This Affiliate Terms and Conditions Agreement (the "Agreement") is a legally binding agreement between you ("Affiliate" or "You") and Nature-Ally.com, Inc. ("Nature-Ally.com" or "We") and is effective on the date You accept the terms and conditions of this Agreement as set forth herein. (the "Effective Date"). BY CLICKING ON THE "ACCEPT" BUTTON AND/OR PARTICIPATING IN THE Nature-Ally.com AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM") , YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE "ACCEPT" BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.

1.    Eligibility. To be eligible to be a Nature-Ally.com Affiliate, You must operate a website that has been approved by Nature-Ally.com, and Your website must not and, during the term of this Agreement, shall not, as determined by Nature-Ally.com in its sole discretion: (a) infringe on Nature-Ally.com’s, or any other third party's intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail and/or be based outside of the United States; and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.


2.    True and Complete Information. Affiliate represents and warrants that all information that it provided in connection with becoming an Affiliate of Nature-Ally.com is true and complete. If Nature-Ally.com determines or has reason to believe, that any information provided by Affiliate is not true and/or complete, Affiliate shall indemnify Nature-Ally.com in accordance with Section 13 below and Nature-Ally.com may immediately terminate Affiliate's participation with respect to the Nature-Ally.com website if such breach also constitutes a breach of Section 1 above.



3.    Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any Nature-Ally.com Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the Nature-Ally.com Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Nature-Ally.com Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the Nature-Ally.com Content; (v) buy or bid on any of the Weight Watchers trademarks, or variations of the trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the Nature-Ally.com Content or the trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by Nature-Ally.com. For any search functionality on Affiliate’s site using the Weight Watchers trademarks, (a) Weight Watchers Links must always appear at the top of the list, (b) any Link that contains Nature-Ally.com in the title must connect the user directly back to the Nature-Ally.com website, and (c) such Link must be supplied to You by Nature-Ally.com. Affiliate agrees to use the Nature-Ally.com Content exactly in the form provided to Affiliate pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the Nature-Ally.com Content. For purposes of this Agreement "Nature-Ally.com Content" means any and all trademarks, service marks, logos and other content which Nature-Ally.com makes available to Affiliate in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by Nature-Ally.com. Such Nature-Ally.com Content may be owned by Nature-Ally.com or licensed to Nature-Ally.com by a third party.



4.    Links to Nature-Ally.com Website. You may not place Nature-Ally.com Content, or Internet connections ("Links") to the Nature-Ally.com website or website content: in newsgroups, message boards, chatrooms, blogs or similar forums (collectively, "Forums"); in pop-up, pop-under or similar ads delivered by third-party software applications; in unsolicited e-mail or other types of spam, banner networks, counters, guestbooks, IRC channels or through similar Internet resources; on web pages that also provide or feature Forums; or in e-mails, newsletters or anywhere other than on Your website; and you may not embed or include such Nature-Ally.com Content or Links in third-party software applications, in each case unless you receive Nature-Ally.com’s prior written permission. You must place Links to the Nature-Ally.com website or website content such that it is unlikely that the Links will mislead the visitor, and such that it is reasonably likely that the Links will deliver bona fide transactions by the visitor to Nature-Ally.com from the Link. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links that You place to Nature-Ally.com. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for transactions, or that allows third parties ("Sub-Affiliates") to place Nature-Ally.com Content or Nature-Ally.com's Links on their websites or in their e-mails or other advertisements, unless You receive Nature-Ally.com's prior written permission which will be verified by Nature-Ally.com. You shall be responsible for ensuring that each Sub-Affiliate meets Nature-Ally.com's eligibility requirements (as established from time to time), is bound by and complies with Affiliate duties (and where stated Sub-Affiliate duties) as specified in this Agreement, and for payment of payouts due to Sub-Affiliate that shall accrue. You shall indemnify Nature-Ally.com for all acts of Your Sub-Affiliates without limitation.



5.    Property Ownership Rights. Affiliate agrees and acknowledges that Nature-Ally.com retains all rights, title and interest in and to all property rights embodied in or associated with the Nature-Ally.com Content. Affiliate represents and warrants that it will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with Nature-Ally.com's ownership of the Nature-Ally.com Content and any goodwill and benefits accruing from the use of such Nature-Ally.com Content will automatically vest in Nature-Ally.com.



6.     Operation and Maintenance of the Nature-Ally.com Web Site. Affiliate acknowledges and agrees that Nature-Ally.com may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the Nature-Ally.com website. Affiliate further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of Nature-Ally.com, (ii) Nature-Ally.com cannot, and does not, guarantee the availability and accessibility of the Nature-Ally.com website, and (iii) Nature-Ally.com is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the Nature-Ally.com website and its products. All personal information obtained from customers on the website shall be the exclusive property of Nature-Ally.com.

7.    Privacy Policy. You must maintain a privacy policy which shall clearly and accurately describe the information collection and use practices of Your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. You will also describe any information that is collected on Your website by any third party. Your website must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry.



8.    Public Announcement. You may not mention Nature-Ally.com in a press release or other public statement (other than the Advertisements) unless You have received prior written approval from Nature-Ally.com.



9.    Representations and Warranties. You hereby represent and warrant to Nature-Ally.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or Affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.

10.    Payments. Nature-Ally.com agrees to pay to Affiliate the flat fee amount set forth on the Affiliate Policy Application Page of the website, which fee may be changed from time to time by Nature-Ally.com by posting a different amount on the Publisher Application Page of the website and by providing seven (7) days notice for a decrease in the fee amount, for each successful execution or billing of a paid subscription (excluding execution or billing of automatic renewal or other recurring billing of a subscription) to the Nature-Ally products or the product purchased by any Affiliate end user who (a) Clicks on a Link and subsequently subscribes to the Nature-Ally Products no later than fourteen (14) days after such Click (as such time period may be adjusted by Nature-Ally.com from time to time), (b) has not clicked on a hypertext link to the Nature-Ally.com website from another website operated by Nature-Ally.com, another affiliate or any other third party after last Clicking on Your Link during such fourteen (14) day period, and (c) has not, within the six (6) months prior to such end user’s last Click on Your Link, been a subscriber to the Nature-Ally's products. For purposes of this Agreement, "Clicks" means the occurrence of an end user clicking on a Link. Nature-Ally.com shall not pay Affiliate for any transactions made directly by Affiliate or its agents using its own Links.



11.    Responsibility for Affiliate URLs. Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the Nature-Ally.com website and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof and the terms of its agreement(s) with Nature-Ally.com.



12.    No Joint and Several Liability. Affiliate acknowledges and agrees that neither Nature-Ally.com, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the "Nature-Ally.com Parties"), shall be liable to any party, including Affiliate, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with the Affiliate website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, Affiliate acknowledges and agrees that, notwithstanding any provision in any agreement between Nature-ally.com and Affiliate to the contrary, including but not limited to any provision imposing joint and several liability on Nature-Ally.com, none of the Nature-Ally.com Parties shall be liable to Affiliate or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.

13.    Affiliate Indemnification. Affiliate, at its own expense, shall indemnify, defend and hold harmless, Nature-Ally.com against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Affiliate's representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, or (iii) the Affiliate's website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.



14.    Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date Affiliate is no longer an Affiliate of Nature-Ally.com pursuant to the Affiliate Program.



15.    Termination. Nature-Ally.com may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) to Affiliate with effect from the 8th day from such notice. Nature-Ally.com may terminate this Agreement immediately, without notice, if Nature-Ally.com determines, in its sole discretion, that Affiliate has breached Affiliate’s obligations pursuant to Section 1. In addition, Nature-Ally.com may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) Affiliate has failed to comply with or has breached Section 3 or 4, ; (b) Nature-Ally.com believes in good faith that You or Your Sub-Affiliate is harming, blurring or tarnishing the Weight Watchers brand, any other trademark, service mark or trade name owned or licensed by Nature-Ally.com or Nature-Ally.com’s reputation; (c) Nature-Ally.com believes in good faith that Your or Your Sub-Affiliate’s actions or one or more of Your or Your Sub-Affiliate’s websites is causing or would cause Nature-Ally.com to be in breach of its contractual obligations with third parties; and/or (d) the agreement and relationship between Nature-Ally.com has been terminated.

16.    Modification of Agreement. Nature-Ally.com reserves the right to modify this Agreement upon no less than seven (7) days notice to Affiliate. Nature-Ally.com may modify this Agreement by notifying Affiliate, and such notification may be completed electronically through the Nature-Ally.com. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.



17.    LIMITATION OF DAMAGES. Nature-Ally.com WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF Nature-Ally.com WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, Nature-Ally.com'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY Nature-Ally.com TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.



18.    WARRANTY DISCLAIMER. Nature-Ally.com MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, Nature-Ally.com MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.

19.    Independent Contractors. Nature-Ally.com and Affiliate are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.



20.    Governing Law. This Agreement is governed by and in accordance with the substantive laws of the State of New York, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in New York, New York.



21.    Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.



22.    Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without Nature-Ally.com's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.



23.    Waiver. Nature-Ally.com's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.



24.    Entire Agreement. This Agreement and the agreement that the Affiliate has entered into with Nature-Ally.com as part of the Affiliate Program represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. As between Nature-Ally.com and the Affiliate, any conflict between the terms of this Agreement and the terms of the agreement that the Affiliate has entered into with Nature-Ally.com, shall be governed by the terms of this Agreement. No amendment or modification to this Agreement will be binding upon Nature-Ally.com unless agreed to by an authorized representative of Nature-Ally.com.