SALES OPERATOR AFFILIATE AGREEMENT
This Agreement contains the complete terms and conditions that apply to your participation as a Sales Affiliate (aka Swiss Sales Operator) of Swiss Health & Wellness, LLC. Marketing Program and the establishment of hypertext links from your Website or any other means, to include email communications and/or software applications to www.swisscannalife.com for the purpose of you earning Referral Fees or Commissions from Qualifying Purchases made by third parties who have navigated to our website www.swisscannalife.com via said hypertext links.
As used in this Agreement, “we”, “us”, “Swiss Health & Wellness LLC.” or “Swisscannalife.com” means Swiss Health & Wellness LLC., and “you”, “your” or “Sales Affiliate” means the Sales Affiliate or Swiss Sales Operator (SSO). “Website” individually and collectively means your website and/or e-mail communications and/or software applications. Swiss Health & Wellness, LLC. by which participating entities place links on their website that connect to the www.swisscannalife.com website and/or e-mail communications and/or software applications for which a referral fee is earned.
The terms “Qualifying Purchase”, “Purchase”, “Sale” or “Sales Affiliate sale” used in this Agreement mean a Swisscannalife.com paid purchase by users during a visit to swisscannalife.com following navigation to the designated URL on swisscannalife.com through a hypertext link from you under this Sales Affiliate Marketing Program.
“Net Proceeds” will mean the gross proceeds received by swisscannalife.com from Qualifying Purchases on swisscannalife.com, less costs and expenses attributable to taxes, shipping and handling, fraud and bad debts (e.g. chargebacks and returns).
The terms “Referral Fee” or “Commission” used in this Agreement mean moneys duly earned by, payable to, or previously paid to the Sales Affiliate in regard to the aggregate Net Proceeds received from Qualifying Purchases made at swisscannalife.com under the terms of this Agreement, and acknowledged as such by Swisscannalife.com at its sole discretion.“$”, “dollar” or “dollars” mean US Dollars.
- Term of the Agreement
The term of this Agreement (the “Term”) will begin upon our acceptance of your application to enroll your site in the swisscannalife.com Sales Affiliate Program, such application signifying your acceptance of this Agreement. The term shall be for a period of one (1) year from said acceptance, and shall automatically renew for successive one (1) year terms unless either Party gives thirty (30) days’ written notice to the other that it intends not to renew the Agreement at the end of the current term.
Swiss Health & Wellness, LLC. makes available to you or you will create, subject to our approval, a textual link in order to link to swisscannlife.com. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the swisscannalife.com website designated by us via a special tagged link format. You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
- Non-Compliance Actions
This Agreement will be terminated without notice if, in its sole discretion, Swiss Health & Wellness, LLC. determines that the Sales Affiliate has breached any or all of the following explicitly prohibited actions. THE SALES AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.
Click Fraud: Sales Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to Swisscannalife.com and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.
Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.
Email Delivery: Sales Affiliate ensures that each email is sent in accordance with all applicable laws, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act of 2003”) and acts amendatory thereto, provided that Company shall not be liable or responsible for any issues arising from the List or the manner in which it was collected. Company ensures that: (i) the List is scrubbed against any “do not email” lists that may be applicable to any Campaign; and (ii) each email includes the following: a valid unsubscribe link and physical postal address for Company and the advertiser whose product is being advertised, and identification of the email as a commercial email. Company’s unsubscribe link shall link to a web page (the “Unsubscribe Page”) which will enable the Consumers to unsubscribe from a Brand in a commercially reasonable manner. Company will also provide a separate link enabling Consumers to unsubscribe from Company’s list.
Offline Delivery: Sales Affiliate Shall perform any and all required hygiene processing upon the data and shall remove any persons whose number matches the latest National Do Not Call Registry, the Direct Marketing Association’s National Do Not Call List, the FTC List of Wireless Domains or any applicable State National Do Not Call List or Registry.
Text Message Delivery: Sales Affiliate expressly acknowledge and agree that SMS, Smart Messaging EMS, MMS and all other types of text message marketing are included in this agreement and must be compliant.
Own Purchases: Sales Affiliate shall use their own Sales Affiliate link in order to receive commissions on their own purchases.
Solicitations: Sales Affiliate shall not solicit other Swiss Health & Wellness LLC Sales Affiliates to sell any other goods or services.
- Referral Fees
Swiss Health & Wellness, LLC. will pay you a Referral Fee or Commission equal to a minimum of 40% of the aggregate Net proceeds received from Qualifying Purchases, minus taxes and shipping fees made at swisscannlife.com. Swiss Health & Wellness, LLC. shall track users who access swisscannalife.com from the Sales Affiliate’s website via a Sales Affiliate link with a cookie containing the Sales Affiliate’s identification, and that expires in 180 days following said visit. The cookie containing the Sales Affiliate identification will be replaced with the cookie of another Sales Affiliate if the user subsequently accesses Swisscannalife.com from the link of the other Sales Affiliate. A Qualifying Purchase made prior to the expiration of the cookie will be attributed to the Sales Affiliate link provider whose Sales Affiliate identification is recorded in the cookie associated with that website user.
You are only eligible to earn a Referral Fee or Commission on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Your referral commission will be paid out as long as it is over $100 or it will carry over to the next payment period. It is your responsibility to provide banking information so we can complete your referral payment. If we owe you a referral fee we will reach out to you by phone and email in an effort to contact you for payment information. If we do not hear back from you within 90 days we have the right to forfeit your earnings. Please update your banking information in your back-office dashboard.
Payments here-under will be in accordance with reports made available on the swisscannalife.com website of Qualifying Purchase for which Referral Fees or Commissions are payable.
Referral fees or Commission will be paid on the 10th of each month. If this date falls on a weekend day, the commission will be paid the Monday following. If during any calendar month Referral Fees or Commissions do not exceed one-hundred-dollars ($100.00), then you may not receive payments until the following calendar month during which your aggregate payments equal or exceed said amount or until the termination of this agreement, whichever occurs earlier. No payment will be made to Sales Affiliate for sales that result in refunds or returns and, at its own discretion; Swiss Health & Wellness, LLC. shall withhold payment for at least 30 days’ time to ensure against cancellations or refunds.
Payments shall be made in US Dollars via direct deposit as nominated by the Sales Affiliate in the name of the party and address provided by Sales Affiliate. Sales Affiliate shall be responsible for all taxes associated with the receipt of any payments.
- Representations and Warranties; Limitation of Liability
Each of us hereby represents and warrants that:
- It has full power and authority to enter into this Agreement and to perform its obligations here-under;
- It has obtained all permits, licenses, and approvals required for its performance under this Agreement;
- The services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
Swiss Health & Wellness, LLC. will remain solely responsible for the operation of the Swisscannalife.com website. Should you have your own website you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT SWISSCANNALIFE.COM MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER SWISS HEALTH & WELLNESS, LLC. NOR SALES AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. SWISS HEALTH & WELLNESS, LLC.’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT WILL NOT EXCEED THE AMOUNTS PAYABLE TO SALES AFFILIATE HEREUNDER.
- Fulfillment and Policy
Swiss Health & Wellness, LLC. will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Sales Affiliate Marketing Program will be deemed customers of Swiss Health & Wellness, LLC. To protect the privacy of Swiss Health & Wellness, LLC’S customers, all information about customers and users collected by Swiss Health & Wellness, LLC. shall be owned solely and exclusively by Swiss Health & Wellness, LLC. All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.
- Intellectual Property Rights
Swiss Health & Wellness, LLC. hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Swiss Health & Wellness, LLC’s trade names, logos, trademarks and service marks (the “swisscannalife.com Marks”) on your website and/or e-mail communications and/or software applications solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the swisscannalife.com Marks will be subject to Swiss Health & Wellness, LLC. prior written approval.
You hereby grant to Swiss Health & Wellness, LLC. during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks (the “Sales Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Sales Affiliate Marks will be subject to your prior written approval.
Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.
We agree to indemnify, defend and hold harmless you and your Sales Affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site. You agree to indemnify, defend and hold harmless us and our Sales Affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.
- General Provisions
- You and we will each monitor and periodically test the general availability and operation of our respective Websites and/or e-mail communications and/or software applications.
- You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
iii. In its performance of this Agreement and in the operation each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
- Neither you nor we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
- You may not assign this Agreement, in whole or in part, 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.
- The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
vii. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
viii. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
Termination without Cause: Swiss Health & Wellness, LLC. may modify or terminate this Agreement without cause. Please note that Swiss Health & Wellness, LLC. reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in herein, by posting a new agreement on the Swisscannalife.com website.
Termination for Cause: Swiss Health & Wellness, LLC. may terminate this Agreement without notice if in its sole discretion it determines that Sales Affiliate has breached the terms and conditions of this Agreement. SALES AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE.
The Sales Affiliate may terminate this Agreement, at any time, with or without cause, by giving at least seven days (7) days written notice of termination to Swiss Health & Wellness, LLC.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, United States. Any action to arising here-under will be brought in the federal or state courts, located in the Commonwealth of Massachusetts.
- Service of Notices
Any notices under this agreement will be given in writing. Notices may be given by electronic mail to support@Swisscannalife.com