Terms and conditions

FOREWORD
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality. If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email your affiliate manager at rhianna@nzmuscle.co.nz.

AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in NZ Muscle’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the www.nzmuscle.co.nz web site. Please note that throughout this Agreement, "we," "us," and "our" refer to NZ Muscle, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations
2.1. To begin the enrolment process, you will complete and submit the online application at the postaffiliatepro.com server. All public sign-up forms submitted will be sent for review before approval. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Merchant.com or any other affiliated business.

2.2. As a member of NZ Muscle's Affiliate Program, you will have access to your Post Affiliate Pro Account Dashboard. Here you will be able to review our Program’s details and previously-published affiliate newsletters in your home page, download HTML code (that provides for links to web pages within the nzmuscle.co.nz website), banner creatives and get tracking codes for our current promotions. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. NZ Muscle reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Exclusivity
3.1. You agree to make yourself exclusive to NZ Muscle. This means no posting, promoting or marketing any other competitor company selling similar products, this specifically includes supplements associated with direct competitors.

3.2. Should the affiliate wish to resign from NZ Muscle's Affiliate Program, they shall not directly or indirectly compete with NZ Muscle by serving as an athlete, ambassador, endorser or promoter to any firm or entity substantially engaged in a business similar to, or competitive to the business of NZ Muscle and its associated retailers for 6 months from resignation.

4. NZ Muscle Rights and Obligations
4.1. NZ Muscle reserves the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the NZ Muscle Affiliate Program.

4.2. NZ Muscle reserves the right to terminate this Agreement and your participation in the NZ Muscle Affiliate Program immediately and without notice to you should you commit fraud in your use of the NZ Muscle’s Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, NZ Muscle shall not be liable to you for any commissions for such fraudulent sales.

4.3. NZ Muscle reserves the right to alter or disable any Affiliate 5% Discount Codes that have been accidentally “leaked” and/or intentionally promoted on any publicly available discount code or coupon code website or forum (eg. www.wethrift.com, www.retailmenot.com, www.cheapies.nz etc.).

4.4. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

5. Appearances
If the opportunity arises, you may be asked to make appearances at NZ locations determined by the company for product demonstrations, trade shows, i.e. NZ Fitness Expo and VIP events. These appearances may be in the form of product demonstrations, athlete tours, training workshops, tradeshows and / or bodybuilding / athlete shows. This may also include photoshoots used for NZM marketing and advertising purposes as well as tastings at various locations and gyms (examples include F45, anytime fitness etc).

6. Material Disclosures and Compliance.
When publishing posts/statuses about NZ Muscle’s products or services, Affiliate must clearly disclose his/her “material connection” with NZ Muscle, including the fact that Affiliate was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Affiliate makes about NZ Muscle or NZ Muscle’s products or services. Please note that this disclosure is required regardless of any
space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. Affiliate’s statements should always reflect Affiliate’s honest and truthful opinions and actual experiences. Affiliate should only make factual statements about NZ Muscle or NZ Muscle’s products which Affiliate knows for certain are true and can be
verified.


7. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

8. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and NZ Muscle’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in NZ Muscle's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

9. Payment
NZ Muscle uses a third party to handle all of the tracking and payment. The third party is the postaffiliatepro.com affiliate network. All commission earned will be manually issued as store credit onto your NZ Muscle online account. Affiliates must have an associated NZ Muscle online store account to receive store credit earned through this program. Kindly review the network’s payment terms and conditions.

10. Access to Post Affiliate Pro Affiliate Account Interface
You will create a password so that you may enter Post Affiliate Pro’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

11. Promotion Restrictions
11.1. You are free to promote your own web sites, but naturally any promotion that mentions NZ Muscle could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by NZ Muscle. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote NZ Muscle so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote NZ Muscle so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from NZ Muscle. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the NZ Muscle Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

11.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as nzmuscle.co.nz, NZ Muscle, www.nzmuscle, www.nzmuscle.co.nz, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from NZ Muscle’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

11.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in NZ Muscle’s service).

11.4. Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited NZ Muscle’s site (i.e., no page from our site or any NZ Muscle’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open nzmuscle.co.nz’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

11.5. Affiliate discount codes shall not be advertised on any coupon sites, coupon forums or platforms of a similar nature (eg. www.wethrift.com etc). Advertising affiliate 5% discount codes on such platforms will be considered as misconduct, or abusing the NZ Muscle Affiliate Program. Affiliate codes advertised on such platforms may be immediately removed from the offending site and the relevant Affiliate code may either be altered or the affiliate agreement may be terminated by NZ Muscle immediately.

12. Grant of Licenses
12.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of NZ Muscle's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of NZ Muscle and the good will associated therewith will enure to the sole benefit of NZ Muscle.

12.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

13. Disclaimer
NZ MUSCLE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING NZ MUSCLE SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF NZ MUSCLE ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

14. Contact Persons
The contact persons for the purpose of the partnership relationship are listed below:

Emma
Affiliate Manager
NZ Muscle
Email: emma@nzmuscle.co.nz