Partner Agreement

The following are the terms and conditions of participating in the TeleMental Health Institute, Inc. (TMHI) Partner Program. “Partner” refers to yourself, and “TMHI” refers to the TeleMental Health Institute, Inc., located at 711 South Carson Street, Carson City, Nevada, 89702.

RECITALS

  1. TMHI wishes to engage the Partner to assist with marketing and promotion of TMHI’s coursework as detailed on the TMHI website, located at http://telehealth.org/courses/.
  2. Partner has access to individuals, groups, companies and other entities potentially interested in the coursework offered by TMHI.
  3. TMHI and Partner enter into this Agreement and will abide by the terms and conditions stated hereunder for the engagement of Partner as specified herein. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
TMHI will pay the Partner a 15% commission of each TMHI TeleMental Health Training Program Sale, which is identified as a referral from you by linking to us from your website using your unique Partner Link. Once an account is set up with us, you will receive an automated confirmation by email, to be followed within 90 days by a remittance, when you have earned our minimum amount of at least $300 for U.S. based partners or $50 for all others in any given 90 day period. TMHI reserves the right to hold payment until commissions accumulate to the minimum amount. Partner commission shall be paid by company check approximately every quarter, that is 90 days, and within 15 days after the 1st of the start of every quarterly period . TMHI reserves the right to modify the payment schedule as long as notice is posted to the TMHI Partner Web site. Although the Partner Program is not limited to the U.S. , all payments will be made in U.S. dollars. Partner is responsible for check-cashing fees. If a qualifying sale is canceled or refunded, the related commission will be deducted from the next quarterly payment. No Partner is the agent, servant, or employee of TMHI; each is responsible for its own local, state, or country taxes. All Partner applications are subject to approval by TMHI. Both TMHI and the Partner reserve the right to terminate this agreement at any time. If canceled, outstanding commissions for current quarterly period at time of cancellation shall be paid in the next quarterly payment so long as rules of this agreement were not violated by the Partner.
You will be issued an “Partner Link”, or unique URL, which allows TMHI to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales are recorded with your Partner Id. To receive commissions, you must use the provided Partner Link. Your Partner link is a web address, that is, a “URL” that must be appropriately hyperlinked to our TeleMental Health Institute, Inc. website, or any of our approved advertising graphics, in the form of banners, images, text links or other options available through the http://telehealth.org/affiliate web page. Directions for appropriate hyperlinking will be sent to the Partner upon submission and acceptance of the agreement herein. TMHI reserves all rights in or to its trademarks and servicemarks but may be used by Partner in accordance with this agreement as provided in the TMHI website specified above. The TMHI trademark may not be used to register internet domain names for any purpose. Partner may not display the TMHI logo, image, or trademark in a manner that may be distasteful, defamatory, or deceptive. Partner will only make use of TMHI’s name and any of TMHI’s trade or service marks or property, in any advertising or otherwise, as detailed in this agreement and the TMHI website. All other uses will require prior written consent by TMHI. Partner shall not misrepresent TMHI products or services. Partner is solely responsible for insuring that its Partner Link is set up properly to qualify for commissions.

Partner may not use its own Partner Link to order services from TMHI. Doing so will result in immediate reversal of any commission and immediate disenrollment from all TMHI coursework without refund.

Partner agrees to not send unsolicited mail or SPAM mail to promote any TMHI products or services, and that all mail sent to promote TMHI products or servcies will contain an easily seen “unsubscribe” option. Sending unsolicited or SPAM promotions of TMHI products or servcies WILL RESULT in immediate termination of your account with a cancellation of any pending commissions. Partner will also be in violation of the TMHI Partner Agreement and subject to legal action.
Sites that promote sexually explicit material or violence do not qualify as an Partner. Sites that promote discrimination based on race, sex, religion, national origin, sexual orientation or physical disability, shall not be accepted. Sites that promote illegal activities shall not be accepted. Do not apply if your company promotes these kinds of activities. By applying, you represent that your company does not directly or indirectly promote or endorse these activities.
This agreement remains in affect until canceled by either party, unless the Partner fails to earn at least $100 of partner commissions in the first 2 years of this agreement. Upon such failure, this agreement with terminate two years from the date of signing of this agreement. Receipt of notice by THMI will consist of receipt of an email sent to the address contained in the Partner profile as submitted by the Partner and subsequently reflected in the Partner area of TMHI website: http://telehealth.org/affiliate. Commissions earned through the date of expiration or cancellation of this agreement will remain payable only if the qualifying sales are not canceled or refunded by the referred Customers. Payment of the final Commission payment to the Partner may be withheld for a reasonable time in order to ensure that the correct amount is paid.
TMHI will make every reasonable effort to track and pay commissions for all sales that apply to Partner. However, TMHI is not responsible for technical problems, acts by third parties, or other events outside our reasonable control that may temporarily disrupt this service. It is Partner’s responsibility to raise any concerns that a commission earned has not been paid or has been calculated incorrectly. Any payment not so challenged within 3 months of making it will be conclusively deemed to have been accurate.
To protect TMHI customer privacy, we cannot provide identifying customer names and contact information to you. However, we will provide an online report detailing price, service, date of sale, and at the sole discretion of TMHI possibly other data for your records.
The relationship between TMHI and Partner established by this Agreement is that of independent contractors. TMHI and Partner shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein. The term “Partner” shall not be interpreted as a legal partner, but simply as an independent contractor for TMHI under this agreement. The Partner shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of TMHI.
TMHI shall not be held liability for any direct, indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program, even if TMHI has been advised of the possibility of such damages.TMHI aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by TMHI under this agreement. Partner understands that Partner tracking can never be 100% accurate and TMHI is not responsible for inaccuracies beyond its control. Tracking of Partner sales depends on several factors beyond the control of TMHI. It is the goal of TMHI to make Partner tracking as accurate as possible; however, TMHI cannot guarantee 100% tracking for situations beyond its control. If TMHI’s performance of obligations under this Agreement is materially hampered, interrupted, or interfered with by reason of any fire, lockout, strike, labor conditions, unavoidable accident, riot, war, pandemic, or act of God, or by the enactment, issuance, or operation of any municipal, county, State, or federal law, ordinance or executive, administrative, or judicial regulation, order or decree, or by any local or national emergency, or by technical dysfunction, TMHI shall be excused from performance of this Agreement. In event of breach, the breaching party has 30 days from notification by the other party to remedy the problem; subsequently, the non-breaching party may terminate at will. If you are a licensed professional, you acknowledge that you know that your state licensing laws most likely prohibit you from practicing with consumers over boundaries such as state or national borders, and accept full responsibility to determine the limits of your own licensure.
EXCEPT AS PROVIDED IN THIS AGREEMENT, TMHI MAKES NO WARRANTIES, EXPRESS OR IMPLIED. The services, course content, check lists, Center for Online Therapy Community Forums exchanges and content, information, data or materials (collectively, “Information”) made available at the TMHI web site are provided “AS IS,” without warranties of any kind. TMHI expressly disclaims any representations and warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. TMHI shall have absolutely no liability in connection with the services including without limitation, any liability for damage to your computer hardware, camera hardware, hardware, information, reputation, materials and business resulting from the Information or the lack of information available on the TMHI web site. TMHI shall have no liability for:
  • Any loss or injury caused, in whole or in part, by its actions, omissions, or negligence, or for contingencies beyond its control, in procuring, compiling, or delivering the Information;
  • Any errors, omissions, or inaccuracies in the Information regardless of how caused, or delays or interruptions in delivery of the Information; or
  • Any decision made or action taken or not taken in reliance upon the Information furnished hereunder.
TMHI makes no warranty, representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of the Information or that the Information may be relied upon for any reason. TMHI makes no warranty, representation or guaranty that the Information will be uninterrupted or error free or that any defects can be corrected. For purposes of this section, “TMHI” shall include Telemental Health Institute, Inc. and the Center for Online Therapy as well as any of its subsidiaries, successors, parent company (Pioneer Development Resouces, Inc.), and their employees, partners, principals, agents and representatives, and any third-party providers or sources of information or data.
This agreement shall be governed by the laws of the State of Nevada, without regard to its conflict-of-laws provisions, and of the United States.
  • All disputes, controversies, or claims arising out of or relating to this contract shall be submitted to binding arbitration in accordance with the applicable rules of the American Arbitration Association then in effect.
  • Any litigation under this agreement shall be resolved in the trial courts of Las Vegas, Clark County, State of Nevada.
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All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses, including this email address for the Partner: ___________________ and this email address for TMHI: affiliate@telehealth.org
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

AMENDMENT

This Agreement may be amended or modified only by a written instrument executed by both TMHI and the Partner.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, TMHI may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Partner are personal and shall not be assigned by him.

MISCELLANEOUS

The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. No delay or omission by TMHI in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by TMHI on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
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