Effective Date: 10/3/2024  

Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the Ritual Affiliate Program (the "Affiliate Program"). This Agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted (“Affiliate”, "you" and "your") and Natals, Inc. dba Ritual (“Ritual” and “we” and “us” and “our”). Affiliate and Ritual may also be referred to herein as the “Party” individually or collectively the “Parties”.  By submitting the Application, you hereby accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon Ritual’s acceptance of your Application, and your participation as an Affiliate in the Affiliate Program. 

RECITALS

WHEREAS, Ritual has established an Affiliate Program for the purpose of (i) allowing Affiliates to advertise and promote Ritual products on their website consistent with the terms of this Agreement, (ii) establishing links from an Affiliate's website to Ritual.com for the purpose of allowing users of an Affiliate’s website to purchase products from Ritual; and 

WHEREAS, you desire to be accepted by Ritual as an Affiliate in the Affiliate Program, and to advertise and promote Ritual products on your website and to allow users of your website to link to Ritual.com for the purpose of purchasing Ritual products, among other things and, upon its acceptance of your Application, Ritual desires you to be a part of is Affiliate Program; 

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:

1 Incorporation of Preamble and Recitals

The above preamble and recitals are incorporated by reference in, and made part of, this Agreement.

2 Enrollment in the Affiliate Program

To enroll in the Affiliate Program, you must submit a complete Affiliate Program Application, at which time Ritual will evaluate your application and will notify you of its acceptance or rejection of you as an Affiliate. Ritual may reject your application for any reason or for no reason in its sole discretion. Ritual may also reject your application if it determines, in its sole discretion, that your website includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, objectionable, or in any way it deems is not appropriately or adequately aligned with the Ritual brand or its values. 

3 Spyware

We will refuse all applications from Affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. In addition, we reserve the right to research and investigate Affiliates and their website activities at any time and, at our own discretion, to determine whether or not these practices are in, or have been put into, place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program and will earn only valid commissions through the date of termination..

4 Links

As an Affiliate, Ritual will make available to you, via Aspire.com a variety of graphic and textual images approved by Ritual (the "Images") that serve to identify your website as a member of the Affiliate Program and will establish links from your website to Ritual.com (the "Links"). You shall cooperate fully with Ritual in identifying your website as a member of the Affiliate Program and establishing and maintaining Links. Ritual may discontinue use of, or replace Images, at any time and from time to time in its sole discretion. Upon request by Ritual, you shall remove any Image from your website and replace it with a new Image provided by Ritual. All Links must be displayed prominently in relevant sections of your website. Links may be modified or expanded from time to time upon written agreement between you and Ritual, however, the banner link code cannot at any time be modified by the Affiliate, and doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your website to an area of the Ritual.com will in no way alter the look, feel, or functionality of  Ritual.com. Ritual may monitor your website at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.  Ritual’ banners and Links may not be placed in search engines, unsolicited emails or email blasts, or paid online advertising.  Links may not be used with the intent to direct users to any other site other than Ritual.com.  We also disallow any masking of your URLs, making it appear as though your Link is our Ritual.com.

5 Cookies

The Affiliate Program cookie will be set within Aspire (our third party affiliate marketing platform provider) for a period as indicated by Ritual.  Orders placed after the time such Links are clicked will not result in a commissionable sale. Ritual is not responsible for any tracking issues known or caused through either a natural or unknown technical issue suffered by and from Aspire or through the Affiliate’s website or the Affiliate’s misplacement or misuse of tracking codes.  

6 Affiliate Advertisements and Links

All appropriate Affiliate media including your Affiliate tracking identification number will be generated through Aspire. 

Ritual disallows any and all brand bidding on our trademarks by Affiliates, our company (Ritual or Ritual) name, and our domain names, including any misspellings.  Affiliates may not use the term "Ritual”, “Ritual" or any of its trademarks in any variation in their site URL. Affiliates may not  promote coupons that were not provided to them personally by Ritual. You may not promote coupon codes you may have found elsewhere online. Doing so may result in the immediate termination of your Affiliate account by Ritual and withholding of invalid commissions for violating our Affiliate Agreement. 

Affiliates may not host or promote "coupon stacking" websites where customers may combine coupons to receive additional discounts.  

7 Disclosing Connection to Ritual

When blogging or posting about Ritual’ products or services, Affiliate must clearly disclose its “material connection” with Ritual, including the fact that Affiliate was provided with certain experiences or is being paid for being a part of the Affiliate Program. “Material connections” may be defined as any connection between the Affiliate and Ritual that could affect the credibility consumers give to that Affiliate’s statements. Other important examples of “material connections” include benefits or incentives, such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges provided by Ritual to an Affiliate (if any). To disclose the material connection, Affiliate may provide it  in a description such as “Ritual provided me with a free month of Essential for Women and …” or with a hashtag such as #sponsored, #paid or #ad.

8 Maintain Clear and Prominent Disclosure

The above disclosure should be made in close proximity to any statements that the Affiliate makes about Ritual’ products or services. This disclosure should be clear and prominent enough for consumers to view it when they are reading Affiliate’s posts. The consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., X), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (the latter of which preferably at the beginning of the post). If an Instagram post makes an endorsement through the picture or the first three lines of the description, any required disclosure should be presented without having to click “more.”

9 Product Claims ⠀ Affiliate agrees to avoid the following in their description when posting about Ritual:

Do not say anything that would suggest our products cure, mitigate, treat or prevent specific diseases in any way, including by name, by symptoms or express or implied.

Do not mention the names of diseases or medical conditions, including but not limited to heart disease, cancer, cystic acne, diabetes, cold/flu, osteoporosis, hypertension, and premenstrual dysphoric disorder.

Do not allude to symptoms of diseases or medical conditions, including but not limited to sniffles for colds/flu, cholesterol reduction for heart disease, fewer skin blemishes for acne, joint stiffness and pain for arthritis. For additional guidelines on what to avoid saying about Ritual’ products and the types of claims that can be supported and said, please review Appendix A to this Affiliate Agreement entitled “Affiliate Regulatory Guidelines” (“Guidelines”).   Affiliate agrees to use best efforts to follow Guidelines. 

10 Ritual’s Obligations

Ritual shall be responsible for providing the information necessary to allow you to make appropriate Links from your website to Ritual.com. Ritual shall process all valid orders and returns (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your website to Ritual.com.

11 Affiliate's Obligations

You will be solely responsible for the development, operation and maintenance of your website and for all materials that appear on your website, including, without limitation: the technical operation of your website and all related equipment; the accuracy, truthfulness and appropriateness of materials posted on your website; ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that materials posted on your website are not libelous, defamatory, misleading, false, deceptive, harmful, threatening, obscene, harassing, discriminatory or unlawful.   

You agree to keep your Application updated with current and accurate information.  You agree to pay and be responsible for all costs and expenses you may incur in connection with the Affiliate Program or your performance under this Agreement.  Ritual is not obligated to make any representations, warranties or other statements concerning you, your website, any of your products or services, or your website policies.

12 Commissions

Affiliate shall receive a commission equal to 40% of the “Net Revenues” from new customers of Ritual through Affiliate’s Links.  “Net Revenues” shall mean the amount of revenue actually collected by Ritual from product sales from new customers of Ritual through Affiliate’s Links, less all returns, refunds, chargebacks and fees, bad debt, cancels and declines (collectively, “Revenue Offsets”) incurred by Ritual in connection with applicable product sales, and will not include payments received in respect of shipping and handling. No commissions shall be paid on any purchase which is not a Qualifying Purchase, for product that is returned for any reason,  for which Ritual is unable to collect the purchase price of the product, or that constitutes a fraudulent purchase. Commissions will not be due to Affiliate for orders attributable to another Affiliate or orders made for Affiliate’s own personal use.  Commissions will be paid only on orders from new customers of Ritual through Affiliate’s Links received during the Term (as defined below) of this Agreement. Only one commission payment is applicable for a Qualifying Purchase.

13 Payment of Commissions

Aspire.com handles the processing of payment to Affiliates of commissions. Please visit Aspire.com for more information regarding timing of commission payments. 

14 Policies and Ownership of Customer Data

Purchases of our products through the Affiliate Program are customers of Ritual. Accordingly, all of Ritual’ policies, including its Terms of Service, Privacy Policy and Returns Policy, shall, and operating procedures concerning customer orders and service apply. Ritual reserves the right to change prices of products at any time and from time to time as well as its product offering.

You understand and agree that Ritual shall be the sole owner of customer information as well as any and all data and information Ritual (or its representatives) obtains or gathers from, or in connection with, customers visiting or transacting business on Ritual.com, including without limitation, all transaction, usage and preference data.

15 Publicity

You shall not create, publish, distribute, or permit any written material not provided by Ritual that makes reference to Ritual or the Affiliate Program without first submitting such material to Ritual and receiving its written consent, as determined by Ritual in its sole discretion.

16 Licenses and Intellectual Property

During the Term of this Agreement, Ritual grants you a limited, non-exclusive, non-transferable, revocable right to (i) access through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use Ritual’ trademark and logo and similar identifying material relating to it (but only in the form(s) that they appear on Ritual/Aspire.com pages) (collectively, the "Licensed Materials"), for the sole purpose of promoting Ritual’ products on your website. You may not copy (except as expressly set forth in this Agreement), distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Ritual may revoke your license at any time by giving you written notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Ritual  only.

Notwithstanding the foregoing, Affiliate acknowledges, understands and agrees that: (a) Ritual shall retain all intellectual property rights to Ritual’ products, and all of its know how, trademarks, trade names, logos, trade secrets or other intellectual property rights (“Ritual’ Intellectual Property Rights”), (b) Ritual shall retain all ownership and intellectual property rights to any of its marketing materials; (c) Affiliate shall not acquire any ownership interest in any of Ritual’ Intellectual Property Rights or marketing materials; and (d) any goodwill derived from the use of Ritual’ Intellectual Property Rights or marketing materials inures to the benefit of Ritual. 

You shall not make any specific use of any Licensed Materials for purposes other than promoting Ritual’ products on your website during the Term of this Agreement. You agree not to use the Licensed Materials in any manner that is unlawful or potentially harmful to Ritual, including without limitation that is misleading, deceptive or disparages Ritual, the Affiliate Program or its products or services or that otherwise portrays Ritual, in its sole discretion, in a negative light or as inconsistent with its values.  You agree not to challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. 

You grant to Ritual a non-exclusive, royalty-free license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks") to advertise, market, promote, and publicize in any manner your participation in the Affiliate Program.. Notwithstanding the foregoing, Ritual is not obligated to advertise, market, promote, or publicize your participation in the Affiliate Program, the existence of the Affiliate Program, or any other aspect of the Affiliate Program.

The licenses granted hereunder shall run concurrently with the Term of this Agreement.

17 Term and Termination

The term of this Agreement (“Term”) will begin as of the date Ritual notifies you that Ritual has accepted you as an Affiliate and will end when terminated by either party. Either you or Ritual may immediately terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

18 Modification

Ritual may modify this Agreement at any time in its sole discretion.  Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.

19 Relationship of Parties

You and Ritual are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of Ritual. You may not make any statement, whether on your website or otherwise, that contradicts anything contained in this section.

20 Disclaimers

⠀Ritual makes no express or implied warranties or representations with respect to the Affiliate Program, Ritual, or any of its products, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Ritual makes no representation that the operation of your website will be uninterrupted or error free, and Ritual shall not be liable for the consequences of any interruptions or errors.

21 Representations and Warranties

You hereby represent and warrant that; (a) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (b) The execution, delivery, and performance by you of this Agreement does not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

22 Limitation of Liability

NATALS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY NATALS HEREOF SHALL BE TO TERMINATE THIS AGREEMENT.

23 Indemnification

You shall indemnify and hold harmless Ritual and its affiliates, subsidiaries, agents, representatives,  directors, officers, owners, members, managers, and employees, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses"), based on Affiliate’s breach of this Agreement or services performed hereunder.

24 Agreement to Arbitrate

Affiliate and Ritual mutually agree that any claim or dispute between the arising from or relating to this Agreement, in which either Party seeks more than $10,000, and which cannot be resolved by negotiation, shall be submitted to binding individual arbitration before a single arbitrator pursuant to the Rules and Procedures of JAMS.  The Rules and Procedures of James are available at www.jamsadr.org.  By agreeing to arbitrate, the Parties expressly waive their respective rights to a trial by jury.   a. In the event JAMS is unwilling or unable to hear the dispute, the Parties shall agree to, or an appropriate court shall select, another arbitration provider. Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in Los Angeles, CA, although either Party may elect to participate in the arbitration by telephone. Each Party shall be responsible for its own attorneys’ fees. Responsibility for all other arbitration fees and costs, including filing fees, shall be apportioned in accordance with the Rules and Procedures of JAMS.

b. Although this agreement to arbitrate is made and entered into between the Affiliate and Ritual, Ritual’ affiliates, subsidiaries, agents, representatives, directors, officers, owners, members, managers, and employees (“Related Parties”) are intended third-party beneficiaries of the Agreement, including this agreement to arbitrate. c. This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity, or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either Party wishes to initiate arbitration, the initiating Party must notify the other Party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The Parties shall be entitled to the discovery rights and procedures set forth in the Rules and Procedures of JAMS.  The Parties shall be entitled to file dispositive motions in accordance with the Rules and Procedures of JAMS. The decision of the arbitrator shall be final and binding on the Parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.

25 Class Action Waiver

Affiliate waives her or his right to have any dispute or claim brought, heard, or arbitrated as a class or collective action and the Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class or collective action. Notwithstanding any other provision in this Agreement, the Parties agree that any claim or contention that all or part of this class action waiver is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator. 

26 Venue

Affiliate and Ritual agree that the exclusive venue for any court proceedings, including actions for injunctive relief or judicial enforcement of an arbitration award, shall be the U.S. District Court for the Central District of Delaware, or state courts residing in Delaware.  Affiliate and Ritual consent to personal jurisdiction in such courts and waive any objections to venue, jurisdiction or forum that may otherwise be available to either party. [Venue and forum for Affiliates who are residents of Louisiana shall be determined pursuant to Louisiana law]. 

27 Severability

All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction.

28 Notices

Unless otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be in writing and shall be deemed delivered to the other Party (i) upon personal delivery or delivery by professional courier; (ii) when sent by confirmed facsimile or electronic mail; or (iii) if mailed by registered, certified or express mail to Ritual at 1370 N St. Andrews Pl, Los Angeles, CA 90028 or to Affiliate at the current address on file provided by Affiliate to Ritual. If by mail, delivery shall be deemed effective by the date shown on the return receipt or if there is no receipt three (3) days after the date of mailing. 

29 Assignment

Affiliate may not assign this Agreement to any third party without Ritual’ prior written consent.  

APPENDIX A

AFFILIATE REGULATORY GUIDELINES OF NATALS, INC. DBA RITUAL

Overall Brand Guidelines

• Don’t say anything that would suggest our product cures or prevents specific diseases by name and/or symptoms
• Don’t attribute improved/enhanced hair, skin, nails, mood, energy, hormone levels, etc. to Ritual products
• Don’t use the words “natural”, “healthy”, “pure”, or “proven” in relation to the products themselves
• Don’t use phrases like “make you healthy” or “improves health” 
• Don’t promise that Ritual will fix nutrient deficiencies. Instead, use “Ritual multivitamins are formulated to help fill key nutrient gaps in the diet”
• Avoid all-encompassing words like “all”, “every”, “nothing, “none” or “everything”
• Don’t say or refer to nausea - instead, use “upset stomach”. 
• Avoid making “you” statements - use “I” or speak from personal experience (i.e. “It doesn’t upset MY stomach” or “it’s easy on THE stomach”
• When speaking to a substantiated benefit use a “ * ” after your statement followed by this disclaimer at the bottom of the content: “* These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease”
• Must disclose affiliate relationships within all content.

Multivitamin Guidelines

• USP verification and the clinical study can only be referenced in relation to Essential for Women 18+
• Non-GMO Project Verified can only be referenced for Ritual teen/adult multivitamins. 

Pre/Post Pregnancy Guidelines

• Avoid claims directly about “baby”
• Don’t attribute improved/enhanced hair, skin, nails, mood, energy, or hormone levels, etc. to Ritual products

Fertility Support Guidelines

• Don’t speak to infertility, or any medical diagnosis
• Anything that would directly imply that taking Fertility Support will result in a pregnancy. 
• Don’t suggest that Fertility Support is a “miracle” like: “Fertility Support is the cure to / will get rid of [any condition]  / will single-handedly get me pregnant”
• Even if PCOS, miscarriage were obstacles to getting pregnant in the past, do not imply that the product with “fix” or rectify PCOS or pregnancy loss
• If you are sharing that you’ve taken other products before, do not call them out by name; instead share the type of supplement generally (e.g. I’ve been taking a fertility blend from another brand; I’ve been taking CoQ10 along with my Prenatal, etc) 

Synbiotic+ Guidelines

• Do not say that this product helps with any medical diagnosis such as leaky gut, IBS, or constipation
• Digestive claims require specific wording and the mention of relevant ingredient(s). For example, “The probiotics help with relief of mild and occasional digestive discomforts like gas, bloating and diarrhea.*” 

Protein Guidelines

• While the peas in the protein are organic, we cannot state or insinuate that the entire product is certified organic - avoid the word “organic” all together
• If you mention that the protein is “sugar free” you must include the following disclaimer “†Not a reduced calorie food”. 
• All protein SKUs are Clean Label Project Certified 
• Avoid claims speaking to the product as a “meal”/”meal replacement”, the product can be discussed as a snack
• Avoid claims speaking to the product as help for “weight loss”/”loss of appetite”

HyaCera Guidelines

• Speaking to Benefits:
  • Cannot speak to one part of your face/body -or- point to a part of your face/body
    • Look at my face now
    • Look at my skin, see there are less wrinkles
  • Cannot speak to HyaCera™ as a “cure” or “miracle”
    • HyaCera™ is the cure to wrinkles
    • HyaCera™ got rid of my wrinkles and fine lines
    • HyaCera™ removes wrinkles
    • HyaCera™ makes everything so much more moisturized
    • HyaCera™ has improved my skin 
  • Cannot describe it as “hydrating” AND “moisturizing” in the same sentence. Must choose only one.
• Visual Reminders:
  • Cannot zoom in on the face or the body
  • Keep it natural, avoid makeup
  • No Before and afters (Everyone’s skincare routine and lifestyle is different, that’s why we cannot share before/after imagery or videos for content)

Sleep BioSeries™ Melatonin Guidelines

• Any mention of “All Night Sleep Support”† must be accompanied by the disclaimer defining all night as 6 hours:
  • †6 hour release

Stress Relief Guidelines

• Any mention of “All Day Support/through the day support”† must be accompanied by the disclaimer defining all day as 8 hours:
  • †8 hour release
• Do not refer to this product as a solution to chronic stress or for chronic stress

⠀