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Make Me Heal Partner Program Terms & Conditions

This Agreement (“Agreement”) constitutes the binding and complete agreement between you and Make Me Heal Inc. (“Make Me Heal”) in connection with the Make Me Heal Partner Program (“Program”). As used in this Agreement, “we”, “us”, “our”, “our website”, “Makemeheal.com”, and “Make Me Heal Site” means Make Me Heal, and “you”, your”, and “yours” means the applicant party.

Enrollment In Our Program

You may submit a completed Make Me Heal Partner Program application to begin the application process. Your submission of an application implies full acceptance of the terms and conditions set forth in this Agreement. After we review your application, we will notify you of its acceptance or rejection. We may reject your application, in our sole discretion, if we feel that your site is unsuitable for the Program or inconsistent with the mission of Make Me Heal. An unsuitable site may include, without limitation, explicit, vulgar or obscene language, posting or referencing of sexually explicit images or other offensive content, promotion of adult and pornographic services, such as phone sex or escort services, racial, ethnic, political, hate-mongering or otherwise objectionable content, gratuitous violence or profanity, promotion of illegal substances or activities, and any illegal activity whatsoever.

If we accept your application, we will assign you a "Partner Identification Number" which will be used to track all of your commissions earned from sales that you have referred.

Link To Our Site & Content

Once you are accepted into the Program as a Partner, we will provide you with links, and/or graphic/textual content, and/or pages with graphics, text, and links using special URLs used in the Program (the “Links”). You may display the Links as often and in as many areas on your website as you like in accordance to the requirements specified in this Agreement. The Links will identify your website as a member of the Partner Program and will contain your Partner Identification Number.

Order Processing

We will be responsible for all aspects of the order processing and fulfillment, including, without limitation, credit card and payment validation, billing, shipping, returns/exchanges, cancellations, and any customer service needs associated with customers who link from your website to the Makemeheal.com site. We will track sales made to customers who purchase products through a link from your website to our website. and who have been referred by you. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.

Referral Commissions

We will track sales made to customers who purchase products through a Link from your website to our website. We will pay you referral commissions on these sales when full payment has been received. You will have real-time access to a private account where you can view daily reports of your sale referrals, including an itemization of every sale you generated by referral and the commission amount due to you for each such referred sale.

Commission Schedule

You will earn referral commissions based on the “net price” of products after the cost of the product and any related handling fees are subtracted from the retail price of the product. The commission structures are established by us and may change, at our sole discretion, from time to time. The current commission structure is as follows:

Lead Commission: Whenever a new visitor has been referred from your site to us through Links and has made a purchase on our site, you will receive 20% of the net sales from such customer’s order.

Sub-Sale Commission: Sub-sale commissions are essentially commissions earned from repeat customers. For a period of 30 days following the lead sale from a customer referred from your website to us, when this same customer who has been referred from your site returns to our site and makes a purchase, you will receive 10% of the net sales from such customer’s order. A cookie that is installed in the customer’s computer will remain active for 30 days, unless the customer removes the cookie on his/her own. We may change the length of the cookie from time to time, at our sole discretion.

Commission Payment

We will pay you referral commissions on a monthly basis provided that your account has reached the minimum payment threshold that you selected in your Make Me Heal Partner Application. Accounts with a balance of less than the payment threshold will roll over to the next month. Due to our return policy enabling customers to return products after their purchase for a period that is typically 30 days, there will be a 1-month lag in payments. For example, you will be paid on November 1 for all referred sales made during the month of September. Approximately 30 days following the end of each calendar month, we will send you a check for the referral commissions earned. However, if the referral commissions payable to you for any calendar month are less than the payment threshold that you selected during the application process, we will hold those referral fees until the total amount due is at least equal to the payment threshold or, if earlier, until this Agreement is terminated. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next payment. If there is no subsequent commission payment due to you, we will send you a bill for the referral fee from the customer who has returned a product. You agree to promptly pay back the excess payment upon notification by us.

Payment Options

Commission payments shall be made in the form of a check payable to the individual or entity specified in your application.

Product Pricing, Availability & Information

Our product prices, availabilities, and information change from time to time. We cannot guarantee the product prices, availabilities, and information that are displayed on your website, and customers shall be bound by the prices, product availabilities and information that are displayed on the Makemeheal.com website.

Term of Agreement

The term of this Agreement (“Term”) shall begin upon our acceptance of your application and will end when terminated by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you must immediately cease use of, and remove from your site, all links to our site, and all Make Me Heal trademarks, copyrighted material, logos, intellectual property, graphics, text, and all other materials provided by or on behalf of us to you in connection with the Partner Program during the Term. You will only qualify to earn referral commissions on referred sales occurring during the Term, and referral commissions earned through the termination date will be payable to you only if the related orders are not canceled or returned. In the event that an excess payment is made by us to you, you agree to promptly pay back the excess payment upon notification by us. We reserve the right to retain your final payment for a reasonable period of time to ensure that the correct amount is paid.

Limited License

During the Term, we grant you a nonexclusive, nontransferable, revocable right to use the Link(s) and any graphical and textual content that we provide in accordance with the terms of this Agreement and solely for the purpose of identifying your site as a participant in the Program and for the purpose of generating referred sales in connection with the Program. You may not modify or change the Links or any graphical or textual content in any way. We may revoke your license at any time by giving you written notice.

Independent Contractors & Identification Of Relationship

Make Me Heal and you 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 expressly agree not to make any statement, whether on your site or otherwise, that would reasonably contradict anything in this Agreement.

You may identify you or your Site as a participant in the Program without providing us prior notice. We may identify you or your Site as a participant in the Program without providing you prior notice. Such identification may be oral, written, or electronic.

Representation and Warranties

You hereby represent and warrant to us as follows:
1. This Agreement has been duly and validly executed and agreed to by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity. You are solely responsible for the development, operation, and maintenance of your site.
3. You guarantee that all content, products, and services on your web site are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
4. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
5. You will comply with all applicable local, state and federal laws, statutes, orders, ordinances and regulations relating to the performance of the Program.
6. You are an adult of at least 18 years of age.

Disclaimers

We make no express or implied warranties or representations with respect to the Make Me Heal or the Make Me Heal Partner Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of Make Me Heal or our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. This statement expressly includes any reimbursement for losses of income due to disruption of service by Make Me Heal or its upstream providers.

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 the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Indemnification

You agree to indemnify and hold Make Me Heal, its owners, directors, officers, employees, subsidiaries, affiliates, partners, employees, contractors, licensors, suppliers, agents, and content providers, harmless from and against any claims, demands, actions, liabilities and settlements, including, but not limited to, legal, attorney, administrative, accounting, and other fees, resulting from, or in any way involving, without limitation, your breach of the Agreement, o your misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein.

Any legal action taken by an advertiser, agency, client, person, or entity against Make Me Heal for actions of you (the Partner) that violate these terms and conditions, you accept that Make Me Heal will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that Make Me Heal is not liable for your actions, and you will bear all costs (legal or otherwise) that Make Me Heal incurs if Make Me Heal is sued by advertiser, client, agency, person, or entity.

Modification

We may modify any of the terms and conditions of this Agreement at any time. Modifications may include, for example, changes in the percentage of commission for lead sales and sub-sales, payment schedules, payment procedures and Program rules. You will be notified by email and/or a change notice may be posted on our website. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Program following our posting of a change notice will constitute your binding acceptance of the change(s) to this Agreement.

Confidentiality

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Program Agreement made specifically for your site and not generally available to other members of the Program, website, business and financial information, customer and vendor lists and pricing and sales information for Make Me Heal and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

Governing Law & Venue

This Agreement will be governed by the laws of the United States and the State of California, county of Los Angeles 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 Los Angeles, California, and you irrevocably consent to the jurisdiction of such courts. You expressly agree that the sole and exclusive venue for any dispute with or claim involving Make Me Heal, its owners, directors, officers, employees, subsidiaries, affiliates, partners, employees, contractors, licensors, suppliers, agents, and content providers shall reside in the courts of the State of California, County of Los Angeles. 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 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 a provision or any other provision of this Agreement.

Legality

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired thereby and the remaining provisions of the Agreement shall remain in full force and effect. Nothing contained in the Agreement appearing herein shall be construed to require the commission of any act contrary to law. Whenever there is any conflict between any provision of the Agreement and any material law, contrary to which Make Me Heal and you have no legal right to contract, the latter shall prevail, but in such event the provisions of the Agreement affected shall be curtailed and restricted only to the extent necessary to bring them within such legal requirements, and only during the time such conflict exists.

Thank you for being a part of Make Me Heal.