Nourish Affiliate Programme Operating Agreement
Any person or entity that participates or attempts to participate in the Affiliate Programme of Nourish Parents Limited (referred to here as “you”, or an “Affiliate”) must accept this Affiliate Programme Operating Agreement (referred to here as “Agreement”) without change. Please read them carefully. This agreement is separate to our App user Terms and Conditions, which applies to users of Nourish Parents Limited Services, including and not limited to the Nourish App and website www.thenourishapp.com.
Nourish Parents Limited is referred to here as “Nourish Parents”, “Nourish”, “us”, or “we”
The Affiliate Programme is also referred to here as “Programme”.
“Activity” refers to any activity, including recommending or mentioning any products or services owned by Nourish Parents, orally or in writing, on any platform and in any context, that you conduct to promote the products and services of Nourish Parents (referred to here as “Products”).
1. Description of the Affiliate Program
The Affiliate Program permits you to monetize any Activity that you conduct to promote the Products of Nourish Parents, including but not limited to the Nourish App, by offering a unique code (referred to here as your “Unique Code") that our clients will provide to allow us to track customers that have heard about our Products via your Activity.
When our customers enter the Unique Code, you can receive commission income for qualifying purchases. In order to facilitate your advertisement of these items or services, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools and other information in connection with the Affiliate Program (“Program Content").
2. Associates Program Compliance Requirements
You must comply with this Agreement to participate in the Affiliate Program and receive commission income. You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable Nourish Parents marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all commission income otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Nourish Parents to recover damages in excess of this amount.
3. Nourish Parents Customers
You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and conduct your Activity in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your Activity will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Programme and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (c) the information you provide in connection with the Affiliate Programme is accurate and complete at all times. You can update your information by contacting an employee of Nourish Parents.
We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Programme, and we will not be liable for any actions you undertake based on your expectations.
5. Identifying Yourself as an Associate
You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement, in your Activity or in any location where Nourish Parents may authorize your display or other use of Program Content: “As an Affiliate of Nourish Parents, I earn a small commission from qualifying purchases.” You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Term and Termination
The term of this Agreement will begin upon confirmation from a qualified representative of Nourish Parents of your acceptance onto the Affiliate Programme. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided.
In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement; (c) we believe that we may face potential claims or liability in connection with your participation in the Affiliate Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Affiliate Program; (e) your participation in the Affiliate Programme has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Affiliate Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 will be deemed a material breach of this Agreement.
We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
The Affiliate Programme, the Nourish App, any products or services offered by Nourish Parents, any special links, link formats, content, data feed, product advertising content, our domain names, trademarks and logos, and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of us or our Affiliates in connection with the Affiliate Programme (collectively, the “Service Offerings”) are provided “as is” and “as available”. Neither we nor any of our Affiliates make any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the service offerings.
We and our Affiliates disclaim all warranties with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement and any warranties arising out of any law, custom, course of dealing, performance, or trade usage. We may discontinue any Service Offering, or may change the nature, features, functions, scope, or operation of any Service Offering, at any time and from time to time. Neither we nor any of our Affiliates warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components.
Neither we nor any of our Affiliates will be responsible for (a) any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this agreement.
Further, neither we nor any of our Affiliates will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with your participation in the associates program, or (z) any termination or suspension of your participation in the associates program. Nothing in this section 7 will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.
8. Limitations on Liability
Neither we nor any of our Affiliates will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the Service Offerings will not exceed the total commission income paid or payable to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.
To the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your Activity (including your use of any Service Offering) or your violation of this Agreement, and you agree to defend, indemnify, and hold us, our Affiliates, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes, (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, (c) your use of any Service Offering, whether or not such use is authorized by or violates this Agreement or applicable law, (d) your violation of any term or condition of this Agreement, (e) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties, or (f) your or your employees' or contractors’ negligence or willful misconduct.
10. Governing Law and Disputes
This Agreement shall be governed by the laws of England and Wales, and you agree that any dispute between you and Nourish will be dealt with only by the courts of England and Wales.
You are responsible for any taxes and related obligations relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof) or any transactions or activities under this Agreement.
12. Additional Provisions
We may send you emails relating to the Affiliate Programme from time to time.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) 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, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
Any information relating to Nourish Parents or any of its Affiliates that we provide or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Nourish Parents’ “Confidential Information” and will remain Nourish Parents’ exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and 5 years after termination.
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 you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliate profile. The effective date of such change will be the date specified, which will be no less than two business days from the date the notice is provided. Your continued participation in the Affiliate Programme following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate this agreement in accordance with section 6.