Terms and Conditions

Services Offered 

SD will grant you access to the Network and the Services for which you have been registered via the SD registration form, all of which are subject to the Terms and Conditions of this Agreement including SD’s Privacy Policy.  

As part of the services offered by SD, you consent to the request, collection, processing and storage of personal information including your name, address, phone number, email address, banking information, tax information, and IP address. See SD’s Privacy Policy for more information on how this information shall be stored/used. Such information is used for identifying and validating logins, personalizing services, creating reports and analytics, announcing program and network updates, announcing new program opportunities from Cellular Hydration, ensuring compliant behavior, communications from our employees, making payments, and staying compliant with applicable laws and advertiser agreements. We may retain this information, even if you close your account or become deactivated for legal and compliance purposes. If you have questions or requests regarding this information, please email order@support.mytrulyessential.com.  

You consent that any information provided to SD either through registration, the platform, or any form of communication to employees or contractors who work for SD, can also be provided to other 3rd party services, in which SD has either a partnership or other working relationship to, either for payment purposes, compliance reasons, or advertiser requests, and such actions will not require the prior written consent from the Affiliate. 

Access to our platform requires that we validate your identity using common “2-factor” authentication which will send codes to the mobile device whose information you will provide during registration. By agreeing to these Terms and Conditions, you consent to receive text messages or similar electronic notices to facilitate this authentication and provide you with a secure login experience. 

Affiliate Agreement 

The Affiliate shall not make any representations, warranties or other statements concerning SD’s products, the SD’s site, or any of SD’s affiliate company’s products beyond what is reasonable and accurate. 

The Affiliate understands that the SD, or its parent companies, owns and shall retain all rights to its names, logos, trademarks, service marks, and copyrights. 

These rights give SD, either alone or through an agreement with its parent company, the ability to restrict Affiliate’s use of SD’s, or it parent company’s, product names, logos, trademarks, service marks and copyrights. This Agreement gives the Affiliate limited, non-exclusive rights to SD’s links and/or other promotional materials provided through the Network. 

Affiliate is an independent contractor and not an employee, partner, legal representative, or franchisee of SD. Affiliate is solely responsible for paying all expenses that Affiliate incurs, including but not limited to internet, telephone, office and office supplies, travel, food, lodging and other business expenses. AFFILIATE SHALL NOT BE TREATED AS AN SD EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. SD is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from any remuneration that Affiliate earns hereunder. Affiliate is not entitled to workers compensation or unemployment security benefits of any kind from SD. 

As an independent contractor, Affiliate is responsible for paying local, state, and federal taxes on any taxable income generated as an Affiliate. Every year, SD will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident Affiliate who: 1) Had earnings of $600 or more from Affiliate commissions in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. To facilitate this reporting, Affiliate must provide SD with Affiliate’s Social Security Number, Employer Identification Number, or Taxpayer Identification Number (as appropriate) upon request. If Affiliate fails to provide a properly completed IRS Form W-9 to SD when requested, Affiliate’s account will be inactivated until such time as Affiliate provides SD with a properly completed Form W-9. 

Use of Links and Promotional Materials 

The Affiliate will only use links to areas within SD’s platform using special URLs obtained through the Network (the “Links”). The Affiliate may use as many Links, as much Network content, or marketing materials as available and as Affiliate deems necessary. Network content and marketing materials are available for download and use by Affiliate on SD’s Network. Any marketing materials created by Affiliate, whether based on or derived from Network content or not, shall be provided and approved by SD prior to its use. The use of Affiliate-created marketing or promotional materials that have not been provided by or approved by SD is prohibited. 

Use of Links. Network content, and marketing materials is non-transferable. The Affiliate may not allow Links, Network content, or marketing materials to be used with other online traffic resources that are not previously approved by SD or URLs outside of the Affiliate’s Network account. The Affiliate may not alter, or attempt to alter, the Links, Network content, or marketing materials in any way, aside from any alteration pre-approved by SD that is conducted through the Affiliate’s Network platform (e.g.,  Affiliate’s creation of shortened URLs, subID tracking, and custom campaigns). 

SD may terminate Links at any time. If such an action occurs, the Affiliate must remove the terminated Links and corresponding marketing materials from any traffic source on which they appear. 

Promotional Methods and Link Placement 

SD marketing materials and/or Links cannot be placed near any of the following content (nor appear on websites which contain or link to such content): Any pornography, nudity, or any other sexual or adult material. Any content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to, copyrights, trademark rights, patents, or any other third-party intellectual property, contract, privacy, or publicity rights. Any gambling, hate, propaganda, or material that encourages or promotes illegal activity or violence. Any material that promotes or utilizes software or services designed to deliver unsolicited e–mail. Any misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful. Any material that violates any local, state, or national law or regulation. Any other material that SD, in its sole discretion, determines to be inappropriate. 

Affiliate agrees that Affiliate will safeguard and promote the good reputation of SD and its products, and that Affiliate will avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices in the promotion of SD products. Affiliate agrees that Affiliate will not engage in any conduct, or make any claims or statements, that may damage SD’s goodwill or reputation. Affiliate further agrees that Affiliate will not make any offensive or inappropriate communications in association with Affiliate’s marketing or promotion of SD products (including for example but not limited to, marketing, websites, blog posts, social media posts, videos, audios, emails, Tweets, etc.). 

Affiliate may advertise and promote the sale of SD products through its use of Affiliate Links from, or pointing to, SD’s product pages provided Affiliate’s advertising and promotional methods are truthful and non-deceptive and comply with this Agreement and applicable law. In the advertising and promotion of SD products and Affiliate Links, Affiliate agrees as follows: 

Affiliate shall identify themself as a “Simple Distributing, LLC Independent Affiliate” and not expressly state or imply that Affiliate is an employee of the SD. 

Affiliate may not use or display any of SD’s trademarks or logos except as expressly authorized herein or as specifically permitted when using banners or other advertising materials provided to Affiliate by SD. 

Affiliate agrees that Affiliate will not create or develop their own advertising, promotional, or marketing materials and that Affiliate will only use the advertising, promotional, or marketing materials produced or approved by SD.  

Affiliate agrees that Affiliate will NOT make use of “spam” or unsolicited commercial email to promote SD products or Affiliate’s Links. If Affiliate sends any emails promoting SD products or Affiliate’s Link, such emails must strictly comply with state and federal laws regarding unsolicited commercial email. At a minimum, such emails must include SD as a recipient and: 

Contain a functioning return email address to the Affiliate; 

Include an “opt-out” notice that advises the recipient that they may reply to the email or otherwise notify Affiliate to request that future email solicitations or correspondence not be sent to them; 

Include Affiliate’s physical mailing address; and 

Contain no deceptive subject lines or false header information. 

Affiliate agrees that Affiliate shall honor all opt-out requests that Affiliate receives, regardless of how delivered to Affiliate. 

Affiliate agrees that Affiliate shall not use or transmit unsolicited faxes. 

Affiliate agrees that Affiliate will not engage in telemarketing or send unsolicited SMS text messages that promote the sale of SD products that promote Affiliate’s Link. In addition, Affiliate agrees: 

Affiliate may only place telephone calls promoting SD products or Affiliate’s Link to persons with whom Affiliate already has a pre-existing or personal relationship; and 

Affiliate may only send SMS text messages promoting SD products or Affiliate’s Link to persons who have specifically requested that Affiliate send such an SMS text. 

When promoting or discussing SD products, Affiliate agrees that Affiliate WILL NOT make claims, including but not limited to testimonials, about the products that are not consistent with the claims contained in SD-produced literature or posted on SD’s official website. Under no circumstances may Affiliate state or imply that any SD product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition. 

If Affiliate uses any form of social media to advertise or promote SD products or Affiliate’s Link, Affiliate agrees as follows: 

Affiliate must identify themselves as a “Simple Distributing, LLC Independent Affiliate” and strictly comply with any such social media site’s restrictions and policies regarding commercial activity. If a social media site prohibits commercial activities, Affiliate shall not promote SD products or Affiliate’s Link at such site. 

Affiliate shall comply with the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (“Endorsement Guides”) available at the Federal Trade Commission website. In connection with such posts, Affiliate agrees that Affiliate shall: 

Disclose that Affiliate is an Affiliate for SD in any social media post that Affiliate makes promoting SD products.  

Such disclosure shall be immediately visible on the post and shall not require a viewer to scroll down or click on any links.  

Such disclosure should not appear only on Affiliate’s “About Me”, “link in bio”, or profile page, at the end of posts or videos, or anywhere that requires a person to click on a “More” link. 

In any video posted to Affiliate’s social media accounts that promote SD products, the disclosure shall be included in the video itself and not just the description accompanying the video. 

In any social media live presentation that Affiliate presents, Affiliate agrees to periodically disclose that Affiliate is an SD Affiliate so that viewers who see only part of the live stream will receive the disclosure. 

Affiliate is fully responsible for all of Affiliate’s verbal and written statements made regarding SD products that are not expressly contained in official SD materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through social media, in print, or any other means of communication. Affiliate agrees to indemnify SD and its directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorneys’ fees, court costs, or lost business incurred by any of them as a result of Affiliate’s unauthorized representations or actions. This provision shall survive the termination of the Agreement. 

Links and/or content from SD must be placed in locations that can be freely accessed by SD without having to login or supply a password. If your content is to appear in emails sent to a mailing list, arrangements must be made with SD so that lists are seeded with one or more SD email addresses. All traffic sources where SD Links are placed must be accessible and viewable to SD at all times. 

Links cannot be placed in misleading formats or used in fraudulent methods, including but not limited to any program or device that would otherwise manipulate traffic or the accuracy of advertiser campaigns. 

In the event that Links are desired to be used in a format that is not viewable through the Internet, such as through newspapers, television ads, or other media, prior approval from SD is required. 

Affiliates may not place Links in third-party newsgroups, message boards, comments sections, unsolicited email or other types of spam, link farms, counters, chat rooms, or guest books. 

No Affiliate can place Links to or promote a  third party’s website or their own Affiliate website or on websites that use classified ads, such as Craigslist.com. 

Transactions generated from the same IP address or individual may be considered as fraudulent transactions. In that event, Affiliate will not receive compensation from such transactions until all applicable return rights and chargeback deadlines have expired. 

Content provided through the SD network cannot be swapped with advertising links found through other networks for the same or similar products or services. Affiliates are granted licensing rights to use the content provided through the SD network only in conjunction with the Links provided through the network. Failure to comply can result in the immediate termination of the Affiliate’s account with SD. 

Affiliates that participate in search engine marketing may not link directly to the SD's product website using Affiliate Links, unless the search engine's individual terms and conditions specifically state that direct linking is allowed. 

Unless exempted by special request and documented in writing, Affiliates are not permitted to utilize popups, pop-unders, interstitials, or any other advertising unit which automatically opens a new browser window without an affirmative and informed click from the user, nor any ad unit that interrupts or covers normal site content. 

Traffic submitted to SD campaign must be provided transparently, and the referring URL must be an accurate, complete and unmasked URL from the referring traffic source. Traffic that does not meet this requirement may be considered fraudulent. 

When buying media placements using keyword bidding, such as PPC bidding on search engines, bidding on the trademarked terms belonging to SD (or those owned by SD’s parent company) is not permitted. In addition, SD may list other keyword terms which you must also not use. The accidental appearance of your advertisements for banned terms such as these is not an accepted excuse for this violation. The use of negative keywords to ensure compliance is recommended. 

 Payment Processing 

Except as otherwise provided herein (see, e.g. section 4(k) above), SD pays Affiliates within forty (40) days of the shipment of each order. Within forty (40) days of the shipment of an order to a customer, the Affiliate will receive payment of the Affiliate commissions earned on the sale. As provided in paragraph 4(k) above, payment will be held until all applicable return and chargeback periods have expired for transactions that are suspected to be fraudulent, and payment will be issued within forty (40) days of the date that such deadlines have expired. 

Commissions from Affiliate sales are fully earned when the applicable return, repurchase, and chargeback periods applicable to such product sales have all expired. If a refund is issued to a customer or the customer’s payment is reversed or charged back, the commissions paid to the Affiliate based on such refunded, reversed, or charged back sale (“unearned commissions”) will be recovered by SD from the Affiliate as provided herein. Such unearned commissions will be deducted (clawed back) from future commission payments to the Affiliate until the unearned commissions are fully recovered from the Affiliate. SD reserves the right to withhold all or part of Affiliate’s commissions as it deems necessary to claw back any unearned commissions paid to Affiliate. This right of setoff shall not constitute SD’s exclusive means of clawing back unearned commissions pursuant to this section. 

SD may also withhold or reduce Affiliate’s commissions as necessary to comply with any garnishment or court order directing SD to retain, hold, or redirect such compensation to a third party. 

It is the Affiliate’s responsibility to maintain accurate payment information, which can be updated and regularly managed through the “Account” section of SD. Failure to maintain accurate payment information may result in delay of payment. 

Affiliates understand that any chargebacks of sales, regardless of the reason, can be debited from the balance on any account owned by the Affiliate, even if the current balance is not comprised of commissions from the same advertiser(s) that issue the chargebacks. 

 If SD withholds, reduces or fails to issue payment for transactions in the Affiliate’s account, SD may also withhold payment on the Affiliate account until any necessary third-party payments are made. If such withholdings are the result of a compliance inquiry, some or all of the Affiliate’s payment may be withheld while an investigation is conducted by SD. 

 In the event of a payment error, where SD overpays an Affiliate, communication will be provided to the Affiliate and the Affiliate understands and will abide any request to provide a return of any excessive payments, regardless of the reason behind the error, the amount, or other reasons for error, to SD, within thirty (30) days’ notice from SD. If Affiliate fails to timely return excess payments, Affiliate agrees that SD has the right to offset such excess payments from Affiliate’s commissions as provided herein. 

Support Services 

 SD will provide all Affiliates with support services, such as, but not limited to: Online support through the SD Support Center, phone support, and general email support services during regular business hours, except holidays. 

It is our goal to reply to all communications within two (2) business days of receipt, however, there may be times in which such communications may take longer. If our reply exceeds the two- (2-) business day goal, it is the Affiliate’s responsibility to contact the support team at order@support.mytrulyessential.com.  

The SD support team will do their best to answer any and all inquiries to the best of their knowledge, but SD does not guarantee that all information provided by customer service is 100% accurate and may at times be subject to change, adjustment, or additional inquiries. In the event that the support team has misinformed the Affiliate due to incorrect information provided to the support team by the advertiser and/or a mistake on their part, the support team will do their best to clarify any and all mistakes within a reasonable amount of time.   

Affiliates are not allowed to recruit services, employ, or otherwise contract employees, or former employees of SD, for any service. This applies to both active Affiliates of SD and non-active Affiliates, regardless of existing or current status. 

Maintaining Content 

The Affiliate is responsible for making sure that all information promoting any of the products provided by SD is accurate. Regardless of the method an Affiliate uses to receive or display SD content, Affiliates are required to regularly review and update such content to ensure accuracy and compliance. 

SD will periodically monitor Affiliate traffic sources and traffic reports to assure accuracy in the use of all content provided through the various content formats. Affiliates who are contacted by SD for content usage adjustments must abide by all requests within forty-eight (48) hours of notification or risk having their Links expired. SD reserves the right to adjust this grace period without notice. 

Compliance Investigations and Review 

All Affiliate accounts are regularly monitored for fraudulent transactions and suspicious activity. In the event that Affiliate’s account is flagged for review, any estimated commissions balance on the account may be withheld while the investigation process is underway. Suspicious activity may include any apparent violation of a third party’s program, a request by the third party to review the traffic sent to them, the use of unapproved traffic sources, failure to provide traffic transparency, the use of invalid or nonexistent websites, providing false information in your Affiliate application, or the possible violation of any of these Terms and Commissions.  

If the Affiliate’s promotional methods were in violation of these Terms and Conditions, SD may reduce or completely remove or reverse any transactions or pending payments and the Affiliate’s account and access to the Network and Services may be deactivated. 

In the event Affiliate’s account is deactivated, any future applications or accounts that Affiliate opens or seeks to open with SD may also be declined and deactivated and any estimated commission balances or commission payments on those accounts may be reversed. 

In the event the Affiliate is deactivated from a specific third-party platform or from accessing/using a key third-party network, or is removed from that network entirely, such removals by the third party are applicable on the SD network as well. Application to such third-party networks or platforms will be declined. Approvals for Affiliate’s use of Network content or Links on such third-party networks or platforms will be rescinded. Failure to disclose such a removal or the continued attempt to use such networks or platforms using SD promotional materials or Links after a removal constitutes a violation of these Terms and Conditions and may result in account termination and the reversal of any existing or future estimated balances.  

 Capturing User Information 

Affiliates are not allowed to alter the sub-tracking code or otherwise use software, or any means designed to capture personal identifiable information of online visitors that would then be viewable to SD. 

Affiliates are not allowed to request that visitors to their Affiliate site complete any form that may be hosted on the Affiliate’s website or a third-party service, through which the user’s information will be redirected or otherwise used to generate a lead or sale for a third party’s use.  

All leads and sales for which Affiliate seeks credit for the purpose of commission payments must be completed through the Links that are provided from SD. Any alterations to misdirect or otherwise pass information to the application process of a third party’s form will result in the immediate termination of the Affiliate account, and all credits will be reversed. 

Termination 

The Network retains the right to terminate the Affiliate’s account at any time, and for any reason that the Network sees fit. Affiliates are not bound to Network usage and can close their account with forty-eight (48) hours’ notice to SD for standard link usage. The right to terminate Affiliate’s account does not apply to any special agreements, such as Insertion Orders, Bonus Offers, or any other written agreement between the Affiliate and SD, which may include special pricing and/or placements, such agreements have specific terms that apply during the time of that agreement. 

Any payments that are due to the Affiliate will be paid thereafter until all payments owed to the Affiliate are made in full and it is determined that no fraudulent activity or chargebacks occurred per the transactions generated by the Affiliate’s account.  

Affiliates understand that once an account is closed, all Links will be expired, all Affiliate-created third party relationships will be closed, and previous historical information such as sales and click-thru data may not be available.  

 If the Affiliate wishes to re-open their account, they must contact order@support.mytrulyessential.com  to make the request. 

 Liability 

 Each party shall indemnify, defend, and hold harmless the other party, and, on behalf of SD, all its affiliates, employees, directors, officers, members, and subsidiaries, from any and all liability, claims, losses, damages, injuries, or expenses brought by a third party arising out of a breach, real or alleged, of any of its, or their, representations or obligations herein. No party shall be held liable for the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 

Third-Party Vendor-Specific Terms and Conditions 

Affiliates are to adhere to all of SD’s online third party vendor’s specific terms and conditions that are detailed by an individual third-party vendor and described within that third-party vendor’s Agreement & Terms tab on Network. 

E-Mail Communications from SD 

 SD may at times offer promotional cash bonuses for new or existing Affiliates. These offers are only available for limited periods of time for those who choose to take advantage of the promotion during the time that the offer is being presented. Once the Affiliate meets the requirement of the promotional offer, the promotional bonus will be applied to the Affiliate's next monthly payment made within forty (40) days. Promotional offers are only applied to valid sales or leads, and they cannot be combined with other promotional offers or transferred to other Affiliates. SD reserves the right to cancel any promotion that is being published to new or existing Affiliates who have not locked in the promotion to their SD account. 

Please note that as a condition of your ongoing affiliation with SD’s Network, SD is required to send you program update notices related to the promotion of those programs, including updates to ad creative, payouts and more. So long as you remain approved for the program, these notices will be sent to you. If you no longer wish to receive such emails, you will need to request the deactivation and removal of the program from your account by emailing order@support.mytrulyessential.com with your request. 

 Affiliate Compensation 

Affiliates are compensated under this Agreement on the end sale of product they refer to SD. For a complete list of the current tiers and payments available to each Affiliate, view our Affiliate Commission Structure Chart here. 

, which is incorporated into and made a part of this Agreement by this reference.  

Earnings estimates and payments are subject to the same quality and compliance review processes as other payments made to Affiliates in this Agreement. They may be adjusted for accounting corrections, refunds, reversals, chargebacks, voided (partially or completely) orders, or otherwise corrected to match what has been approved and paid by SD. In the event of an overpayment, SD reserves the right to request a refund or repayment of the overpayment, and the Affiliate agrees to comply. Affiliate hereby agrees to repay the overage back to SD in the event of an adjustment. 

SD holds the right to adjust the Affiliate Network program payment structure indicated above, such as, but not limited to - commission tier levels, earning payment % thresholds, etc. In addition, SD reserves the right to amend, modify, or discontinue any Affiliate program payment structure at any time upon thirty (30) days’ advance notice to all Affiliates. Any earned and validated revenue not subject to the adjustments indicated in Section 14.b. above, prior to any notice to amend, modify, or discontinue any Affiliate program structure, will be paid to the Affiliate if the Affiliate is abiding by these Terms and Conditions. 

For reasons of security and privacy for all parties, SD shares limited information about the details and performance of referred Affiliate accounts and will only disclose information that, in its sole discretion, deems relevant for describing the success and estimated earnings of those who were referred, subject to the Privacy Policy.  

Change in the Terms and Conditions 

SD reserves the right to change any of the Terms and Conditions of this Agreement at any time. Except as provided in Sections 14 (modifications to Affiliate Compensation) and 20 (the arbitration agreement), amendments shall be effective upon notice given to Affiliate by email to Affiliate’s email address on file. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendments. It is up to the Affiliate to regularly review the Terms and Conditions to make sure that the Affiliate is abiding by all the said Terms and Conditions. If Affiliate does not agree to any amendments, Affiliate’s sole recourse is to cancel the Agreement. The foregoing provision regarding amendments to the Agreement does NOT apply to SD’s ability to modify Affiliate Compensation at Section 14, as indicated, or the Individual Arbitration Agreement at Section 20, which can only be amended as provided therein via mutual consent. 

Promotional Advertisements 

Any and all promotional offers provided in the Network, by SD, whether contests, additional payouts, tier levels, reward programs, limited time offers, online and offline promotions, referral programs, email offers, bonuses, convention related materials, etc., unless they are signed IO's, from both the Affiliate and SD, Affiliates understand and abide that SD has the right to modify these terms and payout conditions. It is understood that SD cannot be held liable for any incorrect advertising, or non-specific promotions, or payouts of any kind. In addition, SD will do its best to make sure all payouts are accurate in the system for all third-party programs or any program offered exclusively by SD, but in the event there is a miscalculation, incorrect payout, regardless if a promotional, or standard payout, and regardless for the reason, whether due to automations, human error, or outside sources, SD will not honor any payout discrepancies and it is up to the Affiliate to confirm with the Affiliate manager any payout listed or otherwise advertised for any program prior to any media launch, or otherwise use of the Link. 

Verbal and Written Communications 

The SD Terms and Conditions supersede any communications provided by any employees or contractors that work for or on behalf of SD.  

Waiver 

Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach. 

Severability 

If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of Affiliate against SD shall not constitute a defense to SD’s enforcement of any term or provision of the Agreement. 

Dispute Resolution – Individual Arbitration Agreement 

While we certainly hope that we never have a dispute with an Affiliate, if the unfortunate circumstance arises that we have a dispute that arises from or relates to any of SD’s products or services, or the Affiliate Program, Affiliate agrees that we will first seek to resolve the dispute informally. In the event of a dispute, the complaining party agrees that it shall notify the other party of the dispute within ninety (90) days from which the complaining party first learns of the dispute. Such notice (the “Dispute Notice”) shall be sent by email. If to SD, the Dispute Notice shall be sent to order@support.mytrulyessential.com (a “Dispute Notice”). If to Affiliate, SD shall send the Dispute Notice to Affiliate’s email address on file. The Dispute Notice must include a detailed description of all facts that the party submitting the Dispute Notice believes support such party’s claim and a statement indicating what the complaining party believes is a fair resolution to the dispute. If the parties do not successfully resolve the dispute informally within sixty (60) days from the date on which the Dispute Notice is sent, the parties agree that subject to the exceptions listed below, all disputes (including questions whether a dispute is subject to arbitration) will be resolved through binding arbitration. 

All arbitration proceedings will be held in Oakland County, State of Michigan or, if the value of the relief sought is $5,000 or less, the arbitration shall be conducted based solely on written submissions, unless either party requests an in-person, telephonic, or videoconference hearing or the arbitrator decides that a hearing is necessary. In cases where an in-person hearing is held, either party may attend by telephone or video conference unless the arbitrator requires otherwise. The Arbitration shall be administered by the American Arbitration Association, pursuant to its Consumer Arbitration Rules, available here. Arbitration shall be governed by the Federal Arbitration Act and the law of the State of Michigan. 

The parties shall each be responsible for paying their respective filing fees and shall split the arbitrator’s fees equally unless the value of the relief sought by Affiliate is $5,000 or less. If the value of the relief sought by Affiliate is $5,000 or less, at Affiliate’s request, SD will pay all of the filing, administrative, and arbitrator’s fees associated with the Arbitration. 

Disputes not subject to this arbitration provision are: 

Action to enforce an arbitration award or order. Either party may bring an action in a court properly vested with jurisdiction to enforce an arbitration award or order.  

Actions for emergency equitable relief. Either party may apply to any court having jurisdiction for a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect its intellectual property rights.  

Claims that are within the jurisdictional limit of the small claims court in jurisdiction in which the Affiliate resides. Notwithstanding any other provision herein to the contrary, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply. 

Notwithstanding anything to the contrary in the Agreement, any amendment by SD to this Individual Arbitration Agreement shall take effect only upon Affiliate’s express agreement to such amendment. Affiliate may indicate agreement to such proposed amendment by following the instructions accompanying the proposed amendment. SD may terminate the Agreement of Affiliate if Affiliate does not agree to a proposed amendment to the  Individual Arbitration Agreement within thirty (30) days after notice of the amendment is provided. Any such amendment shall apply to all claims or other disputes between the parties that is brought by Affiliate or SD on or after the effective date of the amendment, regardless of the date of occurrence or accrual of any facts underlying such claims or disputes. 

Class Action Waiver 

All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis.  

Governing Law 

The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these Terms & Conditions, the law of the State of Michigan, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply. 

Damage Waiver 

In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages.  

Headings and Titles 

The headings and titles used in this Agreement are included for convenience only and shall not limit or otherwise affect the terms and conditions of this Agreement.