This Agreement relates to the eClinic Program (hereinafter referred to as the “eClinic”) from YFoodX Ltd (hereinafter referred to as the “Company”) and includes any subsequent updates made by the Company to the Program. The eClinic is in the business of producing an online second-opinion for individuals to gain knowledge and help about their food allergy/intolerance problems.
It is recommended that you print and retain a copy of this Agreement for future reference. If you have any queries about the content of the Terms and Conditions, please email us at email@example.com
1. Terms of the Agreement
Subject to the Company\’s acceptance of your registration and your compliance with the terms and conditions of this Agreement, the Term of this Agreement will begin upon the Company accepting your Affiliate application and will end when terminated by either party. Either party may terminate this Agreement at any time by providing the other party with a written notice of termination. You are only eligible to earn commission fees during the Term of the Agreement. The Company reserves the right to deny any Affiliate application.
2. Changes to this Agreement The terms and conditions of this Agreement may be changed by the Company from time to time. Upon any material update the Company will post an updated version of this Agreement online and will inform you of any such material change by email. Your continued use of the Program website at least 7 days after such notification will constitute your acceptance of such changed terms and conditions.
3. Relationship between the Parties You acknowledge that the relationship between yourself and the Company arising from this Agreement is not one of Employment, Partnership, Franchise, Agency or Joint Venture. Nothing in this Agreement shall cause employees or agents of either party to be deemed employees or agents of the other party. Each party retains full responsibility for the supervision and control of its own employees and / or agents.
It is your sole responsibility to ensure that the personal details that you provide on the application are true and accurate, and that you will inform us if they change. You hereby also warrant that you are who you say you are in your application.
4. The Program The Company will endeavour to maintain the Program, however the Company gives no warranties whatsoever in relation to the continuation of the Program. All data supplied via the Link either to or from the Affiliate and/or the Affiliate Website and all Intellectual Property Rights in the same, and any and all goodwill generated by the Affiliate\’s activities shall accrue to and belong to YFoodX Ltd exclusively.
5. Referrals A Referral occurs when the eClinic website receives a \’paid eClinic\’ via the unique Affiliate link which is provided to each Affiliate. Each Referral relates to one client’s fully paid eClinic.
6. Commission Commission is payable to Affiliates who will earn commissions of US$10 for each Affiliate eClinic sold.
Commission will be payable monthly into the Affiliate\’s nominated PayPal Account or Bank Account as nominated by the Affiliate (Payment will be made on about the 5th day of the month following). It is the Affiliate\’s responsibility to keep the Company informed of any changes to their PayPal account or Bank Account details.
Commission will be payable in the same currency as it is received by the Company. The Affiliate will then be able to use PayPal to convert the commission received into their currency of choice, subject to applicable PayPal charges.
7. Affiliate Responsibility The Affiliate has sole responsibility for their promotion of the eClinic Service. The Affiliate is permitted to use legal means to promote the eClinic Service.
Under no circumstances will the Affiliate use unsolicited bulk email (“Spam”) in order to promote the eClinic Service.
All intellectual property used in accordance with this Agreement by either or both parties shall remain the exclusive property of the respective originating or issuing party. No transfer of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement.
Both parties will be held to confidence in any matters of business with regard to this Agreement.
The Company will own all right, title and interest in and to all information that is created or collected in the operation of the eClinic Website.
The Affiliate shall also solely be responsible for ensuring that he/she does not infringe the Intellectual Property rights of YFoodX Ltd or the rights of third-party owners of intellectual property on the YFoodX Ltd Website, just as the Affiliate is solely responsible for ensuring that he/she does not infringe the rights of third-party owners of intellectual property that the Affiliate independently includes on the Affiliate Website.
The Affiliate shall not frame any pages or parts of any pages of the Company’s Website or any other website nor will the Affiliate create the impression that the Affiliate Website is a YFoodX Ltd Website, part of a YFoodX Ltd Website, or part of any website that is not the Affiliate\’s own Affiliate Website.
The Affiliate shall not use any content, or link to a website that uses any content, that:
- Contains, libelous, defamatory, obscene, abusive, or illegal materials;
- Is invasive of any privacy and/or publicity rights;
- Infringes third party intellectual property rights;
- Violates any law or which is otherwise reasonably objectionable;
- Contains information or claims about the Products other than information about the Products supplied on the YFoodX Ltd Websites; or
- Contains any material that would mislead or cause confusion about the Products or the relationship between the Affiliate and YFoodX Ltd.
The Affiliate shall not authorize any third party to use the Company’s/eclinic’s Intellectual Property, or any text, graphics, or photos that bear a likeness to Company’s Intellectual Property.
The Affiliate shall not engage in or facilitate any Promotional Activities that use any technology that has any virus including, but not limited to, any Trojan horse, worm, logic bomb, time bomb, back door, trap door, keys or other harmful elements.
The Affiliate shall not use consumers\’ personal data for activities that fail to comply with personal data protection legislation or regulations in any relevant jurisdiction.
The Affiliate shall not create, or attempt to create, a Transaction by any means other than that permitted in this Agreement.
The Affiliate shall not attempt to use any device, program, code or other technology to foster a Transaction that is not in good faith.
The Affiliate shall not offer any warranty, guarantee, or representation relating to the Products, including as to their efficacy and safety, other than those given by the Company.
The Affiliate shall not use the Advertising Materials or the Company’s Intellectual Property rights to promote any affiliate program other than the Company’s Affiliate program.
The Affiliate shall give YFoodX Ltd a functioning e-mail address that the Affiliate checks regularly.
You may not refer yourself or your company under your own existing Affiliate account(s). You shall not, directly or indirectly, attempt to recruit, solicit, or induce other Affiliates to terminate their affiliate relationship with YFoodX Ltd.
Traffic theft and any use or distribution of software that overrides or steals tracking cookies to generate sales for him / herself is strictly prohibited.
The Company assumes no responsibility for any liability relating to the Affiliates promotion of the eClinic Service. The Affiliate agrees to hold harmless and indemnify the Company from all claims, charges, damages and expenses relating to the Affiliates promotion of the eClinic Service.
8. Limitation of Liability In no event shall the Company or its suppliers be liable for any direct, incidental, consequential, special, exemplary or punitive damages (including, but not limited to loss of data, revenue or profits or business interruption) or other pecuniary loss arising from or related to the Program (including any software component), whether such claim is based on warranty, contract, tort (including negligence) or otherwise.
9. Miscellaneous This agreement will be governed by and construed in accordance with the laws of the Commonwealth of New Zealand. All disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts of New Zealand, except that the Company reserves the right to institute an action in any court of competent jurisdiction as it sees fit.
The failure of the Company to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such a right or provision. If a court of competent jurisdiction finds any provision within this Agreement to be unenforceable then the remainder of this Agreement will continue with full force and effect.
This Agreement is binding and supersedes any prior understandings or agreements regarding the Program.