Terms & Conditions of BeingWell Affiliates Program
Terms & Conditions of BeingWell Affiliates Program
Welcome to the BeingWell™ website for affiliates (the "Affiliates Landing"), where You can manage Your affiliate marketing relationship with Universal Companies, Inc.’s BeingWell retail program (“BeingWell”, “Us”, or “We”).
Any person or entity (“You” or “Affiliate”) that participates or attempts to participate in our affiliate program (the "Affiliates Program") must accept these Terms and Conditions of the Affiliates Program (the "Terms & Conditions") without change. By registering for or using the Affiliates Landing, You agree to these Terms & Conditions, including the Program Rules as defined in Section 12 and incorporated by reference.
The Affiliates Program permits You to monetize Your website, social media user-generated content, or online software application ("Affiliate Website"), by placing on Your Affiliate Website links to the internet website “beingwell.com”, or, if applicable for the location, any other site which is included in the Affiliates Commission Program (collectively a "BeingWell Site"). The links must properly use the special "tagged" link formats We provide and must comply with these Terms & Conditions ("Assigned Links").
When our customers click through the Assigned Links to purchase an item sold or services offered on the BeingWell Site or take other actions, You can receive revenue for qualifying purchases, as further described in, and subject to the limitations in, the Affiliates Commission Program as defined in Section 14. In order to facilitate Your advertisement of these items or services, We may make available to You data, images, text, link formats, widgets, links, marketing content, other linking tools, application program interfaces, and other information in connection with the Affiliates Program ("Program Content"). Program Content specifically excludes any data, images, text, other information, or content relating to product offerings on any site other than the BeingWell Site.
You must comply with these Terms & Conditions to participate in the Affiliates Program and receive revenue.
You must promptly provide Us with any information that We request to verify Your compliance with these Terms & Conditions.
If You violate these Terms & Conditions, or if You violate terms and conditions of any other applicable BeingWell agreement, then, in addition to any other rights or remedies available to Us, We reserve the right to permanently, to the extent permitted by applicable law, withhold any and all revenue otherwise payable to You under these Terms & Conditions, whether or not directly related to such violation without notice and without prejudice to any right of BeingWell to recover damages in excess of this amount.
- BeingWell Customers.
Our customers are not, by virtue of Your participation in the Affiliates Program, Your customers. As between You and Us, all pricing, terms of sale, rules, policies, and procedures concerning customer orders, service, and sales set forth on the BeingWell Site will apply to those customers and may be changed at any time without notice to you or the customers. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the BeingWell Site, You will direct those customers to the contact instructions on that BeingWell Site.
You represent, warrant, and covenant that (i) You will participate in the Affiliates Program and create, maintain, and operate Your Affiliate Website in accordance with these Terms & Conditions, (ii) neither Your participation in the Affiliates Program nor Your creation, maintenance, or operation of Your Affiliate Website will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over You (including all such rules governing communications, data protection, advertising, and marketing), (iii) You are lawfully able to enter into contracts, (iv) You have independently evaluated the desirability of participating in the Affiliates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in these Terms & Conditions, (v) You will not participate in the Affiliates Program or use any other services if You are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where You are using our services; (vi) You will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology, and services, and (vii) the information You provide in connection with the Affiliates Program is accurate and complete at all times. You can update Your information by logging into Your account on the Affiliates Landing and selecting "My Settings".
We do not make any representation, warranty, or covenant regarding the amount of traffic or revenue You can expect at any time in connection with the Affiliates Program, and We will not be liable for any actions You undertake based on Your expectations.
Identifying Yourself as an Affiliate.
You must clearly state the following, or any substantially similar statement previously allowed under these Terms & Conditions, on Your Affiliate Website or any other location where BeingWell may authorize Your display or other use of Program Content:
"I am a BeingWell Affiliate, and I can earn revenue from your qualifying purchases."
Except for this disclosure, You will not make any public communication with respect to these Terms & Conditions or Your participation in the Affiliates Program without our prior written consent. You will not misrepresent or embellish our relationship with You (including by expressing or implying that We support, sponsor, or endorse You), or express or imply any affiliation between Us and You or any other person or entity except as expressly permitted by these Terms & Conditions.
- Term and Termination.
The term of these Terms & Conditions will begin upon Your registration for or use of the Affiliates Landing. Either You or We may terminate these Terms & Conditions at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be seven calendar days from the date notice is provided. You can provide termination notice by logging into Your account on the Affiliates Landing and selecting the option to close Your account in "My Settings". In addition, We may terminate these Terms & Conditions or suspend Your account immediately upon written notice to You for any of the following: (i) You are in material breach of these Terms & Conditions, (ii) You otherwise fail to cure within 7 days of our notice to You regarding any other breach of these Terms & Conditions (including any Program Rule); (iii) We believe that We may face potential claims or liability in connection with Your participation in the Affiliates Program; (iv) We believe that our brand or reputation may be tarnished by You or in connection with Your participation in the Affiliates Program; (v) Your participation in the Affiliates Program has been used for deceptive, fraudulent, or illegal activity; (vi) We believe that We are or may become subject to tax collection requirements in connection with these Terms & Conditions or the activities performed by either party under these Terms & Conditions; (vii) We have previously terminated these Terms & Conditions (or suspended Your account) with respect to You or other persons that We determine are affiliated with You or acting in concert with You for any reason, or (viii) We have terminated the Affiliates Program as We generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (i) any violation of Section 5 and as specified in the Program Rules will be deemed a material breach of these Terms & Conditions.
We may hold accrued, unpaid revenue for a reasonable period of time following termination to ensure that the correct amount is paid.
Upon any termination of these Terms & Conditions, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with these Terms & Conditions, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of these Terms & Conditions and as specified in the Program Rules, together with any payable but unpaid payment obligations under these Terms & Conditions, will survive the termination of these Terms & Conditions. No termination of these Terms & Conditions will relieve either party for any liability for any breach of, or liability accruing under, these Terms & Conditions prior to termination.
The affiliates program, the BeingWell Site, any products and services offered on the BeingWell Site, any special links, link formats, content, the product advertising API, data feed, product advertising content, our and our affiliated parties' domain names, trademarks, and logos (including the BeingWell marks), and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of us or our related companies or licensors in connection with the affiliates program (collectively the "service offerings") are provided "as is" and "as available". Neither BeingWell nor any of our related companies or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the service offerings. BeingWell and our related companies and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or noninfringement and any warranties arising out of any law, custom, course of dealing, performance, or trade usage. BeingWell may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither BeingWell nor any of our related companies or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither BeingWell nor any of our related companies or licensors will be responsible for (1) any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures, or (2) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your affiliate website or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this agreement. Further, neither BeingWell nor any of our related companies or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (a) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (b) any investments, expenditures, or commitments by you in connection with your participation in the affiliates program, or (c) any termination or suspension of your participation in the affiliates program. Nothing in this section 7 will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.
- Limitations on Liability.
Neither BeingWell nor any of our related companies or licensors will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the service offerings, even if BeingWell have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the service offerings will not exceed the total fees paid or payable to you under our affiliate relationship in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive, or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.
To the maximum extent permitted by applicable law, BeingWell will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of the affiliate website (including your use of any service offering) or your violation of this agreement, and you agree to defend, indemnify, and hold us, our related companies and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (1) your affiliate website or any materials that appear on your affiliate website, including the combination of your affiliate website or those materials with other applications, content, or processes, (2) the use, development, design, manufacture, production, advertising, promotion, or marketing of your affiliate website or any materials that appear on or within your affiliate website, (3) your use of any service offering, whether or not such use is authorized by or violates this agreement or applicable law, (4) your violation of any term or condition of this agreement (including any program rule), or (5) your or your employees' or contractors' negligence or willful misconduct. BeingWell or our nominee may take legal action and perform any procedural act on behalf of any BeingWell party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this section.
Governing Law and Disputes.
Any dispute relating in any way to the Affiliates Program or these Terms & Conditions (including any actual or alleged breach hereof), any transactions or activities under these Terms & Conditions, or Your relationship with Us or any of our related companies will be subject to the laws of the Commonwealth of Virginia and venue for any dispute will lie in the State and Federal Courts in Washington County, Virginia. Notwithstanding anything to the contrary in these Terms & Conditions, We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
We may deduct or withhold any taxes that We may be legally obligated to deduct or withhold from any amounts payable to You under the Affiliates Program. From time to time, We may request tax information from You. If We request tax information from You and You do not provide it to Us, We reserve the right (in addition to any other rights or remedies available to Us) to hold Your revenue until You provide this information or otherwise satisfy Us that You are not a person from whom We are required to obtain tax information.
- Additional Provisions.
We may send You emails relating to the Affiliates Program from time to time. In addition, We may (i) monitor, record, use, and disclose information about Your Affiliate Website and users of Your Affiliate Website that We obtain in connection with Your display of Assigned Links and Program Content (for example, that a particular BeingWell customer clicked through a Special Link from Your Affiliate Website before buying a product on the BeingWell Site), (ii) review, monitor, crawl, and otherwise investigate Your Affiliate Website to verify compliance with these Terms & Conditions, and (iii) use, reproduce, distribute, and display Your logo and implementation of Program Content displayed on Your Affiliate Website as examples of best practices in our educational materials. For information on how We process personal information, please see the relevant BeingWell Privacy Notice.
You acknowledge and agree that (i) We and our affiliated companies may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in these Terms & Conditions, (ii) We and our related companies may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Affiliate Website, (iii) our failure to enforce Your strict performance of any provision of these Terms & Conditions will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms & Conditions, and (iv) any determinations or updates that may be made by Us, any actions that may be taken by Us, and any approvals that may be given by Us under these Terms & Conditions can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign these Terms & Conditions, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, these Terms & Conditions will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and You agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in these Terms & Conditions or accessible on the Affiliates Landing ("Program Rules"), including any updates of the Program Rules from time to time. In the event of any conflict between these Terms & Conditions and any Program Rule, these Terms & Conditions will control. This Agreement (including the Program Rules) is the entire agreement between You and Us regarding the Affiliates Program and supersedes all prior agreements and discussions.
Any information relating to BeingWell or any of its affiliates that We provide or make accessible to You in connection with the Affiliates Program that is not known to the general public or that reasonably should be considered to be confidential is BeingWell's "Confidential Information" and will remain BeingWell's exclusive property. You will use Confidential Information only to the extent reasonably necessary for Your performance under these Terms & Conditions and ensure that all persons or entities who have access to Confidential Information in connection with Your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than Your affiliates bound by confidentiality obligations) and You will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms & Conditions. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
You and We are independent contractors, and nothing in these Terms & Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our behalf or on behalf of any of Our other related companies. If You authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of these Terms & Conditions, You will be deemed to have taken the action Yourself.
We reserve the right to modify any of the provisions contained in these Terms & Conditions at any time and in our sole discretion by posting a change notice, revised Terms & Conditions, or revised Program Rules on the Affiliates Landing or by sending notice of such modification to You by email to the primary email address that is then currently associated with Your Affiliates account. The effective date of such change will be the date specified, which other than increased revenue sharing will be no less than seven calendar days from the date the notice is provided. Your continued participation in the affiliates program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate this agreement in accordance with Section 6.
- Affiliate Commission Program
The Affiliate Commission Program provides commissions less returns, shipping costs, and taxes. The Affiliate Commission Program is solely based on net sales. The commission percentage for the net sales of products is 20%. The commission percentage for the net sales of equipment is 5%.
Updated: July 24, 2020
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