power; and you (iii) have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (a) provision of any law, rule, regulation, order, judgment, or decree to which you are subject or which is binding upon you, or (b) the terms of any other agreement, document, or instrument applicable to you or binding upon you. Further, you represent that you will (i) ensure your compliance with any applicable trade or regulatory requirements governing your participation in the Program (including, for example, by stating your participation (as an affiliate) in the Program when making your Affiliate Link available to the public) and (ii) not use your distinct personalized affiliate discount code to make purchases for yourself.

6. Payment. 

(a) Commission. Subject to the terms of this Agreement, you will receive a 10% commission (calculated in USD) for each new customer purchase (aside from your own) made on the Skinny Mixes’ website utilizing the distinct personalized affiliate discount code provided to you by Skinny Mixes (the “Commission”). You will not receive a Commission (i) on sales made by existing Skinny Mixes’ customers; (ii) if you have violated Skinny Mixes’ Standards of Conduct; or (iii) if, in Skinny Mixes’ discretion, you are in breach or violation of this Agreement. Subject to the foregoing two sentences, the rate of your Commission on trackable online sales received by Skinny Mixes is paid on net sales (i.e., the “net” is the remaining amount after any of these deductions: sales tax, duty, shipping, handling, credit card fees, and similar charges, and not including any portion of the payment made through the redemption of gift certificates, coupons, or credits (the “Commission Rate”)). Any orders placed via the Skinny Mixes website and returned within 30 days will not qualify for the Commission. If the Commission has already been paid within the 30-day window, a negative credit will be added to your Program account to be processed against your next Commission payment. The Commission Rate is subject to change at any time or from time to time, in Skinny Mixes’ sole and absolute discretion. Commissions will also be reduced for amounts due to credit card fraud, bad debts, cancellations, chargebacks, and credits for returned goods. A Commission will be paid only if the visitor to Skinny Mixes’ website is tracked by the system from the time of the link to the time of the sale. No commission will be paid if the visitor to our website cannot be tracked by our system. Skinny Mixes shall pay the Commission Rate via PayPal by the 15th day of the month following any applicable customer purchases. Skinny Mixes is not responsible for resending lost or missing payments past 90 days from the payment date. You must have a valid PayPal account in order to receive payments under this Section 6.

(b) Gift Cards. Affiliates are eligible for additional incentives in the form of gift cards to the Skinny Mixes’ website (the “Additional Incentive”).  Skinny Mixes reserves the right to cease offering the Additional Incentive at any time and for any reason.  You are eligible for the Additional Incentive if you meet the following purchase benchmarks (the “Benchmarks”), which are subject to change in Skinny Mixes’ sole discretion.  The Benchmarks apply only to completed new customer sales (in the US or Canada) on the Skinny Mixes’ website that utilize your distinct personalized affiliate discount code, provided you have complied, in Skinny Mixes’ discretion, with the terms of this Agreement in generating such sales (“Eligible Sales”). You are only eligible to receive each Benchmark of the Additional Incentive once and each Benchmark builds upon the prior Benchmark. This means, for example, once you have obtained the first Benchmark, 3 Eligible Sales, you will need an additional 7 Eligible Sales in order to meet the next Benchmark, 10 Eligible Sales.  If you meet every Benchmark, the total amount in gift cards that you will receive is $165.00 USD.

Purchase Amount and Correlating Skinny Mixes’ Website Gift Card

3-$20.00 USD

10-$20.00 USD

50-$50.00 USD

100-$75.00 USD

7. Confidentiality and Intellectual Property. 

(a) You understand that you may be provided or observe information about Skinny Mixes’ products and/or marketing/brand strategies and other proprietary information otherwise considered confidential to Skinny Mixes (collectively, the "Confidential Information"). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Program, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for five (5) years thereafter, unless it is a trade secret, which shall survive termination as long as the information is a trade secret.

(b) During the term of this Agreement, in the event that we make our trademarks available to you for the sole purpose of your Promoting as an affiliate in the Program, you may use our trademarks as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Program and this Agreement; and (iii) immediately comply if we request that you discontinue use or if this Agreement is suspended or terminated.  You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products, as applicable; or (iii) use our trademarks in violation of applicable law.

8. Indemnification. You agree to indemnify, defend, and hold harmless Skinny Mixes and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by you of your representations, or warranties, or other obligations under this Agreement, which shall include but are not limited to, data breach and privacy claims.

9. Limitation of Liability. SKINNY MIXES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OR SKINNY MIXES’ ACTS OR OMISSIONS, PERFORMANCE OF SERVICES OR ANY OTHER OBLIGATIONS RELATING TO THE AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, SKINNY MIXES’ AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU IN ACCORDANCE WITH SECTION 6 OF THIS AGREEMENT. TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

10. WARRANTY DISCLAIMERS. We make no warranties or representations, whether express or implied, concerning the Program. In addition, we make no warranties or representations, whether express or implied, that the operation of the Skinny Mixes’ website, including the operability of your distinct personalized affiliate discount code, will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

11. Termination or Suspension.

(a) Skinny Mixes may terminate or suspend this Agreement immediately for any reason, including without limitation, if you breach this Agreement, including the Standards of Conduct outlined on Exhibit A.

(b) If you breach this Agreement, Skinny Mixes may (but is not required to) provide you an opportunity to cure such breach to the reasonable satisfaction of Skinny Mixes within fifteen (15) days (the “Suspension Period”) after you receive notice of such breach from Skinny Mixes; provided, however, that the Suspension Period may be extended at Skinny Mixes’ discretion if you have begun good faith efforts to remedy such breach within the initial Suspension Period and provide to Skinny Mixes a written plan to cure such breach within such Suspension Period extension.  Skinny Mixes has the sole and absolute discretion to decide whether to offer you an opportunity to cure your breach, and if you are provided an opportunity to cure your breach, Skinny Mixes will terminate this Agreement if you have not cured your breach within the Suspension Period or Suspension Period extension, as applicable.  

(c) You may terminate this Agreement upon fifteen (15) days’ written notice to Skinny Mixes.

(d) Upon termination of your membership in the Program, you may no longer utilize your Affiliate Link to the Skinny Mixes’ website or advertise the distinct personalized affiliate discount code given to you by Skinny Mixes via the Refersion platform. If this Agreement is terminated, subject to the terms of Section 6(a), you are eligible to earn a Commission only on sales occurring during the Term of the Agreement, provided Skinny Mixes in its sole discretion determines such sales were generated in accordance with the terms and conditions of this Agreement, including, without limitation, the Standards of Conduct set forth on Exhibit A. Subject to the foregoing sentence, any such Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time in accordance with applicable law to ensure that the correct amount is paid. You acknowledge and agree that, following your termination from the Program by Skinny Mixes and as applicable, Skinny Mixes’ subsequent payment to you of any Commission earned through the date of termination, Skinny Mixes will have no further obligations to you under this Agreement.

12. Relationship of the Parties.

(a) You understand that you are an independent contractor, acting separately from and independent of Skinny Mixes, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and Skinny Mixes for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Skinny Mixes and will not make any agreements, warranties, or representations on our behalf or regarding Skinny Mixes’ products without our prior written consent.

(b) We are not responsible for withholding or paying any income, payroll, social security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits. Notwithstanding anything to the contrary in this Agreement, you agree to provide Skinny Mixes with a completed IRS Form W-9 or such other applicable tax documentation as Skinny Mixes reasonably requests. 

13. Miscellaneous.

(a) 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. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS OUTLINED IN THIS AGREEMENT.

(b) We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, upon notice to you. Notice of any change by email to your address on our records, or the posting on our website of a change notice, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. All such modifications shall take effect upon our notice as provided above unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and leave the Program. Your continued participation in the Program, following our posting of a change notice or new agreement on our website, will constitute binding acceptance of the change.

(c) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Skinny Mixes may freely assign or otherwise transfer all or any of its rights (including to a successor or affiliate), or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

(d) This Agreement is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. In the event you or Skinny Mixes initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Wilmington, Delaware. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(d).

(e) This Agreement is being entered into for the sole benefit of you and Skinny Mixes, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

(f) If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This Agreement contains the entire agreement between you and Skinny Mixes and supersedes any oral or written statements made by or to you in connection with the Program. This Agreement may not be modified except by a written agreement that is signed by an authorized representative of Skinny Mixes.

(g) The terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement (including Sections 4, 7, 8, 9, and 10) shall survive the termination of this Agreement to the fullest extent necessary for their enforcement.

(h) THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SKINNY MIXES. BY CHECKING THE BOX NEXT TO THE DISCLAIMER IN THE AFFILIATE APPLICATION AND CLICKING THE “APPLY” BUTTON IN THE AFFILIATE APPLICATION, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

Exhibit A - Standards of Conduct

With respect to Promoting, including promotional messages, photos, or other communications made on social media platforms about Skinny Mixes and our products/services/brands, all affiliates in the Program must adhere to the following standards:

1. You must comply with the FTC’s Endorsement Guides (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making statements that reflect your honest beliefs, opinions, and experiences; and clear and conspicuous disclosure about your connection to Skinny Mixes in all of your Promoting, as applicable.

2. You may not:

a. make deceptive or misleading claims about our products/services or our competitors' products or services;

b. make any claims about our products/services or our competitors' products/services that are not backed up by evidence;

c. disclose any of our Confidential Information;

d. disparage Skinny Mixes or our brands/products/services;

e. engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;

f. make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;

g. post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;

h. use ethnic slurs, personal insults, obscenity, or other offensive language; and

i. make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Skinny Mixes’ consumers or other individuals.

3. You must adhere to:

a. the posted policies, guidelines, and terms of use on any social media platform on which you post content on behalf of Skinny Mixes, understanding that any of these platforms' disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and

b. any additional guidelines provided to you by Skinny Mixes.

4. You must not create fake followers or engagement on social media platforms or engage in any of the following:

a. buying followers;

b. using bots to grow your audience size by automating account creation, following, commenting, and liking; 

c. utilizing search ads/campaigns;

d. engaging in self-referrals;

e. advertising on coupon or deal/discount sites; or

f. posting fake sponsored content.

5. As applicable, you shall use promotional materials supplied or approved by Skinny Mixes. Promotional material (emails, landers, ads, social media posts) must be consistent with Skinny Mixes’ branding.

Unless otherwise explicitly stated, live physical events, membership programs, and external promotions are excluded from affiliate commissions.