VITALITY TRUE HEALTH AFFILIATE AGREEMENT & PRIVACY POLICY AGREEMENT

 

VITALITY TRUE HEALTH AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INNOVISION LLC (DBA VITALITY TRUE HEALTH), hereon “VITALITY”.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

  1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in VITALITY’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the VITALITY web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to VITALITY, and “you,” “your,” and “yours” refer to the affiliate.

  1. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the VITALITY affiliate registration page, or by any other means that we might choose to accept your application. When we approve your application, it does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Vitality Detox Drops” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are VITALITY or any other affiliated business.

2.2. As a member of VITALITY’s Affiliate Program, you will have access to VITALITY’s Affiliate Area. Here you may be able to review our Program’s details, download HTML code (that provides for links to web pages within the VITALITY web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with, or any other means that we might provide to you directly from time to time.

2.3. VITALITY reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

  1. VITALITY Rights and Obligations

3.1. We have the right to monitor the traffic you bring to our site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your advertising methods we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your advertising methods that we feel are necessary, we reserve the right to terminate your participation in the VITALITY Affiliate Program.

3.2. VITALITY reserves the right to terminate this Agreement and your participation in the VITALITY Affiliate Program immediately and without notice to you should you commit fraud in your use of the VITALITY Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, VITALITY shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

  1. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

  1. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and VITALITY’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in VITALITY’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

  1. Payments

VITALITY pays affiliates via a PayPal account, provided to us when You join. If the PayPal email changes, it is Your responsibility to notify change your payment email address on the Affiliate Area to ensure proper commission payments. Completion of tax form submission may be required before any payment is issued. VITALITY issues commission payment by the 15th of the month for commissions earned the previous month minus any deductions for refunds. Details will be available in the Affililate Area

  1. Access to Affiliate Area Interface

You can access real time your current of commission, payouts, and other tools at the VITALITY Affiliate Area, with the username created when you applied and Your current password. From here you will be able to see your reports that will describe our calculation of the commissions due to you. You may reset the password at any time by using the “Forgot Password” tool and the email currently registered at Your account. You are responsible for the security of your login access. VITALITY declines all responsibility for unauthorized access to your Affiliate Area at the VITALITY’s website.

  1. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions VITALITY could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by VITALITY. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote VITALITY so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote VITALITY so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from VITALITY. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the VITALITY Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as VITALITY, merchant, www.merchant, www.VITALITY, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any VITALITY’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open VITALITY’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

  1. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of VITALITY’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of VITALITY and the good will associated therewith will inure to the sole benefit of VITALITY.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

  1. Disclaimer

VITALITY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING VITALITY SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF VITALITY ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

  1. Representations and Warranties

You represent and warrant that:

11.1. 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;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

  1. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL VITALITY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

  1. Indemnification

You hereby agree to indemnify and hold harmless VITALITY, 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, judgments, 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 (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

  1. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

  1. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and VITALITY. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

 

 

 

 


PRIVACY POLICY

 

This Privacy Policy of Vitality True Health Affiliate Marketing (hereon "VITALITY") explains how we gather and utilize personal data, as well as the rights that merchants, affiliates, and customers have over their data.


By participating in the Affiliate program, you agree to the rules outlined in this Privacy Policy, as well as all other terms and conditions. You must not access the affiliate marketing system if you do not agree to this Privacy Policy. 
This Privacy Policy may be updated from time to time to reflect changes in our privacy practices or for other functional, legal, or regulatory reasons. You agree to the amended rules if you continue to use our affiliate program after these changes are made.


Data gathered from Merchants


When a merchant uses the app, we are able to immediately access various sorts of information from their Shopify account, including email, first & last names and shop information (shop domain, shop currency, shop location, etc.). We collect this information in order to offer you our Services, such as to verify your identity, contact you, provide customer assistance when you contact us, and send you advertising and marketing materials.


Data gathered from Affiliates


We collect some information from affiliates when they registers for a program such as email, personal information, payment details and social network information, so as to inform merchants. The data would allow the merchant to assess the affiliate's background and potential, as well as examine specific app activity and contact the affiliate if necessary.


Data gathered from Customers when visiting merchant website


When customers visit a merchant's website and place an order, the VITALITY system collects information about the sale, such as the order amount, order items, order ID, etc. to track conversions.


Cookie


"Cookies" and other tracking technologies are used on some of our site pages. Cookies are little files that are placed on your hard disk to assist us in analyzing the movement of our web pages and customizing our services. These cookies are used to save information such as visitor preferences and the pages of the website they browsed or visited.
We recommend that you leave cookies turned on because they allow you to use some of the affiliate marketing system's most important features.


Data Sharing


We value your privacy and take precautions to protect it. Except as specified in this privacy policy, we do not disclose your personal information with other parties. We may share your personal information with third-party service providers that we hire to do certain tasks for us, such as email marketing, data analysis and other marketing support. Third-party service providers have access to personal information only as long as it is necessary for them to perform their functions, and they must process it in line with this Privacy Policy.


Online Privacy Protection for Children


Children under the age of 13 are not permitted to use or access the Services. Children under the age of 13 are not deliberately collected personal information by VITALITY. By sending information to VITALITY, you represent that you are at least 13 years old . If you are under 13, you may only use the Site and Services with your parent or guardian's permission.


Contact Information


Please contact us at support@vitalitytruehealth.com if you have any queries about our privacy policy or would like to file a complaint about how we handle your personal information.