FreoHealth.com Affiliate Agreement

1. What Websites Will Be Declined

Although we hope your application will be successful, we reserve the right to reject or cancel applications for any or no reason. For example, we may reject or cancel your application if we determine that your site is unsuitable for the Freohealth.com's affiliate program, including if it:

A. Promotes sexually explicit materials
B. Promotes violence
C. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
D. Promotes illegal activities
E. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
F. Includes "Freo Health," "Dr. Graf", "Ready to Wear," any Freo Health product names or variations or misspellings thereof in its domain name
G. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
I. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
J. Utilizes Pop-Up, Pop-Under, or automatic Redirects to link to our site. Any method that automatically plants an affiliate cookie is strictly prohibited. The use of our Full Page Creative is fine, however, any method that automatically redirects the customer to Freohealth.com's website by execution of an affiliate link is in violation of the Affiliate Program Agreement. The customer must click on a Freohealth.com's affiliate link to set the affiliate cookie.
K. You may not create or design your website any other website that we may operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Freohealth.com or any other affiliated business.

Our vendors, consultants and employees are not eligible to become Affiliates.

Resellers may not purchase products under this program and are not eligible to become Affiliates. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Affiliates who are terminated from the Program are forbidden to reapply at any time in the future. Any such attempts to do so will result in commissions not being issued.

2. Links on Your Site

We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes as detailed below:

Product Links: You may promote any product in the Freohealth.com product offering. It is the responsibility of the affiliate partner to ensure these links are up to date at all times. Offers may be withdrawn at any time. This agreement does not include any other type of product or products located in any other part of our site or any products not fulfilled directly by Freohealth.com - unless a specific program is in place with the fulfillment partner. You may display on your site a short description, review, or other reference for product promotion. You will be responsible for the content, style and placement of these references. Suggested graphics and descriptive texts may be made available to you and you are encouraged to use them. You will provide a special link (as defined below) from the Product reference on your site to the corresponding Freohealth.com entry. Each link will connect directly to a single item or product category in the Freohealth.com online catalog, using a special link format that we give you (a "special" link). You may add or delete Products (and related links) from your site at any time without our approval. The content and embedded images from the Freohealth.com website may be used for reference purposes only. Partners are not allowed to spider the Freohealth.com site to obtain our content and contextual images. Any affiliate who attempts to do so will be revoked from the program and any outstanding commissions will also be forfeited. Only materials provided via our affiliate services area may be used for product promotion. The primary product image from the Freohealth.com website may be used as well.

General Link to Freohealth.com Homepage: You may provide a general link on your site to our homepage. We will provide you with guidelines and graphical artwork to use in linking to the Freohealth.com homepage. Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Freohealth.com domain name.

3. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the Freohealth.com site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will send you reports summarizing sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

4. Referral Fees

For a product sale to generate a referral fee, the customer must follow a Special Link (in the format specified by us) from your site to the Freohealth.com site; purchase the Product on the Freohealth.com site using our automated ordering system; accept delivery of the Product at the delivery destination and remit full payment to Freohealth.com. We will pay referral fees during the cookie session life which is set at 90 calendar days, unless the customer comes to the Freohealth.com site through another affiliate or link tracked directly by Freohealth.com marketing, advertising, or search engine optimization.

5. Fee Payment

We will pay you referral fees on a monthly basis through ShareASale affiliate network according to the settings you choose within your affiliate account. If customers returns to our website through any other links, other affiliates web pages, or on their own they will be considered our customer and any commissions will not be accrued, unless attributed to you via the cookies settings.
A. We will pay you 12% of all sales.
B. In addition Freohealth.com pays "Special Incentives" and bonuses from time to time.

6. Policies and Pricing

For the avoidance of doubt, customers who buy Products through this Program will be customers of Freohealth.com. Accordingly, all Freohealth.com rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, Freohealth.com will determine the prices to be charged for Products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, we recommend you do not include price information in your Product descriptions.

Freohealth.com will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

7. Promotion Restrictions

A. Affiliates are restricted from bidding on Freohealth's trademarks in their paid search campaigns.

B. Affiliates are not prohibited from purchasing our products through their own affiliate links.

8. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. You are eligible to earn referral fees on sales of all products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

9. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, of which you will be notified 7 calendar days prior to the new agreement coming into force. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

10. Relationship of Parties

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our behalf or our affiliates' behalf, including with respect to our or our affiliates Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site, other than for the purpose of referring users to our site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.

11. Limitation of Liability

Neither we, nor any of our affiliates, will be liable for direct, indirect, incidental, special or consequential damages (or any loss
of revenue, profits or data) or punitive damages arising in connection with this Agreement, the Program, our site or any other hyperlinked site, even if we, or any of our affiliates, have been advised of the possibility of such damages including, without limitation lost profits or revenues, costs of replacement, business interruptions, loss of data, or damages resulting from the use of or reliance on the information present, even if Freohealth.com is expressly advised about the possibility of such damages. Further, to the fullest extent permitted by law, our and our affiliates' collective 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 at the time the act or comission giving rise to the liability occurred.

12. Indemnification

You hereby agree to indemnify and hold harmless Freohealth.com, and its subsidiaries and affiliates, and their directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (ii) any claim related to your site, including, without limitation, content therein not attributable to us.

13. Disclaimers

To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we, nor any of our affiliates, make any representation that the operation of our site will be uninterrupted or error-free and none of us will be
liable for the consequences of any interruptions or errors.

14. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES 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 COMPETE WITH YOUR WEB SITE. 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.

15. Miscellaneous

This Agreement will be governed by the laws of the State of California, without reference to rules governing choice of laws. 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.