This agreement is made by and between Sunshine Health Studios Inc., doing business as Healthi, CareValidate Inc, doing business as CareGLP, and the you, the individual (“Affiliate”) concerning your use of the HealthiCare Affiliate Program. The Affiliate is a self-employed, non-exclusive independent contractor who is authorized to market and sell HealthiCare products and services.
The Affiliate is not, and shall not represent themselves as an employee, agent or representative of Sunshine Health Studios Inc, Healthi, CareValidate or CareGLP.
By operating as an Affiliate and distributing your Promo Code, You represent and warrant that You have read and understand, and agree to be bound by the terms of the HealthiCare Affiliate Program Terms and Conditions and Healthi’s Privacy Policy, which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT OPERATE AS AN AFFILIATE.
1. Definitions: The following terms when used in this Agreement shall have the following meanings:
"Link" - means an internet link provided to the Affiliate is connected to the HealthiCare Affiliate Program.
"Visitor" - means any person who clicks on a link placed by the Affiliate and thereby is connected to the Affiliate.
"Click" - means a click by a Visitor on a link placed by the Affiliate.
"Lead" - means a Visitor who is connected to an Affiliate’s Promo Code and who has completed a definite act, for example, the purchase of a product, or made a registration as a user.
"Transaction/Sale" - means a Visitor who is connected to an Affiliate’s Promo Code and who has completed a first purchase of a product, service or anything else supplied by HealthiCare, for example completed their first paid order of a weight loss prescription and medication by using the Affiliate’s Promo Code.
"Traffic" - is a collective term for valid Clicks, Leads and Transactions/Sales.
"Artificial Traffic" - is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain action. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.
2. The Service:
a. The Affiliate shall serve as an Affiliate for HealthiCare. The expectation of the Affiliate is to complete a subset or combination of the following, as discussed and agreed to with Healthi:
I. Follow Healthi’s social media pages, like and engage with Healthi’s posts and content
II. Promote HealthiCare and your role as a HealthiCare Affiliate on relevant social media bios
III. Publish social media content as request to support Healthi’s social media presence
b. The Affiliate is allowed to place Links and Promo Codes on their websites, emails, social media accounts and any/all properties owned and or controlled by the Affiliate.
c. Any Affiliate Program may be amended or terminated at any time via email.
d. Healthi reserves the right to modify, amend, change or terminate their products and offerings. The Affiliate will be notified of all such changes by e-mail. If the Affiliate does not accept the changes the Affiliate must immediately cease to use the service and delete all Links and Promo Codes.
3. Obligations of the Affiliate:
a. The Affiliate is solely responsible for their properties and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
b. Unless waived by Healthi, for the period that the individual serves as a HealthiCare Affiliate, they will not directly or indirectly engage in any business that can be deemed to be directly competitive with the HealthiCare offering, including its products and services. This includes, but is not limited to: (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, (iv) actively promoting a competitive business, brand or product, or (iv) soliciting any customer of Healthi for the benefit of a third party that is engaged in such business. Affiliate agrees that this non-compete agreement will not adversely affect Affiliate livelihood.
c. The Affiliate warrants that the information furnished to Healthi, about themselves and their properties are correct, complete and sent in due order and that the information corresponds to actual facts.
d. The Affiliate warrants either that the rights to all information and productions on the Affiliate’s properties belong to the Affiliate or that the owner of the rights to the information and productions on the Affiliate’s properties has given their explicit permission to their publication there. The Affiliate also warrants that the information and productions on their properties do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way. The Affiliate must not in any way generate or contribute to generating Artificial Traffic through Links. The Affiliate must notify Healthi immediately of any known or suspected improper or wrongful use of the Affiliate’s Links or Promo Codes via email at team@healthiapp.com or any way whatsoever.
4. Obligations of Healthi and CareGLP:
a. Healthi and CareGLP undertake to monitor and register the Traffic generated by the Affiliate’s Links, Promo Codes and sales of HealthiCare products and services, in accordance with the service provided by Healthi.
b. Healthi and CareGLP will collect and apply all credit amounts to the Affiliate’s account arising from this Agreement.
5. Payment Terms:
a. The Affiliate will earn a $25 account credit towards their own future treatments, for each initial purchase of a HealthiCare medical prescription made with their unique Affiliate Promo Code.
b. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Healthi, CareGLP and the Affiliate.
c. The Affiliate is responsible for the payment of all tax and national insurance payable on any account credits issued to the Affiliate.
6. Limits on Healthi and CareGLP Liability:
a. Healthi and CareGLP cannot guarantee or warrant the performance of HealthiCare products and services or the links to any linked websites.
b. Healthi and CareGLP shall not be liable for costs and damages incurred by the Affiliate arising out of this Agreement unless caused directly by the negligence of Healthi and/or CareGLP, in providing its service. Healthi shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.
c. Healthi and CareGLP will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components or for any damage caused by viruses or components to the service.
d. Healthi and CareGLP shall not be liable for any error in the implementation of the Affiliate’s Promo Code or for the specified function of the Promo Code. Healthi and CareGLP shall not be liable if Affiliate does not fulfil their obligations according to their Affiliate Program and Healthi and CareGLP shall not be liable in any way for any agreements made directly between the Affiliate and such companies.
7. Term and Termination:
a. This Agreement shall come into force upon the first use and/or the distribution of the Affiliate’s Promo Code and shall remain in effect until terminated.
b. The Affiliate is entitled to terminate this Agreement with immediate effect at any time upon written notification. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all Links and Promo Codes.
c. Healthi and Care GLP are entitled to terminate this Agreement and/or suspend the Affiliate from the Affiliate’s Program if:
I. Healthi and CareGLP consider the Affiliate or their content inappropriate in any way.
II. Healthi and CareGLP are requested to do so, for any reason, by a company to whom the Affiliate is registered.
III. The Affiliate acts fraudulently or illegally in any way or the Affiliate generates or tries to generate Artificial Traffic to Links and Promo Codes, or the Affiliate in any other way breaches any of the provisions of this Agreement.
IV. The Affiliate does not comply with any law or regulation as set out in Section 3.
V. The Affiliate has not generated any Traffic for a period of twelve (12) months.
d. Upon suspension of the Affiliate from the Affiliate’s Program, the Affiliate shall immediately delete Links to that particular company's web site.
e. Upon termination of this Agreement, Healthi and Care GLP shall inform the Affiliate immediately through email and the Affiliate shall immediately cease to use the service and delete all Links and Promo Codes.
8. Indemnity:
The Affiliate shall keep Healthi and CareGLP indemnified against any claims for damages or other claims for compensation arising from the content created by the Affiliate or any incorrect information given to Healthi and CareGLP by the Affiliate.
9. Assignment of the Agreement:
The Affiliate may not assign or pledge their rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Healthi.
10. Severability:
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
11. Intellectual Property Rights:
Healthi owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the products and services offered. The Affiliate does not acquire any rights or licenses whatsoever under this Agreement other than to use the Links and Promo Codes per the terms of this Agreement.
12. Applicable Law:
This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas.
