Heal Yes! Affiliate Program Agreement
Last updated: February 17, 2023
We may change this Agreement at any time upon notice to you via the following URL: https://healyes.co/pages/heal-yes-affiliate-program-agreement.
1. ENROLLMENT IN THE PROGRAM
(a) To join the Program, submit an application as designated via our affiliate application page, https://healyes.co/pages/affiliate-program, and agree to the terms of this Agreement. All information provided by you, in concert with any application and your participation in the Program, must be complete and accurate; should your information change, it is your duty to immediately update such information with Heal Yes! by emailing us at email@example.com.
Heal Yes! has the right to confirm and check the truth and accuracy of any registration information at any time.
(b) Upon receiving your application, we will review your information and notify you of your acceptance into our Program only; should rejection occur, we will not send notice. We reserve the right to reject any application or later revoke an accepted application in our sole discretion. Should we later revoke an accepted application, we will email the address indicated as the primary email address on the application page (https://healyes.co/pages/affiliate-program).
(c) As part of your application, and at any time upon request, you must identify for us at least one website, app, social media channel and/or other services that you will use in connection with the Program (“Your Services”) unless you plan to exclusively promote Heal Yes! via word-of-mouth, which is acceptable to us in of itself. All of Your Services are subject to our prior written approval.
(d) To participate in the Program, please have created an account within Heal Yes! at https://healyes.co/account/login. Your account is for your exclusive personal use: you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You are responsible for the security of your password and will be solely liable for any use or unauthorized use under such password. You must notify us immediately if any unauthorized access to your account is suspected.
2. AFFILIATE SALES COMMISSION
(a) We agree to pay You the commission specified in an Offer (as defined below), if a visitor to the Heal Yes! site (a “Customer”) uses a Qualifying Code (as defined below) to purchase a product subject to an Offer, which is not otherwise returned, during the time specified in the Engagement (the “Qualifying Action”). No telephone-based or mail-in purchases, regardless of the original contact of the purchaser, shall be included in commissionable sales.
- “Offers” shall be discount codes and/or other offers for you to promote Heal Yes! to consumers through Your Services.
(b) “Qualifying Code” is a sale of a product to a Customer who uses a Heal Yes! code from Your Services.
(c) We shall pay you a sales commission for all Qualifying Actions at the rate agreed in writing between us and you (“Sales Commission”) in each Offer. All Sales Commissions shall be paid on the Net Sales Amount. No Sales Commissions will be paid on the purchase of gift cards.
- “Net Sales Amount” means the product revenue received by Heal Yes! via a Qualifying Code, less amounts gift cards and/or store credits, discounts, coupons and transaction-based costs and expenses, including not limited to sales tax, shipping and handling fees, other services, and credit card fraud or other bad debt. The lab test collection located here (https://healyes.co/collections/lab-tests) is also excluded from commission applicability.
(d) You must have a unique, valid taxpayer identification number, valid Social Security Number, or other applicable unique government identification. You shall be responsible for all applicable taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. You shall report the Sales Commission to its taxation authorities as required by law. While we may provide certain information regarding taxes, You acknowledge that we are not tax consultants and that You should consult with your own financial professionals and advisors.
(e) We shall pay you for your Sales Commission on the timeframe agreed upon between us and you. We reserve the right to withhold payment as deemed reasonably necessary to prevent suspected cases of fraud.
(f) In the event your Sales Commissions exceed $600 or greater in any given calendar year, you are required to submit a W-9 via email (firstname.lastname@example.org) to Heal Yes! for tax reporting purposes. In the event of any delay in providing such documentation, Heal Yes! reserves the right to withhold payment until receipt of a valid W-9.
(g) All affiliate sales commissions will be paid in US Dollars ($US) into PayPal unless otherwise agreed, in writing (email sufficing), to be paid via a different modality. Notwithstanding anything contained herein to the contrary, no affiliate sales commissions will be issued for any amounts due to you that total less than twenty-five dollars ($25.00) ("Payment Threshold").
(h) All determinations of Qualifying Codes and whether a Sales Commission is payable will be made by Heal Yes! in its reasonable judgment and will be final and binding on both You and Heal Yes! Prices for the products will be set solely by Heal Yes! at its sole discretion and are subject to change without notice.
3. YOUR SERVICE RESTRICTIONS
(a) You and Your Service(s) may not--
- Infringe on our or any anyone else’s intellectual property, right of publicity, privacy or other rights. This means you may not at any time (unless approved in writing by Heal Yes!) go to HealYes.co or any Heal Yes! social media channels to pull images, collateral, video or music to be used in Your Services;
- Violate any law, rule or regulation;
- Contain or use any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;
- Contain or use any content that is deceptive, fraudulent or misleading;
- Contain or use any discounts links or codes not validly obtained from us;
- You may not misuse or otherwise abuse the Qualifying Codes, including by enabling unauthorized sharing or posting the Qualifying Codes on discount sites or discussion groups. You must immediately report to Heal Yes! any unauthorized sharing of the Codes as soon as you are aware of any such unauthorized or fraudulent activity
Heal Yes! reserves the right at any time to further restrict what activities are considered restricted and what activities are considered valid.
You also agree that you will not, through Your Services or otherwise, commit any act which brings Heal Yes! into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Heal Yes!’s advertising materials or products are directed, or which might tend to harm Heal Yes! or any of Heal Yes!’s products or services including, without limitation, disparaging, their products or services, or their competitors. For the avoidance of doubt, a violation of any of the foregoing requirements in this Section may result in immediate termination from the Program, in Heal Yes!’s sole discretion.
Heal Yes! reserves the right to require You to edit or remove, within 24 hours’ notice, any content You create regarding the Offer if Heal Yes!, in its sole discretion, deems it to be misleading, inappropriate, or inaccurate.
(b) You agree to not engage in fraud, whether behavior that can be deemed "fraudulent" is via intention or negligence. Heal Yes! monitors traffic, transactions, commissions, and other program-related activities for potential fraud. If Heal Yes! suspects that Your account has been used in a fraudulent manner, Your account may be deactivated effective immediately and with no notice to You pending further investigation. Heal Yes! reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is Your duty to prove to Heal Yes! that you are NOT engaged in fraud. If you are unable to provide Heal Yes! with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your affiliate commissions being placed in "Pending or Delayed Status," then Heal Yes! may terminate Your account and cancel payment on the applicable commissions at its sole discretion and without any further obligations to You. For the avoidance of doubt, if You add, inflate, or otherwise confound use of your Code to generate commissions, as determined solely by Heal Yes!, You will forfeit all of the commissions related to the program, and Your account may be terminated effective immediately.
4. SOCIAL MEDIA
Promotion on YouTube, Facebook, Pinterest, Instagram, Twitter, TikTok, and other social media platforms is permitted following these general guidelines:
- You must comply with all terms, conditions, guidelines and rules set forth by the applicable social media platform provider and shall not take any actions that would put us in violation of such requirements.
- If you tag Heal Yes! on social media, you acknowledge and agree that Heal Yes! shall have the right to organically repost any such tagged content on Heal Yes! owned and operated social media channels and websites with attribution to you.
- From time to time, we may make certain free samples, free products, and/or other items available to you for you to conduct promotional activities (e.g., giveaways) as part of your Service(s). We shall not act as the sponsor of any such promotion and you are solely responsible for conducting any such promotional activities in compliance with applicable laws, including any laws applicable to the conducting and administration of sweepstakes and contests. Any statements you make about such products or samples must comply with the disclosure obligations under Section 6.
5. EMAIL / TEXT MARKETING
If you intend to promote our Program via e-mail or text campaigns, you must adhere to the following:
- Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187), the Canadian Anti-Spam Law (CASL), and all other applicable laws (collectively, the “Act”) with respect to our Program.
- E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us. You shall ensure that you are the “sender” of all such emails as defined under the Act.
- You may not send SMS or MMS messages to an end user’s device unless the user has specifically opted in to receiving such messages, in compliance with all applicable laws, rules, regulations and best industry practices, including but not limited to, the Telephone Consumer Protection Act (TCPA). You shall ensure that you are the sender of all such texts and do not imply Heal Yes! as the sender.
6. DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within all pages, blog/posts, or social media posts where Qualifying Codes to the Offers are posted. From time to time, Heal Yes! may require certain hashtags specific to the Program. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.
- Disclosures must be made as close as possible to the claims.
- Disclosures must be made at each instance of a Qualifying Codes. A single statement on the site, or a separate page with your general disclosure statement, is not sufficient.
- Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g. disclosure should be visible before the jump).
- Disclosures must comply with all Federal Trade Commission (“FTC”) disclosure requirements, including but not limited to the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising.
You represent and warrant to Heal Yes! the following:
- You are at least 18 years of age.
- You will comply with all applicable laws and social media guidelines, including, without limitations, any laws regarding unfair competition, anti-discrimination and/or false advertising.
- Any claims you make about Heal Yes! or its products or services shall reflect your honest and truthful opinion, including fair, accurate and truthful depictions of what is represented.
- Any Heal Yes! products depicted are used in conformity with the instructions on the packaging and/or product listing on HealYes.co.
- You have no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement or that would preclude you from fully complying with the provisions hereof.
- Any material which is displayed on your Services will not infringe any third party’s intellectual property rights.
8. REVERSAL OF COMMISSIONS
We seek to maintain a transparent communication with our affiliates and low reversal rate and. However, we reserve the right to reverse Qualifying Actions due to order cancellations, duplicate tracking, returns, disputed charges, and program violations.
Additionally, if we ask you for clarification or more information on any orders or coupon usages that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner.
9. RELATIONSHIP OF THE PARTIES
You acknowledge and agree that you shall act as and shall be an independent contractor and not an employee or agent of Heal Yes! Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. You shall not sign any document in the name of or on behalf of us nor hold yourself out as being an agent of us or as having apparent authority to contract for or bind us. You shall not act or omit to act in any situation that would put us in violation of any applicable law, rule, or regulation.
10. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION
The Program and other services are provided “as is” without any warranties, express or implied. We make no guarantee that you will earn any amount of Sales Commissions. In no event shall we be liable to you or any third-party for special, incidental, consequential, indirect or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement, our service or the Program, whether or not we have been advised of the possibility of such damages. In any event, our maximum liability to you for any claims shall in no event exceed the amount of Sales Commissions paid to you during the prior six (6) months.
You agree to defend, indemnify, and hold harmless Heal Yes! and its and their officers, directors, employees, business partners, merchants and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) any breach by you of any of this Agreement, (ii) your promotional activities or Your Services or (iii) your use of materials or features available in the Program (except to the extent a claim is based upon infringement of a third party right by materials created by us).
11. INTELLECTUAL PROPERTY; CONFIDENTIAL INFORMATION
Heal Yes! may provide certain content to You, including graphics, banner ads, images, guidelines and key messaging points (collectively, the “Heal Yes! Materials”). Heal Yes! or its licensors are the exclusive owners of all copy, graphics, designs and all copyrights, trademarks, and other intellectual property or proprietary rights in the Heal Yes! Materials, or contained on or used in connection with the Heal Yes! Service and Program. Except as set forth herein, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. You do not acquire any right, title or interest in the Heal Yes! Materials or the goodwill associated therewith. All rights not granted under this Agreement are reserved by Heal Yes!.
You acknowledge that the Heal Yes! Service contains confidential information, and therefore you shall not disclose such materials to any third party without our prior written approval. You agree to protect all Heal Yes! Confidential Information from unauthorized disclosure. “Confidential Information” means all non-public information provided by or obtained through Heal Yes! including but not limited to the Heal Yes! Service portal and user-interface, access credentials, pricing, commission rates and list of Offers.
12. TERM OF THE AGREEMENT
(a) Either party may terminate this Agreement and/or your participation in the Program at any time upon written notice.
(b) If you engage in acts or practices prohibited by this Agreement, Heal Yes! may immediately terminate your participation in the Service and you forfeit all monies owed to you.
(c) As soon as notice of termination of this Agreement is given or upon termination as herein provided, you shall immediately cease marketing and advertising the Heal Yes! Service and shall eliminate all mention, links and references to our service. Pending the completion of the foregoing, we may hold any Sales Commissions due.
13. FORCE MAJEURE
Heal Yes! shall not be liable to You by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of Heal Yes!
(a) Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
(b) Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous, negotiations, representations, agreements or understandings with respect thereto, whether written or oral.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns; provided, however, you may not assign any of your rights under this Agreement without written consent from us.
(c) Survival: Notwithstanding any legal presumption to the contrary, any provisions that by their terms are intended to survive termination, shall survive termination or expiration of this Agreement.
16. JURISDICTION AND VENUE
The Agreement shall be construed, governed and enforced under and in accordance with the laws of Texas. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or with respect to this Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Arbitrator. Each party consents to the exclusive jurisdiction and venue of the courts located in Comal County, Texas, for all matters.
CONTACT INFORMATION: Babes & Babies, LLC, d/b/a Heal Yes! email@example.com
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