Terms and conditions

This Agreement, including the associated appendix titled Appendix A – Email Marketing Guidelines and Spam Policy (hereinafter: “Appendix A”), contain the complete terms and conditions that apply to your participation as an Affiliate of Hexpress Ltd. As used in this Agreement, "we" or "us" or "our" means Hexpress Ltd a company registered in Guernsey whose registered office is at Mont Crevelt House, Bulwer Avenue, St. Sampson, Guernsey, GY2 4LH "you," “affiliate,” “participant” or "your" means the participant.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HEXPRESS LTD. BY PARTICIPATING IN THE HEXPRESS LTD AFFILIATE PROGRAM YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

Order Tracking – Hexpress Ltd will track the volume and amount of sales generated by your site and will make reports summarizing the sales activity, available to you through the company’s back-end system. The form, content, and frequency of the reports may vary from time to time according to our discretion.

To permit accurate tracking, reporting, and fee accrual, you must ensure that the links in your site are properly formatted.
The Participant will be solely responsible for ensuring that all links are formatted properly, a necessary prerequisite to tracking such sales. Statements of sales activity will be provided to the Participant in real time with a special URL including the assigned affiliate ID. You may add as many links, or remove such links, at any time and without prior approval from Hexpress Ltd.

Commissions and Fees – Hexpress will determine the rate and/or percentage due to the affiliate of the sale and will be considered as 'commission'. The rate will be at the discretion of Hexpress Ltd and will be based on factors such as sales volumes likely to be generated and this may vary according to the condition promoted by the affiliate. Commisions will only be paid upon 'approved' orders as clarified in point 2.1.. Only successfully submitted and approved orders bearing your affiliate ID which Hexpress Ltd is able to track are entitled to commission and referral fees. No referral fee or commission will be paid if the referred order cannot be tracked by our system.

2.1 Approved Sales/Orders.

A sale is only deemed as approved where the customer/patient that has been referred to Hexpress has been medically approved by a qualified doctor representing Hexpress or a pharmacist and where payment has been successfully obtained from the customer/patient by Hexpress Ltd or its associated partners. Commisions will not be paid on sales that are subsequently refunded or charged back, cancelled or revoked for whatever reason. Hexpress reserves the right to deem what it considers to be an 'Approved Order' and the rules of this can be changed at anytime and without prior notice to any party.

Hexpress Ltd reserves the right to deduct fees related to order refunds, chargebacks and fraudulent orders, from the affiliate’s account, as it sees fit.

Qualifying Products - Hexpress Ltd reserves the right to add, modifiy or delete treatments at any time at our sole discretion.
Ownership of Customer/Patient data – Every customer is a customer of Hexpress Limited.
Data Protection - To protect customers’ privacy Personal Data (including identity) will not be provided to the affiliate but shall be retained by Hexpress Limited. Customers’ Personal Data shall be owned by Hexpress Limited who may use it for all purposes permitted under Data Protection Act 1998 in the UK.
Proxy Policy - Hexpress Ltd policy applies to all orders: Every customer who obtains a treatment through this program is deemed to be a customer of Hexpress Ltd. The Participant does not have the authority to make or accept any offer on behalf of Hexpress Ltd. All Hexpress Ltd policies regarding customer orders, including treatment availability, pricing and problem resolution, will apply to these customers. Hexpress Ltd is not responsible for any representations made by the Participant that contradict our policies.
Pricing and Availability - Product prices and availability may vary from time to time. In case of any price discrepancies, the price charged to the customer will always be the price listed on the affiliate’s site or sites. We cannot guarantee the availability or price of any particular product.
Copyright and Trademarked Material – The affiliate is solely responsible for ensuring that any content (including imagery and all text) respects and complies with all relevant copyright and trademark laws in the countries where the website is geographically targeted and also where the affiliate or his/her organistion is based. All materials provided by Hexpress Ltd are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission. Hexpress Ltd do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by Hexpress Ltd or incorporated elsewhere as part of the affiliate programme. Hexpress Ltd is not in a position to grant use of 3rd party copyrighted or trademarked material, this includes any content or imagery of treatment manufacturers. Any Affiliate using Intellectual Property or trademarks owned or licensed to Hexpress to promote a website without the permission of Hexpress or using a deceptively similar marks is liable to be prosecuted for infringing its trademark rights and or removed from the program.

8.1 Promotion of Our Service

Promotion of our service to customers/patients is limited to promoting the overall service including health condition treatment. The affiliate is forbidden to promote specific named prescription medicine. If the affiliate provides information aimed at a customer/patient regarding a possible treatment, then they must ensure that it in no way contravenes any relevant laws and guidelines on the promotion and marketing of prescription medicine and it is the affiliates duty to ensure that the content is for informational use only.

Your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. Hexpress Ltd will not be responsible if you use another party's copyrighted or trademarked material in violation of the law. We strongly forbid the use of our marketing tools (templates and banners) to market our competitors' products.

All materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission. Hexpress Ltd do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by Hexpress Ltd or incorporated elsewhere as part of the affiliate programme.

Any Affiliate using Intellectual Property or trademarks owned or licensed to Hexpress to promote a website without the permission of Hexpress or using a deceptively similar marks is liable to be prosecuted for infringing its trademark rights and or removed from the program.

The affiliate shall comply with the laws of the country in which his website geographically targets.

All links established under this Agreement by an Affiliate shall be tagged as rel=“nofollow“. Failure by an affiliate to adhere to this restriction may result in the suspension of their affiliate account and or removal from the affiliate programme at our sole discretion.

Site Hosting and Domain Registration – Affiliates of Hexpress Ltd must establish, finance and manage their own site hosting and the use of servers and domain registration independently.
Email Marketing Guidelines and Spam Policy – As a participant of Hexpress Ltd, you hereby agree that you fully understand and consent to complying with the Email Marketing Guidelines and Spam Policy as set here forth, and as detailed in Appendix A, which is an integral part of this Affiliate Agreement.

Failure to comply with one or more of the guidelines and/or Spam Policy as described herein and/or in Appendix A of this Agreement shall constitute an irrevocable breach of the Affiliate Agreement, and Hexpress Ltd shall terminate your account immediately without any advanced notice, and any commissions or balance associated with the account shall be forfeited.

Unsubscribe and Opt-out Mailing - Unsubscribe option must be available and visible in every promotional mail message you send out to your mailing lists.

Unsubscribe requests, whether made by one of your mailing list recipients or by Hexpress Ltd, must be executed immediately, i.e., the removal/deletion of the respective email address from all lists shall be executed within 48 hours.
Any participating affiliate at Hexpress Ltd agrees to not utilize SPAM in promoting the Hexpress Ltd program, its associated products and/or services. Hexpress Ltd maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mail (UCE). This action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the Hexpress Ltd Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by Hexpress Ltd.

Phone Marketing – Hexpress Ltd strictly forbids the use of outbound telephone calls made to existing or potential customers of Hexpress Ltd, either representing Hexpress Ltd or the Affiliate.
No Spyware Tolerance – Hexpress Ltd do not engage or participate in illicit practices such as spyware, adware, or parasite-ware techniques to divert traffic to our sites and expect the same from all our affiliates. We may exercise our right to research and investigate affiliates and their actions at our own discretion. Affiliates who engage in such practices will be immediately terminated from this program and their commissions will be forfeited.
No-Waiver - The Parties agree that no failure by Hexpress Ltd to enforce the performance of any provision in these Terms & Conditions (or any subsequent terms) shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
Non-assignment - You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.
Term of the Agreements - The term of this Agreement will begin upon our acceptance of your Affiliate 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 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 because you have violated the terms of this Agreement, you will forfeit all monies, fees and commissions. Or if this Agreement is terminated for any other reason, you are only eligible to earn a fee on sales occurring during the term of the Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for 15 days to ensure that the correct amount is paid.
Modification - We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion.
Relationship of Parties - You and Hexpress Ltd 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 not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.
Limitation of Liability - We will not be liable for indirect, incidental, special, or 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 or Hexpress Ltd 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 commissions 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.
Disclaimers - We make no express or implied warranties or representations with respect to the product or other items sold through Hexpress Ltd (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 sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Representations 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, 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; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute 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.

The affiliate is responsible for paying any taxes due to it either personally or as a commercial entity relating to the commission. Hexpress Ltd will not be held accountable or responsible for any unpaid taxes that should have been paid by the affiliate.

Indemnification - You hereby agree to indemnify, defend and hold harmless Hexpress Ltd, 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 our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
Governing law - These Terms and Conditions are subject to the laws of England and Wales and the parties hereto submit to the non-exclusive jurisdiction of the English and Welsh courts.

Hexpress Ltd Email Marketing Guidelines and Spam Policy

This Appendix, titled Appendix A, constitutes an integral part of Hexpress Ltd’s Affiliate Agreement, and accepting the Affiliate Agreement means that you, the affiliate, hereby understand and agree to the terms set in the Appendix A document. Any violation of the terms set herein constitute an explicit breach of the Affiliate Agreement and will incur an immediate termination of your account and/or loss of any sums of money or commissions associated with your account.

Use of Mailing Lists:
1. It is the sole responsibility of the affiliate to use only authentic and lawfully obtained mailing lists from reputable providers for the purpose of promoting Hexpress Ltd’s associated products.
2. The affiliate agrees to and understands that he or she must invest the time and resources necessary for researching such reputable mailing list providers. The affiliate shall be the sole party liable for any abuse and/or complaint made by any recipient of such mailing lists, regardless the reason for the complaint/abuse.
Unsubscribe and opt-out mailing:
1. An “unsubscribe” option must be available and visible in every promotional email message the affiliate sends out to mailing lists.
2. Unsubscribe requests, whether made by one of the affiliate’s mailing list recipients or by Hexpress Ltd, must be executed immediately and remove/delete the respective email address from all lists, no questions asked, within 48 hours.
3. Failure to comply with unsubscribe requests within 48 hours shall cause an immediate and permanent termination of the affiliate account, and any associated funds, sums or commissions with the said account shall become the property of Hexpress Ltd.
Spam Policy
1. For the purpose of this Agreement SPAM is defined as any e-mailing, faxing, or telephoning ANYONE, in bulk or individually, in violation of all anti-spamming and applicable laws or regulations for the country, state, county, and city where the intended recipient resides. The Affiliate is under obligation to research and comply with all laws concerning unsolicited commercial e-mail. Under United States law, it is unlawful "to use any telephone, facsimile machine, computer, or other device to send an unsolicited advertisement. Electronic mail advertisement means any e-mail message, the principal purpose of which is to promote, directly or indirectly, the sale or other distribution of goods or services to the recipient." (CAN-SPAM Act of 2003).
2. Any participating affiliate at Hexpress Ltd agrees to not utilize SPAM in promoting the Hexpress Ltd program, its associated products and/or services. Hexpress Ltd maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mail (UCE). This action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the Hexpress Ltd Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by Hexpress Ltd.
3. As an affiliate of Hexpress Ltd, it is your responsibility to ensure that the content you send to mailing lists is not being sent in connection with any unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
4. IT IS IMPORTANT TO NOTE THAT as it relates to affiliate use of appropriate opt-in mailing lists as described above, the affiliate understands and acknowledges that it is illegal to forge headers on e-mails and it is illegal to neglect to include a valid functional unsubscribe link along with a valid mailing address in any e-mails sent out. Any affiliate found forging headers or not including a valid functional unsubscribe link will be immediately and permanently terminated from Hexpress Ltd. Further, this action may result in the immediate suspension or termination of the affiliate account with a cancellation of and possible forfeiture of any pending commissions. The affiliate will also be in violation of the Hexpress Ltd Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by Hexpress Ltd.