Independent Contractor Agreement: Terms and Conditions for Participation in the Leading Edge Marketing, Inc. Affiliate Program (called “Sell Health”)
Updated as of June 10, 2019
Now for the “fine print.” You and we want to treat each other fairly and conduct our respective businesses honestly. These are the terms and conditions under which you can be our independent contractor to promote Sell Health products on independent websites in return for a commission on sales.
Print out this page for your records, but please be aware that the terms and conditions here are subject to change at any time.
First, for clarity’s sake, here are definitions of some terms that we will use in the agreement.
- “Advertising Material” means the banners and product information in the Affiliates’ resource area of Sell Health websites, to be used for promotional activities.
- “Affiliate” means an independent, non-employee of Sell Health who has been granted the rights described below for promoting the Products of Sell Health in exchange for a Commission, subject to all the terms and conditions of the Agreement. On occasion, the term “you” may be employed.
- “Affiliate Website” means the site operate by the Affiliate, as distinct from this website or any other website operated by Sell Health itself.
- “Agreement” means this document, which is a contract, setting forth the terms and conditions of the Sell Health relationship with you.
- “Commission” means the commission payable to the Affiliate as a direct result of visits to Sell Health Websites via Links; you will find information on the Commissions policy in the “Payment Details”, “Products and Offers”, and “FAQ” sections of this Sell Health Website.
- “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.
- “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. anywhere in the world, existing now or later, and the sole right to apply for them and any actual application for them.
- “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.
- “Link” means a unique hypertext link between the Affiliate Website and a Sell Health website, used to promote the Products by a Sell Health Affiliate in accordance with the terms of this Agreement, for the sole purpose of carrying out the Promotional Activities.
- “Products” means the products shown on the Sell Health website that are available for promotion by Affiliates through the Sell Health affiliate program.
- “Promotional Activities” means the use of Advertising Material on the Affiliate Website by the Affiliate and any other activity authorized in writing by Sell Health to promote the products and/or to drive web traffic from the Affiliate Website to the Sell Health website via the Link.
- “Transaction” means the actual customer sale of a Product on a Sell Health website that arises as the direct result of the customer visiting the Sell Health website via the Link from the Affiliate Website.
- “Sell Health” is the name of an affiliate marketing program owned and operated by a corporation named Leading Edge Marketing, Inc. (which we will abbreviate here as “LEM”).
- “Sell Health Website” means a website (including this one) owned and operated by LEM, as opposed to Affiliate Websites that are owned and operated by Affiliates as independent legal entities.
SPAMMING IS PROHIBITED!
- Sell Health defines spamming with a broader scope than other affiliate programs with lower marketing standards and principles. The Sell Health definition of spam includes not only e-mail spamming, but most other forms of unsolicited advertising as well. Our ban on unsolicited advertising includes any quantity of recipients. Whether it is 1, or 1 million, it is prohibited.
The following forms of unsolicited advertising are considered spam and strictly prohibited by Sell Health:
- Unsolicited commercial e-mail of any kind is strictly prohibited, even if it complies with the U.S.CAN-SPAM Act of 2003 (“Controlling the Assault of Non-Solicited Pornography and Marketing Act”) and the anti-spam laws of all other jurisdictions;
- Unsolicited instant messages;
Electronic newsletters of any kind;
- This ban includes double opt-in newsletters, unless you receive prior written authorization from Sell Health;
Unsolicited postings on public forums such as newsgroups, message boards, chat rooms, instant chat programs, guest books, web pages, or any other public forum.
The only exceptions to this policy are:
- Posting in public forums of which you are the 100% owner.
- Posting in public forums where the owner has given you written permission.
- Posting in public forums in the “business opportunities” forum, if applicable.
Sell Health does NOT pay on hits from spamming.
If Sell Health confirms you have promoted any of its products via any of the unsolicited advertising methods noted above, we will immediately invalidate all current sales and terminate your account without notice. Let us say it again for effect: IF YOU ARE CAUGHT PROMOTING OUR SITES WITH ANY FORM OF SPAM AS DEFINED ABOVE, YOUR ACCOUNT WILL BE TERMINATED, ALL AMOUNTS OWING WILL BE FORFEITED, and WE WILL PURSUE LEGAL ACTION. Sell Health has a zero tolerance approach towards violators of this policy.
- This policy will be fully enforced regardless of the “status” of the affiliate. This policy will be applied equally to all, and compliance is mandatory for all affiliates – no excuses by violators will be accepted – no affiliate is considered too “new” to the program to understand this policy, and no affiliate is considered too “important” to respect this policy.
Why is Sell Health so strict with its anti-spam measures and enforcement of its anti-spam policy?
The reasons are simple. First of all, it is illegal. Secondly, we want you to be successful and make more money in the Sell Health program. Spamming equates to a poor gamble on minor short term gains at the expense of assured long term success.
- 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.
- 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.
- 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-mail such as Commission notifications, Affiliate newsletters, and order confirmations will not get through.
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.
- This can result in the denial of paid search term advertising.
- If you have any questions about whether or not your marketing methods are banned by this policy, contact us BEFORE you start your campaign.
- Therefore, this policy is in the best interests of all Affiliates, is a commitment to your long term success, and ensures the Sell Health program will remain a leader in the industry.
- 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.
- 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. It is, naturally, your sole responsibility to comply with any such requirements. By agreeing to this contract, you warrant that you are old enough.
- You warrant that you also possess all other rights, permissions, and competencies to run a website that deals in products of an adult nature.
- 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 Sell Health in its sole discretion deems necessary.
- Pursuant to statutes including, but not limited to, New York Penal Law Section 190.25, Subdivision 4, 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.
- On submission of an application to become an Affiliate, the applicant shall be deemed to have accepted and to be bound by the terms of this contractual Agreement.
The Permission We Allow You
- Upon accepting your application to become an Affiliate, Sell Health grants you permission market the Sell Health Products, as offered on a Sell Health Website, pursuant to the terms of this Agreement, on a strictly independent contractor basis.
- The permission to market includes a non-exclusive, non-transferable, royalty free, revocable license to use Sell Health Intellectual Property in conjunction with Advertising Material, for the sole purpose of Promotional Activities.
Sell Health Rights
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 Sell Health exclusively.
Sell Health is entitled to monitor the Affiliate Website to make sure that the Link to the Sell Health Website and/or the Affiliate Website and/or the Affiliate’s participation in the Sell Health Affiliate program is/are appropriate.
If, in the sole discretion of Sell Health, Sell Health considers the Link and/or the Affiliate Website or the Affiliate’s participation in the program inappropriate, Sell Health may either:
- notify the Affiliate of the changes it requires the Affiliate to make, or
- terminate this Agreement without notice to the Affiliate and without penalty for Sell Health and LEM.
- 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.
- No transfer of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement.
- Both parties will be held to confidence in any matters of business with regard to this Agreement.
- Sell Health will own all right, title and interest in and to all information that is created or collected in the operation of the Sell Health Websites.
- The Affiliate shall conduct him/herself with honesty and integrity.
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.
- 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.
It also applies to the General Data Privacy Regulation of the European Union 2016/679 (“GDPR”).
- The Links shall be displayed throughout your Affiliate Website.
The Link that Sell Health will provide for the Affiliate from the Sell Health Website identifies the linked site as the Affiliate Website, and therefore:
- 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
- Sell Health is not liable for any Commission lost, unearned, or unpaid resulting from the failure to use or maintain the unique Link.
Sell Health’s policy is not to use pornographic images on a Sell Health 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.
- The Affiliate shall also solely be responsible for ensuring that he/she does not infringe the Intellectual Property rights of Sell Health or the rights of third-party owners of intellectual property on the Sell Health Websites, just as the Affiliate is solely responsible for ensuring that he/she does not infringe the rights of third-party owners of intellectual property that the Affiliate independently includes on the Affiliate Websites.
You may not make any representations, descriptions, or claims about the Products, including claims about Product efficacy, that are not contained on a Sell Health Website.
Sell Health might change Product claims from time to time.
- It is your duty to review Sell Health Websites regularly and bring your claims into conformity.
Failure by Sell Health to send you actual notice of a change in Product claims does not relieve you of the responsibility to stay current with Sell Health’s Product claims and make sure that your Affiliate Websites stay conformed.
- 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).
The Affiliate must update the content of the Affiliate Website as and when the Advertising Material on the Sell Health websites is updated, in order to maintain consistency between the Affiliate Website and the Sell Health Websites.
- All maintenance and updating of the Affiliate Website is the sole responsibility of the Affiliate.
- Your assent to the Agreement includes your assent to a continuing obligation by you to review the Sell Health websites from time to time in order to maintain consistency between your Affiliate Websites and the Sell Health Websites.
- The Affiliate shall not frame any pages or parts of any pages of the Sell Health Website or any other website nor will the Affiliate create the impression that the Affiliate Website is a Sell Health Website, part of a Sell Health Website, or part of any website that is not the Affiliate’s own Affiliate Website.
The Affiliate shall not use or create any content, or link to a website that uses any content, that:
- contains, libelous, defamatory, obscene, abusive, or illegal materials;
- is invasive of any privacy and/or publicity rights;
- infringes third party intellectual property rights;
- violates any law or which is otherwise reasonably objectionable;
- contains information or claims about the Products other than information about the Products supplied on the Sell Health Websites;
- contains any material that would mislead or cause confusion about the Products or the relationship between the Affiliate and Sell Health;
- 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
- appears to be unbiased journalism when in fact it is part of a marketing campaign.
- The Affiliate shall not authorize any third party to use the Sell Health Intellectual Property, or any text, graphics, or photos that bear a likeness to Sell Health Intellectual Property;
- 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.
- 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.
The Affiliate shall not create, or attempt to create, a Transaction by any means other than that permitted in this Agreement.
- All Transactions shall be made by Sell Health and subject to Sell Health’s terms of sale.
- The Affiliate shall not attempt to use any device, program, code or other technology to foster a Transaction that is not in good faith.
- 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 Sell Health.
- The Affiliate shall not use the Advertising Materials or Sell Health Intellectual Property rights to promote any affiliate program other than the Sell Health Affiliate program.
- All banners and ad materials are solely for use with Sell Health sites.
- The Affiliate shall give Sell Health a functioning e-mail address that the Affiliate checks regularly.
- You may not refer yourself or your company under your own existing Affiliate account(s).
- You shall not, directly or indirectly, attempt to recruit, solicit, or induce other Affiliates to terminate their affiliate relationship with Sell Health.
- Traffic theft and any use or distribution of software that overrides or steals tracking cookies to generate sales for him/herself is strictly prohibited.
- Sell Health shall pay an Affiliate his/her Commission at the level specified for such Affiliate in his/her Affiliate account interface.
- Sell Health reserves the right to vary Commissions at any time, although commissions will not be varied without notice to the Affiliate.
No Commission shall be payable to the Affiliate for any customers or transactions secured otherwise than in accordance with the terms of this Agreement and/or for any customers or transactions which are not genuine or which involve use of fraudulent means.
- If Sell Health only becomes aware of the circumstances of such transaction(s) after Commission is paid, Sell Health 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.
- Under such circumstances, Sell Health may also cancel this Agreement without notice and without penalty to itself, and may take any appropriate legal measures against the Affiliate for, inter alia, fraud and breach by the Affiliate.
- No Commission shall be payable to the Affiliate for any customers or transactions that occur by visits made to the Sell Health Website by a link which is not the Link and/or by visits made to the Sell Health Website otherwise than via the Link even if those customers have followed the Link previously.
- SellHealth no longer offers a webmaster referral program as of June 10th, 2019.
Time of the Agreement and Termination
This Agreement shall commence on the date on which you indicate that you have read, understood, and accepted these terms and conditions.
- Checking the box for this purpose on the Affiliate sign-up page is full indication that you have read, understood, and accepted these terms and conditions.
- Sell Health and you may terminate this Agreement at any time without cause, without notice, and without penalty.
Sell Health may immediately terminate this Agreement for cause if you:
- breach any term or condition of this Agreement, unless Sell Health provides you express, written permission to remedy the breach, and you fail to do so within fourteen (14) days of notice of permission, or
- cease or threaten to cease carrying on business.
Upon termination of this Agreement for any reason, Sell Health shall de-activate the Link and the Affiliate will immediately:
- cease carrying out all Promotional Activities;
- cease to describe him/herself or promote him/herself under or by reference to the designation “Sell Health Affiliate,” an “Affiliate of Sell Health,” or any substantially equivalent designation;
- cease use of the Intellectual Property and Advertising Material;
- deliver up to Sell Health or, if Sell Health prefers, permanently erase or destroy as appropriate, all the Affiliate’s Advertising Material, whether tangible or intangible, including source codes.
- If this Agreement is terminated by Sell Health without cause, any Commission due to the Affiliate will be paid subject to any set-off, claim or deduction that Sell Health may have.
- If the Agreement is terminated by Sell Health 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, whether or not the sales for Commissions have been completed.
- 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.
Indemnity, Hold-Harmless, and Limitation of Liability
Without prejudice to any other right or remedy Sell Health or LEM may have vis-à-vis an Affiliate, the Affiliate agrees to indemnify and keep indemnified Sell Health and LEM (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 Sell Health or LEM (without set-off, counterclaim and/or reduction), or hold Sell Health and LEM (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:
- unauthorized use and/or infringement of the Intellectual Property or the intellectual property rights of third parties,
- any breach of the Agreement,
- any tortious act and/or omission,
- any misrepresentation made in the Agreement,
- any breach of statutory or regulatory duty; and/or
- any Promotional Activities and all other activities of the Affiliate, whether or not the Liability was foreseeable or foreseen.
Sell Health shall have no Liability to the Affiliate for any:
- loss of profits and/or damage to goodwill;
- pure economic and/or other similar losses;
- special damages;
- aggravated, punitive and/or exemplary damages;
- consequential losses and/or indirect losses;
- loss and/or corruption of data;
- business interruption, loss of business, loss of contracts, loss of opportunity and/or of production; and/or
- legal, administrative, or regulatory action undertaken against the Affiliate, Sell Health, or LEM in connection with any aspect of the Sell Health program including, but not limited to, challenges to claims of Product efficacy.
If, despite the aforegoing, Sell Health or LEM is held liable to the Affiliate, Sell Health’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.
- 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.
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):
- Liability in contract (including fundamental breach),
- Liability in tort (including negligence),
- Liability for breach of statutory duty,
- Liability for breach of rule and/or regulation, and
- Liability for breach of the common law.
- Nothing in this Agreement shall exclude or limit the Liability of the Affiliate for fraud.
- 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.
- The obligations under this clause shall in perpetuity survive the expiry or termination of the Agreement.
WARRANTIES AND LIABILITY
- SELL HEALTH AND LEM MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR THE SELL HEALTH OR LEM WEBSITES OR THEIR AVAILABILITY OR FUNCTIONALITY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE AFFILIATE ACCEPTS THAT THE OPERATION OF THE SELL HEALTH AND LEM WEBSITES MIGHT NOT BE ERROR FREE OR UNINTERRUPTED, AND THAT THE PRODUCTS MIGHT NOT PERFORM AS ADVERTISED FOR ALL CUSTOMERS. SELL HEALTH AND LEM ARE NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE PERFORMANCE OR CONTENT OF THE SELL HEALTH OR LEM WEBSITES, OR THE LACK OF PERFORMANCE OR SAFETY OF THE PRODUCTS OR ANY CONSQUENCES OF THE ADVERTISING MATERIALS AND PRODUCT CLAIMS MADE BY SELL HEALTH AND LEM.
- UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, TORT, AND CONTRACT, SHALL SELL HEALTH OR LEM, THEIR SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF SELL HEALTH OR LEM HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE PRODUCTS’ EFFICACY OR SAFETY, PROMOTIONAL ACTIVITIES, TRANSACTIONS, ADVERTISING MATERIAL, OR THE USE OF OR INABILITY TO USE THE SELL HEALTH OR LEM WEBSITES OR ANY LINKS OR ITEMS ON THE WEBSITES OR ANY PROVISION OF THIS AGREEMENT OR THE SELL HEALTH AFFILIATE PROGRAM, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS.
- 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 SELL HEALTH.
- Sell Health 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.
Your Relationship with Sell Health
- Affiliates are independent contractors of Sell Health.
- Nothing in the Agreement is intended or will be construed as constituting a partnership, agency, franchise, sales representation, employment, or joint venture relationship between Sell Health and the Affiliates.
- Affiliates are not authorized to incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Sell Health.
- Affiliates are not authorized to enter into or commit Sell Health to any agreements, and shall not represent themselves as having such authority.
- Each Affiliate shall be solely responsible for paying all expenses s/he incurs.
- Affiliates are solely responsible for paying all taxes on their Commissions.
- No third party shall have the right to enforce any terms of the Agreement between the parties.
- While Affiliates are independent of Sell Health, 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 Sell Health.
All information conveyed to you by Sell Health or by administrators of the Sell Health program in furtherance of your affiliate work, shall be kept confidential by you from all third parties, except:
- to the extent directly necessary to carry out Promotional Activities, and
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.
- In such an instance, you shall first notify Sell Health of the order of disclosure, and shall cooperate with Sell Health in the event that Sell Health elects to legally contest and avoid such disclosure.
- The Link and the login and password to enable the Affiliate to access the Affiliate resource area provided by Sell Health are confidential and the Affiliate shall effect and maintain reasonable measures to safeguard them from access or use by unauthorized persons.
- The Affiliate shall return to Sell Health or, if instructed by Sell Health, shall destroy, all Confidential Information that is embodied in tangible or visible form, including all copies thereof.
- The obligation of confidentiality shall continue and survive the Agreement for a period of five (5) years.
This Agreement, in its current form and as amended by Sell Health at its discretion, constitutes the entire agreement between the parties.
- It supersedes any prior written or oral agreement between Sell Health and you.
- Any promises, representations, warranties, usages, offers, customs, courses of dealing, or other communications are of no force or effect.
- 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.
- Any waiver shall be in writing and signed by an authorized officer of Sell Health.
- 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.
- Sell Health may amend the terms of the Agreement at any time.
- Any and all amendments shall become effective upon Sell Health’s posting of the amendment(s) to a/the Sell Health Website(s).
If notice of amendment is transmitted to Affiliates, it will be sent to Affiliates at the e-mail address on file with Sell Health for each Affiliate, and in no other manner.
- It is each Affiliate’s sole responsibility to ensure that the e-mail s/he provided Sell Health is still functioning and checked regularly by the Affiliate.
- Notice may consist in an advisory to review the Agreement, rather than in a transmission of the actual amendment.
- Your continued participation in the Sell Health program signifies your full acceptance of any and all amendments.
- 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.
- 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.
- The failure of the parties to agree such a replacement provision shall not affect the validity of the remaining part of this Agreement.
- 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.
- 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.
- The headings used in the Agreement shall not be used to for construction or interpretation of the Agreement.
- Following the expiry or termination of this Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions 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.
Construction and Interpretation
- 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.
- The parties hereto agree that they will first attempt to resolve any dispute between them by informal, direct, and good-faith discussions.
- If such discussions do not resolve the matter, the dispute shall be resolved solely in accordance with the Mutual Arbitration Agreement that you will find here.
- You shall carefully read and agree to comply with the Mutual Arbitration Agreement, which is hereby incorporated into and made a part of the Agreement.
- The Mutual Arbitration Agreement and the obligation to resolve all disputes thereunder shall in perpetuity survive the expiry or termination of the Agreement.
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