Affiliate Program Terms & Conditions
1. Elution Program. Elution is a proprietary Internet marketing, social media and client relationship management program to active doctors of chiropractic (“Doctors”) enabling such Doctors to enhance their Wellness Center operations and to expand their practices. Information concerning the features and benefits is available at www.elutionautoresponders.com.
2. Appointment as Sales Agent ELUTION appoints Coach as a non-exclusive Sales Agent for Elution without a specific sales territory. Coach shall have the right to promote Elution to his/her client databases wherever such clients may be located. During the term of this Agreement, Coach shall devote reasonable efforts in the solicitation of Doctors to enroll in Elution. Coach agrees to represent ELUTION in a professional and lawful manner, using good business judgment and skill in all of his/her endeavors on behalf of ELUTION. The right to receive a commission from the enrollment of a Doctor will be determined by the promo code used by the Doctor in the sign-up process. Any dispute arising with respect to which sales agent of ELUTION is entitled to a sales commission with respect to the enrollment of a Doctor shall be resolved by ELUTION at its sole discretion.
3. Commissions. Coach shall be paid a commission of $10 per month for each person who becomes a subscriber to Elution directly through the efforts of Coach. The start date of a subscription to Elution will be the date on which ELUTION receives initial payment from the subscriber. Commissions will be paid monthly to Coach within 20 days after the end of each month. The discontinuance of Coach’s services as a coaching consultant by a Doctor will not affect the right of Coach to continue to receive a commission from that Doctor’s continued enrollment in Elution. Commissions will be paid to Coach for as long as Coach continues to be active and in good standing with ELUTION, except that after this Agreement has been in effect for two (2) years, no commissions will be paid to Coach for any month thereafter for which aggregate commissions are less than one hundred ($100) dollars. Elution must receive $250 of the initial fee ($995) and the coach has the ability to discount up to $350. The difference between the Elution fee and the discount will be the commission for the coach.
3. Scope and Limits of Authority. Coach shall be authorized only to solicit the enrollment of Doctors in Elution in the manner prescribed by ELUTION, and shall have no authority to offer for sale or sell any other ELUTION product or service. Coach is not authorized to collect any money or to provide any service to Doctors on behalf of ELUTION. Coach may only use marketing materials provided or authorized by ELUTION unless ELUTION shall have specifically agreed to and authorized the use of such other marketing materials. No other use of ELUTION trademarks is authorized. Coach shall do nothing to harm or injure the reputation of ELUTION, its Wellness Centers and other affiliates. Except for a service which is competitive with Elution, nothing in this Agreement shall be construed to require Coach to refrain from distribution of any other product or service.
4. Policies and Procedures. Coach agrees to abide by and follow all of the administrative policies and procedures of ELUTION relating to serving as a Sales Agent for Elution. While this Agreement is in effect, and for a period of one (1) year thereafter, Coach will not solicit, or attempt to solicit, directly or indirectly, and Doctor for the purpose of presenting, offering, distributing or licensing any products and/or services that are then competitive with Elution and/or with any other products or services than are then available through ELUTION.
4. Term and Termination. This Agreement shall continue for an indefinite term and may be terminated by (a) the non-defaulting Party upon written notice of a breach to the other Party, and the failure of the defaulting Party to cure such breach within thirty (30) days thereafter; or (b) either party upon sixty (60) days written notice to the other Party. Upon the termination of this Agreement, Doctor shall immediately return to ELUTION any ELUTION materials in his/her possession and discontinue all activities related to Elution except such as may be reasonably related and incidental to the performance of coach consulting services for Doctors.
5. Independent Contractor and Waiver. Coach is an independent contractor under this Agreement and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties. This Agreement may be amended, modified or supplemented only by a written instrument executed by the Parties. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar.
6. Final Agreement; Assignment. This Agreement represents the final and complete agreement of the Parties, and shall be binding upon, and inure to the benefit of, the Parties and their respective beneficiaries, successors and assigns. Coach may not assign any of its rights or obligations hereunder without the prior written consent of ELUTION.
7. Injunctive Relief. Coach agrees that any breach or threatened breach of this Agreement by Coach will irreparably injure ELUTION and that any remedy at law for any breach or threatened breach by Coach of the provisions hereof shall be inadequate, and that Coach shall be entitled to injunctive relief in addition to any other remedy it might have under this Agreement or at law or in equity.
8. Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of law rules. The Parties hereto irrevocably consent to the jurisdiction of the State Court or of the United States District Court located in Newark, New Jersey, in connection with any action or proceeding arising out of or relating to this Agreement, and agree that venue shall be proper in such court to the exclusion of the courts in any other county, state or country. The Parties further agree that such designated forum is proper and convenient.