HCF Partner Program Terms and Conditions

Last Updated: June 06th, 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Independent Contractor Agreement: Terms and Conditions for Participation in the HCF Science LLC (“HCF” or “we”) Partner Program.

Now for the “fine print.” You and we want to treat each other fairly and conduct our respective businesses honestly. These are the terms and conditions under which you can be our independent contractor to promote HCF products and services on independent websites in return for a commission on sales. Print out this page for your records, but please be aware that the terms and conditions here are subject to change at any time.

First, for clarity’s sake, here are definitions of some terms that we will use in the agreement:
- “Advertising Material” means the banners and product information in the Partners’ resource area of HCF Websites, to be used for promotional activities.
- “Partner” means an independent contractor, non-employee of HCF who has been granted the rights described below for promoting the Products in exchange for a Commission, subject to all the terms and conditions of the Agreement. On occasion, the term “you” may be employed.
- “Partner Website” means a site operated by the Partner, as distinct from this website or any other website operated by HCF itself.
- “Agreement” means this document, which is a contract, setting forth the terms and conditions of the HCF relationship with you.
- “Commission” means the commission payable to the Partner as a direct result of visits to HCF Website(s) via Links.
- “Confidential Information” means any information and data conveyed or discovered in connection with the Agreement, that regard (as applicable) the other party’s business transactions, sales, commissions, supply, research, computer programs, code, financial data, business plans, marketing data, distribution, and Partner program methods.
- “Content” means any information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software) provided by HCF on its Website or any other distribution medium.
- “Intellectual Property” means the registered or unregistered patent, copyright, database right, design right, trademarks and service marks or other industrial or intellectual property right of HCF anywhere in the world, existing now or later, and the sole right to apply for them and any actual application for them.
- “Liability” means legal actions, awards, costs, claims, damages, losses (including direct or indirect consequential losses), demands, expenses, fines, loss of profits, loss of reputation, judgments, penalties, and proceedings and any other losses.
- "Disease Terminology" means common disease terminology (not limited solely to this list) that can never be used in the promotion of HCF Products: "memory disorders, memory loss, mild cognitive impairment, dementia, Alzheimer’s disease, anxiety disorders, stress, posttraumatic stress disorder, generalized anxiety disorder, obsessive compulsive disorder, panic attacks, panic disorder, phobias, separation anxiety, social anxiety / social phobia, mood disorders, major depression, atypical depression, dysthymia, seasonal affective disorder, postpartum depression, bipolar disorder, personality disorders, attention disorders, attention deficit disorder, attention deficit hyperactivity disorder, autism disorders, autism, Asperger syndrome, Rett’s syndrome, childhood disintegrative disorder, pervasive developmental disorder, addictive disorders, alcohol abuse dependency, drug abuse dependency, eating disorders, movement disorders, dystonia, Huntington’s disease, Parkinson’s disease, restless leg syndrome, tics, Tourette’s syndrome, tremor, multiple sclerosis, hormone disorders, sleep disorders, premenstrual syndrome, sex dysfunctions, high / low blood pressure, obesity, pain disorders, chronic pain, fibromyalgia, chronic fatigue syndrome, carpal tunnel syndrome, arthritis, migraine headaches.
- “Link” means a unique hypertext link between an Partner Website and a HCF Website, used to promote the Products by a HCF Partner in accordance with the terms of this Agreement, for the sole purpose of carrying out the Promotional Activities.
- “Products” means the products and services shown on the HCF Websites that are available for promotion by Partners through the HCF Partner Program.
- “Promotional Activities” means the use of Advertising Material on the Partner Websites by the Partner and any other activity authorized in writing by HCF to promote the Products and/or to drive web traffic from the Partner Websites to the HCF Websites via the Link.
- “Transaction” means the actual customer sale of a Product on a HCF Website that arises as the direct result of the customer visiting the HCF Website via the Link from an Partner Website.
- “HCF Partner Program” is the name of an Partner marketing program owned and operated by a company named HCF Science LLC (which we will abbreviate here as “HCF”).
- “HCF Website” means a website (including this one) owned and operated by HCF, as opposed to Partner Websites that are owned and operated by Partners as independent legal entities.

1. ANTI-SPAM POLICY

HCF defines spamming with a broader scope than other Partner programs with lower marketing standards and principles. The HCF definition of spam includes not only email spamming, but most other forms of unsolicited advertising as well. Our ban on unsolicited advertising includes any quantity of recipients. Whether it is 1, or 1 million, it is prohibited.
Unsolicited commercial email of any kind is strictly prohibited, even if it complies with the U.S.CAN-SPAM Act of 2003 (“Controlling the Assault of Non-Solicited Pornography and Marketing Act”) and the anti-spam laws of all other jurisdictions;
- Unsolicited instant messages;
- Electronic newsletters of any kind;
  - This ban includes double opt-in newsletters, unless you receive prior written authorization from HCF;
- Unsolicited postings on public forums such as newsgroups, message boards, chat rooms, instant chat programs, guest books, web pages, or any other public forum.
- The only exceptions to this policy are:
  - Posting in public forums of which you are the 100% owner.
  - Posting in public forums where the owner has given you written permission.
  - Posting in public forums in the “business opportunities” forum, if applicable.
HCF does NOT pay on hits from spamming.
- If HCF confirms you have promoted any of its products via any of the unsolicited advertising methods noted above, we will immediately invalidate all current sales and terminate your account without notice. Let us say it again for effect: IF YOU ARE CAUGHT PROMOTING OUR SITES WITH ANY FORM OF SPAM AS DEFINED ABOVE, YOUR ACCOUNT WILL BE TERMINATED, ALL AMOUNTS OWING WILL BE FORFEITED, and WE WILL PURSUE LEGAL ACTION. HCF has a zero tolerance approach towards violators of this policy.
  - This policy will be fully enforced regardless of the “status” of the Partner. This policy will be applied equally to all, and compliance is mandatory for all Partners – no excuses by violators will be accepted – no Partner is considered too “new” to the program to understand this policy, and no Partner is considered too “important” to respect this policy.
Why is HCF so strict with its anti-spam measures and enforcement of its anti-spam policy?
- The reasons are simple. First of all, it is illegal. Secondly, we want you to be successful and make more money in the HCF Program. Spamming equates to a poor gamble on minor short term gains at the expense of assured long term success.
  - Programs that condone spamming end up being blacklisted and relegated to bottom feeding with slow and unreliable web hosting options – low on speed and high on downtime.
  - We are able to secure top level, fast, reliable web hosting to serve our web pages and order pages to your productive, targeted audience because we have not sacrificed these privileges by hammering an unproductive and poor target audience with unsolicited marketing.
  - Programs that condone spamming end up with product URLs, domains, and websites being content-filtered by block lists and anti-spam software, which means that critical email such as Commission notifications, Partner newsletters, and order confirmations will not get through.
  - If a website is deemed to be generating spam, third-party testing services, such as McAfee Site Advisor, can render a negative review of the website. This can result in the denial of paid search term advertising.
  - If you have any questions about whether or not your marketing methods are banned by this policy, contact us BEFORE you start your campaign.
  - Therefore, this policy is in the best interests of all Partners, is a commitment to your long term success, and ensures the HCF Program will remain a leader in the industry.

2. PERSONAL INFORMATION

It is your sole responsibility to ensure that the personal details that you provide on the application are true and accurate, and that you will inform us if they change. You hereby also warrant that you are who you say you are in your application.
In some places, there is a minimum age requirement for entering a binding contract. It is your sole responsibility to determine whether the place from which you operate your website or the place of your residence has a minimum age requirement. It is, naturally, your sole responsibility to comply with any such requirements. By agreeing to this contract, you warrant that you are old enough.
You hereby consent that we may use the information that you provide in your application in order for us to carry out any checks that we consider necessary to confirm your identity and suitability for the Program, or for any other purpose which HCF in its sole discretion deems necessary.
Pursuant to statutes including, but not limited to, New York Penal Law Section 190.25, Subdivision 4, we reserve the right to prosecute persons who sign up as Partners under false identities and then use such identities for purposes besides purely Promotional Activities.
On submission of an application to become an Partner, the applicant shall be deemed to have accepted and to be bound by the terms of this contractual Agreement.

3. THE PERMISSION WE ALLOW YOU

Upon accepting your application to become an Partner, HCF grants you permission to market the HCF Products, as offered on a HCF Website, pursuant to the terms of this Agreement, on a strictly independent contractor basis.
The permission to market includes a non-exclusive, non-transferable, royalty free, revocable license to use HCF Intellectual Property in conjunction with Advertising Material, for the sole purpose of Promotional Activities.
This permission does not include the right to use HCF trademarks, or any word(s) confusingly similar to HCF trademarks (“confusingly similar” in HCF’s sole discretion), in the Partner’s corporation or domain name. There will be an exception in the case of a domain name if the Partner asks for and receives express written permission from HCF.

4. HCF RIGHTS

All data supplied via the Link either to or from the Partner and/or the Partner Websites and all Intellectual Property Rights in the same, and any and all goodwill generated by the Partner’s activities shall accrue to and belong to HCF exclusively.
- HCF is entitled to monitor the Partner Websites to make sure that the Link to the HCF Websites and/or the Partner Websites and/or the Partner’s participation in the HCF Partner Program is/are appropriate. If, in the sole discretion of HCF, HCF considers the Link and/or the Partner Websites or the Partner’s participation in the Program inappropriate, HCF may either:
  - notify the Partner of the changes it requires the Partner to make, or
  - terminate this Agreement without notice to the Partner and without penalty for HCF.
All intellectual property used in accordance with this Agreement by either or both parties shall remain the exclusive property of the respective originating or issuing party.
No transfer of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement.
Both parties will be held to confidence in any matters of business with regard to this Agreement.
HCF will own all right, title and interest in and to all information that is created or collected in the operation of the HCF Websites.
You acknowledge and agree that HCF is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures, mannerisms or testimonial as part of any Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Content are hereby waived.

5. Partner OBLIGATIONS

General
- The Partner shall conduct him/herself with honesty and integrity.
  - The Partner shall comply with every applicable law, ordinance, rule, case law precedent, administrative ruling and/or regulation of every applicable country, federation of countries (such as the European Union), state, province, county, municipality and/or other jurisdiction in which the Partner attempts to conduct his/her Partner affairs.
    - For greater certainty, this obligation applies to the rules, regulations, case law precedents, and administrative rulings of the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, and all other consumer protection bodies in and outside the United States.
    - It also applies to the General Data Privacy Regulation of the European Union 2016/679 (“GDPR”). This is not meant as legal advice, but under the GDPR, you are a “data controller,” which means, among other things, that at the point you collect personally identifying data you must divulge in your privacy policy that you collect this, and inform the consumer the his/her has the right to see the data, object to its further use, have it erased, and more. (See https://gdpr-info.eu/.) You must also state what kind of information you collect, what you will use it for, and that it is collected for a “legitimate interest.” You must also promptly alert the consumer if you use cookies, and if you do, the consumer must affirmatively agree to have them placed. If you wish to communicate with the consumer later, share data with a third party, or put the data to some other use that is not connected with your solicitation of sales, his/her must affirmatively opt in to your list. You must also cooperate with us if we require your assistance in our own compliance with the GDPR. This is not a comprehensive list of your obligations under the GDPR.
Links
- The Links shall be displayed throughout your Partner Websites.
- The Link that HCF will provide for the Partner from the HCF Website identifies the linked site as an Partner Website, and therefore:
  - It is the Partner’s sole responsibility to ensure that this unique link is used and maintained, for otherwise the Commission may not be tracked, recorded and/or paid, and
  - HCF is not liable for any Commission lost, unearned, or unpaid resulting from the failure to use or maintain the unique Link.
  - Partners using Adwords, Bing Ads, or any PPC platform shall not link directly from there to any website owned by HCF.
HCF’s policy is not to use pornographic images on a HCF Website; if the Partner decides to use pornographic materials on an Partner Website, that Partner alone is responsible for compliance with all applicable statutes and regulations, including Title 18, Part 1, Chapter 110, Section 2257 of the U.S. Code, inter alia with respect to the duty to maintain certain records regarding persons appearing in the pornographic materials.
- The Partner shall also solely be responsible for ensuring that he/she does not infringe the Intellectual Property rights of HCF or the rights of third-party owners of intellectual property on the HCF Websites, just as the Partner is solely responsible for ensuring that he/she does not infringe the rights of third-party owners of intellectual property that the Partner independently includes on the Partner Websites.
You may not make any representations, descriptions, or claims about the Products, including claims about Product efficacy, that are not contained on a HCF Website. Any claim, testimonial or statement of any kind that uses Disease Terminology, whether directly/indirectly related or completely unrelated to the Product/s, is strictly prohibited.
- HCF might change Product claims from time to time.
  - It is your duty to review HCF Websites regularly and bring your claims into conformity.
  - Failure by HCF to send you actual notice of a change in Product claims does not relieve you of the responsibility to stay current with HCF’s Product claims and make sure that your Partner Websites are in conformity.
    - An example of a forbidden Product claim would be that an HCF Product could support a disease (see "Disease Terminology" above).
The Partner must update the content of the Partner Websites as and when the Advertising Material on the HCF Websites is updated, in order to maintain consistency between the Partner Websites and the HCF Websites.
- All maintenance and updating of the Partner Websites is the sole responsibility of the Partner.
- Your assent to the Agreement includes your assent to a continuing obligation by you to review the HCF Websites from time to time in order to maintain consistency between your Partner Websites and the HCF Websites.
The Partner shall not replicate any pages or parts of any pages of the HCF Websites or any other website nor will the Partner create the impression that an Partner Website is a HCF Website, part of a HCF Website, or part of any website that is not the Partner’s own Partner Website.
The Partner shall not use or create any content, or link to a website that uses any content, that:
- contains libelous, defamatory, obscene, abusive, or illegal materials;
- is invasive of any privacy and/or publicity rights;
- infringes third party intellectual property rights;
- violates any law or which is otherwise reasonably objectionable;
- contains information or claims about the Products other than information about the Products supplied on the HCF Websites;
- contains any material that would mislead or cause confusion about the Products or the relationship between the Partner and HCF;
- is a “flog” (a.k.a. “fake blog” or a “flack blog”), defined as a promotional blog posing as a non-promotional, unbiased source of information; or
- appears to be unbiased journalism when in fact it is part of a marketing campaign.
The Partner shall not authorize any third party to use the HCF Intellectual Property, or any text, graphics, photos, audio, or video that bear a likeness to HCF Intellectual Property;
The Partner shall not engage in or facilitate any Promotional Activities that use any technology that has any virus including, but not limited to, any Trojan horse, worm, logic bomb, time bomb, back door, trap door, keys, or other harmful elements.
The Partner shall not use consumers’ personal data for activities that fail to comply with personal data protection legislation or regulations in any relevant jurisdiction.
The Partner shall not create, or attempt to create, a Transaction by any means other than that permitted in this Agreement.
All Transactions shall be made by HCF and subject to HCF’s terms of sale.
The Partner shall not attempt to use any device, program, code or other technology to foster a Transaction that is not in good faith.
The Partner shall not offer any warranty, guarantee, or representation relating to the Products, including as to their efficacy and safety, other than those given by HCF.
The Partner shall not use the Advertising Materials or HCF Intellectual Property rights to promote any Partner Program other than the HCF Partner Program.
All banners and ad materials are solely for use with HCF sites.
The Partner shall give HCF a functioning email address that the Partner checks regularly.
You may not refer to yourself or your company under your own existing Partner account(s).
You shall not, directly or indirectly, attempt to recruit, solicit, or induce other Partners to terminate their Partner relationship with HCF.
Traffic theft and any use or distribution of software that overrides or steals tracking cookies to generate sales for him/herself is strictly prohibited.
Partners are not allowed to use automated link building tools or software to build links directly to any of our official websites.
Partners shall not use the words “discount” or “coupon” in domains used for landing pages.
Partners shall not promote Links or sell HCF Products on the following online retail stores, but not limited to: Amazon, eBay, Walmart, Vitamin Shoppe, A1 Supplements, GNC, Newegg, Sears, Target, Walgreens, Bonanza.

6. PPC GUIDELINES

You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo, Facebook or any other network, unless given written permission first from HCF.
You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (i.e. HCF Coupons).
You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
You may not directly link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
You may not bid in any manner appearing higher than HCF for any search term in position 1-5 in any auction style pay-per-click advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your campaigns and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking you to remove the ads in question within 24 hours. If the ads are not removed within 24 hours, you will be removed from the Program permanently and all commissions associated with the violations will be reversed.
Trademarked Terms (the following is not an exhaustive list):
- HCF Company and Product trade names, but not limited to: HCF, HCF Science, Happy, Calm & Focused, The Brain Supplements America Loves, The Brain Supplements Canada Loves, Fæðubótarefnin Fyrir Heilann Sem Ísland Elskar
- HCF Company and Product domain names, but not limited to: with or without the “www”: StayHCF.com (.net, .org, .co, .biz, .in, .ca, .is, .de, .dk, .co.uk, .uk, .eu, .fr, .com.au, .es), or our trade names in your own custom domain in the ad title or description of your bids.

7. EARNINGS

HCF shall pay an Partner his/her Commission at the level specified for such Partner in his/her Partner account interface.
HCF reserves the right to vary Commissions at any time, although commissions will not be varied without notice to the Partner.
No Commission shall be payable to the Partner for any customers or transactions secured otherwise than in accordance with the terms of this Agreement and/or for any customers or transactions which are not genuine or which involve use of fraudulent means.
- If HCF only becomes aware of the circumstances of such transaction(s) after Commission is paid, HCF shall be entitled to recover the full value of the Commission via any appropriate means including, but not limited to, deducting the amount from a future remittal of Commission.
- Under such circumstances, HCF may also cancel this Agreement without notice and without penalty to itself, and may take any appropriate legal measures against the Partner for, inter alia, fraud and breach by the Partner.
No Commission shall be payable to the Partner for any customers or transactions that occur by visits made to the HCF Websites by a link which is not the Link and/or by visits made to the HCF Websites otherwise than via the Link even if those customers have followed the Link previously.

8. TIME OF THE AGREEMENT AND TERMINATION

This Agreement shall commence on the date on which you indicate that you have read, understood, and accepted these terms and conditions.
- Checking the box for this purpose on the Partner application page is a full indication that you have read, understood, and accepted these terms and conditions.
HCF and you may terminate this Agreement at any time without cause, without notice, and without penalty.
HCF may immediately terminate this Agreement for cause if you:
- breach any term or condition of this Agreement, unless HCF provides you express, written permission to remedy the breach, and you fail to do so within fourteen (14) days of notice of permission, or
- cease or threaten to cease carrying on business.
Upon termination of this Agreement for any reason, HCF shall deactivate the Link and the Partner will immediately:
- cease carrying out all Promotional Activities;
- cease to describe him/herself or promote him/herself under or by reference to the designation “HCF Partner,” an “Partner of HCF,” or any substantially equivalent designation;
- cease use of the Intellectual Property and Advertising Material;
- deliver up to HCF or, if HCF prefers, permanently erase or destroy as appropriate, all the Partner’s Advertising Material, whether tangible or intangible, including source codes.
If this Agreement is terminated by HCF without cause, any Commission due to the Partner will be paid subject to any set-off, claim or deduction that HCF may have.
If the Agreement is terminated by HCF with cause, the Partner in question shall not be entitled to receive any Commissions accrued from and after the event, act, or omission that constitutes cause, whether or not the sales for Commissions have been completed.
Clauses of the Agreement relating to intellectual property, indemnity, limitation of liability, dispute resolution, status of the parties as independent contractors, confidentiality, and other clauses where indicated, shall survive expiry or termination of this Agreement.

9. INDEMNITY, HOLD HARMLESS, AND LIMITATION OF LIABILITY

Without prejudice to any other right or remedy HCF may have regarding an Partner, the Partner agrees to indemnify and keep HCF (including their Partners, directors, officers, employees, and agents) indemnified against any and all Liability and increased administration, professional, and legal costs on a full indemnity basis suffered by HCF (without set-off, counterclaim and/or reduction), or hold HCF (including their Partners, directors, officers, employees, and agents) harmless, as the case may be, from and against and/or arising out of or in connection with any Liability in any circumstance including, but not limited to:
- unauthorized use and/or infringement of the Intellectual Property or the intellectual property rights of third parties,
- any breach of the Agreement,
- any tortious act and/or omission,
- any misrepresentation made in the Agreement,
- any breach of statutory or regulatory duty; and/or
- any Promotional Activities and all other activities of the Partner, whether or not the Liability was foreseeable or foreseen.
HCF shall have no Liability to the Partner for any:
- loss of profits and/or damage to goodwill;
- pure economic and/or other similar losses;
- special damages;
- aggravated, punitive, and/or exemplary damages;
- consequential losses and/or indirect losses;
- loss and/or corruption of data;
- business interruption, loss of business, loss of contracts, loss of opportunity, and/or of production; and/or
- legal, administrative, or regulatory action undertaken against the Partner in connection with any aspect of the HCF Program including, but not limited to, challenges to claims of Product efficacy.
If, despite the aforementioned, HCF is held liable to the Partner, HCF’s total Liability to the Partner shall not exceed the sum of the Commissions actually paid to the Partner in the immediately preceding twelve (12) month period.
- For the purpose of this clause, the relevant twelve (12) month period means the twelve (12) months immediately prior to the first act/omission giving rise to the Liability.
Each of the limitations and/or exclusions in this Agreement shall be deemed to be repeated and apply as a separate provision for each of (in any jurisdiction):
- Liability in contract (including fundamental breach),
- Liability in tort (including negligence),
- Liability for breach of statutory duty,
- Liability for breach of rule and/or regulation, and
- Liability for breach of the common law.
Nothing in this Agreement shall exclude or limit the Liability of the Partner for fraud.
Each party acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement.
The obligations under this clause shall in perpetuity survive the expiry or termination of the Agreement.

10. INJUNCTIVE RELIEF

Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 5 (Partner Obligations), 6 (PPC Guidelines), 8 (Time of the Agreement and Termination), or 14 (Confidentiality), it is agreed and understood that HCF will have no adequate remedy in money or other damages at law.
Accordingly, HCF shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Agreement.
No failure, refusal, neglect, delay, waiver, forbearance, or omission by HCF to exercise any right(s) herein or to insist upon full compliance by Partner with Partner’s obligations herein shall constitute a waiver of any provision herein or otherwise limit HCF’s right to fully enforce any or all provisions and parts thereof.

11. WARRANTIES AND LIABILITY

HCF MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR THE HCF WEBSITES OR THEIR AVAILABILITY OR FUNCTIONALITY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE Partner ACCEPTS THAT THE OPERATION OF THE HCF WEBSITES MIGHT NOT BE ERROR FREE OR UNINTERRUPTED, AND THAT THE PRODUCTS MIGHT NOT PERFORM AS ADVERTISED FOR ALL CUSTOMERS. HCF IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE PERFORMANCE OR CONTENT OF THE HCF WEBSITES, OR THE LACK OF PERFORMANCE OR SAFETY OF THE PRODUCTS OR ANY CONSEQUENCES OF THE ADVERTISING MATERIALS AND PRODUCT CLAIMS MADE BY HCF SCIENCE.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, TORT, AND CONTRACT, SHALL HCF, THEIR SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF HCF HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE PRODUCTS’ EFFICACY OR SAFETY, PROMOTIONAL ACTIVITIES, TRANSACTIONS, ADVERTISING MATERIAL, OR THE USE OF OR INABILITY TO USE THE HCF WEBSITES OR ANY LINKS OR ITEMS ON THE WEBSITES OR ANY PROVISION OF THIS AGREEMENT OR THE HCF Partner PROGRAM, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS.

12. ASSIGNMENT

The Agreement is personal to the Partner and the Partner shall not assign, sub-contract, delegate, sell, transfer, mortgage, charge, place in trust, or dispose of any of its rights or obligations under the Agreement, unless permitted in writing by an authorized officer of HCF.
HCF shall have the right to assign, sub-contract, delegate, sell, transfer, mortgage, charge, place in trust, or dispose of any of its rights or obligations under the Agreement.

13. YOUR RELATIONSHIP WITH HCF

Partners are independent contractors of HCF.
Nothing in the Agreement is intended or will be construed as constituting a partnership, agency, franchise, sales representation, employment, or joint venture relationship between HCF and the Partners.
Partners are not authorized to incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of HCF.
Partners are not authorized to enter into or commit HCF to any agreements, and shall not represent themselves as having such authority.
Each Partner shall be solely responsible for paying all expenses he/she incurs.
Partners are solely responsible for paying all taxes on their Commissions.
No third party shall have the right to enforce any terms of the Agreement between the parties.
While Partners are independent of HCF, and while Partners are to use Product descriptions that reflect their genuine opinions, Partners shall nevertheless disclose clearly on their websites that they have an Partner relationship with HCF.

14. CONFIDENTIALITY

All information conveyed to you by HCF or by administrators of the HCF Program in furtherance of your Partner work, shall be kept confidential by you from all third parties, except:
- to the extent directly necessary to carry out Promotional Activities, and
- to the extent necessary to comply with an order of disclosure from officers of the law, a court of competent jurisdiction, or a government regulatory authority.
  - In such an instance, you shall first notify HCF of the order of disclosure, and shall cooperate with HCF in the event that HCF elects to legally contest and avoid such disclosure.
The Link and the login and password to enable the Partner to access the Partner resource area provided by HCF are confidential and the Partner shall use reasonable safeguards to prevent any access, use, modification, or disclosure by unauthorized persons.
The Partner shall return to HCF or, if instructed by HCF, shall destroy all Confidential Information that is embodied in tangible or visible form, including all copies thereof.
The obligation of confidentiality shall continue and survive the Agreement for a period of five (5) years.

15. ENTIRE AGREEMENT

This Agreement, in its current form and as amended by HCF at its discretion, constitutes the entire agreement between the parties.
- It supersedes any prior written or oral agreement between HCF and you.
Any promises, representations, warranties, usages, offers, customs, courses of dealing, or other communications are of no force or effect.

16. WAIVER

No waiver by a party hereto of any breach of the Agreement shall be considered as a waiver of any prior, concurrent, or subsequent breach of the same provision or any other provision, nor shall it constitute a course of dealing.
Any waiver shall be in writing and signed by an authorized officer of HCF.

17. COOPERATION

Each party shall from time to time, at the other party’s request and cost, do all such acts and execute all such documents and/or deeds that may be reasonably necessary in order to give effect to the provisions of the Agreement.

18. AMENDMENTS

HCF reserves the right to update, amend, or modify the terms of the Agreement at any time.
Unless otherwise provided, any and all amendments shall become effective upon HCF’s posting of the amendment(s) to a/the HCF Website(s).
If notice of amendment is transmitted to Partners, it will be sent to Partners at the email address on file with HCF for each Partner, and in no other manner.
- It is each Partner’s sole responsibility to ensure that the email they provided HCF is still functioning and checked regularly by the Partner.
Notice may consist in an advisory to review the Agreement, rather than in a transmission of the actual amendment.
Your continued participation in the HCF Program signifies your full acceptance of any and all amendments.

19. VALIDITY

If any part of the Agreement is held to be void and/or unenforceable, the remainder of the Agreement shall remain in full force and effect.
The parties agree that in the event of any such deletion, they shall negotiate in good faith in order to agree to terms of an enforceable obligation that is as close as possible to achieving the commercial aim of the deleted part.
The failure of the parties to agree on such a replacement provision shall not affect the validity of the remaining parts of this Agreement.

20. EXPENSES

Each party to the Agreement shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement.

21. FORCE MAJEURE

Neither party to the Agreement shall be liable to the other for loss, damage, detention, delay or failure to deliver and/or perform all or any part of its obligations under this Agreement as a result of a war, acts of God, fires, strikes, lock-outs, insurrections, riots, embargoes, unavailability of raw materials, wrecks or other delays in transportation, legal requirements, or regulations of any governmental authority.

22. HEADINGS

The headings used in the Agreement shall not be used for construction or interpretation of the Agreement.

23. SURVIVAL

Following the expiry or termination of this Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions set forth, as well as any term, provision, or condition required for the interpretation of the Agreement or necessary for the full observation and performance by each party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiry or termination.

24. CONSTRUCTION AND INTERPRETATION

The parties hereto agree that no provision of the Agreement shall be construed against a party to the Agreement on the grounds that any provision(s) was/were purportedly prepared by a certain party or its attorney.

25. DISPUTE RESOLUTION

The parties hereto agree that they will first attempt to resolve any dispute between them by informal, direct, and good-faith discussions.
If such discussions do not resolve the matter, the dispute shall be resolved solely in accordance with the Mutual Arbitration Agreement that you will find below.
You shall carefully read and agree to comply with the Mutual Arbitration Agreement below, which is hereby incorporated into and made a part of the Agreement.
The Mutual Arbitration Agreement and the obligation to resolve all disputes thereunder shall in perpetuity survive the expiry or termination of the Agreement.

PLEASE READ THIS MUTUAL ARBITRATION AGREEMENT CAREFULLY

Mutual Arbitration Agreement Between You and HCF

We agree—both you (and your family members and beneficiaries) and us, meaning the HCF Partner marketing program, as well as HCF Science, together with our directors, officers, employees, Partners, agents, successors or assigns)—that (1) any mutual claim, dispute or controversy, or (2) any claim by either of us against the other on any matter, or (3) any claim arising from or related to the Independent Contractor Agreement: Terms and Conditions for Participation in the HCF Partner Program (and into which this Mutual Arbitration Agreement between you and HCF is incorporated by reference, which latter agreement shall hereinafter be referred to as the “Mutual Arbitration Agreement”), or (4) any claim arising from the relationships that result from the Mutual Arbitration Agreement, no matter against whom made, or (5) any dispute over the applicability of this Mutual Arbitration Agreement, or (6) any dispute about the validity of part of or the entire Mutual Arbitration Agreement (and hereinafter any or all types of claims, disputes, or controversies shall be referred to as a “Dispute” or “Disputes”), SHALL BE RESOLVED EXCLUSIVELY BY NEUTRAL, BINDING ARBITRATION BY JAMS, under its Code of Procedure in effect at the time that HCF last initiated transmission to you of notice of amendments, if any, to the HCF Partner Program and/or the Mutual Arbitration Agreement, pursuant to the pertinent notification clauses prescribed in the HCF Partner Program or at the time that the Dispute is arbitrated (whichever is determined, in the sole discretion of the arbitrator, to be appropriate), except as specified otherwise in this Mutual Arbitration Agreement.

We both agree that all Claims will be governed by the laws of the State of Florida through the Judicial Arbitration Mediation Services ("JAMS"), in the County of Miami-Dade. To get more information on how to file a claim and obtain relevant forms, please contact JAMS at www.jamsadr.com, write to them at 600 Brickell Avenue, Suite 2600, Miami, FL 33131, or call them at 1-305-371-5267. The identity of the arbitrator shall be determined solely by JAMS, so as to eliminate any undue influence that you or HCF can apply to the detriment of the other regarding the choice of arbitrator at JAMS.

In the event that, for any reason, JAMS is unable or unwilling to arbitrate the Dispute in binding fashion, you and HCF agree that the American Arbitration Association shall arbitrate the Dispute, in the County of Miami-Dade Florida. To contact the American Arbitration Association (at www.adr.org), write to them at Miami Regional Office, 1111 Brickell Avenue, Suite 1950, Miami, FL 33131, or call them at 1-305-358-7777. The identity of the arbitrator shall be determined solely by JAMS, so as to eliminate any undue influence that you or HCF can apply to the detriment of the other regarding the choice of arbitrator at the American Arbitration Association.

In the event that, for any reason, the American Arbitration Association is also unable or unwilling to arbitrate the Dispute in binding fashion, you and HCF agree to endeavor in good faith to secure the services of another neutral arbitration body in the County of Miami-Dade Florida, and that, under no circumstances, shall the Dispute be entertained by a court of law.This Mutual Arbitration Agreement is effective pursuant to a transaction involving interstate commerce, and shall be governed by and interpreted under the Federal Arbitration Act. The Act is codified as law at Title 9 of the U.S. Code, sections 1-16, and as amended. You may review the provisions of the Act at the website of the Office of Law Revision Counsel of the United States House of Representatives, at https://uscode.house.gov/browse/prelim@title9/chapter1.

We both agree that the arbitration shall be conducted before one neutral arbitrator, who shall be appointed by JAMS (or by a default arbitration body as set forth above). Any award of the arbitrator may be entered as a judgment in a United States court having jurisdiction as determined in the sole discretion of the arbitrator in the County of Miami-Dade Florida. In the event that a court having jurisdiction finds any portion of this Mutual Arbitration Agreement unenforceable, that portion shall not be effective, and the remainder of the Mutual Arbitration Agreement shall remain effective.

ALL PARTIES TO THIS MUTUAL ARBITRATION AGREEMENT–YOU AND HCF —UNDERSTAND THAT YOU AND WE WOULD HAVE HAD THE RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE OUR CASE, BUT YOU AND WE CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH ARBITRATION.

We agree that THE ARBITRATION SHALL BE LIMITED SOLELY TO THE DISPUTE BETWEEN YOU, on the one hand, AND HCF on the other, meaning that the arbitration, or any portion of it, will not be consolidated with any other arbitration, and will not be conducted on a class-wide or class action basis. In other words, WE ARE ALL WAIVING THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH OTHER PERSONS OR CORPORATIONS WHO MAY HAVE THE SAME OR SIMILAR CLAIMS AGAINST YOU OR AGAINST HCF. Further, WE ALL WAIVE THE RIGHT TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, AND WE ALL WAIVE THE RIGHT TO PARTICIPATE IN ANY MANNER IN A CLASS ACTION EITHER IN A COURT OF LAW OR IN ARBITRATION AGAINST EACH OTHER.

THE TERMS OF THIS ARBITRATION AGREEMENT MAY CHANGE FROM TIME TO TIME. THE TERMS THAT SHALL BE APPLICABLE TO DISPUTES BETWEEN YOU AND HCF SHALL BE THE TERMS SET FORTH HERE AT THE TIME THAT HCF LAST INITIATED TRANSMISSION TO YOU OF NOTICE OF AMENDMENTS, IF ANY, TO THE HCF Partner PROGRAM AND/OR THE MUTUAL ARBITRATION AGREEMENT, PURSUANT TO THE PERTINENT NOTIFICATION CLAUSES PRESCRIBED IN THE HCF Partner PROGRAM.

YOU MAY OPT OUT OF THIS MUTUAL ARBITRATION AGREEMENT AT ANY TIME, BUT OPTING OUT WILL AUTOMATICALLY AND IMMEDIATELY TERMINATE YOUR PARTICIPATION IN THE HCF Partner PROGRAM. TO OPT OUT, YOU MUST SEND AN EMAIL TO: PartnerS@STAYHCF.COM AND CLEARLY INDICATE THAT YOU ARE OPTING OUT. You will receive an email confirmation of your opt-out within 3 business days. You must retain this email confirmation of your opt-out for your records. If you do not receive an email confirmation of your opt-out within 3 business days, please contact us via the following telephone number: 1-305-306-1666. This procedure is intended to protect your rights as well as ours.

In the event that, for whatever reason, any portion of a dispute between you and HCF is to be determined by a state court, we both agree that any questions arising from or relating to this Mutual Arbitration Agreement, its interpretation, its breach, its termination, its validity, and the relationships that result from this Mutual Arbitration Agreement, or any questions arising from or relating to the marketing, advertising, sales, or any related purchase of products from HCF, SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

If you reside outside of the United States, any claims we may have against each other shall be brought before an arbitrator of the Judicial Arbitration Mediation Services ("JAMS"), in the County of Miami-Dade Florida, and all the other terms and conditions of this Mutual Arbitration Agreement shall apply to you as if you were a resident of the County of Miami-Dade Florida. In the event that, for any reason, JAMS is unable or unwilling to arbitrate the Dispute in binding fashion, then the default mechanism as set forth above for determining the arbitration body to resolve the Dispute in binding fashion shall apply.

Each party shall pay for its own costs and attorneys’ fees, if any, and HCF will endeavor to secure pro bono assistance for an indigent claimant. However, if a party prevails on a statutory claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

HCF recognizes that the size of a claim against it may be relatively minor compared to the expense in bringing and maintaining an arbitration action, and HCF recognizes that, by this Mutual Arbitration Agreement, we have both waived our rights to proceed against each other on a class action basis, whether in litigation or arbitration. Although this Mutual Arbitration Agreement is reciprocal in every respect, we understand that unequal bargaining power may exist between you and HCF in making this agreement. Therefore, in light of our mutual waiver of the opportunity and right to litigate disputes through a court and to have a judge or jury decide the case, and in light of our mutual waiver of the opportunity and right to proceed against each other in class-wide litigation or class-wide arbitration, HCF would be happy to try to first settle the dispute via mediation before proceeding to binding arbitration.

If you wish to try mediation before binding arbitration, then you and HCF hereby agree that any and every Dispute shall be entertained by a mediator at JAMS (using the contact information provided above for JAMS) strictly between us within thirty (30) days of your asking us for mediation of the Dispute. Any such mediation shall be held in the location designated by JAMS, and shall be conducted according to the mediation rules of JAMS in effect at the time that HCF last initiated transmission to you of notice of amendments, if any, to the HCF Partner Program and/or the Mutual Arbitration Agreement, pursuant to the pertinent notification clauses prescribed in the HCF Partner Program. You can review the mediation procedures on the website of JAMS at www.jamsadr.com, or by asking JAMS for a copy using the JAMS’s contact information provided above. In the event that, for any reason, JAMS is unable or unwilling to mediate the Dispute, then the default mechanism as set forth above for determining the arbitration body to resolve the Dispute in binding fashion shall apply, mutatis mutandis, for determining the mediation body, i.e., shall apply giving due consideration to the difference in application between mediation and arbitration.

You and HCF hereby further agree that all of us shall endeavor to resolve our mediated dispute in good faith. If, 120 days after the commencement of mediation, we are not successful in resolving the Dispute(s), then you and HCF hereby agree that the matter shall be resolved solely by binding arbitration strictly between you and HCF according to the terms, conditions, and procedures outlined in this Mutual Arbitration Agreement.

No waiver of any breach of this Mutual Arbitration Agreement shall be considered as a waiver of any subsequent breach of the same provision or other provision.

If any provision of this Mutual Arbitration Agreement is held by any competent legal, arbitral, or regulatory authority with jurisdiction to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

HCF shall have no liability to you for any delay in performance to the extent that such delay is due to any event outside our reasonable control including but not limited to acts of God, war, flood, fire, labor disputes, subcontractor delays, strikes, lock outs, riots, civil commotion, malicious damage, explosion, governmental action, and any other similar events. If HCF was affected by any such event, then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

All third party rights are excluded and no third party shall have any right to enforce this Mutual Arbitration Agreement.

The Mutual Arbitration Agreement, as posted here when HCF last initiated transmission to you of notice of amendments, if any, to the HCF Partner Program and/or the Mutual Arbitration Agreement, pursuant to the pertinent notification clauses prescribed in the HCF Partner Program, supersedes all prior or contemporaneous communications or proposals, whether electronic, oral or written, between you and HCF, whether with respect to the HCF Partner Program, the Mutual Arbitration Agreement, or any other matter.

To return to the HCF Partner Program, please go here.

If you have already read the entire HCF Partner Program, and wish to join the HCF Partner Program now, please go here.