Nature's Range Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate in the Affiliate Program of Nature's Range Ltd, and the establishment of links from your affiliate Web site to our Website www.naturestrange.com As used in this Agreement, "we", "us", "our" means Nature's Range Ltd., "you" or "your" means the applicant, and "product" means any and all items offered for sale by us on the www.naturesrange.com Website.
This is a legal agreement between you and Nature's Range Ltd. By clicking on the "Proceed" button in the Affiliate Program Application Form, you are confirming that you have read and understood the terms of this agreement, and are confirming that you fully accept and agree to abide by these terms.
1. Enrolling in our Affiliate Program.
To begin the enrollment process, you will submit a completed Affiliate Program Application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
Any Affiliate applications which have an email address from a free service such as Yahoo, Hotmail, Gmail, etc., will be automatically rejected. You must provide an email address from your internet service provider or your own domain. Also, the email address provided must match your PayPal email address if you are using their facilities. If a free email address is entered, or if your main email address does not match your PayPal email address, your application will be automatically rejected.
2. Utilising Our Links on Your Site.
As an Affiliate site ("Affiliate Site"), we will make available content and/or text links to our site, containing the Natures Range Ltd. logo and words identifying Stirling Health Ltd. (these links sometimes being referred to herein collectively as "Links", or individually as a Link"), which, subject to the terms and conditions hereof, you may display on your site. In utilising the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify or expand the links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3. Order Processing.
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However, all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the
www.naturesrange.com site. We reserve the right to reject orders that do not comply with certain requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping and handling, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and our site are properly formatted.
4. Commissions.
We will pay you a commission (the "Commission Rate") equal to the percentage of Net Retail Sales, calculated pursuant to the schedule below, derived by Stirling Health Ltd. from the purchase of product by users of your site who purchase such product by accessing the www.naturesrange.com site through the link from your site to our site. For the purposes of this Agreement "Net Sales" shall mean sales revenues less amounts collected by us for postage & packing, sales taxes and similar charges. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. Net Retail Sales can also be reduced for amounts due to credit card fraud, bad debts, cancellations and credits for returned goods. A commission will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system.
Source of Sale Net Retail Sales Percentage
Directly from you as a First Tier Affiliate 30%
Sales from your Second Tier Affiliates 10%
The above fee schedule is subject to change without notice. The following scenarios are presented for the purpose of illustration only and we maintain the sole right to determine when and if a commission payment is due: (i) if a visitor comes to our site once from a link from Site A and then later returns to our site from a link from Site B, all commissions will be paid to Site B; (ii) if a visitor comes to our site from Site A, purchases nothing, and returns 31 days later directly to our site to purchase product, no commission will be paid. Only Product that is sold by us (to users of your site through Links to our site), shipped to a customer and for which we have received full payment will qualify for a commission. For a sale to generate a commission, the customer must follow the Link from your site to our site, purchase the product or products in question using our online ordering system within 30 days of the customer's first visit, accept delivery of the item at the shipping destination, and remit full payment to us.
5. Commission Payment.
We will pay you commissions on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a cheque or make payment directly into your bank account for the commissions earned on Net Retail Sales of Product that we shipped during that month, less any taxes or deductions that we are required by law to withhold. However, if the commissions payable to you for any month are less than £20.00 (the "Commission Payment Floor"), we will hold those commissions until the total amount due is at least equal to the Commission Payment Floor. If Product that generated a commission is returned by the customer, we have the right to deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we have the right to send you a bill for the fee, which bill must be paid upon receipt. The Commission Payment Floor is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Payment Floor.
If you are paid via cheque and you do not cash your check within 60 days and/or you do not keep a current/valid address in your Affiliate Admin personal information, all applicable bank charges and administration fees will be deducted from your commissions before a new payment will be issued.
6. Reports of Sales.
You will receive confirmation of your sales by e-mail on a real time basis.
7. Policies and Pricing.
Customers who buy Product through the Affiliate Program will be deemed to be customers of Stirling Health Ltd. Accordingly, all Nature's Range Ltd. rules, policies, and operating procedures concerning customer orders, customer service, and 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 Product sold under the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Any price changes must be immediately reflected in your site product descriptions at the point of notification by ourselves. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
8. Non-Exclusive Limited Licence and Use of Nature's Range Ltd. Logos, Trademarks and Intellectual Property.
We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks, intellectual property and similar identifying material (collectively "Nature's Range Ltd. Intellectual Property"), solely for the purpose of selling Product on your site for Nature's Range Ltd. You may not alter, modify or change the Nature's Range Ltd. Intellectual Property in any way. You are only entitled to use the Nature's Range Ltd. Intellectual Property to the extent you are a member, in good standing, of the Affiliate Program. You shall not make any specific use of any Nature's Range Ltd. Intellectual Property for purposes other than selling Product for Nature's Range Ltd., without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Nature's Range Ltd. Intellectual Property in any manner that is disparaging or that otherwise portrays Nature's Range Ltd. in a negative light. We reserve all of our rights in the Nature's Range Ltd. Intellectual Property, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Stirling Health Ltd. Intellectual Property.
The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
9. Non-Exclusive Limited Licence and Use of Affiliates Logos, Trademarks and Intellectual Property.
You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Intellectual Property"), and to advertise, market, promote and publicise in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicise Intellectual Property. You hereby represent and warrant that you are the sole and exclusive owner of the Intellectual Property and have the right and power to grant to us the licence to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, intellectual property or other proprietary right of any other person or entity. This licence shall terminate upon the effective date of the expiration or termination of this Agreement. Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs, or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of Nature's Range Ltd., http://www.naturesrange.com/ or any product names. At no time shall you submit bids or use other methods that would cause listings for your site to rank higher than Stirling Health Ltd. rankings for trademarks, product names, sales marks, service marks, registered trademarks or registered URLs (or any variations or abbreviations of same) of Nature's Range Ltd.
10. Publicity.
You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent.
11. 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us 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), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.
12. Term of the Agreements.
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 notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for to terminate this Agreement. Upon such notice, you agree to promptly destroy or return to Nature's Range Ltd. all artwork pertaining Nature's Range Ltd. in your possession or control and you shall immediately remove from your site any or all Nature's Range Ltd. Intellectual Property, links to the http://www.naturesrange.com/ and all references to Nature's Range Ltd. and the http://www.naturesrange.com/ site. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for informing you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
14. Relationship of Parties.
You and Nature's Range Ltd. 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.
15. Limitation of Liability.
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Affiliate Program, or Nature's Range Ltd’s performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
16. Disclaimers.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Product or other items sold through the Affiliate Program (including, without limitation, warranties of fitness for a particular purpose or market, merchantability, non-infringement, statements made in any marketing material 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.
17. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
18. Confidentiality.
We may disclose to you certain information as a result of your participation as part of the Affiliate 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 Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to Nature's Range Ltd., customer and vendor lists relating to Nature's Range Ltd., and pricing and sales information for Nature's Range Ltd. and any members of the Affiliate 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 utilised, 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.
19. Indemnification.
You hereby agree to indemnify, defend and hold harmless Nature's Range, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
20. Independent Investigation.
You acknowledge that you have read this Agreement and agree to all of it’s Terms and Conditions. You understand that we may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this agreement or operate Web Sites that are similar to or competitive with your web-site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representations, guarantees, or statements other than as set forth in this agreement.
21. Miscellaneous.
This Agreement will be governed by the laws of the United Kingdom. Any action relating to this Agreement must be brought in the UK Courts, and you irrevocably consent to the jurisdiction of such Courts. 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 provision or any other provision of this Agreement.
22. Spyware and other Parasites.
Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Stirling Health Ltd. and/or its partner sites) is subject to punitive actions by Nature's Range Ltd, without notice, including but not limited to: suspension of Affiliate account; termination of Affiliate account; withholding of payments to Affiliate; and public notification of Affiliate's suspected breach of this agreement. Nature's Range Ltd. encourages Affiliates to report suspicions of such relationships; and, should substantial proof, as judged by Nature's Range Ltd., be provided, Nature's Range Ltd. reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a reward.
23. PPC (Pay Per Click) Bidding Rules
While we do not restrict Affiliates from bidding on keywords to get to increase traffic to their, and subsequently our products and site, some areas are forbidden. These include, but are not limited to:
1. Our company names Nature's Range Ltd, www.naturesrange.com
2. Any of our product names
3. Affiliates
These are Company copyrights and Intellectual Property, and cannot be used as keywords or phrases by Affiliates.
This is a Legal Agreement between you and Nature's Range Ltd. By clicking on the "Proceed" button in the Affiliate Program Application Form you are affirmatively stating that you have read and understand the terms and conditions set forth herein, and are affirmatively indicating your acceptance of this Affiliate Program Agreement and you agree to be fully bound by the terms hereof.