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Terms &
Conditions
Please read this agreement
carefully before registering as an Affiliate.
DEFINITIONS
For purposes of clarity, the
terms "we", "our" and "us" refer to Shopeastwest.com and ACE LTD; "you" and "Affiliate" refers
to the other party to the contract formed by your acceptance of these Terms and
Conditions; "Affiliate Program" refers to your participation in the promotion of
our products and services.
PREAMBLE
Affiliate is an independent
contractor seeking registration for the Shopeastwest.com Affiliate Program. Shopeastwest.com is not
licensed to practice medicine in any capacity but works on an Affiliate basis
with ACE LTD; ACE LTD provides a dynamic web site order platform, and back
office system, which connects customers to both licensed physicians and
pharmacies; therefore Shopeastwest.com and ACE LTD collectively act only as a
medium to refer a customers specific request for treatment to a specific
physician.
TERM OF THE
AGREEMENT
The
term and conditions specified in this agreement are considered in effect upon
our acceptance and approval of your Affiliate application, upon such acceptance
you will be notified by email. This agreement will end when terminated by either
party, this agreement may be terminated at any time. Should this agreement be
terminated you will be notified by email.
RELATIONSHIP BETWEEN THE
PARTIES
Both
parties are independent contractors. The relationship specified in this
Agreement is non-exclusive for both parties; therefore, the Affiliate shall be
entitled to pursue other marketing opportunities and provide links to sites of
other companies through their own site, provided that any web sites, links,
graphics, text and html, in whole or in part, obtained through your Affiliate
relationship with us shall be used only for promoting our Affiliate Program;
likewise we shall be permitted to contract with other Affiliates.
COMMISSION
PAYMENTS
Your
Commission payments are paid according to the schedule listed on Shopeastwest.com. We
reserve the right to change the Commission rates at any time, and without prior
notice. Commissions are paid every 15th & 1st by Wire Transfer,
or Paypal. You are only eligible to earn Commissions on sales occurring during
the term of this agreement. You agree that it is your responsibility to maintain
in our back office system accurate and up to date records of your banking and/or
payment information.
SPAM
Any form of SPAM used in
connection with the marketing of our Affiliate Program will result in your
Affiliate account being terminated immediately, and any and all Commissions will
be forfeit. You agree that you are aware that we have a zero policy on SPAM, and
SPAM complaints we receive are taken seriously. You therefore agree not to
engage in any form of SPAM to market our Affiliate Program.
INDEMNITY
You shall defend, indemnify,
and hold Shopeastwest.com, their directors, officers, employees,
and representatives harmless from and against any and all liabilities, losses,
damages, and costs, including reasonable attorney's fees, resulting from,
arising out of, or in any way connected with (a) any breach by you of any
warranty, representation, or agreement contained in this Agreement, (b) the
performance of your duties and obligations under this Agreement, (c) your
negligence or (d) any injury caused directly or indirectly by your negligent or
intentional acts or omissions, or the unauthorized use of our content or this
Affiliate Program.
WARRANTIES AND
DISCLAIMERS
Except as set forth in this agreement, we make no warranties of
any kind to any person with respect to this Affiliate Program, this includes the
Affiliate Program availability or lack there of, or any data or materials
supplied thereby, whether express or implied, including any implied warranties
of merchantability or fitness for a particular purpose or non-infringement.
Furthermore, we make no representation that the operation of any of our computer
systems will be uninterrupted, or error-free, and will not be liable for the
consequences of any interruptions or errors, therefore you accept that our
computer systems, products, and services are provided on an "as is" basis.
GOOD FAITH
You agree that you will not
knowingly benefit from known or suspected traffic not generated using accepted
marketing practices, this obligation remains regardless whether or not it causes Shopeastwest.com or
the Affiliate Program harm. You agree that should fraudulent activity arise,
which includes but is not limited to false traffic, or clicks, and false or
fraudulent sales, we retain the right to refuse payment of Commission in such
circumstances, and/or to retract any Commission already paid. Our decision in
this regard will be final, and no correspondence will be entered into.
LIMITATION AND EXCLUSION OF
LIABILITY
Shopeastwest.com shall not be liable to You, or any other
third party, and shall be held harmless for any loss, cost, damage or expense
incurred in connection with the promotion, marketing and advertising of our
products and services. In no event shall we be liable for any indirect,
incidental, consequential, special or exemplary damages, including without
limitation, loss of profits or loss of business opportunity, even if such
damages are foreseeable and whether or not we had been advised of the
possibility thereof. Our maximum aggregate liability shall not exceed the total
outstanding Commission fees payable to you under to this Agreement.
CONFIDENTIALITY
You agree to keep in confidence all materials connected to the
Affiliate Program, this includes but is not limited to your Commission payments,
the working practices of, and documents relating to, the operation of this
Affiliate Program, as well as the operations of Shopeastwest.com. This
Clause survives termination, completion, expiry or repudiation of this Agreement
WAIVER
A waiver by any party of any
term or condition of this Agreement shall not be deemed or construed to be a
waiver of such term or condition for the future or any subsequent breach
thereof. All remedies, rights, undertakings, obligations and provisions in this
Agreement shall be cumulative and none of them shall be in limitation of any
other remedy, right, undertaking, obligation or provision in respect of either
party.
ENTIRE
AGREEMENT
This Agreement replaces, supersedes and cancels all previous
arrangements, understandings or Agreements between the parties either oral or
written with respect to the subject matter of this Agreement and expresses and
constitutes the entire Agreement between the parties (save that this Clause
shall not exclude any liability for fraudulent misrepresentation). |
