|Conversion action||Online purchase with processed valid payment|
|Cookie days||120 day(s)|
|Commission type||Percent of Sale|
JASE Medical LLC.
INDEPENDENT AFFILIATE AGREEMENT
This Independent Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between JASE MEdical LLC (“Jase”), with an address of, 2825 E Cottonwood Pkwy Suite 500, Cottonwood Heights, UT 84121 United States and the Affiliate identified below (“Independent Affiliate”or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
The Independent Affiliate Program. Independent Affiliate agrees to provide to Jase under the terms and conditions of this Agreement, services (the “Services”) in connection with Jase’s Independent Affiliate Program (the “Program”). As part of the Services, Independent Affiliate will generate and post content (including, without limitation, text, videos and images) regarding Jase brand and Jase products on Independent Affiliate’s dedicated Jase Web page (the “Affiliate Page”) and on Affiliate's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Independent Affiliate agrees to:
Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner. Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools and other resources in performing the Services but Jase will provide to Independent Affiliates certain informational materials to facilitate the creation of Independent Affiliate's created content to his/her Affiliate Page and/or Social Channels (such templates and other materials are collectively referred to as the “Jase Materials”).
Will be responsible for (i) creating and editing the Content and (ii) either emailing to Jase such Content to upload to the Affiliate Page or posting such Content on the Social Channels. All such Content that is uploaded to the Affiliate Page will be posted to the Affiliate’s Page subject to prior review by Jase. Jase has the right to remove any Content from the Affiliate’s Page. It is understood and agreed that the Independent Affiliate will be an independent contractor, is not and will not be considered an agent or employee of Jase (or any of its affiliates or related entities), and shall have no authority to bind Jase (or its affiliates or related entities) by contract or otherwise.
Independent Affiliate agrees that they will not: (i)
Make any derogatory statements about Jase and/or Jase products
Link to any third-party websites, other than the Social Channels, on the Affiliates Page or otherwise redirect visitors of the Affiliates Page to third-party websites.
Resell or distribute any Jase products, including those received for free or as gifts, for commercial purposes, other than via the Affiliates Page. Promote Jase products, the Jase brand, or the Program and/or the Affiliate Page via any paid media channels.Promote Jase products, the Jase brand, the Program and/or the Affiliate’s Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate.Engage in any fraudulent transactions, as reasonably determined by Jase, including without limitation making transactions from the Affiliate’s IP addresses or computers under the Affiliate's control.
In consideration for the Services, Jase will pay to the Independent Affiliate a percentage of the Net Revenue (as defined below) collected by Jase in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Jase from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Jase product(s) via the Affiliates Page that are made by a method of payment accepted by Jase. The Commission is also only paid to Independent Affiliate if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Jase using its standard methodologies. Jase will pay the Independent Affiliate its Commission on the 28th day of each month. Commissions due hereunder will be made by Jase to Independent Affiliate through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Affiliate is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Jase for purposes of receiving the payments set forth herein. Jase is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Jase, including without limitation any transactions originating from Affiliate 's IP addresses or computers under the Affiliate's control.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Jase's business technology, business relationships or financial affairs which Jase has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Jase from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Affiliate will not, at any time, without Jase's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Jase, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Jase. Independent Affiliate will cooperate with Jase and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Affiliate will deliver to Jase all copies of Confidential Information in Independent Affiliate's possession or control upon the earlier of a request by Jase or termination of this Agreement for any reason. Information of Third Parties. Independent Affiliate understands that Jase is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Jase to protect or refrain from use of Confidential Information. Independent Affiliate agrees to be bound by the terms of such agreements in the event Independent Affiliate has access to such Confidential Information.
Intellectual Property Rights.
Independent Affiliate hereby grants to Jase and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns: Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Affiliate in section 2 hereof. Independent Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Affiliate’s promotional purposes, in any and all media now known or hereafter developed.With respect to Content which portrays Independent Affiliate’s face, body and voice (the “Restricted Materials”), Jase shall have the right to use the Restricted Materials upon prior approval from Independent Affiliate.
Independent Affiliate hereby grants to Jase and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Jase in connection with the Program or (ii) otherwise created by Independent Affiliate in connection with the Services, (collectively, the “Other Developments”)
Jase Materials and Trademark.
Except for Independent Affiliate's limited right to use the Jase Materials solely in connection with performing the Services, Jase retains all right title and interest in the Jase Materials, including all related intellectual property rights. Jase hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display Jase's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Independent Affiliate agrees that any use of the Marks:
Will comply with Jase's quality standards and trademark guidelines, which may be provided by Jase to Independent Affiliate from time to time
Will solely inure to the benefit of Jase. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Independent Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Affiliate's provision of the Services hereunder. Independent Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Jase products, the Jase brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Independent Affiliate Social Channels.
In connection with performing the Services, Independent Affiliate may link certain of his or her Social Channels to the Affiliate Page. If Independent Affiliate so elects, Jase may link to, and stream content from such Social Channels on its websites, social media channels and in other Jase advertising and promotional materials.
Representations and Warranties.
Independent Affiliate represents and warrants that:
He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Jase Materials;
The Content and Other Developments are Independent Affiliate's original work
Use of the Content and Other Developments by Jase will not infringe or involve the misappropriation of any third party rights. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Affiliate. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Jase for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides
Independent Affiliate shall indemnify and hold Jase, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Affiliate's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate’s IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Jase may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice if the Independent Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of Jase, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL JASE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “JASE PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE JASE PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH JASE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE JASE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within New York City.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Independent Affiliate and Jase agree that it would be impossible or inadequate to measure and calculate Jase's damages from any breach by Independent Affiliate of this Agreement. Accordingly, Independent Affiliate and Jase agree that if Independent Affiliate breaches this Agreement; Jase will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Independent Affiliate and Jase further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Affiliate and Jase, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Jase to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Jase unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Jase and Independent Affiliate, this Agreement constitutes the entire agreement between Independent Affiliate and Jase with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Affiliate without the express written consent of Jase. Jase may assign any or all of its rights and obligations under this Agreement without Independent Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Jase's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns
For Qualifying Orders in a calendar month, Jase will pay the Independent Affiliate commission payments in accordance with the following commission percentage of 5% of Jase Case net revenue, with the exception that Jase could have promos that could go to higher percentages as incentive, all details of such promos to be at Jase's sole discretion and communicated to Independent Affiliate in due time:
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Jase Medical Products that are purchased pursuant to such Qualifying Order.
WHAT PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device.
Additionally, as you browse the Site, we collect information about the individual web pages, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically collected information as Device Information.
We collect Device Information using the following technologies:
Also, when you attempt or enter into a transaction on or through the Site, we collect certain information from you, which may include your name, billing address, shipping address, payment information (including credit card numbers), email address, and phone number. This is called Transaction Information.
HOW DO WE USE YOUR PERSONAL INFORMATION
We use the Transaction Information that we collect generally to complete any transactions placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or transaction confirmations).
Additionally, we use this Transaction Information to:
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site.
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above.
We also use Google Analytics to help us understand how affiliates and customers use Jasemedical.com. How Google uses your Personal Information.
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful requests for information we receive, or to otherwise protect our rights.
We use your Personal Information to provide you with targeted information or marketing communications we believe may be of interest to you.
If you are a European resident, you have the right to access the personal information we hold about you and to ask that your personal information is corrected, updated, or deleted. If you would like to exercise this right, please contact us.
Additionally, if you are a European resident we note that we are processing your information in order to fulfil contracts we might have with you (for example if you transact through the Site), or otherwise to pursue our legitimate business interests listed above.
Please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you enter into a transaction through the Site, we will maintain your Transaction Information for our records unless and until you ask us to delete this information.
The Site is not intended for individuals under the age of 18.
If you have questions and/or require more information, do not hesitate to contact us [email protected]