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 SALE

Payout: You earn up to 50% of the sale amount

Crediting policy: First click for both lead and sale referrals

Click referral period: Clicks are tracked for life from the first click.

Recurring transactions: Commissions are calculated at the time of each monthly transaction. Referrals period is for the life of the lead given they retain an active, paying account.

Payout scheduling: Approved transactions are paid the first of the second month following the expiration of the 30-day return period, usually 60 days from sale.

SPECIAL TERMS

Currency: Financial transactions covered by this agreement will be processed in the USD currency. Currency exchanges will occur at the time of commission payment, automatically through PayPal.

GENERAL TERMS

1.	Affiliate terms of service

This agreement contains the complete terms and conditions that apply to your participation as a member of the Health Talks Online (“HTO”) affiliate program.  Your enrollment in this program shall be deemed your acceptance of the terms outlined herein which shall constitute a binding agreement.  Once enrolled, you shall be compensated as an independent contractor for services as outlined herein.  You shall be obligated to furnish, at your own expense, all equipment, supplies, and other materials you deem necessary to perform the services.  You shall not be entitled to any reimbursement for any costs or expenses related to the services you provide to HTO.

2.	Enrollment in this program.

To begin the enrollment process, you will submit a completed program application through our website. Your account will be instantly active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine in our sole discretion that your promotional processes are unsuitable for the program for any reason, including, but not limited to, incorporating images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such that facilitates illegal activity or promote violence or promote or assist others in promoting copyright infringement, or promotes a business-opportunity program (collectively, "content restrictions").

3.	Utilizing links on your site.

As an affiliate website of HTO, you may use any form of promotion you choose, consistent with the terms of this agreement. You may use banner advertisements, button links and/or text links to our site (the "links"), however, you cannot spam. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain HTO’s trade names, service marks, and/or logos for display on your affiliate site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such links and other designated promotional materials for placement on your affiliate site for the sole and exclusive purpose of promoting websites owned, operated or controlled by HTO. In utilizing the links, you agree that you will cooperate fully with us in order to establish and maintain such link or links. A link may only be visually modified with our consent.

4.	Commissions.

We will pay you a commission based on the below structure:

Sales referrals will be credited up to 50% of the sale affiliate commissions for the life of the referral.

Referral tracking is processed in the following order: email tracking, IP address (click) tracking and local browser cookie tracking. HTO is not responsible for the a user clearing their browser cookies, using a different email address, their IP address or device changing or any other scenario that might render our referral tracking practices ineffective. All referral tracking is for the life of the effectiveness of each tracking method or 50 years, whichever comes first.

Example: You send 100 registrations. Out of those 8 people purchase at $100 per transaction. At the 50% commission level, you would receive $50 * 8 = $400 in commissions.

We will track those same 100 registrants and if they purchase any other product through HTO, you will receive a sale commission for the life of that referral.

The commission rate and referral duration is subject to change at HTO’s sole discretion, upon email notice to you and commencing the 30-days following such notice.

5.	Commission payment.

Commissions deemed due and owed to you under the program will be paid to you directly by HTO after any holding period and in accordance with a regular payout cycle established by HTO. No commission will be paid for signups by you, your household, or anyone within your organization. Commissions can be earned per each new lead referred through the unique affiliate link.

PayPal payments will only be reissued within 90 days of the original issue date, upon request, in the case of incorrect PayPal address or refusal from PayPal to accept payment.

6.	Responsibility for 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

You agree that you will maintain and follow a privacy policy that complies with all applicable laws and regulations regarding the privacy of visitor information, be commercially reasonable, and fully and accurately disclose your collection and use of visitor information.

Please note: you should obtain legal advice on how to fully comply with these responsibilities in your specific situation.

In addition to the foregoing, we will immediately terminate your participation in the program if we believe you have engaged in any of the following:
•	unsolicited mass e-mail solicitations or any other form of spamming, including but not limited to, violation of anti-spamming policies of HTO or state or federal law; 
•	provide inaccurate or incomplete information to HTO concerning your identity, address or other required information; 
•	attempt to cheat, defraud or mislead us in any way; 
•	misrepresent to the public the terms and conditions of our sites or your sites.

7.	Paid search policy.

You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:
•	you are prohibited from bidding on any HTO trademarks, or any variations and misspellings thereof without HTO's prior written approval.
•	you are prohibited from bidding on keywords containing HTO trademarks.
•	you are prohibited from outranking HTO's internal paid search ad on any keywords.
•	you are prohibited from using healthtalksonline.com, hto.care, healthmeans.com or any other HTO owned domain as a display URL.

All materials, including without limitation, ad copy, coupons, and promotions on your affiliate site must accurately represent active and valid promotions. For example, you may not display an ad on your affiliate site for a promotion that has expired. 

We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the program may be terminated. For more information on match types, please visit Google’s overview of match types.

8.	Minimum payment threshold.

Affiliates must earn a minimum affiliate account balance of $50 or more before their account is eligible for payment. Commission amounts earned for less than $50 (for example, 1 sale for $48.50) will remain pending until the full $50 minimum balance has been earned. All sales still pending due to the minimum payment threshold must remain active and in good standing per our TOS requirements to be eligible for payment. Sales that are found not to be valid per our TOS requirements at the time of the additional sale and earnings will be marked as invalid and not payable. Therefore, there will be the requirement of $50 in minimum earnings be valid per our sale requirements listed in our TOS for payment to be sent.

There is a $50 minimum threshold for commission fees. If you do not meet the minimum threshold of $50 within 90 days after the end of the month in which a qualified purchase was properly completed, commission payments will be forfeited and your commission balance will revert to $0.

9.	Address and contact changes.

It is your responsibility to provide HTO with correct contact and payment information required to issue a commission fee to you. If HTO does not receive the necessary payment information within 90 days of a commission fee being earned, that commission fee shall be deemed forfeited by the affiliate, and no payment will be issued. You are responsible for the payment of all taxes related to the commissions you earn under this agreement. Any address changes must be made in the affiliate profile in the affiliate console at least 3 business days prior to the end of the calendar month for commissions for that month to be sent to the revised address.

10.	Term of the agreements.

The term of this agreement will begin upon our acceptance of your affiliate program application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient written notice for to terminate this agreement. If this agreement is terminated because you have violated the terms of this agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

HTO reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an affiliate consistently have a high chargeback/cancellation ratio.

11.	Modification.

We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying 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 commission fees, commission schedules, payment procedures, and affiliate program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the affiliate program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

12.	Relationship of parties.

You and HTO 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. You are not an agent of the HTO and HTO expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.  Without limiting the foregoing, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by HTO to its employees, and HTO will not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You shall be responsible for, and shall indemnify the company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the services outlined herein shall be your employees or contractors and you shall be fully responsible for them and indemnify HTO against any claims made by or on behalf of any such employee or contractors.

13.	Limitation of liability.

We will 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 program, 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 program will not exceed the total commissions paid or payable to you under this agreement.

14.	Disclaimers.

We make no express or implied warranties or representations with respect to the affiliate program or any company services or other items sold through the program (including, without limitation, warranties of fitness, 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 site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15.	Representations and warranties.

Enrollment in this program constitutes a legal, valid, and binding obligation, enforceable against you in accordance with the terms herein. You warrant that the enrollment in this program and performance of the services outlined herein by you are within your legal capacity and power; have been duly authorized by all requisite actions 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. Should any law enforcement agency or internet service provider provide HTO with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

16.	Confidentiality.

We may disclose to you certain information as a result of your participation as part of the program, which information we consider to be confidential (herein referred to as "confidential information"). For purpose of this agreement, the term "confidential information" shall include, but not be limited to, any modifications to the terms and provisions of this affiliate program agreement made specifically for your site and not generally available to other members of the affiliate program, website, business and financial information relating to HTO, customer and vendor lists relating to HTO and any members of the affiliate program, other than you. Confidential information shall also include any information that we designate as confidential during the term of this agreement. You agree not to disclose any confidential information and that such confidential information shall also include any information that we designate as confidential during the term of this agreement. You agree not to disclose any confidential information and that such confidential information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.  Nothing herein shall be construed to prevent disclosure of confidential information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to HTO within 3 days of receiving such order, but in any event, sufficiently in advance of making any disclosure to permit HTO to contest the order or seek confidentiality protections, as determined in HTO’s sole discretion.

17.	Indemnification.

You hereby agree to indemnify, defend, and hold harmless HTO and its officers, directors, employees, agents, affiliates, successors, and assigns, from and against any and all claims, losses, liabilities, damages, or expense (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 or are based on (i) any claim or threatened claim that our use of the affiliate trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.

18.	Miscellaneous.

Terminated accounts cannot later apply to the program without our express written consent. In order to facilitate accurate record-keeping, multiple HTO affiliate accounts spanning multiple affiliate networks are strictly prohibited. If you have an account with the HTO affiliate program under one email address and also open a HTO affiliate account under another email account, both affiliate accounts will be terminated and all commissions will be forfeited. 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 enforceable against the parties and their respective successors and assigns. 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 provision or any other provision of this agreement.

19.	Dispute Resolution.

The parties knowingly, voluntarily, and intentionally waive their respective rights to a trial by jury with respect to any litigation arising out of, under, or in connection with this agreement. HTO will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales.

If a dispute between the Parties arises out of or relates to this Agreement, including disputes regarding the formation or validity of this Agreement, the interpretation of this Agreement, or a breach of this Agreement, or any performance or obligation due hereunder, and if the dispute cannot be settled through direct negotiation, the parties agree first to try in good faith to settle the dispute through mediation administered by a Florida certified mediator before resorting to litigation or other dispute resolution procedure.

20.	Governing Law.

This Agreement and all questions arising hereunder shall be governed by the laws of the State of Florida, without regard to choice of law principles.  Each of the Parties hereto and their respective affiliates agree that:
	(a)	any action brought by HTO to enforce this Agreement against Client shall be brought in the state or federal courts in and for St. Johns County, Florida; and 
	(b)	any action brought by Client to enforce this Agreement against HTO shall be brought in the state or federal courts in and for St. Johns County, Florida; and 
	(c)	each Party: (i) irrevocably agrees that the state and federal courts located in the State of Florida shall have exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement as provided in Section 20(a) and (b) above; (ii) submits to the venue and jurisdiction of such courts as provided in Section 20 (a) and (b) above; and (c) irrevocably consents to personal jurisdiction by such courts as provided in Section 20 (a) and (b) above.

21.	Severability.

Should any clause, sentence, paragraph, or other part of this Agreement be finally adjudged by any court of competent jurisdiction to be unconstitutional, invalid, or in any way unenforceable, such adjudication shall not affect, impair, invalidate, or nullify the remainder of the Agreement, but shall affect only the clause, sentence, paragraph, or other parts so adjudged.  

22.	Time is of the Essence.

Time is of the essence for each and every clause of this Agreement.

23.	Attorneys’ Fees and Costs.

In the event of any litigation between the Parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs incurred and reasonable attorneys’ fees, including attorney fees in all investigations, trials, bankruptcies, and appeals, whether or not a lawsuit is filed.

* I have read, understand and agree to the above terms and conditions.

In compliance with the CAN-SPAM Act, all email sent from your organization will clearly state who the email is from and provide clear information on how to contact the sender. In addition, all e-mail messages will also contain concise information on how to remove yourself from your mailing list so that the recipient will receive no further email communication. We do not support SPAM and expect our affiliates to do the same.

* I have read, understand and agree to the above CAN-SPAM rules.

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