Affiliate Marketing Engagement Agreement
Terms of Affiliate Marketing Engagement Agreement (this 'Agreement')
We are engaging your services as a marketing affiliate for Scientuitive - Fitness & Wellness Education Inc. (the "Company") upon your agreement with the following terms:
Relationship
1. This is a contract for services. By signing this contract, you expressly agree and represent that you are an independent contractor and you are not an employee of the Company.
Term and Termination
2. Your engagement with the Company will commence on January 1, 2026 and will end on June 30, 2026 (the "Term"), unless terminated earlier in accordance with this Agreement.
3. Either party may terminate this Agreement without cause on 30 days' notice to the other.
4. In the event that the Company amends this Agreement in accordance with Section 27, you may elect to terminate this Agreement by providing written notice to the Company ("Termination Notice") prior to the conclusion of the Notice Period (as defined below), and in such case this Agreement will terminate upon the later of: (a) the final day of the Notice Period; or (b) 10 days' following the date in which you provide the Termination Notice.
5. If there is a material breach of any of the terms of this Agreement, either party may terminate this Agreement immediately with written notice and without additional pay or compensation.
Services
6. During the Term, you agree to provide services (the "Services") for marketing and facilitating sales of several of the Company's products (the "Products") on behalf of the Company, which may include any or all of the following:
- the 21 Day Nervous System Tune-up course ("21 Day");
- the SmartBody SmartMind program ("SBSM"); and
- such other products as the parties mutually agree to from time to time.
7. Unless approved in writing by the Company in advance, you will personally perform the Services described above and will not delegate or sub-contract the provision of the Services without the Company's prior written consent.
8. This is a non-exclusive contract. During the Term of this contract, you are not prevented from providing Services to other clients if such Services do not reasonably interfere or conflict with your obligations in this contract.
Guidelines, Policies, and Applicable Laws
9. With respect to the performance of the Services, you represent, warrant, and covenant that:
- you will comply with all applicable laws in the performance of the Services;
- you will comply with all applicable Company policies for affiliate marketers, as may be provided or amended from time to time; and
- you will not provide any misrepresentations, inaccurate information or information not provided by the Company, or offer any guarantees with respect to the Products.
Compensation
10. You will be paid a sales commission ("Commissions") for the Products that are sold in accordance with this Agreement, subject to applicable adjustments. Commissions shall be inclusive of all applicable sales taxes (e.g. PST), value-added taxes (e.g. GST), or similar.
11. Commissions will be payable, as follows:
| Product Purchase Details |
Sales Price of Product(USD) |
CommissionPayable per Purchase(%) |
Commission Payable per Purchase(USD) |
| SBSM purchase by a new customer |
$1,997.00 |
30% |
$599.10 |
| SBSM purchase by a customer who has previously purchased 21 Day |
$1,697.00 |
30% |
$509.10 |
| 21 Day purchase by a new customer |
$297.00 |
30% |
$89.10 |
| 21 Day purchase by a new customer during a sale period (Cyber sale or 21 Day Downsell) |
$197.00 |
30% |
$59.10 |
and such other amounts as may be agreed from time to time.
12. Commissions will be paid, as follows:
- SBSM Commissions are payable after the applicable refund period for SBSM expires;
- 21 Day Commissions are payable on or around the 18th day of the month following the month the Products were sold, or as otherwise in accordance with the Company policies as may be amended from time to time in the Company's reasonable discretion; and
- For customers that purchase Products through a payment plan, Commissions will be paid out as the Company receives the payments from such customers. For example, if such customer cancels their payment plan, you will no longer receive Commissions for that customer purchase.
13. Commissions are not payable retroactively. If a customer is not tracked through applicable cookie software during the Term, there will be no Commissions owing.
14. Unless authorized by the Company in writing in advance, you will not be reimbursed for any expenses incurred in connection with marketing the Products.
Adjustments
15. No Commissions will be payable for the purchase of a Product if:
- a refund is issued on the Product; or
- the purchase is reasonably suspected to be fraudulent, including but not limited to the use of stolen credit cards, cookie-stuffing, or similar unauthorized or improper purchases occur.
16. If a Commission has already been paid and Sections 14(a) or 14(b) arise, then the Company may set-off such amount against future Commissions payable.
Intellectual Property and Confidentiality
17. During the Term, the Company hereby grants you a revocable, non-assignable, non-sublicensable, limited license (the "Limited License") to use intellectual property of the Company, as provided or made available from time to time, (the "Company's Intellectual Property") whether or not the Intellectual Property is subject to intellectual property protection (e.g. patents, copyrights, trade secrets, trademarks, etc.) and solely for the purposes of providing the Services. The Limited License automatically terminates at the end of the Term or upon termination of this Agreement.
18. You acknowledge that the Company owns all rights, title, and interest and goodwill in respect of the Company's Intellectual Property and that you have no interest or rights in and to any of the Company's Intellectual Property, except in respect of the Limited License in accordance with terms herein.
19. You may only use the Company's Intellectual Property for providing the Services and such uses shall be in a reasonable manner, which is not associated with inaccurate information or otherwise would reasonably be perceived to have negative effects on the goodwill or brand recognition of the Company, in the Company's sole discretion.
20. In providing the Services, you agree to only display the Company's Intellectual Property in accordance with guidelines and policies that may be provided by the Company or amended from time to time.
21. While you are engaged by the Company, all information and materials provided to or received by you shall be treated as strictly confidential and only disclosed where reasonably required to perform the Services.
22. All intellectual property that you publicly display or distribute in connection with providing the Services (e.g. social media posts, blog posts, etc.) shall be deleted upon the Company's request during the Term or anytime after termination.
23. You represent and warrant that your display of the Company's Intellectual Property will not be in a manner which violates or infringes the intellectual property or other proprietary rights of any other person.
Injunctive Relief
24. You agree that if you breach any clauses involving or affecting the Company's Intellectual Property in this Agreement, whether directly or indirectly, such breach will be deemed to give rise to irreparable injury to the Company for which damages are an inadequate remedy, and the Company may pursue injunctive relief for such breach.
Indemnity
25. You agree to fully indemnify, defend, and hold harmless the Company from any claims, judgements, lawsuits, damages, liability, and/or obligations (including all costs and legal fees on a solicitor-client basis), including, without limitation, claims arising in contract and tort, arising out of or related to any breach or threats of breach of any representation, warranty, or covenant made in this Agreement or applicable laws from your provision of the Services hereunder.
General Provisions
26. Independent Contractor; Remittance Obligations.
As an independent contractor, you are responsible for making any and all payments and remittances that may be required with respect to sales taxes and applicable income taxes or similar taxes in connection with your provision of the Services and agree to complete and return all tax forms requested by the Company. You further agree that such remittances will be made in strict accordance with your statutory obligations, and you hereby agree to indemnify and save harmless the Company, including its officers, directors, servants, contractors, and agents from any and all liability for any and all liability for any tax, assessment, penalty, interest, wages, or any other amount of any kind whatsoever arising in connection with your failure to remit such sales taxes or income taxes.
27. Amendments.
This Agreement may be amended from time to time, in the Company's sole discretion, and the Company shall provide you with at least 30 days' notice of such amendments (the "Notice Period"). If you do not wish to accept such amendments, you may terminate this Agreement in accordance with Section 4. Unless you have terminated this Agreement in accordance with Section 4, you are deemed to accept all such amendments upon the conclusion of the Notice Period.
28. Governing Law.
This Agreement shall be governed by the laws of British Columbia. Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of British Columbia and by execution of this Agreement, you irrevocably consent to the jurisdiction of those courts.
29. Entire Agreement.
This Agreement, and the documents and policies referred to herein, describes your entire agreement with the Company and supersedes and replaces any prior agreements, representations, understandings, or similar, whether oral or written, between you and the Company.
30. Independent Legal Advice; Full Acceptance of Terms.
You agree that you have been provided with a reasonable opportunity to consult a lawyer to obtain an explanation of the contents, terms and effect of this Agreement and you fully understand and accept the contents, terms and effect of this Agreement. By signing this Agreement, you hereby accept the terms and conditions in their entirety.
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