Affiliate
agreement
PLEASE
READ THE FOLLOWING
AGREEMENT
YOU
MAY PRINT THIS FOR YOUR
RECORDS
THIS
IS A LEGAL AREEMENT BETWEEN
YOU
AND 4HFL.com (DBA HFL)
BY
SUBMITTING THE ONLINE APPLICATION, OR CONTINUING PARTICIPATION 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.
1.
OVERVIEW
This
Agreement contains the complete terms and conditions that apply to you
becoming
an affiliate in HFL’s Affiliate Program. The purpose of this Agreement
is to
allow HTML linking between your website and the HFL web site. Please
note that
throughout this agreement, “we”, “us”, and “ours” refer to HFL, and
“you”,
“your”, and “yours” refer to the affiliate.
2.
AFFILIATE OBLIGATIONS
2.1
To begin the enrolment process, you will complete and submit the online
application at the ShareASale.com server. The fact that we auto approve
applications does not imply that we may not re-evaluate your
application at a
later time. We may reject your application at our sole discretion. We
may
cancel your application if we determine that you site is unsuitable to
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,
beyond
what is stated allowable in this contract
2.1.6 Includes
“HFL Solutions”, “HFL”,
and/or any other misspellings or
similar alterations of these – be it separately or in combination with
other
words” 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 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 HFL or
any other affiliated business.
2.1.10 Blindly redirects searchers from a search engine
directly to our
website, after the searcher clicked a natural search result, or a PPC
ad. All
Traffic must land on your domain FIRST, then must click to continue
onto our
site. We feel that this practice is a grey area that does not add any
value to
our program. (This is not meant to exclude PPC bidding which is
welcomed and
encouraged.)
2.2 As a member of HFL’s Affiliate Program, you will have access to
Affiliate
Account Manager. Here you will be able to review our programs details
and
previously-published affiliate newsletters, download HTML code (that
provides
for links to web pages within the HFL web site) and banner creatives,
browse
and get tracking codes for our coupons and deals. In order for us to
accurately
keep track of all guest visits from your site to ours, you must use the
HTML
code that we provide for each banner, text link, or other affiliate
link we
provide you with.
2.3
HFL reserves the right, at any time, to review your placement and
approve the
use of Your Links and require that you change the placement or use to
comply
with the guide lines provided to you.
2.4
The maintenance and the updating of your site will be your
responsibility. We
may monitor your site as we feel necessary to make sure that it is
up-to-date
and to notify you of any changes that we feel should enhance your
performance.
2.5
It is entirely your responsibility to follow all applicable
intellectual
property and other laws that pertain to your site. You must have
express
permission to use any person’s copyrighted material, whether it is
writing, an
image, or any other copyrightable work. 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 and third party
rights.
3.
HFL’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 web site are appropriate and to notify you further 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
HFL affiliate program.
3.2
HFL reserves the right to terminate this agreement and your
participation in
the HFL’s affiliate Program immediately and without notice should you
commit
fraud in your use of the HFL affiliate Program or should you abuse this
program
in any way. If such fraud or abuse is detected, HFL shall not be liable
to you
for any commissions for fraudulent sales.
3.3
This agreement will begin upon our acceptance of your affiliate
application,
and will continue unless terminated hereunder.
4.
TERMINATION
Either
you or we may end this agreement AT ANY TIME, with or without cause, by
giving
the other party written notice. Written notice can be in the form of
mail,
email, or fax. In addition this agreement will terminate immediately
upon any
breach of this Agreement by you.
5.
MODIFICATION
We
may modify any of the terms and conditions in this agreement at any
time at our
sole discretion. In such an event, you will be notified by email.
Modifications
may include, but are not limited to, changes in the payment procedures
and HFL’s
Affiliate Program rules. If any modification is unacceptable to you,
your only
option is to end this Agreement. Your continued participation in HFL’s
Affiliate Program following the posting of the change or new agreement
on our
site will indicate your agreement to the changes.
6.
PAYMENT
HFL
uses a third party to handle all of the tracking and payment. The third
party
is the ShareASale.com affiliate network. Please review the network’s
payment
terms and conditions.
7.
ACCESS TO AFFILIATE ACCOUNT MANAGER
You
will create a password so that you may enter ShareASales’s secure
Affiliate
Account Manager. From their site you will be able to receive your
reports that
will describe our calculation of the commissions due to you.
8.
PROMOTIONAL RESTRICTION
8.1
You are free to promote your own sites, but naturally any promotion
that
mentions HFL could be perceived as a joint effort. You should know that
certain
forms of advertising are always prohibited by HFL. 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), posting on non-commercial
news
groups and cross-posting to multiple newsgroups at once. In addition,
you may
not advertise in any that effectively conceals or misrepresents your
identity,
your domain name, or your email address. You may use mailings to
customers to
promote HFL 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 HFL
so long
as the news group specifically welcomes commercial messages. At all
times, you
must clearly represent yourself and your web site as independent from
HFL. 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 HFL
Affiliate
Program. Any pending balances owed to you will not be paid if your
account is
terminated due to such unacceptable advertising or solicitation.
8.2
You may NOT bid on HFL Solutions trademarks this includes but is not limited to: CholesLo, Blood Sugar Optimizer, LeanOptimizer, ProVanax, AlphaViril, More Natural Energy, CHEATmeals, HFL Soultions and HFL. You may NOT direct link to any of the HFL domains or use them as the display URL in any PPC advertising.
You must link back to your own site first, utilizing your own display URL and domain. You may use urls like: yourdomain.com/cholestlo or cholestlo.yourdomain.com. This is best for long-term growth of your account and improved quality scores.
if you do not abide by these rules, we will have no choice but to report the violation and reverse commissions. We do not want to do that, so please understand these rules and cooperate.
8.3
Affiliates are prohibited from purchasing our products through their
affiliate
links. Test transactions are allowed but must be reported within 24
hours. If
you wish to make a purchase for yourself, discounts are available
(refer to HFL’s
“Preamble, Commission, and bonus structure” For specific details.)
However,
such purchases will not qualify for any promos or bonuses run by our
Affiliate
Program.
8.4
Affiliates shall not transmit any so-called, “interstitials,”
“Parasiteware™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Tool
Installations
and/or Add-ons,” “shopping Wallets,” or “deceptive pop-ups and/or
pop-unders”
to consumers from the time the consumer clicks on a qualifying link
until such
time as the consumer has fully exited HFL’s site (i.e., no page from
our site
or any HFL’s content or branding is visible on the end-user’s screen).
As
herein “Parasiteware TM” and “Parasitic Marketing” shall mean an
application
that:
8.4.1
(a) through accidental or direct intent causes the overwriting of an
affiliate
and non-affiliate commission tracking cookies through any other means
than a
customer initiated click on a qualifying link on a web page or email;
8.4.2 (b) intercepts searches to redirect traffic through installed
software,
thereby causing, pop ups, commission tracking cookies to be put in
place or
other commission tracking cookies to be over written where a user would
under
normal circumstances have arrived at the same destination through the
results
given by the search ( search engines being but not limited to, Google
Yahoo,
MSN, Overture, Alta Vista, Hotbot, and similar search engines);
8.4.3 (c) Set commission tracking cookies through loading of merchant
site(s)
in iFrames, hidden links, and automatic pop-ups that open HFL’s site;
8.4.4 (d) targets text on websites, other than those web sites owned
100% by
the application owner, for the purpose of contextual marketing;
8.4.5 (e) Removes, replaces, or blocks the visibility of affiliate
banners,
with any other banners, other than those that are on the web sites 100%
owned
by the owner of the application.
8.5
The use of the HFL’s datafeed is licensed for use only on the domain
name(s)
listed in your ShareASale profile. You are not permitted to list these
items on
any third party site, including, but not limited to Froogle, Google
Shopping,
and Google Base. Listing affiliate items on Froogle is forbidden by the
Froogle
terms of service as well as by HFL.
9.
GRANT OF LICENSES
9.1
We Grant you a non-exclusive, non-transferable, revocable right to
9.1.1 Access our site through HTML links solely in accordance with the
terms of
this Agreement and
9.1.2 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 HFL’s Affiliate Program. You agree that all uses of
the good
will associated therewith will inure to the sole benefit of HFL.
9.2 Each party agrees not to use the other’s proprietary materials in
any
manner that is disparaging, misleading, obscene or that otherwise
portrays the
party in a negative light. 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.
10.
DISCLAIMER
HFL
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRENTIES REGARDING
HFL’S
SERVICE AND WEB SITE, OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY
IMPLIED
WARRANTIES OF HFL’S 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
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 ability to enter 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 HFL’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.
13.
INDEMNIFICATION
You
hereby agree to indemnify and hold harmless HFL, and its 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:
13.1
Any claim that our that our use of the affiliate trademarks infringes
on any
trademark, trade name, service mark, copyright, license, intellectual
property,
or other proprietary right of any third party;
13.2 Any misrepresentation of a representation or warranty or breach of
a
covenant and agreement made by you herein, or;
13.3 Any related to your site, including, without limitation, content
therein
not attributable to us.
14.
CONFIDENTIALITY
All
confidential information including, but not limited to any business
technical,
financial, and customer information, disclosed by one party to the
other during
the effective term of this Agreement which is marked “Confidential,”
will
remain the sole property of the disclosing party, and each party will
keep in
confidence and not use or disclose such proprietary information of the
other
party without express permission of the disclosing party.
15.
MISCELLANEOUS
15.1
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 HFL. You
will have
no authority to make or accept offers or representations on our behalf.
You
will not make any statement, whether on Your applied Site or any other
Site(s)
you may be associated with, that reasonably would contradict anything
in this
section.
15.2 Neither party may assign its rights or obligations under this
Agreement to
any party, except to a party who obtain all or substantially all of the
business or assets of a third party.
15.3
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
principals thereof.
15.4
You may not amend or waive any provision of this agreement unless in
writing
and signed by both parties.
15.5
This Agreement represents the entire agreement between us and you, and
shall
supersede all prior agreements and communications of the parties, oral
or
written.
15.6
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.
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