This is a legal agreement made between You and HealthTrader Ltd, who operate the affiliate platform www.HealthTrader.com, registration number 08698590, whose registered office is 106 Lower Addiscombe Road, Croydon, Surrey, CR06AD, By participating in the HealthTrader Ltd affiliate program you are stating that you have read and understand the terms set forth herein and are indicating your acceptance of this affiliate agreement and you agree to be bound by the terms hereof.
This Agreement, including the associated schedule titled Appendix A – Email Marketing Guidelines and Spam Policy (hereinafter: "Schedule A"), contain the terms and conditions that apply to your participation as an Affiliate of HealthTrader LTD. As used in this Agreement, "we" or "us" or "our" means HealthTrader Ltd, "you," "affiliate," "participant" or "your" means the participant or you.
For ease of reference all of our terms, conditions and policies have been translated into the language of your choice. As a result we cannot guarantee the accuracy of the translated text and it is likely that the context of the text may not be taken into account when translated. Where there is any question as to the content, or dispute of any nature whatsoever, the English version is always the authoritative version.
|"Affiliate Website"||means the site operated by the Affiliate, notified to HealthTrader.|
|"Affiliate"||means the individual or organisation that is applying to become a participant in the Affiliate Programme in order to promote merchant services and or products of the merchants in accordance with all terms and conditions.|
|"Business Day"||means any day excluding Saturdays, Sundays and UK Bank Holidays.|
|"ChargeBack"||means a payment dispute initiated by the cardholder with their credit card issuing bank. The amount of the disputed transaction is withdrawn from the merchant's bank account. For this agreement the term ChargeBack also refers to a refund obtained by the customer within 7 working days (of the date of delivery of the products or, in relation to the purchase of services, of conclusion of the contract for the supply of those services) due to the Distance Selling Regulations.|
|"Commencement Date"||means the date the Affiliate is approved by HealthTrader as an Affiliate.|
|"Commission"||means the commission payable to the Affiliate in accordance with clause 7 on Transactions completed as a direct result of visits to the Merchant Website via the Link, at the rates set out on HealthTrader’s Website;|
|"Confidential Information"||means, in relation to either Party, information which, is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such|
|"Force Majeure"||means, in relation to either party, any circumstances beyond the reasonable control of that party and without the fault or negligence of such party and which by the exercise of reasonable diligence it is unable to prevent or provide against, including, without limitation, any strike, lock-out or other form of industrial action termination, civil disturbance, war, risk, fire, explosion, storms, flood, earthquake, epidemic or other natural physical disaster, act of God, fires, strikes, lock-outs, insurrection or riots, embargoes, unavailability of raw materials, wrecks or delays in transportation, requirements or regulations of any governmental authority;|
|"Intellectual Property Rights"||means any and all patents, rights in inventions, rights in designs, trade marks, trade and business names and all associated goodwill, rights to sue for passing-off or for unfair competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know-how and trade secrets) and all other similar or equivalent rights (subsisting now or in the future) in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term;|
|"Liability"||means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, fines, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;|
|"Licensed Rights"||means such of the Merchant Brand as is offered on HealthTrader’s Website for the Affiliate to use under the terms of this Agreement;|
|"Merchant"||means the party contracting with HealthTrader who is the owner or is licensed to use or market the Merchants Products|
|"Merchant Products"||means those products/services supplied by Merchants and listed on the HealthTrader Offers page as may be varied from time to time;|
|"Merchant Brand"||means the name, trade marks, logos and/or other means of branding used by HealthTrader in respect of the Merchants from time to time including but not limited to the name "HealthTrader";|
|"Merchant website"||means such websites owned and operated by Merchant which are offered as within HealthTrader's affiliate program;|
|"Personal Data"||means data relating to a living individual who can be identified from the data or from information which is in, or is likely to come into, the possession of either party|
|"Merchants"||means those products/services supplied by HealthTrader and listed on the HealthTrader merchant page as may be varied by agreement between the parties from time to time in accordance with the terms of this Agreement;|
|"Transaction"||means a sale of a Merchant’s Product from the Merchant Website to a customer arising as a direct result of such customer visiting the Merchant Website via the Link from the Affiliate Website.|
HealthTrader Ltd will track the volume and amount of sales generated by your site and will make reports summarizing the sales activity, available to you through the company’s back-end system. The form, content, and frequency of the reports may vary from time to time according to our discretion.
|1||To permit accurate tracking, reporting, and fee accrual, you must ensure that the links in your site are properly formatted.|
|2||The Participant will be solely responsible for ensuring that all links are formatted properly, a necessary prerequisite to tracking such sales. Statements of product sales activity will be provided to the Participant in real time with a special URL including the assigned affiliate ID. You may add as many links, or remove such links, at any time and without prior approval from HealthTrader Ltd.|
|3||All links established under this Agreement by an Affiliate shall be tagged as rel="nofollow". Failure by an affiliate to adhere to this restriction may result in the suspension of their affiliate account and or removal from the affiliate programme at our sole discretion|
The rate and/or percentage of the affiliate’s commission shall be determined by HealthTrader Ltd and will be notified to the affiliate. Only successfully submitted and approved orders bearing an affiliate ID, which can be tracked by HealthTrader Ltd are entitled to commission or referral fees. No referral fee or commission will be paid if the referred order cannot be tracked by our system.
|a||For all transactions marked as ‘Approved’ on the last day of the month, commission will be paid within 3 (THREE) business days. Any charges made by the affiliates bank will be deducted from the affiliate (beneficiary) account.|
|b||HealthTrader Ltd reserves the right to deduct fees related to order refunds, chargebacks and fraudulent orders, from the affiliate’s account, as it deems fit and at its sole discretion.|
|c||HealthTrader Ltd reserves the right to decline any transaction type marked as “bonus” after a 6-month period unless already paid.|
HealthTrader Ltd reserves the right to add or delete products at any time at its sole discretion as market conditions change.
HealthTrader Ltd policy applies to all orders: Every customer who buys a product through this program is deemed to be a customer of HealthTrader Ltd. The Participant does not have the authority to make or accept any offer on behalf of HealthTrader Ltd. All HealthTrader Ltd policies regarding customer orders, including product availability, pricing and dispute resolution, will apply to these customers. HealthTrader Ltd is not responsible for any representations made by the Affiliate that may contradict our policies or the laws under which Healthtrader operates its platform.
Product prices and availability may vary from time to time. In case of any price discrepancies, the price charged to the customer will always be the price listed on the affiliate’s site or sites. We cannot guarantee the availability or price of any particular product.
You are solely responsible for ensuring that without limitation to the content on your website that, reviews, product descriptions and articles, images (if applicable) etc, adhere to all applicable copyright, trademark, and other laws. HealthTrader Ltd will not be responsible if you use another party's copyrighted or trademarked material in violation of the law and you agree to absolve HealthTrader and its Merchants for any use thereof. We strongly forbid the use of our marketing tools (templates and banners) to market our competitors' products.
All materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission. HealthTrader Ltd do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by HealthTrader Ltd or incorporated elsewhere as part of the affiliate programme.
Any Affiliate using Intellectual Property or trademarks owned or licensed to HealthTrader to promote a website without the permission of HealthTrader or using a deceptively similar mark or marks, urls or domain names, is liable to be prosecuted for infringing trademark rights and or be removed from the program.
Affiliates agree to immediately transfer to Healthtrader's Merchants ownership of any domains that Affiliates have purchased, purchase or will purchase, prior to, at the time of, or after the acceptance of this Agreement, at the same price that they have paid, pay, will pay to acquire ownership of those domains, provided that the price is not above the market rate, and which contain in the names of those domains any Trademarks, Intellectual Property, Copyrights and Patents that are owned or licensed to Healthtrader and to any of its Merchants.
Affiliates agree that once they have entered into this Agreement with Healthtrader, they will not purchase any domains which contain in the names of those domains any Trademarks, Intellectual Property, Copyrights and Patents that are owned or licensed to Healthtrader and to any of its Merchants, without Healthtrader's and/or its Merchants' prior written consent.
Affiliates of HealthTrader Ltd must establish, finance and manage their own site hosting and the use of servers and domain registration independently, and include only their own site(s) in their targeted emails (site templates are available via HealthTrader Ltd’s back-office portal).
Customers who are provided with the affiliate's link via email will have the option to choose whether to continue to the affiliate’s site or to lodge a request to be removed from mailing lists. HealthTrader Ltd will forward all removal requests to the participant. The participant must delete those email addresses from all lists used to market HealthTrader Ltd products within 24 hours.
As a participant of HealthTrader Ltd affiliate network you hereby agree that you fully understand and consent to complying with the Email Marketing Guidelines and Spam Policy as set here forth, and as detailed in Schedule A, which is an integral part of this Affiliate Agreement.
Failure to comply with one or more of the guidelines and/or Spam Policy as described herein and/or in Schedule A of this Agreement shall constitute an irrevocable breach of the Affiliate Agreement, and HealthTrader Ltd shall terminate your account immediately without any advanced notice, and any commissions or balance associated with the account shall be forfeited.
A. Unsubscribe and Opt-out Mailing - Unsubscribe option must be available and visible in every promotional mail message you send out to your mailing lists.
Unsubscribe requests, whether made by one of your mailing list recipients or by HealthTrader Ltd, must be executed immediately, i.e., the removal/deletion of the respective email address from all lists shall be executed within 48 hours.
Any participating affiliate at HealthTrader Ltd agrees to not utilize SPAM in promoting the HealthTrader Ltd program, its associated products and/or services..HealthTrader Ltd operates a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mail (UCE). This action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the HealthTrader Ltd Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by HealthTrader Ltd.
HealthTrader Ltd strictly forbids the use of phone marketing as a form of generating orders. We will not accept any sale made through call centers, direct calls to customers, customers who call in themselves to place an order, clients who are directed to our sites by phone or any other direct contact with customers through telephonic means. Any participant who engages in such practices will be considered as violating the terms of this Agreement and any associated account will be suspended and terminated, resulting in forfeiture of all commissions earned.
HealthTrader Ltd or its merchants do not engage or participate in illicit practices such as spyware, adware, or parasite-ware techniques to divert traffic to our sites. You agree not to carry out or cause another party to engage in such practices. We reserve the right to investigate affiliates and their actions at our own discretion with regards to the aforementioned activities. Affiliates who engage in such practices will be immediately suspended from the affiliate platform and resulting in forfeiture of commissions.
The Parties agree that no failure by HealthTrader Ltd to enforce the performance of any provision in these Terms & Conditions (or any subsequent terms) shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.
The term of this Agreement will begin upon our acceptance of your Affiliate Application 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. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. Furthermore, HealthTrader may terminate this agreement if affiliate;
|a||breaches the terms of this Agreement (and if remediable the breach has not been remedied within 7 days of receiving notice requiring it to be remedied).|
|b||breaches any one or more terms of this Agreement;|
|c||ceases or threatens to cease to carrying on business; and/or|
is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.
If this Agreement is terminated because you have violated the terms of this Agreement any commission earned but not yet paid will be forfeited.
We reserve the right to withhold your final payment for 15 days to ensure that the correct amount is paid.
On termination, for any reason whatsoever, you agree to;
|1||cease promotion of merchant services or products on your website;|
|2||cease to describe yourself or promote yourself under or by reference to any designation associated with this affiliate platform;|
|3||cease use of the Licensed Rights and Advertising Materials (if applicable);|
|4||remove all Advertising Material and all material referring to Merchant, the Merchant Website the Merchant Brand, the Licensed Rights and/or Merchants’ Products from the Affiliate Website; and|
|5||deliver up to Merchant or if the Merchant prefers, permanently erase or destroy as appropriate, all promotional materials and all tangible or other records or storage systems, documents, material, and/or other media including source codes containing or which comprises information all or part of which relates to the Intellectual Property Rights of the Merchant which may be in the Affiliates' possession, power or control.|
HealthTrader may vary the terms of this Agreement at any time on providing the Affiliate with 14 days' prior notice. No purported variation of this Agreement by the Affiliate shall take effect unless made in writing, referring to this Agreement and signed by an authorised representative of each party.
You and HealthTrader Ltd are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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.
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement or HealthTrader Ltd performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
You agree to absolve and indemnify HealthTrader and its merchants against any and all claims arising from marketing practices or content appearing on any websites notified to HealthTrader on which you promote HealthTrader merchants.
We make no express or implied warranties or representations with respect to the product or other items sold through HealthTrader Ltd or its merchants (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, 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.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
You agree to independently take any and all action necessary to be in and remain in full compliance with all regulations in the European Union and in the countries of the European Free Trade Agreement and or European Economic Area that pertain to sale and marketing of prescription only medication. You further agree that All necessary authorities, consents and approvals have been obtained, should such authorities, consents and approvals be required in the jurisdiction in which the you resides or in any jurisdiction into which you market your website.
You agree and warrant that you will comply with all laws relating to the sale and marketing of medications online and further agree that in certain jurisdictions the sale of or marketing of medications online may be prohibited. By marketing into or offering for sale into such jurisdictions you indemnify and hold HealthTrader Ltd and its merchants, all of its websites and associated companies, directors, partners harmless from amongst any and all legal actions, claims, business losses damages or liabilities incurred as a result thereof.
You agree that payment and responsibility of Tax and any associated charges rests solely with you or your appointed representative. You agree to indemnify and hold harmless HealthTrader Ltd against any such claims arising as a result of payments received by you from HealthTrader Ltd under the program and any terms and conditions agreed between the parties.
Without prejudice to any other right or remedy HealthTrader may have, You hereby agree to indemnify, defend and hold harmless HealthTrader Ltd, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to your site, (iv) any unauthorised use and/or infringement of Intellectual Property Rights, any breach of this Agreement, (v) any tortious act and/or omission and/or any breach of statutory duty by the Affiliate; (vi) any unauthorised Promotion Activities and all the activities of the Affiliate; (vii) any use of the Link and/or the Licensed Rights other than in accordance with the Use Policy; (viii) and any representation made other than in accordance with the Product Information provided to the Affiliate in the Affiliate's Resource Area.
Neither Party to this agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
These Terms and Conditions are subject to the laws of England and Wales and the parties hereto submit to the non-exclusive jurisdiction of the English and Welsh courts.
HealthTrader Ltd Email Marketing Guidelines and Spam Policy
This Schedule, titled Schedule A, constitutes an integral part of HealthTrader Ltd’s Affiliate Agreement, and accepting the Affiliate Agreement means that you, the affiliate, hereby understand and agree to the terms set in the Appendix A document. Any violation of the terms set herein constitute an explicit breach of the Affiliate Agreement and will incur an immediate termination of your account and/or loss of any sums of money or commissions associated with your account.
|1||It is the sole responsibility of the affiliate to use only authentic and lawfully obtained mailing lists from reputable providers for the purpose of promoting HealthTrader Ltd’s associated products.|
|2||The affiliate agrees to and understands that he or she must invest the time and resources necessary for researching such reputable mailing list providers. The affiliate shall be the sole party liable for any abuse and/or complaint made by any recipient of such mailing lists, regardless the reason for the complaint/abuse.|
|1||1 An "unsubscribe" option must be available and visible in every promotional email message the affiliate sends out to mailing lists.|
|2||Unsubscribe requests, whether made by one of the affiliate’s mailing list recipients or by HealthTrader Ltd, must be executed immediately and remove/delete the respective email address from all lists, no questions asked, within 48 hours.|
|3||Failure to comply with unsubscribe requests within 48 hours shall cause an immediate and permanent termination of the affiliate account, and any associated funds, sums or commissions with the said account shall become the property of HealthTrader Ltd.|
|1||For the purpose of this Agreement SPAM is defined as any e-mailing, faxing, or telephoning ANYONE, in bulk or individually, in violation of all anti-spamming and applicable laws or regulations for the country, state, county, and city where the intended recipient resides. The Affiliate is under obligation to research and comply with all laws concerning unsolicited commercial e-mail. Under United States law, it is unlawful "to use any telephone, facsimile machine, computer, or other device to send an unsolicited advertisement. Electronic mail advertisement means any e-mail message, the principal purpose of which is to promote, directly or indirectly, the sale or other distribution of goods or services to the recipient." (CAN-SPAM Act of 2003).|
Any participating affiliate at HealthTrader Ltd agrees to not utilize SPAM in promoting the HealthTrader Ltd program, its associated products and/or services. HealthTrader LTD maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mail (UCE). This action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the HealthTrader LTD Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by HealthTrader Ltd.
The sole exception to clause 3.2. is: Mailing to APPROPRIATE OPT-IN mailing lists where the source performs the mailing on the affiliate's behalf AND you do not use a HealthTrader Ltd-provided Gateway URL. However, the affiliate is expected to use extreme caution when choosing an opt-in mailing list company. Making use of any but the most reputable sources could generate spam complaints against affiliates, resulting in suspension or termination.
|3||As an affiliate of HealthTrader Ltd, it is your responsibility to ensure that the content you send to mailing lists is not being sent in connection with any unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);|
|4||IT IS IMPORTANT TO NOTE THAT as it relates to affiliate use of appropriate opt-in mailing lists as described above, the affiliate understands and acknowledges that it is illegal to forge headers on e-mails and it is illegal to neglect to include a valid functional unsubscribe link along with a valid mailing address in any e-mails sent out. Any affiliate found forging headers or not including a valid functional unsubscribe link will be immediately and permanently terminated from HealthTrader Ltd. Further, this action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the HealthTrader Ltd Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by HealthTrader Ltd.|