Practitioner Terms of Use

As an authorized affiliate (Affiliate) of Blue Oak Nutraceuticals Inc; (hereinafter BlueOakNx), you agree to abide by the terms and conditions contained in this Agreement (Agreement).

Please read the entire Agreement carefully before registering and promoting www.BlueOakNx.com as an Affiliate.

Your participation in the Program is solely to legally advertise our website to receive a commission on subscriptions and products purchased by individuals who are referred to www.BlueOakNx.com from your own website, emails, or personal referrals.

Affiliate does NOT have permission to use Pay Per Click (PPC) advertising in conjunction with promoting BlueOakNx – no direct link, no trademark terms, no trademark plus coupon terms.

Purchases are limited to shipments to addresses in the United States.

By signing up for the BlueOakNx Healthcare Professional Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.

Approval or Rejection of the Application

We reserve the right to approve or reject ANY Healthcare Professional Program Application at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Healthcare Professional Program Application.

FTC Rules

Affiliates must follow FTC rules regarding endorsements and disclosure. For example, “This post contains affiliate links. If you click the link and make a purchase, I may earn a small commission at no extra cost to you”.

Commissions

Commissions will be paid once a quarter. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days. You cannot refer yourself, and you will not receive a commission on your own accounts. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.

Term of the Agreement

The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated. The terms and conditions of this Agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.

Termination

Your Affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

Spamming (mass email, mass newsgroup posting, etc.).
Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
Advertising on sites containing or promoting illegal activities.
Failure to disclose the Affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
Violation of intellectual property rights. BlueOakNx reserves the right to require license agreements from those who employ trademarks of BlueOakNx in order to protect our intellectual property rights.
Offering rebates, coupons, or other forms of promised kick-backs from your Affiliate commission as an incentive.
Self referrals, fraudulent transactions, suspected Affiliate fraud.

In addition to the foregoing, BlueOakNx reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or for no reason.

Trademarks

Trademarks include Blue Oak Nutraceuticals, BlueOakNx, Mitokatlyst and other trademarks of BlueOakNx and/or any misspellings or similar trademark alterations of these keywords.

It is ok to use BlueOakNx’s trademarks in the display url subdomain or path. For example: yourwebsite.com/BlueOakNx are permitted, but the landing page must contain only BlueOakNx offers and no offers for competitors. Only use logos, banners and images provided through the affiliate dashboard.

Affiliate agrees not to register or use any URLs and/or domain names which are considered by BlueOakNx to be infringing on BlueOakNx name or trademark, including but not limited to any registered trademark and all pending trademarks. Affiliate agrees not to use, purchase or otherwise contract with a third party to exploit any of BlueOakNx’s marks or registered domain names, or any marks or domain names which may, in BlueOakNx’s reasonable discretion, be confused with BlueOakNx’s marks or registered domain names, including but not limited to misspellings of BlueOakNx’s marks or registered domain names.

Coupon and Deal Sites

BlueOakNx occasionally offers coupons. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:

Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
Affiliates may not bid on BlueOakNx Coupons, BlueOakNx Discounts or other phrases implying coupons are available.
Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to the merchant site” is NOT allowed).
Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
Coupons and deals must be removed immediately after they expire. Spyware, adware, parasiteware, browser help objects, cookie stuffing and toolbars are not permitted.

Liability

BlueOakNx will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of harm to the Program and/or to our website(s). We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

Indemnification

Affiliate shall indemnify and hold harmless BlueOakNx and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by BlueOakNx to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.

Addendum 1

This is Addendum 1 to the Affiliate Agreement (“Agreement”) between Blue Oak Nutraceuticals Inc., a Delaware Public Benefit Corporation (“Supplier”), and “Affiliate”: collectively the “Parties.”

1. Purpose

The Supplier appoints the Affiliate as a non-exclusive, non-transferable distributor of its products defined in Section 2 (“Products”) within the territory defined in Section 2 (Territory). Affiliate shall not actively market, sell, or distribute Products outside the Territory.

The Parties agree to maintain the integrity, value, and brand positioning of Supplier’s products (“Products”) by adhering to the terms of this Addendum including the Minimum Advertised Price (“MAP”) policy outlined in this Addendum.

2. Minimum Advertised Price Requirements

Affiliate agrees not to advertise any Product below the MAP prices as established and updated by Supplier. MAP pricing for Mitokatlyst™-E is $380 (USD) for a one-month supply. MAP pricing applies to all advertisements, including but not limited to:

Websites and online listings
Social media posts
Paid media placements
Email marketing
Print advertising
In-store promotional signage

This Addendum governs advertised prices only. Affiliate remains free to set actual resale prices at its discretion, provided all advertising adheres to MAP requirements.

Supplier may update MAP pricing, channel requirements, or other elements of this Addendum at any time. Updates will be provided to the Affiliate in writing and become effective immediately upon receipt unless otherwise stated.

3. Third-Party Marketplace Restriction

3.1 Affiliate is strictly prohibited from listing, selling, advertising, or facilitating the sale of any Supplier Products on Amazon, Walmart.com, eBay, Etsy, Target.com, or any additional third-party resale or marketplace website, whether directly or through affiliates, sub-distributors, or agents.

3.2 Affiliate may only sell Products through the channels expressly approved in writing by Supplier.

3.3 Unauthorized resale on prohibited marketplaces will be considered a material breach of this Affiliate Agreement.

4. Enforcement

4.1 All purchase orders must be submitted in writing or via Supplier’s designated ordering platform.

4.2 Product prices and Affiliate’s discount and may be modified by Supplier upon thirty (30) days’ written notice.

4.3 Unless otherwise agreed in writing, payment shall be due Net 10 days from the date of invoice. Late payments shall accrue interest at the rate of [X]% per month or the maximum rate permitted by law, whichever is lower.

4.4 All sales are final and no returns are accepted as it is an ingestible product; If the product arrives damaged or defective, you can request a refund or replacement.

5. No Price-Fixing

5.1 Affiliate shall comply with all applicable laws, regulations, and guidelines governing the marketing, sale, and distribution of dietary supplements, including but not limited to the U.S. Food, Drug, and Cosmetic Act, FDA regulations, and FTC advertising standards.

5.2 Affiliate shall not make any health-related claims, express or implied, regarding the Products beyond those expressly authorized in writing by Supplier.

5.3 All promotional materials, advertisements, and online listings must be submitted to Supplier for written approval prior to use.

6. Product Identity & Condition

6.1 Supplier grants Affiliate a limited, revocable, non-exclusive, non-transferable license to use Supplier’s trademarks, trade names, logos, and copyrighted materials solely for the purpose of marketing and selling the Products in accordance with this Agreement.

7. Updates to MAP Policy

7.1 This Addendum shall commence on the date signed by Supplier below and continue for an initial term of 12 months, unless terminated earlier in accordance with this Section.

7.2 Either Party may terminate this Agreement without cause upon sixty (60) days’ prior written notice.

7.3 Either Party may terminate immediately upon written notice if the other Party:

(a) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice;

(b) becomes insolvent, files for bankruptcy, or ceases business operations; or

7.4 Supplier reserves the right to determine, at its sole discretion, whether an Affiliate has violated this Addendum or the Agreement.

7.5 Upon breach, Supplier may take any of the following actions without prior notice:

Suspend shipments
Terminate Affiliates account
Revoke discounts, incentives, or special pricing

Take legal action to prevent unauthorized resale or distribution

8. Term & Termination

The provisions in this Addendum regarding Limitation of Liability and Indemnification shall apply to this Addendum. More specific terms in this Agreement shall supersede more general terms in the Agreement.

9. Product Identity & Condition

Affiliate agrees to sell Supplier Products in new, unopened, unaltered condition and may not repackage, relabel, bundle, or otherwise modify Products without prior written approval. Affiliate shall store, handle, and transport Products in accordance with Supplier’s written guidelines and industry best practices to preserve product integrity. Supplier shall not accept returns of Products from its customers as the Product is ingestible.

10. Governing Law

This Addendum will be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law rules.

This Addendum is not effective unless separately signed below by Supplier and Affiliate.