These Terms and Conditions (the “Affiliate Agreement”) govern the Affiliate Program that is made available by Gemworth Health’s website. These Terms and Conditions represent the whole agreement and understanding between Gemworth Health and the individual or entity who participates in the Affiliate Program (the “Affiliate”).
Please read this Affiliate Agreement carefully as it represents a legally binding agreement between you and Gemworth Health.
Gemworth Health shall make available to the Affiliate certain banner advertisements, button links, text links, and/or other graphic and/or textual material (the “Promotional Materials”) for display and use on the Affiliate’s website and/or social media account pages. The Affiliate shall display the Promotional Materials on the Affiliate’s website and/or social media account pages prominently and as the Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Affiliate Agreement. The Affiliate shall also include a link in the Promotional Materials to www.gemworthhealth.com, herein referred to as Gemworth Health’s website, as specified by Gemworth Health.
The display of the Promotional Materials on the Affiliate’s site and/or social media account pages and the Affiliate’s use of the Promotional Materials shall conform to the following terms, conditions and specifications:
a. The Affiliate may not use any graphic, textual or other materials to promote Gemworth Health’s website, products or services other than the Promotional Materials, unless Gemworth Health agrees to such other materials in writing prior to their display.
b. The Affiliate may only use the Promotional Materials for the purpose of promoting Gemworth Health’s website (and the products and services available thereon), and for linking to Gemworth Health’s website at www.gemworthhealth.com.
c. The Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Gemworth Health. If the Affiliate wishes to alter or otherwise modify the Promotional Materials, the Affiliate must obtain prior written consent from Gemworth Health for such alteration or modification of the Promotional Materials.
d. The Promotional Materials will be used to link only to Gemworth Health’s website at www.gemworthhealth.com. Gemworth Health shall have the right to instruct the Affiliate to link the Promotional Materials to specific links on Gemworth Health’s website from time to time.
e. In the event that Gemworth Health does not approve of the link that the Affiliate has linked the Promotional Material to, the Affiliate will have to link the Promotional Material to the link that Gemworth Health selects instead.
Gemworth Health hereby grants to the Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Affiliate Agreement. The term of the License shall expire upon the expiration or termination of this Affiliate Agreement.
Gemworth Health retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Affiliate Agreement shall be construed to grant the Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Gemworth Health and the Affiliate. The Affiliate shall provide services for Gemworth Health as an independent contractor. The Affiliate shall have no authority to bind Gemworth Health into any agreement, nor shall the Affiliate be considered to be an agent of Gemworth Health in any respect.
Affiliate commissions terms, conditions and specifications:
a. In exchange for the Affiliate’s display of the Promotional Materials, and for the Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Gemworth Health shall pay to the Affiliate a commission (the “Commission”) in the amount of fixed price or a percentage of product sold to a user through a link on the Affiliate’s website. The commission for each product is mentioned on Gemworth Health website’s Affiliate Area. This percentage is subject to change by Gemworth Health at any time. Notification to the Affiliate of any change in commission percentage will be given by Gemworth Health at the email address on hand for the the Affiliate. Commission will be based on purchases made by the Affiliate-referred customer for any new purchases. Commission payments do not apply to purchases made directly by the Affiliate. Transactions that result in refunds or chargebacks will not be eligible for Commision and will not be paid out to the Affiliate.
b. Gemworth Health shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to the Affiliate. The Affiliate shall be given reasonable access to these records upon request, and this information is available through the Affiliate’s member page (Affiliate Area) on Gemworth Health’s website. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to the Affiliate in any period or periods shall be rectified by Gemworth Health within 14 days of discovering such discrepancy.
c. Gemworth Health shall pay all Commissions accrued and payable to the Affiliate within 45 days of the referred sale. The minimum amount required for the payout is $60 USD and the minimum number of referrals (sale) should be 5.
e. Affiliates are not allowed to purchase products available on Gemworth Health’s website through their own affiliate link.
f. Affiliates are not allowed to present any kind of cashback scheme, bonus initiative, coupon discount or claim that customers can get any sort of discount by purchasing through their affiliate link.
g. In the event that the Affiliate materially breaches this Affiliate Agreement and Gemworth Health terminates this Affiliate Agreement within 30 days of such breach, then any accrued and payable Commissions owed to the Affiliate shall be forfeited, and Gemworth Health shall not be obligated to pay such Commissions to the Affiliate.
The Affiliate represents and warrants the following:
a. The Affiliate has the legal authority to enter into this Affiliate Agreement and to be bound to the promises, covenants, and other duties set forth in this Affiliate Agreement.
b. The Affiliate’s website does not contain any materials that are:
c. The Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Affiliate’s website. Nothing on the Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement against the Affiliate to date, nor does the Affiliate have any reason to believe that any person or entity will bring or threaten such a claim against the Affiliate in the future.
d. The Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e. The Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f. The Affiliate will not publish or otherwise distribute any advertising materials for the Affiliate’s website that reference Gemworth Health or www.gemworthhealth.com unless Gemworth Health gives to the Affiliate prior written consent to the distribution of such materials. The Affiliate will not use Gemworth Health’s name (or any name that is confusingly similar to Gemworth Health’s name / its products / services) for any purpose on its website, in its promotional materials, or in any other context except to promote www.gemworthhealth.com as specified in this Affiliate Agreement. The Affiliate will not register any domain name that incorporates Gemworth Health’s name or the name of Gemworth Health’s products, or that is confusingly similar to Gemworth Health’s name or to the name of Gemworth Health’s products.
g. The Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Gemworth Health / its products / services or www.gemworthhealthcom.
h. If the Affiliate is using clocked links that redirect users to Gemworth Health’s website, the redirection method MUST BE 301 redirects.
i. PPC bidding is NOT allowed without prior written permission from Gemworth Health.
Gemworth Health may occasionally offer a coupon to select Affiliates and to Gemworth Health’s newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of Gemworth Health’s products in relation to a deal or coupon:
The Affiliate shall not use spammy promotion methods and advertise Gemworth Health on low-value websites such as sites with auto-generated content, auto-generated videos, or any content that they did not create themselves.
If an Affiliate is unsure about their website and if it falls under this category, it is the responsibility of the Affiliate to fully disclose their true intention of how they will promote Gemworth Health when their Affiliate application is submitted.
The Affiliate shall indemnify Gemworth Health and hold harmless Gemworth Health from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Affiliate’s warranties set forth in Section 7 above. The Affiliate shall also indemnify and hold harmless Gemworth Health for any damage, loss or other cost arising out of the use or misuse by the Affiliate of the Promotional Materials.
Any information that the Affiliate is exposed to by virtue of the Affiliate’s relationship with Gemworth Health under this Affiliate Agreement, which information is not available to the general public, shall be considered to be “Confidential Gemworth Health Information.” The Affiliate may not disclose any Confidential Gemworth Health Information to any person or entity, except where compelled by law, unless the Affiliate obtains prior written consent for such disclosure from Gemworth Health.
Gemworth Health reserves the right to terminate any Affiliate account at any time, for any violations of this Affiliate agreement or for no reason, as Gemworth Health sees fit.
Gemworth Health shall not be responsible for any taxes owed by the Affiliate arising out of the Affiliate’s relationship with Gemworth Health as set forth in this Affiliate Agreement. Gemworth Health shall not withhold any taxes from the Commissions paid to the Affiliate.
Gemworth Health shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Gemworth Health was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Affiliate Agreement, use or misuse of the Promotional Materials, or other performance of services under this Affiliate Agreement.
This Affiliate Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Affiliate Agreement shall be held unenforceable for any reason, the remainder of this Affiliate Agreement shall continue in full force and effect. If any provision of this Affiliate Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Affiliate Agreement.
This Affiliate Agreement constitutes the entire agreement between Gemworth Health and the Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Affiliate Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Affiliate Agreement.