|Conversion action||Online purchase with processed valid payment|
|Cookie days||60 day(s)|
|Commission type||Percent of Sale|
Team Honed Terms and Conditions
Updated as of November 2020
Participation in the Team Honed Program (the “Program”) requires your acceptance of the terms and conditions as outlined herein without change (“Terms and Conditions”).
This Agreement is a legal agreement between you (“Member”, or “you”) and Paragon Vitamins USA Corp. (“Paragon Vitamins”, “we”, or “us”). The member and Paragon Vitamins each, is a party (“party”) or collectively are parties (“parties”) to this Agreement. By acknowledging this Agreement as specified below, you agree that you have read and understood it and you agree to be legally responsible for its terms and conditions. Please read this Agreement in its entirety.
1. THE PROGRAM
We hereby engage and authorize you, and you hereby agree, to promote Honed products and services (the “Honed Products” or “Products”) through various communication media, including, but not limited to websites, social media accounts, digital messaging accounts, and/or other communication channels owned or controlled by you (collectively, ”Member Channels”), subject to the terms and conditions of this Agreement. We may make available marketing materials, trademark and logo use guidelines, images, data, text, link formats, content and/or other graphic or textual material to you for display and use on Member Channels (the ”Promotional Materials”).
All members are required to complete the Onboarding Questionnaire at registration that includes the process for customization of their discount codes (“Discount Code”). When customizing Discount Codes, we reserve the right and discretion to refuse approval of certain words or a combination of words as Discount Codes.
Paragon Vitamins utilizes a third-party application (“Refersion”) to track all orders associated with Members. Refersion tracks orders and order details using Member’s custom Discount Codes. Your clients and customers who purchase Honed Products must use your Discount Code at the time of purchasing to receive the applicable discounts on Products. Refersion also uses the custom Discount Codes for tracking other details such as sales commissions (“Commissions”). Please note that Paragon Vitamins is unable to track the details relevant to the orders placed by your customers and clients if they have not used your custom Discount Code. Word of mouth referrals, or any sales generated not utilizing the Discount Code, and such other activities identified by Paragon Vitamins from time to time, will not result in any order credits or Commissions being generated for Members.
2. LICENSE GRANT; USE RIGHTS
Paragon Vitamins grants you a non-exclusive, worldwide, royalty-free license for the Term of this Agreement, and solely for the purposes of promoting Honed Products, facilitating referrals thereto, and for use and display of the Promotional Materials on or through the Member Channels.
The Member grants Paragon Vitamins a non-exclusive, worldwide, perpetual, royalty-free, and irrevocable license to use the online content, videos, testimonials, and other online media, promotional materials, feedback, and associated online content, created by Members, for any purpose including marketing purposes.
Commissions are subject to revisions and adjustments by Paragon Vitamins from time to time based on Paragon Vitamins then current Program terms. It is your duty to remind your clients and customers to use your Discount Code when purchasing Honed Products. You understand and agree that Paragon Vitamins is unable to give discounted pricing to your customers and track Commissions and send Commissions for the orders that your customers placed if they have not used your Discount Code when placing orders.
Commissions are calculated based on actual sales, less any returns, of Honed Products, using your Discount Code applicable to each calendar month during which the orders were placed. Commissions are paid on a monthly basis (once every month) (“Commission Period”) and payments are made on the 15th day of the month following the Commission Period. Paragon Vitamins minimum Commission payout is $10. If not met by the end of the month your Commission payout will be held until the following month once the minimum is met.
Payment of any Commissions owed to you pursuant to this Agreement shall be made by PayPal. To apply as a Member, you are required to have PayPal to sign up. It is your responsibility to ensure that your Discount Code and any applicable links referencing your Discount Code are working properly to ensure orders are credited and Commissions are generated for your Member Account.
Paragon Vitamins will use commercially reasonable efforts to accurately and comprehensively track Member sales orders, any returns connected to the Member’s Discount Code for the purpose of internal tracking, reporting, and payment of Commissions.
4. INDEPENDENT CONTRACTORS; TAXES
You shall be an independent contractor of Paragon Vitamins and Paragon Vitamins shall not be responsible for any taxes owed by you arising out of your income or relationship with Paragon Vitamins as set forth in this Agreement. You are solely responsible for keeping up with current tax laws, procedures and paperwork and reporting accurately and fully at the end of each fiscal year. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership, employment, or agency relationship between you and Paragon Vitamins. Neither party shall be entitled to make any representations, warranties, or promises on behalf of the other, and neither shall be liable for the debts, obligations, or responsibilities of the other, nor shall have the right or authority to assume or create any obligation or responsibility, on behalf of or in the name of the other party or to bind the other party in any manner.
5. PROPRIETARY RIGHTS
5.1 Ownership. The Member acknowledges and agrees that all intellectual property of Paragon Vitamins currently owned or licensed, and may own or be licensed by Paragon Vitamins in the future that you will receive or granted a license to for the purpose of this Agreement including intellectual property rights in and to the Promotional Materials and any derivative works thereof, shall remain the sole and exclusive property of Paragon Vitamins and its licensors. Members shall not reproduce, copy, sell, sublicense, lease, display, perform, modify, transfer or distribute the Promotional Materials and any derivative works, other than as expressly permitted by this Agreement.
5.2 Trademarks. Neither party shall use any of the other party’s marks, logos or other identifiers (“Marks”) in any manner, without the trademark owner’s prior written approval. The parties reserve the right to review any proposed use of their respective Marks and to require changes in such further use, and the other agrees to comply with any such requirements. Each party acknowledges and agrees that: (i) it shall not use the other’s Marks in a manner likely to diminish the Marks’ commercial value; (ii) it shall not knowingly permit any third party to use the other’s Marks unless authorized to do so in writing; (iii) it shall not knowingly use or permit the use of any mark, name, or image likely to cause confusion with the other’s Marks in the minds of consumers; (iv) knowingly use or permit use of the Marks or trademarked terms of the other that convey false association with the owners of that Mark or trademarked terms; (v) all goodwill associated with use of the Marks shall inure to the party owning the Marks; (vi) the Marks are and shall remain the sole property of their owner; and (vii) nothing in this Agreement shall confer in either party any license rights or right of ownership in the other’s Marks (and licensees shall not make any representation to that effect), or use the other’s Marks in a manner that suggests that such rights are conferred.
5.3 Reservation of Rights. Other than the limited licenses expressly set forth in this Agreement, Paragon Vitamins reserves all right, title and interest (including all intellectual proprietary rights) into all proprietary materials exchanged with you under this Agreement.
6. MEMBER CODE OF CONDUCT
As a condition for continued participation in the Program, you agree not to engage in any unlawful or prohibited conduct or engage in negative commentary about Paragon Vitamins.
Members understand and agree that in case of your violation of any one or more of the terms, representations, conditions, or the terms of this Agreement, Paragon Vitamins has the right to terminate your enrollment in the Program, and refuse any and all current or future access to and enrollment in the Program.
7. REPRESENTATIONS, WARRANTIES, AND COVENANTS
You represent, warrant, and covenant that as a Member (a) You have the legal authority to enter into this Agreement and to be bound to the promises, agreements and other duties set forth in this Agreement; (b) the Member Channels do not and will not during the Term of this Agreement contain any materials that: (i) are illegal or solicitous of unlawful behavior; (ii) are obscene or sexually explicit; (iii) are violent, discriminatory, threatening, abusive, defamatory or otherwise objectionable to Paragon Vitamins (as decided by Paragon Vitamins); (iv) infringe the intellectual property rights of Paragon Vitamins or any third party; (v). misrepresent, mislead, or confuse customers, or contain false claims and representations not made or approved by Paragon Vitamins; and (vi) contain facts, statistics, data, and information that are outdated or constitute partial information on a subject that may mislead the public or amount to misrepresentation; (c) You will not use the Promotional Materials in any manner other than as set forth in this Agreement; (d) You will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property rights to them; (e) You will not use or register Paragon Vitamins name (or any name that is confusingly similar to Paragon Vitamins name) on the Member Channels for any purpose other than to promote the Paragon Vitamins Products; (f) You will not register any domain name that contains Paragon Vitamins name or that is confusingly similar to Paragon Vitamins name; g) You will not bid on Paragon Vitamins trademarked names or such keywords that are confusingly similar to Paragon Vitamins name in Member’s marketing and advertising campaigns in public media including paid per click (“PPC”) or cost per click (“CPC”) advertising. For avoidance of doubt, by way of examples of forbidden keywords to bid on include keywords such as “Paragon Vitamins” and similar misspellings. Paragon Vitamins representatives can also request that Members add negative keywords to their campaigns to prevent being matched on Paragon Vitamins brand terms in PPC or CPC advertising; (h) You will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Paragon Vitamins; (i) You have independently evaluated the desirability of participating in the Program; and (j) You will comply with all laws and regulations including export and re-export laws that may apply to your activities within the Program.
The Member shall indemnify Paragon Vitamins and hold Paragon Vitamins harmless from any claim, damage, lawsuit, action, complaint, or other costs arising out of violation of the terms of this Agreement, and any breach of Member’s representations, warranties, and covenants set forth in this Agreement.
Paragon Vitamins reserves the right to modify any of the terms and conditions contained in this Agreement at any time at Paragon Vitamins sole discretion with no notice to you. The posting date on the top left corner of this Agreement (“Updated as of [Date]”) shall constitute sufficient notice of modification to the terms and conditions of this Agreement. All such modifications shall take effect immediately, unless indicated otherwise, by way of a separate written agreement executed between the Member and Paragon Vitamins. Alternatively, at Paragon Vitamins discretion, a notice of modification may also be sent to you by e-mail at the e-mail address on our records. Your continued participation in the Program, following the effective date of our notice of modification, will constitute your binding acceptance of the modified Agreement. If any modification is unacceptable to you, your only recourse is to terminate this Agreement.
11. BEST EFFORTS
Member agrees to employ best efforts to comply with the Program terms and both parties agree to fulfill their duties under this Agreement in a manner that reflects favorably at all times of the good name, goodwill, and reputation of the other party.
12. CONFIDENTIAL INFORMATION
Any information relating to Paragon Vitamins or any of its affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is Paragon Vitamins “Confidential Information” and will remain Paragon Vitamins exclusive property. You agree that except as expressly provided in this Agreement and its purpose, you will not disclose the Confidential Information to anyone without the prior written consent of Paragon Vitamins. You will use Confidential Information only to the extent reasonably necessary for your performance in the Program under this Agreement and ensure that all persons or entities that will have access to Confidential Information in connection with your Member Account will be made aware of and will comply with the obligations of confidentiality specified in this provision. You will not disclose Confidential Information to any third party, and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement signed between the parties.
13. LIMITATION OF LIABILITY AND DISCLAIMERS
To the fullest extent permitted by law: (a) Paragon Vitamins makes no express or implied representations or warranties with respect to the Program, the Promotional Materials, or any of the Honed Products or services, (b) in no event will Paragon Vitamins (and its directors, officers, and agents) be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or relating to this agreement; and (c) Paragon Vitamins liability to member in respect of any claims whatsoever shall be no greater than the equivalent of the Commissions paid pursuant to this agreement.
Honed Products or services do not diagnose any health condition, provide medical advice, cure, or treatment for diseases, medications, genetic counseling, fitness evaluation, exercise regimen, or personal training, and they do not replace specific professional medical advice, consultation, and clinical diagnosis.
This Agreement sets forth the entire understanding and supersedes all prior understandings and agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Washington, without regard to conflicts of laws, rules or principles thereof. The Parties agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the State of Washington, pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. Team Honed Member may not assign or transfer this Agreement without the prior written consent of Paragon Vitamins. Subject to this restriction, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors, heirs, and proper assigns. If any provision of this Agreement shall be held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of either party to enforce such provision or any other provision thereafter. Paragon Vitamins failure to enforce Team Honed Member’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
Effective Date: June 1, 2021
Who We Are
Types of Data We Collect
Paragon collects two types of data: anonymous information and personally-identifiable information. Each is described in more detail below.
Anonymous or Non-Personal Information
Personally Identifiable Information
Paragon collects personal information from you for the purpose of providing the services as well as providing a customized experience on the site. To enable Paragon to effectively provide products and/or services to you, we collect your name, mailing address, email address, order history, and username and password for any Paragon websites.
While Paragon asks for payment information on our website, we do not store any payment details.
Cookies do not collect personal or confidential information and are not able to be used by third parties. To learn more about cookies, including what they are and how to remove them if you choose to, please visit AllAboutCookies.org.
Your Rights Regarding Your Data
Paragon is committed to a policy of transparency regarding your data. At any time, you are able to review the data you have provided to us.
How to View your Cookies
Viewing your cookies in varies device by device and browser by browser. Paragon recommends checking with the manufacturer (Google, Apple, Microsoft, etc.) of your browser for the most authoritative steps on how to view all of the cookies stored on your device as well as how to search for specific cookies. In addition, there are sites such as AllAboutCookies.org where you can find general help regarding how to manage your cookies. Please visit AllAboutCookies.org/manage-cookies/ for more information.
How to Delete or Block Cookies
Similar to the guidance on managing cookies, Paragon suggests relying on the manufacturer documentation for authoritative guidance on the process of deleting or blocking cookies. You can also utilize sites like AllAboutCookies.org/manage-cookies/clear-cookies-installed.html for general information on all browser.
How to Delete your HONED™ Data
You are able to have your HONED™ data deleted from our active services at any time. This will remove all past order history, rewards points accumulation, and personally identifiable information from our web store as well as any communication tools we utilize. When this data is deleted, you will not be able to recover past order history or points balances.
To request a deletion of HONED™ data, please send an email to [email protected] and we will be happy to handle your request promptly.
How Long We Retain your Data
Data retention pertains only to the information that you will find in the My Account section of our website. Cookies are stored on the computer/device of the visitor and therefore not retained by Paragon. Our cookies may persist on your device and be accessed by our website for up to two years.
Paragon retains all information you provide to us indefinitely. Credit card information is not stored directly with Paragon.
How HONED™ Protects your Data
Security for HONED™ Website and HONED™ Blog is in accordance with industry standards to protect the security of your personal information both online and offline. Personally identifiable information is stored on computer servers in a controlled environment that is reasonably protected from unauthorized misuse or disclosure. We use available technology and other techniques to implement systems like firewalls, and/or encryption to secure marketing data transfers.
Orders placed on the HONED™ website are encrypted using Secure Socket Layer (SSL) technology, an industry standard that is used by vendors to ensure the security of online business.
Our internal data security policies restrict access of information to authorized employees. We maintain digital and procedural safeguards to guard our customers’ personal information. Employees who violate our data security policies are subject to disciplinary action, up to and including termination.
Contests, Surveys, and Promotions are Included in this Policy
From time to time, HONED™may offer you the opportunity to participate in contests, giveaways and other promotions. Any information submitted in connection with such activities will be treated in accordance with this Privacy and Security Policy, except as specifically set forth in the rules for those contests, giveaways or promotions. From time to time, HONED™ may also ask you to participate in surveys designed to help HONED™ improve the Site. Any personal information provided to HONED™ in connection with any survey will be used only in relation to that survey and as elsewhere set forth in this Policy.
Paragon does not intentionally engage or gather personal information from visitors who are not adults in our area of operation. If a child submits personal information to us and we learn that the personal information is the information of a child, we will work to delete the information as soon as possible. If you believe that we might have any personal information from a child, please contact us at [email protected]
Questions? Contact Us
Paragon VMS USA Corp.
100 Overlook Center, 2nd Fl
Princeton, NJ 08540
Email: [email protected]