IHEALTH FULFILLMENT AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND iHEALTH FULFILLMENT (“Company”). BY SUBMITTING APPLICATION, AND BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions governing your relationship with the Company and, if applicable, your participation in the iHealth Fulfillment Affiliate Program (the “Program”). The purpose of this Agreement is to allow HTML linking between your web site and the connecting product(s) website for the purpose of referring potential customers to iHealth Fulfillment. Please note that throughout this Agreement, “we,” “us,” and “our” refer to iHealth Fulfillment, and “you,” “your,” and “yours” refer to the Affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit a completed affiliate agreement application provided by iHealth Fulfillment.
We will reject your application or cancel an existing affiliate account if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes “iHealth Fulfillment’s” or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. Promotes get-rich-quick schemes that have no tangible business value.
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are iHealth Fulfillment’s or any other affiliated business.
- Unless otherwise approved in writing by Company, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
- Affiliate websites must be fully functional at all levels;
- Affiliate’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
- Spawning process pop-ups are prohibited; and Spawning such other criteria as Company may from time to time determine, in its sole discretion.g process pop-ups are prohibited; and
2.3. As a member of iHealth Fulfillment’s Program, you will have access to sales reports
2.4. iHealth Fulfillment’s reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
2.6. It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
2.7. It is your obligation to review the Terms of Service for the Affiliate Program regularly. You must stay aware of any changes to the iHealth Fulfillment Terms of Service, although iHealth Fulfillment’s will use its reasonable efforts to notify you of any changes.
3. iHealth Fulfillment’s Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
3.2. Company actively monitors traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; fraudulent leads as determined and reported by Company’s clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Programs.
If you fraudulently add leads or clicks, or inflates leads or clicks by fraudulent traffic generation, as determined solely by Company, you will forfeit your entire commission for all Programs and your account will be terminated. In addition, in the event that you have already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand reimbursement from you.
iHealth Fulfillment reserves the right to terminate this Agreement and your participation in the iHealth Fulfillment’s Affiliate Program immediately and without notice to you should you commit fraud in your use of the iHealth Fulfillment Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, iHealth Fulfillment shall not be liable to you for any commissions for such fraudulent sales.
4. Term and Termination
This Agreement will begin upon our acceptance of your affiliate application and will continue unless terminated hereunder. Either you or we may end this Agreement on three (3) business days’ written advance notice to the other party, with or without cause Termination notice may be provided via email and will be effective immediately, including that you must immediately cease all advertising activities. All money’s then due will be paid during the next billing cycle, subject to any final accounting.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, (which may be provided by email to the email address provided in the course of your registration with the Company). Modifications may include, but are not limited to, changes in the payment procedures and the iHealth Fulfillment Affiliate Program rules. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following the email of the change notice and the new Agreement on our site will indicate your agreement to the changes.
6. Commissions & Payment
6.1. iHealth Fulfillment is a paid affiliate program. We pay affiliates up to 20% recurring commission on referred customers.
6.2. Affiliates are paid about every 30 days by an ACH bank payment, approximately 15 days after the prior period, provided that Company may, in its discretion, withhold payments until such time as its clients have paid Company for the Program. In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you. All payments are made in U.S. dollars only.
6.3. Company shall compile, calculate and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by you.
6.4. IHealth Fulfillment will only pay Affiliates for commissions that are earned and tracked through their termination as an Affiliate. Any Affiliate that is removed from the program because of non-compliant behavior will not receive commissions from any referred customers.
6.5. If commission does not exceed $100 affiliates during prior period, iHealth Fulfillment reserves the right to hold payment until commissions accumulate to the minimum amount.
6.6. As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service).
7. Access to Affiliate Control Panel
We will create, and email you a password so that you may enter your secure affiliate account interface. You will be able to change your password on your first log-in.You may not share your password with any other person. You are responsible for any actions taken through the use of your password.
8. Promotion Restrictions
8.1. You are free to promote your own websites, but any promotion mentioning iHealth Fulfillment could be perceived by the public or the press as a joint effort. To avoid confusion, the following promotional restrictions are to be followed by all participating affiliates.
Certain forms of advertising are always prohibited by iHealth Fulfillment. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote iHealth Fulfillment so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote iHealth Fulfillment so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from iHealth Fulfillment and its clients. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the iHealth Fulfillment Affiliate Program. Any pending balances owed to you will not be paid if your account may be forfeited because of unacceptable advertising.
8.2. Affiliates are prohibited from keying in prospect’s information into the lead form with the intent of misrepresenting or falsifying leads.
8.3. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. For example, all endorsements, reviews, testimonials on iHealth Fulfillment’s products and services, as well as relationships between other types of content websites (forums, blogs, microblogs and other Social Media channels). The FTC has noted that “when there exists a material connection between the endorser and the seller of the advertised product” it is imperative that such connection is “fully disclosed”. FTC also scrutinizes that relationship as an endorser-sponsor and believes that the end user has the right to understand that an endorser-sponsor relationship exists full text here. We share the concept and concern of the FTC’s approach, and will not tolerate any affiliates that fail to adhere to the FTC’s guidance. We reserve the right to terminate our relationship with any non-compliant affiliates.
9. Grant of Licenses; Confidentiality
9.1. Company grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of iHealth Fulfillment’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of iHealth Fulfillment and the goodwill associated therewith (including any data derived from the Program) will inure to the sole benefit of iHealth Fulfillment.
Confidentiality. Each party agrees to use the other party’s Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party’s Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services.
Notwithstanding the foregoing, Publisher agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation.
Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
IHEALTH FULFILLMENT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING IHEALTH FULFILLMENT SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF IHEALTH FULFILLMENT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE 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 represent and warrant that:
11.1. 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;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless iHealth Fulfillment and their subsidiaries and 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 (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site.
You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.
Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and IHealth Fulfillment. 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 any other of site or otherwise, that reasonably would contradict anything in this section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party).
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the conflicts of laws and principles thereof. Further, the parties hereby consent to the general jurisdiction of the federal and state courts located in Carson City, Nevada and agree that any action or proceeding concerning this Agreement shall be brought exclusively in such courts.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
15. Your Website
Please Note: The information contained in this note only represents a summary of the subject matter covered, and is not intended to be comprehensive or to be a substitute for detailed advice.
As an affiliate, it is important that you understand you are running a business, and you should treat your affiliate marketing activities as such. If you do not run your business lawfully, you can get into trouble. By taking steps to ensure that you are legal, decent, honest and truthful (reading this is a good start) you can put yourself in a better position to attempt to withstand any challenge that may come in relation to your website.
1. THE CONTENT ON YOUR WEBSITE
The most important thing to remember when writing copy for your website is that YOU ARE RESPONSIBLE FOR THE CONTENT ON YOUR WEBSITE.
There are a few particular areas where we receive complaints about the content on affiliates’ websites:
The number one complaint that we receive in relation to content on affiliates’ websites is from brand owners who say that their products have been compared with another (merchants) brand on an affiliates’ websites. Brand owners get annoyed when something negative (and potentially untruthful) is written about their brand, normally in order to ‘flip’ customers to another brand. Comparison marketing can be legal in certain circumstances. However, if you write negative comments about a particular brand, if you cannot prove the accuracy of that statement then you certainly must not write it. For example, if you say that “Product X may result in undesired bside effects” when you do not know if this is true then you should not write it.
There may also be circumstances when you find yourself the subject of challenge for saying something negative about a brand even though it may be factual correct. For this reason, care should be taken when comparing products on your website. If in doubt we recommend that you immediately remove any content in question. You must also be responsive to all requests to review the content in question. You must have an email contact form on your website. We require that you respond to all requests to review and change any content that may contain a potential factual error. If in doubt we recommend that you immediately remove any content in question.
FALSE AND MISLEADING INFORMATION
All the content on your website must be factually accurate. In addition, any claims that you make must be capable of substantiation. Substantiation means that you must be able to support what you are saying with proof or evidence. This can be one of the hardest things for affiliates to achieve.
When writing your copy and considering whether any of the information on it is false or misleading, you should consider questions such as:
Is the content factual or opinion?
Am I making any claims?
Do I have the evidence to prove the claims I am making?
If the content is my personal opinions, do I make this clear?
Affiliates must ensure that their content is fresh and up to date. This is necessary to ensure that they do not find themselves inadvertently misleading readers of their website. In addition, this may also prevent conversion leakage, because by ensuring website content mirrors the merchant’s site there will be a consistent message which is likely to result in higher conversions. Affiliates should ensure that website copy is based on merchants’ sites: for example, use the same sales message. If the merchant’s key selling point is that they are the most clinically proven product in the market, don’t try and market the product around price and their offline PR endorsements. Affiliates should keep a close eye on merchants’ sites and update content accordingly; leaving old offers, discount codes and expired prices on your site can leave affiliates open to legal challenge. If a merchant runs a promotion, make sure content is updated to reflect the campaign. Once the promotion has finished, ensure that the information in relation to the promotion is removed.
Affiliates are required by law to make it clear to visitors to their website that as an affiliate they may receive a commission if the user clicks through certain links and goes on to purchase a product on that website. iHealth Fulfillment requires all affiliates to comply with these guidelines. Failure to do so may result in removal from our affiliate program. In order to comply with these guidelines, your disclosures must meet four basic requirements. They must be frequent, clear, conspicuous, and require no scrolling or other types of user action to locate the disclosure.
1. Frequent: Your disclosure must appear on any page that has a review, recommendation, comment or article that promotes a product or service for which you receive compensation.
2. Clear: It must be immediately clear that you may receive compensation for your review or rating.You cannot claim that you do not receive compensation if you receive payment through an affiliate program!
3. Conspicuous: The disclosure must be clear and easy to see. It should begin with the word “disclosure.”
4. Require No Action: Your disclosure must be immediately evident to a typical visitor to your site who views a review, ranking or endorsement on a PC or Mac monitor. A visitor should not need to scroll, click or hover to learn that you receive compensation.
3. LAW APPLICABLE TO PARTICULAR PRODUCTS
As a network we operate from the US and abide by US law. In general, affiliates will be subject to the laws in the country that they reside in. However, if an affiliate targets certain countries they may have to adhere to the law in that country as well as their own. For this reason, affiliates must ensure that they understand all applicable laws.
4. RANKING MULTIPLE PRODUCTS
Comparing and ranking multiple products’ has always been a way to demonstrate which product affiliates recommend visitors to their site purchase. This practice has been made even more popular by ‘Price Comparison’ websites.
Ranking brands 1st, 2nd, and 3rd etc. is not always the best strategy and there is significant argument against the practice. However, for the purposes of this discussion, we will not delve into the arguments for and against the use. This discussion relates purely to the potential for challenge when adopting the practice.
Affiliates are allowed to rank brands that they have not personally reviewed. However, the comparison must be objective, and compare one or more material, relevant, verifiable and representative feature of the products. This may include for example price, guarantee length, clinical study quantity, customer support hours or references from “reputable sources”. If however affiliates would like to add their own comments and make recommendations which go outside of the facts, then they need to be very careful. If affiliates try the products themselves they have much more scope to add personal opinions and use information based on personal experience, however, care should still be taken.
Remember, YOU ARE RESPONSIBLE FOR THE CONTENT ON YOUR WEBSITE.