Affiliate Policies and Procedures
Please read this full document carefully, as it contains important terms and conditions concerning being an Affiliate with Trulu. These policies are here to ensure a level playing field for all our Affiliates, and to support our culture of collaboration, support, and cooperation.
Trulu is driven by our desire to provide a community-centric digital marketing platform that will eliminate the complications and obstacles traditionally associated with side-hustles and gig opportunities. The policies in this document lay out the rules and obligations that reflect our commitment to simplicity, transparency, fairness and integrity.
Before We Begin – Frequently Asked Questions
How does the Trulu Affiliate program work?
You can share products and available programs across a variety of product categories with your audience through customized linking tools and earn money on qualifying purchases and customer actions like placing orders. You can also refer others to become Affiliates and earn commissions on their purchases and sales.
How do I earn in this Affiliate program?
You earn from qualifying purchases and programs through the traffic you drive to through your personal link. Commission income for qualifying purchases and programs differ based on product category and type of customer and is paid in two-week cycles known as commission periods. Note: Commission income is paid approximately 15 days after the end of the commission period in which it was earned.
How do I sign up to the Affiliate program?
Sign up to the Affiliate program using this link: https://trulu.com
Four of the Most Important Policies to Keep in Mind
- Products: be mindful of how you represent our products, and how those products can be experienced by customers. Please be mindful that Trulu products do not treat, cure, or prevent any disease.
Tip: Use only approved content from trulu.com and GetAMPM.com when talking about your Trulu product experiences. There are clear guidelines and regulations about what would be considered an impermissible disease, drug, or health claim and the claims we approve are well substantiated. Please use them!
- Social media: we are a community so stay inclusive, positive, realistic and welcoming on social media.
Tip: You are a representative of our brand and an important part of our community. Negative comments about other people or companies and divisive, harassing and discriminatory content can hurt your sales, our brand and make people feel unwelcome.
- Commissions and Earnings: we are excited about the income opportunity available to you through this Affiliate program. Note that it’s essential that all earnings claims are presented honestly and represent what is typical and reasonably achievable.
Tip: Remember that positive and realistic impressions of the earnings opportunity can help grow your sales and your team. It is best to avoid statements that express how easy it is to make money vs. a realistic picture of what’s achievable.
- Independent Contractor Status: please remember that you are an independent contractor and not an employee of the Company.
Tip: Identify yourself in your posts as a brand Affiliate or some other identifier to ensure that your customers know that you are representing the brand as an independent contractor. We recommend using hashtags like #TruluAffiliate
Our Trulu Business Ethics Team is available to assist with any questions or concerns you may have about our P&Ps. This team also actively enforces these Policies through audits, reviews of social media, and dialogue with all of you so please reach out with any issues or questions.
If you have questions, please contact: firstname.lastname@example.org
AFFILIATE POLICIES AND PROCEDURES AND AFFILIATE AGREEMENT
Becoming an Affiliate and Affiliate Rights
- You may become an Affiliate by completing the following steps:
- Complete, sign and submit an online Affiliate application to the Company.
- Agree to the terms of the Agreements.
- Provide valid contact information.
- Possess a valid social security number or tax identification number (“TIN”). The Company may require an Affiliate’s TIN if his/ her commissions exceed the reporting threshold according to local tax law. Failure to provide a valid TIN when requested may result in a delay of payment of bonuses and commissions and/or termination of the Agreement.
- You must be at least eighteen (18) years of age and agree that you shall not knowingly enroll, or attempt to enroll, any person under age eighteen (18).
Note: You are not required to purchase any Products or materials to become an Affiliate.
- Affiliate Rights
The Agreement grants Affiliates the following rights and privileges to:
- Promote Trulu products and receive commissions for product purchases from your referred Customers and Affiliates;
- Refer other individuals as Affiliates into the Trulu business platform; and
- Participate in Affiliate-specific promotional and incentive contests and other Trulu Affiliate programs.
An Affiliate’s continued participation in any of the above activities or acceptance of any other benefits under the Agreement constitutes acceptance of the Agreement and any and all renewals and amendments.
Affiliate Marketing and Content Creation / Claims
- Identification as an Affiliate
You must conspicuously identify yourself as an Affiliate in all advertising, promotional material and social media posts through hashtags or some other identifier – e.g., #TruluAffiliate or “I receive commissions for purchases made through links in this post.”
- Product Claims
Affiliates should use only statements, claims, and wording contained in official publications. For avoidance of doubt, Affiliates shall not make any claim that Trulu products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any disease, symptoms of a disease, sickness, or injury. Affiliates should not claim or imply that any product is registered with or approved by the U.S. Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”) or any other regulatory authority.
- Income and Lifestyle Claims
Affiliates should fairly and accurately represent the earning potential of being an Affiliate for Trulu. This means that when presenting the Trulu opportunity or Affiliate Commission Plan, Affiliates may not make income claims, representations, or testimonials (collectively, “Income Claims”) that are deceptive.
What is a deceptive Income Claim?
- Exaggerated or guaranteed incomes, earnings, or profits;
- Hypothetical, potential, or estimated incomes, earnings, or profits that are in any way misleading;
- Claims that Affiliates may earn residual or unlimited income or otherwise replace their income;
- Claims that Affiliates may obtain “financial freedom”; or
- Any other false, untruthful, incomplete, otherwise misleading or potentially misleading information that misrepresents the typical income or earning results of Trulu Affiliates.
- Early retirement or being able to quit one’s job;
- Income equivalent to a full-time career (“career- level income”);
- A luxury lifestyle;
- The ability to purchase a home or vehicle;
- Vacations; or
- Anything similar that misrepresents the typical income or earning results of Trulu Affiliates.
- Affiliate-Created Material
Affiliates may produce their own advertising materials, provided the materials comply with all of the provisions of these P&Ps, including that the material:
- Clearly identifies the material is created by an Affiliate. Affiliates must not use any official Trulu corporate logo on their personal advertising materials, instead should use the official Trulu Affiliate logo provided by the company, download here.
- Is truthful in content, makes no deceptive Income Claims or Lifestyle Claims, or therapeutic product claims;
- Does not imply an employment opportunity;
- Follows all laws and rules of conduct that apply to advertising and ethical business practices;
- Is not in violation of any intellectual property rights of the Company or any third-party; or
- Does not imply that such material has been approved, endorsed, produced, or recommended by Trulu.
- Appropriate Use of Affiliate Links
Trulu is not responsible for paying compensation to Affiliate in the event Affiliate does not use the links provided to Affiliate by Trulu without modification and/or if Affiliate does not properly imbed or reference those links, meaning the traffic will not be properly tracked to reflect that a Customer or Referral came from an Affiliate site.
- Online Advertisements and Search Engine Marketing
To avoid brand confusion and to protect brand reputation, Affiliates may not:
- Use Trulu trademarks or product names (e.g., TRULU; AMPM) or any disease claims in paid search engine marketing (such as Google AdWords).
- Purchase advertisements on other websites or social media platforms that resemble Trulu advertisements or could reasonably mislead customers to believe it is Trulu sponsored advertising.
- Bid on or purchase (or encourage or solicit any third party to bid on or purchase) any Trulu trademark or Trulu owned content as a meta-tag, keyword, paid search term, sponsored advertisement, or sponsored link used to trigger search results.
- Social Media Platform Compliance
Affiliates are responsible to ensure all content and material they produce and/or post, as well as all postings on any social media site they own, operate, or control complies with these P&Ps and that the content does not violate a third-party’s trademarks, copyright, or other Intellectual Property right. Please see Section 27 for a definition and further examples of Intellectual Property. Examples of social media platforms include, but are not limited to Facebook, Instagram, TikTok, Twitter, LinkedIn, YouTube, WeChat, or Pinterest.
Affiliate Relationship with the Company
- Independent Contractor Status
Affiliates are independent contractors. The Agreement and these P&Ps do not create an employer/employee relationship, agency, partnership, or joint venture between the Trulu and the Affiliate, and Affiliates shall not represent themselves to be employees, agents, or representatives of the Trulu. Affiliates are responsible for paying any income or other taxes they may owe, and for their own business expenses. Affiliates are not entitled to benefits that Trulu may make available to its employees. Affiliates will not be treated as employees for tax purposes or for any other reason. Affiliates shall establish their own goals, hours, place of business, and methods of sale, so long as they comply with the Agreement. Affiliates are solely responsible for all decisions made and all costs incurred with respect to their activities under the Agreement. Affiliates are responsible for obtaining any applicable state or local licenses, permits, and other governmental approvals, including, without limitation, any qualifications that may be required to transact business in states other than his/her domicile.
- Termination by Affiliate
An Affiliate may voluntarily terminate his/her Agreement in the following ways:
- Written Notice. An Affiliate may terminate his/ her Agreement at any time for any reason. Termination must be submitted in writing to Trulu by email Support@trulu.com or by mail at its principal business address: 1410 Lakeside Parkway, Suite 200, Flower Mound, TX 75028.
- Failure to Re-affirm Adherence to the Agreement. From time to time, Affiliates may be prompted to re-affirm the application of, and adherence to, the Agreement. Failure to agree to the Agreement may result in the termination of the Agreement.
- If an Affiliate does not have a commissionable sale for a period of twelve (12) months, the Affiliate may be reclassified as a Customer.
- Term of Affiliate Business
The term of an Affiliate Agreement continues until terminated pursuant to these P&Ps.
- Effect of Termination
Following the Affiliate’s termination for any reason, the former Affiliate will not represent him/herself as a Trulu Affiliate, will not have the right to sell Trulu products or services and must discontinue using any other materials bearing any Trulu logo, trademark, or service mark. An Affiliate who voluntarily terminates his/her Agreement will receive commissions and bonuses only for the last full calendar week prior to his/her termination.
An Affiliate whose Agreement is involuntarily terminated by Trulu will receive commissions and bonuses only for the last full calendar week prior to termination. However, if monies were held in the course of an investigation, the Affiliate is not entitled to receive those monies, regardless of whether the termination was voluntary or involuntary. The Affiliate has no other right to receive commissions or bonuses following termination.
An Affiliate terminated by Trulu may not seek reinstatement as a Trulu Affiliate until the expiration of one year after the effective date of the termination.
- Use of Affiliate, Name, Likeness and Image
Affiliates grant Trulu a perpetual and irrevocable license to use the Affiliate’s name, testimonial, picture, photograph, image, video, and/or audio recording, as well as any other likeness of the Affiliate in Trulu’s promotional material. AFFILIATES WAIVE ALL RIGHTS OF PUBLICITY AND FURTHER WAIVE ALL RIGHTS TO COMPENSATION FOR TRULU’S USE OF SUCH MATERIAL.
Sales Policies and Compliance
Affiliates must not disparage, ridicule, discredit, mock, demean, denounce, or act in an unfair manner toward Trulu, Trulu employees, other Affiliates, products, the Affiliate Commission Plan, other companies (including competitors), or other companies’ products, services, or business activities. Nothing in this Section shall be construed to prohibit an Affiliate from filing a charge or complaint, including a challenge to the validity of the waiver provision of these P&Ps, with the FDA or other local enforcement agency, or participating in any investigation conducted by the FDA or other local enforcement agency.
- Affiliate Compensation Plan Manipulation
Manipulating the Affiliate Commission Plan whether directly or by working with a third party is strictly prohibited. Manipulation includes, but is not limited to:
- Fictitious Enrollments, including using false or incomplete contact information, email addresses or identification, or information that cannot be verified using reasonable efforts;
- Excessive Product purchases or gifting of Product, solely for the purpose of qualifying for commissions or bonuses. An Affiliate may not purchase more Product than he/she can reasonably resell to end Customers or personally consume in any four-week period, nor encourage others to do so;
- Abusive returns for refunds; and
- Any other illegal, fraudulent, or unethical conduct.
- One Business per Affiliate / Co-Applicants
If an Affiliate chooses to include another person in his/her Business, the Affiliate may submit a new Affiliate Application and Agreement and add that person as a Co-Applicant on the Agreement. The original applicant must remain party to the original Agreement once a Co- Applicant is added.
- Return Policy / Abusive Returns
If Trulu determines that an Affiliate is abusing the satisfaction guarantee, then the Affiliate will be refunded according to the return policy, and the Affiliate’s business may be terminated. Trulu’s satisfaction guarantee may be found on the website at https://trulu.com/terms/#guarantee.
- Product Care and Quality
Affiliates may not relabel, alter, or tamper with the labels on any Trulu products, information, materials, packaging, or programs in any way. Trulu products must be sold in their original packaging only.
- Ecommerce Marketplaces Are Prohibited
Affiliates may sell products via online sources such as a social media site or website under control of the Affiliate. To protect Trulu’s brand integrity, online sales are NOT permitted on internet classified ad sites, auction sites, ecommerce shopping sites, or order fulfillment sites including, but not limited to, Amazon, Facebook Marketplace, eBay, Craigslist, and Taobao.
- Email Solicitation
To comply with the law and to avoid harm to Trulu’s brand integrity, Affiliates are prohibited from sending unsolicited emails to promote Trulu products to individuals who have not specifically requested such information. Requests for emails to cease by email recipients must be honored immediately.
- Competing Products
Affiliates shall not state or imply that enrolling in Trulu is a requirement of joining any other business opportunity or for buying another product or service. Affiliates also shall not state that non-Trulu products or opportunities are recommended, encouraged, or essential to achieving success in Trulu Affiliate Program.
- International Business
Affiliates may sell and promote products or enroll any prospective Affiliate or customer only in countries in which Trulu is approved for business and in which the Affiliate program exists, as announced in official Trulu communications. If an Affiliate desires to conduct business in an authorized country other than the one in which the Affiliate is enrolled and a resident, the Affiliate must comply with all applicable laws, regulations, and Trulu policies specific to that country, including selling only those products that are specifically designed, formulated, labeled, and approved for that particular market. Commissions will not be paid on sales outside participating markets.
- Commissions and Adjustments
Commissions and bonuses are only paid product sales. Accordingly, Trulu will adjust commissions and bonuses earned from any sale which is subsequently returned or charged back. Trulu pays commissions as soon after the sale as possible, ideally every two weeks. An Affiliate must review his/her commissions and report any errors or discrepancies to Trulu within thirty (30) days from the date of the commission check. Errors or discrepancies that are not brought to Trulu’s attention within the 30-day period will be deemed waived by the Affiliate. Unless otherwise required by law, any commissions and bonuses which Trulu is unable to pay an Affiliate after Trulu’s unsuccessful attempts to locate the Affiliate, will be subject to Trulu’s unclaimed commissions policy.
- Sales Tax
If applicable, Trulu will collect and remit sales taxes on behalf of Affiliates at the suggested retail price according to applicable tax rates to which the shipment is destined.
General Terms and Conditions
- Protection of Confidential Information
Trulu’s confidential information includes, but is not limited to, lists of Affiliates and/or Customers maintained by Trulu and all trade secret information that may come into the possession of an Affiliate (“Confidential Information”). An Affiliate may not use Trulu’s Confidential Information for any purpose other than for developing his/her business opportunity. To protect Trulu’s brand integrity and intellectual property, an Affiliate will not, on the Affiliate’s own behalf or on behalf of any third party:
- Disclose any Confidential Information to any third party; or
- Use any Affiliate business reports, or the information contained in the reports, for any purpose other than to build or operate the Affiliate’s business.
This provision will survive the termination or expiration of the Affiliate Agreement.
- Intellectual Property
Trulu is the sole and exclusive owner of all Trulu intellectual property, including product names, trademarks, trade names, trade dress, patents, copyrights, and trade secrets (collectively “Intellectual Property”). Unless otherwise communicated by the Company, Affiliates are granted a limited license to utilize Intellectual Property to advertise Trulu’s products and to promote their Trulu business, in accordance with these P&Ps. Affiliates may not use any Intellectual Property for any other purpose. Each Affiliate’s limited license to use Intellectual Property concludes immediately upon termination (for any reason, whether termination is voluntary or involuntary) of the Affiliate’s business. Upon termination of the limited license, the former Affiliate shall immediately discontinue using Intellectual Property.
To protect the Company’s brand integrity and Intellectual Property, Affiliates may not:
- Attempt to register or sell any Intellectual Property;
- Use any Intellectual Property, or any derivative or confusingly similar variation thereof, in any legal entity name, website URL, social media handle, username or email address;
Affiliates are allowed to use “Trulu” in their social media username or profile name if the Affiliate:
- Includes their name or business name as it is on file with Trulu; and
- Clearly identifies themselves as an Affiliate in the profile bio.
The provisions of this Section survive the termination of the Agreement.
The Affiliate agrees to indemnify and hold Trulu harmless with respect to any claims, damages, losses, fines, penalties, judgments, settlements, or other expenses, including, but not limited to, Trulu’s own reasonable attorneys’ fees, arising from any breach by the Affiliate of the Agreement, misuse of products, or violation of law, and any other act or omission that occurs in the course and scope of conducting his/her business. The provisions of this section survive the termination of the Agreement.
Trulu may, in its discretion, which shall be exercised reasonably and in good faith, from time to time amend the Agreement, including, without limitation, these P&Ps. Amendments will be effective thirty (30) days after notice of the amendment is posted. An email communication will also be sent to the Affiliate’s email address on file.
Except as otherwise provided in the Dispute Resolution Agreement contained in Section 35, Affiliates agree that thirty (30) days after such notice, any modification becomes effective and is automatically incorporated into the Agreement as an effective and binding provision. An Affiliate may opt out of any proposed amendments by terminating his or her Agreement prior to the effective date of such proposed amendments. An Affiliate’s continued participation in the Affiliate business opportunity on or after the effective date of any amendment constitutes acceptance of the amended Agreement. Unless expressly agreed to by an Affiliate, amendments shall not be retroactive to conduct that occurred prior to the effective date of the amendment.
If any provision of the Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and if it cannot be so reformed, only the invalid provision will be severed from the Agreement; the remaining terms and provisions will remain in full force and effect and will be construed as if such invalid, illegal, or unenforceable provision never comprised a part of the Agreement.
- Survival of Certain Provisions
The provisions of this Agreement set forth in Sections: Dispute Resolution, Confidential Information, Indemnifications, Amendments, International Business, Ecommerce Platforms, and any remedies for the breach thereof, shall survive the termination or expiration of the Agreement.
- No Professional Advice
Affiliates should seek their own professional advice (legal, financial, tax, etc.) pertaining to their business; Trulu does not provide professional advice to Affiliates.
- Translations, Headings and Capitalized Terms
In the event that any discrepancies exist between the English version of the Agreements and any translation thereof, the English version will be controlling. The headings to these P&Ps are for reference purposes only and shall not be given substantive effect. All capitalized terms used herein and not otherwise defined in these P&Ps will have the meanings set forth in the Commission Plan.
- Compliance with Law
Affiliates must obey all laws, regulations, and ordinances that apply to an Affiliate’s Business.
- Dispute Resolution – Negotiation, Mediation and Binding Arbitration
THIS PROVISION AFFECTS HOW CLAIMS AN AFFILIATE MAY HAVE AGAINST
TRULU OR THE RELATED PARTIES, OR CLAIMS TRULU OR THE RELATED PARTIES MAY HAVE AGAINST AN AFFILIATE, WILL BE RESOLVED. YOU UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 35 OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AFFILIATE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AFFILIATE AGREEMENT OR THE AFFILIATE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO MEDIATE AND/OR ARBITRATE DISPUTES. YOU FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AFFILIATE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 35 IS UNENFORCEABLE.
Any controversy, claim or dispute of whatever nature arising between an AFFILIATE, on the one hand, and Trulu and/or the Related Parties, on the other, including but not limited to those arising out of or relating to the AFFILIATE Agreement, including these P&Ps, or the breach
thereof; the sale, purchase or use of Trulu products; or the commercial, economic, or other relationship of an AFFILIATE and Trulu and/or the Related Parties (for purposes of this Dispute Resolution Agreement, each a “Party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through mediation or arbitration, as provided in this Section 35, except that the arbitrator(s) shall have no authority to determine that a mediation or arbitration may proceed on behalf of or against a class. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief outside the authority set forth herein, any Party may seek a review of the award in the exclusive jurisdiction and venue of the United States District Court for the Northern District of Texas, or in state court in Dallas County, Texas.
TRULU MAY AMEND THE TERMS AND CONDITIONS OF THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 35 FROM TIME TO TIME. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 35 SHALL ONLY TAKE EFFECT UPON AN AFFILIATE’S EXPRESS AGREEMENT TO SUCH AMENDMENT. AN AFFILIATE MAY INDICATE HER OR HIS AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROPOSED AMENDMENT. TRULU MAY TERMINATE THE AGREEMENT OF ANY AFFILIATE WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE
RESOLUTION AGREEMENT WITHIN 30 DAYS AFTER NOTIFICATION OF THE
AMENDMENT IS PROVIDED. ANY SUCH AMENDMENT SHALL APPLY TO ALL DISPUTES SUBMITTED TO MEDIATION OR ARBITRATION BY THE AFFILIATE OR THE COMPANY (INCLUDING ANY RELATED PARTIES) ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH DISPUTE.
Notwithstanding any other provision in this Section 35 and its subparts, any dispute regarding the timeliness of a Notification of Mediation or Demand for Arbitration shall be decided exclusively by a state or federal court sitting in Dallas County, Texas.
- NEGOTIATION AND MEDIATION
In the event of a dispute, claim or controversy arising from or relating to this Agreement, the Parties agree to try to resolve such dispute informally. In this regard, the aggrieved Party shall send a “Notice of Dispute” (email is sufficient) to the other Party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved Party. Notices to Trulu should be sent to Legal@Trulu.com. Notices to Affiliates will be sent to the email address provided by Affiliate to Trulu. The Parties agree to use reasonable, good faith efforts to settle any dispute through consultation and good faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the Parties. If the Parties are unable to agree on a mediator, the Parties agree that JAMS shall designate a mediator. If such efforts are unsuccessful, and as a prerequisite to filing a claim in arbitration, either party must submit the dispute to JAMS for non-binding mediation by providing notice of a request for mediation (“Notice of Mediation”) to all other concerned Parties and providing such notice to JAMS. Any mediation under this Dispute Resolution Agreement must be commenced no later than one year after the Dispute arose. Notice of Mediation shall be personally delivered or sent by pre-paid registered airmail or overnight courier. Notice to Trulu must be addressed and delivered to the General Counsel at Trulu’s headquarters located at 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028. Notice to Affiliate will be sent to the Affiliate’s address currently on file with Trulu. The Notice of Mediation shall be dated and shall specify the claims or issues that will be subjected to mediation, including the requested remedies sought in the mediation. The parties shall cooperate with JAMS and with one another to select a mutually acceptable mediator from the JAMS panel of neutrals and may participate in the mediation either in person in Dallas County, Texas or by or by telephone or videoconference, in accordance with the then-pre-vailing JAMS mediation procedures and this Section 35, which shall control. The mediation shall take place in Dallas County, Texas (or such other location as may be mutually agreed upon by the parties in writing) within 45 days after the selection of the mediator. Each party is responsible for its own costs and expenses of negotiation and/or mediation. Affiliate and Trulu agree that the dispute resolution procedure set forth in this paragraph is a condition precedent which must be satisfied before initiating any arbitration against the other Party.
- Binding Arbitration
Any dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration in Dallas County, Texas, in accordance with the then-prevailing Comprehensive Arbitration Rues of JAMS and this Section 35, which shall control, unless the laws of the state or province in which the Affiliate resides expressly require otherwise. The JAMS rules and procedures are available at jamsadr.com. Unless otherwise agreed in writing by the parties, any mediator who mediated a Dispute between the Parties previously shall be disqualified from serving as an arbitrator in the case. In order to promote to the fullest extent reasonably possible a mutually amicable resolution of Disputes in a timely, efficient, and cost-effective manner, the Parties hereby waive their respective rights to trial by jury or any court. Notwithstanding the rules of JAMS, the following will apply to all arbitration actions:
- The arbitration will be conducted in English;
- The Federal Rules of Evidence will apply in all cases;
- The parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
- The parties will be allotted equal time to present their respective cases, including cross-examinations; and
- The decision of the arbitrator will be final and binding on the parties and may, if necessary, be reduced to a judgment in a court of law, except that a party may choose to appeal certain arbitration awards.
To the extent permitted by applicable law, the arbitration shall be conducted on a strictly confidential basis. Any arbitration proceeding under this clause must be commenced by the later of three months after the conclusion of the mediation or one year after the controversy or claim arose. Failure to timely commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the Dispute, and a waiver of the Dispute. Each party is responsible for its own costs and expenses of arbitration.
- INDIVIDUAL ONLY ARBITRATION
NEITHER TRULU NOR THE AFFILIATE AGREES TO ANY MEDIATION OR ARBITRATION ON A CLASS BASIS, AND THE MEDIATOR AND ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. EXCEPT AS EXPRESSLY PROVIDED BELOW CONCERNING ARBITRATION OF DISPUTES PURSUANT TO STATUTES PROVIDING A RIGHT TO BRING CLAIMS AS A REPRESENTATIVE OF THE STATE THAT MAY NOT BE WAIVED BY CONTRACT. A PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE MEDIATOR AND ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE PROCEDURES OUTLINED IN THIS SECTION, A MEDIATOR OR ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO THE PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AN AFFILIATE MAY ARBITRATE A DISPUTE IN ACCORDANCE WITH THIS SECTION 35 PURSUANT TO STATUTES PROVIDING A RIGHT TO BRING ACTIONS AS A REPRESENTATIVE OF THE STATE THAT MAY NOT BE WAIVED BY CONTRACT, PROVIDED, HOWEVER, THAT ARBITRATION OF ANY SUCH STATUTORY CLAIMS SHALL BE EXCLUSIVELY LIMITED TO THE AFFILIATE’S PERSONAL CLAIMS AND NOT CLAIMS ON BEHALF OF ANY OTHER AFFILIATE(S) OR OTHER PERSON(S).
In the event the prohibition on class or representative arbitration is deemed invalid or unenforceable after exhaustion of all appeals of that issue, then, to the extent that class or representative claims are asserted in a Dispute, such class or representative claims shall be litigated in a state or federal court residing in Dallas County, Texas.
- CLASS ACTION WAIVER
TRULU AND THE AFFILIATE AGREE THAT EACH PARTY MAY BRING DISPUTES
AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING, INCLUDING, WITHOUT LIMITATION, FEDERAL OR STATE CLASS ACTIONS OR CLASS ARBITRATIONS.
- EQUITABLE AND SIMILAR RELIEF
The parties are not entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this mediation and arbitration policy, any party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order or preliminary injunction to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding.
- GOVERNING LAW, JURISDICTION, AND VENUE
Jurisdiction and venue of any other matter or Dispute not subject to mediation or arbitration shall reside exclusively in the state or federal courts within Dallas County, Texas. The Agreement is to be construed in accordance with and governed by the laws of Texas, without regard to its choice of law principles, except that, as applicable, the Federal Arbitration Act shall govern the Agreement without giving effect to any state law to the contrary.
Notwithstanding anything to the contrary herein, residents of the State of Louisiana shall be entitled to pursue resolution of Disputes in their home forum pursuant to Louisiana law, to the extent allowed or required under Louisiana law. For such Disputes brought in Louisiana, to the extent allowed by Louisiana law, all other terms of the Dispute Resolution Agreement in this Section 35 shall apply to such Dispute, including without limitation the mutual obligation to mediate and arbitrate Disputes on an individual basis.
- NO WAIVER OF ENFORCEMENT
Failure or neglect by a Party to enforce any of the provisions of the Agreement shall not be construed or deemed a waiver of its rights nor shall this affect the validity of the whole or any part of the Agreement, nor prejudice a Party’s rights to take subsequent action.
THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 35 SHALL SURVIVE THE TERMINATION, CANCELLATION, OR EXPIRATION OF THE AFFILIATE AGREEMENT FOR ANY REASON.
The following terms are used throughout this document. While some of them may have common meanings, their definitions, as they pertain to being an Affiliate, are noted here:
|Anyone who has created an Independent Contractor Affiliate account with Trulu, and is in good standing with the company.
|An Affiliate who has met the qualification of Super Affiliate, which requires referring five new qualified customers in a single commission period (approx. two weeks). This qualifies you for a period of six months after the qualifying commission period.
|Affiliate Site, aka “Trulu Home”
|The back-office site where Affiliates can access information, sales performance, commission history and connect with the Trulu Home Office Team
|Earnings Plan / Compensation
|Used interchangeably to refer to any and all commissions offered to Affiliates, including Retail Commissions, Super Affiliate Selling Bonus and Super Affiliate Earnings Bonus
|The goods or services of Trulu, ordered by a Customer have been delivered, the return period has expired, and thirty (30) days has elapsed since the goods or services were paid for in full.
|Customer or Referral
|These terms are used interchangeably to mean any person or party who purchases goods or services on the Site after connecting to the Site from the Affiliate Site.
|The banner, buttons, coding or other manner in which a Customer or Referral is referred to the Site for the purpose of promoting the sale of goods or services on the Site. The Links are prepared so as to track Customers who are directed from the Affiliate Site to the Site and make a purchase which results in a Completed Transaction.
|A Customer who purchases $100 or more for the given pay period
|All Affiliates earn a minimum of 15% commission on all orders they refer. Super Affiliates earn 25% in retail commission on all Referred Customer and Referred Affiliate personal orders. Affiliates do not earn Retail Commission on Personal Orders of any personally referred Affiliate or Super Affiliate, they must be a Qualified Super Affiliate to do so.
|Super Affiliate Sales Bonus
|Super Affiliates can earn 10% on the purchases and sales made by other Affiliates they personally refer
|Super Affiliate Earnings Bonus
|Qualified Super Affiliates can earn 5-25% of the earnings on other Super Affiliates they refer. The Bonus Rate is determined by Qualifying Customers who order through the Super Affiliate in a given pay period.
|Qualifications are based on pay periods, twice a month, based on sales from 1st – 15th, and 16th – 31st.