Almond Life Inc. Program Agreement
This Program Agreement ("Agreement") is made and entered into by and between Almond Life Inc., ("Almond"), and Affiliate Partner ("Affiliate")
WHEREAS, Almond desires to engage Affiliate to promote its ObGyn services through the Share-a-Sale affiliate network ("Network"), and Affiliate desires to participate in the Network and promote Almond's services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Program Participation. Affiliate agrees to participate in the Network in accordance with the terms and conditions set forth in this Agreement and the Share-a-Sale Publisher Agreement. Almond hereby grants Affiliate a non-exclusive, non-transferable right to promote Almond's services through the Network.
2. Commission Rate. Almond shall pay Affiliate a commission of $20 ("Commission") for each new patient (a "Qualified Lead") who schedules and attends an appointment at Almond within [Number] days of clicking on Affiliate's unique tracking link. "Qualified Lead" means a new patient who has not previously scheduled an appointment with Almond.
3. Affiliate Responsibilities. Affiliate shall:
Comply with all applicable laws and regulations in connection with its promotion of Almond's services.
Clearly and accurately represent Almond's services in its promotional materials.
Not engage in any deceptive or misleading practices in connection with its promotion of Almond's services.
Not offer any discounts or coupons on Almond's services without Almond's prior written consent.
Track all leads generated through the Network using the provided tracking links.
Submit accurate and timely commission reports through the Network.
4. Almond Responsibilities. Almond shall:
Provide Affiliate with the necessary marketing materials and promotional tools.
Track all conversions generated through Affiliate's unique tracking links.
Pay Affiliate all earned commissions in accordance with this Agreement.
Respond to Affiliate's inquiries in a timely manner.
5. Term and Termination. This Agreement shall commence on the date first written above and shall continue for a period of one (1) year, unless terminated earlier as provided herein. This Agreement may be terminated by either party upon thirty (30) days' prior written notice to the other party. This Agreement may also be terminated by Almond immediately upon written notice to Affiliate if Affiliate breaches any of its obligations hereunder and fails to cure such breach within thirty (30) days after written notice thereof.
1. Indemnification. Each party agrees to indemnify and hold harmless the other party, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to such party's breach of this Agreement.
2. Disclaimer of Warranties. ALMOND'S SERVICES ARE PROVIDED "AS IS" AND ALMOND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
3. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
6. Amendment. This Agreement may be amended only by a writing signed by both parties.
7. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
8. Waiver. No waiver of any breach of any provision of this Agreement shall be deemed to be a waiver of any other or subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Almond Life Inc.
