Affiliate Agreement

1. Program Overview

The MN Nutra Affiliate Program enables approved partners to earn commissions by promoting MN Nutra products through their personal networks, social media channels, websites, and other approved marketing channels. Participation requires successful completion of the MN Academy training curriculum and ongoing compliance with this Agreement.

2. Eligibility & Enrollment

• You must be at least 18 years of age and legally able to enter into binding agreements;
• You must complete the MN Academy training program and pass the certification quiz with a minimum score of 80%;
• You must provide accurate and complete information during the application process;
• MN Nutra reserves the right to accept or reject any application at its sole discretion;
• Acceptance is not guaranteed and may be revoked at any time for violation of this Agreement.

3. The Accountable Science Pledge

As a condition of participation, you agree to the following pledge:

4. Commission Structure

The MN Nutra Affiliate Program operates on the following commission structure, which may be updated from time to time at MN Nutra's discretion with 30 days' written notice:

• Base Commission Rate: 15% of net sale price on all qualifying sales attributed to your unique affiliate link or referral code;
• Performance Bonus: an additional +5% (total 20%) is applied when your cleared commissions in the previous calendar month equal or exceed $400;
• Customer Discount: customers who use your referral code at checkout receive a 10% discount — this incentive is provided by MN Nutra and does not reduce your commission;
• Tier 2 Override: you earn a 5% override on sales generated by affiliates you recruited ("Partners"), provided the recruited affiliate has qualified for the performance bonus in the relevant period. There is no limit on the number of Partners you may recruit;
• 30-Day Holdback: all commissions enter a 30-day pending period from the date of sale. After 30 days without refund or chargeback, commissions move to "cleared" status and become eligible for payout;
• Maximum Payout Per Sale: 25% (20% own commission + 5% override). The combined payout shall not exceed 25% of net sale price on any single transaction;
• Full-Cart Attribution: commission is earned on the entire order value — all products purchased in the transaction, not only the specific product promoted;
• Net Sale Price Definition: the final amount paid by the customer after all applicable discounts (subscription, the 10% affiliate discount, promotional codes) but excluding taxes and shipping. All commissions, bonuses, and overrides are calculated on this net sale price;
• Payment is issued monthly, subject to a $50 minimum payout threshold;
• You are responsible for all taxes owed on commission income in your jurisdiction.

5. Marketing & Compliance Requirements

As an MN Nutra Affiliate, you MUST adhere to the following requirements:

5.1 FTC Disclosure Requirements

• You must clearly and conspicuously disclose your material connection to MN Nutra in ALL promotional content;
• Disclosures must be placed where consumers are likely to see them (not buried in hashtags or at the end of long posts);
• Acceptable disclosures include "#ad", "#sponsored", "#MNNutraPartner", or clear language such as "I earn a commission from purchases made through my link";
• Video content must include verbal disclosure within the first 30 seconds AND written disclosure in the description;
• Stories, Reels, and short-form content must include visible disclosure text on-screen.

5.2 FDA-Compliant Claims

• You may ONLY use claims pre-approved by MN Nutra or that appear in official MN Academy training materials;
• You must NEVER make disease claims (e.g., "cures", "treats", "prevents", "diagnoses" any disease or medical condition);
• You must NEVER guarantee specific health outcomes or results;
• You must use structure/function language only (e.g., "helps support", "designed to support", "may help maintain");
• You must include the FDA disclaimer when making any structure/function claims;
• You must NEVER reference clinical study data in a way that implies guaranteed consumer outcomes;
• Personal testimonials must reflect your genuine experience and must not imply all consumers achieve the same results.

5.3 Brand Guidelines

• Use only MN Nutra-approved product images, logos, and marketing materials;
• Do not alter, modify, or create derivative works from MN Nutra brand assets without written approval;
• Do not make comparative claims against competitor products unless pre-approved in writing;
• Do not imply endorsement by any medical professional, celebrity, or organization unless it exists and is documented;
• Do not state or imply that MN Nutra is owned by, affiliated with, or endorsed by Amgen, Gensenta, or any other pharmaceutical company.

5.4 Prohibited Marketing Practices

• Spam, unsolicited emails, or unsolicited direct messages;
• Paid search advertising on MN Nutra branded terms without written approval;
• Cookie stuffing, click fraud, or any form of artificial traffic generation;
• Misleading or deceptive advertising practices;
• Promotion on websites containing illegal, violent, discriminatory, or adult content;
• Purchasing MN Nutra products through your own affiliate link to earn commissions (self-referrals);
• Reselling MN Nutra products on unauthorized marketplaces (Amazon, eBay, etc.) without written authorization.

6. Compliance Monitoring & Enforcement

MN Nutra actively monitors affiliate marketing activities for compliance. Violations may result in:

• First Violation: written warning with required corrective action within 48 hours;
• Second Violation: temporary suspension of affiliate privileges (14–30 days) and mandatory re-completion of relevant MN Academy training modules;
• Third Violation or Severe Breach: immediate termination of affiliate status, forfeiture of unpaid commissions, and potential legal action;
• Immediate Termination Events: making disease claims, engaging in fraud, misrepresenting credentials, or any action that causes material harm to MN Nutra's reputation.

7. Intellectual Property

MN Nutra grants you a limited, non-exclusive, non-transferable, revocable license to use MN Nutra trademarks, logos, and approved marketing materials solely for promoting MN Nutra products as part of the Affiliate Program. This license terminates immediately upon termination of your affiliate status. All intellectual property rights in MN Nutra products, formulations, Micro Matrix Technology, clinical data, and brand assets remain the exclusive property of MN Nutra.

8. Confidentiality

You agree to keep confidential all non-public information disclosed as part of the Affiliate Program, including commission structures, internal marketing strategies, unreleased product information, proprietary formulation details beyond what is publicly available, and any business information marked as confidential. This obligation survives termination of this Agreement.

9. Term & Termination

This Agreement begins upon your acceptance into the Affiliate Program and continues until terminated by either party. Either party may terminate at any time, for any reason, with 30 days' written notice. MN Nutra may terminate immediately for cause. Upon termination:

• You must immediately cease all use of MN Nutra trademarks, logos, and marketing materials;
• You must remove all affiliate links and promotional content within 14 days;
• Earned commissions for qualifying sales made prior to termination will be paid on the standard schedule;
• Pending commissions for sales that have not yet cleared may be forfeited if termination is for cause.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MN NUTRA'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. MN NUTRA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.

11. Independent Contractor Status

You are an independent contractor and not an employee, agent, joint venturer, or partner of MN Nutra. Nothing in this Agreement creates an employment relationship. You are solely responsible for your own taxes, insurance, and business expenses, and have no authority to bind MN Nutra.

12. Indemnification

You agree to indemnify, defend, and hold harmless MN Nutra from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from: (a) your breach of this Agreement; (b) your marketing activities; (c) any claims you make about MN Nutra products that are not pre-approved; (d) your violation of any law or regulation; or (e) any third-party claims related to your promotional activities.

13. Modifications

MN Nutra reserves the right to modify this Agreement, commission structures, program rules, and policies at any time. Material changes will be communicated via email or through the MN Academy platform with at least 30 days' notice. Continued participation after the effective date of any modification constitutes acceptance of the revised terms.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which MN Nutra is incorporated. Any disputes shall be resolved through binding arbitration, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

15. Entire Agreement

This Agreement, together with the MN Nutra Terms of Service, Privacy Policy, and any supplemental policies referenced herein, constitutes the entire agreement between you and MN Nutra regarding the Affiliate Program, and supersedes all prior agreements, representations, and understandings.

16. Contact

For questions about this Agreement or the Affiliate Program, please contact: