1. General

These Terms and Conditions govern the Affiliate Program that is made available by Earth FX, Inc. and Barefoot Sales Corp. dba Earthing.com (“Earthing” or “Earthing.com” or "we" or "us"). These Terms and Conditions represent the whole agreement and understanding between Earthing.com and the individual or entity (the "Affiliate", or "you") who participates in the Affiliate Program (collectively the “Agreement”).

Please read these Terms and Conditions and the Agreement carefully, as it represents a legally binding agreement between you and Earthing.com. By submitting your application, and by your use and participation in the Affiliate Program, you agree to comply with all of the terms and conditions set forth in this Affiliate Agreement. Earthing.com may terminate your Affiliate Account at any time, with or without notice and with or without cause, as well as for conduct that is in breach of this Affiliate Agreement, for conduct that Earthing.com believes is harmful to its business, or for conduct where the use of the Affiliate Program is harmful to any other party, individual, or entity.

2. Referral Tracking

Earthing.com will provide the Affiliate (you) with specific Referral Links to link products, pages and other marketing content to Earthing.com. Refersion.com (which is a referral tracking software) will track users who have visited these Referral Links using cookies which expire after thirty (30) days. Only users who make a purchase while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Dashboard.

The Affiliate is not authorized to modify or alter the Referral Links or the cookies in any way. The Affiliate agrees and acknowledges that Refersion.com and Earthing.com are not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies, nor orders incorrectly placed by an affiliate's followers/clients/customers associated due to a browser issue, cookie expiration, or inadvertent use of the wrong link.

3. Affiliate Fees and Payouts

We payout to our Affiliates on the last calendar day of every calendar month.

Due to our generous ninety (90) day return policy (which can help you drive sales), a referral will become eligible for payout ("Eligible Referral") after the commission holding period of ninety (90) days passes, and if the Eligible Referral meets all of the following criteria:

- The payment of the order is paid in full by the referred customer;

- The referral's account remains active and in good standing;

- The referral's account has not had any of its payments refunded, charged back or otherwise reversed; and

- The referral’s account does not meet any of Earthing’s exclusion criteria listed in Section 3.1 hereinbelow.

The Affiliate is eligible to receive a one-time payment calculated within a range between fifteen percent (15%) and thirty percent (30%) of the total order value, excluding shipping and handling, all applicable taxes, as well as any items on Earthing’s commission exclusion list detailed in Section 3.1 hereinbelow,  in U.S. Dollars for each active Eligible Referral that is recorded in the Affiliate Dashboard. All eligible referrals are paid out collectively on the ”Payment Day” e.g. the last calendar day of every calendar month for sales that occurred three (3) calendar months prior. For example, commissions for eligible referral sales made in January will be paid at the end of April of the same calendar year.

All Affiliate Fee payments will be payable in U.S. Dollars only, except as otherwise determined by Earthing.com in its sole discretion. Payment will be made through PayPal to the email address specified by the Affiliate in the Affiliate Dashboard. The Affiliate is responsible for providing Earthing.com with the full and accurate details that are required to remit the Affiliate Commission, and the Affiliate is solely responsible for any delays in payment resulting from the Affiliate’s failure to do so.

Referrals will become void, and any unpaid Affiliate Commissions will be forfeited, after six (6) consecutive calendar months.

In the event of any activity deemed suspicious by Earthing.com, Earthing.com may reasonably delay the payment of Affiliate Commissions to verify the relevant transactions. Earthing.com reserves the right to recalculate, void, or disqualify any referrals or Affiliate Commission in the event of any fraudulent, deceptive, false, wrongful or otherwise illegal activity.

3.1 Affiliate Fees and Payouts — Exclusions

Affiliates currently have the opportunity to earn commissions on products that Earthing.com puts on sale. At any time, and at the discretion of Earthing.com, items may be placed on a commission exclusion list, and no notice is required to the Affiliates. Orders that include such excluded items will not receive any commission for the exclusion list items, but orders will still receive commissions for all other non-excluded items on the order. Items may be included, or added, to the exclusion list for any reason. Exclusion list items may include, but are not solely limited to: items on sale, items that do not have margins conducive to paying an Affiliate commission, or items Earthing.com is contractually or legally prevented from paying commissions on.

Orders ineligible for commission include, but are not solely limited to, orders placed through an account created, controlled, or paid for by the Affiliate, the Affiliate’s employees, or the Affiliate's immediate family.

4. Advertisements

Earthing.com hereby grants the Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, limited license to use the Earthing.com logos, advertisements and banners for the sole purpose of promoting Earthing’s service within the context of the Affiliate Program (“Authorized Content”). This license will automatically expire upon termination of the Affiliate's participation in the Affiliate Program.

The Affiliate may only display advertisements that contain Earthing.com logos and/or service marks in good taste and a positive/favorable light. The Affiliate may not use Earthing.com's logos or service marks in a manner that, in Earthing.com's sole discretion, portrays Earthing.com in a negative light or positive manner.

Earthing may provide the Affiliate with marketing materials, but the Affiliate will solely be responsible for the Affiliate’s own marketing activities. All marketing activities must be professional, in good taste, accurate, and in full compliance with all applicable laws.

The Affiliate should advertise to their own customers and prospects on channels that the Affiliate directly owns, or has earned/has control of, such as the Affiliate’s own website, email list, social media accounts, mailing lists, in-store customer traffic, etc.

Regardless of their ownership and/or control of the aforesaid, an Affiliate may not advertise or promote Earthing® products in any way, either free or paid, on any coupon sites, coupon social media groups or accounts, deal/discount sites, deal/discount social media groups, paid advertising platforms such as Google Ads, YouTube Ads, Facebook Ads, Instagram Ads, or any other advertising platform.

Earthing.com may, without prior notice, require the Affiliate to remove or modify any advertisements at Earthing.com's sole discretion.

Earthing.com has the right to share and use any Earthing related image created by the Affiliate on its website and social media channels.

Affiliate must not establish or cause to be established any sub-affiliates or any promotion that provides any rewards, points, or compensation for transactions, or that allows third parties to participate in the Affiliate program, without Earthing’s prior written consent, and the signing of this Agreement and submitting an application.

5. Term & Termination

The term of this Agreement will begin upon Earthing’s acceptance of your Program Application and will end when terminated by either Earthing or you, without cause and without permission. Either you or Earthing may terminate this Agreement at any time, with or without cause, by giving the other respective party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website and any other platforms in the world whatsoever, all links to Earthing’s website, product images from Earthing’s database, and any of Earthing’s trademarks, trade dress or logos, and all other materials provided by or on behalf of Earthing to you pursuant hereto or in connection with the Affiliate Program. Upon any termination of this Agreement, all rights and any licenses of Affiliate shall immediately terminate, and Affiliate shall immediately cease all uses of any trade names, trademarks, service marks, logos, and other designations of Earthing or the Affiliate Program, including the immediate removal of all Authorized Content from the Affiliate's website. Upon any termination of this Agreement, Earthing and Affiliate will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein, provided that no such termination will relieve Affiliate from any liability arising from any breach of this Agreement occurring prior to termination. Affiliate is only eligible to earn commission on qualifying revenues occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable subject to Section 3 hereinabove. Earthing may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, any rights granted under this Agreement will automatically terminate, and the Affiliate must destroy or delete all physical and electronic copies of all of Earthing’s intellectual property and confidential information. 

Earthing.com reserves the right to terminate the Affiliate's participation in the Affiliate Program at any time for conduct that is in material breach of this Affiliate Agreement, or for conduct that Earthing.com, in its sole discretion, deems to be harmful to its business or any third party. Earthing.com also reserves the right to terminate the Affiliate's participation in the Affiliate Program at any time if the Affiliate has not generated at least $1,000.00 in affiliate sales in at least one (1) of the previous six (6) calendar months.

Upon termination due to a material breach of this agreement or due to harmful conduct, the Affiliate will lose access to its Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Fees.

6. Relationship of Parties

Earthing.com, Refersion.com, and the Affiliate herein agree and acknowledge that Earthing.com, Refersion.com, and Affiliate are an independent contractor. Nothing in this Affiliate Agreement will create any employment, broker, or agency relationship between Affiliate, Refersion.com, and Earthing, nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties. Again, Affiliate, Earthing, Refersion.com, are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate has no authority to act on Earthing.com's or Refersion.com's behalf.

7. Limitation of Liability

The Affiliate Program is provided on an "as is" and "as available" basis and the use of the Affiliate Program is at the Affiliate's own risk. Earthing.com and Refersion.com make no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program.

Earthing.com and Refersion.com are not responsible for any damages, injury, or economic loss arising from the use of the Affiliate Program. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.

The Affiliate will indemnify and hold harmless Earthing.com and Refersion.com, their directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of, or relating to, the Affiliate's or any third party's operations or use of the Affiliate Program;  a breach, or alleged breach, of any of Affiliate's representations or obligations herein; any deviation from Authorized Content; Affiliate's violation or alleged violation of any law; any content, goods, or services offered, sold, or otherwise made available by Affiliate to any person; any violation or alleged violation by Affiliate of any rights of another, including breach of a person's or entity's intellectual property rights; and Affiliate's use of any content.

IN NO EVENT SHALL EARTHING BE LIABLE TO THE AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (OR ANY LOSS OF PROFITS, REVENUE, OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT OR THE PROGRAM, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AS WELL.

8. Modification

Earthing.com may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Program remains in compliance with this Affiliate Agreement. The Terms and Conditions of the Affiliate Program are also available to read in Affiliate Dashboard.

If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Program will constitute binding acceptance of such modifications.

9. Miscellaneous

The Affiliate warrants and represents that it is over the age of 18 and is qualified to enter into this Affiliate Agreement.

The Affiliate warrants and represents that its actions and its participation in the Affiliate Program is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. Earthing.com and Refersion.com reserve the right to terminate the Affiliate's participation in the Affiliate Program if Earthing.com and/or Refersion.com determines, in their sole discretion, that the Affiliate's actions or its participation in the Affiliate Program is in violation of any laws, rules, regulations, or any requirements of governmental authority.

This Affiliate Agreement constitutes the entire understanding between Earthing.com, Refersion.com and the Affiliate. This Affiliate Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Agreement. 

Earthing makes no express or implied warranties or representations with respect to the Program or any Earthing services or Authorized Content (including, without limitation, warranties of merchantability, noninfringement, or any implied warranties arising out of a course of performance, usage).

Affiliate represents and warrants that the person executing this Agreement on its behalf is authorized to do so on its behalf. Affiliate is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Affiliate represents and warrants that it shall have all appropriate authority and rights to grant the rights granted hereunder.

Affiliate shall not assign, transfer, or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Earthing. Any attempted assignment, transfer, or delegation in violation of the provisions of this provision will be void.

10. Intellectual Property.

Affiliate acknowledges that it obtains no proprietary rights in any Authorized Content, Earthing and/or Earth FX, Inc. marks, or Earthing’s and/or Earth FX, Inc.’s patents, and patent applications and/or technology. Affiliate agrees that all good will arising as a result of Earthing’s and/or Earth FX, Inc.’s intellectual property shall inure to the benefit of, and that all proprietary rights in the intellectual property remain with Earthing’s and/or Earth FX, Inc.’s.

11. Governing Law. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California applicable to contracts between residents of that State and executed in and to be performed in that State. 

12. Attorney’s Fees and Costs. In the event that any action, suit or other proceeding is instituted to remedy, prevent or obtain relief from a breach of this Agreement, or arising out of a breach of this Agreement or the performance of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs including but not limited to expert witness fees incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions.