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Affiliate Agreement


THIS NON-EXCLUSIVE AFFILIATE AGREEMENT (“Agreement”) by and between Healthy Trends, LLC, a Florida limited liability company (the “Company”), and the individual or entity (“Affiliate”) which acknowledges acceptance by clicking “I Accept” as stated below, both Company and Affiliate being referred to as “Party” and, collectively, the “Parties”).


The Parties agree as follows:

  1. Purpose of Agreement. The Company is in the business of manufacturing, developing, marketing, distributing, and selling various dietary supplements. Under the terms of this Agreement, Affiliate will serve as a non-exclusive, independent contractor sales representative for the Company for the particular products described in Exhibit A (the “Product” or “Products”) incorporated herein. Affiliate shall devote such time and attention as Affiliate feels is necessary to perform the marketing services contemplated hereunder during the Term of this Agreement. Company reserves the exclusive right to contract with other sales representatives regardless of location or proximity to Affiliate and to sell the Products itself regardless of location or proximity to Affiliate.

  2. Additional Products. The Company may amend Exhibit A at any time to include removal of products and additional products, and such additional products will thereafter be considered “Products” within the meaning, and subject to the terms, of this Agreement. Additional products may be added, or products removed by the Company through e-mail correspondence.

  3. Term; Termination. The term of this Agreement (the “Term”) shall be from the date of its execution and shall continue on a month-to-month basis, subject to termination by either Party on thirty (30) days prior written notice, which termination shall be immediately effective upon the expiration of the thirty (30) days period. The Company and Affiliate shall each have the right to immediately terminate this Agreement at any time if the other Party breaches any of the material terms or provisions of this Agreement and fails to cure such breach within ten (10) calendar days of receipt of written notice from the non-breaching Party. This Agreement shall automatically terminate upon the death or disability of Affiliate. Except in the event of termination for breach, upon termination of this Agreement, the Company shall be responsible for paying Affiliate Commissions (defined below) earned on amounts collected from Affiliate’s accounts within the Territory from Purchase Orders (defined below) accepted through the date of termination.

  4. Commissions Payable. Affiliate shall be paid a commission on sales attributed to Affiliate’s actions at the rate as described in Exhibit B.

  5. Marketing Materials. The Company may provide Affiliate with Product samples, marketing, and promotion materials that can be used to demonstrate and explain the Products, as the Company deems appropriate (collectively, the “Marketing Materials”). Upon termination or expiration of this Agreement, or at any time upon the request of the Company, Affiliate shall immediately return to the Company the Marketing Materials in Affiliate’s possession or control. Affiliate agrees that if the Company notifies Affiliate that the Company has changed its Marketing Materials, Affiliate shall promptly cease all use of the prior Marketing Materials. Affiliate further agrees to indemnify the Company from any and all claims and losses resulting from Affiliate’s failure to cease using such prior Marketing Materials.

  6. Obligations of Affiliate. During the Term, Affiliate shall:

    1. Use its best efforts to promote and market the Products to its customer base;

    2. Use best efforts in informing and directing customers purchasing Products from Company;

    3. Maintain the highest professional and ethical standards in all interactions, including all sales transactions with customers and Company;

    4. Maintain professionally reasonable and consistent communications with the Company as needed in a commercially reasonable manner;

    5. Use best efforts to instruct or train other team members in the fulfillment of their duties as it relates to the terms of this Agreement and transactions that occur hereunder;

    6. Accurately describe the business, Products, and affairs of the Company;

    7. Enter any Purchase Order for the Products promptly to the Company with the understanding that such orders will not be considered binding until expressly accepted by the Company;

    8. Offer the Products to accounts at such prices as shall be established from time-to-time by the Company within the Affiliate’s dashboard;

    9. Inform the Company of any operational difficulties being experienced or anticipated;

    10. Offer to the Company ideas of ways to improve and make effective the marketing activities; and

    11. Not use the Company’s name or any trade name used by the Company as part of Affiliate’s firm, trade, or corporate name without the express written consent of the Company.

  7. Final Approval Authority. All Purchase Orders solicited by Affiliate (including the terms thereof) for the Products shall be subject to final approval and acceptance by the Company, in its sole and absolute discretion. Affiliate is not authorized to enter into any binding contract or commitment as agent for the Company. Affiliate shall not offer discounts, markdowns, return authorizations or adjustments to accounts within the Territory without the prior consent of the Company.

  8. Expenses of Affiliate. Affiliate shall be solely responsible for the payment of all expenses incurred by it in discharging its responsibilities and obligations under this Agreement including, but not limited to, automobile and travel expenses, food, lodging, telephone expenses, occupational and business licenses, insurance, mailing, copying, etc.

  9. Independent Contractor. Affiliate shall be considered an independent contractor for all purposes and shall not be deemed to be an employee or agent of the Company for any reason. Affiliate shall have the general ability and right to determine the manner in which the services described herein shall be performed and shall not be required to adhere to any specific working hours. Affiliate shall accept full and exclusive liability and responsibility for the payment of any and all taxes, contributions or other sums payable for unemployment compensation or insurance and all age retirement benefits, as well as all other Federal, State and local income and payroll taxes payable by reason of Affiliate’s receipt of Commissions from the Company and for the preparation and filing of all related tax returns.

  10. Ownership and Confidentiality of Proprietary Information.

    1. Affiliate acknowledges and agrees that the Company has expended significant time and expense to develop the Products and unique marketing program by which the Products are to be sold. Affiliate acknowledges that in connection with its duties under this Agreement, Affiliate shall have access to, receive and be entrusted with what Affiliate and the Company acknowledge are trade secrets and confidential information that are the exclusive property of the Company. For purposes of this Agreement, “Confidential Information” means all information of any kind, type or nature (written, stored on magnetic or other media or oral) which at any time during the term of this Agreement is or has been compiled, prepared, devised, developed, designed, discovered, or otherwise learned of by Affiliate in connection with this Agreement, including, without limitation, (i) all contract terms, price lists, pricing information, sales presentations, marketing plans, trade secrets, methods, techniques, processes, and confidential trade knowledge and computer programs of the Company and/or its affiliates; (ii) any work product of the Company and/or its affiliates; (iii) prospective and current customers, licensors, licensees, service providers, vendors, and distributors of the Company and/or its affiliates; (iv) strategies, budgets, business plans, financial statements, projects, and other financial information of the Company and/or its affiliates; (v) know-how, financial, customer, demographic and other information concerning the methods of development and operation of the Company and/or its affiliates; (vi) research, development, designs, code, formulas, patterns, product formulations, compilations, devices, current, and proposed products, platforms, or services, marketing, promotions, sales, and other business plans of the Company and/or its affiliates; and (vii) information concerning the personal and/or business affairs of the Company’s executives, employees, officers, managers, members and directors. Notwithstanding the foregoing, any such information which is now or becomes known to the public other than by disclosure in violation of this Agreement or any similar confidentiality agreement shall not be deemed to be Confidential Information if it was: (1) previously known or available to Affiliate by or from a third party source who directly or indirectly did not violate any confidentiality obligation to the Company; or (2) obtainable by a reasonably diligent businessperson from trade publications or other readily available and public sources of information.

    2. Affiliate shall not, at any time from and after the date hereof and continuing after termination or expiration of this Agreement, directly or indirectly, disclose, reveal or permit access to all or any portion of the Confidential Information, or any tangible expressions or embodiments thereof (including any facilities, apparatus or equipment which embody or employ all or any portion of the Confidential Information), to any individual, corporation, limited liability company, partnership, trust or other entity (collectively, “Person”) without the written consent of the Company, except (i) to Affiliate’s legal counsel or accountants who have a “need to know” such information for the purpose of evaluating and/or enforcing Affiliate’s rights under this Agreement (provided that such legal counsel agrees to abide by the confidentiality provisions of this Agreement); and (ii) as required by law. In addition, Affiliate shall not publish, authorize or cause to be published or otherwise assist or cooperate in the preparation or presentation of, any book, blog, post, Tweet, article, interview, program or other production or publication of any kind, whether fiction or non-fiction (including, without limitation, by television, radio, newspaper or interactive media such as Facebook, Twitter or any other interactive social network or personal blog) that includes or makes use of any material or information that becomes available to Affiliate, whether or not related to this Agreement, concerning the Confidential Information and/or any executives, employees, officers, managers, members and directors of the Company or its affiliates.

    3. None of the covenants, agreements or actions taken by Affiliate in furtherance of its duties hereunder or otherwise shall in any way create, establish, or provide Affiliate or any other person or entity with any proprietary or other ownership rights with respect to any Confidential Information, or any actual or potential customer accounts, or relationships with accounts established pursuant hereto.

    4. Without the prior written consent of the Company, Affiliate shall not, directly or indirectly, use or exploit the Confidential Information at any time from and after the date hereof and after termination of this Agreement for any purpose. Any gain or profit of any kind or nature obtained or derived by Affiliate from the use or exploitation of the Confidential Information shall be held in trust by Affiliate for the express benefit of the Company and shall be remitted thereby to the Company, unless such use or exploitation did not violate the terms of this Agreement.

    5. Affiliate acknowledges and agrees that the uses of Confidential Information specifically prohibited hereunder include, without limitation, the following: (i) using any Confidential Information to induce or attempt to induce any Person who is either a customer, licensor, licensee, distributor, service provider, client or talent relationship of the Company or its affiliates or who was being actively solicited by the Company or its affiliates at any time during the Term of this Agreement, to cease doing business or not to commence doing business in whole or in part with the Company or its affiliates; or (ii) using any Confidential Information to solicit or assist in the solicitation of the business of any customer, licensor, licensee, distributor, service provider, client or talent relationship for any products or services competing with those products and services offered and sold by the Company or its affiliates at any time during which Affiliate provides service to the Company.

    6. In the event that Affiliate is legally requested or required to disclose any Confidential Information by process of law, Affiliate shall promptly notify the Company in writing of such request or requirement prior to disclosure so that the Company may seek an appropriate protective order and/or limit the scope of the disclosure.

    7. All records, files, drawings, documents, equipment, and other tangible items, wherever located, relating in any way to the Confidential Information or otherwise to the business of the Company or its affiliates, which Affiliate prepares, uses, or encounters, shall be and remain the Company’s sole and exclusive property and shall be included in the Confidential Information.

    8. Affiliate acknowledges and agrees that monetary damages may be insufficient in the event of a breach of this Section 12, and the Company may seek injunctive relief to enforce this Agreement without proof of actual damages or irreparable injury, the latter of which, Affiliate agrees is presumed in the event of such breach.

  11. Noncompetition; Interference with Business; Disparaging Statements. During the Term and for a period of two (2) years after the termination or expiration of this Agreement for any reason, Affiliate agrees that Affiliate will not, directly or indirectly, on Affiliate’s own behalf or as a partner, officer, director, member, manager, stockholder, employee, agent or consultant of any other person or entity, interfere with the Company’s business by inducing, persuading or attempting to persuade any accounts within the Territory to discontinue their business with the Company.

  12. Remedies. Affiliate acknowledges that if Affiliate breaches any of the provisions of Sections 12 or 13 of this Agreement, the Company will suffer irreparable harm for which monetary damages alone will not be a sufficient remedy, and that the Company shall be entitled to seek, through arbitration as provided in Section 20(c) or in a court of law or equity as provided in Section 20(b), injunctive relief, specific performance or any other form of equitable relief to remedy a breach or threatened breach of this Agreement by Affiliate and/or to enforce the provisions of this Agreement, in addition to any and all other remedies that the Company may have. The Company shall be entitled to recover from Affiliate any costs (including attorneys’ fees, costs, and expenses) incurred to enforce its rights or collect any amounts due to it hereunder.

  13. Right of Offset. The Company shall have the right to offset against any amounts due to Affiliate hereunder damages and reasonable costs (including attorneys’ fees, costs, expenses, interest, fines, and penalties) incurred by the Company upon a breach by Affiliate of any of Affiliate’s obligations hereunder or as a result of any other amounts owed by Affiliate to the Company (e.g., failure to pay for Products ordered by Affiliate for personal use). Any offset made in accordance with the provisions of this Section 15 shall be in addition to any other remedies the Company may have at law or in equity and shall be made by written notice from the Company to Affiliate stating the cause and the amount of the offset and may, at the option of the Company, be applied against any payment then or thereafter becoming due to Affiliate from the Company.

  14. Indemnification. Affiliate shall indemnify, hold harmless, and defend the Company and each of its officers, directors, members, managers, executives, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, resulting from the breach or non- fulfillment by Affiliate of any of its obligations hereunder, including without limitation the obligations set forth in Section 5(c) and Section 8(m).

  15. Return of Property. Upon the termination of this Agreement or whenever requested by the Company, Affiliate shall return to the Company all property of the Company and its affiliates in Affiliate’s possession or under Affiliate’s direct or indirect control, including, without limitation, all Confidential Information, notebooks and other materials, documents, diaries, calendars and data of or relating to the Company or any affiliate, whether printed, typed, written or on any source of computer media.

  16. Nondisparagement. During the Term of this Agreement and at all times thereafter, Affiliate shall not make any statement, written or verbal, to any party reasonably likely to be harmful or injurious to the goodwill, reputation or business standing of the Company or any of its members, managers, officers, directors, agents, employees or executives.

  17. Affiliate’s License Grant and Right of Publicity Release. Affiliate hereby grants to Company a royalty free, irrevocable, worldwide right and license to use photographs, testimonials, reviews, videos, trademarks, service marks, and such other materials (collectively, the “Affiliate Materials”) as may be requested by Company or provided or made available by Affiliate to Company including, but not limited to, Affiliate Materials featuring customers of the Products. Affiliate shall obtain from all customers or other individuals appearing in the Affiliate Materials written agreements, permission, or releases on forms to be supplied by Company. Affiliate shall provide copies of all such agreements, permissions, and releases (collectively, “Releases”) to Company promptly upon Company’s request for same. Affiliate shall indemnify, defend, and hold harmless Company from and against any and all claims, causes of actions, losses, liabilities, damages, costs, fees, and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) as a result of Affiliate’s failure to obtain any such Releases. Affiliate also acknowledges that Company may at times videotape, photograph, and otherwise reproduce via analog or digital means (collectively, “Recording(s)”) Affiliate’s image, likeness and/or voice, and Affiliate agrees that Company has the right to transfer and assign all rights associated with such recording, including without limitation the right of publicity. Affiliate agrees that Company and any assignee may use any Recording or Affiliate Material in any written material, images, video or website to advertise Company and/or its Products or its assignee’s business, without advance notice, and without right to compensation or accreditation.

  18. Miscellaneous.

    1. Notices. All notices and other communications given or made in connection with this Agreement shall be in writing and shall be deemed to have been given or made when given or made if such notice or communication is in writing and delivered personally, sent by commercial carrier or registered or certified mail (postage prepaid) or transmitted by electronic mail to the applicable Party at the addresses and numbers (or at such other addresses as shall be furnished by the Parties by like notice) as follows: (i) if to Affiliate, to the address and numbers provided in Affiliate’s account information; and (ii) if to the Company: ____________________________________________________________________________

    2. Governing Law; Venue. This Agreement shall be construed under and in accordance with the laws of the State of Florida without regards to any choice of law or conflicts of laws principles. Any suit, action, or proceeding arising out of or related to this Agreement shall be exclusively brought in the federal or state courts located in County of Hillsborough, State of Florida, and the Parties hereby forever waive any challenge to said courts’ exclusive personal jurisdiction and venue.

    3. Limitation on Liability. Notwithstanding anything in this Agreement to the contrary, in no event shall any of the Company’s aggregate liability for all claims, damages, lawsuits, losses and causes of action arising under or relating to this Agreement (whether in contract, tort, warranty or otherwise) exceed the sum of all monies paid or payable to Affiliate pursuant to this Agreement during the three (3) month period preceding the date that the most recent claim, damage, lawsuit, loss or cause of action arose.

    4. Severability. If any provision of this Agreement (other than a provision relating to any payment obligation) is held by the arbitrator or, if proper, a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.

    5. Binding Effect and Assignment. This Agreement binds and benefits the Parties and their respective permitted successors and assigns. Affiliate may not assign it rights or obligations under this Agreement to any third party without the prior written consent of the Company. The Company shall have the right to freely assign this Agreement.

    6. Waivers. The Parties may waive any provision of this Agreement only by a writing signed by the Party subject to such provision and intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy, or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and, except as expressly provided herein, remedies authorized in law or in equity.

    7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto, and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the Parties hereto, any legal or equitable rights hereunder.

    8. These Terms are subject to change by Company without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Modified Date" referenced on the Company website. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Modified Date" will constitute your acceptance of and agreement to such changes.


Exhibit A Products

  • Bulletproof Vitality For Her

  • Bulletproof Vitality For Him

  • Burn AM

  • Burn PM

  • EFA Hormone Optimizer

  • Intra (Varying flavors)

  • Pre Step 1 (Varying flavors)

  • Pre Step 2

  • Last Minute Cleanse

  • Sleep Multiplier

  • Test Storm

  • Vanilla Protein Blend

  • Done For You Meals


Commission Payment Schedule