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Listings

Listings Privacy Policy

Policy Updated:  1/july/2020

Who We Are

This Privacy Policy sets out our commitment to protecting the privacy of personal information provided to us, or otherwise collected by us, offline or online, including through our website (www.wellnessparrot.com). In this Privacy Policy we, us or our means wellnessparrot ABN 23 212 891 558.

1. Listings Privacy Policy

1.1 Personal information

The types of personal information we may collect about you include:

  • your name
  • images of you
  • your contact details, including email address, mailing address, street address and/or telephone number
  • your age and/or date of birth
  • your credit card or payment details (through our third party payment processor)
  • your preferences and/or opinions
  • information you provide to us through customer surveys
  • details of products and services we have provided to you and/or that you have enquired about, and our response to you
  • your browser session and geo-location data, device and network information, statistics on page views and sessions, acquisition sources, search queries and/or browsing behaviour
  • information about your access and use of our Site, including through the use of Internet cookies, your communications with our Site, the type of browser you are using, the type of operating system you are using and the domain name of your Internet service provider
  • additional personal information that you provide to us, directly or indirectly, through your use of our Site, associated applications, associated social media platforms and/or accounts from which you permit us to collect information
  • any other personal information requested by us and/or provided by you or a third party

We may collect these types of personal information directly from you or from third parties.

Collection and use of personal information

We may collect, hold, use and disclose personal information for the following purposes:

  • to enable you to access and use our Site, associated applications and associated social media platforms
  • to contact and communicate with you
  • for internal record keeping, administrative purposes, invoicing and billing purposes
  • for analytics, market research and business development, including to operate and improve our Site, associated applications and associated social media platforms
  • to run competitions and/or offer additional benefits to you
  • for advertising and marketing, including to send you promotional information about our products and services and information about third parties that we consider may be of interest to you
  • to comply with our legal obligations and resolve any disputes that we may have

1.2 Collection and use of personal information

We may collect, hold, use and disclose personal information for the following purposes:

  • to enable you to access and use our Site, associated applications and associated social media platforms
  • to contact and communicate with you
  • for internal record keeping, administrative purposes, invoicing and billing purposes
  • for analytics, market research and business development, including to operate and improve our Site, associated applications and associated social media platforms
  • to run competitions and/or offer additional benefits to you
  • for advertising and marketing, including to send you promotional information about our products and services and information about third parties that we consider may be of interest to you
  • to comply with our legal obligations and resolve any disputes that we may have

1.3 Disclosure of personal information to third parties

We may disclose personal information to:

  • our employees, contractors and/or related entities
  • anyone to whom our business or assets (or any part of them) are, or may (in good faith) be, transferred
  • credit reporting agencies, courts, tribunals and regulatory authorities, in the event you fail to pay for goods or services we have provided to you
  • courts, tribunals, regulatory authorities and law enforcement officers, as required by law, in connection with any actual or prospective legal proceedings, or in order to establish, exercise or defend our legal rights
  • third parties, including agents or sub-contractors, who assist us in providing information, products, services or direct marketing to you. This may include parties located, or that store data, outside of Australia
  • third parties to collect and process data, such as Google Analytics or other relevant businesses. This may include parties that store data outside of Australia

By providing us with personal information, you acknowledge that some third parties may not be regulated by the Privacy Act and the Australian Privacy Principles in the Privacy Act and if any third party engages in any act or practice that contravenes the Australian Privacy Principles, it would not be accountable under the Privacy Act and you will not be able to seek redress under the Privacy Act.

1.4 Your rights and controlling your personal information

Choice and consent: Please read this Privacy Policy carefully. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with this Privacy Policy. You do not have to provide personal information to us, however, if you do not, it may affect your use of this Site or the products and/or services offered on or through it.

Information from third parties: If we receive personal information about you from a third party, we will protect it as set out in this Privacy Policy. If you are a third party providing personal information about somebody else, you represent and warrant that you have such person’s consent to provide the personal information to us.

Restrict: If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by contacting us using the details below.

Access: You may request details of the personal information that we hold about you. An administrative fee may be payable for the provision of such information.

Correction: If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us using the details below. We will take reasonable steps to correct any information found to be inaccurate, incomplete, misleading or out of date.

Complaints: If you wish to make a complaint about how we have handled your personal information, please contact us using the details below and provide us with full details of the complaint. We will promptly investigate your complaint and respond to you, in writing, setting out the outcome of our investigation and the steps we will take to deal with your complaint

Unsubscribe: To unsubscribe from our e-mail database or opt-out of communications (including marketing communications), please contact us using the details below or opt-out using the opt-out facilities provided in the communication.

2. Security

2.1 Storage and security

We are committed to ensuring that the personal information we collect is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the personal information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.

We cannot guarantee the security of any information that is transmitted to or by us over the Internet. The transmission and exchange of information is carried out at your own risk. Although we take measures to safeguard against unauthorised disclosures of information, we cannot assure you that the personal information we collect will not be disclosed in a manner that is inconsistent with this Privacy Policy.

2.2 Cookies and web beacons

We may use cookies on our Site from time to time. Cookies are text files placed in your computer’s browser to store your preferences. Cookies, by themselves, do not tell us your email address or other personally identifiable information. However, they do allow third parties, such as Google and Facebook, to cause our advertisements to appear on your social media and online media feeds as part of our retargeting campaigns. If and when you choose to provide our Site with personal information, this information may be linked to the data stored in the cookie.

We may use web beacons on our Site from time to time. Web beacons (also known as Clear GIFs) are small pieces of code placed on a web page to monitor the visitor’s behaviour and collect data about the visitor’s viewing of a web page. For example, web beacons can be used to count the users who visit a web page or to deliver a cookie

2.3 Links to other websites

Our Site may contain links to other websites. We do not have any control over those websites and we are not responsible for the protection and privacy of any personal information which you provide whilst visiting those websites. Those websites are not governed by this Privacy Policy.

Listings Refund Policy

Listings User Agreement

Listings Terms of Service

WellnessParrot intellectual property policy

WellnessParrot provides customers with a healthier, ethical selection of goods and creates a fantastic Wellness Lover experience. WellnessParrot does not allow listings that violate the intellectual property rights of brands or other rights owners.

This page provides information about intellectual property (IP) rights and common IP concerns that might arise when selling on WellnessParrot. This is not legal advice. You should consult a lawyer if you have a specific question about your IP rights or the IP rights of others.

Copyright

  1.  What is a copyright? A copyright protects original works of authorship, such as videos, movies, songs, books, musicals, video games, paintings, etc. Generally, copyright law is meant to incentivize the creation of original works of authorship for the public’s benefit. To receive copyright protection, a work of authorship must be created by an author, and must have some amount of creativity. If you are the author of an original work, you typically own the copyright.
  2. Protection usually arises when creating a work, without a need for a registration, certification or other formal act.
  3.  How do I know if I own the copyright to one or more of the images that I am using on the detail page?A person who authors an original work owns the copyright for that work. If you take a photo of your product, you generally have copyright protection in the photo you took, and you can use that photo on your product detail page to sell that product. However, if you find a photo on someone else’s website, you should not upload that photo to a product detail page without the other person’s approval.
  4. Example: The soap brand owner took the photos of the soaps shown below and owns the copyright to the images of the soaps. If a seller were to copy these images to sell their product on another product detail page, that seller could be violating the rights owner’s copyright in the images of the sheets.                                           Note:  When you add your copyrighted image to a product detail page, you grant WellnessParrot and its affiliates a licence to use the material. Other sellers can list their items for sale on pages to which you have added your copyrighted images, even if you no longer sell that product. To ensure that you are not violating someone’s copyright, make sure that you only upload images or text that you have created yourself or for which you have the copyright holder’s approval to upload.
  5. How do I know if I own the copyright for the product that I am selling? It is important to make sure that the goods that you are selling do not violate a copyright, or you could lose your selling privileges and face potential legal consequences.
  6. There are rules around importing physical books for sale in some countries (ex:Australia). You may violate copyright if you do not comply with these. These rules apply even if the book is genuine and lawfully purchased from the overseas copyright owner.
  7. There are several exceptions to these rules. For instance, you can import a physical book for sale without the ex:Australian copyright owner’s permission if the book was not published in Australia within 30 days of its first publication overseas. There are also other circumstances where the importation of genuine books may be lawful. We recommend you consult a lawyer to determine if any of the exceptions apply to you.

Trademark

  1.  What is a trademark?A trademark is a word, symbol, or design or a combination of these (such as a brand name or logo) that a company uses to identify its goods or services and to distinguish them from other companies’ goods and services. In other words, a trademark indicates the source of goods or services. Generally, trademark laws exist to prevent customer confusion about the source of goods or services.
  2. Example: “WellnessParrot” is a trademark that we use for many of our goods and services.  
  3.  A trademark owner usually protects a trademark by registering it with a country-specific trademark office (such as IP Australia). In some cases, a person or company might have trademark rights that are only based on the use of a mark in commerce, even though the mark was never registered with a country-specific trademark office. Those rights are known as common law trademark rights and can be more limited.
  4.  What do trademarks protect? Generally, trademark law protects sellers of goods and services from customer confusion about who provides, endorses, or is affiliated with particular goods or services. A trademark owner might be able to stop others from using a particular mark, or a confusingly similar mark, if using the mark is likely to cause a customer to be confused about whether the product being sold is the trademark owner’s product.
  5.  What types of trademarks are displayed on WellnessParrot? Trademarks are often displayed on WellnessParrot’s product detail pages in the form of product and brand names listed on a product detail page. 
  6.  IP Australia offers resources to learn more about trademarks.
  7.  Do I always need the rights owner’s approval to use a trademark? Just because you are not the owner or licensee of a trademark, does not necessarily mean that you cannot sell another company’s product. The use of a trademark will be infringing in Australia if the trademark is being used on the same or similar goods to those for which the mark is registered and the goods you are selling are not genuine, or if your use is likely to cause confusion as to the source, endorsement, or affiliation of the goods.
  8. Example: If you are selling a genuine Peace.handmade soaps and you are advertising the product as a Peace.handmade soaps, you might not be causing confusion as to the source or affiliation of the goods (i.e., Peace.) and, if not, are not infringing on the Peace. trademark.
  9.  As a seller, when can I use someone else’s trademark? Typically, a seller can use someone else’s trademark in the following circumstances:
    1.  When selling authentic goods, a seller may use a trademarked name to list those authentic goods. For example, a seller who lists an authentic “Peace.” product is not necessarily infringing on the owner of the Peace. trademark because the seller is using the trademark to identify an authentic product. 
    2.  When using a trademarked word in its ordinary dictionary meaning. .
    3. When making truthful statements that a product is compatible with a trademarked product.
  10.  How can I make sure that I am not violating trademark law when selling on WWellnessParrot? It is important to make sure that the goods you are selling and the content of your listings do not violate a trademark or lose your selling privileges and face potential legal consequences. When you decide to sell goods on WellnessParrot, ask yourself the following questions:
    1.  Are the goods that I am selling from a reputable distributor? 
    2. How did I acquire these goods, and will I be able to prove that they are authentic if the question arises?
    3. If you are selling authentic goods that were purchased or sold overseas, does sale in Australia infringe the Australian trademark owner’s rights? To check whether a trademark is registered in Australia you can search for the trademark on the IP Australia website
    4.  Will the way I am describing these goods cause customer confusion (for example, would something about your detail page for the generic sheet set cause customers to believe that they are purchasing a Peace. handmade soaps)? 
    5.  Did I use a brand name or trademark in a non-confusing and truthful manner to describe compatibility (generally allowed) instead of similarity (not allowed)? 
  11. The table below shows examples of correctly and incorrectly branded listings under WellnessParrot listing policy:
  12. Listing title Brand Status of listing   
  13. If you are not sure, you should consult a lawyer.
  14. What is counterfeiting? Counterfeiting is a specific type of trademark infringement. A counterfeit is an unlawful reproduction of a registered trademark — or a mark that is very similar to a registered trademark — in connection with the sale of a product that does not come from the trademark holder.
  15. Counterfeiting requires the use of a registered trademark on the product or packaging. A lookalike item sold on a separate product detail page without the improper use of a registered trademark is not a counterfeit, even though the item might look similar or identical to the trademarked product. Although not a counterfeit, lookalike items may still infringe a registered trademark.
  16. IP Australia provides some general resources for intellectual property rights owners regarding steps to prevent the importation of counterfeit goods.

Patent

  1.  What is a patent?A patent is a form of legal protection for a device, substance, method or process. To gain protection, the invention needs to be new, useful, informative or innovative. An issued patent grants its owner the right to exclude others from making, using, offering to sell or selling the invention for a fixed number of years. An Australian patent will only give you rights to commercially exploit your invention in Australia, for the term of the patent. You can also obtain patent protection overseas if required.
  2.  Are there different types of patents?There are two principal types of patents in Australia: standard patents and innovation patents. IP Australia provides general resources about the different types of patents and the registration processes involved.
  3. A standard patent gives you long-term protection and control over an invention and can last for up to 20 years from the filing date of your application (or up to 25 years for pharmaceutical substances). To claim this patent over your invention, it must be new, involve an inventive step, and be able to be made or used in an industry.
  4. Innovation patents, on the other hand, can be granted if you want protection for an invention with a short market life that might be superseded by newer innovations. These patents last up to eight years and are designed to protect inventions that do not meet the inventive threshold required for standard patents (as this type of patent requires an innovative step rather than an inventive step).
  5.  What is the difference between a patent, trademark and a copyright? A patent is different from a trademark in that it protects an invention (such as a new machine) rather than a word or logo used to identify the source of the product (such as the brand name of the product). A patent is different from a copyright in that it does not protect the expressive content of a creative work like a book or a picture, but protects a specific invention, such as a new method of printing books or a new type of camera.
  6. IP Australia provides general resources to learn more about patents.
  7.  How can I make sure that I do not violate someone’s patent when selling on WellnessParrot? The manufacturer or authorized distributor of a product might be able to assist you with patent-related issues. If you are unsure whether your content or product violates someone else’s patent, you should consult a lawyer before listing on WellnessParrot.

Designs

  1.  What is a design? A design is a form of legal protection for the appearance of the entire product or a part of it which results, in particular, from the characteristics of line, contours, colours, form, surface structure and/or materials of the product and or the decoration.
  2.  How can I make sure that I do not violate someone’s design when selling on WellnessParrot?The manufacturer or distributor of a product might be able to assist you with design-related issues. If you are unsure whether your content or product violates someone else’s design, you should consult a lawyer before listing on WellnessParrot.
  3. IP Australia provides general resources to learn more about designs and the registration process.

I Need Help! My account received a warning or suspension

  1.  What happens when I receive a warning that my listing is being removed due to a report of intellectual property rights infringement? What if I own the rights to the intellectual property? If you receive a warning for infringement, you will have several options to appeal or dispute the claim:
    1. If you receive a warning for a product you never listed on WellnessParrot, reply to the notification you received and let us know that you have never listed the reported product. We will investigate to determine if an error occurred and reinstate your content if appropriate. 
    2. If you have an established relationship with the rights owner who submitted the complaint (licence, manufacturing or distribution agreement), we encourage you to contact the rights owner and request that the complaint gets retracted. If we receive a retraction from the rights owner, your content may be reinstated. The rights owner’s contact information is provided in the warning that you received.
    3. Trademark Response: If you believe that a rights owner, or WellnessParrot, made an error when removing your product listing for counterfeiting or trademark infringement, reply to the notification that you received and provide specific reasons as to why you believe that a mistake was made. Provide any invoice or Order ID that demonstrates the authenticity of the product. We will then re-evaluate the notice and your content may be reinstated.
    4. Patent response: If you believe that a rights owner, or WellnessParrot, made an error when removing your product listing for patent infringement, reply to the notification that you received and provide specific reasons as to why you believe that a mistake was made. 
  2.  What do I do if I have received multiple warnings of intellectual property infringement? If you have received multiple warnings of intellectual property infringement and you believe that you are selling authentic products, appeal via your seller account with the following information:
  3. A list of the SKU and at least one of the following:
    1. Invoices proving the authenticity of your products; or
    2. Order IDs demonstrating product authenticity; or
    3.  An authorisation letter from the rights owner (that is not a forwarded email).  
  4.  What do I do if my account has been suspended? If your account has been suspended as a result of rights holders submitting notices of intellectual property infringement against your products or content, you can provide us with a viable Plan of Action that includes the following information:
    1. The reasons that you were selling allegedly infringing products and or uploaded allegedly infringing content.
    2. The steps that you have taken to ensure that you are no longer infringing.
    3. How you will avoid infringement in the future.
    4. Any other pertinent information.
  5. You should reply your Plan of Action via your suspension notification that you received. We will evaluate your Plan of Action and determine if your account may be reinstated. Note that WellnessParrot terminates the accounts of repeat infringers in appropriate circumstances.
  6.  What if I did not know that I was violating someone’s intellectual property? Sellers are expected to follow the law and WellnessParrot’s policies. WellnessParrot takes claims of intellectual property infringement seriously. Even if a seller is infringing on someone’s intellectual property without being aware of it, we will still take action and the seller’s account might receive a warning or be suspended. You should consult a lawyer for help to ensure that your business has the right procedures in place to prevent IP infringement.

 

Ask Well (forum)

Forum Privacy Policy

Forum User Agreement

Forum Terms of Service

Seller Privacy Policy

If you purchase a subscription (= plan) at WellnessParrot, your subscription will continue for each subscription period until you cancel. You will be charged for each subscription period for the cost of the applicable products and sales tax. You may make changes to or cancel your subscription at any time, as set forth below. There is no additional fee associated with the subscription, and there is no minimum purchase obligation.

AUTO-RENEWAL AND RECURRING CHARGES APPLY. By purchasing a subscription, you agree that WellnessParrot (or its third-party payment processor) may charge you an initial and recurring subscription fee, without further authorization from you, at our then-current subscription rate. You accept responsibility for all recurring charges and your subscription will continue until you cancel your subscription. WellnessParrot will notify you before each recurring charge. There is no minimum purchase obligation.

CANCELLATION. You may cancel your subscription at any time. To cancel, log in to your WellnessParrot account, click the “subscriptions” tab, then click “cancel.” You may also cancel by contacting us. If you cancel before the next recurring payment is charged, your subscription will automatically terminate and WellnessParrot will not charge your payment provider for any subsequent subscription period. 

MANAGE YOUR SUBSCRIPTIONS. You can manage or make changes to your subscriptions at any time by logging into your WellnessParrot account, clicking “subscriptions” and following the prompts (e.g., view the status of your subscriptions, add or reactivate a subscription). Any changes you make will be reflected in your next payment.

You agree that we may terminate or suspend your subscription for any reason at any time in our sole discretion.

Seller Refund Policy

Seller User Agreement

Seller Terms of Service

Affiliate

Affiliate Privacy Policy

All WellnessParrot Affiliates are required to complete agreement and remain in compliance with these terms. This list contains everything you need to know to be a WellnessParrot affiliate, including resources, recommendations, and some fun legal stuff.

 

If you’re not yet part of the WellnessParrot Affiliate Program, you can apply here.

 

If you ever need anything else or have questions, feel free to reach out to the team at Seller@WellnessParrot.com

 

 

Last Modified: March 30, 2022

 

Commission

 

  1. Commission Rates. Available commissions are set forth in the Affiliate Tool. Commissions may be based on either purchase or signup (not both), and purchase commissions may be calculated based on monthly or annual purchases at the rates set forth in the Affiliate Tool.

 

  1. Limitations:

 

  1. For purchase commissions, you will receive commission for the first purchase made by a new customer who is not in an active sales process with us at the time of the affiliate link click.

 

 

  1. The customer needs to be an active customer for the locking period in the Affiliate Tool.

 

  1. Affiliate links may rely on cookies to track referrals. Therefore if cookies get cleared, we may not be able to track these events.

 

  1. Cookie windows are stated in the Affiliate Tool.

 

  1. Only affiliate links can be used to track referrals. Incorrect use of affiliate links will cause inability to track referrals.

 

  1. You cannot use affiliate links to refer clients you are servicing. You’ll need to join the Solutions Partner Program and register them as a lead. You also can’t be a billing contact or user of the account referred.

 

  1. Fraudulent or stolen attribution is a non payable event. If we suspect fraud (for example, if we see that signups are all from the same city or IP address) we may require you to prove that the referrals are valid.

 

There are a number of other limitations that may result in commission not being paid – we encourage you to read the Marketing Affiliate Program Agreement for more information on this.

 

  1. Upgrades/downgrades. You do not receive additional commission if a customer upgrades to a higher tiered product in the future. If a customer downgrades, you will receive the commission associated with that downgrade.

 

  1. Attribution. In the event a single customer clicks two different affiliate links, the last affiliate gets the credit. We do, however, reserve the right to modify this in certain circumstances. 

 

Promoting WellnessParrot

 

  1. WellnessParrot Branding

 

Do:

 

Capitalize the “P” in “WellnessParrot”. You’d be surprised at how many times that doesn’t happen. Sigh.

 

You must follow our style guide, our Trademark Usage Guidelines here, and our Content Usage Guidelines here.

 

Do Not:

 

Use false or misleading statements on the benefits of using WellnessParrot (e.g. “Get rich quick with WellnessParrot”).

 

Modify or adjust the WellnessParrot wordmark or sprocket logo in any sort of marketing material you might create, including the creation of any visual badges or dual-logo lockups.

 

  1. What to call yourself

 

As we have multiple ways to partner with WellnessParrot and several ways to reference those relationships, here are some guidelines around what you can and cannot call yourself within the WellnessParrot Affiliate Program.

 

Do: Say you’re a “WellnessParrot Marketing Affiliate” or “Marketing Affiliate”.

 

Do Not: Refer to yourself as a Partner or that you’ve “partnered with WellnessParrot.” This includes press releases, references in videos, listings on your website, or in any other marketing material you may be using.

 

  1. Buying Ads

 

You will not purchase ads that direct to your site(s) or through an affiliate link that could be considered as competing with WellnessParrot’s own advertising, including, but not limited to, our branded keywords. If running ads, you need to direct the ad to your own website (and not to WellnessParrot.com or a standalone landing page).

 

Policies that don’t fit into the other buckets

 

Survey Participation: We would encourage you to participate in any affiliate-specific NPS surveys, industry surveys, marketing surveys, etc. as we request.

Sharing Placements: When requested, you’ll share the places you’ve used your affiliate link. This includes, but is not limited to, links, screenshots, and email sends.

Purchasing WellnessParrot yourself: One of the benefits of the Affiliate Program is we don’t require you to purchase WellnessParrot products. Though if you decide to purchase, we require that you do not use your own affiliate link.

App Partner Program: When promoting WellnessParrot for the App Partner Program, you are not allowed to use an affiliate link.

Solutions Partner Program: If you’re also part of one of WellnessParrot’s other commission programs, you will only receive commission for either that program or the affiliate program depending on whether you registered the lead or the customer went through your affiliate link. When working with clients, you are not allowed to use your affiliate link. You must join the Solutions Partner Program to refer clients.

You must be FTC compliant and disclose in a clear way before the affiliate link that you will receive commission if someone clicks through and purchases.

Affiliate User Agreement

Last Modified: March 2, 2021

 

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.

 

This is a contract between you (the “Affiliate”) and us (“WellnessParrot”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

 

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”).  These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

 

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

 

Definitions

 

“WellnessParrot Affiliate” means a company owned, operated or controlled by WellnessParrot.

 

“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.

 

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.  

 

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

 

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

 

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

 

“Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

 

“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

 

“Customer” means the authorized actual user of the WellnessParrot Products who has purchased or signed up for the WellnessParrot products after being an Affiliate Lead.

 

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

 

“Customer Data” means all information that Customer submits or collects via the WellnessParrot Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the WellnessParrot Products.

 

“WellnessParrot Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

 

“WellnessParrot Products” means both WellnessParrot and WellnessParrot’s Seller’s Subscription Services and Products.

 

“Program Policies Page” means the landing page: https://wellnessparrot.com/legal/#affiliate where we will provide all the up to date guidelines and policies for the Affiliate Program.

 

“Products” means those products and services that we and WelnessParrot’s Seller offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

 

“Subscription Service” means our web-based sales membership that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.WellnessParrot.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

 

“We”, “us”, “our”, and “WellnessParrot” means WellnessParrot.

 

“You” and “Affiliate” means the party, other than WellnessParrot, entering into this Agreement and participating in the Affiliate Program.

 

Non-Exclusivity

 

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

 

Affiliate Acceptance

 

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

 

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

 

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our WellnessParrot Partner Programs, including our Solutions Partner Program or our App Partner Program. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

 

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

 

Customer Transactions 

 

Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.  The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Sales Hub Professional, and there is a subsequent purchase by that same customer for an additional user of Sales Hub Professional for the same subscription, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of WellnessParrot Products by that same Customer.

Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii)  a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or WellnessParrot Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program or Sales Solutions Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment or commission under another Program at WellnessParrot, that payment amount  will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Solutions Partner Program (as defined in the SolutionsPartner Program Agreement). In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. 

Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by WellnessParrot. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects.  Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between WellnessParrot and an Affiliate Lead will be at WellnessParrot’s discretion.

Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the  Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool. 

 

Training and Support

 

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

 

Trademarks

 

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

 

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

 

Proprietary Rights 

 

WellnessParrot’s Proprietary Rights.  No license to any software is granted by this Agreement. The WellnessParrot Products are protected by intellectual property laws. The WellnessParrot Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the WellnessParrot Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the WellnessParrot Content, or the WellnessParrot Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use WellnessParrot Content, you must comply with our Content Usage Guidelines here. WellnessParrot, the Sprocket Design, the WellnessParrot logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates and partners to comment on the WellnessParrot Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the WellnessParrot Products, without payment to you.

Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the WellnessParrot Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

 

Confidentiality  

 

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) WellnessParrot customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

 

Opt Out and Unsubscribing

 

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

 

Term and Termination

 

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause.  Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination.  Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

 

Affiliate Representations and Warranties

 

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision WellnessParrot with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

 

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a WellnessParrot Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with WellnessParrot’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase WellnessParrot products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.  

 

Indemnification

 

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

Disclaimers; Limitations of Liability

 

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE WELLNESSPARROT PRODUCTS, WELLNESSPARROT CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE WELLNESSPARROT PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WELLNESSPARROT PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WELLNESSPARROT SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

 

General

 

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://wellnessparrot.com/legal/#affiliate. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the WellnessParrot Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the WellnessParrot Products to prohibited countries or individuals or permit use of the WellnessParrot Products by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To WellnessParrot, Inc.: WellnessParrot, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel

To you: your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the WellnessParrot Products or dependent on any oral or written public comments made by us regarding future functionality or features of the WellnessParrot Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the WellnessParrot Products, our trademarks, or any other property or right of ours.

Sales by WellnessParrot. This Agreement shall in no way limit our right to sell the WellnessParrot Products, directly or indirectly, to any current or prospective customers.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

 

Exhibit A

 

WellnessParrot – GDPR Data Processing Addendum (Affiliates)

 

This Data Processing Addendum (“Addendum”) sets out the terms that apply as between WellnessParrot and Marketing Affiliate when processing EEA personal data in connection with the Marketing Affiliate Program.  This Addendum forms part of the Marketing Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Marketing Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.  

 

Definitions: (a) “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.

Purposes of processing.  The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data.  Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.

Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, WellnessParrot shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Marketing Affiliate Program.

Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data.  Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.

International transfers.  Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU  unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to WellnessParrot and WellnessParrot is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), WellnessParrot agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. WellnessParrot agrees that it is a “data importer” and the Marketing Affiliate is the “data exporter” under the Model Clauses (notwithstanding that WellnessParrot may be an entity located outside of the EEA).

Security.  Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.

Affiliate Terms of Service

Happy Flock Coin & Wallet

Happy Flock Coin & Wallet Privacy policy

Happy Flock Coin & Wallet Refund Policy

Happy Flock Coin & Wallet User Agreement

Happy Flock Coin & Wallet Terms of Service

StartUp Privacy Policy

StartUp Refund Policy

StartUp Agreement

StartUp Terms of Service

Shop Well (shopping)

Product subscription Terms of Services

Wholesaler

wholesaler Terms of Services

Third Party Products

Affiliate links Terms of Services

THIRD PARTY PRODUCTS, SERVICES AND DOWNLOADS: ​This Website and other Future Sites or Servers may feature products and services of third parties (“Products and Services”) or contain links to websites operated by third parties (“Third Party Websites”). Future does not have any influence or control over any such Products or Services or any Third Party Website. Unless otherwise stated, Future is not responsible for and does not endorse any Products or Services or any Third Party Website, or its availability or contents. Future is not responsible for any agreement or understanding you enter into with a third party through a Third Party Website and/or in relation to any Products or Services. While Future aims to provide unbiased editorials we wish to disclose that (i) we occasionally receive free products from marketers that we sometimes review or discuss in our editorials, and (ii) we may run advertisements on our sites concerning some of those products or companies that sell them (and other products sold by such companies) for which we sometimes receive compensation, and (iii) we may sell these products within our stores, and (iv) we may use affiliate links to products and or services for which we sometimes receive compensation. Future is a participant in a number of affiliate advertising programs. For instance, we participate in the Amazon Services LLC Associates Program/Commission Factory, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com.au/NourishedLie.com.au.

DOWNLOADS: ​You acknowledge and agree in relation to any downloads which are accessed on or via a Future Site (“Download”) that (i) you have a right of license to such Download, you do not own any intellectual property rights in such Download and your use of such Download may be subject to an applicable end user license agreement; (ii) you are not permitted to modify, copy, commercially exploit, re­sell or otherwise use a Download in any way which is contrary to applicable laws or regulations. Y​our attention is drawn to section 7 of these Terms and Conditions, which you should read carefully before commencing any Downloads.​

 You may contact us online concerning our Privacy Policy, or write to us at the following address:

 
WellnessParrot Data Privacy Management
Suite 519 12B Anzac Square Arcade – 198 Adelaide Street
Brisbane CBD QLD 4000 Australia

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