Online Advertising Agreement
This advertising agreement is between Wellness Alliance and its Premier Provider Network (PPN). Whereas, the Wellness Alliance owns and operates multiple websites and communication services(Advertising Channels) including but not limited to welcoa.org, nationalwellness.org, and wellnessalliance.org and its Well-Informed Newsletter. The Premier Provider/Company desires to have advertisements/profiles/sponsorships (Advertisements) placed using the Advertising Channels of the Wellness Alliance. In consideration of the promises and mutual covenants contained in this Agreement, the parties agree as follows:
1. Advertisement Display and Services
Wellness Alliance agrees to publish the Premier Providers’ Advertisement for a determined period of time. If the Client desires to remove the Advertisement from the Advertising Channels prior to the end of the established period, the Client must request this of Wellness Alliance in writing. No refund will be made for such early withdrawal of Advertisement.
2. Content
The Premier Provider shall be solely responsible for providing the Advertisement in the format required for display. The Premier Provider acknowledges that Wellness Alliance will not be responsible or liable for the quality of any portion of the Advertisement that does not meet the established mechanical criteria.
3. Liability
The Premier Provider shall be fully responsible and liable for the content contained in the Advertisement. Wellness Alliance is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the contents.
4. Prohibited Content
Advertisements shall not contain:
(i) any content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content;(ii) any content which is explicative or inappropriate language;
(iii) content promoting illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;
(iv) content that is libelous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by the Owner in its sole discretion.
Use of any such inappropriate content by the Client will result in the suspension, termination and removal of the Advertisement or any other action deemed necessary by Wellness Alliance in its sole discretion. No refunds will be given if any such content is removed. Wellness Alliance reserves the right to refuse to promote any services or products at our sole discretion.
5. Acceptance
Wellness Alliance reserves the right to review and approve the suitability of the materials submitted. If content does not meet guidelines set forth, client will have 5 business days to rectify or submit correct materials. In the event client does not meet agreed upon program delivery dates, materials may be subject to delay or omission.
6. License
The Premier Provider grants Wellness Alliance a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Advertisement (including any trade names, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, WELCOA will remove the Advertisement from WELCOA’s digital assets and cease further display of all digital Advertisements related to the program year.
Nothing in this Agreement grants the Premier Provider any right to use the name, trademark, or service mark of Wellness Alliance in any advertisement, sales promotion, or press release without the Wellness Alliance’s prior written approval. The only exception to this is the use of the WELCOA PPN logo for the specified program year that the Premier Provider is active in the network.
8. Proprietary Rights
The Premier Provider acknowledges that the contents of Wellness Alliance’s sites and e-newsletter, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, is proprietary to or licensed by Wellness Alliance, protected under copyright, trademark and other intellectual property laws and such contents may not be reproduced without the consent of Wellness Alliance.
The Premier Provider retains all rights, title and interest including copyright and other proprietary or intellectual property rights in the content of the Advertisement, Premier Provider trade names, trademarks and service marks therein.
9. Premier Provider Warranty.
The Premier Provider warrants to Wellness Alliance that:
(i) They have the right and authority to enter into and perform its obligations under this Agreement;(ii) the Advertisement shall conform to the description and specifications set forth by Wellness Alliance;
(iii) the Advertisement shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country;
(iv) the Advertisement does not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person’s trade secret, name, likeness or identity;
(v) the Advertisement contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spy ware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about Wellness Alliance or its audience.
10. Disclaimer
The services and site are provided “as is” without warranty of any kind, express or implied and any use of the services or Website are at the Premier Provider’s sole risk. Wellness Alliance does not warrant that the services or Website will be uninterrupted or error free, nor does Wellness Alliance make any warranty as to the performance or any results that may be obtained by use of the PPN service packages(s). Wellness Alliance makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.
11. Independent Contractor
Wellness Alliance shall provide the Services as an independent contractor and shall not act as an employee, agent or broker of the Premier Provider. As an independent contractor, WELCOA will be solely responsible for paying any and all taxes levied by applicable laws on its compensation.
12. Delivery of Content
Customer will be provided a production calendar with deadlines for all content deliverables at point of invoice. Customer agrees to deliver all content subject to the dates listed on the production calendar. Wellness Alliance will provide proof of Premier Provider deliverables within Eight (8) days of receipt of content from the Customer. The Customer is required to provide approval of all content Thirty (30) days prior to scheduled delivery of content unless otherwise documented in writing . In the event the Customer fails to meet all approval deadlines, the Customer forfeits delivery of services by Wellness Alliance. No refunds will be given. Ability to reschedule delivery of services is subject to availability. WELCOA does not guarantee the ability to reschedule services if the Customer fails to meet all production deadlines.
13. Billing Agreement
Customer agrees to pay the designated rate for all services selected at point of sale. The Customer shall pay Wellness Alliance all invoiced amounts on or before Thirty (30) days prior to scheduled delivery of content . Without prejudice to any other remedy, including the right to terminate this Agreement or suspend performance, in the event any amount is not paid by the Customer when due, the Customer forfeits delivery of services by Wellness Alliance. The Customer may be granted the right to reschedule services in the event of a late payment, at which time Wellness Alliance may assess a late charge of one and one-half percent (1.5%) or the maximum percentage allowed by law for each portion thereof that the amount is past due. If Wellness Alliance brings an action to collect sums due hereunder for breach of this Agreement Customer agrees to additionally pay Wellness Alliances’s costs including its reasonable attorney fees. In case of non-performance (lack of payment) by a customer/reseller of Wellness Alliance, customer/reseller will fully indemnify, defend, and hold Wellness Alliance harmless from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorney’s fees, which may be asserted or incurred by Wellness Alliance in order to collect from customer/reseller.
14. Termination
(a) Either party may terminate this Agreement for convenience by providing fifteen (15) days written notice (“Termination Notice”) to the other party. No refunds will be given under any circumstances.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a fifteen (15) days notice in writing. Upon receiving such notice, the defaulting party shall have fifteen (15) days from the date of such notice to cure any such default. If the default is not cured within the required fifteen (15) day period, the party providing notice shall have the right to terminate this Agreement. No refunds will be given under any circumstances.
15. Assignment
Wellness Alliance shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Premier Provider and any attempt by Wellness Alliance to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
16. Notices
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
17. Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the State of Nebraska, USA.
18. Indemnification
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents.
19. Slander Clause
Client agrees that they will not make disparaging remarks to other PPN clients. If they are found to be in breach of this clause that will constitute grounds for immediate removal from the PPN program.
20. Health Program Code of Ethics
Programs Should Do No Harm
Our organization resolves that its program should do no harm to employee health, corporate integrity or employee/employer finances. Instead, we will endeavor to support employee well-being for our customers, their employees, and all program constituents.
