This Agreement contains the complete terms and conditions that apply to your participation
in FeelGoodWellness.com's (Therin Green Home Inc.) Affiliates Network, and the establishment of links
from your Web site to the FeelGoodWellness.com (Therin Green Home Inc.) Web site.
Definitions: As used in this agreement:
"You" means (and "your" refers to) the applicant seeking to participate hereunder in the
Affiliate Network.
"We" means (and "us", "our" and "ours" refer to) FeelGoodWellness.com, a division of Therin Green Home Inc..
"Product" means any and all items or services offered for sale by us on the FeelGoodWellness.com Web site.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FEELGOODWELLNESS.COM. BY CLICKING
ON THE "APPLY" BUTTON
AT THE END OF THE AFFILIATE APPLICATION, YOU AGREE THAT (a) YOU HAVE
READ THIS AGREEMENT AND UNDERSTAND ALL
OF ITS CONTENTS AND (b) YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS
IN THIS AGREEMENT.
1. Enrollment in the Network
To begin the enrollment
process, you will submit a complete Affiliate Network Application via
our Web site. We
will evaluate your application in good faith and will notify you of
your acceptance or rejection.
We may reject your application if we determine, in our sole discretion,
that your site is unsuitable for the Affiliate Network for any reason,
including, but not limited to, if your site:
incorporates images or content that is in any way unlawful, harmful,
threatening, defamatory, obscene, harassing or discriminatory based on
race, ethnicity, gender, nationality, religion or
is otherwise objectionable.
depicts sexually explicit images; promotes violence, promotes illegal
activities or incorporates any materials which infringe or assist others
to infringe on any copyright, trademark or other
intellectual property rights (collectively "Content Restrictions").
Once we accept your application, we will provide you with access to our Affiliate Site ("Affiliate network").
If we reject your application, you are welcome to reapply to the Program
at any time.
2. Order Processing
We will be responsible for providing all
information necessary to allow you to make appropriate Links from your
site to our site;
however, all Links must be approved by us. We will process orders placed
by customers who follow the Links from your site to the FeelGoodWellness.com
site. We reserve the right to reject orders that do not comply with
certain requirements, which we periodically may establish. We will be
solely responsible for all aspects of order processing and fulfillment,
including order entry, manufacturing of custom orders, payment processing,
shipping, cancellations, returns and related
customer service.
We will track the volume and amount of sales generated by your site and
will make unaudited reports summarizing this sales activity available
to you through our site. The form, content, and frequency of
the reports may vary from time to time at our discretion. To permit accurate
tracking, reporting, and fee accrual, you must ensure that the Links
between your site and our site are properly formatted.
3. Links on Your Site
In
utilizing the Links, you agree that you will cooperate fully with us
in order to establish and maintain such Links. All Affiliate Sites shall
display such
graphic images prominently throughout
your site as you see fit and with our consent. You shall not alter, modify
or expand the Links in any way without our prior written consent. Each
Link connecting users of your site to our site will
in no way alter the look, feel, or functionality of our site. We have
the right, in our sole discretion, to monitor your site at any time
and from time to time to determine if you are in compliance with the
terms of this Agreement.
4. Our Affiliate Relationship
As an Affiliate
Site, we will make available to you (via FeelGoodWellness.com's) banner
advertisements, button links to our site and/or text links to our site,
containing, the FeelGoodWellness.com
logo and words identifying
the products, content or promotions on our site. Each of these links
(sometimes being referred to herein as "links" or, individually, as a "link"),
subject to the terms and conditions hereof, you may display as often
and in as many areas on your site as you desire. The links will serve
to identify your site as a member
of our Affiliate Network and will establish a link from your site to
ours. We will not be responsible for tracking and reporting sales that
were
not made through a link formatted to our specifications.
5. Commission Determination
Subject
to the terms and conditions of this Agreement, we will pay you referral
fees on all product sales to third parties.
For a product sale to generate a commission, the customer must follow
a link from your
Web site to the FeelGoodWellness.com Web site, purchase a product using
our automated ordering system, accept delivery of the product at the
shipping destination, and remit full payment to us. Commission on returned
products
and refunds will be deducted from your next monthly payment.
6. Commission Rates
Commission
rates will be 6.00% on the amount actually paid to us for purchases, excluding
amounts collected by us for sales taxes, shipping, handling and similar
charges, amounts due to credit card fraud and bad debt,
and credits for returned goods ("Net Sales"). The Commission Rate
is subject to change at any time or from time to time, in our sole and
absolute discretion. You will be notified of any change in the Commission
Rate.
7. Commission Payment
We
will pay your commissions on a calendar month basis. Approximately 30
days following the end of each calendar month, we will
send you a check for the commissions earned on Net Sales of Product that
we shipped
during that period, less any taxes that we are required by law to withhold.
However, if the commissions payable to you for any month are less than
$50.00, we will hold those commissions until the total amount due in
the pay period is at least equal to $50.00.
8. Policies and Pricing
Customers
who buy Products through the FeelGoodWellness.com Affiliate Network will
be deemed to be customers of FeelGoodWellness.com. Accordingly, all FeelGoodWellness.com
(Therin Green Home Inc.) rules, policies, and operating procedures
concerning customer orders, customer service, and sales will apply to
those customers. We may change our policies and operating procedures
at any
time. For example, we will determine the prices to be charged for
Products sold under the Affiliate Network in accordance with our own
pricing policies. Product prices and availability may vary from time
to time. Because price changes may affect items that you already have
listed on your site, FeelGoodWellness.com is in no way responsible for
price information in your web site product descriptions. We will use
commercially reasonable efforts to present accurate product information,
but we cannot
guarantee
the availability or price of any particular Product.
9. Non-Exclusive Limited License and Use of FeelGoodWellness.com and Therin Green Home Inc. Logos
and Trademarks
We grant you a non-exclusive, non-transferable, revocable
right to access our site through links solely in accordance with the
terms of this Agreement, and solely in connection with such links, to
use our logos,
trade names, trademarks and similar identifying material (collectively "Licensed Material")
solely for the purpose of promoting and selling FeelGoodWellness Products
and links to FeelGoodWellness.com. You may not alter, modify or change
the Licensed Material in any way. You are only entitled to use the Licensed
Material to the extent you are a member, in good standing, of the Affiliate
Network. You shall not make any specific use of any Licensed
Material for purposes other than promoting FeelGoodWellness Products,
without first submitting a sample of such use to us and obtaining our
prior written consent. You agree not to use the Licensed Material in
any manner that
is disparaging or that otherwise portrays FeelGoodWellness.com or Cejun
Solutions Inc. in a negative light. We
reserve all of our rights in the Licensed Material, and all other intellectual
property rights. We may revoke the rights granted to you pursuant to
this section at any time by giving you written notice. You shall obtain
no rights in and to the Licensed Material. The rights granted to you
pursuant to this section shall terminate upon the effective date of the
expiration or termination of this Agreement.
10. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks
You
grant to us a non-exclusive license to utilize your names, titles, logos,
and trademarks (collectively the "Affiliate Marks"), and to advertise,
market, promote, and publicize in any manner our rights hereunder; provided,
that we shall not be required to so advertise, market, promote, or publicize.
You hereby represent
and warrant that you are the sole and exclusive owner of the Affiliate
Marks and have the right and power to grant to us the license to use
same in the manner contemplated herein, and such grant does not or will
not breach, conflict with, or constitute a default under any agreement
or other instrument applicable to you or binding upon you; or infringe
upon any
trademark, trade name, service mark, copyright, or other proprietary
right of any other person or entity. This license shall terminate upon
the effective date of the expiration or termination of this Agreement.
11. Obligations Regarding Your Site
You
will be solely responsible for the development, operation, and maintenance
of your site and for all materials
that appear on your site. You hereby represent and warrant to us that
materials posted on your
site do not violate or infringe upon the rights of any third party, and
that materials posted on your site are not libelous or otherwise illegal.
We disclaim all liability for all such matters. Further, you will
indemnify and hold us harmless from all claims, damages, and expenses
relating to the development, operation, maintenance, and contents of
your site.
12. Term of the Agreement
The
term of this Agreement will begin upon our acceptance of your Affiliate
Network Application and will end when terminated by either party. Either
party may
terminate this Agreement at any time, with or without cause,
by giving the other party notice of termination. You are only eligible
to earn a commission on sales occurring during the term of the Agreement,
and commissions earned through the date of termination will remain payable
only if the related orders are not cancelled or returned. We reserve
the right to withhold your final payment for a reasonable time to ensure
that the correct amount is paid.
13. Modification
We may modify any
of the terms and conditions contained in this Agreement, at any time
and in our sole
discretion. Notice of any change by e-mail, to your address on our records,
or the posting on our site of a
change notice or a new agreement, is considered sufficient notice to
you of a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in the scope
of available commission fees, commission schedules, payment procedures,
and Affiliate Network rules. If any modification is unacceptable to you,
your recourse is to terminate this Agreement. Your continued participation
in the Affiliate Network following our posting of a change notice or
a new agreement on our site will constitute binding acceptance of the
change. Except for any such modifications, this agreement constitutes
the sole and
entire agreement of the parties.
14. Relationship of Parties
You and
FeelGoodWellness.com are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative,
or employment relationship between the parties. You will
have no authority to make or accept any offers or representations on
our behalf. You will not make any statement, whether on your site or
otherwise, that reasonably would contradict anything in this section.
15. Disclaimers
We
make no express or implied warranties or representations with respect
to the Affiliate Network or any Product or other items sold through
the Affiliate Network (including, without limitation, warranties
of fitness, merchantability, non-infringement, or any implied warranties
arising out of course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of
our site will be uninterrupted or error-free, and we will not be liable
for the consequences of any interruptions or errors.
16. Representations and Warranties You hereby represent and warrant to us as follows:
a.
This Agreement has been duly and validly executed and delivered by you
and constitutes your legal, valid, and binding obligation, enforceable
against you in accordance with its terms. b. The execution,
delivery, and performance by you of this Agreement and the consummation
by you of the transactions contemplated hereby will not, with or without
the
giving of notice, the lapse of time, or both, conflict
with or violate: any provision of law, rule, or regulation to which you
are subject; any order, judgment, or decree applicable to you or binding
upon your assets or properties; any provision of your by-laws or
certificate of incorporation, or any agreement or other instrument applicable
to you or binding upon your assets or properties. c. No consent, approval,
or authorization of, or exemption by, or filing with,
any governmental authority or any third party is required to be obtained
or made by you in connection with the execution, delivery, and performance
of this Agreement or the taking by you of any other action discussed
herein. d. There is no pending or, to the best of your knowledge, threatened
claim, action, or proceeding against you, or any Affiliate of yours,
with respect to the execution, delivery, or consummation of this
Agreement, or with respect to your trademarks, and, to the best of your
knowledge, there is no basis for any such claim, action or proceeding.
17. Confidentiality
Except
as otherwise provided in this Agreement or with the consent of the other
party hereto, each of the parties hereto agrees that all information
including, without
limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing
and sales information, concerning us or you, respectively, or any of
our Affiliates provided by or on behalf of any of them shall remain
strictly confidential and secret and shall not be utilized, directly
or indirectly, by such party for its own business purposes or for any
other purpose except and solely to the extent that any such information
is generally known or available to the public through a source or sources
other than such party hereto or its Affiliates. Notwithstanding the foregoing,
each party is hereby authorized to deliver a copy of any such
information (a) to any person pursuant to a subpoena issued by any court
or administrative agency, (b) to its accountants, attorneys, or other
agents on a confidential basis, and (c) otherwise as required by
applicable law, rule, regulation, or legal process including, without
limitation, the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
18. Limitations of Liability
We
will not be liable for indirect, special, or consequential damages, or
any loss of revenue, profits, or data, arising in connection with this
Agreement or the Affiliate Network, even if we have been advised of
the possibility of such damages. Further, our aggregate liability arising
with respect to this Agreement and the Affiliate Network will not exceed
the
total commission fees paid or payable to you under this Agreement.
19. Indemnification
You
hereby agree to indemnify, defend, and hold harmless FeelGoodWellness.com,
Therin Green Home Inc. and its subsidiaries and Affiliates, and their directors,
officers, employees, agents, shareholders, partners,
members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgements, settlements, costs, and expenses
(including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (a) any
claim that our use of the Affiliate Marks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property,
or another proprietary right of any third party. (b) any misrepresentation
or alleged
breach of a representation or warranty or alleged breach of a
covenant and agreement made by you herein, and (c) any claim related
to your site including, without limitation, content therein not attributable
to us.
20. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU
UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT
MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE
SIMILAR TO OR COMPETE WITH YOUR WEB SITE.
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
21. Governing Law
This
Agreement will be governed by the laws of the Canada and the
Province of Ontario, without reference to rules governing choice of laws.
Any action
relating to this Agreement must be brought in
the federal or provincial courts located in Ontario and you irrevocably
consent to the jurisdiction of such courts. You may not assign
this Agreement, by operation of law or otherwise, without our
prior written consent. Any purported assignment in violation hereof shall
be null and void. Subject to that restriction, this Agreement
will be binding on and enforceable against the parties and their respective
successors and assigns. Our failure to enforce your strict performance
of any provision of this Agreement will not constitute a waiver
of
our right
to subsequently enforce such a provision or any other provision
of this agreement.
22. NON-ASSIGNMENT AND SUCCESSORS
You may
not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this
Agreement will be binding on, inure to the benefit of, and
be enforceable
against, the parties and their respective successors and assigns.
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