Vendor Subscription Program

Terms & Conditions

RCP Institute, LLC
418 Fairoaks Circle
Chapel Hill, NC. 27516

support@rcp123.org

Effective Date: September 16, 2021

This web page represents a legal document and is the Terms and Conditions (Agreement) for the Root Cause Protocol Vendor Subscription Program, https://therootcauseprotocol.com/approved-vendor/ (Website). By joining our Vendor Subscription Program, you agree to fully comply with and be bound by the following Agreement.

FOREWORD

Our promotional partners are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following Vendor Subscription agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please reach out to us at support@rcp123.org. 

HIGHLIGHTS OF THE ROOT CAUSE PROTOCOL VENDOR SUBSCRIPTION PROGRAM

• We do not guarantee any increase in income by subscribing to our Vendor Subscription Program where items are listed in the RCP Recommended Product Directory (See section 6)
• Advertising (with branded terms) on search networks (Google, Bing, Yahoo, YouTube, Amazon, etc.) is NOT allowed (See section 8.2.1)
• Advertising (with branded terms) on social networks (Facebook, Instagram, SnapChat, etc.) is allowed. (See section 8.2.2)
• All Advertising must be compliant; Do NOT make “cure” claims regarding products you choose to list on our directory. (See section 16.1)

ROOT CAUSE PROTOCOL VENDOR SUBSCRIPTION AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE ROOT CAUSE PROTOCOL, LLC.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you being listed on the RCP Recommended Products Directory as a Vendor in The Root Cause Protocol’s Vendor Subscription Program. The purpose of this Agreement is to allow HTML linking between your web site and the The Root Cause Protocol web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to The Root Cause Protocol, and “you,” “your,” and “yours” refer to the Vendor.

2. Vendor Subscription Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the https://therootcauseprotocol.com/approved-vendor/. We review each application for approval. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes “Merchant” or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of sales from other Vendors in our program.

2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are The Root Cause Protocol or any other Vendor in our Vendor Program.

2.2. As a member of The Root Cause Protocol’s Vendor Subscription Program, you will have access to the Vendor Resource Portal. Here you will be able to review our Program’s details and download your ‘RCP Approved Vendor’ badge to display on your website (only valid whilst your subscription is active). 

2.3. The Root Cause Protocol reserves the right, at any time, to review your placement and approve the use of your badge and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site and all relevant product links (especially those added to the RCP Recommended Products Directory) will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. If you sell items outside of the recommended RCP products, which are not part of the protocol or include items on our ‘STOPS’ list, these are to be listed separately to any RCP items on your website. Customers of your site need to be able clearly define which products that you offer are part of your RCP range and which are not, or if products are all listed together, clear information must be presented within each listing so customers are in no way able to misunderstand the purpose of the product. For example, if you sell a magnesium product that is not specifically on the RCP recommended list, but is not on the ‘stops’ list, you may annotate it as ‘a magnesium supplement not part of the RCP but that may complement it’. If you sell vitamin d, zinc, ascorbic acid or other products which are absolutely not recommended in the RCP, they should be clearly listed as ‘NOT recommended on the RCP’ or in a separate category which displays as not in any way representing recommendations of the RCP.

2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights

3. The Root Cause Protocol Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the The Root Cause Protocol Vendor Subscription Program.

3.2. The Root Cause Protocol reserves the right to terminate this Agreement and your participation in the The Root Cause Protocol Vendor Subscription Program immediately and without notice to you should you commit fraud in your use of the The Root Cause Vendor Subscription Program or should you abuse this program in any way. If such fraud or abuse is detected, The Root Cause Protocol shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Vendor Subscription Program application, and will continue unless terminated hereunder.

4. Termination

4.1. Either you or we 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 email to support@rcp123.org. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

5.1. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and The Root Cause Protocol’s Vendor Subscription Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in The Root Cause Protocol’s Vendor Subscription Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Vendor Earnings 

6.1. We do not guarantee any dollar amount or percentage increase in vendor sales for those subscribed to the Vendor Subscription Program. We provide an extra point of contact for the vendor (with our customer base) and it is up to them to make the sales thereafter.

7. Refunds

7.1 No refunds will be made for monthly Vendor Subscription payments, vendors can, however, cancel at any time and remain active through the end of their billing period.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions The Root Cause Protocol could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by The Root Cause Protocol. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote The Root Cause Protocol so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote The Root Cause Protocol so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from The Root Cause Protocol. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the The Root Cause Protocol Vendor Subscription Program. 

8.2.1 Pay-Per-Click campaigns on search platforms (Google, Amazon, YouTube, Bing, Yahoo, etc.) on brand keywords such as The Root Cause Protocol, the RCP, etc and/or any misspellings or similar alterations of these brand names – be it separately or in combination with other keywords – are not allowed and will be considered trademark violations, and will result in the Vendor being banned from The Root Cause Protocol’s Vendor Subscription Program. We will do everything possible to contact the Vendor prior to the ban. However, we reserve the right to expel any trademark violator from our Vendor Subscription program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.2.2 Pay-Per-Click campaigns on social media platforms (Facebook, Instagram, Snapchat, etc.) on brand keywords such as The Root Cause Protocol, the RCP, etc are allowed, provided the ads do not appear to be created / run by The Root Cause Protocol corporately. (For example, if you create a testimonial video saying something like, “I have been taking these supplements which I found listed in the The Root Cause Protocol Handbook, and I love them, click here to purchase some for yourself…” and you advertise this on Facebook, this is not only acceptable advertising, but encouraged by The Root Cause Protocol.)

8.3. Vendors are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of The Root Cause Protocol’s Vendor Subscription Program. You agree that all uses of the Licensed Materials will be on behalf of The Root Cause Protocol and the good will associated therewith will inure to the sole benefit of The Root Cause Protocol.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

The Root Cause Protocol makes no express or implied representations or warranties regarding the Root Cause Protocol service and web site or the products or services provided therein, any implied warranties of the root cause protocol’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make 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.

11. Representations and Warranties

You represent and warrant that:

11.1. 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;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

12.1. We will not be liable to you 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 we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall the root cause protocol’s cumulative liability to you 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 subscription fees paid by you under this agreement.

13. Indemnification

13.1. You hereby agree to indemnify and hold harmless The Root Cause Protocol, and its subsidiaries, 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 Root Cause Protocol Vendor Subscription 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 you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

14.1. 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.

15. Miscellaneous

15.1. You agree that you are an independent business, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and The Root Cause Protocol. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

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

15.7. 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.

16. Regulatory Compliance

16.1. All Vendors (regardless of their country of domicile) MUST be in compliance with all applicable laws, regulations, and guidelines, including without limitation the Food and Drug Administration (“FDA”), Dietary Supplement Health Education Act of 1994 (“DSHEA”), Federal Trade Commission Act (“FTC Act”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Testimonials Guide”), the National Advertising Division decisions of the Better Business Bureau, and other federal and state consumer protection laws, regulations, and guidelines.