Terms of service
Terms and Conditions
This Affiliate Program Agreement is entered into and in effect upon Acceptance of these terms and is by and between Health Wellness Alliance, and Customer.
WHEREAS, Health Wellness Alliance has expanded its services to include an affiliate program, enabling Customer to offer Health and Wellness Alliance’s genetic testing kits to a broader audience, allowing individuals to access and purchase these kits through their membership on Health Wellness Alliance’s affiliate website.
WHEREAS, Customer’s participation in the Affiliate Program involves the creation of a membership on the Affiliate Website, where Customer can obtain unique affiliate links for the promotion of genetic testing kits across various platforms, including but not limited to Customer’s own websites and social media channels;
WHEREAS, when individuals referred by Customer click on the affiliate link and subsequently purchase a genetic testing kit, a third-party vendor undertakes the responsibility of shipping the test kit directly to the customer and receiving the returned kit, managing all aspects of the testing process, including the analysis of genetic data and provision of results directly to the end customer.
WHEREAS, Customer, as part of the Affiliate Program, is not directly involved in the testing process, does not have access to customer data, and is solely responsible for promoting genetic testing services as an affiliate partner.
Section 1: Affiliate Program Services
1.1 Affiliate Program Services. Health Wellness Alliance shall provide the following services to the Customer as part of the Affiliate Program:
1.1.1 Customer’s participation in the Affiliate Program involves the creation of a membership on the Affiliate Website, where Customer can obtain unique affiliate links for the promotion of Health Wellness Alliance’s genetic testing kits across various platforms, including but not limited to Customer’s own websites and social media channels.
1.1.2 When individuals referred by Customer click on the affiliate links and subsequently purchase a genetic testing kit, a third-party shall undertake the responsibility of shipping the test kit directly to the customer and receiving the returned kit, managing all aspects of the testing process, including the analysis of genetic data and provision of results directly to the end customer.
1.1.3 Customer, as part of the Affiliate Program, is not directly involved in the testing process, does not have access to customer data, and is solely responsible for promoting Health Wellness Alliance’s genetic testing services as an affiliate partner.
Section 2: Payment Schedule and Threshold
2.1.1 The Payment Schedule detailing the Manufacturer’s Suggested Retail Price (MSRP) and affiliate earnings for each type of test sold shall be outlined in Exhibit A of this Agreement.
2.1.2 Affiliate payouts shall be disbursed monthly, with payments scheduled for the 1st day of each month, unless it falls on a holiday or weekend. In such cases, payments shall be made on the next business day.
Section 3: Term and Termination
3.1 Term. The term of this Agreement shall be for five (5) year, commencing on the Effective Date. The term of this Agreement will automatically renew for an additional 5 years unless terminated by either party under the terms of Section 3.2.
3.2 Termination.
3.2.1 Either party may terminate this Agreement upon written notice to the other party. In the event of a material breach of any term of this Agreement by either party, the non-breaching party may immediately terminate this Agreement upon written notice of termination to the party in breach.
3.2.2 A non-renewing party shall provide written notice to the other party of such non-renewal at least 15 days prior to the expiration of the term.
3.3 Payouts Upon Termination. In the event of termination, regardless of the amount in the affiliate’s account, all accrued and unpaid earnings shall be paid out to the affiliate, minus any outstanding fees owed, on the 1st day of the following month.
3.4 Termination for Marketing Violation. Violation of the terms outlined in Section 9 (Marketing) of this Agreement shall constitute grounds for automatic termination of this Agreement or temporary suspension.
Section 4: Indemnification.
4.1 Each party agrees to indemnify and hold the other harmless from any liability, loss, claim, injury, damage, or expense (including reasonable attorney’s fees and costs) incurred by the other as a result of (a) any gross negligence or misconduct by a party or its employees, agents or subcontractors in the performance of its obligations hereunder, or (b) any breach of this Agreement by a party. All indemnification rights described in this Section 7 are expressly conditioned upon the party seeking indemnification giving to the other party prompt and timely notice of the claim for which indemnification is sought.
Section 5: Limitation of Liability
5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY THAT A PARTY MAY HAVE TO THE OTHER PARTY SHALL NOT EXCEED THE REVENUE GENERATED DURING THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES UNDER OR RELATING TO THIS AGREEMENT, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 6: Independent Contractor Relationship
6.1 The relationship between Health and Wellness Alliance and Customer is that of independent contractor. This Agreement shall not be construed to make the Customer an agent of, employee or employer, or a joint venture with Health and Wellness Alliance. Each of the parties hereto expressly disclaims any intention to enter into any such agency, employment, or joint venture and agrees to conduct itself so as not to act or purport to act on behalf of the other.
6.2 It is expressly agreed that Health Wellness Alliance will not withhold any state or federal taxes on behalf of the Customer. The Customer acknowledges and agrees that they are solely responsible for the payment of all state and federal taxes resulting from their participation in the Affiliate Program and shall comply with all tax laws and regulations applicable to their earnings from the Affiliate Program.
Section 7: Compliance and Termination Due to Legal Changes
7.1 Neither party shall intentionally conduct itself under the terms of this Agreement in a manner that constitutes a violation of the Medicare and Medicaid Fraud and Abuse Provisions (42 U.S.C. Sections 1395nn(b) and 1396h(b)), including the Medicare and Medicaid Anti-Fraud and Abuse Amendments of 1977 and the Medicare and Medicaid Patient and Program Protection Act of 1987 (42 U.S.C. Sections 1320a-7 et seq.), or any other applicable federal, state, or local law, rule, or regulation.
7.2 If, prior to the expiration of the term of this Agreement, any federal, state, or local laws, rules, or regulations are enacted that affect either party’s performance or ability to perform under this Agreement, or if such newly enacted laws, rules, or regulations render this Agreement illegal or unenforceable, this Agreement shall automatically terminate.
Section 8: Assignment
8.1 The Customer shall not have the right to assign any of their rights under this Agreement without the prior written consent of Health Wellness Alliance. Health Wellness Alliance retains the right to assign its rights under this Agreement without the Customer’s consent.
Section 9: Marketing Guidelines
9.1 Compliance with Marketing Standards. Customer is encouraged to market Health Wellness Alliance’s products creatively while adhering to the following marketing standards:
9.1.1 Truth and Accuracy: No marketing campaign shall include misleading or untrue claims regarding Health Wellness Alliance’s genetic test kits. It should be explicitly stated that these kits are not treatments and do not claim to treat any condition or diseases.
9.1.2 Disclaimer: All marketing campaigns must prominently include a disclaimer emphasizing that any changes to diet, exercise plans, or medication should be discussed with a qualified healthcare professional.
9.1.3 References: All marketing campaigns that include references to genetic reports or papers must be from legitimate sources. Upon request, any referenced materials should be made available to Health Wellness Alliance for verification.
9.1.4 Prohibited Content: Marketing materials shall not contain content that involves sex, exploitation, or drug use. Legal drug use may be depicted only for Health Wellness Alliance’s CBD/THC related products.
9.1.5 Medium Restrictions: The medium in which ads are displayed or promoted shall align with responsible and ethical practices. Health Wellness Alliance products shall not be advertised on pornographic or illegal websites.
9.2 Review and Exception Process. Customers are encouraged to submit marketing materials and details about the medium where the ads will be displayed for review. All review requests should be sent to your affiliate administrator.
9.3 Request for Exception. If Customer wishes to request an exception to the marketing guidelines for a specific campaign, they may submit their request to your affiliate administrator.
Section 10 Force Majeure
10.1 Neither party shall be liable for any delay or failure in performance hereunder caused, in whole or in part, by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of the parties, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm, severe weather conditions, pandemic or other act of God.
Section 11 Governing Law
11.1 This Agreement has been executed in and shall be governed by and interpreted in accordance with the laws of the State of California. Any controversy or claim arising from or relating to the Agreement shall be brought in the courts of the State of California.
Section 12 Severability
12.1 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Section 13 Entire Agreement
13.1 This Agreement and its attachments constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede all previous negotiations, commitments, and writings. This Agreement shall not be amended, released, discharged, changed, or modified except by a written instrument signed by a duly authorized representative of each of the parties.
Section 14 Notices
14.1 All notices of any nature referred to in this Agreement shall be in writing and sent to your affiliate administrator.
If to Customer: The Customer’s registered email address on file.
Section 15 Survival
Sections 3, 4, 5, 7, 8, 9, 11, 12 and 14 of this Agreement shall survive termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties hereto acknowledge and agree that this Agreement shall be effective as of the date of the Customer’s account creation on the Health and Wellness Alliance platform and shall serve as the binding agreement between the parties. By creating an account, the Customer’s duly authorized representative signifies their acceptance and consent to the terms and conditions herein, including any future updates or modifications made by Health Wellness Alliance. This Agreement is entered into by electronic means and shall be legally enforceable to the fullest extent permitted by applicable laws.