Elite Medical

Product Description

This Affiliate Operating Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in Elite Home Medical Supplies’s Affiliate Program (the "Program"). By participating in the Program, you agree to be bound by the terms and conditions of the Agreement.

If your application is accepted by us, you will be able to participate as an affiliate ("Affiliate") of the Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") to our Web sites at the locations designated by us ("Our Sites"). We will provide you with the appropriate URL(s) once your application has been accepted by us. By establishing links from Your Site to Our Sites, you will have the opportunity to earn commissions on the sale of products by Elite Home Medical Supplies, Inc.

To become an Affiliate in the Program, you must submit a complete Program application via The Elite Home Medical Supplies Site. Enter affiliate application URL here We will evaluate your application and will notify you of our acceptance or rejection of Your Site as an Affiliate. We may reject your application if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including but without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). If we reject your application, you are welcome to reapply after 90 days. You should understand that even if we accept your application, we may later determine (in our sole discretion) that Your Site is unsuitable, in which case we may terminate this Agreement and your participation in the Program at any time. We will notify you in writing if your site has been terminated from the Program. By submitting the Program application, you represent that you are over 18 years of age, have the right to enter into this Agreement and to perform your obligations under it and you agree to all of its terms and conditions. In addition, you acknowledge that you have evaluated independently the desirability of participating in the Program and are not relying on any guarantee or statement other than contained in this Agreement. Your Site must be based in the United States to qualify for the Program.

Once you have been notified in writing that Your Site has been accepted into the Program, you may begin establishing links from Your Site to Our Sites as described in this paragraph. You may select one of more of our products ("Our Products") to feature on Your Site. You may change the selection of Our Products featured on Your Site at any time without our approval. For each of the products selected by you, you will display on Your Site the text, graphics, images, logos, and other elements designated by us to be used in promoting our Products ("Our Promotional Materials"). For example, if your promote subscriptions to our magazines, you may be required to display particular terms for the offer (e.g., the number of issues, the term, pricing) and/or materials to promote the magazines (e.g./ cover images, excerpts of content). You must only use the text, graphics, images, logos, and other elements that are approved by us for use in the Affiliate Program. For each of Our Products selected by you, you will provide a link directly from the promotion on Your Site to the ordering page of Our Sites using the URL(s) designated by us.

You will be responsible for the maintenance and placement of Our Promotional Materials on Your Site. You may not alter, modify or change in any way Our Promotional Materials without our prior written approval, and you will be responsible for any inaccuracies or other changes when posting our Promotional Materials on Your Site. We may modify Our Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon our request. You agree to immediately delete or remove Our Promotional Materials, along with any copies from Your Site (or any other media under your control) upon our request or upon termination of this Agreement.

You will be responsible for setting up the links connecting Your Site to the ordering pages of Our Sites at the URL(s) designated by us, and for ensuring that the links are in good and working order.

We will pay you referral fees ("Referral Fees") on the sale of Our Products to consumers if (a) the consumer follows a link from Your Site to the ordering page of Our Sites at the URL designated by us, (b) you correctly use our Promotional Materials as designated by us, (c) the consumer purchases Our Products using the ordering system on Our Sites (a "Qualifying Order") and (d) the consumer pays in full for Our Product. We will not pay Referral fees to you when a consumer purchases one of our Products after the consumer has already purchased one of our Products through a link from Your Site to Our Sites, or when a consumer purchases one of Our Products after entering one of Our Sites other than through a link from Your Site or Our Sites (even if the consumer previously followed a link from Your Site to Our Sites). In addition, if a consumer returns or cancels one of Our Products, we will cancel the Referral Fee and deduct the equivalent amount from your next payment. If we are not scheduled to make any additional payments to you, we will send you a bill for the cancelled Referral Fee, for which you agree to reimburse us.

We will pay you Referral Fees on Qualifying Orders according to referral fee schedules to be established by us from time to time, which may differ for each of Our Sites. We will make the referral fee schedule available to you upon your request. Our current fee schedule is as follows: (All amounts specified in this Agreement are in United States dollars)

We will pay you the Referral Fees on a monthly basis. Approximately thirty (30) days following the end of each calendar month, we will send you a check for the Referral Fees earned by you on Qualifying Orders made during the previous calendar month (less any taxes that we are required by law to withhold). However, we reserve the right to withhold any payment that in aggregate amounts to less than that in the payment threshold set forth below ("Payment Threshold"), and to continue withholding any payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier).

The Payment Threshold is:

We will be responsible for tracking Qualifying Orders made through links from Your Site to Our Sites. We will use commercially reasonable efforts to make available to you reports summarizing this sales activity. The method of delivery, form, content and frequency of these reports may vary from time to time at our discretion. We will give you online access to the reports by designating a URL and assigning you a password. Our records will be the determinative evidence of the Qualifying Orders that entitle you to the Referral Fees. The reports will be updated weekly.

We will be responsible for processing and fulfilling all orders for Our Products placed by customers who follow links from Your Site to Our Sites as described in this Agreement (including without limitation, preparing order forms, processing payments, shipping Our Products, cancellations, and handling customer service). We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time.

Consumers who buy our products through the Program (regardless of whether the purchase is made through a link on Your Site to Our Sites or directly through Our Sites) will be deemed to be our customers. Accordingly, our rules, policies and operating procedures concerning customer orders, customer service, and products sales will apply to the customers. We may change our rules, policies, and operating procedure at any time. For example, we retain sole discretion over the selection of Our Products that are to be sold as part of the Program and may modify this selection at any time at our sole discretion. We retain sole discretion over the prices to be charged for Our Products that are to be sold as part of the Program in accordance with our own pricing policies and may modify the pricing at any time at our sole discretion. You may not offer any discounts, rebates or premiums that would change the prices of Our Products as designated by us. The prices and availability of Our Products may vary from time to time, and we do not guarantee the prices of availability of any of Our Products.

You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing, or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program.

You may not issue any press releases or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent.

We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use (a) Our Promotional Materials described in Section 3 solely for purposes of establishing links between Your Site and Our Sites in accordance with Section 3 and (b) any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Our Proprietary Materials"). You may not alter, modify or change any of Our Proprietary Materials in any way. We reserve all of our rights (including without limitation, our copyright, trademark, patent or other intellectual property rights) in all of Our Proprietary Materials. You will avoid taking any action that, in our sole opinion, diminishes the value of any of Our Proprietary Materials. We may revoke your license at any time.

You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operated Your Site; creating, posting and maintaining the links from Your Site to Our Sites; the accuracy and appropriateness of materials posted on Your Site (e.g., Our Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); and ensuring that materials posted on Your Site are not libelous or otherwise illegal).

We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries, their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys’ fees) relating to the development, operation, maintenance, use, and materials of Your Site.

The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time with or with out cause, for any reason, by giving the other party written notice of termination. Upon termination of this Agreement for any reason, the license set forth in Section 10 above shall automatically terminate and you will be responsible for immediately removing all of Our Promotional Materials and Our Proprietary Materials from Your Site. Sections 8, 9, 11, 14, 15, 16 and 17 shall survive the termination of this Agreement. In addition, you will not be entitled to any additional Referral Fees after the effective date of termination of this Agreement.
 

We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion. We will post a change notice or a new agreement on Our Sites and attempt to send you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs.

If any modification to this Agreement is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement or our written notice to you will constitute your binding acceptance of the change.

You and we 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.

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCTS, OR ANY OF OUR SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

WE WILL NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

This Agreement will be governed by the laws of the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, 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, and any attempted assignment in violation of this Agreement shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

19) Waiver
 

Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

20) Notices

Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail: if to you, to an email address provided in your Program application and if to us, at affiliates@Elite Home Medical Supplies.com.

21) Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by both parties.