Условия договора партнерской программы
These Distributor Terms and Conditions form a legal contract between Premilife.com LTD, a private company (the “Company”) its successors and assigns, and you (the “Local Distributor” or “You”). To participate in the Premilife Distributor Program (as defined below) it is compulsory that you agree to 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 and Conditions as a binding contract. The Company may modify and/or replace these Terms and Conditions at any time by posting a modification note or new Terms and Conditions on the Premilife Site, as defined below. If you do not agree to any term herewith or to any future modification, your exclusive remedy is not pressing the “Sign Up Now” button or canceling your participation in the Premilife Distributor Program. Continuing to participate in the Premilife Distributor Program after its modification or replacement shall be deemed your 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 and Conditions.
1.2. The Company and/or third parties may have supplied a Distributor with a translation of these Terms and Conditions. However, in the event of discrepancies between different versions, the English version found on www.premilife.com shall prevail over any other version.
1.3. In these Terms and Conditions, any reference to an individual person shall include a body corporate, unincorporated associations, partnerships and individuals.
1.4. These Terms and Conditions cover the relationship between the Company and Distributor. Where Distributor gives instructions to the Company on behalf of a Client (as defined below), the particular terms and conditions found on www.premilife.com shall apply and, in the event of a conflict, prevails over these Terms and Conditions.
1.5. Unless otherwise required or expressly stipulated, the following expressions will have in these Terms and Conditions the following meanings:
1.5.1. “Premilife Site” means the Internet site of Premilife with the internet address: www.premilife.com
1.5.2. “Premilife Platform” means the system through which Distributor shall place orders for treatments prepared by Premilife, that Distributor will supply to its Customers in Distributor’s local territory. Payments for such treatments will be remitted via PayPal and/or any other payment systems to be offered on the Premilife Platform from time to time.
1.5.3. “Client” means any person for whom Distributor orders Treatments through the Premilife Platform.
1.5.4. “Premilife’s Distributor Program” – the program for the promotion, marketing and sale of Treatments through Premilife Platform, as described in the Premilife Site, and which is subject to these Terms and Conditions.
1.5.5. “Distributor” means any person or business that orders Treatments through the Premilife Platform and resells such Treatments to locally-situated Clients.
1.5.6. “Distributor site” means the Internet site of the Distributor as it is shown on the Premilife Distributor Program.
1.5.7. “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.
1.5.8. “Chargeback” means an amount of money:
188.8.131.52. 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
184.108.40.206. Which its payment order and/or instruction and/or instrument has been reversed due to fraud, or otherwise rescinded for any reason; or
220.127.116.11. 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 an embargo, court order, reclamation.
“Treatments” means any homeopathic products and/or treatments supplied by Premilife to Distributor through Premilife Platform.
2. SUBJECT MATTER OF THE PREMILIFE’S DISTRIBUTOR PROGRAM
2.1. The Company sells homeopathic products and services (i.e., the Treatments) through the Premilife Site using the Premilife Platform.
2.2. The Premilife’s Distributor Program is a special program that enables distributors to participate in the promotion and the sale of the Premilife Treatments in their local territories.
2.3. A Distributor shall market the Treatments to Clients and potential Clients, encouraging them to purchase the Treatments via the Premilife Platform.
2.4. To join the Premilife’s Distributor Program, the Distributor must complete the application form accessible on the Premilife Site and accept these Terms and Conditions. After receiving the application, the Company will analyze the application and decide, in its sole discretion, whether to approve it or not. The company reserves the right to reject any application without the requirement for any reason. The company may ask the Distributor for further details and information. If the Company approves the application, it will allocate an ID to the Distributor (a unique identification number in the Premilife Distributor Program) and shall communicate to the Distributor via e-mail to the e-mail address provided by the Distributor in the login data of his account. The Distributor may access his/her/its account through the Premilife Site using his username and password.
2.5. Only after receiving the approval from the Company, the Distributor may promote on his/her/its site (Distributor Site) the Treatments.
2.6. The Company reserves the right to cancel its affiliation with the Distributor at any time for any or no reason, and terminate the Distributor’s participation in the Distributor Program. Without derogating of the aforementioned, in case the application of the Distributor is approved and the Distributor’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.
2.7. By approving Distributor’s application, Company grants Distributor the non-exclusive, non-transferable right to market the Treatments by directing Clients and potential Clients to purchase the Treatments through the Premilife Platform.
2.8. Once approved by the Company, Distributor agrees to actively market the Treatments towards potential Clients. Marketing shall be carried out by posting on the Distributor site a short description or other references of the Treatments, as well as images, graphic representations or texts for promoting the chosen and approved Treatments. The Distributor shall bear the exclusive liability for the content, appearance or placement of this information.
2.9. The Distributor shall not make any official report or public comment in connection with this Premilife’s Distributor Program or with his/her/its participation in the Premilife Distributor Program, without prior written consent from the Company. The Distributor may send an e-mail to the Company in order to get written consent.
2.10 The Distributor shall at all times comply with the local regulations pertaining to the dispensing of homeopathic treatments in each territory in which the Distributor shall market and dispense the Treatments.
2.11 Unless expressly approved in writing by Company, the Distributor shall not modify the Treatments supplied by the Company in any manner. In addition, the Distributor shall maintain the Treatments in the manner and under the conditions directed by the Company until the same is dispensed. To the extent a Treatment is given an expiration date by the Company at the time of delivery, the Distributor shall adhere to such date and ensure that such Treatment is not dispensed thereafter.
2.11. IT IS FORBIDDEN for the Distributor to:
2.11.1. 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;
2.11.2. Replace, intercept, interfere with, hinder, disrupt or otherwise alter 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;
2.11.4. Place Links in any manner which may (intentionally or unintentionally) mislead any Client;
2.11.5. 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;
2.11.6. Use automatic redirection to other websites or any automatic method for saving a cookie of the Distributor;
2.11.7. Use outbound / unsolicited calling techniques, can only promote/sell services through inbound calls;
2.11.8. Promote the Treatments through scare-ware sales tactics.
2.11.9. Use any tactics and/or methods and/or sites that: (i) promote race, sex, gender, religion, nationality, physical disability, sexual orientation or age discrimination; (ii) promote illegal activities; (iii) contain materials infringing or supporting third parties to infringe copyrights, mark or other forms of intellectual property or the applicable laws; (iv) include “Premilife.com” or their derivations or typing errors in the domain name; or (v) are in any way illegal, damaging, libelous, obscene, aggressive, racist or not corresponding to our principles.
3. DISTRIBUTOR’S DECLARATIONS AND OBLIGATIONS. Distributor hereby undertakes:
3.1. to comply in all aspects with all applicable laws, regulations, and approvals.
3.2. to 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. to fully comply with and act in accordance with these terms and Conditions, 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. to 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. Immediately upon notice from the Company that, in the Company’s opinion, any promotional material (content or method and Conditions) does not comply with this standard, Distributor will cease the use of such materials or manner and Conditions.
3.5. to 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 and conditions set out in the Premilife Site without prior written approval from the Company. In case such an amendment is approved by the Company, the Distributor 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 and Conditions within five (5) days of having received notice of such. Distributor represents and warrants as follows:
3.10. nothing in any applicable law and/or agreement prevents him from entering these Terms and Conditions and/or of becoming a Distributor.
3.11. all of the Distributor’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. the distributor has the power to enter into and perform these Terms and Conditions 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 Distributor 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 Distributor access to reports on the Premilife Site detailing relevant information to the Distributor 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 and Conditions according to their terms.
5. PURCHASE OF TREATMENTS;
5.1. Each order for Treatments submitted by Distributor shall be paid for in full by Distributor at the time of order via the Premilife Platform. Distributor acknowledges that Premilife will neither accept an order nor prepare the Treatments ordered by Distributor until such order has been paid for by Distributor in full. A sale complied with all of the aforementioned conditions shall be referred to as a “Completed Sale”. In addition to paying for the Treatments, themselves, Distributor shall also be required to pay for processing and delivery.
5.2 The pricing that Distributor shall pay for the Treatments shall be the Company’s standard pricing less a thirty (30%) percent discount. However, in the event that Company shall pay a finder’s fee to a third-party broker that facilitated the introduction between Company and Distributor, the applicable finder’s fee paid to such broker shall be deducted from the discount given to Distributor by Company. By way of example, if the Company shall pay a 5% finder’s fee to a broker, the discount extended to the corresponding Distributor shall be reduced from 30% to 25%.
5.3 All taxes related to the sale of the Treatments, excluding the Company’s income tax obligations, shall be borne by Distributor.
5.4 Notwithstanding Premilife’s recommended sales price for each of the Treatments that Distributor orders and supplies to his/her/its Clients, Distributor shall have full discretion to increase the pricing for the Treatments that it charges its Clients.
5.5 All sales shall be final and classified as Completed Sales once paid for in full.
5.6 All costs of Distributor in connection with its duties hereunder shall be borne solely by Distributor and the Company shall under no circumstances participate in such costs, unless otherwise agreed in writing between the Parties.
5.7 Each payment will be due and payable in the currency elected by the Company.
5.8 The records of the Company shall be an inclusive and final evidence for the purpose of these Terms and Conditions, including, but not limited to, for the determination of Completed Sales.
6. RELATIONSHIPS WITH CLIENTS
6.1. The distributor 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 Distributor and the Company.
6.2. The distributor will not attempt to bind the Company in any manner and shall not make any representations on the Company’s behalf. The distributor shall not use any trademarks or signs of the Company without the prior written consent of the Company.
6.3. Distributor 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. The distributor 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 Distributor.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Distributor shall not use any of the Company’s names and trademarks other than in respect of the Premilife Distributor Program.
7.2. Distributor 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 thereof) for any goods or services in any country. In case such application and/or registration was done prior to the joining of the Distributor to Premilife Distributor Program, the Distributor shall immediately transfer all such rights to the Company on its request.
7.3. Distributor 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 Distributor to the Company’s names and trademarks shall be in a form agreed in writing in advance by The Company.
7.5. Distributor 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. Distributors 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 Distributors shall cooperate fully with the Company in protecting such rights.
7.7. The distributor shall promptly notify the Company of any contest of the validity or abuse of any of the Company’s names and trademarks that Distributor becomes aware of.
7.8. The distributor undertakes to comply with any and all applicable intellectual property and copyright laws.
7.9 Distributor acknowledges that all Treatments and the intellectual property rights appurtenant thereto are the sole and exclusive property of the Company. Accordingly, the Distributor shall not reverse engineer or decompile any of the Treatments (or otherwise attempt to carry out the foregoing) in order to identify the ingredients and matter contained therein.
8. LIABILITY AND INDEMNIFICATIONS.
8.1. The Company does not supervise the activities of the Distributor and assumes no liability for any representations made by the Distributor. The Company and Distributor are wholly separate and independent from one another.
8.2. The Distributor 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 Distributor, its employees, managers, owners, sub-contractors and/or anyone else on its behalf.
8.3. Without derogating the aforementioned, the Distributor shall be exclusively liable for the development, operation, and maintenance of his/her/its site and also for any material appearing on this site.
8.4. The Distributor 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 Distributor, its employees, managers, owners, sub-contractors and/or anyone else on its behalf.
8.5. In no event will the company be liable to Distributor 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 and Conditions), 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 and Conditions, even if either party has been informed or should have known of the possibility of such damages.
9.1. Distributor 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 Distributor may use or otherwise acquire during its relationship with the Company (the “Confidential Information”).
9.2. Upon termination of the relationship between the Parties, the Distributor shall return to the Company any materials or data received by the Distributor from the Company.
Any notice required or permitted to be given under these Terms and Conditions shall be in writing and shall be sent by email to the following emails: To Company: [email protected] To Distributor: to the e-mail address provided by the Distributor 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.
Distributors and companies are independent entities. There is no employment, joint venture or partnership relationship between the Parties nor created by these Terms and Conditions. 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 and Conditions or subsequent written authorization.
12.1. These Terms and Conditions constitute the entire agreement between the parties and nullify 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 and Conditions 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 and Conditions shall not prejudice the validity or enforceability of any other part.
12.4. These Terms and Conditions are personal and are not assignable otherwise than by the Company.
12.5. Governing Law and Jurisdiction. These Terms and Conditions 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 and Conditions and/or Premilife Distributor Program will be subject to the exclusive jurisdiction of the competent courts in Tel Aviv Jaffa, Israel.
Last Updated: November 2019
Legal Advisors: Greenberg Traurig LP (www.gtlaw.com)