|
 |
HIH / AFFILIATE PROGRAM
Download the original attachment
This Affiliates Program Agreement (the "Agreement") is a legal agreement between you and High Island Health, and contains the complete terms and conditions that apply to an individual's or entity's participation in the High Island Health Affiliates Program (the "Affiliates Program"). In this document, "you" refers to the Affiliates Program applicant, and "we" and "us" refer to High Island Health. "Site" refers to an Internet website. By completing an Affiliates Program Application and clicking on the "Submit Registration" button, you agree to be bound by the terms of this Agreement.
1. ENROLLING IN THE PROGRAM. To begin the enrollment process, you will submit a completed Affiliates Program Application via the High Island Health site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Affiliates Program for any reason. Unsuitable sites include, but are not limited to, those that: promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promote illegal activities; or violate intellectual property rights. If we reject your application, you may reapply to the Affiliates Program at any time, and we will reconsider your application.
2. LINKING TO OUR SITE. On your site, you may place Site Links to pages on the High Island Health site. For purposes of this Agreement, a "Site Link" is a hypertext link comprised of a URL and a High Island Health-approved graphic or plain text, available from our site. The URL also incorporates unique Affiliates Program Identifier Information which will be provided to you by High Island Health, or its agent. Once accepted, you may add or delete Site Links from your site at any time without our approval. Each Site Link must connect directly to the High Island Health site. You may not transmit "interstitial advertising" to users as they link from your site to the High Island Health site, or otherwise interrupt such link through the use of any intermediate screen or device, including without limitation the use of any html pop-up window. In addition, you may not frame, or otherwise create a border environment or browser around, the High Island Health site, or the contents thereof. You will be solely responsible for properly incorporating the Affiliates Program Identifier Information into your Site Link and testing the Site Link to ensure that it operates properly.
3. ORDER PROCESSING. We will process orders placed by customers accessing our site via a Site Link in accordance with our standard business practices. We will be responsible for all aspects of order processing and fulfillment. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. Customers who buy products from us through the Affiliates Program will be deemed to be customers of High Island Health. Accordingly, all High Island Health rules, policies, and operating procedures concerning customer orders, customer service, and prices will apply to the customers who use your Site Links to get to our site. We may change our policies and operating procedures at any time, with or without notice.
4. COMMISSIONS. During the term of the agreement, we will pay you a commission equal to 30% of gross sales for every order that is referred to us from your web site via the affiliate key which is passed as part of a "Qualifying Link" to our site. A "Qualifying Link" is a link from your site to our site using one of the Required URLs or any other URL provided by us for use if it is the last link to the our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with our site via a link from the your site and terminating when the Customer exits from our site.
You will only earn commissions on activities occurring on the High Island Health Web Site and only if such activity was originated from properly formatted “Qualifying Link”. High Island Health will not be liable to you for any failure by you to use a “Qualifying Link”, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.
Commission may be earned only on credit card transactions. Purchases paid by gift certificate, check, or method other than credit card are not eligible for commissions.
All determinations of Qualifying Links and whether a commission is payable will be made by us and will be final and binding on both us and you. Prices for the products will be set solely by High Island Health in its discretion.
In the event we, in our sole discretion, suspect fraud or other unlawful conduct by partner or by any third party accessing our site through links on your site, we shall be entitled to suspend or deny payments in whole or in part to you in our sole discretion.
5. COMMISSION PAYMENT. Commission payments will be calculated and paid quarterly (on the months of January, April, July, and October) and within approximately sixty (60) days following the end of such months. We may require you to give us additional information, such as your social security number, in order for us to comply with any applicable tax reporting requirements. You hereby agree to provide such information as it may be reasonably requested by us for such purposes. The commission payment shall only be made if the aggregate commission for the month exceeds $25. Commission(s) not exceeding $25 shall carry over to the next month's payment schedule.
We, or our agent, will provide you with access to a password-protected site to view reports summarizing your Site Link activity. The form and content of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Site Links between your site and our site are properly formatted. Failure to properly format and use the Site Links may result in a reduction to amounts which would otherwise be paid to you pursuant to the terms hereof or the termination of this Agreement.
6. LIMITED LICENSE. In your Site Links, you agree to use only those graphic images that we provide, and further agree to update such images with any new images we provide. You may not alter the look, feel or functionality of the graphics in any way without High Island Health's prior written permission. We grant you a limited, non-exclusive, revocable, non-transferable right to use the High Island Health Affiliates Program graphics and such other images for which we grant express permission, solely for the purpose of identifying your site as a High Island Health Affiliates Program participant. We reserve all of our rights in the graphics and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
7. TRADEMARKS. You agree to comply with High Island Health's Trademark Usage Guidelines located on our site, and any other guidelines provided by High Island Health. You acknowledge that the High Island Health Trademarks, which include without limitation the symbols, trademarks and service marks used by High Island Health to identify its products and/or services, belong solely to High Island Health and that members of the Affiliates Program have no rights in such Trademarks except for the purpose of displaying Site Links on the Affiliate's site(s) in accordance with the provisions of this Agreement. Any goodwill arising from the use of our Trademarks hereunder will belong to High Island Health. At no time during or after the term of this Agreement will you challenge or assist others to challenge our Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to the Trademarks. At our reasonable request, all depictions of our Trademarks that you intend to use will be submitted to us for approval of design, color of other details. In the event we do not approve of such depiction, you will cease using such depiction immediately upon notice. The provisions of this section will survive expiration or termination of this Agreement for any reason.
8. TERM OF THE AGREEMENT. The term of this Agreement will begin upon your receipt of written notification from High Island Health of its 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. Upon the termination of this Agreement for any reason, you will immediately cease all use of High Island Health's Trademarks, and remove from your site(s), all Site Links, and all other materials provided by or on behalf of us to you in connection with the Affiliates Program. You are only eligible to earn commissions during the term. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Notification via e-mail to your address in our records will be deemed to have been delivered and given for all purposes on the delivery date.
9. WARRANTY AND DISCLAIMER. You warrant that you have full power and authority to enter into this Agreement, and that the entering into and performance of this Agreement by you will not violate, conflict with, or result in a default under any other contract or agreement to which you are a party. You warrant that your site(s) will not infringe, violate or misappropriate any copyright, trade secret, trademark, or other proprietary or intellectual property right of any third party or constitute libel, defamation, invasion of privacy or the violation of any right of publicity or any other right of any third party. You are solely responsible for the development, operation, maintenance and content of your site(s). High Island Health will not be responsible for any of the foregoing. You agree to indemnify and hold High Island Health, and its directors, officers, affiliates, employees and agents, harmless from all liability, claims, damages and expenses (including without limitation attorneys' fees, court costs and costs of other professionals) relating to or arising from the development, operation, maintenance and contents of your site(s); and/or any breach by you of any representation, warranty or agreement made herein.
THE SITE LINKS, AND ALL OTHER DOCUMENTATION AND SERVICES ARE PROVIDED BY High Island Health "AS IS." WE MAKE NO PROMISES, WARRANTIES, OR REPRESENTATIONS OF ANY KIND, AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT OUR PRODUCTS WILL BE AVAILABLE FOR PURCHASE FROM THE High Island Health SITE. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE AFFILIATES PROGRAM, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE LIMITS SET FORTH IN THIS SECTION WILL APPLY EVEN IF High Island Health HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
11. CONFIDENTIALITY. During the term of this Agreement, you may have access to certain non-public information of High Island Health, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of yours. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. These obligations will survive for three years after expiration or termination of this Agreement for any reason.
12. NON-COMPETITION. By joining the affiliate program, you agree not to develop, manufacture, sell, distribute, or in any way promote products that are in direct competition with High Island Health or are considered knockoff imitations of High Island Health products. High Island Health reserves the right to determine who are direct competitors and who are knockoff imitations.
13. INDEPENDENT INVESTIGATION. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE(S). YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATES PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
14.GENERAL. You and High Island Health are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and High Island Health. You understand that you do not have authority to make or accept any offers or make any representations on behalf of High Island Health. You may not make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or your participation in the Affiliates Program, without the prior written consent of High Island Health. If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliates Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. You may not assign or otherwise transfer this Agreement or any of your rights or duties under this Agreement, without our prior written consent. This Agreement will inure to the benefit of High Island Health, its successors, administrators, heirs, and assigns. This Agreement is governed by the laws of the State of Texas, without reference to its conflict of law principles and without regard to the 1980 U.N. Convention on Contracts for the International Sale of Goods.
This Agreement constitutes the complete and exclusive understanding and agreement of High Island Health and you relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and communications (including advertisements), whether oral or written, between the parties.
If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. The remaining terms will remain in full force and effect.
|
|
