Nirvana® Partner Network Agreement 

The following are the terms and conditions of participating in the Nirvana® Partner network.

"The Principal" refers to FGI d.o.o., the company that holds all the rights associated with Nirvana® and the Nirvana® Partner Network and is the owner of the website. Its registered office is at Strossmayerjeva 16, 1000 Ljubljana, Slovenia, E-mail: info@nirvana.fitness, Telephone: 00386 41 868 952.

"Nirvana® Partner Network” is an online sales platform provided by the Principal.

"Partner” or "Affiliate" is a physical or legal person that has approved access to the online Partner Network profile and shall promote Nirvana® Instructor trainings for a commission based on the rules set in this Agreement.

"Nirvana® Online Instructor training” is the Principal’s service offered at this website: https://nirvana.fitness/online-trainings.html.

"Nirvana® Combined Instructor training” is the Principal’s service offered at this website: https://nirvana.fitness/on-site-trainings.html.

Nirvana Partner Network profile is automatically available to all Nirvana Instructor course registrants. It will appear as a special section within the Nirvana Instructor Network profile to which all registrants receive access upon their registration.

Enrollment is possible also for individuals and companies registered by the Principal. They also receive access to the Partner Network profile. 

Enrollment without Principal company approval is not possible.

The fact that a Partner has been approved does not imply that the application will not be re-evaluated at a later time. The Principal may terminate the Partner Agreement at its sole discretion upon written notification.

The Partner agrees that the owners of the Nirvana Partner Network exclusively reserve the right and may, at any time and without notice and any liability, modify or discontinue this website and its services or delete the data the Partner provides, whether temporarily or permanently. The Principal shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy or improper delivery of any data or information.

The relationship between the Principal and the Partners established by this Agreement is that of independent contractors. The Principal and the Partners shall each conduct their respective business at their own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein. Term "Partner” or "Affiliate" shall not be interpreted as a legal Affiliate or affiliate but simply as an independent contractor for the Principal under this Agreement. 

Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Partners will have no authority to make or accept any offers or representations on the Principal's behalf. 

Partners earn direct sales commissions of their online sales of Nirvana online or combined instructor trainings.

The commissions are:

15 USD for the sale of the combined Nirvana instructor training (Basic package)

35 USD for the sale of a combined Nirvana instructor training (Premium package)

50 USD for the sale of the online Nirvana instructor training (Basic package)

90 USD for the sale of the online Nirvana instructor training (Premium package)

The commission is shown in the profile when the registration is complete and the payment has been received. In rare cases the Order can be cancelled – in such case the commission shall be deleted from the Partner's sales list.

Commissions can be modified based on the Principal’s sole discretion. The Partners will be notified minimum 14 days in advance.

Pay-outs take place fort the sales of the previous month until the 20th in the following month. They can be done based on an invoice (when a limit of the total of sales commissions in an amount of 50 USD is reached) or one can use the commission from sales for purchases in the Nirvana shop, for license prolongations, purchases of additional educational modules or similar. In such case a request for compensation must be sent to info@nirvana.fitness with Subject Compensation request and your Partner ID (number in your personalized link and personalized discount code).

Partners can invoice each month or they can do a batch invoice including more months together but not more than for 12 months of past commissions which means that commissions that have not been invoiced for over 12 months will be cancelled and not paid out.

The invoices shall be issued based on the following rules:

- Invoices are issued in the beginning of the month for the sum in your commission report (check section Your sales for the previous month, for example, for commissions made in January the date of issuance of the invoice is the beginning of February and the invoice will be paid by 20 February). The invoice can also be issued for several months together. The total sum of the invoice must not be lower than 50 USD.

- The invoices submitted must be drafted in accordance with the relevant provisions, including all the company data stated below. Invoices are to be sent via email to info@nirvana.fitness with Subject Partner network commission invoice and your Partner ID (number in your personalized link and personalized discount code).

Data that must be included in the invoice:

Company data:

FGI d.o.o.,

Strossmayerjeva 16, 1000 Ljubljana

Slovenia

VAT ID. No: SI74914723

Your company data:

Name : ...

Address : ...

VAT ID No. If existing

Our company has a valid VAT ID No. so if you are a EU based company, you should not charge your local VAT to us. Check with your accounting for further details.

The invoice must include all the listed company data otherwise it shall not be considered as valid and be subject to pay-outs. All questions in this regard are to be directed to Nirvana at info@nirvana.fitness..

If a Partner has the opportunity to make a larger quantity sale, he/she can contact the Principal at info@nirvana.fitness and more in-depth partnership options can be explored.

The Nirvana Partner Network functions in every country of the world (except in certain countries stated above) and represents an internationally recognized business practice. With the below described sales monitoring system Partners get complete data on the sales made, so they can rest assured that they are paid properly for their work. 

This process is absolutely automatic. All the referrals will be properly tracked. 

The system uses two ways how to track sales. One is through discount codes and the other through referral links. The Partners see their personalized referral links and discount code within their Partner Network profile. The system recognizes the commission to the Partner whose discount code or referral link was used when the sale was finalized.

Sales of the Nirvana Instructor trainings through Partners’ links or on the main Nirvana webpage are subject to the Terms of Purchase one must agree to within the purchase process. 

The Partners’ Site, the Services and/or the Materials contain information that is protected by copyrights, trademarks, trade secret laws, service marks, patents and/or other proprietary rights and laws (collectively, "Intellectual Property Laws”). In addition, the Content contained within the Site or other Materials is protected by Intellectual Property Laws. 

The Partners agree not to modify, rent, lease, loan, sell, record, distribute or create derivative works based on the Site, the Services and/or the Materials, in whole or in part, unless authorized by the Principal, in writing, to do so.

The Partners acknowledge that the Principal owns the Marks and agree they will take no action inconsistent with such ownership. All intellectual property rights of the Principal in connection with this Agreement shall remain the exclusive property of the Principal and nothing in relation to this Agreement shall operate as a transfer of any intellectual property rights to the Partner. The Partner agrees that nothing in this Agreement shall give the Partner any right, title or interest in the Marks other than the right to use the Marks in accordance with the this  Agreement. 

The Principal assumes no liability for the Partner’s emailing policy in reference to Nirvana as this process is the sole responsibility of the Partner. Notwithstanding the foregoing the Partner agrees not to transmit to any person or entity:

• any Content that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, harmful, harassing, tortuous, invasive of another’s privacy, hateful, or is racially, ethnically or otherwise objectionable, or is subject to an agreement of confidentiality, or infringes upon our or any third party’s intellectual property or other rights; 

• any trade secret; or 

• any computer code, files or programs (for example, a computer virus) designed to interrupt, destroy, compromise the security of or limit the functionality of any device. 

In addition:

• Spamming is strictly prohibited. Spam is defined for this purpose as sending an unsolicited message to any persons, entities, newsgroups, forums, e-mail lists or other groups or lists unless prior authorization has been obtained from the e-mail recipient who explicitly permits sending e-mail communication to them, or unless a business or personal relationship has already been established with the e-mail recipient.

Please report potential spam activities to info@nirvana.fitness.

• The Partner may not use false headers in e-mails or falsifying, forging or altering the origin of any e-mail in connection with Nirvana services.

• if a person or entity indicates that they do not want to receive e-mails, the Partner agrees not to send e-mails to such a person or entity. If a person initially agrees to receive e-mails, but later asks to stop receiving e-mails, the Partner must abide by that request. All GDPR standards should strictly be followed.

Partners are free to promote their links and discount codes on all channels at their disposal. Any promotion that mentions Nirvana could be perceived by the public or the press as a joint effort, therefore Partners should be aware that certain forms of advertising such as "spamming”, the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once are prohibited by the Principal. 

IN PROMOTION THE ONLY MATERIALS THAT CAN BE USED ARE THOSE INCORPORATED IN THE NIRVANA WEBSITE AND PARTNER PROFILE. PARTNERS MAY NOT USE NIRVANA TRADEMARKED LOGOS AND APPLY THEM TO ANY KIND OF PROMOTION MATERIALS UNLESS AGREED OTHERWISE AND AUTHORIZED BY THE PRINCIPAL. 

• Nirvana logos may not be imitated, or used as a design feature in any manner.

• Nirvana logos may not be used in a manner that would disparage or minimize Nirvana and its Products or Services. 

Only original Nirvana logos that can be found in the Marketing materials section of the Partner profile can be used for promotion.

From time to time, Nirvana Partner Network servers must be disabled for updates - i.e. important security updates or software upgrades. Where possible, notice will be given of this down-time and store fronts will be kept open. An example of an update which will receive no notice is a critical security update which closes a loophole detrimental to our shoppers' security or experience.

Registration data and other personally identifiable information that we may collect is subject to the terms of our Privacy Policy.

The Principal will use the Partner’s information for the purpose of providing information about the services of the Nirvana Partner Network, articles and news, fulfilling orders, processing any other transactions authorized or made by the Partner, informing the Partners of special offers and providing other marketing information to assist boosting Partners' sales, for tracking purposes, Website statistics tracking and for performing pay-outs.

This Agreement will begin upon Partner registration or automatically upon registration to a Nirvana Instructor training and will continue in force unless terminated hereunder.

If the Instructor’s license has expired, he/she will not have access to the Partner profile anymore so potential sales will no longer be attributed to his/her account. Outstanding commissions can still be paid out (if the 150 USD has been reached) or compensated for any Nirvana purchase, among which also the possibility to compensate for the license prolongation.

Either the Partner or the Principal may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. The Partner can deactivate their affiliate status by giving written notice by email that they wish their account to be deactivated.

In addition, this Agreement will terminate immediately upon any breach of this Agreement by the Partner. Upon termination the Partner loses access to his/her Partner Network profile and commissions would not be attributed anymore.

If a Partner does not wish to be an Ambassador/Instructor anymore and thus does not wish to prolong the license but still wishes to do the promotion part, the Principal may approve the downgrade of the profile just to Partner level.

If the Partner’s profile has been cancelled, outstanding commissions for current period at the time of cancellation shall be paid as stipulated as long as rules of this Agreement were not violated by the Partner in which case the Principal reserves the right to withhold payment to compensate for possible damage sustained by breach of this Agreement.

The Principal may modify any of the terms and conditions in this Agreement, including but not limited to the commission structure, at any time at its sole discretion upon written notice by email to the Partners. The Partner’s continued participation in the Nirvana Partner Network following the email notice of change indicates the Partner’s agreement to the changes. 

The Partner shall not hold the Principal responsible or liable for any direct, indirect, incidental, special, consequential or exemplary damages due to modification or discontinuation of this Agreement.

The Principal will make every reasonable effort to track and pay commissions for all sales that apply to Partner. However, the Principal is not responsible for technical problems, acts by third parties, or other events outside its reasonable control which may temporarily disrupt or diminish this service. 

The Principal makes no warranties expressed or implied with regard to the Nirvana Partner Network except as outlined in this Agreement (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, the Principal makes no representation that the operation of our site will be uninterrupted or error.free, and we will not be liable for the consequences of any interruptions or errors. 

The Principal is not liable to the Partners with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if the Principal r has been advised of the possibility of such damages. 

Further, notwithstanding anything to the contrary contained in this agreement, in no event shall the Principal cumulative liability to Partners arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to Partners under this Agreement. 

The Principal is not responsible for the direct or indirect consequences of the Visitors’ linking to any other website from this website.

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. 

The Partner represents and warrants that:

This Agreement has been duly and validly executed and delivered and constitutes the Partner’s legal, valid, and binding obligation, enforceable against the Partner in accordance with its terms;

The Partner has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform his/her obligations under this Agreement, without the approval or consent of any other party.

The Partner hereby agrees to indemnify and hold harmless the Principal, and its subsidiaries and affiliates, and their 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 claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 

(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Partner herein, or (iii) any claim related to the Partner’s site, including, without limitation, content therein not attributable to the Principal. 

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect. 

This agreement shall be governed by the laws of Slovenia. All disputes shall be resolved in front of a competent court in Slovenia.

This Agreement contains the entire understanding of the parties and may not be amended.