Independent Contractor Agreement: Terms and Conditions for Participation in the Leading Edge Health Inc. Affiliate Program (called “SellHealth”)

Updated as of October 31, 2023


Now for the “fine print.” We want to treat each other fairly and conduct our respective businesses honestly. These are the terms and conditions (“Terms”) under which you can be our independent contractor to promote SellHealth products on independent websites in return for a commission on sales. SellHealth reserves the right to vary the Terms at any time. You must be in compliance whether or not you receive notice of changes.


  1. First, for clarity’s sake, here are definitions of some terms that we will use in the agreement.
    1. “Advertising Material” means the banners and product information in the Affiliates’ resource area of SellHealth websites, to be used for promotional activities.
    2. “Affiliate” means an independent, non-employee of SellHealth who has been granted the rights described below for promoting the Products of SellHealth in exchange for a Commission, subject to all the Terms. On occasion, the term “you” may be employed.
    3. “Affiliate Website” means the site operated by the Affiliate, as distinct from this website or any other website operated by SellHealth itself.
    4. “Agreement” means this document, which is a contract, setting forth the Terms of the SellHealth relationship with you.
    5. “Commission” means the commission payable to the Affiliate as a direct result of visits to SellHealth Websites via Links. Commissions are calculated as a percentage of the product sales price, excluding shipping and/or applicable taxes or duties. You will find information on the Commissions policy in the “Payment Details”, “Products and Offers”, and “FAQ” sections of this SellHealth Website.
    6. “Confidential Information” means the information conveyed or discovered in connection with the Agreement, that regard (as applicable) the other party’s business transactions, sales, commissions, supply, research, computer programs, code, financial data, business plans, marketing data, distribution, and affiliate program methods.
    7. “Intellectual Property” means the registered or unregistered patent, copyright, database right, design right, trademarks and service marks or other industrial or intellectual property right of Leading Edge Marketing Inc. (“LEM”) or Leading Edge Health Inc. (“LEH”) anywhere in the world, existing now or later, and the sole right to apply for them and any actual application for them.
    8. “Liability” means legal actions, awards, costs, claims, damages, losses (including direct or indirect consequential losses), demands, expenses, fines, loss of profits, loss of reputation, judgments, penalties, and proceedings and any other losses.
    9. “Link” means a unique hypertext link between the Affiliate Website and a SellHealth website, used to promote the Products by a SellHealth Affiliate in accordance with the Terms, for the sole purpose of carrying out the Promotional Activities.
    10. “Products” means the products shown on the SellHealth website that are available for promotion by Affiliates through the SellHealth affiliate program.
    11. “Promotional Activities” means the use of Advertising Material on the Affiliate Website by the Affiliate and any other activity authorized in writing by SellHealth to promote the products and/or to drive web traffic from the Affiliate Website to the SellHealth website via the Link.
    12. “Transaction” means the actual customer sale of a Product on a SellHealth website that arises as the direct result of the customer visiting the SellHealth website via the Link from the Affiliate Website.
    13. “SellHealth” is the name of an affiliate marketing program owned and operated by LEH.
    14. “SellHealth Website” means a website (including this one) owned and operated by LEH and PrimeGENIX, as opposed to Affiliate Websites that are owned and operated by Affiliates as independent legal entities.
  2. No Spamming
    1. The following forms of unsolicited communications are considered spam by SellHealth, and are prohibited (the list is not exhaustive):
      1. Unsolicited e-mail,
      2. Unsolicited direct communication,
      3. Unsolicited instant messaging, electronic newsletters without double opt-in, and
      4. Unsolicited postings on public forums such as newsgroups, message boards, chat rooms, instant chat programs, guest books, web pages, or any other public forum, unless you:
        1. are the 100% owner, 
        2. have been given written permission by the owner, or
        3. post in public forums in the “business opportunities” forum, if applicable.
    2. SellHealth does NOT pay for conversions from spamming.
    3. If you are caught promoting our products and sites with spam, your account will immediately be terminated, all amounts otherwise owing will be forfeited, and we will pursue legal action.  Why is SellHealth so strict with its anti-spam measures and enforcement of its anti-spam policy?
      1. The reasons are simple. First of all, it is illegal. Secondly, we want you to be successful and make more money in the SellHealth program. Spamming equates to a poor gamble on minor short-term gains at the expense of assured long-term success.
        1. Programs that condone spamming end up being blacklisted and relegated to bottom feeding with slow and unreliable web hosting options – low on speed and high on downtime.
        2. We are able to secure top-level, fast, reliable web hosting to serve our web pages and order pages to your productive, targeted audience because we have not sacrificed these privileges by hammering an unproductive and poor target audience with unsolicited marketing.
        3. Programs that condone spamming end up with product URLs, domains, and websites being content-filtered by block lists and anti-spam software, which means that critical e-mails such as Commission notifications, Affiliate newsletters, and order confirmations will not get through.
        4. If a website is deemed to be generating spam, third-party testing services, such as McAfee Site Advisor, can render a negative review of the website.
          1. This can result in the denial of paid search term advertising.
    4. If you have any questions about whether or not your marketing methods are banned by this policy, contact us BEFORE you start your campaign.
    5. Affiliates who wish to market by e-mail must first request permission from their affiliate manager.  If permission is granted, the manager will provide details on the SellHealth “suppression list,” which is used to avoid sending unwanted e-mails. Affiliates must:
      1. exclude addresses on the list,
      2. include an opt-out link in their e-mails, and 
      3. send e-mail addresses of opt-outs to
    6. This policy is in the best interests of all Affiliates and will lead to your long-term success.
  3. Personal Information
    1. It is your sole responsibility to ensure that the personal details that you provide on the application are true and accurate and that you will inform us if they change. You hereby also warrant that you are who you say you are in your application.
    2. In some places, there is a minimum age requirement for dealing in products of an adult nature, and for making any binding contract at all. It is your sole responsibility to determine whether the place from which you operate your website or the place of your residence has a minimum age requirement for both of these matters and to comply with any such requirements. By agreeing to this contract, you warrant that you are old enough.
    3. You warrant that you also possess all other rights, permissions, and competencies to run a website that deals in products of an adult nature.
    4. You hereby consent that we may use the information that you provide in your application in order for us to carry out any checks that we consider necessary to confirm your identity and suitability for the program, or for any other purpose which SellHealth in its sole discretion deems necessary.
    5. We reserve the right to prosecute persons who sign up as Affiliates under false identities and then use such identities for purposes besides purely Promotional Activities. 
    6. On submission of an application to become an Affiliate, the applicant shall be deemed to have accepted and to be bound by the Terms.
  4. The Permission We Allow You
    1. Upon accepting your application to become an Affiliate, SellHealth grants you permission to market the SellHealth Products, as offered on a SellHealth Website, pursuant to the Terms, on a strictly independent contractor basis.
    2. The permission to market includes a non-exclusive, non-transferable, royalty-free, revocable license to use SellHealth Intellectual Property in conjunction with Advertising Material, for the sole purpose of Promotional Activities.
      1. This permission does not include the right to use LEM trademarks, or any word(s) confusingly similar to LEM trademarks (“confusingly similar” in LEH’s sole discretion), in the Affiliate’s corporation or domain name.
        1. There will be an exception in the case of a domain name if the Affiliate asks for and receives express written permission.
  5. SellHealth Rights
    1. All data supplied via the Link either to or from the Affiliate and/or the Affiliate Website and all Intellectual Property Rights in the same, and any and all goodwill generated by the Affiliate’s activities shall accrue to and belong to SellHealth exclusively.
      1. SellHealth is entitled to monitor the Affiliate Website to make sure that the Link to the SellHealth Website and/or the Affiliate Website and/or the Affiliate’s participation in the SellHealth Affiliate program is/are appropriate.
        1. If, in the sole discretion of SellHealth, SellHealth considers the Link and/or the Affiliate Website or the Affiliate’s participation in the program inappropriate, SellHealth may either:
          1. notify the Affiliate of the changes it requires the Affiliate to make, or
          2. terminate this Agreement without notice to the Affiliate and without penalty for SellHealth and LEH.
    2. All Intellectual Property used in accordance with this Agreement by either or both parties shall remain the exclusive property of the respective originating or issuing party.
    3. No transfer of Intellectual Property ownership or conveyance of rights is intended or conferred in this Agreement.
    4. Both parties will be held to confidence in any matters of business with regard to this Agreement.
    5. SellHealth will own all right, title and interest in and to all information that is created or collected in the operation of the SellHealth Websites.
    6. In order for us to optimize your experience with SellHealth, we may use cookies on the SellHealth site and all other websites operated by LEH and PrimeGENIX, which enables us to ensure that you take full advantage of the services we offer you. 
  6. Affiliate Obligations
    1. General
      1. The Affiliate shall conduct him/herself with honesty and integrity.
      2. The Affiliate shall comply with every applicable law, ordinance, rule, case law precedent, administrative ruling and/or regulation of every applicable country, federation of countries (such as the European Union), state, province, county, municipality and/or other jurisdiction in which the Affiliate attempts to conduct his/her affiliate affairs.
        1. For greater certainty, this obligation applies to the rules, regulations, case law precedents, and administrative rulings of the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, and all other consumer protection bodies in and outside the United States.
        2. You must post a privacy policy on your website(s) that discloses how you collect, use, share and, if applicable, sell, personally identifiable information, pursuant to applicable laws and regulations. 
        3. The Affiliate shall also post his/her own Terms and Conditions.
        4. The Affiliate may not copy the Privacy Policy or Terms and Conditions of SellHealth websites verbatim.
    2. Brand Bidding is strictly forbidden.
      1. Under no circumstances may an affiliate bid on any brand term whatsoever, neither as a single term nor as part of a phrase.
    3. Links
      1. The Links shall be displayed throughout your Affiliate Website.
      2. The Link that SellHealth will provide for the Affiliate from the SellHealth Website identifies the linked site as the Affiliate Website, and therefore:
        1. It is the Affiliate’s sole responsibility to ensure that this unique link is used and maintained, for otherwise the Commission may not be tracked, recorded and/or paid, and
        2. SellHealth is not liable for any Commission lost, unearned, or unpaid resulting from the failure to use or maintain the unique Link.
      3. Affiliates using paid advertising on search engines (including, but not limited to, Google Ads and Bing Ads) or any other PPC or media buying platform, shall not link directly from their ads to any website owned by LEH. In order to be compliant, all paid traffic must go to an Affiliate’s landing page. Affiliates found direct-linking may have their accounts terminated and all Commissions forfeited.
      4. Affiliates may also not link to the Privacy Policy or Terms and Conditions of a SellHealth website.  
      5. SellHealth’s policy is not to use pornographic images on a SellHealth Website; if the Affiliate decides to use pornographic materials on the Affiliate Website, that Affiliate alone is responsible for compliance with all applicable statutes and regulations, including Title 18, Part 1, Chapter 110, Section 2257 of the U.S. Code, inter alia with respect to the duty to maintain certain records regarding persons appearing in the pornographic materials. 
      6. The Affiliate shall also solely be responsible for ensuring that he/she does not infringe the Intellectual Property rights of SellHealth or the rights of third-party owners of intellectual property.
    4. You may not make any representations, descriptions, or claims about the Products, including claims about Product efficacy, that are not contained on a SellHealth Website.
      1. SellHealth might change Product claims from time to time.
        1. It is your duty to review SellHealth Websites regularly and bring your claims into conformity.
        2. Failure by SellHealth to send you actual notice of a change in Product claims does not relieve you of the responsibility to stay current with SellHealth’s Product claims and make sure that your Affiliate Websites stay conformed.
          1. An example of a forbidden Product claim would be that a male enhancement supplement can provide permanent enlargement of a flaccid penis (as opposed to temporary enhancement of an erect penis).
    5. The Affiliate must update the content of the Affiliate Website as and when the Advertising Material on the SellHealth websites is updated, in order to maintain consistency between the Affiliate Website and the SellHealth Websites.
      1. All maintenance and updating of the Affiliate Website is the sole responsibility of the Affiliate.
    6. The Affiliate shall not frame any pages or parts of any pages of the SellHealth Website or any other website nor will the Affiliate create the impression that the Affiliate Website is a SellHealth Website, part of a SellHealth Website, or part of any website that is not the Affiliate’s own Affiliate Website.
      1. By way of example, in order to avoid giving the impression that the Affiliate’s website is a SellHealth website, the Affiliate shall not use the name “Leading Edge Health” nor “PrimeGENIX” nor the contact information for those in its footer or elsewhere in a manner implying that the site(s) itself/themselves belong to LEH or PrimeGENIX.
    7. The Affiliate shall not use or create any content, or link to a website that uses any content, that:
      1. contains, libelous, defamatory, obscene, abusive, discriminatory, or illegal materials;
      2. is invasive of any privacy and/or publicity rights;
      3. infringes third-party intellectual property rights;
      4. violates any law, or which is otherwise reasonably objectionable;
      5. contains information or claims about the Products other than information about the Products supplied on the SellHealth Websites;
      6. contains any material that would mislead or cause confusion about the Products or the relationship between the Affiliate and SellHealth;
      7. is a “flog” (a.k.a. “fake blog” or a “flack blog”), defined as a promotional blog posing as a non-promotional, unbiased source of information; or
      8. appears to be unbiased journalism when in fact it is part of a marketing campaign.
    8. The Affiliate shall not authorize any third party to use the SellHealth Intellectual Property, or any text, graphics, or photos that bear a likeness to SellHealth Intellectual Property.
    9. The Affiliate shall not apply to register any Intellectual Property in any jurisdiction, nor induce a third-party to do so; if the Affiliate or an induced third-party does so anyway, the Affiliate and/or induced third party will cooperate with LEH, LEM, and/or PrimeGENIX to rescind the application or registration, or to assign it to LEH, LEM, or PrimeGENIX, and provide and/or execute any documents that LEH, LEM, PrimeGENIX or SellHealth requests in this regard.
    10. The Affiliate shall not engage in or facilitate any Promotional Activities that use any technology that has any virus including, but not limited to, any Trojan horse, worm, logic bomb, time bomb, back door, trap door, keys or other harmful elements.
    11. The Affiliate shall not use consumers’ personal data for activities that fail to comply with personal data protection legislation or regulations in any relevant jurisdiction.
    12. The Affiliate shall not create, or attempt to create, a Transaction by any means other than that permitted in this Agreement.
      1. All Transactions shall be made by SellHealth and/or LEH and/or PrimeGENIX. 
    13. The Affiliate shall not attempt to use any device, program, code or other technology to foster a Transaction that is not in good faith.
    14. The Affiliate shall not offer any warranty, guarantee, or representation relating to the Products, including as to their efficacy and safety, other than those given by SellHealth.
    15. The Affiliate shall not use the Advertising Materials or SellHealth Intellectual Property rights to promote any Affiliate program other than the SellHealth Affiliate program.
    16. All banners and ad materials are solely for use to promote SellHealth offers.
    17. The Affiliate shall give SellHealth a functioning e-mail address that the Affiliate checks regularly.
    18. You shall not, directly or indirectly, attempt to recruit, solicit, or induce other Affiliates to terminate their affiliate relationship with SellHealth.
    19. Traffic theft and any use or distribution of software that overrides or steals tracking cookies to generate sales for him/herself is strictly prohibited.
    20. Affiliates shall not intentionally add additional SellHealth cookies (known as “cookie stuffing”) to a user’s browser.
    21. Affiliates are not allowed to use automated link-building tools or software to build links directly to any of our official websites.
    22. In pay-per-click advertising or any ad copy, Affiliates shall not offer coupons, discounts, promotional codes, or any other promise or method of savings.
    23. Affiliates shall not use the words “discount” or “coupon” in domains used for landing pages.
    24. Sites or campaigns promoting GenF20 Plus:
      1. No Affiliate shall make reference to the products SeroVital, GF-9, Thrive, or any other product from Basic Research LLC.
      2. If affiliates refer to the GenF20 Plus study in sales copy, they must make it clear that the increase measured was an increase in IGF-1, not in HGH. IGF-1 rises when HGH rises, and the test looked for an increase in IGF-1, not directly for HGH. (IGF-1 increased by 28%.) By the same token, do not state any specific amount by which HGH rose in the study.
      3. If affiliates promote GenF20 Plus on a website, insert this into the footer: “The study did not measure for a direct increase in HGH.”
      4. If you list the benefits of taking GenF20 Plus, indicate that those benefits are associated with HGH, and avoid stating directly that they are benefits of GenF20 Plus. This is the correct way to present efficacy benefits for an HGH product. So, for example, if you want to claim that GenF20 Plus will cause muscle growth, you may state that HGH is “associated with” muscle growth, or similar language.
    25. Affiliates may not refer to themselves as an official website for LEH, PrimeGENIX, or any LEH or PrimeGENIX product, neither on the website, domain name, nor in ads.
    26. In accordance with FTC regulations, Affiliates shall disclose in a clear and conspicuous manner that they act as Affiliates and may be compensated.
    27. Consult with your affiliate manager for special rules on sub-affiliates and Affiliate Networks; these rules are set forth inside of the SellHealth Insertion Order.  Violations of those rules shall be considered violations of the Agreement. 
    28. SellHealth shall pay an Affiliate their Commission at the level specified for such Affiliate in his/her Affiliate account interface.
    29. SellHealth reserves the right to vary Commissions at any time.
    30. No Commission shall be payable to the Affiliate for any customers or transactions secured otherwise than in accordance with the Terms, and/or which are not genuine or involve use of fraudulent means.
      1. If SellHealth only becomes aware of such transaction(s) after Commission is paid, SellHealth shall be entitled to recover the full value of the Commission via any appropriate means including, but not limited to, deducting the amount from a future remittal of Commission.
      2. SellHealth may also cancel the Agreement without notice and without penalty to itself, and may take any appropriate legal measures for, inter alia, fraud and breach by the Affiliate.
    31. No Commission shall be payable to the Affiliate for any customers or transactions that occur by visits made to the SellHealth Website by a link which is not the Link and/or by visits made to the SellHealth Website otherwise than via the Link even if those customers have followed the Link previously.
    32. SellHealth no longer offers a webmaster referral program as of June 10th, 2019.
    33. SellHealth utilizes first-click attribution to compensate affiliates for their sales. 
    34. Affiliates may utilize their own Affiliate Links to make purchases for personal use only. It is an Affiliate’s responsibility to ensure that their Affiliate Link is accurate in order to receive credit for a sale. If an Affiliate is cookied with another Affiliate’s cookie and a sale is made, SellHealth will not retroactively give credit for a sale.
    35. If Affiliates are suspected of using their Affiliate accounts to resell products without written authorization from LEH, their account will be terminated and all Commissions forfeited.
  7. Time of the Agreement and Termination
    1. This Agreement shall commence on the date on which you indicate that you have read, understood, and accepted these Terms.
      1. Checking the box for this purpose on the Affiliate sign-up page is full indication that you have read, understood, and accepted these Terms.
    2. SellHealth and you may terminate this Agreement at any time without cause, without notice, and without penalty.
    3. SellHealth may immediately terminate this Agreement for cause if you:
      1. breach any of the Terms, unless SellHealth provides you express, written permission to remedy the breach, and you fail to do so within fourteen (14) days of notice of permission, or
      2. cease or threaten to cease carrying on business.
    4. Upon termination of this Agreement for any reason, SellHealth shall de-activate the Link and the Affiliate will immediately:
      1. cease carrying out all Promotional Activities;
      2. cease to describe him/herself or promote him/herself under or by reference to the designation “SellHealth Affiliate,” an “Affiliate of SellHealth,” or any substantially equivalent designation;
      3. cease use of the Intellectual Property and Advertising Material;
      4. deliver up to SellHealth or, if SellHealth prefers, permanently erase or destroy as appropriate, all the Affiliate’s Advertising Material, whether tangible or intangible, including source codes.
    5. If this Agreement is terminated by SellHealth without cause, any Commission due to the Affiliate will be paid subject to any set-off, claim or deduction that SellHealth may have.
    6. If the Agreement is terminated by SellHealth with cause, the Affiliate in question shall not be entitled to receive any Commissions accrued from and after the event, act, or omission that constitutes cause, including Commissions from the downline Affiliates whom you had recruited, whether or not the sales for Commissions have been completed.
    7. Clauses of the Agreement relating to indemnity, limitation of liability, dispute resolution, status of the parties as independent contractors, confidentiality, and other clauses where indicated, shall survive expiry or termination of this Agreement.
  8. Indemnity, Hold-Harmless, and Limitation of Liability
    1. Without prejudice to any other right or remedy SellHealth or LEH may have regarding an Affiliate, the Affiliate agrees to indemnify and keep indemnified SellHealth and LEH (including their affiliates, directors, officers, employees, and agents) against any and all Liability and increased administration, professional, and legal costs on a full indemnity basis suffered by SellHealth or LEH (without set-off, counterclaim and/or reduction), or hold SellHealth and LEH (including their affiliates, directors, officers, employees, and agents) harmless, as the case may be, from and against and/or arising out of or in connection with any Liability in any circumstance including, but not limited to:
      1. unauthorized use and/or infringement of the Intellectual Property or the intellectual property rights of third parties,
      2. any breach of the Agreement,
      3. any tortious act and/or omission,
      4. any misrepresentation made in the Agreement,
      5. any breach of statutory or regulatory duty; and/or
      6. any Promotional Activities and all other activities of the Affiliate, whether or not the Liability was foreseeable or foreseen.
    2. SellHealth shall have no Liability to the Affiliate for any:
      1. loss of profits and/or damage to goodwill;
      2. pure economic and/or other similar losses;
      3. special damages;
      4. aggravated, punitive and/or exemplary damages;
      5. consequential losses and/or indirect losses;
      6. loss and/or corruption of data;
      7. business interruption, loss of business, loss of contracts, loss of opportunity and/or of production; and/or
      8. legal, administrative, or regulatory action undertaken against the Affiliate, SellHealth, LEH, or PrimeGENIX in connection with any aspect of the SellHealth program including, but not limited to, challenges to claims of Product efficacy.
    3. If, despite the aforegoing, SellHealth or LEH is held liable to the Affiliate, SellHealth’s total Liability to the Affiliate shall not exceed the sum of the Commissions actually paid to the Affiliate in the immediately preceding twelve (12) month period.
      1. For the purpose of this clause, the relevant twelve (12) month period means the twelve (12) months immediately prior to the first act/omission giving rise to the Liability.
    4. Each of the limitations and/or exclusions in this Agreement shall be deemed to be repeated and apply as a separate provision for each of (in any jurisdiction):
      1. Liability in contract (including fundamental breach),
      2. Liability in tort (including negligence),
      3. Liability for breach of statutory duty,
      4. Liability for breach of rule and/or regulation, and
      5. Liability for breach of the common law.
    5. Nothing in this Agreement shall exclude or limit the Liability of the Affiliate for fraud.
    6. Each party acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement.
    7. The obligations under this clause shall in perpetuity survive the expiry or termination of the Agreement.
  10. Assignment.
    1. The Agreement is personal to the Affiliate and the Affiliate shall not assign, sub-contract, delegate, sell, transfer, mortgage, charge, place in trust, or dispose of any of its rights or obligations under the Agreement, unless permitted in writing by an authorized officer of SellHealth.
    2. SellHealth shall have the right to assign, sub-contract, delegate, sell, transfer, mortgage, charge, place in trust, or dispose of any of its rights or obligations under the Agreement.
  11. Your Relationship with SellHealth
    1. Affiliates are independent contractors of SellHealth.
    2. Nothing in the Agreement is intended or will be construed as constituting a partnership, agency, franchise, sales representation, employment, or joint venture relationship between SellHealth and the Affiliates.
    3. Affiliates are not authorized to incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of SellHealth.
    4. Affiliates are not authorized to enter into or commit SellHealth to any agreements, and shall not represent themselves as having such authority.
    5. Each Affiliate shall be solely responsible for paying all expenses s/he incurs.
    6. Affiliates are solely responsible for paying all taxes on their Commissions.
    7. No third party shall have the right to enforce any Terms between the parties.
    8. While Affiliates are independent of SellHealth, and while Affiliates are to use product descriptions that reflect their genuine opinions, Affiliates shall nevertheless disclose clearly on their websites that they have an Affiliate relationship with SellHealth.
  12. Confidentiality
    1. All information conveyed to you by SellHealth or by administrators of the SellHealth program in furtherance of your Affiliate work, shall be kept confidential by you from all third parties, except:
      1. to the extent directly necessary to carry out Promotional Activities, and
      2. to the extent necessary to comply with an order of disclosure from officers of the law, a court of competent jurisdiction, or a government regulatory authority.
        1. In such an instance, you shall first notify SellHealth of the order of disclosure, and shall cooperate with SellHealth in the event that SellHealth elects to legally contest and avoid such disclosure.
    2. The Link and the login and password to enable the Affiliate to access the Affiliate resource area provided by SellHealth are confidential and the Affiliate shall effect and maintain reasonable measures to safeguard them from access or use by unauthorized persons.
    3. The Affiliate shall return to SellHealth or, if instructed by SellHealth, shall destroy, all Confidential Information that is embodied in tangible or visible form, including all copies thereof.
    4. The obligation of confidentiality shall continue and survive the Agreement for a period of five (5) years.
  13. Entire Agreement
    1. This Agreement, in its current form and as amended by SellHealth at its discretion, constitutes the entire agreement between the parties.
      1. It supersedes any prior written or oral agreement between SellHealth and you.
    2. Any promises, representations, warranties, usages, offers, customs, courses of dealing, or other communications are of no force or effect.
  14. Waiver
    1. No waiver by a party hereto of any breach of the Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
    2. Any waiver shall be in writing and signed by an authorized officer of SellHealth.
  15. Cooperation
    1. Each party shall from time to time, at the other party’s request and cost, do all such acts and execute all such documents and/or deeds that may be reasonably necessary in order to give effect to the provisions of the Agreement.
  16. Amendments
    1. SellHealth may amend the Terms at any time.
    2. Any and all amendments shall become effective upon SellHealth’s posting of the amendment(s) on the SellHealth Website(s).
    3. If notice of amendment is transmitted to Affiliates, it will be sent to Affiliates at the e-mail address on file with SellHealth for each Affiliate, and in no other manner.
      1. It is each Affiliate’s sole responsibility to ensure that the e-mail s/he provided to SellHealth is still functioning and checked regularly by the Affiliate.
    4. Notice may consist in an advisory to review the Agreement, rather than in a transmission of the actual amendment.
    5. Your continued participation in the SelHealth program signifies your full acceptance of any and all amendments.
  17. Validity
    1. If any part of the Agreement is held to be void and/or unenforceable, the remainder of the Agreement shall remain in full force and effect.
    2. The parties agree that in the event of any such deletion, they shall negotiate in good faith in order to agree to terms of an enforceable obligation that is as close as possible to achieving the commercial aim of the deleted part.
    3. The failure of the parties to agree such a replacement provision shall not affect the validity of the remaining part of this Agreement.
  18. Expenses
    1. Each party to the Agreement shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement.
  19. Force Majeure
    1. Neither party to the Agreement shall be liable to the other for loss, damage, detention, delay or failure to deliver and/or perform all or any part of its obligations under this Agreement as a result of a war, acts of God, fires, strikes, lock-outs, insurrections, riots, embargoes, unavailability of raw materials, wrecks or other delays in transportation, legal requirements, or regulations of any governmental authority.
  20. Headings
    1. The headings used in the Agreement shall not be used for the construction or interpretation of the Agreement.
  21. Survival
    1. Following the expiry or termination of this Agreement, whether by its terms, operation of law, or otherwise, the Terms set forth, as well as any term, provision, or condition required for the interpretation of the Agreement or necessary for the full observation and performance by each party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiry or termination.
  22. Construction and Interpretation
    1. The parties hereto agree that no provision of the Agreement shall be construed against a party to the Agreement on the grounds that any provision(s) was/were purportedly prepared by a certain party or its attorney.
  23. Dispute Resolution
    1. The parties hereto agree that they will first attempt to resolve any dispute or controversy between them by informal, direct, and good-faith discussions.
    2. If such discussions do not resolve the matter, then the parties shall attempt to resolve the dispute or controversy (except as otherwise provided for herein) by means of mediation, at an office of the ADR Institute of Canada (“ADRIC”) in Victoria, Canada or, if the parties agree, through ADRIC via online sessions, conducted in accordance with the rules of ADRIC then in effect.
    3. If the services of ADRIC are not available or reasonably practicable, then the parties shall avail themselves of the services of the ADR Chambers of Canada (“the Chambers”) by means of mediation, at an office of the Chambers in Victoria, Canada or, if the parties agree, through the Chambers via online sessions, conducted in accordance with the rules of the Chambers then in effect.
    4. If mediation fails, then the parties shall resort to binding arbitration through ADRIC in the manner described above, conducted in accordance with the rules of ADRIC then in effect, or if the services of ADRIC are not available or reasonably practicable, then through the Chambers, and if the parties agree, through online sessions, resorting first to ADRIC and then to the Chambers, conducted in accordance with the rules of ADRIC or the Chambers then in effect.
    5. The mediation and/or arbitration shall be limited solely to the dispute or controversy between you and SellHealth, LEH, or PrimeGENIX, meaning that the mediation and/or arbitration, or any portion of it, shall not be consolidated with any other mediation and/or arbitration, and shall not be conducted on a class-wide or class action basis. 
    6. Further, we both waive the right to mediate or arbitrate any claim as a representative of a class or in a private attorney general capacity, and we both waive the right to participate in any manner in a class action either in a court of law or in mediation or arbitration against each other.
    7. The language of every mediation and/or arbitration shall be English, and there shall be one (1) mediator or arbitrator, as applicable.
    8. The ruling of the arbitrator may be submitted for enforcement, if deemed necessary by either party, to a court of competent jurisdiction in Canada, the United States, or any other pertinent jurisdiction.  
    9. The above-prescribed methods for dispute resolution shall in perpetuity survive the expiry or termination of the Agreement.