Terms of Service Affiliate
In using The Company’s website(s) you are deemed to have read and agreed to the following terms and conditions:
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Terms of Services: "Rep", “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. "The Company", “Ourselves”, “We” and "Us", refers to Novus Medical Group, Inc. and all subsidiary entities. “Party”, “Parties”, or “Us”, refers to both the Client (Members/Patients) and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing Federal and/or State Law. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
The Company is an organization offering insurance programs and insurance related plans within the Wellness field of healthcare delivery, including Wellness treatments, therapies, and supplements; additionally, other alternative treatments such as the use of Cannabidiol and Medical Marijuana (“MMJ”) by patients throughout the United States where MMJ is legal. You attest by your agreement to participate as an Affiliate to introduce and sell The Company’s insurance programs and insurance related plans to individuals Nationwide for The Company’s entire offering of Wellness/Integrative Healthcare plans.
Therefore, in consideration of the mutual promises and covenants herein, the parties agree as follows:
1. General Terms
a) Rep agrees to introduce and sell The Company’s insurance programs and insurance related plans to individuals Nationwide for Wellness/Integrative Healthcare and Medical Marijuana products and services. For each patient who becomes a paying member of Novus which was procured by Rep, The Company will pay a monthly commission as agreed upon between the Rep and The Company.
b) The Company will provide banner ads to post on the Rep’s website, or other social media sites, linking direct to The Company’s enrollment page throughout the duration of this Agreement.
c) Subject to the prior approval of The Company, Rep can procure Providers for inclusion as a Network Provider for The Company. For each MMJ provider contracted as a Network Provider, Rep will be paid a one-time commission of $250.00.
d) Any patients who become a member of The Company procured by Rep shall be the members of The Company, and Rep shall not engage in any steering activities.
2. Confidentiality of Information
Rep shall keep strictly confidential and shall not disclose any information it obtains under or pursuant to this Agreement or otherwise, including, but not limited to, all member information contained in The Company’s database, unless required for discharging Rep’s obligations under the Agreement. The parties further agree as follows:
a) Each party agrees to keep confidential all information each party may obtain regarding the other party’s operations or activities and under no circumstances divulge such information to any person.
b) All information, development processes, market research, systems development, market techniques, product improvement, processes, programs and methods used or employed in connection with the Agreement shall be considered trade secrets and/or confidential and proprietary information belonging to The Company.
c) Rep shall use its best endeavors to ensure that its employees, agents and subcontractors fully comply with the terms of this clause. Upon termination of the Agreement, Rep shall return or, at the direction of The Company, destroy all proprietary materials of The Company in Rep’s care, custody or control.
d) Subject to the limitations set forth in Paragraph 2, all information disclosed to the other party shall be deemed "proprietary information”. In particular, proprietary information shall be deemed to include any information, including but not limited to a marketing technique, publicity technique, public relations technique, process, algorithm, program, web design, design, drawing, mask work, formula, or test data research, work in progress, future development, engineering, manufacturing, marketing, servicing, financing, or personal matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors, or business, whether in whole or in part, oral, written, graphic, or in an electronic form.
e) The term "proprietary information" shall not be deemed to include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of receiving party, generally known or available information; (ii) is known by the receiving party at the time of receiving such information as evidenced by its records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on non-disclosure; (iv) is independently developed by the receiving party without reference to the information disclosed hereunder; or (v) is the subject of a written permission to disclose provided by the disclosing party. Notwithstanding, any other provision of this Agreement, disclosure of proprietary information shall not be precluded if such disclosure:
a. Is in response to a valid order of a Court or other governmental body of the United States of America, or any other political subdivision thereof;
b. Is otherwise required by law; or
c. Is otherwise necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary.
f) In the event that the receiving party is requested in any proceedings before a court or any governmental body to disclose proprietary information, it shall give disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order. If in the absence of a protective order, the receiving party is nonetheless compelled to disclose proprietary information, the receiving party may disclose such information without liability hereunder; provided however, that such party gives the disclosing party advanced written notice of the information to be disclosed and upon the request and at the expense of the disclosing party, uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.
g) Each party shall maintain trust and confidence and not disclose to any third party or use for any unauthorized purpose any proprietary information received from the other party. Each party may use such proprietary information in the extent required to accomplish the purpose of the discussions with respect to the subject. Proprietary information shall not be used for any purpose or in any manner that would constitute a violation of a valid law or regulation, including without limitation, export control law of the United States of America or Canada. No other rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.
h) Proprietary information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.
i) The responsibilities of the parties are limited to using their best efforts to protect the proprietary information received with the same degree of care used to protect their own proprietary information from unauthorized use or disclosure. Both parties shall advise their employees or agents who might have access to such proprietary information of the confidential nature of said proprietary information and that by receiving such information; they are agreeing to be bound by this Agreement. No proprietary information shall be disclosed to any officer, employee, or agent of either party who does not have a need for such information for the purpose of the discussions which are the subject of this Agreement.
j) All proprietary information (including all copies thereof) shall remain the property of the disclosing party and shall be returned to the disclosing party after the party's need for such information has expired, or upon request by the disclosing party, and in any event, upon completion or termination of this Agreement. The receiving party further agrees to destroy all notes and copies thereof made by its officers
and employees containing or based on any proprietary information and to cause all agents and representatives to whom or which proprietary information has been disclosed to destroy all notes and copies in their possession that contain proprietary information.
k) This Agreement shall survive any termination of the discussions which are the subject of this Agreement, and shall continue in full force and effect until such time as parties mutually agree to terminate it.
l) This Agreement shall be governed by the laws of the United States of America, and as those laws that are applied to contracts entered into and to be performed in all states. Should any revision or part of this Agreement be determined to be void, invalid, or otherwise unenforceable by any Court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
m) This Agreement contains the full and final, complete and exclusive terms of the parties relating to the subject from which this Agreement was created. This Agreement shall supersede any prior agreement, whether oral or written. This Agreement may not be changed and or otherwise modified or amended except with a subsequent written instrument executed by both/all parties.
n) Each party acknowledges and agrees that in the event of any breach by either party, including without limitations, the actual or threatened disclosure of a disclosing party's proprietary information without the prior express written consent of said party, the disclosing party will suffer irreparable damage and injury such that no remedy at law will afford adequate protection against or appropriate compensation for such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of a receiving party's obligations under this Agreement. As well, further injunctive relief may be sought, and granted by a Court of competent jurisdiction.
o) Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
p) Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.
q) Non-Circumvention. During this Agreement, and for a period of no less than two years after its termination, if the Rep engages in any financial or other business transaction with any of the Company’s Protected Parties, then the Rep shall pay The Company, immediately upon the closing of that transaction, compensation (in cash and equity) equal to the amount of financial benefit gained by the Rep. The term “Company Protected Party” shall mean any person or entity that either The Company introduced to the Rep in connection with this Agreement, or a third party person or entity that has a business or other affiliation with any person or entity that The Company introduced to the Rep in connection with The Company’s services under this Agreement.
r) No Contact with Protected Party. Unless authorized by The Company in writing, under no other circumstances shall the Rep make any effort to contact a Company Protected Party. Any and all contact information regarding the proprietary information is being provided solely for evaluative purposes only. The evaluative nature of this information is meant solely to assist Rep in deciding whether or not they wish to execute a compensatory arrangement with The Company with respect to a potential business dealing with The Company’s Protected Party.
Rep will have direct or indirect active role with The Company, thus undertakes not to compete in any way, directly or indirectly, with the business of The Company or its parent company. If the Rep ceases to participate in this Agreement, then the Rep agrees not to compete in any way with the business of The Company as defined at that moment, during the following 2 years.
4. Independent Contractors
The parties are independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, or an employment or agency relationship between the parties. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other. Neither party is liable for the acts of the other.
Each party to this Agreement shall bear the costs and expenses incurred by it in relation to the negotiation, drafting and execution of the Agreement.
By agreeing to participate as a Rep, the parties hereto have entered into the Rep agreement.