Wellness Belts Inc.

WELCOME TO THE WELLNESS BELTS AFFILIATE PROGRAM

Wellness Belts Inc. Web Affiliate Agreement

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE "Accept Terns and Conditions" BUTTON AND PROCEEDING TO SUBSEQUENTLY UTILIZE ANY OF OUR RESOURCES YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY ON BEHALF OF WHOM YOU ARE ACTING AND ON WHOSE BEHALF THE WELLNESS BELTS INC. WEB AFFILIATE SYSTEM IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ENTER THIS SITE AND DO NOT ENTER YOUR DEMOGRAPHIC INFORMATION.

1. Preamble

1.1 The Web Affiliate provides marketing services, email marketing activities, and /or a website to its clients and wishes to refer its clients to the Wellness Belts Inc. (WBI) website for the purpose of ordering WBI products.
1.2 Wellness Belts Inc. has agreed to permit the Web Affiliate to redirect web traffic from its marketing activities to WBI´s website, subject to the terms and conditions set out below, and according to procedures set out in this Agreement. The link will electronically identify the Web Affiliate as the source of the referral, by depositing a cookie into the client´s computer.
1.3 If the referral results in an electronic sale through WBI´s website at the time or any later time that the WBI website can identify the referring Web Affiliate via a cookie in the client´s computer, the Web Affiliate will be credited an amount equal to a portion of the selling price of the referred sale, according to the Primary Web Referral Rates for a Website Sale set out in this Agreement
1.4 If a telephone order with the Web Affiliate´s identifying member number to WBI´s call centre results in a sale, the Web Affiliate will be credited an amount equal to a portion of the selling price of the referred sale according to the Primary Web Referral Rates for a Call Centre Sale set out in this Agreement.
1.5 The Web Affiliate will be entitled to refer prospective "Sub Affiliate(s)" to WBI for consideration as candidate(s) to become new WBI Web Affiliate(s). Upon approval and acceptance by WBI of any such candidate, WBI will set up the candidate as Sub-Affiliate of the Web Affiliate.
1.6 Any electronic sales of WBI to clients referred from the Sub-Affiliate´s website will result in an amount equal to the Secondary Web Referral Rates set out in this agreement being credited to the Web Affiliate´s account as long as the Web Affiliate´s account is active.
1.7 If a telephone order with the Sub Affiliate´s identifying member number to WBI´s call centre results in a sale, the Web Affiliate will be credited an amount equal to a portion of the selling price of the referred sale, according to the Secondary Web Referral Rates for a Call Centre Sale set out in this Agreement.

1.8 Any subsequent returns of any sales referred to in this Preamble by clients of the Web Affiliate or the Sub Affiliate will be immediately debited to the Web Affiliate´s and the Sub Affiliate´s accounts according to the appropriate Web Referral Rates.
1.9 WBI reserves the right to suspend or terminate the account of any Web Affiliate or Sub Affiliate who in WBI´s opinion has breached this Agreement or has engaged in any activity that may bring disrepute to Wellness Belts Inc. or prejudice the reputation of Wellness Belts Inc.
1.10 WBI will create an Affiliate User Website that will contain the following pages for use by the Web Affiliate: (i) a "home page" that welcomes potential new Sub Affiliates and presents them with a compelling offer to join our program; (ii) a "sign up" page for new Sub Affiliates; (iii) a "resources" page where the Web Affiliate can download banners, text links, images and other promotions; (iv) a "reports page" where the Web Affiliate can view up-to-the-minute reports of sales they have generated; (v) a "FAQ" page where frequently asked questions and answers are posted; (vi) a "Marketing Tips" page where promotional ideas are posted.
1.11 Payments are described in Schedule "A".
1.12 A processing fee for new Web Affiliates may be in effect and is published by WBI from time to time.
2. Definitions as used in this agreement:

• "client" and "customer" means the end user purchaser of the weighted belt products from the WBI website or call centre;
• "belt product(s)" means any Wellness Belts Inc. weighted dress belt(s) or any other product offered by WBI on its website;
• "electronic sale" means a sale entered by the client on WBI´s website at www.wellnessbelts.com.
• "call centre sale" means a sale by telephone or fax to the WBI call centre
• "Selling Price" means the amount paid by a client to WBI for any belt product(s), exclusive of taxes, shipping or other fees;
• "Primary Web Referral Rate" is the portion of the Selling Price to be credited to the Web Affiliate´s account for a sale referred from the Web Affiliate´s website or using the Web Affiliate´s member number at our call centre.
• "Secondary Web Referral Rate" is the portion of the Selling Price to be credited to the Web Affiliate´s account for a sale referred from the Sub-Affiliate´s website or using the Sub-Affiliate´s member number at our call centre.
• "Master Affiliate" is a web affiliate account set up by WBI for the purpose of assigning Sub Affiliates accounts to when a Web Affiliate account is terminated.

3. Intellectual Property
3.1 Wellness Belts Inc. is the owner of all of the intellectual property rights in the weighted belt products. No title or ownership in any related intellectual property rights is transferred to the Web Affiliate or any client under this agreement.
3.2 "SmartBelt", "OsteoBelt", "CardioBelt", "EezeeToner" and "SmarterBelt" are trade marks of WBI.
4. Obligations of the Web Affiliate
4.1 The Web Affiliate shall not use any trade name or official mark of Wellness Belts Inc., or the name Wellness Belts Inc. in any manner that would imply that the Web Affiliate has an exclusive sales arrangement for any product, or that the Web Affiliate has access to any confidential information or information not available to any other party.
4.2 The Web Affiliate shall not engage in any conduct or communications, in any forum or medium, which in the opinion of Wellness Belts Inc. may bring disrepute to Wellness Belts Inc. or prejudice the reputation of Wellness Belts Inc.
4.3 Wellness Belts Inc. reserves the right to change its Primary and Secondary Web Referral Rates periodically and will notify the Web Affiliate by email within 3 business days of any such changes.
4.4 The Web Affiliate shall supply to Wellness Belts Inc., prior to their use or publication, a copy of all proposed sales and promotional literature and catalogues, or other similar materials which refer in any way to the availability of any Wellness Belts Inc. products or to the relationship between Wellness Belts Inc. and the Web Affiliate. Wellness Belts Inc. shall notify the Web Affiliate of any required changes within seven (7) days of receipt of the materials. The Web Affiliate shall make any changes to such materials which Wellness Belts Inc., in its discretion, deems advisable.
4.5 The Web Affiliate certifies that it has no pending litigation, action or proceedings before any court relating to matters that may affect its capacity to perform and be responsible for its obligations under this agreement, and will advise Wellness Belts Inc. without delay of any such actions.
5. No Agency
5.1 Nothing in this agreement is intended to nor shall be deemed to constitute a partnership or joint venture between Wellness Belts Inc. and the Web Affiliate. This agreement shall not constitute the Web Affiliate as an agent of Wellness Belts Inc. for any purpose whatsoever, and the Web Affiliate shall not hold itself out as the agent, employee, subcontractor or representative of Wellness Belts Inc. The Web Affiliate may refer to itself, or its business, for purposes of conducting a retail transaction related to the selected weighted belt products as: "Authorized Affiliate of Wellness Belts Inc. products". No other written reference to, or promotion of, the relationship between the parties shall be made without first having been reviewed and approved by Wellness Belts Inc.
6. No Warranty

6.1 The Web Affiliate understands and accepts that weighted belt products are provided with warranty as stated on its website, and that Wellness Belts Inc.´s liability in the event of delivery of a defective or damaged product will be limited to the replacement of the product with like kind and without improvement.
6.2 The clients must satisfy themselves as to the suitability of the product for the planned use and shall be solely responsible for the choice. Wellness Belts Inc. makes no warranties or representations, express or implied including but not limited to warranties of the merchantability and fitness for any particular purpose. In no event will Wellness Belts Inc. be liable for any indirect, special, consequential or other damages, however caused, occasioned through the use of, or inability to use, the weighted belt products.
7. Indemnification
7.1 The Web Affiliate shall at all times indemnify and hold Wellness Belts Inc. harmless from and against all claims, demands, losses, damages, costs, actions or other proceedings made, sustained, brought or prosecuted by any person in any manner, based upon, or occasioned by, or attributed to any injury, infringement, or damage arising out of the use of the weighted belt products, or arising from any erroneous communications by the Web Affiliate, or from the performance by the Web Affiliate of the provisions of this agreement.
8. Term and Termination
8.0 WBI may terminate the account of any Web Affiliate upon completion of two months of zero Primary Web Referrals.
8.0.1 When an account of a Web Affiliate is terminated for any reason, WBI has the right to deactivate said account as described in 8.1.
8.1 When WBI deactivates the account of the Web Affiliate, all Sub Affiliates of said web Affiliate immediately become Sub Affiliates of the Master-Affiliate and are no longer Sub Affiliates to the Web Affiliate in any way, and the Web Affiliate is no longer eligible for any Secondary Web Referral credits for website or call centre sales generated by any Affiliates whatsoever. All such Secondary Web Referral credits shall immediately accrue to the Master Affiliate account.
8.2 The term of this agreement shall commence on the date of execution and shall continue, subject to clauses 8.3 and 8.4, for one (1) year ("the Initial Term"). Thereafter, the term shall be automatically extended for succeeding periods of one (1) year ("Succeeding Terms"). Either party may terminate this agreement on the expiration of the Initial Term, or any Succeeding Term by providing thirty (30) days notice to the other party.
8.3 Either party may terminate this agreement without cause by providing sixty (60) days notice to the other party.
8.4 If the Web Affiliate is in breach of any of its obligations under this agreement, Wellness Belts Inc. may immediately terminate this agreement. In the event of such breach the Web Affiliate agrees to pay all costs of recovery of any unpaid balances including all legal costs.
8.5 Upon termination of this agreement the Web Affiliate shall immediately cease any promotion of WBI products and shall make no further price or delivery quotations to any client. Orders which have been quoted in writing or placed prior to the termination may be fulfilled and shall be honoured by the Web Affiliate and WBI.
8.6 Upon termination, the Web Affiliate´s Affiliate website will be immediately taken offline by WBI.
9. Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, communications or agreements on this particular matter. All Appendices or Annexes referred to and attached shall form part of this agreement.
10. Governing Law
This agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada, and all federal laws applicable thereto.
11. Contacts:
11.1 Any report or notice required to be given by the parties under this agreement related to the administration of this agreement shall be delivered in writing as follows, and refer to the Web Affiliate´s member number:
in the case of Wellness Belts Inc. to: Wellness Belts Inc. 50 Wood St., Barrie, Ontario, Canada L4N 2T1       Fax: 905-248-5150
and in the case of the Web Affiliate to the address on the Affiliate User Website´s demographic page.
12. Responding to Marketing Conditions
12.1 In the event that demand for products outstrip or would soon outstrip WBI´s manufacturing capacity, WBI reserves the right to wait list or to temporarily refuse to accept new Web Affiliates or Sub-affiliates until WBI is able in WBI´s opinion to produce product in sufficient quantity to be able to meet the anticipated demand.
Attached Appendices:Appendix A: Rates
Appendix B: Weighted belt products returns policy
Appendix A: Rates and Payment.
A.1 The following table specifies the Referral Fee portion of each belt product sale that generates a credit to the Web Affiliate´s account and the portion of each return that generates a debit to the Web Affiliate´s account.

A.2 Payments to Web Affiliates are made during the month after the month in which fees are earned.
A.3 Payment is made only when the Web Affiliate´s account exceeds a credit balance of $100.00. There shall always be a minimum balance of $100.00 retained in the account to cover potential returns.
A.4 All rates are subject to change periodically
A.5 All funds are in Canadian Dollars ($CDN) for sales shipped to Canada. All other sales are in US Dollars ($USD)
A.6 The Web Affiliate is responsible for declaring all revenue from said payments with their appropriate state and national governmental revenue agency.
A.7 The Web Affiliate is responsible for all taxation which results from said payments.
Appendix B: Weighted belt product returns policy
Weighted belt products purchased from Wellness Belts Inc. by clients may be returned for credit provided that the conditions as outlined on the WBI website are met.