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Affiliate Program Terms & Conditions

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VITAL FORMULATIONS, INC.   BY SUBMITTING YOUR APPLICATION FOR OUR AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

This Agreement contains the complete terms and Conditions that apply to your participation in the Dr. Hansen’s Vital Formulations.com Affiliate Program (hereafter referred to as “our Affiliate Program”). As used in this Agreement, "we" means Vital Formulations, Inc., and "you" means the applicant. "Site" refers to VitalFormuations.com (www.VitalFormulations.com) as well as YourVitalHealth.com ( www.YourVitalHealth.com), which are one and the same site, as well as to any site that you will link to our site and which you identify in your Program application to be your linking web site.

Enrollment in our Affiliate Program
To begin the enrollment process, you must Register as an Affiliate and submit a completed online Affiliate Program application. We will evaluate your application in good faith and will notify you by email as to whether your application has been accepted or declined. We may decline your application if we determine (in our sole discretion) that your site is unsuitable for our Affiliate Program. Unsuitable sites include those that:

·          promote sexually explicit materials

·          promote violence

·          promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

·          promote illegal activities

·          otherwise violate intellectual property rights

·          Engages in Unsolicited Bulk Emailing (also known as spam).

By participating in our Affiliate Program you agree that you will not engage in any such activities. If we decline your application, you are welcome to reapply to our Affiliate Program at any time after you can demonstrate that your web site complies with the guidelines listed above. You should also note that if we accept your application and later determine (in our sole discretion) your site to be unsuitable for our Affiliate Program, we may terminate this Agreement.

Links on Your Site
After your site has been accepted into our Affiliate Program, we will provide you with several links to choose from and add to your site. Below are some examples: (NOTE: Do NOT use the specific links below for your site, we will provide you with the proper Special Links later)

1. Shop Online Link: You may provide a link to our Product ordering page at http://urvitalhealth.com/store/home.php

2. General Link to YourVitalHealth.com Home Page: You may provide a general link on your site to our home page at http://www.YourVitalHealth.com.

3. Affiliate Landing Page:   You may provide a link to a specialized landing page, hosted by us, that provides customized copy that introduces the YourVitalHealth website.

We will provide you with guidelines, sample copy and graphical artwork to use in linking to our pages. To permit accurate referral fee tracking and reporting, we will provide you with special html codes to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link codes. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link codes are referred to as "Special Links." You will earn commissions only with respect to activity on our site occurring directly through these Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you.

You acknowledge that, by participating in our Affiliates Program and placing any of the above links within your site, Vital Formulations may receive information from or about visitors to your site. Your participation in our Affiliate Program constitutes your specific and unconditional consent and authorization for Vital Formulations’ use of such information, consistent with the policies and procedures set forth in Vital Formulations Privacy Notice.

In addition, you acknowledge that we may monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.).

Further, you agree that you will; (a) not sell, redistribute, sublicense or transfer any Vital Formulation content; and (b) promptly delete any content that is no longer displayed on the VitalFormulations.com or YourVitalHealth.com site or that we notify you is no longer available for your use.

Order Processing, Fulfillment, Reporting
We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

Commissions
We will pay you commissions for Product sales made on our Site that originated from a customer that came to our site through a Special Link from your site. In order to be eligible for a commission, your customers must create their customer profile, and add their Product(s) to his or her shopping cart in a single session. In addition, we will pay you a commission for all subsequent Product purchases made when any of your customers return and make Products purchases through the Special Links from your site to our Site. We will only pay commissions on such Products after order, payment and shipping have occurred.

We will not pay commissions on any Products that are purchased with a promotional or discount code. In addition, commissions will not be paid for sales to existing customer profiles, including those with a previously established referral relationship with another affiliate. Certain Products which have specific celebrity endorsement may also be excluded from the payment of commissions.

In addition, you may not: (a) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (b) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (c) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert commissions from, any web site that participates in our Affiliate Program; or (d) seek to purchase or register any keywords, search terms or other identifiers that include the words "Vital Formulation" or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any commissions otherwise payable to you under this Agreement and/or terminate this Agreement.

Commission Schedule
You will earn commissions based on Qualifying Revenues according to referral fee schedules to be established by us from time to time. "Qualifying Revenues" are revenues derived by us from sales of our Products, excluding shipping charges.

For Qualifying Products sold to customer profiles created through Special Links on your site or through Affiliate Calls, you will earn (subject to the other terms of the Agreement) commissions as follows:

15% of Qualifying Revenues for each purchase order that results from following a Special Link to YourVitalHealth.com.

5% of Qualifying Revenues from each subsequent order purchased by a customer profile created following a Special Link to YourVitalHealth.com or resulting from an Affiliate Call.

Commission Payment
We will pay you commissions on a monthly basis. Approximately 30 days following the end of each month, we will either (a) send you a check for the commissions earned, or (b) send you a gift certificate good for purchase of Products through our site, subject to our standard terms or conditions. We will accrue and withhold commissions until the total amount due is at least $25.00. In addition, the gift certificate amount will be 110% of the referral fee determined in the above section.

Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Vital Formulations. Accordingly, all Vital Formulations, Inc. rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Limited License
We grant you a nonexclusive, revocable right to use the Your Vital Health banner images and text and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. This includes:

·          the technical operation of your site and all related equipment

·          creating and posting Product descriptions on your site and linking those descriptions to our catalog

·          the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)

·          ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

·          ensuring that materials posted on your site are not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Vital Formulations’ trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with our Affiliate Program. You are eligible to earn commissions only on our sales of Products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, commission fee schedules, payment procedures, and Program rules.

Relationship of Parties
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.

Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or our Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and our Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to our Affiliate Program or any products sold through our Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Maricopa County, Arizona, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Washington (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Arizona , without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of 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.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VITAL FORMULATIONS, INC.   BY SUBMITTING YOUR APPLICATION FOR OUR AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.