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THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND HEALSPIRE LTD (WWW.HEALSPIRE.COM)
BY SUBMITTING YOUR ONLINE APPLICATION, YOU AGREE THAT YOU HAVE READ THE TERMS AND CONDITIONS OF OUR AFFILIATE AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR ALL POINTS LISTED.
Definitions.
1.1. The following terms when used in this Agreement shall have the following meanings:
1.1.1. Ambassador or Affiliate – a person or a company, who has entered into the Ambassador agreement with Healspire LTD
1.1.2. Customer – Ambassador’s end customer, who is referred by Affiliate via means, provided by Healspire’s Ambassador program to Healspire.
1.1.3. Discount Code – means a uniquely assigned code given to the Ambassador which can be used at checkout on Healspire website to reduce the price of the shopping cart.
1.1.4. Transactions and Sales – means a client who is connected to the Healspire website by the Ambassador and who has completed an agreement to buy a product, service, or anything else supplied on the Healspire Website, using the code provided by the Ambassador.
1.1.5. Ambassador fee – Ambassadors may earn an Ambassador fee as a participant in the Affiliate Program in accordance with the monthly revenue. The monthly revenue is calculated by summing all Transactions and Sales in a calendar month. The Affiliate Fee will be calculated by multiplying the commission with the monthly revenue of Transaction and Sales. The Affiliate can also request a personalized discount code with a discount for the customer which is optional. Note that all discounts for customers, shipping costs, and taxes will be deducted from the gross amount when calculating the final Affiliate fee. Healspire shall have no obligation to make payment of any Affiliate fees for which payment or Transaction and Sales has not been validated and confirmed by Healspire first.
1.1.6. Commission – a percentage indicated by Healspire, which will be used to calculate the Ambassador fee.
1.1.7. Creatives – in order to facilitate the advertisement, Healspire will make available data, images, text, link formats, widgets, links, and other linking tools and other information in connection with this Agreement to the Ambassador.
1.1.8. Healspire Website – the website of Healspire (https://healspire.com).
1.1.9. Healspire LTD
Overview.
2.1. The purpose of the Ambassador program is to permit the Ambassador to advertise Healspire Website, Healspire products and services and to earn Affiliate fees for Transactions and Sales made by Customers.
2.2. This Agreement contains the complete terms and conditions for becoming an Ambassador in Healspire’s Ambassador Program.
2.3. Ambassador makes no guarantee or representation that it will generate any Transactions and Sales. Healspire makes no guarantee or representation that the Ambassador will be successful in earning any Affiliate fees.
2.4. The Ambassador Program is available to and may only be used by persons who can form legally binding contracts under the laws applicable to their country of residence or incorporation. The Affiliate Program is not available to persons under the age of 18 or otherwise under legal age under the laws applicable to your country of residence.
2.5. For the purposes of Transaction and Sales reporting, Ambassador fee accrual, Affiliate Program and Affiliate fee reporting, AmbassadorProgram administration, Affiliate fee payment, Healspire shall use the technology and services (the „Platform”) provided by Impact Radius Limited, a company registered in England and Wales with company number 06852966 (the „Impact“). In order to participate in the Affiliate program, the Affiliate has to read and accept the terms and conditions for such use of the Platform, which are available at https://app.impact.com/public/legal/content/MCA.ihtml (the „Platform Agreement“) and will have to create an account for the Platform. By entering into this Agreement, the Affiliate hereby expressly consents and agrees that Healspire for the above-stated purposes will provide the data submitted by the Affiliate to Impact and agrees to use the Platform solely for the purposes and as per terms and conditions of this and the Platform agreements.
2.6. Subject to the terms of this and for the sole purpose of this Agreement, Healspire grants to the Ambassador, a nonexclusive, non-transferable, non-assignable, non-sublicensable limited license to display the Creatives or offer the Discount Code provided by Healspire to potential customers.
Ambassador’s Rights & Obligations.
3.1. The Ambassador agrees to provide Healspire with valid information about Ambassador’s company and promotional methods and to maintain up-to-date account information, including contact information, websites used, ownership, and any other information requested by Healspire. By opening an AmbassadorAccount and by clickthrough accepting this Agreement, the Ambassador will be subject to the terms and conditions of this Agreement as well as rules, policies, and operating procedures that govern the activity on Healspire Website. Healspire has the right to confirm and check the truth and accuracy of any registration information at any time. Please note that the verification of the Affiliate’s registration information, specifically, name, address, and tax identification number, against a third party database may be considered under certain laws to constitute a “credit check” and the Affiliate hereby consent to any such verification process. If any information is determined to be misleading, inaccurate, or untruthful, Healspire may restrict, deny, or terminate the Affiliate’s account. The acceptance of an applicant as an Affiliate is at the sole discretion of Healspire.
3.2. Ambassador acknowledges that all Customers including Customers brought to Healspire by Ambassador are Healspire’s customers. Except as provided for herein any information about these customers are the exclusive and sole property of Healspire. Upon termination of this agreement, the Customers will remain Healspire’s customers. Healspire shall be the sole and exclusive owner of the database of names and contact information and any other data of all Customers. The Affiliate may not contact a Customer, without receiving the Company’s written approval for such contact.
3.3. Ambassador will not attempt to bind Healspire in any manner and not to use any trademarks or signs of Healspire without prior written consent of Healspire.
3.4. Ambassador will comply with applicable laws and regulations relating to its activities under this Agreement and will at all times ensure that none of its actions cause any actual or potential breach of the applicable laws and regulations by Healspire. Ambassador confirms that it has independently evaluated the laws in their local jurisdiction, which applies to its activities hereunder and the Affiliate represents and warrants that the Affiliate may participate in the Affiliate Program, without violating any applicable rules or laws.
3.5. During the term of this Agreement, the Ambassador is allowed:
3.5.1. To place links on his website to the Healspire website.
3.5.2. To place links in emails and other forms of electronic communication to the Healspire website.
3.5.3. To market the assigned Discount Codes and Creatives.
3.6. Ambassador shall not alter, modify or otherwise change the Creatives, links, and code used to create the advertisements, text link, banner ad or discount codes, or any other Creative-related feature, that Affiliate obtains access to in connection with any Affiliate Program in any manner whatsoever, without Healspire’s prior express written consent. Healspire has the right to monitor the marketing activities and use of the Creatives or Discount Codes by the Affiliate. The Affiliate must provide true and complete information to Healspire about the nature of their marketing activities and any other information that Healspire may request from time to time.
3.7. Site integration tags and tracking pixels (“Tags”) included in the Creative or otherwise incorporated may not be altered under any circumstances. Altering, removing, or disabling Tags may jeopardize Ambassador’s ability to earn Affiliate fees and is grounds for immediate termination of Affiliate’s account, with or without notice. The Affiliate will not, nor knowingly permit any person to activate Creatives or inflate the number of Transactions and Sales through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a Transaction.
3.8. Ambassador represents and warrants that all promotional means utilized by the Affiliate will not contain objectionable content (including but not limited to content that is illegal, and/or promoting illegal goods, services or activities), and will not mislead others. Healspire may review published information, conduct and any suspected fraudulent, abusive or otherwise illegal content or activity. Any validated breach of this section is grounds for immediate termination of this Agreement, forfeit of Affiliate Fees, and deactivation of the Affiliate’s account.
3.9. Ambassador will not enable the tracking code to collect personally identifiable information of Customers or potential Customers that would allow Ambassador to personally identify such Customer or potential Customer.
3.10. Support for Ambassador’s program is available by contacting Healspire and reaching the appropriate person or support services.
Remuneration
4.1. Healspire reserves the right to update its pricing for the services and Commissions and/or change the Discount Codes for the Ambassador at any time by sending a notice to such effect to the Affiliate. In the event the Affiliate does not agree to such change, it shall notify Healspire by return email within three (3) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify Healspire within three (3) days from the notice, it shall be deemed as an approval by the Affiliate to such change.
4.2. Healspire will track Transactions and Sales for reporting and Ambassador fee accrual purposes and will make the reports available to the Ambassador summarizing those Transactions and Sales, by using the Platform.
4.3. Subject to other provisions in this Agreement, Healspire will credit the Ambassador a percent Commission for each qualifying Transaction and Sale. Healspire shall have no obligation to make payment of any Affiliate Fees for which payment or Transaction and Sales has not been validated and confirmed by Healspire first. The payment of the Affiliate fee will be handled by a facilitator Impact, which will upon Healspire’s confirmation and approval, subject to the terms of this and the Platform agreements, will transfer the Affiliate fee on behalf of Healspire to the Affiliate.
4.4. No Ambassador Fees will be issued for any amount owed to Ambassador less than two hundred euros (200€) (“Payment Threshold”). Upon termination of this Agreement, all Affiliate Fees due to Affiliate that were collected from the applicable Customer, even amounts below the Payment Threshold, will be paid during the next billing cycle, unless otherwise stated in this agreement.
4.5. Ambassador must have a unique, valid taxpayer identification number, valid Social Security Number, or other applicable unique government identification. The Ambassador shall be responsible for all applicable taxes. You acknowledge and agree that you retain full responsibility for: (a) fulfilling your obligations with respect to VAT; (b) paying the VAT on the commissions collected and paid to you by Healspire; (c) immediately reviewing all invoices and requesting copies of any reports or invoices not received from Healspire; and (d) advising Healspire of any changes to your tax identification information.
4.6. Payment of remuneration will only be made upon completion of the Customer’s transaction, subject to that Healspire has received full payment for these Customer transactions and approval of such Transaction and Sales by Healspire.
4.7. The payments to the Ambassador will be executed on a monthly basis and will be paid by the end of the following month.
4.8. Notwithstanding the forgoing, Healspire may, at its sole and exclusive discretion, withhold, delay or deny payment of the Ambassador fee in any of the following events: (i) Healspire has reason to believe that the Ambassador’s activity is not in compliance with any applicable law or regulation; (ii) Healspire has reason to believe that the Affiliate’s activity is in breach of this Agreement; (iii) the Ambassador has failed to complete any form as may be required by the Company or has completed misleading or incorrect information in a form provided by Affiliate to Healspire; (iv) the Affiliate has failed to provide any document as may be demanded by Healspire; and/ or (v) Healspire has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate’s activity. Affiliate hereby irrevocably waives any claim or demand against Healspire, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Healspire.
4.9. The Transaction and Sales generated by the Ambassador will exclude and Healspire will not pay Affiliate fees on any occasions that violate the following statements:
4.9.1. any Product or Service purchased through Healspire Website that violates the terms of this Agreement;
4.9.2. any Product or Service purchased after termination of this Agreement;
4.9.3. any Product or Service order that is cancelled or returned;
4.9.4. any Product or Service if there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a Customer order.
Promotion Restrictions.
5.1. Following promotional methods are prohibited by Healspire and upon sole Healspire’s decision may result in immediate termination of this Agreement, forfeit of Ambassador Fees and deactivation of the Ambassador’s account:
5.1.1. Prohibited Paid Search Placement (an advertisement that the Ambassador purchased through bidding on branded keywords, search terms, or other identifiers, including Proprietary Terms) or other participation in keyword auctions;
5.1.2. False advertising of Healspire’s products, discount codes, the spread of misinformation, unsolicited information, misleading statements, spam, use of spyware or any other type of malware;
5.1.3. Unauthorized use of any trademarked related keywords such as Healspire.com, Healspire, www.Healspire.com, Healspire coupons, product names and/or any misspellings or similar alterations of these keywords will be considered trademark violation, and will result in immediate termination of this Agreement, forfeit of Ambassador Fees, and deactivation of the Ambassador’s account;
Confidentiality
6.1. The Ambassador agrees to not at any time or in any manner divulge, disclose or communicate to any person, firm or corporation any trade, technical or technological secrets; any details of Healspire’s organization or business affairs, its manner of operation, its plans, processes, and/or other data; any names of past or present customers of Healspire; or any other information relating to the business of Healspire, without regard to whether all of the foregoing matters will be deemed confidential, material, or important. Any information provided under this Agreement to the Affiliate, may be used solely for the purposes of this Agreement.
Limits on Healspire’s Liability
7.1. Healspire shall not be liable for costs and damages incurred by the Ambassador arising out of this Agreement unless caused directly by the negligence of Healspire. Healspire will not be liable for any indirect, special, incidental, consequential (including lost profits of revenue), exemplary or punitive damages of any kind whatsoever, whether or not foreseeable, in any way due to, resulting from or arising in connection with this Agreement or the Affiliate Program. Aggregate liability arising with respect to this agreement and the Affiliate Program will not exceed the total Commissions paid or payable to the Affiliate under this Agreement during the three (3) month period immediately preceding the event giving rise to such liability.
7.2. Healspire will not be liable for defects in the service interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Healspire Website. Healspire makes no warranties express or implied, with respect to the quality, merchantability, fitness for a particular purpose or suitability of its systems, networks, software or Healspire Website.
Term and Termination
8.1. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. The Agreement shall automatically renew for a successive one (1) year term, unless either Party gives thirty (30) days’ notice to the other that it intends not to renew the Agreement at the end of the current term.
8.2. The Agreement shall be terminated after a period of one hundred eighty (180) days of Ambassador account inactivity.
8.3. Healspire is entitled to terminate this Agreement with immediate effect at any time, without prior written notice, without providing a cause and without incurring any liability to the Affiliate. Healspire will inform the Ambassador by email that this Agreement and the provided Discount Codes and Creatives are no longer effective. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to the Healspire websites.
8.4. In the event of termination of this Agreement without a cause, Healspire will pay to the Ambassador the accumulated remuneration on all Transactions and Sales, which were completed prior to the Agreement termination day.
Ownership and assignment
9.1. Healspire owns all copyrights, trademarks, intellectual property rights, know-how, or any other rights connected to the service or software necessary for the service. The Ambassador does not acquire any rights or licenses whatsoever under this Agreement other than to use links to the Healspire website and market the Discount Codes according to the terms of this Agreement.
9.2. Neither party shall assign or transfer this Agreement or any of its rights or obligations herein, whether in whole or in part without the prior written consent of the other.
Representations, Disclaimers and Indemnification
10.1. Each Party warrants, represents and undertakes that:
10.1.1. it has the full power and authority to carry out its obligations in the Agreement;
10.1.2. its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;
10.1.3. it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.
10.2. The Ambassador (“Indemnitor”) hereby agree to defend, indemnify and hold Healspire and its respective shareholders, directors, officers, employees, subcontractors, and agents (“Indemnitee”) harmless against all claims, suits, costs, damages liabilities, expenses (including reasonable attorney’s fees), settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for the: (a) Indemnitor’s breach of this Agreement; (b) any misrepresentation of a representation or warranty; (c) any claim related to Ambassador’s business or website, provided that: (a) Indemnitee notifies Indemnitor in writing within a commercially reasonable time after its receipt of notice of any Claim; (b) Indemnitor has sole control of the defense and all related settlement negotiations (except that the Indemnitor shall not settle any Claim in any manner which would admit fault by the Indemnitee without Indemnitee’s reasonable consent). Indemnitee may participate in the defense of a Claim at Indemnitee’s expense, and such participation shall not waive or reduce any obligations on the Indemnitor under this Section.
General
11.1. Force Majeure: “Force Majeure” means circumstances beyond the reasonable control of any party, including but not limited to natural disasters, war, terrorist action, fire, flood, governmental act, Internet or other telecommunications failure. Neither party shall be liable to the other party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a party becomes aware of a Force Majeure event, such party shall immediately notify the other party in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice to the other party with immediate effect.
11.2. Amendments: Healspire may change the Healspire Ambassador Program Terms and Conditions at any time and at its sole and absolute discretion, by sending the Ambassador a notice to such effect by e-mail. In the event the Affiliate does not agree to such change, it shall notify Healspire by return email within three (3) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify Healspire within three (3) days from the notice, it shall be deemed as an approval by the Affiliate to such change to the Agreements terms.
11.3. Entire Agreement: This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.
11.4. Electronic Signatures: Each party acknowledges and agrees that by clicking-through acceptance of this Agreement it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
11.5. Severability: If any provision in this Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties’ stated intentions.
11.6. Survival: All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.
11.7. Notices: Notices delivered to the other Party shall be deemed to have been duly given: i) on delivery, if delivered to the Party’s physical address; and ii) on dispatch, if sent to the Party’s email address.
11.8. Assignment: The Ambassador will not assign all or any part of this Agreement, sub-contract or otherwise transfer all or any part of this Agreement without the prior written consent of Healspire. Healspire may assign, sub-contract or otherwise transfer all or any part of its rights or benefits under this Agreement.
11.9. Independent Contractor: It is understood that the Ambassador is an independent contractor, and nothing contained in this Agreement shall be construed as appointing the Ambassador as an employee of Healspire. Correspondingly, it is understood that the Ambassador is solely responsible for the payment of all taxes on commissions paid by Healspire under this Agreement. It is agreed that Healspire shall do no withholding for income, self-employment, payroll, or any other taxes. Moreover, nothing in this Agreement grants or authorizes either party to assume or to create any obligation, contract or liability, express or implied, on behalf or in the name of the other. Moreover, it is strictly understood that nothing contained herein shall serve to make the Affiliate an agent of Healspire, and any such relationship is hereby expressly disclaimed. All financial and other obligations associated with Affiliate’s business are the sole responsibility of Affiliate, the Affiliate shall be responsible for, and shall indemnify and hold Healspire free and harmless from, any and all claims, damages or lawsuits (including Healspire’s attorneys’ fees) arising solely out of the acts or Affiliate, its employees or its agents.
11.10. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue in the courts of the Netherlands.
11.11. Acknowledgment: Ambassador acknowledges that the Ambassador has read this agreement and agrees to all its terms and conditions. Ambassador has independently evaluated the desirability of participating in this Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Data Protection
12.1. Applicable Data Protection Law denotes any and all applicable privacy and data protection laws and regulations applicable to the personal data in question.
12.1.1. Both parties acknowledge that as part of the Ambassador program, either party may access personal data relating to the proposals in this agreement, or as permitted by Applicable Data Protection Law. This sharing of protected personal data will not be jointly controlled, and either party will process the personal data in their possession as an independent controller. This independence extends to any obligations necessary under Applicable Data Protection Law, and neither party is responsible for the other’s compliance with these guidelines.
12.1.2. Where Applicable Data Protection Law is in the European Economic Area (EEA) or its member states, neither party will process EU personal data outside of the areas listed, unless steps have been taken to comply with any necessary or additional Applicable Data Protection Law.
12.1.3. Both parties will implement and maintain the necessary technical and organizational measures to protect copies of personal data in their possession.
12.1.4. The Ambassador shall ensure that:
12.1.4.1. it has obtained all necessary rights from third parties and any notification or consent requirements which may be required from any person in relation to or for the purposes of processing data for the purposes of or in accordance with its obligations under this Agreement;
12.1.4.2. it has complied with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes;
12.1.5. The Ambassador shall, upon request of Healspire, provide to Healspire all such documentation and information evidencing its compliance with the requirements of this clause.