This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the HeartBeat Services. As used in this Agreement, "we", "us", or "our" means HearBeat Services or any of our affiliate parties, as the case may be, and "you" means the applicant. "HeartBeat.my Site" means the site that has its primary home page identified by the URL www.heartbeat.my, and "site" means a World Wide Web site. "Your site" means any site that you will link to the HeartBeat.my Site.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete HB!Affiliate application via the HeartBeat.my Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable for the HB!Affiliate. Unsuitable sites include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
- violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Links on Your Site
We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the HeartBeat.my Site, to provide on your site one or more of the following types of links to the HeartBeat.my Site:
Product Links: You may select one or more Products to list on your site using a variety of formats that we make available to you, such as text link format or graphical link format.
A "Product" is any product listed on the HeartBeat.my Site that is fulfilled by us or on our behalf. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You may add or delete Products (and related links) from your site at any time without our approval. You may not use Special Links to link to the HeartBeat.my Site from references to products on your site that are not "Products" as defined above.
General Link to HeartBeat.my Site Home Page: You may provide a general link on your site to the home page of the HeartBeat.my Site.
Easy Link: You may provide an "Easy Link" on your site, which is a Special Link through which we may serve content as we deem appropriate. If you choose to provide a graphical Easy Link, you agree you will use the graphical artwork we serve or otherwise provide to you only to identify the Easy Link. If you choose to provide a text-only Easy Link, you agree you will not alter the text we serve or otherwise provide to you to identify the Easy Link.
Any Page Link: You may provide a link on your site that will link to any particular page on the HeartBeat.my Site, provided that you properly use the special link formats provided on the HeartBeat.my Site as part of the Program to create such link.
We will provide you with guidelines and graphical artwork to use in linking to the HeartBeat.my Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the HeartBeat.my Site. You must ensure that each of the links between your site and the HeartBeat.my Site properly utilizes such special link formats. Links to the HeartBeat.my Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on the HeartBeat.my Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the HB!Affiliate and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the HeartBeat.my Site.
Except for the license 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, guidelines or graphical artwork referenced above, or with respect to the HeartBeat.my domain name.
You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will:
(a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the HeartBeat.my Site;
(b) ensure that any “Privacy Information” link or HeartBeat trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site;
(c) use any data, images, text, or other information obtained by you from us or the HeartBeat.my Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement;
(d) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant;
(e) not modify or alter any Content that consists of a graphic image, other than to resize it; (f) not edit any Content that consists of text, other than to shorten its length;
(g) not sell, redistribute, sublicense or transfer any Content;
(h) not use any Content in a manner intended to send sales to any site other than the HeartBeat.my Site;
(i) promptly delete any Content that is no longer displayed on the HeartBeat.my Site or that we notify you is no longer available for your use and
3. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the HeartBeat.my Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. 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 by using Special Links from your site to HeartBeat.my Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Referral Fees
We will pay you referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to the HeartBeat.my Site, and add the Product to his or her shopping cart or purchase the Product via our 1-Click feature during a session. The session ends upon one of the following events:
(a) 24 hours elapses from the customer's initial click-through,
(b) the customer orders the Product, or
(c) the customer follows a third party's Special Link.
We will only pay referral fees on eligible Products after order, payment and shipping have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the HeartBeat.my 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 the HeartBeat.my Site are not properly formatted.
We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart or are purchased via our 1-Click feature after the customer has reentered the HeartBeat.my Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the HeartBeat.my Site. In addition, gift certificates that are not redeemable on the HeartBeat.my Site are not eligible to earn referral fees.
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. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result in the withholding of referral fees and/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) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the HeartBeat.my Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the HeartBeat.my Site);
(b) 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;
(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the HeartBeat.my Site;
(d) make any orders or subscription requests, or engage in other transactions of any kind on the HeartBeat.my Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
(e) 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;
(f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the HeartBeat.my Site or otherwise around or in conjunction with the display of the HeartBeat.my Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;
(g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the HeartBeat.my Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the HeartBeat.my Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);
(h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or
5. Cash Out or Redemption
We will pay out your earning when you have requested to cash out. 1 HB!
The minimum amount of cash out is RM100. We directly deposit your earning into your bank account. However, you can choose to redeem our products with your accumulated earning. For those orders with HB!Affiliate earning, delivery fee will be waived.
6. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.
For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed.
In addition, if you choose to display prices for any Product on your site in any "comparison" format together with prices for the same or similar products offered through any web site or other outlet other than the HeartBeat.my Site, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the Product is available on the HeartBeat.my Site.
You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
7. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program.
We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with HeartBeat" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
8. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner.
You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
9. 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:
- the technical operation of your site and all related equipment
- ensuring the display of Special Links on your site does not violate any agreement between you and any third party
- the accuracy and appropriateness of materials posted on your site
- ensuring that materials posted on your site do not violate or infringe upon the rights of any third party
- ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.
10. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program 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.
Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the HeartBeat.my Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the HeartBeat.my Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE HeartBeat.my 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. 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.
14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program. In addition, we make no representation that the operation of the HeartBeat.my Site will be uninterrupted or error-free, and we will not 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 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the Malaysia, without reference to rules governing choice of laws. 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 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 Agreement.