AFFILIATE TERMS OF SERVICE
This Affiliate Terms of Service Agreement (the “Agreement”) effective as of the last date of signature hereof (“Effective Date”) by and between NATIONAL HEALTHCARE PROVIDER SOLUTIONS LLC (hereinafter “OWNER” together with its affiliates and subsidiaries), a limited liability company, with a principal place of business at 1609 West 100th S, Brownstown, Indiana 47220, USA and the Tapaffiliate Member (hereinafter “AFFILIATE”). OWNER and AFFILIATE are individually referred to as a “Party” and collectively as the “Parties.”
WHEREAS, OWNER has created an affiliate program (hereinafter “Affiliate Program”) that enables AFFILIATE to refer internet traffic to the OWNER website or advertising networks of others in exchange for agreed consideration;
WHEREAS, AFFILIATE desires to participate in the Affiliate Program, as evidenced by its application; and
In consideration of the terms and conditions of this Agreement, and other valuable consideration, the Parties agree as follows:
To enroll in the Affiliate Program, AFFILIATE will submit a completed application through the OWNER website and submit to OWNER an executed copy of this Agreement. OWNER will review the application and evaluate it in good faith to ensure compliance with the Terms and Conditions of this Agreement. Acceptance of application into the Affiliate Program will be at OWNER’s sole discretion and is not guaranteed. The terms of this Agreement will begin upon OWNER’s acceptance of AFFILIATE’s application.
II. Responsibility to Links to OWNER’s Website
AFFILIATE may use any form of promotion, consistent with the terms of this Agreement. AFFILIATE may use banner advertisements, button links and/or text links to OWNER’s website (hereinafter, a “Link” or collectively “Links”). As an Affiliate Program member, AFFILIATE acknowledges the following responsibilities as part of this Affiliate Program:
AFFILIATE is responsible for all matters pertaining to AFFILIATE’s website including its development, maintenance, operation and placing Links on AFFILIATE’s website in compliance with the terms of the Affiliate Program. AFFILIATE is solely responsible for all items that appear on its website and for assuring that such items do not infringe upon or violate the rights of OWNER or any other party. Any activity by AFFILIATE or on AFFILIATE’s behalf that OWNER determines or reasonably suspects (i) to be the result of an unsolicited bulk email program or will result in AFFILIATE’s immediate termination from the Affiliate Program and AFFILIATE’s forfeiting of monies otherwise due hereunder. AFFILIATE represents and warrants to OWNER that its website does not and will not contain any materials that are illegal, and that AFFILIATE’s website is not operated for an illegal purpose or in an illegal manner.
AFFILIATE will have the obligation to place Links on its website which will direct customers to OWNER’s website via hypertext link. OWNER will make available to AFFILIATE allowable promotional Links, which may contain OWNER’s trade names, service marks, and/or logos for display on AFFILIATE’s website. These materials will contain its trademarks and other proprietary property. Subject to the terms and conditions hereof, AFFILIATE is granted a limited, non-exclusive, non-transferable, limited term license, during the Term of AFFILIATE’s active participation as an Affiliate Program member, to access, download, and utilize OWNER’s logo images provided to AFFILIATE and such Links and other designated promotional materials for placement on AFFILIATE’s website for the sole and exclusive purpose of promoting websites owned, operated or controlled by OWNER. In utilizing the Links, AFFILIATE agrees to cooperate fully with OWNER in order to establish and maintain such Link or Links.
AFFILIATE will only be permitted to use the Links that OWNER provides to AFFILIATE. AFFILIATE will not modify the Links or other materials that OWNER provides to AFFILIATE or the placement of the Links on AFFILIATE’s page. AFFILIATE consents to OWNER monitoring AFFILIATE’s website to determine continued compliance with this Agreement. Link may only be visually modified with the consent of OWNER. Any additional websites or entities will require prior written approval by OWNER.
If AFFILIATE discontinues the Affiliate Program or if AFFILIATE’s participation is terminated for any reason, AFFILIATE will immediately cease using these materials and will delete all such materials from AFFILIATE’s website and from each of AFFILIATE’s computer(s). AFFILIATE must obtain OWNER’s approval of all Links to OWNER’s site that AFFILIATE places on AFFILIATE’s website. AFFILIATE will cooperate with OWNER in the establishment and placement of Links on AFFILIATE’s website.
AFFILIATE must comply with OWNER’s ANTI-SPAM POLICY as follows:
AFFILIATE may not place Links to OWNER’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, or through similar Internet resources.
AFFILIATE agrees to comply with obligations (a-e) stated above and all applicable laws, rules, and regulations in connection with the performance of its obligations under this Agreement and that failure to comply therewith shall constitute a material breach of this Agreement for which OWNER may terminate this Agreement immediately.
To be considered a “Direct Result” of AFFILIATE’s efforts, substantially all of the contact with a customer that leads to a sale must have been made by AFFILIATE. Although initial contact and contact at the sale point shall be factors to consider, they are not determinative of such sale being a “Direct Result” of AFFILIATE’s efforts. Sales of the Product must be a “Direct Result” of AFFILIATE’s efforts in order to be a “Qualifying Purchase”, which indicates that the Link provided to AFFILIATE is the original source of the referral that occurred within sixty (60) calendar days of the most recent visit to OWNER’s site through the AFFILIATE’s website. There is no right to a referral fee if (i) a new customer makes a purchase outside of the sixty (60) day period; or (ii) a user later returns to OWNER's site through another link or source other than through AFFILIATE's website and makes a purchase.
“Revenue” is deemed to be calculated by the sale price less any expenses paid by OWNER on behalf of AFFILIATE in furtherance of the sale and the cost of goods sold.
In consideration for the duties performed hereunder, AFFILIATE shall be entitled to 30% of the Revenue earned for each Qualifying Purchase of the Product that is a Direct Result of AFFILIATE’S efforts. The 30% amount will be the standard commission unless otherwise determined via email correspondence. “Product” means any course, product or other service offered by OWNER.
OWNER is not responsible for the failure to assign any sale or referral fees to AFFILIATE if the same results from the improper formatting of the Link from AFFILIATE’s website. AFFILIATE should assure at all times that the Link is appropriately formatted and shall report any problems that AFFILIATE may have with the same to OWNER immediately. For avoidance of doubt, if a potential customer clears their cookies after accessing a Link, OWNER shall not be liable for any commissions that may have been owed to AFFILIATE since cookies associated with AFFILIATE's website have a set duration.
Any customer who makes purchases through OWNER’s website, regardless of whether they may have reached OWNER’s website through the Link from AFFILIATE’s website, are deemed to be OWNER’s customers and not AFFILIATE’s customers relative to OWNER’s Product and services. OWNER will have the right to contact these customers and send future marketing offers to them. AFFILIATE will have no right to referral fees on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a Link from AFFILIATE’s website. Additionally, all such customers and purchases will be subject to OWNER’s policies, procedures, rules and regulations and AFFILIATE has no right or authority to amend or offer any different offers relative to the purchase of Product from OWNER’s website. OWNER, however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to OWNER’s business and sale of Product at any time in its sole discretion.
Commissions deemed due and owed to AFFILIATE under the Affiliate Program will be paid to AFFILIATE directly by OWNER after any holding period and in accordance with a regular payout cycle established by OWNER. No commission will be paid for purchases by anyone within AFFILIATE’s organization or anyone in the AFFILIATE’s household. OWNER reserves the right to pay only for referrals from AFFILIATE that are acquired through Links on AFFILIATE’s website and domain name. Commissions can be earned per each new customer referred through the unique AFFILIATE Link. If AFFILIATE refers an already existing customer to OWNER (who has had an existing account with us at any time in the past and not originally acquired through the unique AFFILIATE Link), this referral would not be eligible for a commission with the Affiliate Program. Referrals who have signed up using free domain name services will be subject to manual inspection and may be deemed invalid by OWNER. OWNER reserves the right to cancel any of AFFILIATE’s coupons, even if the coupon is currently in use. All coupons created internally for OWNER promotion are ineligible for the Affiliate Program.
PayPal payments will only be re-issued within one-hundred twenty (120) days of the original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment.
AFFILIATE’s account balance must earn a minimum of one hundred dollars ($100) or more before AFFILIATE’s account is eligible for payment. Commission amounts earned for less than one hundred dollars ($100) (for example, one (1) sale for $50) will remain pending until the full one hundred dollar ($100) minimum balance has been earned. All sales still pending due to the minimum payment threshold must remain active and in good standing according to OWNER’s terms-of-service (“TOS”) requirements in order to be eligible for payment. Sales that are found not to be valid according to the TOS requirements at the time of the additional sale and earnings will be marked as invalid and not payable. Therefore, there will be the requirement that one hundred dollars ($100) in minimum earnings be valid according to OWNER’s sale requirements listed in the TOS in order for payment to be sent.
There is a one hundred dollar ($100) minimum threshold for Commission Fees. If AFFILIATE does not meet the minimum threshold of one hundred dollars ($100) within one (1) year after the end of the month in which a Qualified Purchase was properly completed, commission payments will be forfeited, and AFFILIATE’s commission balance will revert to zero dollars ($0). Payment will be made by OWNER quarterly by the fifteenth (15th) day of the following month in arrears for the previous quarter’s sales.
V. Trademarks and Copyrights
AFFILIATE will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that OWNER provided to AFFILIATE for use solely on AFFILIATE’s website, and any owned social media accounts, email programs and other marketing campaigns associated with said website or websites under this Agreement. AFFILIATE may only use the images that OWNER specifically makes available to Affiliate Program members at the area of OWNER’s website that is specifically designated as approved images. AFFILIATE may not distribute, reproduce, modify, or amend these images in any way. AFFILIATE may use these images only for the purposes of promoting OWNER’s website and Product on AFFILIATE’s website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies OWNER may create and amend from time to time regarding the Affiliate Program.
AFFILIATE will only use such items in the form, size, content, and appearance that OWNER provided them to AFFILIATE. AFFILIATE is not permitted to modify them. AFFILIATE agrees to display these items prominently on AFFILIATE’s website and associated marketing channels. These items may only be used if they contain the Link to OWNER’s website. This license shall immediately terminate upon the termination from the Affiliate Program. OWNER may also terminate this license upon notice to AFFILIATE in the event that AFFILIATE’s use of these items is contrary to or does not conform with OWNER’s standards, such standards to be determined in OWNER’s sole and absolute discretion. AFFILIATE agrees that OWNER retains all right, title and interest in and to all such materials. OWNER will retain all goodwill and other value associated with any of these materials. AFFILIATE will not gain any trademark, copyright or other proprietary rights to such materials. AFFILIATE agrees not to take any action that is contrary to or inconsistent with OWNER’s rights to these materials. AFFILIATE will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to OWNER or that paints OWNER in a false or negative light. OWNER may revoke the limited license granted hereunder at any time in writing to AFFILIATE. Upon termination or revocation, AFFILIATE will immediately cease any use of this material.
AFFILIATE is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to OWNER or to any other party and which may appear on OWNER’s website.
VI. Independent Contractors
Parties agree that the relationship of OWNER and AFFILIATE shall be considered that of an independent contractor and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, nor to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing. Nothing contained within this Agreement shall impose an obligation of exclusivity on one Party by the other. OWNER and AFFILIATE will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
This Agreement shall commence on the Effective Date and remain in full force and effect unless terminated. Either Party may terminate this Agreement without cause by providing thirty (30) days’ written notice to the other Party. OWNER may terminate the Agreement immediately for cause if AFFILIATE violates any obligations expressed in Section II above, which shall constitute a material breach of this Agreement.
VIII. Entire Agreement and Modification
This Agreement sets forth the entire agreement and understanding between Parties relating to the subject matter hereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Parties, written or oral. The Parties intend this Agreement to be a complete statement of the terms of their agreement and n
OWNER reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to AFFILIATE. Notice of any changes may be given via email to AFFILIATE or by posting such changes in the Affiliate Program sections of OWNER’s website. Such changes and modifications will take effect upon transmission of email or posting on OWNER’s website. AFFILIATE may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to AFFILIATE and such termination shall be AFFILIATE’s sole and exclusive remedy. In the event that AFFILIATE continues to participate in the Affiliate Program following such modifications, AFFILIATE will be deemed by AFFILIATE’s continued participation to accept any and all such changes.
AFFILIATE assumes all responsibility for the condition of tools and equipment used in the performance of this Agreement. OWNER is not responsible for any matter pertaining to AFFILIATE’s website or the content thereof. AFFILIATE hereby indemnifies and holds OWNER, and all of its stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that OWNER may incur and which are based in whole or in part upon AFFILIATE’s participation in the Affiliate Program, any claims that any of AFFILIATE’s trademarks and other proprietary material infringe upon the rights of any other Party, AFFILIATE’s breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to AFFILIATE’s use, operation or the content of AFFILIATE’s website
OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS OWNER’S WEBSITE OR TO ACCESS OWNER’S WEBSITE USING THE LINK FROM AFFILIATE’S WEBSITE. FURTHERMORE, OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO OWNER’S WEBSITE, THE AFFILIATE PROGRAM, AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, AFFILIATE’S ABILITY TO MAKE ANY REFERRAL FEES OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON OWNER’S COURSE OF DEALING OR USAGE OF TRADE. OWNER DOES NOT REPRESENT OR WARRANT THAT OWNER’S WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT OWNER’S WEBSITE OR ANY APPLICATION WILL FUNCTION WITHOUT INTERRUPTION.
OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER OWNER WAS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME. WITHOUT LIMITING THE FORGOING, OWNER’S TOTAL LIABILITY FOR ANY DAMAGES ARISING HEREUNDER SHALL NEVER EXCEED THE TOTAL REFERRAL FEES PAID AND PAYABLE BY OWNER PURSUANT TO THE TERMS HEREOF.
Each clause of this Agreement is a distinct and severable clause and if any clause is deemed illegal, void, or unenforceable, the validity, legality, or enforceability of any other clause or portion of this Agreement shall not be affected thereby. To the extent that valid provisions of this Agreement need to be modified as a result of a finding of partial invalidity, the Parties agree to negotiate in good faith such modifications as may be necessary to make this Agreement effective and to implement as nearly as possible the original intent of the Parties without the invalid provision.
XI. Choice of Law
The laws of the state of where the company is headquartered shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereto. At the time of this Agreement, OWNER is headquartered in Nevada.
The failure of OWNER in any instance to insist on the strict performance of the terms of this Agreement shall not be construed to be a waiver or relinquishment of any terms of this Agreement, either at the time of OWNER’s failure to insist upon strict performance or at any subsequent time, and such terms shall continue in full force and effect.
AFFILIATE may not assign this Agreement, by operation of law or otherwise, without prior written consent from OWNER. Notwithstanding the foregoing, either Party may assign all of its rights under this Agreement without the prior written consent of the other Party to an affiliate of such Party, or to any person or entity with whom a Party enters into a consolidation or merger, or who purchases all or substantially all of the business or assets of such Party to which this Agreement relates.
XIV. Effect of Termination
Upon termination according to Section VII, the following shall occur:
AFFILIATE shall continue to receive the profit share described herein from any continuing sales as a Direct Result of AFFILIATE’s efforts;
AFFILIATE shall direct all further inquiries regarding the Product back to OWNER;
AFFILIATE shall return or destroy any physical or digital copies of OWNER proprietary information in its possession including (but not limited to) marketing material, business plans, customer lists, and pricing information.
Upon termination or expiration of this Agreement, the following sections shall survive: Commission, Payments, Liability, Effect of Termination, and Confidentiality.
AFFILIATE acknowledges that during the Term of this Agreement, AFFILIATE may have access to and become acquainted with confidential information from OWNER (“Confidential Information”) which may include, but not limited to, various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by OWNER and/or used by OWNER in connection with the operation of its business including, without limitation, OWNER’s business and product processes, methods, customer lists, accounts and procedures. AFFILIATE agrees that it will not disclose any Confidential Information, directly or indirectly, or use it in any manner, either during the Term of this Agreement or at any time thereafter, except as required in the course of AFFILIATE’s engagement with OWNER or as mutually agreed upon in writing. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of OWNER and generated for use by OWNER or affiliates of OWNER, whether prepared by AFFILIATE or otherwise coming into his or her possession, shall remain the exclusive property of OWNER. AFFILIATE shall not retain any copies of the foregoing.
In the event that any information is disclosed to AFFILIATE through AFFILIATE participation in Affiliate Program related in any way to OWNER and its business which OWNER deems to be confidential and proprietary, AFFILIATE agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for AFFILIATE’s own purposes.
Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party or (ii) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party. The receiving Party shall: (i) protect the confidentiality of the Confidential Information of the disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the disclosing Party to any third party, and (iv) limit access to Confidential Information of the disclosing Party to its employees, contractors and agents. The receiving Party may disclose Confidential Information of the disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
Any notice or other communication required or permitted under this Agreement shall be in writing and shall be sent by email transmission, to OWNER at firstname.lastname@example.org.