|Conversion action||Online purchase with processed valid payment|
|Cookie days||90 day(s)|
|Commission type||Percent of Sale|
AUTHORIZED AFFILIATE REWARDS PROGRAM AGREEMENT TERMS & CONDITIONS
2. DEFINITION OF TERMS.
4. INTELLECTUAL PROPERTY. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.5. PRINTED ADVERTISING MATERIALS. Company may make available to Affiliate downloadable and print sales and marketing materials designed to promote Affiliate referral orders. Affiliate agrees to use only unmodified sales and marketing materials provided by Company in promoting or sales efforts. This includes, but is not limited to, order forms, brochures, videos, handouts, product sell sheets, etc. Affiliate may submit to Company a custom ad and material they wish to use with Company’s written permission. Company is under no obligation to approve any additional materials as submitted. Furthermore, Affiliate agrees to make no representation promise warranty or guarantee other than what is specifically contained in the Company sales material or web site. Affiliate will not alter, add to, subtract from, or otherwise modify the Advertising Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Advertising Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
6.1 Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials provided by Company, unless Company agrees to such other materials in writing prior to their display.6.2 Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
6.3 The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.
7. SUBMITTING REFERRAL ORDERS. Affiliate may submit new subscriber orders to Company online at www.floridahealthalert.com/rescuetouch. Affiliates will use only the exact Affiliate Order Link as made available to the Affiliate. It is the Affiliate’s sole responsibility to enter their Affiliate link ID on each and every new order in order to receive proper credit. New Company orders received without a valid Affiliate link ID may not be awarded to the Affiliate without valid documentation. Company reserves the right to disapprove any referral order at its sole discretion.
9. RESPONSIBILITY FOR AFFILIATE SITE. Affiliate will be solely responsible for Affiliate site, including its development,
operation, and maintenance and all materials that appear on or within it. For example, Affiliate will be solely responsible for:
9.2 Displaying Special Links and Content on Affiliate site in compliance with this Operating Agreement and the Operational Documentation and any agreement between Affiliate and any other person or entity (including any restrictions or requirements placed on Affiliate by any person or entity that hosts Affiliate’s site);
9.4 Using the Content, Affiliate’s site, and the materials on or within Affiliate’s site in a manner that does not infringe, violate, or misappropriate any of Company’s rights or those of any other person or entity (including copyrights, trademarks, privacy,
publicity or other intellectual property or proprietary rights);
9.6 Any use that Affiliate makes of the Content and the Company Marks, whether or not permitted under this Operating Agreement.
11. WEB LINK ORDER PROCESSING. Company will process Product Orders placed by customers who follow Special Links from Affiliate’s site to the Company Site. Company reserves the right to reject orders that do not comply with any requirements on the Company Site, as they may be updated from time to time. Company will track Qualifying Purchases (defined in Section 14) for reporting and affiliate reward accrual purposes and will make available to Affiliate reports summarizing those Qualifying Purchases.
12.1 Any Product purchase that is not correctly tracked or reported because the links from Affiliate site to the Company Site are not properly formatted;
12.3 Any Product purchased through a Special Link that violates the terms of this Agreement;
12.5 Any Product purchased after termination of this Operating Agreement;
12.7 Any Product purchased by a customer who is referred to the Company Site through any of the following:
12.7.2 A link to the Company Site, including a Redirecting Link, that is generated or displayed on a Search Engine in
response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
13.1 Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other
duties set forth in this Agreement.
13.2.1 Sexually explicit, obscene, or pornographic;
13.2.3 Graphically violent, including any violent video game images; or
13.3 Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on
Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
13.5 Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
13.7 Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing
Company or Company’s website.
15. AFFILIATE REWARD AMOUNT. Company agrees to award Affiliate for every new Qualifying Purchase(s) accepted by Company. Specifically, Company will compensate a Standard Affiliate with a minimum of twenty percent (20%) affiliate reward for
each approved Qualifying Order. Affiliate rewards are paid based upon subscriber payment being received by Company. Company is not required to pay affiliate rewards to Affiliate in the event Company is not paid by Subscriber.
16.1 Payment by PayPal Direct Deposit. If you select payment by direct deposit, we will directly deposit the affiliate rewards you earn into the bank account you designate, but may accrue and withhold affiliate rewards until the total amount due to you is at least $50. If you select this method of payment, you must provide us with the name of your bank, the bank account
type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account. If you have chosen payment by direct deposit and you do not provide this information, or it is not valid (e.g., the account has been closed or changed) or the payment is otherwise rejected by your bank, you may instead receive payment by check and be subject to the processing fees described below until you provide valid account information.
16.3 Record keeping. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 30 days of discovering such discrepancy.
18. TAXES. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
20. POLICIES AND PRICING. Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Company Site. Accordingly, as between Affiliate and Company, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Company Site will apply to those customers, and we may change them at any time.
22. CONTRACTUAL OBLIGATIONS. Company and Affiliate agree that neither party has the authority to enter into contracts, agreements, and obligations, or bind the other in any manner, except as provided herein, unless authorized in writing prior to executing such commitments.
24. MAINTAINING ACTIVE PROGRAM STATUS. Affiliate understands and accepts that a minimum participation level is required to continue the affiliate program. If Affiliate has not earned any affiliate rewards in the year prior to any given calendar month, then on the first day of that calendar month we may charge affiliate an account maintenance fee that will be deducted from
Affiliate’s unpaid accrued affiliate rewards. That account maintenance fee will be the lesser of $10 or the amount of unpaid accrued affiliate rewards in Affiliate’s account. Further, any unpaid accrued affiliate rewards in Affiliate’s account may be subject to escheatment under state law. Company may deduct or withhold any taxes that Company may be legally obligated to deduct or withhold from any amounts rewarded to Affiliate under this Operating Agreement. Rewards made to Affiliate, as reduced by such deductions or withholding, will constitute full payment and settlement to Affiliate of amounts payable under this Operating Agreement. From time to time, Company may request tax information from Affiliate. If Company request tax information from Affiliate and Affiliate does not provide it to Company, Company may (in addition to any other rights or remedies available to Company) withhold Affiliate’s rewards until Affiliate provides this information or otherwise satisfies Company that Affiliate is not a person from whom Company is required to obtain tax information.
26. NON-COMPETE COVENANT. During the term of Affiliates 's engagement with Company and for a period of two (2) years following, Affiliate (individually and on behalf of any entity, corporation or partnership Representative owns or controls) shall not directly or indirectly, on Affiliate's own or on behalf of any other person, whether as owner, employee, agent, consultant or in any other capacity, engage in any activities of the type in which Affiliate is engaged on behalf of Company including, without
limitation, the representation of any manufacturer, seller, or marketer of medical alarms, mobile personal help alert, or tracking
device products that are the same as or that are competitive with the Company Services sold, marketed or represented by Affiliate, and in which such activities are competitive with the business of the Company Products and Services, or enter into any compensation arrangement, sale of Affiliate's business, distribution of assets, or any other transaction relating to the manufacture, distribution, promotion or sale of products which directly or indirectly compete with Company Products and Services
sold, marketed or represented by Affiliate. The territorial scope of this restriction shall be limited to the geographical area covered by Affiliate or in which Affiliate solicited customers or sold Company Products and Services on behalf of Company during any part of the eighteen (18) month period preceding the termination of Affiliate’s engagement with Company. Affiliate represents and warrants that if Affiliate does business as a partnership or corporation Affiliate shall require the principals, owners, sales employees, key management employees and contractors of Affiliate to execute this non-compete and non-solicit agreement.
Notwithstanding any contrary agreements or undertakings, Affiliate agrees that Company may solicit and, upon termination of the relationship, may employ any of Affiliate's sales associates, employees and contractors in its sole discretion without liability to Affiliate or any entity Affiliate owns or controls.
28. AGREEMENT TERM. This Agreement shall take effect when Affiliate’s application is approved and Affiliate is issued their Special Link. The Agreement shall remain in full force and effect indefinitely until terminated pursuant to this Agreement.
30. ARBITRATION AGREEMENT. Any controversy or claim arising out of or relating to this contract, or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitration(s) may be entered in any court having jurisdiction thereof. Both Parties to this contract, by entering into agree that all claims must be arbitrated and are giving up their constitutional rights to have any such dispute decided in a court of law before a jury and instead are accepting the use of arbitration. Arbitration must take place in Orlando Florida. The validity, interpretation, and performance of this Agreement, and any dispute connected therewith shall be governed and constructed according to the law of the State of Florida.
32. HEADINGS. The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
34. SEVERABILITY. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
37. ENTIRE INTEGRATED AGREEMENT, MODIFICATION, ALTERATION & WAIVER. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement between the parties with reference to the subject matter hereof, supersedes and replaces all prior written Agreements which the parties may have executed relative to the same subject matter, and merges all prior or contemporaneous representations, statements or understandings between them relative hereto. This Agreement may not be changed or modified orally, but only by a subsequent instrument in writing, signed by both parties, which states that it is an Amendment hereto.