This Agreement is made and entered into by and between Valentis Life Sciences Limited, located at 268 Bath Road, Slough, Berkshire - SL1 4DX
(“COMPANY”, “we”), and our Advocates/Member (“Advocate/Member”, “you”), whereby
Advocate/Member will market Company’s products to Referral/Customer, in exchange for Referral Fees.
COMPANY produces Beauty and Health products,
COMPANY hereby grants to Advocate/Member a nonexclusive, nontransferable right to market
and otherwise promote the products to Referral/Customers.
The Referral Program offered by (Valentis Life Sciences Limited) has been created to reward
you, our loyal Customers, (“you,” “Member/Advocate,” “Referrer",“Participant”) for doing what you
would already do – recommending us to friends, family and followers who sign on to be customers
(Referral). It was also created to reward your friends, family and followers for listening to your
great advice in referring us, by offering them a reward for signing up at your referral!
The following Referral Program Terms and Conditions contain important information
about our program, so please read them carefully. These Program Terms and
Conditions are a binding agreement between you and Inspire and will govern your
participation in any and all Program offers. By participating in the Program, you agree to
participate in the Program, if you do not agree to these Program Terms and Conditions
in their entirety.
(Valentis Life Sciences Limited) reserves the right to modify these Program Terms and
Conditions at any time, at its sole discretion, and without notice to you. Participation in
the Program is considered acceptance of Program Terms and Conditions and any
modifications which might be made. (Valentis Life Sciences Limited) may also, in its sole
discretion, change, cancel, suspend, or modify any aspect of the Program without
notice. (Valentis Life Sciences Limited) also reserves the right to disqualify any customers or
prospective customers at any time from participation in the Program.
How do I refer?
Its simple - create your referral page link and share with your friends/followers on social media .
Can I refer more than one friend or family member?
Yes. There is no limit on the number of friends or family members you can refer.
How many times can I refer?
There is no limit on how much someone can refer, or how much you can earn.
What will NOT be considered a valid referral eligible for a referral payment?
1. When you refer people who previously referred you
2. When you refer yourself, or refer people you have referred previously and use
different email addresses to try circumvent fraud detection
3. When you refer a new location that is part of the same business.
4. (Valentis Life Sciences Limited) reserves the right to refuse any referral payout based on
findings of its own investigations into suspected fraudulent activity.
5.Not be combined with any other offers, we reserve the right to change the conditions of this offer at any time."
6. The Referral Program is available to all existing/new customers (Referring Customer).
7. You must be 18 years or older to be part of this Program.
8. To be eligible for the Referral Program the Referring Customer must refer a
Referred Contact who is happy becoming a customer.
9. A referral will be deemed successful when a Referred Contact makes a purchase.
10. An individual can only be nominated for the Referral Program once, but reward is valid for multiple purchases they may do via your referral link.
11. Offer not valid and rewards are not payable for self-referrals - you cannot refer yourself.
12. We reserve the right to cancel the Referral Program without prior notice in its
entirety or for a specific referrer at any time for any reason.
13. All questions or disputes regarding eligibility for the Referral Program will be
resolved by (Valentis Life Sciences Limited) in its sole discretion.
Qualified Referrals . A Qualified Referral occurs when:
i. The Member/Advocate, clicks the Program link on the referral site and shares a Referral
Program Link through email, Facebook, or Twitter with a Person/Customer/the Referral.
ii. If the Referral /Customer/Person uses that link and follows the instructions shared by the Member and
becomes a (Valentis Life Science Limited) customer by purchasing the products, they will then be a qualified referral/customer.
iii. Then the Member will receive a referral reward 10%. When the Referred customer has
(made a purchase) the
Referral/Customer will receive a 15% referral reward.
To be eligible for participation in the Program, the Member /Advocate must be a current
Customer of (Valentis Life Sciences Limited). Both the Member/Advocate and the Referral/Customer must be at
least 18 years of age. (Valentis Life Sciences Limited) reserves the right to find
ineligible any Participant in the Program at its sole discretion.
. Rewards may be taxable, depending on the value of the item and
local tax laws applicable to the Participant. Participants are solely
responsible for reporting such items on their tax returns and paying any associated tax
COMPANY will pay you referral fees on our Products sales to customers. For a Product
sale to be eligible to earn a referral fee, the customer must follow a Special Link to our
site, select and purchase the Product using our automated ordering system, accept
delivery of the Product, and remit full payment to us. We will make best efforts to
determine your customers returning to our website for up to 1000 days after your initial
referral, either through a cookie placed in customers' browser and/or through their email
address. We cannot, however, guarantee the payment of referral fees on any Services
that are purchased after the customer has reentered our site (other than through a
Special Link), as determined by us, even if the customer previously followed a link from
your site to our site, if for any reason we are unable to identify you as the Advocate (for
example if the customer returns to our site using different computer and/or email
address). In cases where the customer re-enters our site more than once referred by
multiple Advocates, only the last referring Advocate will earn the commission.
You may not purchase products during sessions initiated through the links on your site
for your own use, for resale or commercial use of any kind. Such purchases may result
(in our sole discretion) in the withholding of referral fees or the termination of this
Agreement. Products that are eligible to earn referral fees under the rules set forth
above are referred to as "Qualifying Products."
In addition, you may not: (a) read, intercept, record, redirect, interpret, or fill in the
contents of any electronic form or other materials submitted to us by any person or
entity; (b) in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of our site; (c) make any orders or subscription
requests, or engage in other transactions of any kind on our site on behalf of any third
party, or authorize, assist, or encourage any other person or entity to do so; (d) take any
action that could reasonably cause any customer confusion as to our relationship with
you, or as to the site on which any functions or transactions (e.g., search, order,
browse, and so on) are occurring; or (e) post or serve any advertisements or
promotional content around or in conjunction with the display of our site (e.g., through
any "framing" technique or technology or pop-up windows), or assist, authorize, or
encourage any third party to take any such action. If we determine, in our sole
discretion, that you have engaged in any of the foregoing activities, we may (without
limiting any other rights or remedies available to us) withhold any referral fees otherwise
payable to you under this Agreement and/or terminate this Agreement.
License Grant of COMPANY Marks
Subject to all the terms and conditions of this Agreement, COMPANY hereby grants
advocate a nonexclusive, non-transferable license to use the COMPANY trademarks,
logos, and copyrighted material ("COMPANY Marks") solely in connection with
promoting the Services. Partner hereby acknowledges and agrees that (i) the
COMPANY Marks are owned solely and exclusively by COMPANY or its affiliates, (ii)
except as set forth herein, Advocate has no right, title or interest in or to the COMPANY
Marks; and (iii) all use of the COMPANY Marks by Advocate shall inure to the benefit of
COMPANY and its subsidiaries. Advocate agrees that it shall not engage, participate or
otherwise become involved in any activity or course of action that diminishes and/or
tarnishes the image and/or reputation of COMPANY or of any COMPANY Mark.
Use and Display of COMPANY Marks
Advocate acknowledges and agrees that the presentation and image of COMPANY
Marks should be uniform and consistent with respect to all services, activities and
products associated with the COMPANY Marks. Accordingly, Advocate agrees to use
the COMPANY Marks solely in the manner in which COMPANY shall specify from time
to time in COMPANY’ sole discretion.
Advocate further agrees: (i) to be solely responsible for all expenses and fees incurred
in connection with this program; (ii) use best efforts to successfully market, advertise
and sell COMPANY products during the term of this Agreement; (iii) not engage in any
deceptive, misleading, illegal, or unethical practices that may be detrimental to
COMPANY or its products or services; (iv) not make any representations, warranties, or
guarantees on behalf of COMPANY, or otherwise concerning COMPANY Services that
are inconsistent with or in addition to any such representations, warranties, or
guarantees made by COMPANY; and (v) use the then-current name as used by
COMPANY (but will not represent or imply that Advocate is a partner or employee of
Term & Termination
The term of this Agreement shall continue until it is terminated. Either party may
terminate this Agreement at any time upon providing written notice to the other party.
Upon expiration or termination of this Agreement for any reason, all rights and
obligations of the Parties under this Agreement shall be extinguished, except that: (a) all
accrued payment obligations here under shall survive such expiration or termination, if
applicable; and (b) any other provisions of this Agreement that should reasonably
survive expiration or termination shall survive such expiration or termination.
Advocate shall defend, indemnify, and hold COMPANY, its affiliates, and any of their
officers, directors, agents and employees harmless from and against any action, claim
or suit brought against COMPANY or its affiliates, including any and all losses,
damages, costs, and expenses (including reasonable attorneys’ fees) arising from or
out of: (a) any breach or alleged breach by Advocate of any representation, warranty or
other obligation of Advocate under this Agreement; (b) any alleged or actual violation by
Advocate of any laws, policies, guidelines, regulations, ordinances, rules and/or orders
of any governmental authority or regulatory body having jurisdiction over Company and
the subject matter hereof; (c) the negligence or willful misconduct of Advocate, its
employees or agents; or (d) Advocate’s advertising, marketing, promotion, sale, or
distribution of any of the Qualifying Products.
Advocate shall not, directly or indirectly, disparage COMPANY, any COMPANY Mark
(including trademarks, service marks and other such marks, registered or not and/or the
COMPANY Services, during the term of this Agreement and for a period of twelve
months thereafter. Furthermore, Advocate shall not solicit or hire any employee or
consultant of COMPANY to leave their employment or consulting relationship with
COMPANY during the term of this Agreement and for a period of twelve months
NON-COMPETITION & NON-SOLICITATION
In order to protect the legitimate business interests of COMPANY, Advocate agrees that
during the term of this Agreement and for a period of 24 months thereafter, Advocate or
its stakeholders will not directly or indirectly, whether as owner, sole proprietor, partner,
shareholder, director, member, consultant, agent, founder, co-venture partner or
otherwise, (i) do anything to divert or attempt to divert from COMPANY any business of
any kind, including, without limitation, solicit or interfere with any of COMPANY'
customers, clients, members, business partners or suppliers, (ii) engage, invest or
participate i n any business that is similar to those which COMPANY has created or has
under development during the business relationship.
If any provision of this Agreement is held to be invalid or unenforceable for any reason,
the remaining provisions will continue in full force without being impaired or invalidated
in any way. The Parties agree to replace any invalid provision with a valid provision,
which most closely approximates the intent and economic effect of the invalid provision.
Headings are used for convenience of reference only and in no way define, limit,
construe or describe the scope or extent of any section, or in any way affect this
This Agreement does not confer on either Party any rights that are exclusive. Each
Party is free to contract with others with respect to the subject matter of this Agreement.
Relationship of the Parties
The Parties are independent contractors and nothing in this Agreement shall make them
joint venturers, Companies, employees, agents or other representatives of the other
Party. Neither Party shall make any representation that suggests otherwise.
This Agreement will be governed by the laws of the England & Wales
, without reference to rules governing choice of laws. This Agreement may not be
assigned by either party without the prior written consent of the non-assigning party.
Notwithstanding the foregoing, COMPANY may assign this Agreement to the surviving
entity in the case of a merger, acquisition or sale of all or of substantially all of its assets
without the consent of the Advocate. Subject to that restriction, this Agreement will be
binding on, inure to the benefit of, and be enforceable against the parties and their
respective successors and assigns. Our failure to enforce your strict performance of any
provision of this Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this AgreementAcceptance of these Referral Terms
. By participating in the Referral Program in any
way, you agree to be bound by these Referral Terms. If you do not agree to all of the
terms and conditions of these Referral Terms, you may not participate in the Referral
Program. We may revise these Referral Terms from time to time in our sole discretion,
subject to applicable law. When we revise these Referral Terms, we will post the
revised version on the Website. You are free to decide whether or not to accept a
revised version of these Referral Terms, but accepting these Referral Terms, as
revised, is required for you to continue participating in the Referral Program. If you do
not agree to these Referral Terms or any revised version of these Referral Terms, your
sole recourse is to terminate your participation in the Referral Program. Except as
otherwise expressly stated by us, your participation in the Referral Program is subject
to, and constitutes your acceptance of, the version of these Referral Terms in effect at