By participating in the Nui Organics Affiliate Program
(“Program”), you agree with the terms and policies set forth in the agreement
(“Agreement”) below. Please read the entire Agreement. It is a legal agreement
between you and Nui Organics. By submitting the online application, you are
agreeing that you have read and understand the terms and policies of this
Agreement, and that, if Nui Organics accepts your application, you agree to be
legally responsible for each and every term and policy.

Your participation in the Program is solely
for the purpose of legally advertising Nui Organics to receive a commission on
products purchased by your referrals.

This Agreement begins when Nui Organics
accepts you into the Program and will end when your participation is
terminated.

Nui Organics may change the Program or this
Agreement at any time without notice. If any change to the Program or the
Agreement is unacceptable to you, your only choice is to terminate your
participation. Your continuing participation in the Program will constitute
your acceptance of any change.

You or Nui Organics may suspend or terminate
your participation in the Program at any time for any reason. You are only
eligible to earn commissions while you are participating in the Program in
accordance with the terms of this Agreement.

Referrals

Nui Organics will attribute referrals to you
based on a tracking code embedded in your affiliate links.

Nui Organics uses the Refersion affiliate
tracking system owned by Refersion, Inc. When a referral clicks through your
affiliate link, Refersion sets a cookie in the browser that contains your
tracking code. Refersion also tracks other information, such as the IP address
of the referral, in its database along with your tracking code. When the
referral decides to buy a product at Nui Organics, a script will look for the
cookie, or try to match the IP address, or use similar technology to identify
you and award the commission. Referrals from your affiliate link may make a
purchase later in time and Nui Organics will still award the commission if the
cookie is still present in the browser or the IP address still matches one
logged in the database, up to 30 days.

Nui Organics reserves the right to refuse
service to any referral.

Commissions

Nui Organics will pay you a commission on
products purchased by your referrals according to the designated payment
schedule.

Nui Organics uses the Refersion affiliate
tracking system owned by Refersion, Inc. to tabulate and track sales and
commission payments due to our affiliates after the tracking process and purchases
are completed. Through the Refersion website, you will have access to
information we use to determine commissions we owe you.

Nui Organics reserves the right to increase
or decrease commission rates from time to time as it sees fit.

There is no maximum commission limit.

If a referral returns a product or if the
referral requests a chargeback on the purchase, you will not receive a
commission. Nui Organics returns all money to the referral, so you must also
return your portion of the sale. Because of the 30-day return period for all Nui
Organics products, and because of periodic processing, Nui Organics may hold
your commission payout for a period of up to 3 months.

Reversals

Nui Organics reserves the right to reverse
orders due to order cancellations, duplicate tracking, returns, disputed
charges, and program violations as outlined in these terms and policies.

Additionally, if we ask you for clarification
or more information on any orders or clicks that we suspect may be in violation
of our terms and policies, we expect that you will respond in a timely and
honest manner. Below are violations of our communications policy.

1) You are not forthcoming, you are
intentionally vague, or you are found to be lying.

2) You are not responsive within a reasonable
time period and after multiple attempts to make contact using the information
listed in your network profile.

3) You cannot substantiate or validate the
source of your traffic to our program with clear and demonstrable proof.

If any of the above apply, then we reserve
the absolute right to suspend you from the Program, reverse orders, modify
payouts, set your commission to 0%, or immediately terminate your participation
in the Program. We know that many violations are a result of automated
processes; however, it is incumbent upon each affiliate to ensure that it has
the appropriate checks and balances in place to address such issues proactively
and to adhere to the terms and policies of this Agreement.

Assets

The tools, products, and creative assets
(collectively “Assets”) that Nui Organics provides to you include valuable
information vital to the success of the Program, including a tracking code that
Nui Organics uses to attribute referrals to you.

Nui Organics grants to you a nonexclusive,
nontransferable license (“License”) to use Assets as specified under the terms
and policies of this Agreement. The term of the License shall expire upon your
departure from the Program or termination of this Agreement.

You will use the Assets as Nui Organics instructs:

1) You agree that you will not corrupt,
modify, or disable the tracking functionality in the Assets.

2) You will not alter, add to, subtract from,
or otherwise modify the Assets as Nui Organics provides them unless you obtain
prior written consent from Nui Organics.

3) You may only use the Assets for the
purpose of promoting Nui Organics and its products.

4) Nui Organics retains all rights,
ownership, and interest in the Assets, and in any copyright, trademark, or
other intellectual property in the Assets. Nothing in this Agreement shall be
construed to grant you any rights, ownership, or interest in the Assets, or in
the underlying intellectual property, other than the License to use Assets as
granted in this Agreement.

5) You will not make any claim to ownership
of the Assets, or of the copyright, trademark, or other intellectual property
therein.

6) You will not publish or otherwise
distribute any other advertising materials that reference Nui Organics unless Nui
Organics gives prior written consent to the distribution of such materials.

Email

Under no circumstances shall you send
commercial electronic mail messages as defined in the Federal spam law,
CAN-SPAM Act of 2003 (“Act”), with respect to the Nui Organics affiliate
program.

Nui Organics reserves the right to collect,
withhold, or cancel any and all compensation related to commercial electronic
mail messages you send.

You may send transactional or relationship
messages as defined in the Act.

Social Media

Nui Organics permits you to promote offers on
Facebook, Instagram, Twitter, blogs, discussion forums, and other social media following
these general guidelines:

1) You are allowed to post your affiliate
links on your own social media.

2) You are prohibited from posting your
affiliate links on the social media of Nui Organics.

Keywords

You shall not purchase keywords, domain names,
advertising, search terms, adwords, or any other identifiers that include the
words “Nui Organics,” the names of Nui Organics products, or any variations or
misspellings thereof.

Specifically, this policy prohibits you from:

1) Bidding on “Nui Organics” and any keyword
string that includes this term; and

2) Bidding on “Kina” and any keyword string
that includes this term; and

3) Purchasing domain names based on “Nui
Organics” or “Kina” or variations; and

Relationship

This Agreement shall not be construed to
create any employment relationship, agency relationship, or partnership between
you and Nui Organics. You will provide services for Nui Organics as an
independent contractor. You will have no authority to bind Nui Organics into
any agreement, nor will you be considered an agent of Nui Organics in any
respect.

Nui Organics will not be responsible for any
taxes that you owe arising out of your relationship with Nui Organics as set
forth in this Agreement. Nui Organics will not withhold any taxes from the
commissions paid to you.

You shall include a disclosure statement
within any and all pages or posts where you use affiliate links in an
endorsement or review, and where it is not clear that the link is a paid
advertisement. This disclosure statement should be clear and concise, stating
that Nui Organics is compensating you for your review or endorsement.

Warranties

Nui Organics makes no express or implied
warranties or representations with respect to the Program.

Nui Organics makes no representation that the
operation of the Program will be uninterrupted or error-free, and Nui Organics will
not be liable for the consequences of any interruptions or errors.

You represent and warrant the following:

1) You have the legal authority to enter into
this Agreement and to be bound to the terms and policies set forth in this
Agreement.

2) Your website does not contain any
materials that are:

(a) Unlawful or solicitous of behavior that
is unlawful in the United States;

(b) Unlawful or solicitous of behavior that
is unlawful in the geographic area from which you operate.

3) You have obtained any necessary
clearances, licenses, or other permission for any intellectual property used on
your website. Nothing on your website infringes upon the intellectual property
rights of any person or entity. No person or entity has brought or threatened
an action claiming such infringement, nor do you have any reason to believe
that any person or entity will bring or threaten such a claim in the future.

4) You do not compete with Nui Organics. You
are not an employee, agent, or partner with any person or company that competes
with Nui Organics. You may be an affiliate with or an independent contractor to
persons or companies that compete with Nui Organics.

Indemnification

You will indemnify and hold harmless Nui
Organics from any claim, damage, lawsuit, action, complaint, or other costs
arising out of any breach of your warranties set forth above. You will also
indemnify and hold harmless Nui Organics for any damage, loss, or other cost
arising out of your use or misuse of the Assets.

Confidentiality

Any information that you are exposed to by
virtue of your relationship with Nui Organics under these terms and policies,
which information is not available to the general public, shall be considered
to be confidential company information. You may not disclose any confidential
company information to any person or entity, except where compelled by law,
unless you obtain prior written consent for such disclosure from Nui Organics.

Liability

Nui Organics will not be liable for any loss
of profits or costs, or for any direct, indirect, special, incidental, or
consequential damages, including costs associated with the procurement of
substitute goods or services (whether Nui Organics was or should have been
aware or advised of the possibility of such damage), arising out of or
associated with any loss, suspension, or interruption of service, termination
of this Agreement, use or misuse of the Assets, or other performance of
services under this Agreement.

Latest update: November 9, 2020