These Terms and Conditions form a legal agreement (“Agreement”) between Live Smart Nutrition Pty Ltd (“Company”, “we”, “us”, or “our”) and the individual or entity applying to become an affiliate (“Affiliate”, “you”, or “your”) to promote our products and services.

By signing this Agreement, you agree to the following terms and conditions:

1. Enrolment in the Affiliate Program

1.1. To apply for the affiliate program, you must complete the online application form and agree to these terms.

1.2. We will review your application and notify you of your acceptance or rejection.

Acceptance to our affiliate programme is under the discretion of our reviewing team, acceptance or rejection will be communicated via email.

2. Affiliate Responsibilities

2.1. You agree to promote Live Smart Nutrition products using ethical and honest marketing strategies. All promotional activities must comply with the applicable laws and regulations of South Africa, including but not limited to the Consumer Protection Act (CPA) and the Advertising Regulatory Board (ARB) guidelines regarding endorsements.

2.2. You shall not engage in any activities that are fraudulent, deceptive, or otherwise unlawful in connection with the promotion of Live Smart Nutrition and/or its products. This includes, but is not limited to, creating or making false claims or reviews, using deceptive advertising practices, engaging in any form of spamming, promoting or associating the brand with performance-enhancing drugs or any illegal substances, or any unauthorized use of copyrighted content.

2.2.1. Prohibited Activities:

As an Affiliate of Live Smart Nutrition, you are expected to uphold the highest ethical standards. The following activities are strictly prohibited:

Fraudulent or Deceptive Practices

• Creating false or misleading claims about Live Smart Nutrition products.
• Fabricating reviews, testimonials, or endorsements.

Misrepresentation

• Unsubstantiated Health Claims
• Making health claims about Live Smart Nutrition products that are not approved or backed by scientific evidence.
• Associating the brand with performance-enhancing drugs or illegal substances.

Spamming

• Engaging in any form of unsolicited commercial communication (spam) via email, social media, or other platforms.
• Posting excessive or irrelevant promotional content on forums, comment sections, or public groups.

Unapproved Advertising Methods

• Using deceptive or unethical advertising practices, including but not limited to clickbait, bait-and-switch tactics, or misleading banners.
• Advertising through unauthorized channels such as adult websites, illegal torrent sites, or any platform that conflicts with the brand’s values.

Unauthorized Use of Intellectual Property

• Altering or modifying Live Smart Nutrition logos, images, or promotional materials without permission.
• Using copyrighted content, trademarks, or branding materials without the appropriate licenses or approvals.

Incentivizing Sales with Unlawful Methods

• Offering kickbacks, bribes, or other unlawful incentives to customers or third parties to encourage the purchase of Live Smart Nutrition products.
• Engaging in predatory pricing practices or misleading discount offers.

Manipulating Affiliate Tracking

• Engaging in cookie stuffing, link cloaking, or any other tactics intended to manipulate affiliate tracking.
• Creating fake accounts or using other deceptive methods to inflate commissions or sales metrics.

Unethical Social Media Conduct

• Engaging in controversial or offensive behaviour on social media that could damage the reputation of Live Smart Nutrition.
• Failing to disclose affiliate relationships in accordance with legal and regulatory guidelines.

Violation of Legal and Regulatory Guidelines

• Promoting products in jurisdictions where they are not legally authorized for sale.
• Failing to comply with applicable advertising standards, health regulations, or consumer protection laws.

Affiliates found engaging in any of the prohibited activities outlined above may face immediate termination of their affiliate status and legal action, if applicable.

Note: This list is non-exhaustive, and additional prohibited activities may apply.

2.3. Affiliates are responsible for maintaining the confidentiality of their affiliate account, account information, including usernames, passwords, and any other security measures. Affiliates shall be liable for all activities that occur under their account and must take all reasonable steps to ensure that their account is not compromised. If an affiliate becomes aware of any unauthorized access to their account, they must notify Live Smart Nutrition immediately.

3. Affiliate Links and Promotional Materials

3.1. As an Affiliate, you will receive a unique affiliate link to track sales generated from your referrals. This link must be used in all promotional activities to ensure accurate tracking and attribution of commissions.

3.2. As an Affiliate, you may use the promotional materials provided by Live Smart Nutrition, including but not limited to images, banners, and text. These materials must be used in compliance with the brand guidelines and any instructions provided by Live Smart Nutrition.

3.3. As an Affiliate, you are not permitted to modify, alter, or create derivative works from any provided promotional materials without the explicit, written consent of Live Smart Nutrition. Any requests for changes or customisation of materials must be submitted for approval from the Company.

BRAND GUIDELINES:

As an Affiliate of Live Smart Performance Nutrition, it is important to maintain the integrity and consistency of our brand. To ensure this, the following brand guidelines must be adhered to when using any promotional materials:

1. Brand Identity

• Affiliates must represent the Live Smart Nutrition brand in a professional and positive manner.
• Alterations to the provided promotional materials, such as logos, images, banners, or text, are strictly prohibited unless explicitly approved by Live Smart Nutrition.

2. Logo Usage

• The Live Smart Nutrition logo must not be altered in any way. This includes changing its colours, proportions, or adding any effects.
• The logo must be used in its entirety and must always be clearly visible. Do not crop or obscure the logo.

3. Colour Scheme and Font

• All materials must maintain the colour scheme and fonts provided by Live Smart Nutrition to preserve consistency.
• Do not use any unapproved colours, styles, or fonts that are inconsistent with the brand’s identity.

4. Approved Images and Banners

• Only the images and banners provided by Live Smart Nutrition may be used. Any additional images must be approved in writing prior to use.
• All images and banners should be displayed at a resolution that maintains quality and professionalism.

5. Message and Tone

• The tone of voice in any promotional content must align with Live Smart Nutrition’s values. Content must be respectful, supportive, and health focused.
• Misleading or exaggerated claims about Live Smart Nutrition products are strictly prohibited. All product descriptions and claims must align with approved language and factual product information.

6. Compliance with Regulatory Guidelines

• Affiliates are required to comply with all legal and regulatory requirements of the Consumer Protection Act (CPA) and the Advertising Regulatory Board (ARB) relevant to the promotion of health and nutrition products.
• Any promotional content must not make unsubstantial health claims or violate any advertising standards.

7. Social Media Representation

• When promoting Live Smart Nutrition on social media, Affiliates must clearly identify their association with the brand by using the approved hashtags or affiliate links.
• All social media posts must uphold the positive reputation of Live Smart Nutrition and reflect the brand’s image.

Failure to comply with these brand guidelines may result in the termination of the affiliate agreement.

4. Commissions

4.1. Affiliates will earn a commission on each qualifying sale made through their unique affiliate link, in accordance with the commission structure provided during affiliate enrolment. Only sales made using the affiliate link will be tracked and attributed to the Affiliate for commission purposes.

4.2. Commissions are earned only on completed sales, which are defined as sales where the customer has fully paid for the order, the product has been delivered, and the item has not been returned during the applicable return period.

4.2.1. If an item is returned within the return window, the Affiliate will not earn a commission on that sale until the sale process is fully completed.

4.2.2. If an item is returned and refunded within the return window, the Affiliate will not earn a commission on that sale.

4.3. Commissions will not be paid on purchases made the Affiliate themselves or any transactions that are identified as fraudulent or invalid. In cases of fraudulent activity or policy violations, Live Smart Nutrition reserves the right to withhold commissions.

4.4. Live Smart Nutrition reserves the right to adjust or deduct any commissions for any refunded or cancelled orders, as well as in cases of account violations or breaches of this agreement.

4.5. Commissions will be paid out once a month, provided that Affiliate’s Commission Account has reached the Minimum Payout Threshold of R1,000.00. If the Affiliate’s balance has not reached this threshold, the balance will carry over to the next month until the minimum threshold is reached.

4.6. Payments will be made via Electronic Funds Transfer (EFT) to fully verified accounts. It is the Affiliate’s responsibility to ensure that their account payment details are accurate and up to date. Live Smart Nutrition is not liable for any delays or failed payments due to incorrect or outdated information provided by the Affiliate.

5. Affiliate Termination

5.1. Either party may terminate this agreement at any time with or without cause, by providing written notice to the other party. The termination will be effective immediately upon receipt of the written notice, unless otherwise specified in the notice.

5.2. If Live Smart Nutrition terminates the agreement with cause or due to the Affiliate’s breach of the agreement or any violation of the terms and conditions outlined herein, any outstanding commission due to the Affiliate will be forfeited. Live Smart Nutrition reserves the right to terminate immediately and without notice in the event of fraud, policy violations, or any unlawful activity.

5.3. Upon termination of the agreement, the Affiliate must immediately cease using any and all of Live Smart Nutrition’s promotional materials, content and the affiliate link. The Affiliate is prohibited from further promoting Live Smart Nutrition products and must remove all references to the company from their platforms, including any links, banners, images, and or advertisements.

5.4. If the agreement is terminated without cause, the Affiliate will be paid any outstanding commissions for qualifying sales made prior to the termination date, provided that the total commission balance has met the minimum payout threshold, and all sales have been validated and are not subject to returns or cancellations.

5.5. Upon termination, both parties will be released from any further obligations under this agreement, except for obligations that, by their nature, should survive the termination, such as confidentiality, or any liabilities accrued before termination.

6. Intellectual Property

6.1. All materials provided to the Affiliate, including but not limited to logos, banners, images, marketing materials, slogans, product information, formulations, and any other promotional content are and shall remain the exclusive property of Live Smart Nutrition. The Affiliate does not acquire any rights, title, or interest in these materials other than the limited rights expressly granted under this agreement.

6.2. Live Smart Nutrition grants the Affiliate a limited, non-exclusive, non-transferable, and revocable license to use the provided promotional materials, including any co-branded assets developed, solely for the purpose of promoting Live Smart Nutrition products in accordance with the terms and conditions of this agreement. This license may be revoked at any time upon written notice from Live Smart Nutrition. All co-branded assets developed will remain the sole property of Live Smart Nutrition.

6.3. The Affiliate may not modify, alter, or create derivative works from any of Live Smart Nutrition’s intellectual property without prior written consent. Any unauthorized use of the intellectual property, including but not limited to usage outside promotional activities or beyond the scope of this agreement, will result in the termination of the Affiliate’s license and may lead to legal action.

6.4. The Affiliate agrees to use Live Smart Nutrition’s intellectual property in a manner that protects and upholds the brand reputation and agrees to report and unauthorized use or infringement they become aware of.

6.5. Upon termination of this agreement, the Affiliate’s right to use Live Smart Nutrition’s intellectual property will immediately cease, and the Affiliate must promptly remove all materials from their website, social media, and any other platforms where such materials have been displayed or used.

7. Confidentiality

7.1. During the course of this agreement, the Affiliate may have access to certain confidential information belonging to Live Smart Nutrition, including but not limited to pricing details, marketing plans, customer information, business strategies, product formulations, and any other proprietary or sensitive information. This information is provided solely for the purpose of fulfilling the Affiliate’s obligations under this agreement.

7.2. The Affiliate agrees that they shall not, without the prior written consent of Live Smart Nutrition, disclose any confidential information to any third party, or use such information for any purpose other than promoting Live Smart Nutrition’s products in accordance with this agreement. This obligation of confidentiality remains in effect during the term of this agreement and survives the termination of the agreement.

7.3. Confidential information does not include information that (i) is or becomes publicly available through no fault of the Affiliate, (ii) was already in the Affiliate’s possession prior to disclosure, as evidenced by written documentation, or (iii) is disclosed to the Affiliate by a third party legally entitled to make such disclosure without violating any confidentiality obligation.

7.4. The Affiliate agrees to take all reasonable steps to protect and maintain the confidentiality of all such information, including implementing appropriate safeguards to prevent unauthorized access, use, or disclosure.

7.5. Upon termination of this agreement, or at the request of Live Smart Nutrition, the Affiliate agrees to promptly return or destroy all confidential information in their possession, including copies or reproductions, in any form.

7.6. Any unauthorized disclosure or misuse of confidential information by the Affiliate will be considered a material breach of this agreement and may result in immediate termination of the agreement and/or legal action for damages.

8. Indemnification

8.1. The Affiliate agrees to indemnify, defend, and hold harmless Live Smart Nutrition and its officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including attorneys’ fees) arising out of or related to:

• The Affiliate’s breach of any representation or obligation under this agreement.
• Any violation of laws or regulations by the Affiliate in connection with their promotion of Live Smart Nutrition Products.
• The Affiliate’s negligence or wilful misconduct.
• Any third-party claims arising from the Affiliate’s promotional activities or content

8.2. Live Smart Nutrition will provide the Affiliate with prompt notice of any claims or legal actions that fall under the scope of this indemnification. The Affiliate shall have the opportunity to defend or settle such claims, provided that any settlement requires the prior written approval of Live Smart Nutrition.

9. Limitation of Liability

9.1. Live Smart Nutrition shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this agreement or the Affiliate’s participation in the affiliate program, including but not limited to loss of profits, loss of business opportunities, or any other economic loss, even if advised of the possibility of such damages.

9.2. Live Smart Nutrition’s total liability under this agreement shall not exceed the total commissions paid to the Affiliate during the twelve (12) months preceding the claim giving rise to such liability. This limitation of liability applies to all claims, regardless of the nature of the action, including breach of contract, tort (including negligence), or any other legal theory.

10. Modification

10.1. Live Smart Nutrition reserves the right to modify the terms of this Agreement at any time, in its sole discretion. Any changes will be communicated to the Affiliate via email or posted prominently on our website.

10.2. It is the Affiliate’s responsibility to regularly review the terms of this Agreement to stay informed of any changes. The continued participation of the Affiliate in the affiliate program after any modifications shall constitute acceptance of the modified terms.

10.3. If the Affiliate does not agree to the modified terms, they must cease all promotional activities and submit their written notice to terminate the affiliate agreement within [insert number of days, e.g., 14 days] of receiving notice of the changes.

11. Governing Law

11.1. This Agreement shall be governed by and construed in accordance with the laws of South Africa, Competition Commission of South Africa and National Consumer Commission. Dispute Mechanism: Binding arbitration shall be the first point of reference for resolving any disputes arising from this Agreement.

11.2. Serious Deadlocks: Resolution Of Disputes

11.2.1. Should any Serious Deadlock arise as between the Parties at any time, whether in their capacities as Shareholders or Directors of the Company, the dispute shall be submitted to and decided by summary arbitration as provided for in this clause 11.2.
11.2.2. The arbitration referred to in clause 20.1 above shall, unless otherwise agreed in writing between the Shareholders, be held:
11.2.3. at Durban, Kwazulu-Natal;
11.2.4. in accordance with the legislated rules of arbitration applicable in South Africa;
11.2.5. as soon as is reasonably practicable in the circumstances and with a view to it being completed with minimal delay.
11.2.6. The arbitrator shall be a person agreed between the disputing Parties and, failing agreement, (unless otherwise provided for in this Agreement) an independent and suitably qualified person having regard to the nature of the dispute, nominated for such purpose by an executive officer or manager of the Arbitration Foundation of South Africa.
11.2.7. The arbitrator shall determine the dispute, and also which Party shall pay the costs of and incidental to the arbitration or, if each is to contribute, the ratio of their respective contributions.
11.2.8. The disputing Parties shall be bound by the decision of the arbitrator and agree that it shall be carried into effect and shall be capable of being made an Order of any Court of competent jurisdiction.
11.2.9. The Parties agree that this clause shall be severable from the rest of this Agreement and, accordingly, will remain effective between them even if this Agreement is terminated.
11.2.10. This clause will not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

12. Entire Agreement

12.1. This Agreement constitutes the entire understanding between the Affiliate and Live Smart Nutrition concerning the subject matter herein and supersedes all prior agreements, discussions, representations, or understandings, whether written or oral, between the parties relating to the affiliate program. No amendments or modifications to this Agreement shall be effective unless made in writing and signed by both parties.