This Operating Agreement contains the complete terms and conditions between you and Nativa Yerba Mate Inc concerning your application and participation as an affiliate in the Nativa Affiliate Program ("Program") and the establishment of links from your web site to the Nativa Yerba Mate products located at http://www.nativayerbamate.com.

As used in this agreement, the term "you" or "your" refers to you (the applicant), and "sponsoring Web site" refers to the Web site from which you will link to Nativa Yerba Mate Inc. Wherever the agreement refers to "we," "us" or "our" it means Nativa Yerba Mate Inc.

Nativa Yerba Mate Inc is located at PO Box 16467, Saint Paul, Minnesota.

Qualifications for Acceptance

In order to be accepted into the Program, you must meet ALL of the following requirements:

1. You must be at least 18 years old (or older if required in your local jurisdiction)

2. You must have your own web site or newsletter.

3. Your web site must be suitable for the Program. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including but not limited to inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us.

4. You promise to promote the Program in an ethical way and in full compliance with the terms and conditions contained in this agreement and within the standards of the affiliate marketing industry.

Enrollment in the Program

To begin the enrollment process, you must first read and acknowledge your acceptance of this agreement, then submit a completed application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection as an Affiliate. If we reject your application, you may reapply to the Program if you believe that you have corrected the problems that were the cause of your rejection.

Privacy Policy

We respect the privacy of our visitors, subscribers, customers and affiliates. We will post a privacy policy on our site. We will also protect the privacy of our affiliates. No information obtained through either your application or participation in the Program will ever be used for any purpose other than the proper administration of the Program, including tax reporting, etc. Otherwise we will never give your personal information to anyone outside of our organization unless required by law or under the advice of our legal advisors.

By accepting this agreement you hereby grant us the right to send you emails for the purpose of informing you of changes to the Program, special offers to affiliates, contests or bonuses for affiliates, or other legitimate Program connected reasons. Should you decide to opt-out of future mailings you can contact us. However you understand and agree that should you opt-out of these future mailings you will be obligated to inspect our site in order to be aware of changes to the Program. Your continued participation in the Program will constitute your acceptance of any such future changes.

Real-time statistics are not available. If you wish to know your balance you must contact us. Commission checks are subject to a $25 minimum, and Commission Reports are run Quarterly once the first check has been accrued.

Commissions and Tracking

Nativa Yerba Mate Inc will pay you 10% commission on purchase subtotals, subject to the terms set out in #3 below, that is made by someone referred from your site. These commissions will accrue on the purchases of that customer for one year.

Please note that you cannot place or ship orders for customers using your own billing or shipping information. They can call us if they wish to order by phone, and name you as the Affiliate.

In order for a sale to qualify for a commission it must meet all of the following requirements:

1. The customer must have been sent to our site via one of the coded links you were given when you were approved for the Program.

2. They must have been tracked by our system. If the visitors got to our site via multiple affiliate links, the last referring affiliate will receive the commission.

3. The customer must order one or more products, take delivery, and make payment in full. Any cancellations, returns, bad checks, credit card fraud, taxes, shipping, handling, or other similar items will not be commissionable.

Commission Payments

Commissions will be paid quarterly to all affiliates with a balance due of at least $25. Should your balance be less than $25 it will be rolled over until such time as it reaches this amount. Payments will be sent within 25 days of the close of the previous calendar quarter to the name and address currently on record for your account.

You are responsible for informing us of any changes to your account information. Should you later inform us that payment was not received due to your failure to notify us of a change in a timely fashion you will be responsible for any charges or costs necessary to rectify the problem.

In the event of a return, credit, etc. the commission on said transaction will be deducted from your balance due. Should you not have a sufficient balance to cover the amount due back to us the excess amount will be due and payable to us immediately upon notification to you of the amount due. We reserve the right to withhold notification to allow your balance to cover the amount due, but we may still notify you at our discretion.

Commission payments are sent via U.S. checks.

Our Responsibilites

We will be responsible for all matters relating to the sale of our products and the service to our customers. Nativa Yerba Mate Inc will set all prices, handle shipping, and accept payments for all orders.

We will provide you with coded links and graphics to assist you in your efforts to send your visitors to us and to convert them into paying customers.

We will be solely responsible for tracking and reporting sales and commissions. Sales statistics are currently available only upon request.

We will make timely payments to you as provided herein.

We will operate within the laws of all applicable jurisdictions.

Your Responsibilities

You will display our text and/or graphic links on your pages to encourage your visitors to become customers of Nativa Yerba Mate Inc.

You are solely responsible for ensuring that your site complies with all applicable copyright and other laws.

You will not violate any provision of this agreement, including but not limited to our strict prohibition against the use of SPAM.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site including maintenance of any and all links to the Hidden Solutions products.

You will indemnify and hold us harmless from all claims, judgments, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

You are solely responsible for any taxes due as a result of any commissions earned by you hereunder. This includes federal, state and local income taxes, self-employment taxes, unemployment insurance, state disability, social security, or any other payments owed to government entities.

Spam Policy

Spam, for the purposes of this agreement, shall be defined as unsolicited commercial email sent to third parties with whom you have no existing relationship or permission to send email for the purpose of promoting or generating business or traffic, especially bulk email. This includes posting in newsgroups, forums, etc. where they do not specifically allow commercial posts.

We have a zero tolerance for spam. If you are not sure if something constitutes spam, do not do it. Anyone caught using spam to promote your links to our site or traffic to a web site that includes a link to our site will be grounds for immediate termination for cause. Ask us if you have a question about the use of email.

If you are caught spamming your affiliation will be terminated, and you agree to forfeit any commissions due, in addition to any other liabilities for damages, costs, attorneys fees, etc.

We will not use spam in the promotion of our business.

Relationship of Parties

You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf and you will not make any statement, whether on your site or otherwise, to the contrary.

Modifications

We must reserve the right to change any of the terms and conditions in this agreement, at any time and in our sole discretion, in order to adjust to changing business conditions. However it is our intention to maintain the Program as is for as long as possible, and we will not make any material, substantive changes unless they are in good faith and not without first giving you at least 7 days written notice to your email address of record. We will also post changes here on the web site.

Should you not agree with any changes your only option will be to terminate your participation in the Program and remove all links to our site. Your continued participation in the Program shall constitute your binding acceptance of the change(s). You may decide not to continue active participation in the program and keep your second tier commissions on future sales subject to the terms and conditions in place at the time they are initiated (see below).

No changes will ever be made retroactive.

Term & Termination

The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

You are only eligible to earn commissions for sales that are initiated during the term hereof and subsequently complete all of the requirements as set forth under Commissions and Tracking above. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

If you are terminated for cause, which means you have violated a material clause in this agreement (ie. Spamming, etc.) then you will forfeit any unpaid commissions, forever. You will additionally be subject to potential legal action for damages, costs, attorneys' fees, etc. We will notify you of the termination and the reason why you were terminated for cause.

If you are terminated without cause, or you notify us that you have terminated your own participation, but the Program continues in effect, you will no longer be eligible to earn commissions. Any commission still owed to you will be payable per the agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Should the final payment be less than the minimum, then that payment will be paid to you less an accounting/administrative fee of $5.

Limited License

We hereby grant you a non-exclusive, non-transferable, revocable right to use our logos, trademarks, trade names, and similar identifying materials in your effort to promote us pursuant to this agreement and during the term thereof as they appear in the banners supplied by us to you.

You may not alter, change, or modify the materials in any way.

You agree not to use the materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the materials and may revoke your license at any time.

You hereby grant to us a non-exclusive license to utilize your names, titles, and logos to advertise, market, promote, and publicize in any manner our relationship hereunder; provided, however, that we shall not be required to do so. This license shall terminate immediately upon termination of this agreement.

Indemnification

You hereby agree to indemnify and hold harmless Nativa Yerba Mate Inc and its directors, officers, employees, agents, shareholders, partners, members, and other owners, 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") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any breach of a covenant and agreement made by you herein, or (ii) any claim related to your site, including, without limitation, content therein not attributable to us.

Independent Investigation

You acknowledge that you have read this entire agreement and that you agree to all of its terms and conditions. You understand that we may at any time, directly or indirectly, engage in similar arrangements with other sites that are on terms that may differ from those contained herein, or we may operate web sites that are similar to or compete with your web site.

You have independently evaluated the desirability of participating in our Program and are not relying on any representation, statement or promise other than as set forth in this agreement.

Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent which shall not be unreasonably withheld. We will not assign this agreement unless to change names or to complete a sale or merger to an entity that is capable of performing the assigned obligations. Subject to said restrictions, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

Limitation of Liability

NATIVA YERBA MATE INC WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF THE NATIVA YERBA MATE OPERATED WEBSITES OR PRODUCTS, REGARDLESS OF WHETHER NATIVA YERBA MATE INC WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE. FURTHER, NATIVA YERBA MATE INC AGGREGATE LIABILITY WITH RESPECT TO THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF COMMISSIONS PAYABLE TO YOU UNDER THIS AGREEMENT. NATIVA YERBA MATE INC MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE NATIVA YERBA MATE WEBSITES, OR THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, NATIVA YERBA MATE INC MAKES NO REPRESENTATION THAT THE OPERATION OF NATIVA YERBA MATE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE AND NATIVA YERBA MATE INC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

General Provisions

a. In its performance of this Agreement and in the operation of each party's respective web sites, you and we each will comply with applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.

b. Any notices under this Agreement shall be given in writing. Notice may be given by electronic mail and will be deemed delivered as given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notice sent via traditional means will be sent via certified mail, return receipt requested. Notices to Nativa Yerba Mate, Inc will be sent to:

Nativa Yerba Mate, Inc
PO Box 16467
Saint Paul, Minnesota 55116
USA
Attention: Affiliate Program Manager

c. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

d. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in the Agreement are in addition to any other remedies that may be available at law or in equity.

e. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written Agreements regarding such subject matter and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

f. If any provision of this Agreement will be declared by any court competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Choice of Law and Venue

The laws of the United States, the State of Minnesota, and the County of Ramsey, Minnesota, will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of Minnesota, and the County of Ramsey, Minnesota, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Informed Assent

By submitting the Affiliate enrollment form and accepting this Agreement, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.