This Affiliate Partner Program Operating Agreement (the "Agreement") is made and entered into by and between NaturalHealth365Partners.com ("NaturalHealth365" or "we"), and the party submitting an application to become a NaturalHealth365 affiliate partner (“Affiliate Partner”). The terms and conditions contained in this Agreement apply to Affiliate's participation with NaturalHealth365partners.com ("Affiliate Partner Program"). In connection with the Affiliate Partner Program, Affiliate Partner may see offers by NaturalHealth365 or a third party that may link to a specific web site for that particular Offer. By participating in an Offer, Affiliate Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the actual, implied and apparent authority to bind the Affiliate Partner to the terms of this Agreement.
Enrollment in the Affiliate Partner Program
Affiliate Partner must submit an Affiliate Partner Program application from https://naturalhealth365partners.com/. Affiliate Partner must provide accurate and complete information in Affiliate Partner's application. NaturalHealth365 may accept or reject Affiliate Partner's application at their sole discretion for any reason. Until such time as the application is received by NaturalHealth365 and approved via online acceptance or in writing by NaturalHealth365, Affiliate Partner shall have no rights and NaturalHealth365 shall have no obligations under this Agreement.
Obligations of the Parties
Subject to NaturalHealth365 's written or online acceptance of Affiliate Partner as a partner and Affiliate Partner's continued compliance with the terms and conditions of this Agreement, NaturalHealth365 agrees as follows:
⦁ NaturalHealth365 will make available to Affiliate Partner via the Affiliate Partner Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which Affiliate Partner may display on web sites owned or controlled by Affiliate Partner, in emails sent by Affiliate Partner and in online advertisements (collectively, "Media"). The Links will serve to identify Affiliate Partner as a member of NaturalHealth365 's Affiliate Partner Program and will establish a link from Affiliate Partner's Media to the Program Web Site.
⦁ NaturalHealth365 will pay Affiliate Partner for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (I) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person , (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by NaturalHealth365 , and (v) is not later determined by NaturalHealth365 to be fraudulent, incomplete, unqualified or a duplicate user.
⦁ NaturalHealth365 will pay Affiliate Partner any Commissions earned on a monthly basis, two months preceding payment and, as for an example, all commissions earned in the Month of August, will be remitted on or before October 15th and all commissions earned for the month of September will be remitted on or before November 15th and same shall follow for each calendar month in which a commission is earned during the time period this Agreement remains in force. Payment shall be contingent upon the total Commissions NaturalHealth365 owes affiliate partner is greater than $50 USD. Accounts with a balance of less than $50 USD will roll over to the next month and will continue to roll over monthly until the $50 USD minimum is reached. NaturalHealth365 reserves the right to charge back to Affiliate Partner's account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
⦁ Payment for Commissions is dependent upon the customer providing such funds to NaturalHealth365, and therefore, Affiliate Partner agrees that NaturalHealth365 shall only be liable to Affiliate Partner for Commissions to the extent that NaturalHealth365 has received such funds from the customer.
⦁ If Affiliate Partner has an outstanding balance due to NaturalHealth365 under this Agreement or any other agreement between the Affiliate Partner and NaturalHealth365, whether or not related to the Affiliate Partner Program, Affiliate Partner agrees that NaturalHealth365 may offset any such amounts due to NaturalHealth365 from amounts payable to Affiliate Partner under this Agreement.
Affiliate Partner also agrees that:
⦁ It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.
⦁ All materials posted on the Media or otherwise used in connection with the Affiliate Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that NaturalHealth365 informs Affiliate Partner that it considers objectionable (collectively, "Objectionable Content").
⦁ It will not make any representations, warranties or other statements concerning NaturalHealth365.
⦁ The Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the Media is endorsed by NaturalHealth365 or Clients or a part of the Program Web Site, without prior written permission from NaturalHealth365.
⦁ It will comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the Links.
⦁ It will comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate Partner in connection with the Affiliate Partner Program, including but not limited to, email providers, social networking services and ad networks.
⦁ It will not place NaturalHealth365 ads on any online auction platform (i.e. eBay, Amazon, etc.).
The following additional program-specific terms shall apply to any promotional programs set forth below:
⦁ Email Campaign: NaturalHealth365 will provide an opt-out method in all links, however, if any opt-out requests come directly to Affiliate Partner, Affiliate Partner shall immediately forward them to NaturalHealth365 at [email protected]. Affiliate Partner's emails containing the Links may not include any content other than the Links, except as required by applicable law.
⦁ Advertising Campaigns: No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed by NaturalHealth365 in writing.
⦁ Affiliate Partner Network Campaigns: For all Affiliate Partners that maintain their own partner networks, Affiliate Partner agrees to place the links in its partner network (the "Affiliate Partner Network") for access and use by those partners in the Affiliate Partner Network (each a "Third Party Affiliate Partner"). Affiliate Partner agrees that it will expressly forbid any Third-Party Affiliate Partner to modify the Links in any way. Affiliate Partner agrees to maintain its Affiliate Partner Network according to the highest industry standards. Affiliate Partner shall not permit any party to be a Third-Party Affiliate Partner whose web site or business model involves content containing Objectionable Content. All Third-Party Affiliate Partners must be in good standing with Affiliate Partner. Affiliate Partner must require and confirm that all Third-Party Affiliate Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links. Affiliate Partner shall promptly terminate any Third-Party Affiliate Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate Partner with respect to the Links, Affiliate Partner shall promptly disclose to NaturalHealth365 the identity and contact information for such Third-Party Affiliate Partner. Affiliate Partner shall promptly remove any Third-Party Affiliate Partner from the Affiliate Partner Program and terminate their access to future Offers of NaturalHealth365 in the Affiliate Partner Network upon written notice from NaturalHealth365. Affiliate Partner shall remain liable for all acts or omissions of any Third-Party Affiliate Partner.
For purposes of the Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
⦁ a party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
⦁ the material terms of the Agreement;
⦁ any information marked or designated by the Disclosing Party as confidential; and;
⦁ Confidential, or trade secret information, or know-how belonging to or in the possession of either the NaturalHealth365 of Affiliate Partner to include, without limitation, technical and business information or know-how relating to NaturalHealth365’s inventions or products; research and development materials, name, address, telephone numbers, fax numbers, email addresses, social media content, contact persons and contact information of persons, companies, partners, affiliate partners, third-party partners or their representatives or customers, vendors, subcontractors, suppliers, material men, laborers, employees; marketing materials; production materials; customer lists, affiliate partner lists, third-party affiliate lists, vendor lists, identity of any affiliate partners or third-party affiliates future business plans, sketches and development plans; trade secrets; market analysis; data, records, discs, tapes, writing, techniques, methods, processes, formulas, patterns of design, constructions, invention, improvement, know-how, drawings, blueprints, computer software programs, or any other information, knowledge, or intelligence relating to any aspect of the NaturalHealth365’s manufacture, promotion, marketing, sales, sources of supply, design, activity, engineering, manner of doing business, management, ownership, personnel, outside contractors, financial matters, leases, orders, customers, affiliate partners, third-party affiliates, trademarks, patents, copyrights and their use, status and application industrial or intellectual property, and any other part or aspect of the NaturalHealth365’s business and business opportunities in any part of the world, and other identifying information relating to the operations of the NaturalHealth365, providers, agents, affiliate partners, third-party affiliate partners and/or customers, information with respect to the needs and requirements of various customers, affiliate partners or third-party affiliate partners of NaturalHealth365 whether or not said information is of public record.
The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.
Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
⦁ is generally available to or known to the public through no wrongful act of the receiving party;
⦁ was independently developed by the Receiving Party without the use of Confidential Information; or
⦁ was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.
The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond and that Affiliate Partner stipulates that in order to protect the disclosure or unauthorized use of the Confidential Information, it will be reasonable and necessary for the protection of the NaturalHealth365 and because NaturalHealth365 will be irrevocably harmed if the Affiliate Partner violates the restriction on the disclosure of the Confidential Information, that NaturalHealth365 may enforce the non-disclosure by means of a preliminary or permanent injunction, without prejudice to such damage rights as may exist. Affiliate Partner further understands that NaturalHealth365 shall have the right to seek such preliminary or permanent injunctive relieve without notice to Affiliate Partner because of the severe harm and damage that may result to NaturalHealth365 and its business should notice be required and the attendant time delay in obtaining such preliminary and/or permanent injunctive relief. Therefore, if the NaturalHealth365 should institute an action or proceeding to specifically enforce the provisions hereof, the Affiliate Partner who such action or proceeding is brought hereby waives the claim or defense therein that the NaturalHealth365 has an adequate remedy at law, and shall not argue in such action or proceeding the claim or defense that such remedy at law exists. Furthermore, it being unlikely that the NaturalHealth365 can determine with specificity the entire or exact costs, damage, or injury which NaturalHealth365 will sustain by reason of a breach by the Affiliate Partner of the terms hereof, the Affiliate Partner agrees to pay NaturalHealth365 liquidated damages in the amount of one hundred thousand dollars ($100,000.00) in the event of breach of the covenants herein contained, which sum shall be reduced to written judgment having the force and effect of a judgment entered by an court of competent jurisdiction. The parties agree that such sum has been independently negotiated and agreed upon as compensation for injury suffered by NaturalHealth365, and is not a penalty or fine. The foregoing provision is not intended to preclude the pursuit by NaturalHealth365 of any other equitable or legal remedies at its disposal. Affiliate Partner further agrees, pursuant to Florida Statutes, Chapter 77, to allow the collection of said sums by means of any proper and legal execution process provided by law, as well as by levy on his/her wages by means of a continuing writ of garnishment.
Limited License & Intellectual Property:
Affiliate Partner may not alter, modify, manipulate, or create derivative works of the Links or any NaturalHealth365 graphics, creative, copy or other materials owned by, or licensed to, NaturalHealth365 in any way. Affiliate Partner is only entitled to use the links to the extent that Affiliate Partner is a member in good standing of the Affiliate Partner Program. NaturalHealth365 may revoke Affiliate Partner's license any time by giving Affiliate Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate Partner any rights to any of NaturalHealth365's trademarks, service marks, copyrights, patents or trade secrets. Affiliate Partner agrees that NaturalHealth365 may use any suggestion, comment or recommendation Affiliate Partner chooses to provide to NaturalHealth365 without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by NaturalHealth365.
This Agreement shall commence on the date of NaturalHealth365's approval of Affiliate Partner's Affiliate Partner Program application and shall continue thereafter until terminated as provided herein. Affiliate Partner may terminate Affiliate Partner's participation in the Affiliate Partner Program at any time by removing all links from Affiliate Partner's Media and deleting all copies of the Links. NaturalHealth365 may terminate Affiliate Partner's participation in one or more Offers or this Agreement at any time and for any reason which NaturalHealth365 deem appropriate with or without prior notice to Affiliate Partner and with or without cause by disabling the Links or providing Affiliate Partner with a written notice. Upon termination of Affiliate Partner's participation in one or more Offers or this Agreement for any reason, Affiliate Partner will immediately cease all use of and delete all Links, plus all NaturalHealth365 or Client intellectual property, and will cease representing yourself as a NaturalHealth365 or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to NaturalHealth365 under this Agreement NaturalHealth365 reserves the right to delete any actions submitted through Affiliate Partner's Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Affiliate Partner's account if (i) NaturalHealth365 determines that Affiliate Partner has violated this Agreement, (ii) NaturalHealth365 receives any complaints about Affiliate Partner's participation in the Affiliate Partner Program which NaturalHealth365 reasonably believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, NaturalHealth365 reserves the right to disclose Affiliate Partner's identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Affiliate Partner's actions. Such suspension will be in addition to NaturalHealth365's available rights and remedies including those set forth in Confidentiality Paragraph above that entitles NaturalHealth365 to seek equity relief in the form of a temporary and permanent injunction without notice and to recover liquidated damages in the amount set forth therein.
Affiliate Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Partner Program must include the appropriate party's opt-out link. From time to time, NaturalHealth365 may request - prior to Affiliate Partner's sending emails containing linking or referencing the Affiliate Partner Program that Affiliate Partner submit the final version of Affiliate Partner's email to NaturalHealth365 for approval by sending it to Affiliate Partner's NaturalHealth365 representative and upon receiving written approval from NaturalHealth365 of Affiliate Partner's email the email may be transmitted to third parties.
It is solely Affiliate Partner's obligation to ensure that the email complies with the Act. Affiliate Partner agrees not to rely upon NaturalHealth365's approval of Affiliate Partner's email for compliance with the Act or assert any claim that Affiliate Partner are in compliance with the Act based upon NaturalHealth365's approval.
Affiliate Partner is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners, or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Affiliate Partner's permitted access to the Affiliate Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. NaturalHealth365 shall make all determinations about fraudulent activity in its sole discretion.
NaturalHealth365 may change, suspend, or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a link. Affiliate Partner agrees to promptly implement any request from NaturalHealth365 to remove, alter or modify any link, graphic or banner ad that is being used by Affiliate Partner as part of the Affiliate Partner Program.
Affiliate Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate Partner has independently evaluated the desirability of participating in the Affiliate Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Partner Program.
Limitation of Liability:
IN NO EVENT SHALL NaturalHealth365 BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF NaturalHealth365. IN NO EVENT WILL NaturalHealth365 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT NaturalHealth365 HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NaturalHealth365'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY NaturalHealth365 IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
By submitting an application to the NaturalHealth365 Affiliate Partner Program, Affiliate Partner affirms and acknowledges that Affiliate Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Affiliate Partner does not wish to be bound by this Agreement, Affiliate Partner should not submit an application to Affiliate Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement is being executed and delivered in the State of Florida and shall be governed by and construed and enforced in accordance with the laws of the State of Florida, and venue for any legal proceedings concerning this Agreement or by and between the parties arising from the terms and conditions of this Agreement shall be exclusively in Lake County, Florida.
Waiver of Jury Trial:
The parties hereby agree to waive a jury trial on all disputes arising out of this Contract.
The paragraph headings are inserted in this Agreement only for convenience, and in no way define, limit, or describe the scope or intent of any provision of this Agreement.
If any term, covenant, warranty, paragraph, clause, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and this Agreement shall be construed as if the invalid, void, or unenforceable provisions were omitted.
Heirs and Assigns:
This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, personal representatives, devisees, legatees, successors, and assigns.
Any notice, demand, or other communication required or desired to be given under this Agreement (“Notice'') shall be in writing and shall be deemed to have been sufficiently given or served, for all purposes, if sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses:
4327 S Highway 27 #110
Clermont, FL 34711
Any party may change the address to which a Notice is to be sent to him or her by Notice in writing to the other parties as provided above.
Remedies Not Exclusive:
All of the rights, benefits, and remedies provided to the NaturalHealth365 or Affiliate Partner by this Agreement, or by any instrument or document executed pursuant to this Agreement, shall be cumulative and shall not be exclusive of any rights, remedies, and benefits allowed by law or equity to the NaturalHealth365 and Affiliate Partner.
No Waiver of Rights:
Failure by NaturalHealth365 to insist on or enforce any of her rights shall not constitute a waiver of those rights by the NaturalHealth365, and nothing shall constitute a waiver of the NaturalHealth365’s right to insist on strict compliance with the provisions of this Agreement.
Interpretation of Pronouns:
Wherever in this Agreement, words, including pronouns, are used in the masculine, they shall be read and construed in the feminine or neuter whenever they would so apply; and wherever in this Agreement, words, including pronouns, are used in the singular or plural, they shall be read and construed in the plural or singular, respectively, wherever they would so apply.
Supersedes All Previous Agreements:
This Agreement supersedes any and all previous agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement.
Changes in Writing:
No changes or modifications of this Agreement shall be valid unless in writing and signed by all of the parties to this Agreement. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
In any action or proceeding construing, involving or relating to the enforcement of any term or provision of this Agreement, or to secure any rights provided under this Agreement or accorded by law, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs against the non-prevailing party, which rights shall include all attorneys’ fees, taxable costs and non-taxable costs incurred in any litigation, alternative dispute resolution proceedings, whether said costs be incurred at the trial level, appellate level or in any bankruptcy proceeding.
If you have any questions regarding these terms and conditions, you may contact us by email at [email protected] or by USPS mail addressed as follows:
4327 S Highway 27 #110
Clermont, FL 34711
All Rights Reserved
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