Affiliate Agreement

AFFILIATE AGREEMENT FOR PARTICIPANTS WITH WEBSITES

AFFILIATE AGREEMENT FOR PARTICIPANTS WITHOUT WEBSITES

AFFILIATE AGREEMENT FOR PARTICIPANTS WITH WEBSITES

This Affiliate Agreement contains the complete conditions and terms that apply to an entity or individual's participation in the Health and Yoga Affiliate Program (the "Program"). As used in this Agreement, "Health and Yoga/our/we/us/" means Health and Yoga and "you" means the Applicant. "Site" means a World Wide Web Site and, depending on the context refers to either Health and Yoga Site or to Participant's Site.

I. Affiliate Program Enrollment

To start the enrollment process, you will be required to submit a completed Program application. We will accept your application in good faith and will notify you in case of rejection. We may reject your application if we determine (at our sole discretion) that your Web Site is unsuitable for the Program.

II. Icon Links on Your Site

You will be required to display on your Site a word or words, graphic image(s), or combination of words and images. The content and style of these words and images will be provided by us and within our sole discretion. You may not modify any text, icon, content, tool, trademark, or any of our images in any way.

For each selected Icon, you will also provide an electronic link to the Health and Yoga Site using an Affiliate URL provided by us ( a "Link"). It is your sole responsibility to set up the electronic Links connecting your Site to the appropriate page on the Health and Yoga Site designated for that particular Icon, and ensure that the electronic Links are in good working order.

III. Affiliate's Tracking System

The Affiliate can determine how much revenue their link has generated. This data will be displayed in chart displays using an automated process which can be accessed using the unique login and password system on the Health and Yoga site.

IV. Affiliate's Referral Fees

We will pay you referral (agent) fees on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a Link (as provided by us) from your Site to the Health and Yoga Site, purchase the product using our automated ordering system, and remit full payment to us. We will pay referral fees on any products that are subsequently purchased or added to a customer's Shopping Cart, as long as you still are a Member, in good standing, of our Network. Products and Services that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Eligible Services and Products."

We also pay referral fees on any product bought from our site by a customer referred by you for a period upto 6 months from the date of referral.

You will earn referral fees based on the Selling Price of Eligible Services and Products (as defined above), according to fee schedules to be established (and which we retain the absolute right to modify at any time) by us. "Selling Price" means the price that we sell the Products for that are listed on our Web Site Store. The Selling Price excludes costs for shipping, handling, and taxes.

V. Affiliate Fee Structure

Fifteen Percent (15%) of the Sales Price of all Eligible Products sold during a user session originating from a Link on your Web Site. Other commission rates may apply on Special Product Promotions that we may periodically establish.

VI. Affiliate Fee Schedule

We will pay you referral fees on a quarterly basis or as per your demand whichever is earlier. Within 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on products that were shipped during that period, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar month are less than $50.00, we will hold those fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated.

VII. Affiliate Order Processing

We will process product orders placed by customers who follow any Links from your Site to the Health and Yoga Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using Links from your Site to our Site and will provide you with access to reports, summarizing this sales activity.

VIII. Company Policies and Pricing

Customers who buy services and products through this Program will be deemed to be customers of Health and Yoga. Accordingly, all Health and Yoga rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services and products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect services and products that you already have listed on your Site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service or product.

IX. Limited License

We grant you a nonexclusive, revocable right to use the icon and message provided, and such other Icons and images for which we grant express permission, solely for the purpose of identifying your Site as a Program participant and to assist in generating service and product sales. You may not modify any icon, content, tool, text, trademark, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

X. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site. For example, you will be solely responsible for:

· posting Icons on your Site and linking those icons to our Site

· the accuracy and appropriateness of materials posted on your Site (including, among other things, all product-related materials)

· the technical operation of your Site and all related equipment

· ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous or otherwise illegal

· THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS. YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY OF OUR PRODUCTS. IF YOU MAKE UNSUBSTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE Health and Yoga AFFILIATE NETWORK WILL BE TERMINATED IMMEDIATELY.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Site or any breach of your obligations under this agreement.

XI. Terms of the Agreements

The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

XII. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Affiliate Gateway Site. Modifications may include, for example, changes in referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR AFFILIATE GATEWAY Site WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

XIll. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.

XlV. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

XV. Limitation of Liability

We will not be liable to you or any third party for any special, indirect or consequential damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

XVI. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

XVII. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.

XVlll. Identification of Affiliates

We may identify you or your Web Site a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

XIX. Scope of Agreement

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by both parties.

XX. Miscellaneous

This Agreement will be governed by the laws of India and the state of Delhi, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Delhi, India, and you irrevocably consent to the jurisdiction of such courts. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

IN ORDER TO BE AN AUTHORIZED MEMBER OF THE Health and Yoga AFFILIATE NETWORK, YOU MUST AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. WE ASK THAT YOU PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING. FEEL FREE TO CONTACT US WITH ANY QUESTIONS AT BY CLICKING ON ACCEPT BELOW YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND CONDITIONS

AFFILIATE AGREEMENT FOR PARTICIPANTS WITHOUT WEBSITES

This Affiliate Agreement contains the complete conditions and terms that apply to an entity or individual's participation in the Health and Yoga Affiliate Program (the "Program"). As used in this Agreement, "Health and Yoga/our/we/us/" means Health and Yoga and "you" means the Applicant. "Site" means a World Wide Web Site and, depending on the context refers to the Health and Yoga Site. “Email address” refers to your email address as mentioned on the registration form unless otherwise mentioned.

I. Affiliate Program Enrollment

To start the enrollment process, you will be required to submit a completed Program application along with a valid email address. We will accept your application in good faith and will notify you in case of rejection.

II. Your email address

You may provide your email address (as provided at the time of registration) to friends, relatives or third persons with a view to give them permission for using it on the Health and Yoga website while making a purchase. The use of your email address is the sole basis on which our system will be able to calculate referral fees due to you.

III. Affiliate's Tracking System

IV. Affiliate's Referral Fees

We will pay you referral (agent) fees on certain product sales to third parties. For a product sale to generate a referral fee, the customer must use your email address (as entered by you at the time of registration) on the Health and Yoga Site on the view cart page, purchase the product using our automated ordering system, and remit full payment to us. We will pay referral fees on any products that are subsequently purchased or added to a customer's Shopping Cart, as long as you still are a Member, in good standing, of our Network. Products and Services that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Eligible Services and Products."

We also pay referral fees on any product bought from our site by a customer referred by you for a period upto 6 months from the date of referral.

Moreover, the customer referred by you will also be entitled to a 5% discount on his purchase as an incentive for using your email address while making a purchase.

V. Affiliate Fee Structure

Fifteen Percent (15%) of the Sales Price of all Eligible Products sold to the customer who uses your email address. Other commission rates may apply on Special Product Promotions that we may periodically establish.

VI. Affiliate Fee Schedule

VII. Affiliate Order Processing

We will process product orders placed by customers who use your email address on the Health and Yoga Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using your email address on our Site and will provide you with access to reports, summarizing this sales activity.

VIII. Company Policies and Pricing

Customers who buy services and products through this Program will be deemed to be customers of Health and Yoga. Accordingly, all Health and Yoga rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services and products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service or product.

IX. Responsibility for You

You will be solely responsible for providing your email to prospective customers. We do not take responsibility for any third party use of your email address based on your actions.

X. Terms of the Agreements

XI. Modification

XIl. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, that reasonably would contradict anything in this Section.

XlII. Disclaimers

XIV. Limitation of Liability

XV. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

XVI. Assignment

XVll. Identification of Affiliates

We may identify you a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

XVIII. Scope of Agreement

XIX. Miscellaneous

BY CLICKING ON ACCEPT BELOW YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND CONDITIONS