This Affiliate Service Agreement (the "Agreement") is made by and between VitaliZEN Health ("VH"), and you, as an Affiliate ("You", "Your", "Affiliate").
By becoming an affiliate, you are agreeing to the terms and conditions contained herein. If you do not accept these terms, please do not become an affiliate.
The affiliate program is summarized as follows:
- You place a link anywhere on your site, social media, email, or other permission based marketing location or within non-spam emails.
- Any updates to the affiliate program will be posted on this page and will be effective 7 days after posting.
- Adult, Hate, or other related sites are not allowed
- Payments are via PayPal when your balance reaches $100 or more. For Gift Card to use in store, balance can be anything.
- All statistics are collected and calculated by this affiliate software, and will be the only valid stats used for determining commissions.
- Self-referrals (e.g. buying through your own link) is not allowed.
- You won't hold us liable for anything.
- You cannot SPAM and on the first offense of spam your account will be deleted.
- You may place banners or links within your newsletters, in content of your website, or within other web related content.
- NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks,
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, making purchases and then refunding them, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN ACCOUNT TERMINATION AND VOIDED COMMISSIONS.
You will receive a Commission for sales that have paid the prior month (and payment is still valid) by the date of reconciliation on the 10th (approximate) of each month.
VitaliZEN Health reserves the right to send e-mail.
CHANGES TO THE SERVICE
VitaliZEN Health reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time.
To sign up as an Affiliate you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN THE AFFILIATE PROGRAM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES.
You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by VitaliZEN Health and referral to the appropriate law enforcement agencies.
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ELITE GADGETS STORE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, VITALIZEN HEALTH SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The company will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the company liable for any of the consequences of such interruptions. COMPANY SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
VITALIZEN HEALTH OR ITS PARTNERS, OWNERS, OR STAFF SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE VITALIZEN HEALTH SITE OR ANY INFORMATION PROVIDED ON THE VITALIZEN HEALTH WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF VITALIZEN HEALTH OR A VITALIZEN HEALTH AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, VITALIZEN HEALTH'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree to indemnify, defend, and hold harmless VitaliZEN Health and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
VitaliZEN Health acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. VitaliZEN Health agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of VitaliZEN Health, that becomes available to VitaliZEN Health from third parties without knowledge by VitaliZEN Health of any breach of fiduciary duty, or that VitaliZEN Health had in its possession prior to the date of this Agreement.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use the provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of VitaliZEN Health, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the VitaliZEN Health's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
VitaliZEN Health may immediately terminate Your license to use the marks if VitaliZEN Health reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge VitaliZEN Health’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of VitaliZEN Health.
Affiliate or VitaliZEN Health may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This Agreement shall be governed by Delaware law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Delaware, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. ]