Share the Blessing Terms and Conditions

TERMS AND CONDITIONS

This agreement determines the terms and conditions for participation in the Share the Blessing (STB) Program.

By signing up to be an affiliate in the STB Program (the “Program”) you agree to be bound by the following terms and conditions (the “Terms”). Please ensure that you read them carefully before signing up.

1. DEFINITIONS
   • “EBMC”, the “Company,” “we”, “us, and “our” refers to Eastwood Bio-Medical Canada Inc., and any company that directly or indirectly controls, is controlled by, or is under common control with Eastwood Bio-Medical Canada Inc.
   • “You” and “your” refers to the Affiliate (including your Sub-Affiliates).
   • “Website” refers to www.eleotinyouandme.com and the pages therein.
   • “Material” refers to all websites, affiliated websites, search media profiles, banner ads, e-mails and e-mail distribution lists, advertising keywords and key phrases, copy, other creative materials, and other online advertising vehicles used by you or your Sub-affiliates.

1. Acceptance of Application and Termination
   • To begin the enrollment process, you must activate the Program by provide your legal full name, a valid email address, and any other information requested in order to complete the sign up process for an Affiliate account (“account”)
   • You must be 18 years of age or older to join this Program.
   • Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Responsibility for the security of any user names and passwords issued (including those of any Invitees) rests with you.
   • You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
   • We may reject your application if we determine, in good faith, that your web site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, defamatory, obscene, harmful, threatening, harassing or racially, ethnically of otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright, trademark or other intellectual property rights infringement (collectively “Content Restrictions”).

1. Right to Change Terms

We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Program after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time.

1. Payment
   • For a sale of a product to be eligible to earn a commission, the customer must click-through a link from your site, email, or other communications to eleotinyouandme.com eleotinasia.com supereleotin.com and sign up within 30 days of the initial click-through. If they fail to sign up within those 30 days and later return without following your link, you will not earn a commission.
   • We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they signed up through you but it was not tracked by our system.
   • The commission will be credited to your Affiliate account once the customer makes payment in full and after we verify the transaction.
   • Customer payments refunded or payments charged-back due to credit card fraud do not qualify for commissions. We may delay crediting of commissions subject to risk analysis considerations and Anti-Money Laundering procedures.
   • The commission structure/timing is subject to change at our discretion.
   • We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods and all other activities suspected of such practices.
   • All commissions are exclusive of all taxes, charges, levies, assessments, and other fees of any kind imposed on your involvement in this Agreement and shall be the responsibility of, and payable by you.
   • We reserve the right to check and change commissions on the basis of orders actually paid, the notification e-mail is not understood as a confirmed commission - this is only a notification, and every payment will be verified based on real transactions.

1. Relationship of parties
   1. Independent contractor status:
      • 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.
      • 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 Agreement.

1. Disclaimer of relationship
   • You will be open and honest about your relationship to us: You may not misrepresent or embellish the relationship between you and EBMC or imply any relationship or affiliation between you and EBMC or any other person or entity except as expressly permitted by this affiliate Agreement.
   • You may not represent yourself as an agent or employee of EBMC or represent that you have the authority to bind EBMC to a contract.
2. For employees who are also Affiliates:You will make it clear you are an EBMC employee when promoting EBMC as an affiliate. As an EBMC employee, You agree to clearly state in all promotional posts or promotions containing EBMC affiliate links your employee and affiliate relationship with EBMC via a disclaimer.  You should report to EBMC any promotional activities and their results in detail on a regular basis.

1. Restricted/Forbidden Activities
   • Upon acceptance into our Program, links will be made available to you. By applying to the Affiliate Program, you agree to and abide by the following:
   • You will only use linking code provided without manipulation provided, however, that you may shorten the exact linking code through URL shortening services.
   • You will not use your affiliate link on any domain except those listed in your Affiliate profile.
   • Your material will not in any way copy, resemble, or mirror the look and feel of our website.
   • You will not use any means to create the impression that your Material is our website or any part of our website, including, without limitation, framing our website in any manner.
   • You may not use cookie stuffing techniques or click-generators that set the tracking cookie without the user actually clicking on the Referral Link. You will not artificially generate clicks or impressions on your site or create visits on the EBMC site, whether by way of a robot or software program or otherwise.
   • You will not use redirects to bounce a click off of a domain from which the click did not originate.

1. Email campaigns

You may not use our name or graphics in any bulk email whatsoever unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints naming us or our services result from your marketing activities You are encouraged to send individualized e-mails to the recipients whom you already know. You are not allowed to send mass emails to unknow recipients. .

1. Press Releases
   • You may not issue any press release with respect to this Agreement or your participation in the Program without a prior written agreement from EBMC; such action may result in your termination from the Program.
   • In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of EBMC or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.

1. Use of Company information and material
   • You will not use our company name or variations of our company name in your Domain Names or Social Media pages: you may not register or purchase domain names that include our company’s name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include our Company name, variations of our company name, or the look and feel of our own social media pages on any social media pages (i.e. Facebook Fan Page) where you run promotions as an affiliate.
   • You will not mimic our media and content: Publishers must make sure that his or her media does not copy or resemble the look and feel of the EBMC website or create the impression that your media is part of our company's website. You also understand that using the language found on our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.
   • You will not use spyware, malware, virus and the like: You may not include on your site, display, or otherwise use referral links or other Content that uses any spyware, malware, or virus, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
   • But, most of the contents except for the ones mentioned in the above can be copied and used. Before you do it, let us know. We seldom refuse to grant a permission.
   • You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will make the determination whether someone is a fake customer.
   • If you violate any of the foregoing, we may void, refuse to pay, and/or retroactively reverse, and you forfeit any rights to (including but not limited to any entitlement to receive) any commissions paid or payable to you.

• Coupon guideline

If you are enrolled in our Affiliate Program and your Material promotes coupon codes, special offers, or special pricing, you must adhere to the following coupon guidelines:

• You may only advertise coupon codes, special offers, or special pricing that are made available to you through the Affiliate Program.
• You must not mislead customers into clicking on an offer or coupon that does not exist or engage in similarly deceptive tactics that are generally known as “cookie stuffing” or “forced clicks.” These include, but are not limited to:
• Posting, publishing, or sharing information about how to work around the requirements of a coupon, special offer, or special pricing will result in your removal from the Affiliate Program.
• You may not modify any coupon.
• You may NOT use any technology that covers up the coupon offer, special offer, or special pricing, or which requires any user to click the coupon to reveal the code(s).
• You may not advertise any coupon code, special offer, or special pricing that you did not obtain from our Affiliate Program, including coupon codes, special offer, or special pricing from marketing emails, paid search, or any other non-Affiliate advertising campaigns, unless the coupon code, special offer, or special pricing are also provided in our Affiliate Program.
• You may not give the appearance that any ongoing EBMC coupon code, special offer, or special pricing requires clicking from your website to redeem the offer.

1. • Making claims that a user must first click on a link to activate or receive an offer.
   • Presenting a button that claims to show all offers and which sets the Affiliate cookie in the background.
   • Technology that generates a click or sets the Affiliate cookie from the action of copying a coupon code or through a pop-under.
   • Claiming or otherwise representing that any coupon, offer, or pricing is exclusive to, or exclusively available from, you.

• Sub-Affiliate Networks
  • You may promote EBMC through a sub-affiliate network provided, however, that you are transparent regarding where traffic from your sub-affiliate(s) originated. You must ensure that all sub-affiliates promoting Stripe’s Affiliate Program adhere to these Terms. Sub-affiliate networks must receive our written approval prior to allowing any type of coupon sub-affiliate to promote the Affiliate Program.
  • You are responsible for the acts or omissions of any sub-affiliate promoting Stripe on your behalf as though such acts or omissions were performed directly by you. Failure to comply with these sub-affiliate network terms may result in your suspension from the Affiliate Program, termination of this Agreement, and/or forfeiture of commissions relating to Submitted Applications made through any sub-affiliate that does not comply with these Terms.
  • You will ensure your sub-affiliates follow all of Our terms: You have the right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliate’s compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.

1. Disclaimer

You hereby acknowledge that EBMC makes no claims that have been evaluated by the Food and Drug Administration. No EBMC product is intended to diagnose, treat, cure, or prevent any disease.

1. Dispute Resolution

All disputes, controversy or claims arising out of or in connection with or in relation to the contract, including any question regarding its existence, validity or termination, shall be submitted to and be subject to the exclusive jurisdiction of the courts of the Province of British Columbia (including the Supreme Court of Canada) and construed solely in accordance with the laws of British Columbia and the laws of Canada applicable therein.  The parties irrevocably submit to the jurisdiction of such courts to finally adjudicate or determine any suit, action or proceedings arising out of or in connection with this Agreement.

1. Assignment

Neither this Agreement nor any of the rights or duties of the Affiliate shall be assigned, transferred or conveyed by the Affiliate, by operation of law or otherwise, nor shall this Agreement or any rights of the Affiliate enure to the benefit of any trustee in bankruptcy, receiver, creditor, trustee or successor of the Affiliate’s business or of its property, whether by operation of law or otherwise, or to a purchaser of all of the shares of the Affiliate or to a purchaser of the entire business or substantially all of the assets of the Affiliate, without the prior written consent of EBMC.

• Conformity with Local Laws
  • The rights and obligations of the parties under this Agreement shall be subject to all applicable laws, orders, regulations, directions, restrictions and limitations of the governments having jurisdiction of the parties. In the event, however, that any law, order, regulation, direction, restriction or limitation, expropriation, seizure or interpretation thereof shall in the judgment of either party substantially alter the relationship between the parties under this Agreement, or the advantages derived from such relationship, either party may request the other party to modify this Agreement, and if, within sixty days subsequent to making such request, the parties are unable to agree upon a mutually satisfactory modification of this Agreement, then the adversely affected party may terminate this Agreement on thirty days’ notice given to the other party.
  • Any provision or provisions of this Agreement which in any way contravene the law of any province, state or country in which this Agreement is effective, shall in such province, state or country, to the extent of such contravention of law, be deemed severable and shall not affect any other provision or provisions of this Agreement.
  • The parties shall each at its own expense in its own countries, take such steps as may be required to satisfy the laws and requirements of the respective countries with respect to declaring, recording, or otherwise rendering this Agreement valid.

• Severability
  • The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

• Language
  • Upon execution, this Agreement may be translated into the other official language of the Territory provided, however, that in the event of any diversion between the English version and any other version, the English version shall prevail.

1. Extended Meanings
   • Words importing the singular number include the plural and vice versa and words importing gender include all genders.

• Interpretation not Affected by Headings
  • The division of this Agreement into paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

• Entire Agreement
  • This Agreement constitutes the entire agreement of all the parties with respect to the subject-matter hereof and, except as stated in this Agreement and in the instruments and documents to be executed and delivered pursuant to it, contains all of the representations, undertakings and agreements of all parties respecting the subject-matter. There are no representations, undertakings or agreements of any kind between all the parties respecting the subject-matter hereof except those contained in this Agreement.
  • In the event a provision contained with a term in the body of this Agreement, the term contained in the body of this Agreement shall take precedence.