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Scope of Services to be Performed. The Affiliate agrees to associate with TONIC as a member of TONIC’s Affiliate Program (see Section 1.C), acting as a brand affiliate for TONIC to encourage potential clients to use TONIC’s services. As a social media influencer and entrepreneur, the Affiliate has a large following of individuals who can be introduced to TONIC’s products and services. TONIC and the Affiliate agree that the Affiliate will perform work in accordance with the terms of this Agreement as follows:

(1) the Affiliate will act as a brand affiliate for TONIC by providing his/her audience and followers with information about TONIC and recommending its products and services. The Affiliate’s services include but are not limited to: 

(a) Discussing the products and services that TONIC has provided for the Affiliate in the past and his/her satisfaction with the aforementioned products and services;

(b) Participating in the Affiliate Program (see Section 1.C) as an active member of TONIC’s community, and encouraging other influences to participate in the Affiliate Program; 

(c) Maintaining a Affiliate Link (see section 3.A) on the Affiliate’s personal website that links to TONIC to allow his/her followers to discover TONIC’s services for themselves; 

(d) Speaking positively of TONIC in the Affiliate’s work (whatever form that may take from social media and content creation to website and other marketing efforts) as it shall come up, and to encourage other individuals to make use of TONIC’s services and directing them to TONIC’s website; and 

(e) Doing any and all other such work that is required for the Affiliate to effectively engage with his/her followers and encourage them to utilize the Affiliate’s link to TONIC’s website. 

Description of Services. Affiliate agrees to perform the following services (herein “Services”): Affiliate shall provide Services in affiliation with TONIC in a professional manner and in keeping with industry standards.

The Affiliate operates as a social media influencer and business operator who has a significant following of individuals and audience to whom they can market products and services. The Affiliate agrees to associate itself with the TONIC brand as a brand influencer who will integrate TONIC’s brand into their social media and online marketing presence. In order to accomplish this, TONIC will provide the Affiliate with an individualized web link or code that the Affiliate may post on their personal website, as well as distribute directly to his/her followers. 

TONIC will pay Affiliate a commission rate based on the amount of clients that the Affiliate is able to direct to TONIC through their individualized web link or code and who purchase a TONIC branded product from TONIC. For most Affiliates at the beginning of their association with TONIC, this commission will be at the starting rate of ten percent (10%) of the purchase price of the products that any client makes on TONIC branded products that have been purchased using the link from the Affiliate’s personal website. Affiliates who prove their affinity with the TONIC brand by directing a large number of individuals to TONIC’s services will be eligible to receive a higher commission rate than the initial rate of ten percent (10%), increasing up to a maximum of twenty percent (20%). These increases will be at the discretion of TONIC and may only be modified via written confirmation by TONIC. 

Affiliate Program. The Affiliate Program is an association formed between TONIC and a collection of social media brand affiliates and entrepreneurs who identify closely with the values of the TONIC brand. Many of these Affiliate Program members are former clients of TONIC who can personally attest to the quality of TONIC’s services and TONIC branded products. Those who wish to deepen their association with TONIC can join the Affiliate Program. By doing so, the Affiliate agrees to abide by the behavior policies contained within this Agreement. 

As members of the Affiliate Program, Affiliate will be given an Affiliate Link. This unique URL is a piece of software that allows TONIC to track who uses the link to access TONIC’s website and make purchases during the same interaction. When an individual makes a purchase using the Affiliate Link it will notify TONIC of the purchase and it will credit that purchase to the Affiliate for commission purposes. 

Members of the Affiliate Program will be allowed to use the TONIC brand and name in promoting TONIC’s services, as well as in discussing the Affiliate Program and previous services that TONIC has provided to the Affiliate. However, Affiliates are not allowed to use the TONIC brand and trademark to market their own products or services, or to attempt to interfere with TONIC’s business interests (see Section 4 for more information on this topic). 

Compensation. Any compensation paid to the Affiliate shall be in the form of a commission payment whenever the Affiliate is able to bring a client to TONIC via their Affiliate Link, as described in Section 3 below. No other compensation will be required under the terms of this Agreement. 

Affiliate and TONIC acknowledge that the compensation earned by Affiliate from TONIC is comparable to that which is typically paid in the marketplace for such services, and is fair and adequate compensation. 

I. Services & Compensation

Affiliate Links. When the Affiliate joins the Affiliate Program, TONIC shall provide them with an Affiliate Link, an individualized and unique web link that they can use on their personal website and in their advertising to potential customers. This unique URL will provide TONIC with a means of tracking how many clients of the Affiliate are utilizing the Affiliate Link and what purchases to attribute to the Affiliate’s clients. Once a purchase is made using the Affiliate’s Link, then a commission payment will be made to the Affiliate within thirty (30) days of the aforementioned purchase. 

The Affiliate has the responsibility to maintain the integrity of the Affiliate Link on its personal website and other social media platforms that it attaches it to. Failure to do so may result in a failure of the Link to operate properly, and may result in a corruption of the Link and preventing it from operation. TONIC shall not be held liable for any breach of this clause, or for the Affiliates failure to properly integrate the Affiliate Link on its personal website and social media platforms. 

Any and all errors, omissions, or inadvertent delays that may occur in the course of using the Affiliate Link and its associated software shall not be considered a breach of this Agreement and shall not attach any liability to TONIC. If the Affiliate suspects an error with the Affiliate Link, then he/she may notify TONIC of the suspected error for TONIC to investigate at its sole discretion. TONIC is not responsible or beholden to the Affiliate for any errors or omissions that may occur with the Affiliate Link.

Commission On Tonic Products. If a client of the Affiliate wishes to purchase a TONIC branded website from TONIC, then TONIC may offer a discount to the Affiliate to provide to their client for the purchase of that product. This discount shall be in the form of a code that will be distributed to the Affiliate, who may then share it with the client. The amount of this discount shall be determined by TONIC and may be altered by TONIC at its sole discretion.

Commission Eligibility. Affiliates will be eligible to receive a commission for the sale of TONIC branded products to their client(s) who use their Affiliate Link. This commission will start at ten percent (10%) of the sale, with the possibility of increasing as the Affiliate brings in more business to TONIC from their Client(s), and maximizing at twenty percent (20%) commission. To be eligible for this commission, at least three purchases must be made by clients of the Affiliate before they may begin receiving the commission. TONIC is not obligated to pay a commission for the first three purchases that are made via the Affiliate Link. 

Eligibility to receive a higher commission rate will be determined by TONIC as it receives more client purchases from the Affiliate’s efforts to market TONIC’s products. TONIC offers no guarantees as to when an Affiliate will be reviewed for a higher commission rate, which will be done at the sole discretion of TONIC.

II. Commission on TONIC Templates

In General. The Parties agree to positive cooperation and communication in the course of performing the terms of this Agreement. 

Communication. TONIC’s primary source of communication is through email, Asana, and Slack. TONIC’s office hours 8am-5pm EST Monday-Friday, with no availability after hours, on weekends, and upon travel notification. Primary communication shall be through email and Slack.

Timeliness. Affiliate shall timely respond to any request by TONIC for written clarification of any concern, objection or correction. Affiliate shall respond to any and all written communications via email, Asana, Slack, or regular mail within two (2) days of receiving the communication. 

Affiliate acknowledges and agrees that TONIC's ability to pay commissions to them is entirely dependent upon the Affiliate’s own marketing and professional efforts.

Behavior and Professionalism Policy. Because of TONIC’s desire to maintain an impeccable reputation, Affiliate agrees to do nothing that would impair TONIC’s reputation or to perform acts that TONIC would deem disreputable and harmful to their business interests. Affiliate will refrain from acts in their own business that would cause a loss of reputation or financial harm to TONIC by his/her membership in the Affiliate Program. 

Affiliate acknowledges that his/her failure to follow the professional standards and the terms of this Agreement may jeopardize TONIC’s reputation and/or business relations which will likely cause a financial loss for TONIC. In the event of such a loss, Affiliate acknowledges that this Agreement will be terminated, referrals are subject to be revoked, and they may be liable to TONIC for any financial loss in extreme situations.

Community Guidelines. By participating in TONIC’s Affiliate Program, Affiliate will be given access to the community-aspect of TONIC’s business via Slack which includes Affiliate, businesses, and other individuals. Affiliate agrees to comply with all policies and community guidelines, in addition to the terms and conditions of this Agreement, and operate in good faith with respect and positivity when interacting in TONIC’s community. Individuals may share confidential business information, which the Affiliate is expected to recognize and maintain confidentiality thereof. Affiliate may not share any other third parties information disclosed within group settings without express written permission of the individual. Affiliate Program membership and this Agreement may be terminated for any violation of policies, procedures, or expectations.

III. Cooperation

Licensure of TONIC’s Intellectual Property. Affiliate agrees that the intellectual property owned by TONIC includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to TONIC ("TONIC IP").

Subject to the limitations listed below, TONIC grants the Affiliate a non-exclusive, non-transferable, revocable license to access TONIC’s websites in conjunction with the Affiliate Program and use TONIC IP solely and exclusively in conjunction with identifying TONIC and TONIC brand on the Affiliate’s website to send customers to the Affiliate Link provided by TONIC. Affiliate may not modify TONIC IP in any way and may only use TONIC IP so long as they remain a member of the Affiliate Program in good standing with TONIC.

TONIC may revoke this license at any time and if TONIC finds that Affiliate is using TONIC IP in any manner not contemplated by this Agreement. TONIC reserves the right to terminate this Agreement in the event for a violation of this clause. 

Other than as provided herein, Affiliate is not permitted to use any of TONIC IP or any confusingly similar variation of TONIC IP without TONIC’s express prior written permission. This includes a restriction on using TONIC IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that unauthorized use of any TONIC IP by the Affiliate shall constitute unlawful infringement and TONIC reserves all of its rights, including the right to pursue an infringement suit against the Affiliate in federal court. Affiliate may be obligated to pay monetary damages or legal fees and costs.

Affiliate hereby provides TONIC with a non-exclusive license to use his/her name, trademarks and service marks if applicable and other business intellectual property to advertise the Affiliate Program on TONIC’s website and in its marketing materials and disclose the success of the Affiliate’s affiliation via the Program. 

Confidentiality. Each party acknowledges that in connection with this Agreement it may receive, disclose or provide access to certain confidential or proprietary technical and business information and materials of the other party, including but not limited to information relating to business plans, products, product samples, costs, sources, strategies, inventions, procedures, literature, technical advice or knowledge, contractual agreements, pricing, price lists, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, designs, drawings, work sheets, concepts, samples, inventions, manufacturing processes, computer programs and systems (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations by providing Services, except as may be required by a court or governmental authority. All Confidential Information shall remain the property of the Disclosing Party. 

TONIC may own, possess, and/or control certain trade secrets, copyright and other proprietary and confidential information acquired through the expenditure of time, effort, and money. The Affiliate agrees to use all best efforts to protect TONIC’s interest in the Confidential Information and keep it strictly confidential. This includes a covenant to not directly or indirectly disclose, allow access to, transmit, or transfer the Confidential Information to any third party, including but not limited to online forums, social media, blog posts, and any other medium without TONIC's prior written consent.

Non-Disparagement. The Parties agree that, at all times during this Agreement, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Affiliate. The Parties further agree to do nothing that would damage the others business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction. 

Affiliate is a representative of TONIC’s image and reputation by their association and membership in the Affiliate Program. Therefore, should any of the Affiliate’s conduct or speech draw negative attention or disparagement towards TONIC or its reputation, then TONIC is permitted to terminate this agreement and all further association with the Affiliate. The Affiliate will not be entitled to further services from TONIC, and they are required to cease associating their services with TONIC or other members of TONIC’s Affiliate Program. TONIC will cease to be required to pay compensation to the Affiliate should they violate this clause. 

Harassment and Safety. TONIC has the right to immediately terminate this Agreement if the Affiliate or any of its agents are acting inappropriately towards TONIC or any of its Affiliates, agents, employees, or community members, or if exhibiting threatening, hostile, stressful, unhealthy, unethical, constraining, or offensive behavior, verbal abuse, online harassment, or in the event that the safety of TONIC is in question. TONIC has the right to withdraw from and terminate services to remove TONIC and/or TONIC’s agents from the situation without approval from the Affiliate if TONIC feels they can no longer perform their services effectively in these circumstances. In the event services are terminated for this reason, all monies paid shall be retained by TONIC, and TONIC will be released and held harmless as a result of incomplete coverage.

Affiliate understands and agrees that TONIC works to maintain a safe work environment at all times and is obligated to comply with all health and safety laws, directives, and rules and regulations. Affiliate agrees that Affiliate and Affiliates’ agents shall not carry weapons or firearms around TONIC, be exposed to severe illness, or request TONIC to do anything illegal or unsafe. The Affiliate agrees to undertake best efforts to treat all involved in the Project, including TONIC, its agents, and community members with respect and dignity. TONIC is not obligated to provide services in any location or area deemed to be unsafe, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. In the event any of these circumstances arise, TONIC reserves the right to terminate services and this Agreement. TONIC shall be entitled to cease and retain all commission payments and Affiliate agrees to forfeit all payments and relieve and hold TONIC harmless.

Assignment. Affiliate shall not assign, sub-contract, substitute, or hire any third party to take the place of Affiliate in performance of this Agreement. 

Non-Guarantee. TONIC does not guarantee a specific amount of commission to be paid to the Affiliate and will not be financially responsible in any way to the Affiliate for any losses for any reason. 

Errors and Omissions. Any inadvertent errors or omissions on the part of one party occurring in connection with this Agreement or any transaction hereunder shall not relieve the other party from any liability to the first party that would have otherwise attached had such error or omission not occurred, provided that such error or omission is rectified as soon as practicable after discovery.

IV. Rights

General. TONIC may terminate this agreement at any time in the event of any failure of the Affiliate to perform or by any breach of this Agreement by Affiliate. Such termination for cause shall be effective immediately upon notice to the Affiliate. As used herein, “cause” is defined as any demonstration of dishonesty; incompetence or inability to perform duties or neglect of duties; commission of a felony; professional negligence; misconduct, fraud, misrepresentation; any act or failure to act which substantially impairs business, goodwill or reputation of TONIC; or any other breach of this Agreement. Any breach of this Agreement by the Affiliate does not automatically void this Agreement. TONIC must provide notice to Affiliate as indicated above and may terminate at their discretion.

Equitable Remedies. Affiliate hereby recognizes that irreparable damage will result to TONIC, and to the business of TONIC, in the event of breach by the Affiliate of any of the covenants and assurances contained within this Agreement. As such, in the event of breach or threatened breach of any of the covenants and assurances contained within this Agreement, TONIC shall be entitled to enjoin and restrain the Affiliate from any continued violation of any term of this Agreement. This equitable remedy shall be in addition to (and not supersede) any action for damages TONIC may have for breach of any part of this Agreement. No bond or other security shall be required in obtaining such equitable relief, and the Affiliate hereby consents to the issuance of such injunction and to the ordering of specific performance.

Supervision and Inspection. In performance of the work contemplated herein, Affiliate shall have the authority to control and direct the performance of detail of the Services, TONIC being interested only in the results obtained. However, with respect to due diligence, it is contemplated that the Affiliate’s work product must meet with the reasonable satisfaction of TONIC and that TONIC has a general right to inspect documentation, marketing efforts, advertising materials, the placement of the Affiliate Link, and other methods of work used by Affiliate.

Affiliate agrees and understands that TONIC reserves the right to reduce Affiliate compensation in situations of deficient or unsatisfactory performance.

This Agreement and its terms is subject to being updated on an annual basis, upon which the Affiliate will be asked to sign a new and up-to-date Agreement at the beginning of each calendar year.

Failure To Perform / Meet Quality Standards. Should Affiliate fail to deliver the desired services to TONIC for any reason or should the performance be of a poor quality not within professional standards, such failure to perform the services in a professional manner shall constitute a material breach of the terms of this Agreement, subjecting Affiliate to termination of this Agreement.

V. Termination & Breach

No Employment Contract. Nothing contained in the Agreement shall be construed to indicate that the Affiliate, or any of its employees, is a partner, employee or agent of TONIC. It is intended that the Affiliate shall remain as such and be responsible for its own actions and the actions of its employees.

No Authority to Bind TONIC. The Affiliate has no authority to enter into any contracts or agreements on behalf of TONIC or any of its agents or employees. TONIC shall sign all contracts between TONIC and clients.

Taxes and Fees. The Affiliate shall not be treated as an employee, partner, or joint venture. The Affiliate shall be responsible to pay all taxes as mandated by law and agrees to reimburse, indemnify, defend and hold TONIC harmless from and against any and all levies or charges for taxes levied or charge TONIC as a result of the performance of services by Affiliate or its employees under this Agreement. 

The Affiliate is responsible for the payment of any and all taxes arising out the performance of the services described herein, including, without limitation, all federal, state and local personal and business income taxes, sales and use taxes, Social Security, insurance, benefits, and all other business taxes and license fees accruing in connection with the Affiliate business. 

Fringe Benefits. Since Affiliate and its employees are not employees of TONIC’s business, they are not eligible for and shall not participate in any employer benefit of TONIC, including pension, health, welfare or other fringe benefits. The Affiliate shall have no claim against TONIC hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

Declaration by Affiliate. The Affiliate declares and states that it has complied with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work performed under the Agreement. TONIC shall not be held liable for the Affiliate’s failure to maintain necessary business permits, insurances and licenses, and if TONIC is thus held liable, the Affiliate shall indemnify TONIC.

VI. Independent Contractor Status

No Waiver of Rights. The failure of either party to the Agreement to exercise any of its right under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.

Indemnification. Affiliate agrees to indemnify, hold harmless and defend TONIC from and against any and all claims against TONIC based in whole or in part on an assertion that an action, omission or representation of Affiliate has in some way obligated or bound TONIC. The Affiliate agrees to indemnify and hold harmless TONIC from any and all claims by the Affiliate, which may arise out of and in the course of the performance of his/her duties hereunder. Affiliate acknowledges that TONIC is in no way responsible and/or liable for any damages to persons or property created by Affiliate during the performance of his or her duties under this Agreement, and if TONIC is thus held liable for damages, Affiliate agrees to indemnify and fully compensate TONIC for any monies and/or damages paid to the aggrieved persons or damaged property. 

Notices. Any notice given in connection with this Agreement shall be given in writing and delivered by email or mail to the party at that party’s address stated herein. Any party may change its address stated herein by giving notice of the change in accordance with this paragraph.

No Assignment. The Affiliate shall not be allowed to assign the Agreement in whole or in part. Any attempt to assign this Agreement shall be null and void. Affiliate shall be responsible for performing the work specified in the Agreement.

Choice of Law. This Agreement shall be governed, construed and interpreted by, through, under and according to the laws of the State of Virginia. The Affiliate expressly acknowledges and consents that this Agreement was entered into in Loudoun County, Virginia, and that the proper venue for any legal action related to this Agreement is in the Superior Courts of the County of Loudoun County, Virginia. 

Mediation. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

Arbitration. Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural and substantive rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Loudoun County, Virginia, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

Attorney Fees. In any action taken to enforce any provision of this Agreement, whether in suit or an arbitration proceeding, the prevailing party shall be entitled to recover expenses of litigation, including reasonable attorney’s fees, as well as any other costs and expenses.

Acknowledgements. Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she has so desired.

Entire Agreement. This Agreement has been freely negotiated and shall be recognized as the entirety of the agreement between the Affiliate and TONIC. This Agreement supersedes all prior agreements, representations and understandings between the parties (whether written or oral) with respect to its subject matter and constitutes (along with the exhibits and schedules attached hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may be supplemented, amended or revised only in writing, which must be signed by both the Affiliate and TONIC. 

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Additionally, the failure of either party to the Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.

Commencement. The term of the Agreement will commence upon the execution hereof and continue for the duration of any working relationship between the parties identified above. Any change or further limitation of this time period shall be in writing and signed and agreed upon by both parties. This agreement shall be binding regardless of the amount of work performed by the Affiliate.

VII. General Provisions

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