Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the HealthGuardTM.com Affiliates Programme (the "Programme").

As used in this Agreement, "we" (and "us" and "our") means HealthGuard Healthcare Ltd., and "you" (and "your") means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to our site at http://www.HealthGuardTM.com and operated through HealthGuard Healthcare Ltd., a company incorporated in England under Company number 4252476 and whose registered office is located at 3 Adelaide Road, London NW1, UK or to the site that you will link to our site. Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our affiliates, including HealthGuardTM.com, on our behalf

1. Enrolment in the Programme

To begin the enrolment process, you need to submit a complete Programme application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Programme. Unsuitable sites include, but are not limited to, those that:

1. promote sexually explicit materials
2. promote violence
3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
4. promote illegal activities
5. violate intellectual property rights

If we reject your application, you are welcome to reapply to the Programme at any time.

2. Links on Your Site

We grant you a revocable, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes as contemplated below:

General Link to HealthGuardTM.com Home Page:
You may provide a general link on your site to our home page http://www.HealthGuardTM.com. We will provide you with guidelines and graphical artwork to use in linking to the HealthGuardTM.com home page. Except for the licence granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the special links, link formats, technical specifications or guidelines or graphical artwork referenced above, or with respect to the HealthGuardTM.com domain name.

3. Order Processing

We will process product orders placed by customers who follow special links from your site to the HealthGuardTM.com site. We reserve the right to reject orders that do not comply with any requirements that we or HealthGuardTM.com periodically may establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will send you reports summarising this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

4. Referral Fees

We will pay you referral fees on sales to third parties. For a sale to generate a referral fee, the customer must follow a special link (in the format specified by us) from your site to the HealthGuardTM.com site; purchase products on the HealthGuardTM.com site using our automated ordering system; accept delivery of the product at the delivery destination and remit full payment to HealthGuard Healthcare Ltd. We will not, however, pay referral fees on any products that are added after the customer has re-entered our site (other than through a special link from your site), even if the customer previously followed a link from your site to our site.

5. Referral Fees Schedule

You will earn referral fees based on the sale price of products (as defined above), according to fee schedules to be established by us from time to time. "Sale price" means the sale price listed in the HealthGuardTM.com site and excludes costs for dispatching, handling, gift-wrapping and taxes (including VAT, if any). The current fee schedule is 20% of the sale price for each product.

6. Fee Payment

We will pay you referral fees (including VAT, if any, on presentation of a valid VAT invoice) on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a cheque for the referral fees earned on products that were dispatched during that quarter, less any taxes that we are required by law to withhold. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you an invoice for the fee.

7. Policies and Pricing

For the avoidance of doubt, customers who buy products through this Programme will be customers of our affiliate HealthGuard Healthcare Ltd Accordingly, all HealthGuard Healthcare Ltd rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, HealthGuard Healthcare Ltd will determine the prices to be charged for products sold under this Programme in accordance with its own pricing policies. Prices may vary. You must not include price information on your site. HealthGuardTM.com will use commercially reasonable efforts to present accurate information.

8. Identifying Yourself as an Affiliate

We will make available to you a small graphic image that identifies your site as a Programme participant. You must display this logo somewhere on your site. We may modify the graphic image from time to time. In addition, we encourage (but do not require) you to include a link to the HealthGuardTM.com home page at http://www.HealthGuardTM.com.

9. Limited License

We grant you a nonexclusive, revocable right to use the icon described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Programme participant and to assist in generating product sales. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you written notice.

10. Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

1. the technical operation of your site and all related equipment
2. the accuracy and appropriateness of materials posted on your site
3. ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, - trademarks, privacy or other personal or proprietary rights)
4. ensuring that materials posted on your site are not libellous or otherwise illegal

We and our affiliates disclaim all liability for these matters. Further, you will indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

11. Terms of the Agreement

The term of this Agreement will begin upon our acceptance of your Programme 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 written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request destroy, any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

12. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Programme rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our or our affiliates products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site other than for the purpose of referring users to our site as contemplated under this Agreement, or that otherwise reasonably would contradict anything in this Section.

14. Limitation of Liability

Neither we nor any of our affiliates will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Programme, even if we or any of our affiliates have been advised of the possibility of such damages. Further, our and our affiliates' collective aggregate liability arising with respect to this Agreement and the Programme will not exceed the total referral fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.

15. Disclaimers

To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Programme or any products sold through the Programme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor any of our affiliates makes any representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

16. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES 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 PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

This Agreement will be governed by the laws of the United Kingdom, reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of England and  you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and 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 Agreement.