Hewlett Labs Affiliate Program Terms of Agreement:

The term of this Agreement This Affiliate Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation as an affiliate (“Affiliate”) of Hewlett Labs. As used in this Affiliate Program Agreement (the “Agreement”), "we", “our” or "us" means Hewlett Labs and "you" or "your" means the Affiliate.

IMPORTANT - THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Hewlett Labs. IT IS ESSENTIAL THAT YOU READ THESE TERMS CAREFULLY BEFORE CLICKING ON THE ““JOIN AFFILIATE PROGRAM” BUTTON BELOW. BY CLICKING ON THE “JOIN AFFILIATE PROGRAM” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE EXIT FROM THE AFFILIATE APPLICATION WEB PAGE. IF YOU DON'T CLICK THE “JOIN AFFILIATE PROGRAM” BUTTON, YOU WILL NOT BE ABLE TO PARTICIPATE IN OUR AFFILIATE PROGRAM. FOR YOUR CONVENIENCE AND YOUR RECORDS, WE SUGGEST THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT.

1) Term of the Agreements: The term of this Agreement will begin upon you being notified of our acceptance of your Affiliate Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. If this Agreement is terminated for any reason, you are only eligible to earn a Referral Fee on Qualifying Sales occurring during the term of the Agreement. Referral Fees earned through the date of termination will remain payable, as long as the related orders are not returned or canceled. Because of possible order returns and cancellations, we reserve the right to withhold your final payment for 60 days to ensure that the correct amount is paid.

2) 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 this site. Modifications may include, for example, changes in the scope of available 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3) Limitation of Liability: We will not be liable for indirect, special or consequential damages, or 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 to this Agreement.

4) 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.

5) Order Processing: We will be responsible for providing all information necessary to allow you to make appropriate links (“Links”) from your site(s) (“Affiliate Site”) to our site(s). The Affiliate Site and any other activities engaged in by Affiliate in relation to this Agreement must be professional and must comply with the following conditions: they may not contain any nudity or depictions of the human anatomy and they may not contain material that is defamatory, libelous, disparaging, obscene, unlawful or pornographic (the “Conditions”). We will process orders placed by customers who follow the Links from the Affiliate site to our sites. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service in connection with a sale of a “Qualifying Product” (as hereinafter defined) which is generated by the Affiliate Site and tracked by our program (a “Qualifying Sale”). We will track the volume and amount of Qualifying Sales generated by the Affiliate Site and will make reports, summarizing the number of Qualifying Sales, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between the Affiliate Site and our site are properly formatted.

6) Referral Fees: We will pay you referral fees (“Referral Fees”) up tp $100 for any Qualifying Sale that results in a new order of a Qualifying Product-order of a Qualifying Product. Only Qualifying Sales for which Hewlett Labs has received full payment will qualify for a Referral Fee. A Referral Fee will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the Qualifying Sale. No Referral Fee will be paid if the visitor to our site cannot be tracked by our system. Hewlett Labs will send a Referral Fee check for the applicable Referral Fees on the 1th day of each month for activity from the 1st through the last day of the prior month. If a Qualifying Product is later returned by the customer, the Referral Fee paid for such Qualifying Product will be deducted from the next Referral Fee payment.

7) Payment For Order: Any confirmed sale provided by an affiliate for a product sold on this website is subjected to a maximum $100 commission per order.

8) Quailfying Products: All products displayed on this website are “Qualifying Products.” Hewlett Labs reserves the right to add or delete products at any time at our sole discretion as market conditions change.

9) Tracking Of Sales: The Affiliate will be solely responsible for ensuring that all web links and web graphic banners are formatted properly, which is a necessary prerequisite to tracking sales. Hewlett Labs will make commercially reasonable efforts to provide you with statements of Qualifying Sales activity in real time with a special URL that you are assigned. You may add as many Links or remove such Links, at anytime and without prior approval from Hewlett Labs, as long as all Links comply with the Conditions.

10) Policies: Hewlett Labs policies apply to all orders. Every customer who buys a Qualifying Product through this program is deemed to be a customer of Hewlett Labs. The Affiliate does not have the authority to make or accept any offer on behalf of Hewlett Labs. All Hewlett Labs policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. Hewlett Labs is not responsible for any representations made by the Affiliate that contradict our policies.

11) SPAM: SPAM (in any way, shape or form, including email and newsgroup spamming) is absolutely prohibited under this Agreement.

12) Pricing: Pricing and Availability: Qualifying Product prices and availability may vary from time to time and cannot be guaranteed. In case of any price discrepancies, the price charged to the customer will always be the price listed on our website.

13) Copyrighted and Trademarked Material: 13.1. License to use Our Trademark. During the term of this Agreement, we grant Affiliate a nonexclusive, nontransferable limited right and license to use the Qualifying Products’ trademarks, (the “Marks”) only in the form and manner in accordance with the following Trademark Usage Guidelines: (a) The Marks shall be used in the form shown above, without variation, except that you shall use the "™" symbol in connection with the Marks, until such time as we have obtained federal registration of the Marks. Upon federal registration of the Marks, the “®” symbol shall be used in place of the "™" symbol; (b) The Marks shall be used only in connection with our Qualifying Products; (c) All advertising, promotional, and other uses of the Marks shall conform to standards set forth in these guidelines; (d) No user of our products or services, including distributors, sub-distributors, or end users, shall do anything inconsistent with our ownership in the Marks; and (e) Any person or entity using the Marks shall not commit any acts, directly or indirectly, which may contest, dispute, or otherwise impair the rights, title, or interest of HealthMax in or to the Marks. You agree that the Marks have acquired secondary meaning and your use of the Marks shall inure to our benefit.
13.2. Limitations. You agree not to (a) use any other trademark, service mark, trade name, logo or the like in combination with the Marks without our prior written approval; (b) use or register the Marks or any trademark or service mark that is confusingly similar to the Marks or contains the Marks; or (c) do anything which is or may be construed to be inconsistent with the ownership of Hewlett Labs in its Marks.
13.3. Notice. You shall immediately notify us of any unauthorized use of the Marks by any other person, firm or corporation as soon as such unauthorized use comes to your attention. We shall have the sole right to commence infringement, unfair competition, or other proceedings involving the Marks, which we may exercise in our sole discretion.
13.4. Third Parties’ Intellectual Property Rights. You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) are accurate and that they obey all applicable copyright, trademark, intellectual property and other laws. Hewlett Labs will not be responsible if you use another parties’ copyrighted or trademarked material in violation of the law. You are not permitted to use the trademarks or tradenames of competitor products and to do so can subject you to lawsuit by the owners of the respective trademarks.

14) Relationship of Parties: Affiliates of Hewlett Labs 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, representations or warranties on our behalf.

15) Limitation Of Liability: WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR Hewlett Labs’ PERFORMANCE OF SERVICES OR OF ANY OTHER OBLIGATIONS RELATING TO THE AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. UNDER CERTAIN STATES’ LAWS, LIMITATIONS ON LIABILITY ARE NOT ENFORCEABLE. IF YOU ARE A RESIDENT OF SUCH A STATE, THIS SECTION DOES NOT APPLY TO YOU.

16) Disclaimers: WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE QUALIFYING PRODUCT OR OTHER ITEMS SOLD THROUGH Hewlett Labs. (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, 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.

17) Reservations and Warranties: You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, and is enforceable against you in accordance with its terms, and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, and that this Agreement has been duly authorized by all requisite action on your part; that this Agreement requires the approval or consent of no other persons; and that this Agreement neither violates nor constitutes a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Furthermore, you covenant and agree that you, and anyone working with you, will violate no local, state, or federal laws, rules or regulations (“Violations”) as you undertake the activities contemplated by this Agreement.

18) Indemnification: You hereby agree to indemnify, defend and hold harmless Hewlett Labs, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively, the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that use of the Affiliate Trademarks or any other Intellectual Property infringes on the rights of any third party; (ii) any claim or threatened claim that your activities related to this Agreement violate any third parties’ rights; (iii) the breach of any term of this Agreement; or (iv) or any claim related to your site or any Violations committed or allegedly committed by you.

19) Applicable Law: This Agreement is made and entered into under the laws of the State New York and said laws shall control interpretation of this Agreement. If, and in the event that, after taking all steps available under the law, compliance with this Agreement would constitute a violation of such law, this Agreement shall be deemed modified to the extent that it does not violate such law. In case any term of this Agreement shall be held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term nor the validity of any other term of this Agreement shall in any way be affected thereby.

20) Venue: Each of the parties, for themselves and their successors and assigns, agrees to submit to personal jurisdiction and exclusive venue in the state or federal courts having jurisdiction over Nassau County, New York, in any action or proceeding arising out of this Agreement, or any act or omission of any person or entity relating to this Agreement, and, in furtherance of such agreement, each party, for itself and its successors and assigns, hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction and exclusive venue over it, its successors and/or assigns in any such action or proceeding may be obtained within or without the jurisdiction of any such court having jurisdiction over Nassau County, New York, and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the other, or its successors and/or assigns by certified mail to or by personal service at the last known address of the party in question, whether such address be within or without jurisdiction of any such court. IF YOU AGREE TO BE BOUND BY THE ABOVE TERMS, PLEASE ENTER YOUR NAME AND ALL REQUIRED INFORMATION FOR WHOM YOU ARE AGREEING (IF APPLICABLE) AND CLICK “JOIN AFFILIATE PROGRAM”. IF YOU DO NOT AGREE, PLEASE EXIT FROM THE AFFILIATE APPLICATION WEB PAGE”. IF YOU DON'T CLICK, “JOIN AFFILIATE PROGRAM” YOU WILL NOT BE ABLE TO PARTICIPATE IN OUR AFFILIATE PROGRAM. TYPING YOUR NAME AND CLICKING THE “JOIN AFFILIATE PROGRAM” BUTTON WILL BE DEEMED TO BE YOUR SECURE ELECTRONIC SIGNATURE UNDER THE NEW YORK ELECTRONIC RECORDS AND SIGNATURE ACT AND ANY OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAW, RULE OR ORDINANCE.