Affiliate Program Terms & Conditions

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.  

1. Promotional Materials

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.

2. Use of Promotional Materials

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.comGemworth 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. 

3. License

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.

4. Intellectual Property

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.

5. Relationship of Parties

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.

6. Commissions

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.

d. All sales are tracked using the visitor’s IP Address and the use of cookies. Gemworth Health offers a cookie lifetime of 30 days.

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.

7. Affiliate’s Representations and Warranties

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:

  • Sexually explicit, obscene, or pornographic;
  • Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  • Graphically violent, including any violent video game images
  • Solicitous of any unlawful behavior; or
  • Solicitous of any misleading behavior (i.e. invalid, expired coupons, promotions, or discounts)
  • Solicitous offers, cash incentives on purchase through the affiliate link.

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. 

8. Coupon Sites, Deal Sites, & Other Low Value Sites

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:

  • Affiliates should NOT list coupon codes or discounts that are NOT exclusively provided to them.
  • Affiliates should NOT promote any other coupon codes found elsewhere online.
  • In case the Affiliate needs an exclusive coupon, he/she should contact Gemworth Health directly.
  • Affiliates may NOT use misleading text on Affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific Affiliate.
  • Affiliates should NOT mention misleading phrases implying coupons are available.
  • Affiliates should NOT promote an outdated/expired coupon. It is the responsibility of the Affiliate to keep information updated.
  • Affiliates may NOT generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific saving by clicking on a clearly marked link, button or image for that particular coupon or deal. In the event, that the user has expressed a clear and explicit interest, the Affiliate’s link must send the visitor to the website of Gemworth Health.
  • The user must be able to see coupon/deal/savings information and details before an Affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
  • Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the Affiliate program immediately.

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.

9. Indemnification

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.

10. Confidentiality

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.

11. Termination

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. 

12. Taxes

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.

13. Limitation of Liability

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.

14. Counterparts

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.

15. Severability

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.

16. Headings

The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Affiliate Agreement.

17. Entire 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.

LAST MODIFIED: July 29, 2020
CREATED: July 22, 2020

Terms and Conditions of Use

AGREEMENT TO TERMS AND CONDITIONS OF USE

Welcome to Gemworth Health. 

These Terms and Conditions of Use (“Terms of Use”) apply to the website located at www.gemworthhealth.com and set forth the agreement (“Agreement”) between Gemworth Health, its parent, subsidiaries and other affiliated companies (jointly “Gemworth Health” or “we” or “us”) and each individual user (“you” or “user”). The Terms of Use rule the use by you of our website located at www.gemworthhealth.com and our mobile site (jointly the “Sites”). Please take your time to read this Agreement carefully and familiarise yourself with our Terms of Use before using any of the Sites. If you choose to use any of the Sites, you agree to the terms and conditions held in this Agreement. If you do not agree to the terms and conditions held in this Agreement, then you may not access or use any of our Sites. 

The Terms and Conditions held in this Agreement may change from time to time and therefore we encourage you to check this page occasionally to ensure you are aware of any changes or additions to our Terms and Conditions of Use. If we make any material changes to our Terms and Conditions of Use, we will post a notice on our Home Page located at www.gemworthhealth.com for a reasonable period of time after the changes are made and we will also change the ‘Last Updated’ date at the bottom of this webpage. By continuing to use any of the Sites after any changes have been posted, you accept these changes. 

COPYRIGHT, TRADEMARKS AND PERMITTED USE OF THE SITE AND CONTENT
Gemworth Health owns, controls or licenses all of the text, graphics, photographs, user interfaces, visual interfaces, sounds, music, artwork, computer code (jointly “Content”) on our Sites. The Content is protected by copyright, patent and trade dress laws as well as various other Intellectual Property (IP) rights and unfair competition laws. The Content includes but is not limited to the design, structure, selection, coordination, ‘look and feel’, expression and arrangement of the Content on our Sites.  You may use the Content of our Sites ONLY for personal, non-commercial use provided that you keep intact all copyright and other proprietary notices contained in the original Content of our Sites.  You MUST NOT 
  1. make any modifications to any of the Content
  2. copy or post any of the Content on any networked computer
  3. copy of post any of the Content and broadcast it in any media
  4. use any of the Content for commercial informational purpose
  5. make any additional representations or warranties concerning any of the Content
VIRUSES, HACKING AND OTHER OFFENSES

You must not under any circumstance misuse any of our Sites to knowingly introduce viruses, worms, logic bombs, Trojans or other material that are malicious or destructive to our Sites. You must not attempt to hack (obtain unauthorized access to) any of our Sites, the server onto which our Sites are stored, or any servers, computers or databases that are connected to our Sites. You must also not attack any of our Sites by using a denial-of-service attack or by using a distributed denial-of-service attack. Such actions mean that you have breached this provision and that you may have committed a criminal offense. We will report any such breach to the relevant law authorities, and we will cooperate with them through divulging your identity to them. In the event that you commit such a breach, your right to use any of our Sites ends immediately. 

USER CONTENT AND USER CONTENT STANDARDS

We may offer interactive services on our Sites that allow you to make contributions to our Sites. These include but are not limited to product reviews, comments and blog post contributions. Contributions must be accurate, genuinely held (when expressing opinions) and MUST COMPLY WITH THE APPLICABLE LAWS IN THE U.S. AND IN ANY COUNTRY FROM WHICH THEY ARE POSTED. 

You MUST NOT make contributions that promote violence or illegal activity, contain offensive, hateful or defamatory material, infringe any copyright, trademark or Intellectual Property (IP) of any other person, invade another person’s privacy, impersonate any other person, or give the impression that the contribution has been made from us, Gemworth Health. 

HEALTH RELATED INFORMATION

NEUROASPIS plp10 (the “product(s)”) is a dietary supplement and as such, any information and / or statements regarding NEUROASPIS plp10 ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. You must read all packaging and product labels before using NEUROASPIS plp10. The information and advice offered on and through our Sites are not meant to substitute the advice provided by your doctor or healthcare professional.

YOUR ACCOUNT

To order any product(s) from our Sites, you may create a user account, or you may choose to checkout as a guest. If you choose to create a user account, then you are responsible for maintaining your account and password confidential. You are also responsible for ensuring that the information on your user account is true, accurate and complete. If you suspect or know that your account’s confidentiality has been compromised, you must immediately change your password. By using our Sites, you represent that you are at least the age of majority in your state, province, or place of residence. 

PRIVACY AND SECURITY

We are committed to protecting the privacy and security of personal information and other information you submit and share with us when using our Sites. Please refer to our Privacy Policy for more information. 

CONTACT US

If you have any questions about our Terms and Conditions of Use, please feel free to contact us at contact@gemworthhealth.com or message us on Facebook Messenger and we will get back to you as soon as possible.

LAST UPDATED: March 11, 2020
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