Terms & Conditions

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality. If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at Service@SANESolution.com. Please note that by participating in our affiliate program, you are agreeing to these terms.

AFFILIATE AGREEMENT PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SANESOLUTION (YOPTI, LLC) WHICH SUPERSEDES ANY AND ALL OTHER AGREEMENTS BY SUBMITTING THE ONLINE APPLICATION 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.

Note: Any and all EPL or CPL agreements apply only to leads/email address not already in the SANE system. If a lead already exists within the SANE system, that lead is not eligible for payment.

Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in SANESolution (Yopti, LLC)'s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the SANESolution (Yopti, LLC) web site. Please note that throughout this Agreement, "we," "us," and "our" refer to SANESolution (Yopti, LLC), and "you," "your," and "yours" refer to the affiliate.

Affiliate Obligations

To begin the enrollment process, you will complete and submit the online application. The fact that we may auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

1. Promotes sexually explicit materials

2. Promotes violence

3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

4. Promotes illegal activities

5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

6. Includes "SANE", Viscera, or Viscera-3 or variations or misspellings thereof in its domain name

7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are SANESolution (Yopti, LLC) or any other affiliated business.

10. Affiliate understands and agrees to have the email addresses they provide verified by a 3rd party service such as, but not limited to, Xverify, and that email address flagged by that service shall not be eligible for payment of any kind.

11. No bidding on brand, or product terms allowed in any search marketing. 

Please note that we have a zero tolerance policy for spam, fraud, dishonesty, or any other black or grey hat business practices. If issues such as these are discovered, the given account will be closed and all commissions will be forfeited given the violation of this agreement.

As a member of SANESolution (Yopti, LLC)'s Affiliate Program, you will have access to Affiliate Partner Center. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the SANESolution (Yopti, LLC) web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

1. SANESolution (Yopti, LLC) reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

3. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

SANESolution (Yopti, LLC) Rights and Obligations

1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the SANESolution (Yopti, LLC) Affiliate Program.

2. SANESolution (Yopti, LLC) reserves the right to terminate this Agreement and your participation in the SANESolution (Yopti, LLC) Affiliate Program immediately and without notice to you should you commit fraud in your use of the SANESolution (Yopti, LLC) Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, SANESolution (Yopti, LLC) shall not be liable to you for any commissions for such fraudulent sales.

3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Promotes illegal activities

5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. We may also end this Agreement without written notice in case of breach or other unique circumstances.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and SANESolution (Yopti, LLC)'s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in SANESolution (Yopti, LLC)'s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Payment

SANESolution (Yopti, LLC) uses a third party to handle all of the tracking and payment. The third party is the Ontraport.com. Kindly review the network’s payment terms and conditions.

Access to Affiliate Account Interface

You will create a password so that you may enter Ontraport’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

Promotion Restrictions

1. You are free to promote your own web sites, but naturally any promotion that mentions SANESolution (Yopti, LLC) could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by SANESolution (Yopti, LLC). For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote SANESolution (Yopti, LLC) so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote SANESolution (Yopti, LLC) so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from SANESolution (Yopti, LLC). If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SANESolution (Yopti, LLC) Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as SANESolution (Yopti, LLC), SANE, SANESolution, www.SANE, www.SANESolution (Yopti, LLC), and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from SANESolution’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in SANESolution’s service).

4. Affiliate shall not transmit any so-called "interstitials," "Parasiteware™," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited SANESolution’s site (i.e., no page from our site or any SANESolution (Yopti, LLC)’s content or branding is visible on the end-user’s screen). As used herein a. "Parasiteware™" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of SANESolution site in IFrames, hidden links and automatic pop ups that open SANESolution (Yopti, LLC)’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

5. No bidding on brand, or product terms allowed in any search marketing. 

Grant of Licenses

1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of SANESolution (Yopti, LLC)'s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of SANESolution (Yopti, LLC) and the good will associated therewith will inure to the sole benefit of SANESolution (Yopti, LLC).

2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

SANESOLUTION (YOPTI, LLC) MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SANESOLUTION (YOPTI, LLC) SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SANESOLUTION (YOPTI, LLC) ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

Representations and Warranties

You represent and warrant that:

1. 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;

2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SANESOLUTION (YOPTI, LLC)'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless SANESolution (Yopti, LLC), and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and SANESolution (Yopti, LLC). 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to the conflicts of laws and principles thereof.

4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Additional Obligations of the Affiliate

1. The Affiliate is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.

2. The Affiliate must be at least 18 years of age.

3. The Affiliate warrants that the information furnished to SANESolution about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Affiliate must notify SANESolution immediately of any changes in the information by updating the information about him on SANESolution's website. If the Affiliate is a limited company SANESolution must be provided with the Affiliate's full registered name, company registration number, registered office, trading address if different and VAT number if registered.

4. The Affiliate warrants either that the rights to all information and productions on the Affiliate's website belong to the Affiliate or that the owner of the rights to the information and productions on the Affiliate's website has given his explicit permission to their publication there. The Affiliate also warrants that the information and productions on the Affiliate's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.

5. The Affiliate must honor deals (written, oral, or any other means) made with SANESolution. Failure to do so serves as breach of these Terms and shall cause all current and future earnings to be forfeited.

6. The Affiliate must use email swipes exactly as provided or get written approval to use other swipes. Failure to do so serves as breach of these Terms and shall cause all current and future earnings to be forfeited.

7. The Affiliate must make all efforts to promote CPL offers to their full database, or to buyers and leads in proportion to their full database. In other words, when promoting CPL offers, any actions taken to limit the number of buyers who are notified of the offer (buyer is someone who purchased a product from Affiliate), or to inflate the number of nonBuyers notified of the offer, serves as breach of these Terms and shall cause all current and future earnings to be forfeited.

Remuneration

1. The conditions of remuneration for each Affiliate Program are presented in the material used to describe the given program.

2. Barring a breach of this agreement, payment of accumulated remuneration to the Affiliate shall be made monthly if the sum owed is equal to or greater than $250USD.

3. Payment of remuneration will only be made if two months prior to the payment date the Affiliate is due an amount of at least $249.99 USD and if SANESolution has received full payment for these transactions. An amount due of less than $250USD will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least $250USD is due two months prior to that payment date. All payments are calculated upon the total Traffic generated up to the end of two months prior to the month of payment. Accumulated amounts do not accrue any interest.

4. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between SANESolution and the Affiliate.

5. Payment to the Affiliate will be made via PayPal only. Affiliate shall provide their PayPal account email address within their Partner Center website. If the Affiliate does not provide PayPal account information, their payment will not be made until they do.

6. The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to him by SANESolution.

7. Failure of the Affiliate to communicate with SANE within one week of SANE emailing the Affiliate can cause the Affiliate to forfeit earnings.

8. Actions of the Affiliate to in any way harm SANE or related persons and companies shall cause the Affiliate to forfeit earnings.

9. 99 Smoothie prizes are null if total number of leads generated by prize winner is less than 60% of prize money owed. Ex. If partner wins a $10k prize with 100 leads, the prize is null. $10k prize is valid if # leads generated to win it are equal to or greater than 6k.

10. Masterclass prizes are null if total number of attendees generated by prize winner is less than a tenth of prize money owed. Ex. If partner wins a $10k prize with 100 attendees, the prize is null. $10k prize is valid if attendees generated to win it are equal to or greater than 1k.

11. All monies shall be be paid within 90 days of launch end. Under no circumstances (including guaranteed earning per lead deals) can total monies owed to a partner exceed the equivalent of 90% of commissionable sales generated by that partner.

Indemnity

The Affiliate shall keep SANESolution indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate's website or any incorrect information given to SANESolution by the Affiliate. The Affiliate shall also compensate SANESolution for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of SANESolution's service and technical problems or loss of data caused by the Affiliate on SANESolution's website or on any website to which the Affiliate is linked by SANESolution.

Assignment of the Agreement

The Affiliate may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of SANESolution. The Affiliate agrees that SANESolution may assign its rights and obligations under this Agreement and divulge or transfer information about the Affiliate's website, e-mail etc to any third party.

Intellectual Property Rights

SANESolution owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licenses whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.

Non-disparagement.

The Parties hereby agree, on behalf of themselves and their principals, employees, affiliates, partners, and contractors, to not disparage each other’s business operations, endeavors, principals, or otherwise take any action which could reasonably be expected to adversely affect each other’s business reputations or the reputations of each other’s principals, directors and/or officers. Affiliate further agrees that she, and any third party under her/his/their control, shall not disparage any of Company’s clients, customers, suppliers, and/or representatives (collectively, the “Company Parties”), the Company Parties’ operations, endeavors, and/or principals, or otherwise take any action which could reasonably be expected to adversely affect the Company Parties’ business reputations or the reputations of the Company Parties’ principals, directors and/or officers.

Because damages to reputation and disparagement are difficult and costly to ascertain, the parties agree that liquidated damages are appropriate in this matter. Accordingly, The parties agree, that said liquidated damages shall be assessed in the amount of $100,000 per occurrence for each incident wherein it can be established that Affiliate or parties representing it, either verbally or in writing, has disparaged or said negative comments about SANESolution. This clause shall not apply to communications directly between the two parties or to disclosures to either party’s legal counsel.

Confidential Information.

Affiliate understands and agrees that in connection with the negotiation and performance of this Agreement, Affiliate may have had or have access to, or may have been or be exposed to, directly or indirectly, private or confidential information of Company, including, but not limited to, trade secrets, costs, profit figures and projections, business methods, creative processes, branding strategies, business development plans, project opportunities and specifications, any of Company’s clients’ and customers’ information of the like, the specific terms of this Agreement and any other information that Affiliate should reasonably know is confidential (the “Confidential Information”). Affiliate, on her/his/their behalf and on behalf of her/his/their subcontractors, employees, representatives, partners, or agents of any kind (as applicable) agrees to (i) hold and treat all Confidential Information of Company in the strictest of confidence, and (ii) will protect the Confidential Information with the utmost degree of care, but in no case with less care as Contractor uses to protect her/his/their own Confidential Information of like nature. Note that all financial matters and dealings with SANESolution are considered confidential.