1. IMPORTANT NOTICE: IT IS UNDERSTOOD AND AGREED THAT YOUR OFFER TO ENTER INTO THIS AGREEMENT MAY BE REJECTED BY ENHANCEDHEALING.COM FOR ANY OR NO REASON AT ALL AND THAT, UPON ACCEPTANCE OF YOUR OFFER BY ENHANCEDHEALING.COM, YOUR CONTINUED ENJOYMENT OF THE RIGHTS AND BENEFITS HEREUNDER IS CONDITIONED ON YOUR CONTINUED COMPLIANCE WITH THESE CONDITIONS.
2. Promotion of Our Relationship
As an Affiliate, we will make available to you (via http://www.enhancedhealing.com/affiliates) a variety of graphics and links, which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours. The Links may connect to individual products, royalty free music or the full products page.
3. Commission Rates
Commission rates will be based on the amount actually paid to us for purchases within our distribution area,
excluding amounts collected by us for taxes, shipping and handling costs, fees and similar charges, amounts
due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). The commision per
item is based upon the actual item. The amount of commision per item is as follows:
| Product Name |
Your Commision |
| Prescription for Stress |
$ 2.00 |
| Enhancing My Self Esteem |
$ 1.50 |
| Addiction Self-Defense Melody |
$ 1.00 |
| Proven Holistic Treatment for Addicts |
$ 1.00 |
| Anti-Anxiety Formula - Sleep |
$ 4.00 |
| Mental Clarity "Self-Defense" |
$ 6.00 |
| Hepatitis C Liver "Self-Defense" |
$ 6.00 |
| Multi-Vitamin Mineral "Self-Defense" |
$ 6.00 |
| 1 Royalty Free Music Selection |
$ 4.50 |
| 2 Royalty Free Music Selections |
$ 8.00 |
| 3 Royalty Free Music Selections |
$ 11.00 |
| 4 Royalty Free Music Selections |
$ 13.00 |
| 5 or more Royalty Free Music Selections |
$ 15.00 |
4. Affiliate Bonuses From time to time or at any time, we reserve the right to compensate you for your performance. Affiliate bonuses may be granted based on number of shipped orders, but are not limited to this reason. We reserve the right to conclude or change any bonus programs that we issue.
5. Commission Payment
We will pay your commissions on a monthly basis. Approximately 30 days following the end of each calendar year month, we will send you a check for the commissions earned on Net Sales of Product that we shipped during that month, less any taxes that we are required by law to withhold. Bonuses, if you are eligible to receive any, will be included in monthly compensation checks. However, if the commissions payable to you for any month are less than $25.00, we will hold these commissions until the total amount due is at least equal to $25.00.
6. Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting Products, descriptions and references on your site and linking those descriptions to our products; the accuracy and proprietary of materials posted on your site (including, but not limited to, all EnhancedHealing.com Product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; do not violate any applicable law or regulation, including but not limited to the Children’s Online Privacy Protection Act of 1998. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, and maintenance of your site.
You hereby agree that your site will not, in any way, copy or resemble the look and feel of our sites nor will you create the impression that your site is one of our sites or is a part of our sites, nor will you frame any page on the sites of EnhancedHealing.com being viewed by a user of your site who links to our sites through a Link.
7. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Network application (by provision of a password) and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn commission on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or the Product(s) refused or returned and the amount payable is greater than $50.00. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
8. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Notice of any change by email, to your address on our records, or the posting on our site(s) of a change notice or a new agreement, is considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Network rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site(s) or email to you will constitute binding acceptance of this change. Except for any such modifications this Agreement constitutes the sole and entire agreement of the parties.
9. Relationship of Parties
You and EnhancedHealing.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Use of the term "Affiliate" does not connote or denote any legal relationship between us except a contractual relationship according to the terms of this Agreement. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.
10. Disclaimers
We make no representation that the operation of our sites will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
11. Representations and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
b. The execution, delivery, and performance by you of this Agreement, and the consummation by you of the transactions completed hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to which you are subject; any order, judgment or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation, operating agreement or any other agreement or other instrument applicable to you or binding upon your assets or properties.
c. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.
d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trade name, trade or service marks, and, to the best of your knowledge, no basis exists for any such claim, action, or proceeding.
12. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These confidentiality provisions shall survive the termination of this Agreement.
13. Limitations of Liability
WE WIILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. SOME COUNTRIES, TERRITORIES, STATES, PROVINCES OR SOVEREIGNTIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL DAMAGES SO THE ABOVE LIMIATION OR EXCLUSION MAY NOT APPLY.
14. Indemnification
You hereby agree to indemnify and hold harmless EnhancedHealing.com and its affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any misrepresentation or breach of warranty or a covenant or agreement made by you herein, or (b) any claim related to your site, including, without limitation, content therein not attributable to us.
15. 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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. General Provisions
(a) This Agreement will be governed by and interpreted under the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the state and county of New York, and you irrevocably consent to the personal jurisdiction of such courts, and waive any objection to improper venue.
(b) You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective heirs, successors and assigns.
(c) If any part of this Agreement is invalid or unenforceable, that part will be construed, limited or severed so as to eliminate its invalidity or unenforceability. If any provision(s) of this Agreement is held, for any reason, to be illegal, invalid or unenforceable in any circumstance or jurisdiction, the remaining provisions will nonetheless be legal, valid and enforceable provisions, and the affected provision(s) will remain legal, valid and enforceable in other circumstances or jurisdiction.
(d) Headings and divisions in this Agreement are for convenience of reference only and will not affect the construction or interpretation of this Agreement.
(e) The terms of this Agreement that expressly or by implication are intended to continue beyond its termination will survive such termination.
(f) Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
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