Please read this agreement carefully before registering as an Affiliate.
For purposes of clarity, the terms "we", "our" and "us" refer to Overnightrxmeds.com "you" and "Affiliate" refers to the other party to the contract formed by your acceptance of these Terms and Conditions; "Affiliate Program" refers to your participation in the promotion of our products and services.
Affiliate is an independent contractor seeking registration for the Overnightrxmeds.com Affiliate Program.
Overnightrxmeds.com is not licensed to practice medicine in any capacity, we connect customers to both licensed physicians and pharmacies; therefore Overnightrxmeds.com act's only as a medium to refer a customers specific request for treatment to a specific physician.
TERM OF THE AGREEMENT
The term and conditions specified in this agreement are considered in effect upon our acceptance and approval of your Affiliate application, upon such acceptance you will be notified by email. This agreement will end when terminated by either party, this agreement may be terminated at any time. Should this agreement be terminated you will be notified by email.
RELATIONSHIP BETWEEN THE PARTIES
Both parties are independent contractors. The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Affiliate shall be entitled to pursue other marketing opportunities and provide links to sites of other companies through their own site, provided that any web sites, links, graphics, text and html, in whole or in part, obtained through your Affiliate relationship with us shall be used only for promoting our Affiliate Program; likewise we shall be permitted to contract with other Affiliates.
Your Commission payments are paid according to the schedule listed on Overnightrxmeds.com. We reserve the right to change the Commission rates at any time, and without prior notice. Commissions are paid every Friday by Wire Transfer, or by Check. You are only eligible to earn Commissions on sales occurring during the term of this agreement. You agree that it is your responsibility to maintain in our back office system accurate and up to date records of your banking and/or payment information.
Any form of SPAM used in connection with the marketing of our Affiliate Program will result in your Affiliate account being terminated immediately, and any and all Commissions will be forfeit. You agree that you are aware that we have a zero policy on SPAM, and SPAM complaints we receive are taken seriously. You therefore agree not to engage in any form of SPAM to market our Affiliate Program.
You shall defend, indemnify, and hold Overnightrxmeds.com, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our content or this Affiliate Program.
WARRANTIES AND DISCLAIMERS
Except as set forth in this agreement, we make no warranties of any kind to any person with respect to this Affiliate Program, this includes the Affiliate Program availability or lack there of, or any data or materials supplied thereby, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose or non-infringement. Furthermore, we make no representation that the operation of any of our computer systems will be uninterrupted, or error-free, and will not be liable for the consequences of any interruptions or errors, therefore you accept that our computer systems, products, and services are provided on an "as is" basis.
You agree that you will not knowingly benefit from known or suspected traffic not generated using accepted marketing practices, this obligation remains regardless whether or not it causes Overnightrxmeds.com or the Affiliate Program harm. You agree that should fraudulent activity arise, which includes but is not limited to false traffic, or clicks, and false or fraudulent sales, we retain the right to refuse payment of Commission in such circumstances, and/or to retract any Commission already paid. Our decision in this regard will be final, and no correspondence will be entered into.
LIMITATION AND EXCLUSION OF LIABILITY
Overnightrxmeds.com shall not be liable to You, or any other third party, and shall be held harmless for any loss, cost, damage or expense incurred in connection with the promotion, marketing and advertising of our products and services. In no event shall we be liable for any indirect, incidental, consequential, special or exemplary damages, including without limitation, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not we had been advised of the possibility thereof. Our maximum aggregate liability shall not exceed the total outstanding Commission fees payable to you under to this Agreement.
You agree to keep in confidence all materials connected to the Affiliate Program, this includes but is not limited to your Commission payments, the working practices of, and documents relating to, the operation of this Affiliate Program, as well as the operations of Overnightrxmeds.com. This Clause survives termination, completion, expiry or repudiation of this Agreement
A waiver by any party of any term or condition of this Agreement shall not be deemed or construed to be a waiver of such term or condition for the future or any subsequent breach thereof. All remedies, rights, undertakings, obligations and provisions in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or provision in respect of either party.
This Agreement replaces, supersedes and cancels all previous arrangements, understandings or Agreements between the parties either oral or written with respect to the subject matter of this Agreement and expresses and constitutes the entire Agreement between the parties (save that this Clause shall not exclude any liability for fraudulent misrepresentation).