Affiliate Agreement

Terms and Conditions

In order to join the AltavaHealth.com Affiliate Program, and become an affiliate of the AltavaHealth.com web site, you will first need to read the Affiliate Agreement. If you accept the terms and conditions of the Agreement, you will then have the opportunity to fill out an application ("Affiliate Application") and submit it to us. We will review your application and make a determination if your web site would be a suitable affiliate. Not all applications are approved. It is within our sole discretion to accept or decline any application for any reason, including applications for sites that contain content or materials that could be classified as defamatory, harassing, harmful, obscene, objectionable or unlawful. After our review of your application, we will notify you of our decision. If we reject your application, you may reapply again.

Section 1: Affiliate Agreement

THIS AFFILIATE AGREEMENT (the "Agreement") between Altava Health.com (the "Company") and you (the "Affiliate") contains the complete terms and conditions that apply to an individual or entity's participation in the AltavaHealth.com Affiliate Program (the "Program" or "Affiliate Program"). As used in this Agreement, "we/us/our/ours" will mean the Company and "you/your/yours will mean the Affiliate. By clicking on the "I AGREE" button at the end of this Agreement, you are agreeing that you have read and understand the terms and conditions of this Agreement and that you agree to be legally responsible for each and every term and condition. By clicking on the "I DO NOT AGREE" button at the end of this Agreement, you are indicating that you do not agree to the terms and conditions of this Agreement and you will not be able to become a member of our Affiliate Program at this time. The purpose of this Agreement is to allow HTML links to be established between your web site and our web site, subject to the terms and conditions of this Agreement.

Section 2: Term Of Agreement

The term of this Agreement shall begin upon our approval of your Affiliate Application and will end when terminated by either party. Either party may terminate this Agreement at any time and for any reason, with or without cause, by written notice to the other party. You are only eligible to earn Referral Fees on sales that are made during the term of this Agreement. Fees that are earned and payable through the date of the termination of this Agreement will remain payable only if the related sales orders are not canceled, voided or returned. We may withhold your final payment for a reasonable period of time to insure that the correct amount of Referral Fees is calculated and paid. Upon termination of this Agreement, (i) all licenses hereunder shall immediately terminate, (ii) you shall immediately remove all Links, Trademarks, Intellectual Property and other materials provided under the terms and conditions of this Agreement, from your web site, and (iii) Sections 13, 14 and 15 of this Agreement shall survive such termination.

Section 3: Links On Your Site

As a member of our Affiliate Program, you may select one or more graphics and or text links that we provide to put onto your web site.  The HTML code we make available to you provides special coded link formats for linking to web pages within our web site ("Links"). You must ensure that each link between your web site and our web site is one of these Links, otherwise affiliate referral fees that you might otherwise have earned will not be tracked and recorded. To enable us to properly track, record and calculate referral fees, you must ensure that the Links are maintained in proper working order. We will not be liable to you for any lost referral fees resulting from your failure to use these Links according to our specifications.

You may change your choice of Links on your site at any time without our approval. You may use the HTML code and graphics that we make available to you only to link to our web site, provided that you do not use the Links in connection with any comparison or review of hair loss treatment or hair growth products offered by any of our competitors, except if separately approved by us by prior express written consent.

It is your sole responsibility to set up and maintain the Links connecting your web site and our web site and to ensure that these Links are working properly. You agree that the icons, graphics, images, photos, text, research data and any other materials ("Intellectual Property") and Links provided by us to you for inclusion on your web site, according to the terms and conditions of this Agreement, may include trade names, trademarks, service marks and or logos ("Trademarks"). You agree that you may use any approved Links, Intellectual Property or Trademark provided by us to you, only in accordance with the terms and conditions of this Agreement. You also agree that you have no right to alter or modify any Link, Intellectual Property or Trademark in any manner.

We have the right to monitor your web site, as we feel necessary, to make sure that your links to our web site and all other materials provided to you under the terms and conditions of this Agreement are appropriate. If we decide, in our sole discretion, that one of more of your links is not appropriate, we may either notify you of any changes we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes in links that we deem appropriate to be made and such changes are not made immediately, then we we may terminate this Agreement upon notice to you. You agree that upon termination of this Agreement you will immediately remove from your web site all Links, Intellectual Property and Trademarks that were used in connection with this Agreement.

Section 4: Order Processing

We will process product orders placed by customers who follow any Links from your web site to our web site. We reserve the right to reject any order that does not comply with any requirements that we may establish from time to time. We will be responsible for all aspects of order processing, fulfillment and customer service, including processing credit card payments, order cancellations and returns. We will track sales made to customers who purchase products online using Links from your site to our site and will provide you with access to reports summarizing this sales activity. The form, content and frequency of these reports may vary from time to time in our sole discretion and will generally be available online on a continuous basis. You hereby agree not to disclose the information contained in these reports to any third party without our express prior written consent.

Section 5: Referral Fees

We will calculate and pay you commissions ("Referral Fees") on product sales to third party individual retail end consumers, as defined below. In order for a product sale to create a Referral Fee, a Customer must follow a Link from your web site to our web site and place an order online and remit full approved credit card payment to us. If no sale is completed from the original referral, we will pay Referral Fees on a subsequent sale of products after the customer has re-entered our web site through a non-affiliate link within 60 days from the original referral. For such non-affiliate link referred subsequent purchases, we will only pay referral fees once, until an affiliate Link is used again. You will not be entitled to referral fees for any sales initiated or completed by mail, email, fax, or telephone. We will make the determination in our sole discretion of whether a referral fee is due and payable. You will earn referral fees based on the Sale Price of products or product groupings, according to a referral fee schedule that we establish and maintain. We may change or modify the referral fee schedule at any time for any reason, in our sole discretion. "Sale Price" will mean the sale price on our web site for a product or product grouping at the time the sale took place, less any valid coupons or discounts that a customer may have used or been provided with. The Sales Price shall not include costs for shipping, handling or taxes.

Section 6: Referral Fee Schedule

• You may earn 5% on product purchases and product grouping purchases on all sales originating from a Link on your web site.

• Receive credit for returning web site visitors up to 60 days after following a Link from your web site to our web site.

We will pay you Referral Fees based on a calendar month basis. Within 30 days following the end of each calendar month, we will calculate and issue you a check for the Referral Fees earned on product sales that were actually shipped during that month, less any taxes that we may be required by law to withhold. However, if the amount of the Referral Fees payable to you for any calendar month are less than one hundred dollars (USD $100.00),  we may withhold those fees until the total amount due at the end of any subsequent calendar month is at least one hundred dollars (USD $100.00), or until this Agreement is terminated, if earlier. If a sales order or any part of a sales order that generated a Referral Fee is later canceled, voided, undeliverable or returned, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice for the amount of the canceled Referral Fee, which shall be due within thirty (30) days.

Section 7: Policies And Prices

Third party retail end consumers who buy products through this Affiliate Program will be deemed to be customers of AltavaHealth.com ("Customers"). Consequently, all our policies and procedures concerning customer orders, customer service, product guarantees and refunds will apply to those Customers. We may change our policies and procedures at any time and for any reason, in our sole discretion. For example, we set the prices of our products and product groupings and may change them from time to time. Consequently you may not include specific price information about our products or product groupings on your web site.

Section 8: License

AltavaHealth.com grants you a limited, nonexclusive, non-transferable revocable right to use the Links, Trademark and Intellectual Property on your web site, according to the terms and conditions of this Agreement, for the sole purpose of identifying your web site as an affiliate of the Program and to assist in generating product sales. You may not modify any Links, Trademark or Intellectual Property in any way. AltavaHealth.com reserves all rights it possesses to the Links, Trademark and Intellectual Property. We may revoke your license to use the Links, Trademark or Intellectual Property at any time and for any reason, upon written notice to you. You also agree that you will not copy or clone our web site, including but not limited to layout, design, colors and navigation, and that your web site will not resemble the look or feel of our web site. You will not create an impression from the appearance of your web site, or from any content in your web site, that your web site is our web site or a part of our web site, nor will you frame any page of our web site from within your web site. You agree that your domain name does not and will not at any time contain the words or phrase "hair genesis" or "hairgenesis" or any variation thereof. You further agree not to create, publish, distribute or permit any written, electronically-transmitted or other form of public material that makes reference to us or our products without first submitting the material to us and then receiving our express written consent. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. We will not be liable for any claims or damages resulting from your failure to comply with this requirement.

You hereby acknowledge and agree that Altava Health will own all the right, title and interest in and to all information that is created and collected in regards to this Agreement, including, without limitation, (i) any contact information collected from any Customer who enters our web site from your web site, and (ii) any information regarding click-through rates and numbers, sales, conversion rates to sales, product purchases by Customers ("Sales Information"). You agree not to disclose any Sales Information or Affiliate Customer information to any third party without our prior express written consent.

Section 9: Your Web Site

You will be solely responsible for the development, operation and maintenance of your web site and for all materials that appear on your site, including, but not limited to the technical operation of your web site and all related equipment; publishing graphics and links to our webs site; the accuracy and appropriateness of all materials posted on your site (including, but not limited to product-related materials); insuring that materials posted on your web site do not violate or infringe upon the rights of any third party (including, but not limited to copyrights, trademarks, privacy or other personal or proprietary rights); insuring that materials posted on your web site are not libelous, illegal, unlawful or violate any provision of this Agreement.

YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OR SUCESS RATE OR RE-ORDER RATE OF ANY PRODUCT THAT WE OFFER FOR SALE ON OUR WEB SITE. IF YOU MAKE UNSUBSTANTIATED CLAIMS ABOUT ANY OF THE PRODUCTS WHICH WE SELL, YOUR MEMBERSHIP IN THIS AFFILIATE PROGRAM WILL BE TERMINATED IMMEDIATELY UPON NOTICE TO YOU.

We hereby disclaim all liability for matters described in this Section (entitled "your web site"). Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees and legal costs) relating to the content development, operation, maintenance and contents of your web site or any breach of your obligations under the terms and conditions of this Agreement.

Section 10: Modification

We may modify any of the terms and conditions in this Agreement, at any time and for any reason, in our sole discretion, by posting a change notice or a new agreement on our web site or by written notice to you. Modifications may include, but are not limited to, 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 OR A CHANGE NOTICE OR NEW AGREEMENT OR NOTIFICATION TO YOU WILL BE DEEMED AS BINDING ACCEPTANCE ON THE CHANGE.

Section 11: Relationship Of The Parties

This parties to this Agreement will be deemed to be 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 ant offers or representations on our behalf. You will not make any statement, whether on your web site or otherwise, that reasonably would contradict anything in this Section.

Section 12: Limitation Of Liability

We will not be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits or information) arising in connection with this Agreement or the Affiliate Program, even if we our any of our representatives have been advised of the possibility of such damages. Further, our aggregate liability arising in connection with this Agreement and the Affiliate Program will not exceed the total amount of Referral Fees paid or payable to you under the terms and conditions of this Agreement. All claims made hereunder by you against us shall be made within 30 days of the act or omission, which forms the basis of such claims.

Section 13: Disclaimer

AltavaHealth.com makes no express or implied warranties or representations in connection to the Affiliate 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.) Further, we make no representation that the operation of the password protected affiliate account provided to you under the terms and conditions of this Agreement, our web site, its functionality, performance or availability or any other web site sponsored by us, used in connection with this Agreement will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services or products or this Agreement.

Section 14: Identification Of Affiliates

We may identify you or your web site as a member of our Affiliate 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.

Section 15: Non-Assignment and Successors

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

Section 16: Indemnification

You agree to indemnify, defend and hold harmless the Company and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions or other proceedings brought against the Indemnified Party on or arising from any claim (i) resulting from your breach of this Agreement, (ii) related to your web site, including without limitation, content therein not attributable to us. You will pay any and all costs, damages and expenses, including but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action or proceeding.

Section 17: Your Understanding

You hereby acknowledge that you have read and understand this Agreement and agree to all of its terms and conditions. You understand that we may at any time solicit customer referrals, either directly or indirectly, 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 our Affiliate Program and are not relying upon any representation, guarantee or other statement other than as explicitly contained in this Agreement. You agree not to assign or transfer your rights or obligations under this Agreement to any other party.

This Agreement contains the entire agreement and understanding between the parties hereto with respect to our Affiliate Program and supercedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement will be governed by the laws of the United States and the state of Texas. Any action relating to this Agreement must be brought in a court of competent jurisdiction located in Texas and you irrevocably consent to the jurisdiction of such courts. Our failure to enforce your strict performance of and provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Section 18: Representations and Warranties

You represent and warrant that:

• you, or if you are a company, the person entering into this Agrement on your behalf, are an adult at least 18 years old;

• you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and or licensed to do business in all jurisdictions to the extent necessary to fulfill your obligations under this Agreement;

• you, if the person entering into this Agreement is acting on behalf of a company or organization, have all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement is duly authorized by such company or organization and that this Agreement will create a legal, valid and binding obligation on such company or organization.

• you hereby agree to indemnify and hold harmless Altava Health.com from any and all claims, damages and expenses (including without limitation, attorney's fees and legal costs) arising from the breach of any provision of this Section 18.

Section 19: Other

As used herein, certain capitalize words shall have the meaning as herein provided. The headings of the sections used herein are for convenience of reference and ease of reading only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided.

Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement is such failure or delay is due to fire, flood, earthquake, strike, war, commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.

If any provision of this Agreement is rendered or declared to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Unless otherwise provided for herein, all notices and communications required or permitted hereunder shall be in writing and shall be transmitted or delivered to Altava Health at affiliates@altavahealth.com or by United States mail to Altava Health, 9597 Jones Rd, Suite 329, Houston, TX 77065, or if to you, at the email address specified on your Affiliate Application.