These Terms of Use form a legal contract between Premilife.com LTD, a private company (the “Company”) its successors and assigns, and you (the “Marketing Partner” or “You”). In order to participate in the Premilife Distributor Program (as defined below) it is compulsory to agree the following terms and conditions by checking the box and pressing the “Sign Up now” button, meaning that you understand and accept all these Terms of Use as a binding contract. The Company may modify and/or replace these Terms of Use at any time by posting a modification note or new Terms of Use on Premilife Site, as defined below. If Marketing Partner does not agree to any term herewith or to any future modification, its exclusive remedy is not pressing the “Sign Up now” button or canceling the participation in the Premilife Distributor Program (as defined below). Continuing to participate in the Premilife Distributor Program after its modification or replacement shall be deemed as an acceptance of and agreement to the modifications and/or new terms.
1. GENERAL TERMS AND DEFINITIONS:
1.1. Headings are for ease of reference only and shall not affect the interpretation of these Terms of Use.
1.2. The Company and/or third parties may have provided Marketing Partner with a translation of these Terms of Use. However, in the event of discrepancies between different versions, the English version found on premilife.com shall prevail over any other version.
1.3. In these Terms of Use, any reference to an individual person shall include body corporate, unincorporated associations, partnerships and individuals.
1.4. These Terms of Use cover the relationship between the Company and Marketing Partner. Where Marketing Partner gives instructions to the Company on behalf of a Client (as defined below), the particular terms and conditions found on premilife.com shall apply and, in event of conflict, prevails over these Terms of Use.
1.5. Unless otherwise required or expressly stipulated, the following expressions will have in these Terms of Use the following meanings:
1.5.1. “Premilife Site” means the Internet site of Premilife with the internet address: premilife.com
1.5.2. “Premilife Platform” means the system used for the electronic trading, accessible through the Premilife Site. Payment system is PayPal and/or any other payment system/s to be designated for this purpose by the Company from time to time.
1.5.3. “Item/s” means any homeopathic product and/or treatment e-traded and/or sold and/or provided through Premilife Platform.
1.5.4. “Client” means any person or business company purchasing Item/s through the Premilife Platform.
1.5.5. “Premilife’s Distributor Program” – the affiliation program for the promotion, marketing and sale of Items through Premilife Platform, as described in the Premilife Site, and which is subject to these Terms of Use.
1.5.6. “Distributor” means any person or business that sells Items through the Premilife Platform and is shown on the Premilife Distributor Program as Distributor.
1.5.7. “Distributor site” means the Internet site of the Distributor as it is shown on the Premilife Distributor Program.
1.5.8. “Link” means the Internet URL generated only through the Premilife Platform in the Distributor Account that will connect the description on the Distributor site to the corresponding Item category on the Premilife Platform.
1.5.9. “Chargeback” means an amount of money:
1.5.9.1. Which has been deemed to have been refunded by or returned by Premilife to a Client based on a Link which has been voided, retracted, subject to returns; or
1.5.9.2. Which its payment order and/or instruction and/or instrument has been reversed due to fraud, or otherwise rescinded for any reason; or
1.5.9.3. Which has been retrieved from, reserved against and/or charged against Company’s accounts under the terms of any applicable credit card Distributor account agreements or because of government actions including but not limited to embargo, court order, reclamation.
2. SUBJECT MATTER OF THE PREMILIFE’S DISTRIBUTOR PROGRAM
2.1. The Company sells homeopathic products and services (the Items) through Premilife Site using the Premilife Platform.
2.2. The Premilife’s Distributor Program is a special marketing program that facilitates the Distributors to participate for promoting the sale of the Items and their reputation. The Company shall pay its distributors a commission for sale of Items, according to these Terms of Use.
2.3. A Distributor shall market the Items to Clients and potential Clients, encouraging them to purchase the Items through the Premilife Platform.
2.4. These Term of Use cover Marketing Partner’s right to market the Items by implementing on a proprietary website run by Marketing Partner Links to the Premilife Platform.
2.5. In order to join the Premilife’s Distributor Program, the Marketing Partner must fill the application form accessible on the Premilife Site and accept these Terms of Use. After receiving the application, the Company will analyze the application and decide, according to its sole discretion, whether to approve it or not. Company reserves the right to reject any application without requirement for any reasoning. Company may ask the Marketing Partner for further details and information. If the Company approves the application, it will allocate an ID to the Marketing Partner (a unique identification number in the Premilife Distributor Program) and shall communicate to the Marketing Partner via e-mail to the e-mail address provided by the Marketing Partner in the login data of his account. The Marketing Partner may access his account through the Premilife Site using his username and password.
2.6. Only after receiving the approval from the Company, the Marketing Partner may promote on his site (Distributor Site) the Items and has the right to receive the related commission. The Distributor shall promote the Items approved only by use and maintenance of links generated in his Premilife account.
2.7. The Company reserves the right to cancel the affiliation with the Marketing Partner at any time for any or no reason.
2.8. Without derogating of the aforementioned, in case the application of the Marketing Partner is approved and the Marketing Partner’s site is subsequently declared by the Company’ according to its sole discretion, as unacceptable for the Premilife Distributor Program, the Company reserves the right to cancel the participation of the site in the Premilife’s Distributor Program.
2.9. Marketing Partner whom affiliation has been cancelled subsequent to its subscription is not allowed to file another application for the admission in the Premilife’s Distributor Program.
2.10. By approving Marketing Partner’s application, Company grants Marketing Partner the non-exclusive, non-transferable right to market the Items by directing Clients and potential Clients to purchase the Items through the Premilife Platform.
2.11. Once approved by the Company, Marketing Partner agrees to actively market the Items towards potential Clients.
2.12. Marketing may post in its site a short description or other references, as well as images, graphic representations or texts for promoting the chosen and approved Items. The Marketing Partner shall bear the exclusive liability for the content, appearance or placement of this information. The Marketing Partner shall display on his site the Link generated through his account in the Premilife Platform. The Distributors are not allowed to use automatic techniques to obtain these Links. Distributor trying to use such techniques shall be rejected from the Premilife’s Distributor Program and any of the commissions due to him shall be cancelled. Only the links provided by Premilife.com in the Marketing Partner account can be used for promoting the Items approved on the Premilife Platform.
2.13. The Marketing Partner shall not make any official report or public comment in connection with this Premilife’s Distributor Program or with his participation in the Premilife Distributor Program, without prior written consent from the Company. The Marketing Partner may send an e-mail to the Company in order to get a written consent.
2.14. IT IS FORBIDDEN for the Distributor to:
2.14.1. Use non-requested email (spam), pop-ups, pop-under, exit pages as well as any other techniques obviously or secretly driving Clients to the Premilife Platform;
2.14.2. Replace, intercept, interfere with, hinder, disrupt or otherwise alter a Client access, view or usage of Distributor site, a Link or a vendor web site, including without limitation any click-through or track-based transaction;
2.14.3. Advertise the Items employing cookie stuffing techniques including, but not limited to, pop-ups, frames, images, Javascript or stylesheets;
2.14.4. Place Links in any manner which may (intentionally or unintentionally) mislead any Client;
2.14.5. Cause any use of a Link in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects;
2.14.6. Use automatic redirection to other websites or any automatically method for saving a cookie of the Marketing Partner;
2.14.7. Use outbound / unsolicited calling techniques, can only promote / sell services through inbound calls;
2.14.8. Promote the Items through scare-ware sales tactics.
2.14.9. Use any tactics and/or methods and/or sites that:
2.14.9.1. Promote material with explicit sexual content.
2.14.9.2. Promote violence.
2.14.9.3. Promote race, sex, gender, religion, nationality, physical disability, sexual orientation or age discrimination.
2.14.9.4. Promote illegal activities.
2.14.9.5. Contain materials infringing or supporting third parties to infringe copyrights, mark or other forms of intellectual property or the applicable laws.
2.14.9.6. Include “Premilife.com” or their derivations or typing errors in the domain name.
2.14.9.7. Are in any way illegal, damaging, libelous, obscene, aggressive, racist or not corresponding to our principles.
3. MARKETING PARTNER’S DECLARATIONS AND OBLIGATIONS. Marketing Partner hereby undertakes to:
3.1. Comply in all aspects with all applicable laws, regulations and approvals.
3.2. Conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill favor to the Company.
3.3. Fully comply with and act in accordance to these terms of Use, as may be amended from time to time and other policies of the Company relating to the trading services and marketing of the Company.
3.4. Ensure that all promotional material is of a type and character, and is disseminated in a manner, that will not cause disrepute or harm to the Company and comply with all applicable laws and regulations, including without limitation relating to anti-span laws and regulations. Immediately upon notice from the Company that, in the Company’s opinion, any promotional material (content or method of use) does not comply with this standard, Marketing Partner will cease use of such materials or manner of use.
3.5. Comply with all reasonable instructions received from the Company regarding the content, nature and location of any campaigns or materials.
3.6. Not to use the name of the Company in any promotional materials or otherwise, without obtaining the prior written approval of the Company and not to distribute any such promotional materials in any manner or forum which may be offensive.
3.7. Not to distribute or use any promotional material that: (a) is likely to deceive the public; (b) contains any material misstatement of fact or a statement that such person knows omits a fact, if such omission makes the promotional material misleading; (c) mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss; (d) includes a measurement or description of or makes any reference to hypothetical results which could have been achieved had a particular trading system been employed in the past unless accompanied by the statement identified below; (e) includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results; or (f) includes any specific numerical or statistic information about the past performance of any actual accounts (including rate of return) unless such information is and can be demonstrated to be representative of the actual performance for the same time period of all reasonably comparable accounts.
3.8. Not to amend any of the trading conditions and/or the terms of use set out in the Premilife Site without prior written approval from the Company. In case such amendment is approved by the Company, Marketing Partner shall be responsible to notify any relevant Client.
3.9. To provide The Company with copies of and summaries of pending any claims or litigation with or without connection to these Terms of Use within 5 days of having received notice of such. Marketing Partner represents and warrants as follows:
3.10. Nothing in any applicable law and/or agreement prevents him of entering these Terms of Use and/or of becoming a Distributor.
3.11. All of Marketing Partner’s employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby.
3.12. Marketing Partner has power to enter into and perform these Terms of Use according to its terms and will, upon request, produce to the Company such board resolutions, partnership agreements or other documentation that the Company may reasonably request.
3.13. The Marketing Partner agrees to have analyzed and approved the Premilife Distributor Program and that the Company offers no guarantee of any kind.
4. THE COMPANY’S OBLIGATIONS
4.1. The Company shall provide Marketing Partner access to reports on the Premilife Site detailing relevant information to the Marketing Partner with regards to Clients related to it.
4.2. The Company shall timely pay the Commission/value as detailed in Section 5 herein.
4.3. The Company represents and warrants that it has the power to enter into and perform these Terms of Use according to their terms.
5. COMMISSIONS AND PAYMENT METHODS
5.1. The Company shall pay the Marketing Partner a commission:
Premilife Distributor – Receives 10% commission on each referred successful purchase, for every Completed Sale (as defined below) generated by the Marketing Partner (the “Commission”).
The Company reserves the right to change the Commission amount at any time.
5.2. Once a Client accesses the Premilife Platform on the basis of a Link on the Marketing Partner’s site containing the Marketing Partner ID, the Company preserves the respective ID. Should the Client place an order at Premilife Platform, such order shall be registered in the Marketing Partner’s account.
5.3. The Company shall fulfill the orders placed by Clients. The Company reserves the right to reject orders for any/no reason.
5.4. In order to generate a Commission/value, all of the following conditions must be fully complied: (a) the Client shall follow the Link from the Marketing Partner’s Site; (b) the Client shall place an order for Item/s; (c) Item/s shall be delivered to Client; and (d) the full payment for the purchased Item/s shall be received by the Company. A sale complied with all of the aforementioned conditions shall be referred to as a “Completed Sale”
5.5. The Company shall pay the Commission to the Marketing Partner on a monthly basis. Within 30 days from the end of each calendar month, the Company shall pay to the Marketing Partner the Commission for Completed Sales executed within the last month. Payment shall be made by bank transfer or any other means agreed.
5.6. The Commission is in gross values and it includes all applicable taxes, duties and other charges (including bank charges). The Company shall withhold out of the Commission any amount required under any applicable law. The Commission is the full and complete for the Marketing Partner services according to these Terms of Use and/or Premilife Distributor Program.
5.7. In any event of Chargeback and/or cancelling of a sale for any other reason, the Company shall notify the Marketing Partner, and the Marketing Partner shall return the full Commission paid for such sale (“Cancelled Commission”) within 7 days of notice. Without derogating of the aforementioned, Company has the right to set-off the amount of any Cancelled Commission of any amount due by the Company to the Marketing Partner.
5.8. All costs of Marketing Partner in connection with its duties hereunder shall be borne solely by Marketing Partner and the Company shall under no circumstances participate in such costs, unless otherwise agreed in writing between the Parties.
5.9. Each payment will be due and payable in the currency elected by the Company.
5.10. The records of the Company shall be an inclusive and final evidence for the purpose of these Terms of Use, including, but not limited to, for the determination of Completed Sales, Commission and Cancelled Sales.
6. RELATIONSHIPS WITH CLIENTS
6.1. Marketing Partner should not represent itself as the Company and/or a representative of the Company, and should specify on its website (if it has any) of the nature of the relationship between Marketing Partner and the Company.
6.2. Marketing Partner will not attempt to bind the Company in any manner and shall not make any representations on the Company’s behalf. Marketing Partner shall not use any trademarks or signs of the Company without prior written consent of the Company.
6.3. Marketing Partner acknowledges that all Clients are the Company’s customers and any information about these Clients is the exclusive and sole property of the Company. Upon termination of this Agreement the Clients will remain the Company’s customers.6.4. Marketing Partner shall adhere to the Company restrictions and policies as detailed on Premilife Site. Such terms may be adjusted by the Company at its sole discretion.
6.5. The Company shall be under no obligation whatsoever to accept as a Client any person or entity in connection with the services provided by the Marketing Partner.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Marketing Partner shall not use any of the Company’s names and trademarks other than in respect of the Premilife Distributor Program.
7.2. Marketing Partner shall not apply for or obtain registration, including by but not limited to trademark and internet domain names, of any of the Company’s names and trademarks (or any trade or service mark which consists or comprises the Company’s similar word or words or logo or parts hereof) for any goods or services in any country. In case such application and/or registration was done prior to the joining of the Marketing Partner to Premilife Distributor Program, Marketing Partner shall immediately transfer all such rights to the Company on its request.
7.3. Marketing Partner Shall not dispute or challenge the validity of, or the Company’s rights to, any of the Company names and trademarks as registered or used by the Company.
7.4. Each reference by the Marketing Partner to the Company’s names and trademarks shall be in a form agreed in writing in advance by The Company.
7.5. Marketing Partner shall not do or admit others to do anything which may diminish or devalue the reputation, image or prestige of the Company or in any way impair any registration of The Company’s names and trademarks.
7.6. Marketing Partner shall comply with regulations and practices in force or used in order to safeguard The Company’s rights to the Company’s names and trademarks and Marketing Partner shall cooperate fully with the Company in protecting such rights.
7.7. Marketing Partner shall promptly notify the Company of any contest of the validity or abuse of any of the Company’s names and trademarks that Marketing Partner becomes aware of.
7.8. Marketing Partner undertakes to comply with any and all applicable intellectual property and copyright laws.
8. LIABILITY AND INDEMNIFICATIONS.
8.1. The Company does not supervise the activities of Marketing Partner and assumes no liability for any representations made by Marketing Partner. The Company and Marketing Partner are wholly separate and independent from one another.
8.2. The Marketing Partner alone shall be liable for any damage and/or expenses and/or payment suffered by the Company and/or any Client and/or any third party as a result of and/or related to any act and/or omission of the Marketing Partner, its employees, managers, owners, sub contractors and/or anyone else on its behalf.
8.3. Without derogating of the aforementioned, the Marketing Partner shall be exclusively liable for the development, operation and maintenance of his site and also for any material appearing on this site.
8.4. The Marketing Partner shall indemnify and hold harmless the Company, its directors, officers, employees, owners, sub contractors and distributors, from and against any liabilities, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever arising out of any act and/or omission of the Marketing Partner, its employees, managers, owners, sub contractors and/or anyone else on its behalf.
8.5. In no event will the company be liable to marketing partner and\or any third party for any incidental, consequential, indirect, special or punitive damages (including, without limitation, damages for loss of business, loss of profits or loss of use), whether based on contract, tort (including, without limitation, negligence) or any other cause of action relating to company’s activity or otherwise relating to these terms of use, even if either party has been informed or should have known of the possibility of such damages.
9. CONFIDENTIALITY.
9.1. Marketing Partner shall keep confidential and not disclose except for the benefit of the Company at any time during this agreement or subsequent any trade secrets, techniques, ideas, know how, plans, concepts, data, and subject matter pertaining to the Company, its Clients, or customers which Marketing Partner may use or otherwise acquire during its relationship with the Company (the “Confidential Information”).
9.2. Upon termination of the relationship between the Parties, Marketing Partner shall return to the Company any materials or data received by Marketing Partner from the Company.
10. NOTICES. Any notice required or permitted to be given under these Terms of Use shall be in writing and shall be sent by email to the following emails: To Company: premilife@gmail.com To Marketing Partner: to the e-mail address provided by the Marketing Partner in the login data of his account. Notice under this Agreement shall be deemed to be effectively given or made: On delivery to a party, if delivered personally or on the first business day at the recipient residence after sent by e-mail.
11. RELATIONSHIP OF THE PARTIES. Marketing Partner and Company are independent entities. There is no employment, joint venture or partnership relationship between the Parties nor created by these Terms of Use. Neither party shall have any right or authority to act on behalf of the other or represent that it has such right or authority unless presented in these Terms of Use or subsequent written authorization.
12. MISCELLANEOUS
12.1. These Terms of Use constitutes the entire agreement between the Parties and nullifies any and all previous agreements both oral and written between the Parties.
12.2. Failure by the Company to require strict compliance with any provision of these Terms of Use shall not constitute a waiver of the Company’s rights upon that or any other occasion.
12.3. The invalidity or unenforceability of any part of these Terms of Use shall not prejudice the validity or enforceability of any other part.
12.4. These Terms of Use are personal and is not assignable otherwise than by the Company.
12.5. Governing Law and Jurisdiction. These Terms of Use and the Premilife Distributor Program shall be governed by and construed exclusively in accordance with the laws of Israel without regard to conflict of laws. Any dispute or action or proceeding arising out of or relating to these Terms of Use and/or Premilife Distributor Program will be subject to the exclusive jurisdiction of the competent courts in Tel Aviv Jaffa, Israel.

Premilife is advised by leading legal and accounting professionals worldwide, including Greenberg Traurig LP (www.gtlaw.com).

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