Terms and Conditions
1. GENERAL, SCOPE OF APPLICATION

      1. Our General Terms and Conditions apply exclusively. Conflicting terms and conditions or terms and conditions of the customer which are divergent from the present General Terms and Conditions are not accepted unless expressly recognized by us in writing. Our General Terms and Conditions shall further apply in circumstances where we act unconditionally and in the full knowledge of conflicting terms and conditions or terms or conditions of the customer which are divergent from the present General Terms and Conditions in providing a service to a customer.
      2. Our Terms and Conditions of Delivery and Payment apply only in respect of commercial entities and do not apply to private consumers. They also apply to future business transactions.

2. OFFER, ORDER

      1. Our offers are without engagement. All offers regarding price, quantity, delivery times and possible deliveries are non-binding. Orders and all delivery contracts do not become binding until such time as we have confirmed acceptance of the order of the designated object of purchase in writing or executed the order.
      2. In the event that an order is qualified as an offer to conclude a purchase agreement, we may accept such an offer within two weeks.

3. PRICES AND PAYMENT

      1. And as nothing to the contrary has been agreed in writing, our prices shall apply ex-works or ex-warehouse and not including value added tax at the relevant statutory rate. Additional costs such as freight, dispatch, customs duties, transport insurance etc. are invoiced separately.
      2. Payment of the purchase price is to be made to the account of Regenerasia exclusively. The deduction of a cash discount shall only be permissible in the event that a specific written agreement has been made to this effect.
      3. And as nothing to the contrary has been agreed, the purchase price shall fall due for payment within 14 days of delivery and issuing of the invoice. Penalty interest in the amount of 8% per annum above base rate shall be charged in the event of default of payment. This shall be without prejudice to the right to assert a higher claim for damages caused by a delay in payment.
      4. And as no fixed-price agreement has been made, we reserve the right to adjust prices accordingly to take account of changes to wage, material and distribution costs which occur 3 months or later after conclusion of contract.

4. RIGHT TO SET OFF CLAIMS AND RIGHTS OF RETENTION

        • The customer shall only have the right to set off claims if counterclaims are established in law or are undisputed. The customer shall only be entitled to exert a right of retention to the extent that a counterclaim is based on the same contractual arrangement.

5. DELIVERY AND DELIVERY TIMES

      1. The commencement of a delivery period stated by us is subject to the clarification of all technical issues. Delivery times/dates stated by us shall at all times be viewed as provisional and non-binding if no written agreement to the contrary has expressly been made.
      2. Compliance with our duty to provide delivery requires the timely and proper fulfilment of obligations on the part of the customer. We reserve the right of defense of non-performance.
      3. Partial deliveries are permissible And as not expressly excluded. Quantities may exceed or fall below quantities ordered by up to 10% for production reasons.
      4. In the event that the customer is in default of acceptance or in culpable breach of other duties to cooperate, we are entitled to require compensation for damages suffered as well as in respect of any additional expenses which may have been incurred. This is without prejudice to the right to assert further rights or claims. And as the conditions stated above apply, the risk of accidental destruction of or accidental impairment to the goods shall be transferred to the customer as soon as the customer is in default of acceptance or in default of payment.
      5. In the event that the customer is in default of acceptance of goods or fails to call up goods within an agreed or appropriate deadline, we shall, following the expiry without fulfillment of an appropriate subsequent deadline set by us, be entitled to act at our own discretion in charging the customer for goods and delivering such goods without being requested to do so or in storing goods at the expense of the customer. This is without prejudice to the right to assert further rights or claims.

6. OBLIGATIONS OF THE CUSTOMER

The customer is solely and exclusively responsible for compliance with and adherence to all statutory provisions and ordinances, in particular the Foodstuffs, Consumer Goods and Feedstuffs Code and all relevant EU Directives, and is further solely and exclusively responsible for compliance with and adherence to all resultant requirements regarding the goods ordered by the customer. In this regard, the customer has strict liability for providing a guarantee for the correctness and completeness of information provided by the customer for the goods to be supplied, e.g. declarations, labels, layout, texts etc.

7. WARRANTY

  1. In the event that despite the exercise of all due care and attention goods delivered exhibit a defect which was already present at the time when transfer of risk took place, we shall, providing that notification of defect has been made in a timely manner, choose whether to remedy such a defect or deliver a replacement. We shall always be accorded the opportunity to provide subsequent performance within an appropriate deadline.
  2. In the event that the customer acts with intent or in a negligent manner in failing to recognize that goods are not actually defective or that the defect arising cannot be ascribed to our area of responsibility and notwithstanding this asserts warranty rights, the customer shall be required to reimburse us for costs incurred as a result of an unjustified demand for remedy of defect.
  3. Claims for defects by the customer lapse 1 year after delivery of goods. The associated limitation periods do not apply to the extent that we are liable pursuant below of the present General Terms and Conditions or in the event that rights in rem of a third party are involved on the basis of which surrender of the object of delivery may be required.

8. LIABILITY

    1. We will be liable to an unlimited extent in accordance with the statutory provisions for damages to life, limb and health caused by an intentional or grossly negligent breach of contractual duty and for other damages caused by intentional or grossly negligent breaches of contract or by acts of bad faith. We will further be liable to an unlimited extent for damages covered by liability pursuant to a peremptory norm such as the Product Liability Act and in the case of acceptance of guarantees.
    2. We shall only be liable for damages not encompassed by $ 8 Clause 1 above and caused by simple or ordinary negligence to the extent that such negligence relates to the breach of contractual duties required to be fulfilled for the proper execution of the contract and duties which the customer may ordinarily rely upon to be fulfilled (so-called cardinal or material contractual duties). In such a case, our liability shall be limited to the foreseeable damages typical to the sort of contract.
    3. Further liability is excluded.

9. RETENTION OF TITLE

    1. We reserve the right of retention of title in respect of goods delivered (goods subject to reserved proprietary rights) until such time as all claims arising from the delivery contract have been paid in full.
    2. We shall be entitled to take goods back should the customer act in a manner contrary to the present Agreement, e.g. by being in default of payment. We shall be entitled to dispose of goods taken back. The proceeds of any such disposal shall, minus any reasonable costs of disposal, be credited towards the remaining liabilities of the customer.
    3. And as proprietary rights have not yet been transferred to the ordering party, the ordering party shall treat goods with due care. The customer shall in particular required bear the cost of to taking out sufficient insurance at to cover goods to their replacement value against theft, fire damage and water damage.
    4. The customer shall be entitled to resell goods subject to reserved proprietary rights in the normal course of business. The customer assigns to us with immediate effect and to the full amount of the final invoice amount agreed (including VAT) any customer claims arising as a result of onward sale of the goods subject to reserved proprietary rights. Such an assignment takes place irrespective of whether goods have been further processed prior to resale. The customer shall remain entitled to collect claims even after such an assignment has taken place. This shall be without prejudice to our own entitlement to collect such a claim ourselves. Notwithstanding this, we shall not collect such a claim And as the customer meets payment obligations from the proceeds received, And as the customer is not in default of payment and particularly And as no application has been made for the instigation of insolvency proceedings or cessation of payment has not taken place. If any of the above such be the case, we shall be entitled to require the customer to disclose claims ceded and the relevant debtors, to provide all necessary information for the collection of claims, to release the required documentation and to notify the debtors (third party) of the assignment.
    5. Any processing or transformation of goods subject to reserved proprietary rights takes place on our behalf at all times. And as goods subject to reserved proprietary rights are processed together with other objects not belonging to us, we will acquire co-ownership in the value of the new item (final invoice amount including Value Added Tax) in the ratio of the objective value of our goods compared to other objects processed at the time such processing took place. The same otherwise applies to the new item created by such processing as to goods subject to reserved proprietary rights conditionally delivered.
    6. And as goods subject to reserved proprietary rights are inseparably mixed together with other objects not belonging to us, we will acquire co-ownership in the value of the new item (final invoice amount including Value Added Tax) in the ratio of the objective value of our goods compared to other objects mixed at the time such mixing took place. And as mixing takes place in such a way so that the item of the customer is to be viewed as the main item, it is agreed that the customer will transfer co-ownership to us proportionately. The customer will keep the sole ownership or co-ownership thus acquired in safe custody on our behalf.
    7. For the purpose of securing our claims against the customer, the customer assigns to us any claims which the customer may acquire against a third party by the combination of goods subject to reserved proprietary rights with real estate. The prerequisites for authorization to make collection are set out in Clause 5 above.
    8. We commit to release collateral due to us at the request of the customer to the extent that the realizable value of such collateral exceeds the claims to be secured by more than 10 percent. We are entitled to select collateral to be released.

10. FINAL PROVISIONS

  1. The present General Terms and Conditions and all legal relations between us and the customer are governed by the Law of the Federal Republic of Germany. The provisions contained within the UN Convention on Contracts for the International Sale of Goods shall not apply.
  2. And as the customer is a Registered Trader under German Law, place of jurisdiction for all disputes arising from the present Agreement shall be Winterberg. Notwithstanding this, we shall also be entitled to instigate legal action at a court in another jurisdiction.
  3. In the event that individual provisions contained within the present Agreement shall be or shall become invalid or in the event that there is a gap in provision, this shall be without prejudice to the other provisions herein contained.
  1. First, for clarity’s sake, here are definitions of some terms that we will use in the agreement.
    1. “Advertising Material” means the banners and product information in the Affiliates’ resource area of Regenerasia websites, to be used for promotional activities.
    2. “Affiliate” means an independent, non-employee of Regenerasia who has been granted the rights described below for promoting the Products of Regenerasia in exchange for a Commission, subject to all the terms and conditions of the Agreement. On occasion, the term “you” may be employed.
    3. “Affiliate Website” means the site operate by the Affiliate, as distinct from this website or any other website operated by Regenerasia itself.
    4. “Agreement” means this document, which is a contract, setting forth the terms and conditions of the Regenerasia relationship with you.
    5. “Commission” means the commission payable to the Affiliate as a direct result of visits to Regenerasia Websites via Links; you will find information on the Commissions policy in the “Payment Details”, “Products and Offers”, and “FAQ” sections of this Regenerasia Website.
    6. “Confidential Information” means the information 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 affiliate program methods.
    7. “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 Leading Edge Marketing, Inc. anywhere in the world, existing now or later, and the sole right to apply for them and any actual application for them.
    8. “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.
    9. “Link” means a unique hypertext link between the Affiliate Website and a Regenerasia website, used to promote the Products by a Regenerasia Affiliate in accordance with the terms of this Agreement, for the sole purpose of carrying out the Promotional Activities.
    10. “Products” means the products shown on the Regenerasia website that are available for promotion by Affiliates through the Regenerasia affiliate program.
    11. “Promotional Activities” means the use of Advertising Material on the Affiliate Website by the Affiliate and any other activity authorized in writing by Regenerasia to promote the products and/or to drive web traffic from the Affiliate Website to the Regenerasia website via the Link.
    12. “Transaction” means the actual customer sale of a Product on a Regenerasia website that arises as the direct result of the customer visiting the Regenerasia website via the Link from the Affiliate Website.
    13. “Regenerasia” is the name of an affiliate marketing program owned and operated by a corporation named Leading Edge Marketing, Inc. (which we will abbreviate here as “LEM”).
    14. “Regenerasia Website” means a website (including this one) owned and operated by LEM, as opposed to Affiliate Websites that are owned and operated by Affiliates as independent legal entities.
  1. SPAMMING IS PROHIBITED!
    1. Regenerasia defines spamming with a broader scope than other affiliate programs with lower marketing standards and principles. The Regenerasia definition of spam includes not only e-mail 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.
    2. The following forms of unsolicited advertising are considered spam and strictly prohibited by Regenerasia:
      1. Unsolicited commercial e-mail 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;
      2. Unsolicited instant messages;
      3. Electronic newsletters of any kind;
        1. This ban includes double opt-in newsletters, unless you receive prior written authorization from Regenerasia;
      4. Unsolicited postings on public forums such as newsgroups, message boards, chat rooms, instant chat programs, guest books, web pages, or any other public forum.
        1. The only exceptions to this policy are:
          1. Posting in public forums of which you are the 100% owner.
          2. Posting in public forums where the owner has given you written permission.
          3. Posting in public forums in the “business opportunities” forum, if applicable.
        2. Regenerasia does NOT pay on hits from spamming.
          1. If Regenerasia 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. Regenerasia has a zero tolerance approach towards violators of this policy.
            1. This policy will be fully enforced regardless of the “status” of the affiliate. This policy will be applied equally to all, and compliance is mandatory for all affiliates – no excuses by violators will be accepted – no affiliate is considered too “new” to the program to understand this policy, and no affiliate is considered too “important” to respect this policy.
          2. Why is Regenerasia so strict with its anti-spam measures and enforcement of its anti-spam policy?
            1. The reasons are simple. First of all, it is illegal. Secondly, we want you to be successful and make more money in the Regenerasia program. Spamming equates to a poor gamble on minor short term gains at the expense of assured long term success.
              1. 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.
              2. 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.
    1. Personal Information
      1. 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.
      2. In some places, there is a minimum age requirement for dealing in products of an adult nature, and for making any binding contract at all. 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 for both of these matters. It is, naturally, your sole responsibility to comply with any such requirements. By agreeing to this contract, you warrant that you are old enough.
      3. You warrant that you also possess all other rights, permissions, and competencies to run a website that deals in products of an adult nature.
      4. 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 Regenerasia in its sole discretion deems necessary.
      5. 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 Affiliates under false identities and then use such identities for purposes besides purely Promotional Activities.
      6. On submission of an application to become an Affiliate, the applicant shall be deemed to have accepted and to be bound by the terms of this contractual Agreement.
    1. The Permission We Allow You
      1. Upon accepting your application to become an Affiliate, Regenerasia grants you permission market the Regenerasia Products, as offered on a Regenerasia Website, pursuant to the terms of this Agreement, on a strictly independent contractor basis.
      2. The permission to market includes a non-exclusive, non-transferable, royalty free, revocable license to use Regenerasia Intellectual Property in conjunction with Advertising Material, for the sole purpose of Promotional Activities.
    1. Regenerasia Rights
      1. All data supplied via the Link either to or from the Affiliate and/or the Affiliate Website and all Intellectual Property Rights in the same, and any and all goodwill generated by the Affiliate’s activities shall accrue to and belong to Regenerasia
        1. Regenerasia is entitled to monitor the Affiliate Website to make sure that the Link to the Regenerasia Website and/or the Affiliate Website and/or the Affiliate’s participation in the Regenerasia Affiliate program is/are appropriate.
          1. If, in the sole discretion of Regenerasia, Regenerasia considers the Link and/or the Affiliate Website or the Affiliate’s participation in the program inappropriate, Regenerasia may either:
            1. notify the Affiliate of the changes it requires the Affiliate to make, or
            2. terminate this Agreement without notice to the Affiliate and without penalty for Regenerasia and LEM.
      2. 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.
      3. No transfer of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement.
      4. Both parties will be held to confidence in any matters of business with regard to this Agreement.
      5. Regenerasia will own all right, title and interest in and to all information that is created or collected in the operation of the Regenerasia Websites.
      1. Affiliate Obligations
        1. General
          1. The Affiliate shall conduct him/herself with honesty and integrity.
          2. The Affiliate 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 Affiliate attempts to conduct his/her affiliate affairs.
            1. 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.
        2. Links
          1. The Links shall be displayed throughout your Affiliate Website.
          2. The Link that Regenerasia will provide for the Affiliate from the Regenerasia Website identifies the linked site as the Affiliate Website, and therefore:
            1. It is the Affiliate’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
            2. Regenerasia is not liable for any Commission lost, unearned, or unpaid resulting from the failure to use or maintain the unique Link.
        3. Regenerasia’s policy is not to use pornographic images on a Regenerasia Website; if the Affiliate decides to use pornographic materials on the Affiliate Website, that Affiliate 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.
          1. The Affiliate shall also solely be responsible for ensuring that he/she does not infringe the Intellectual Property rights of Regenerasia or the rights of third-party owners of intellectual property on the Regenerasia Websites, just as the Affiliate is solely responsible for ensuring that he/she does not infringe the rights of third-party owners of intellectual property that the Affiliate independently includes on the Affiliate Websites.
        4. You may not make any representations, descriptions, or claims about the Products, including claims about Product efficacy, that are not contained on a Regenerasia Website.
          1. Regenerasia might change Product claims from time to time.
          2. It is your duty to review Regenerasia Websites regularly and bring your claims into conformity.
          3. Failure by Regenerasia to send you actual notice of a change in Product claims does not relieve you of the responsibility to stay current with Regenerasia’s Product claims and make sure that your Affiliate Websites stay conformed.
          4. An example of a forbidden Product claim would be that a male enhancement supplement can provide permanent enlargement of a flaccid penis (as opposed to temporary enhancement of an erect penis).
        5. The Affiliate must update the content of the Affiliate Website as and when the Advertising Material on the Regenerasia websites is updated, in order to maintain consistency between the Affiliate Website and the Regenerasia Websites.
          1. All maintenance and updating of the Affiliate Website is the sole responsibility of the Affiliate.
          2. Your assent to the Agreement includes your assent to a continuing obligation by you to review the Regenerasia websites from time to time in order to maintain consistency between your Affiliate Websites and the Regenerasia Websites.
        6. The Affiliate shall not frame any pages or parts of any pages of the Regenerasia Website or any other website nor will the Affiliate create the impression that the Affiliate Website is a Regenerasia Website, part of a Regenerasia Website, or part of any website that is not the Affiliate’s own Affiliate Website.
        7. The Affiliate shall not use or create any content, or link to a website that uses any content, that:
          1. contains, libelous, defamatory, obscene, abusive, or illegal materials;
          2. is invasive of any privacy and/or publicity rights;
          3. infringes third party intellectual property rights;
          4. violates any law or which is otherwise reasonably objectionable;
          5. contains information or claims about the Products other than information about the Products supplied on the Regenerasia Websites;
          6. contains any material that would mislead or cause confusion about the Products or the relationship between the Affiliate and Regenerasia;
          7. 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
          8. appears to be unbiased journalism when in fact it is part of a marketing campaign.
        8. The Affiliate shall not authorize any third party to use the Regenerasia Intellectual Property, or any text, graphics, or photos that bear a likeness to Regenerasia Intellectual Property;
        9. The Affiliate 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.
        10. The Affiliate shall not use consumers’ personal data for activities that fail to comply with personal data protection legislation or regulations in any relevant jurisdiction.
        11. The Affiliate shall not create, or attempt to create, a Transaction by any means other than that permitted in this Agreement.
        12. All Transactions shall be made by Regenerasia and subject to Regenerasia’s terms of sale.
        13. The Affiliate shall not attempt to use any device, program, code or other technology to foster a Transaction that is not in good faith.
        14. The Affiliate shall not offer any warranty, guarantee, or representation relating to the Products, including as to their efficacy and safety, other than those given by Regenerasia.
        15. The Affiliate shall not use the Advertising Materials or Regenerasia Intellectual Property rights to promote any affiliate program other than the Regenerasia Affiliate program.
        16. All banners and ad materials are solely for use with Regenerasia sites.
        17. The Affiliate shall give Regenerasia a functioning e-mail address that the Affiliate checks regularly.
        18. You may not refer yourself or your company under your own existing Affiliate account(s).
        19. You shall not, directly or indirectly, attempt to recruit, solicit, or induce other Affiliates to terminate their affiliate relationship with Regenerasia.
        20. Traffic theft and any use or distribution of software that overrides or steals tracking cookies to generate sales for him/herself is strictly prohibited.
  1. Earnings
    1. Regenerasia shall pay an Affiliate his/her Commission at the level specified for such Affiliate in his/her Affiliate account interface.
    2. Regenerasia reserves the right to vary Commissions at any time, although commissions will not be varied without notice to the Affiliate.
    3. No Commission shall be payable to the Affiliate 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.
      1. If Regenerasia only becomes aware of the circumstances of such transaction(s) after Commission is paid, Regenerasia 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.
      2. Under such circumstances, Regenerasia may also cancel this Agreement without notice and without penalty to itself, and may take any appropriate legal measures against the Affiliate for, inter alia, fraud and breach by the Affiliate.
    4. No Commission shall be payable to the Affiliate for any customers or transactions that occur by visits made to the Regenerasia Website by a link which is not the Link and/or by visits made to the Regenerasia Website otherwise than via the Link even if those customers have followed the Link previously.
  1. Time of the Agreement and Termination
    1. This Agreement shall commence on the date on which you indicate that you have read, understood, and accepted these terms and conditions.
      1. Checking the box for this purpose on the Affiliate sign-up page is full indication that you have read, understood, and accepted these terms and conditions.
    2. Regenerasia and you may terminate this Agreement at any time without cause, without notice, and without penalty.
    3. Regenerasia may immediately terminate this Agreement for cause if you:
      1. breach any term or condition of this Agreement, unless Regenerasia provides you express, written permission to remedy the breach, and you fail to do so within fourteen (14) days of notice of permission, or
      2. cease or threaten to cease carrying on business.
    4. Upon termination of this Agreement for any reason, Regenerasia shall de-activate the Link and the Affiliate will immediately:
      1. cease carrying out all Promotional Activities;
      2. cease to describe him/herself or promote him/herself under or by reference to the designation “Regenerasia Affiliate,” an “Affiliate of Regenerasia,” or any substantially equivalent designation;
      3. cease use of the Intellectual Property and Advertising Material;
      4. deliver up to Regenerasia or, if Regenerasia prefers, permanently erase or destroy as appropriate, all the Affiliate’s Advertising Material, whether tangible or intangible, including source codes.
    5. If this Agreement is terminated by Regenerasia without cause, any Commission due to the Affiliate will be paid subject to any set-off, claim or deduction that Regenerasia may have.
    6. If the Agreement is terminated by Regenerasia with cause, the Affiliate in question shall not be entitled to receive any Commissions accrued from and after the event, act, or omission that constitutes cause, including Commissions from the downline Affiliates whom you had recruited, whether or not the sales for Commissions have been completed.
    7. Clauses of the Agreement relating to 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.
  1. Indemnity, Hold-Harmless, and Limitation of Liability
    1. Without prejudice to any other right or remedy Regenerasia or LEM may have vis-à-vis an Affiliate, the Affiliate agrees to indemnify and keep indemnified Regenerasia and LEM (including their affiliates, directors, officers, employees, and agents) against any and all Liability and increased administration, professional, and legal costs on a full indemnity basis suffered by Regenerasia or LEM (without set-off, counterclaim and/or reduction), or hold Regenerasia and LEM (including their affiliates, 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:
      1. unauthorized use and/or infringement of the Intellectual Property or the intellectual property rights of third parties,
      2. any breach of the Agreement,
      3. any tortious act and/or omission,
      4. any misrepresentation made in the Agreement,
      5. any breach of statutory or regulatory duty; and/or
      6. any Promotional Activities and all other activities of the Affiliate, whether or not the Liability was foreseeable or foreseen.
    2. Regenerasia shall have no Liability to the Affiliate for any:
      1. loss of profits and/or damage to goodwill;
      2. pure economic and/or other similar losses;
      3. special damages;
      4. aggravated, punitive and/or exemplary damages;
      5. consequential losses and/or indirect losses;
      6. loss and/or corruption of data;
      7. business interruption, loss of business, loss of contracts, loss of opportunity and/or of production; and/or
      8. legal, administrative, or regulatory action undertaken against the Affiliate, Regenerasia, or LEM in connection with any aspect of the Regenerasia program including, but not limited to, challenges to claims of Product efficacy.
    3. If, despite the aforegoing, Regenerasia or LEM is held liable to the Affiliate, Regenerasia’s total Liability to the Affiliate shall not exceed the sum of the Commissions actually paid to the Affiliate in the immediately preceding twelve (12) month period.
      1. months immediately prior to the first act/omission giving rise to the Liability.
    4. 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):
      1. Liability in contract (including fundamental breach),
      2. Liability in tort (including negligence),
      3. Liability for breach of statutory duty,
      4. Liability for breach of rule and/or regulation, and
      5. Liability for breach of the common law.
    5. Nothing in this Agreement shall exclude or limit the Liability of the Affiliate for fraud.
    6. 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.
    7. The obligations under this clause shall in perpetuity survive the expiry or termination of the Agreement.
  1. WARRANTIES AND LIABILITY
    1. REGENERASIA AND LEM MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR THE REGENERASIA OR LEM 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 AFFILIATE ACCEPTS THAT THE OPERATION OF THE REGENERASIA AND LEM WEBSITES MIGHT NOT BE ERROR FREE OR UNINTERRUPTED, AND THAT THE PRODUCTS MIGHT NOT PERFORM AS ADVERTISED FOR ALL CUSTOMERS. REGENERASIA AND LEM ARE NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE PERFORMANCE OR CONTENT OF THE REGENERASIA OR LEM WEBSITES, OR THE LACK OF PERFORMANCE OR SAFETY OF THE PRODUCTS OR ANY CONSQUENCES OF THE ADVERTISING MATERIALS AND PRODUCT CLAIMS MADE BY REGENERASIA AND LEM.
    2. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, TORT, AND CONTRACT, SHALL REGENERASIA OR LEM, 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 REGENERASIA OR LEM 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 REGENERASIA OR LEM WEBSITES OR ANY LINKS OR ITEMS ON THE WEBSITES OR ANY PROVISION OF THIS AGREEMENT OR THE REGENERASIA AFFILIATE 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.
  1. Assignment.
    1. The Agreement is personal to the Affiliate and the Affiliate 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 REGENERASIA.
    2. Regenerasia 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.
  1. Your Relationship with Regenerasia
    1. Affiliates are independent contractors of Regenerasia.
    2. Nothing in the Agreement is intended or will be construed as constituting a partnership, agency, franchise, sales representation, employment, or joint venture relationship between Regenerasia and the Affiliates.
    3. Affiliates are not authorized to incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Regenerasia.
    4. Affiliates are not authorized to enter into or commit Regenerasia to any agreements, and shall not represent themselves as having such authority.
    5. Each Affiliate shall be solely responsible for paying all expenses s/he incurs.
    6. Affiliates are solely responsible for paying all taxes on their Commissions.
    7. No third party shall have the right to enforce any terms of the Agreement between the parties.
  1. Confidentiality
    1. All information conveyed to you by Regenerasia or by administrators of the Regenerasia program in furtherance of your affiliate work, shall be kept confidential by you from all third parties, except:
      1. to the extent directly necessary to carry out Promotional Activities, and
      2. 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.
        1. In such an instance, you shall first notify Regenerasia of the order of disclosure, and shall cooperate with Regenerasia in the event that Regenerasia elects to legally contest and avoid such disclosure.
      3. The Link and the login and password to enable the Affiliate to access the Affiliate resource area provided by Regenerasia are confidential and the Affiliate shall effect and maintain reasonable measures to safeguard them from access or use by unauthorized persons.
      4. The Affiliate shall return to Regenerasia or, if instructed by Regenerasia, shall destroy, all Confidential Information that is embodied in tangible or visible form, including all copies thereof.
      5. The obligation of confidentiality shall continue and survive the Agreement for a period of five (5) years.
  1. Entire Agreement
    1. This Agreement, in its current form and as amended by Regenerasia at its discretion, constitutes the entire agreement between the parties.
      1. It supersedes any prior written or oral agreement between Regenerasia and you.
    2. Any promises, representations, warranties, usages, offers, customs, courses of dealing, or other communications are of no force or effect.
  1. Waiver
    1. No waiver by a party hereto of any breach of the Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
    2. Any waiver shall be in writing and signed by an authorized officer of Regenerasia.
  1. Cooperation
    1. 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.
  1. Amendments
  2. Regenerasia may amend the terms of the Agreement at any time.
  3. Any and all amendments shall become effective upon Regenerasia’s posting of the amendment(s) to a/the Regenerasia Website(s).
  4. If notice of amendment is transmitted to Affiliates, it will be sent to Affiliates at the e-mail address on file with Regenerasia for each Affiliate, and in no other manner.
  5. It is each Affiliate’s sole responsibility to ensure that the e-mail s/he provided Regenerasia is still functioning and checked regularly by the Affiliate.
  6. Notice may consist in an advisory to review the Agreement, rather than in a transmission of the actual amendment.
  7. Your continued participation in the Regenerasia program signifies your full acceptance of any and all amendments.
  1. Validity
    1. 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.
    2. 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.
    3. The failure of the parties to agree such a replacement provision shall not affect the validity of the remaining part of this Agreement.
  1. Expenses
    1. 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.
  1. Force Majeure
    1. 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.
  1. Headings
    1. The headings used in the Agreement shall not be used to for construction or interpretation of the Agreement.
  1. Survival
    1. 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.
  1. Construction and Interpretation
    1. 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.
  1. Dispute Resolution
    1. The parties hereto agree that they will first attempt to resolve any dispute between them by informal, direct, and good-faith discussions.
    2. 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 here.
    3. You shall carefully read and agree to comply with the Mutual Arbitration Agreement, which is hereby incorporated into and made a part of the Agreement.
    4. The Mutual Arbitration Agreement and the obligation to resolve all disputes thereunder shall in perpetuity survive the expiry or termination of the Agreement.
Mission Statement Regenerasia explores e-models, e-practices and e-products for e-health in the healthcare system abroad. Its stated objective is to document best practice in health service delivery and policy development. Excellence is achieved through constant innovation, motivated people and inspired leadership at all levels of the website.Regenerasia provides our readers with ideas, analysis, policies and best practices that have been subject to independent reviews. ReadershipRegenerasia readers are administrators, academics, insurers, suppliers and policy pundits. Types of Articles Submissions can be made for these editorial departments. If an author’s idea does not appear to fit within any of these categories, authors are encouraged to contact the managing editor. Feature A thorough analysis of e-health issues. Manuscripts should be no more than 5,000 words inclusive of figures/tables. Submissions must include an abstract (maximum 150 words). Commentary An explanatory series of notes or comments; probably and explanatory essay or a record of events or facts. Manuscripts should be approximately 5,000 words inclusive of figures/tables. Submissions must include an abstract of 150 words or less. Case Study A brief statement of background and context, a description of the initiative, a presentation of results (including challenges that arose and how they were addressed) and a discussion of lessons learned, highlighting those that are potentially transferable to other topics and settings. Manuscripts should be no more than 2000 words inclusive of figures/tables. Submissions must include an abstract (maximum 100 words). Manuscript Preparation Pages should be numbered consecutively throughout. The author should email the manuscript as an attachment to Regenerasia at jt@regenerasia.com. Correspondence via email is strongly encouraged. Authors should provide a manuscript that is written in an interesting style, free of professional jargon. Material must be written for senior administrators by experts whose authority comes from careful analysis and study or from a profound personal experience. Preferably, ideas have been tested in the real world and so can be readily applied by management. Submission of an article implies that it has not been previously published, is not being considered for publication elsewhere, and that the contents are original. Along with one or two sentences of biographical information to appear in the journal describing the main themes of the paper. Manuscripts must be accompanied by a cover letter which should include the following information.

  • A full statement to the editor about all submissions and previous reports that might be regarded as redundant publication of the same or very similar work. Any such work should be referred to specifically and referenced in the new paper. Copies of such material should be included with the submitted paper, to help the editor decide how to handle the matter.
  • A statement of financial or other relationships that might lead to a conflict, or perceived conflict, of interest, if that information is not included in the manuscript itself.
  • The authors must meet the three authorship criteria of the International Committee of Medical Journal Editors:“An author is someone who:
    1. Contributed substantially to conception and design, or acquisition of data, or analysis and interpretation of data AND
    2. Drafted the article or revised it critically for important intellectual content AND
    3. Gave final approval of the version to be published.”
  • Authors also have the option of including a statement indicating names of individuals who should not be asked to review the paper because of potential conflict of interest.

Manuscripts should also be accompanied by a face sheet that gives the title of the paper, five to seven key words and the names of the authors and their credentials, and current titles, e.g., Lois M. Smith, RN, MScN Nurse Practitioner XYZ hospital Thistown, Province/State (no periods used in degrees). Author Disclosure It is the policy that all authors of its medical publications disclose relationships with any commercial interest that may present a conflict of interest if:

    1. The relationship is financial and occurred within the past 12 months;

and

  1. the author discusses products or services of that commercial interest.

Relevant financial relationships are those relationships in which the author (and/or the author’s spouse or partner) benefits in any dollar amount by receiving a salary, royalty, intellectual property rights, consulting fee, honoraria, ownership interest, or other financial benefit. Financial benefits are usually associated with roles, such as employment, management position, independent contractor (including contracted research), consulting, speaking and teaching, membership on advisory committees or review panels, board membership, and/or other activities for which remuneration is received or expected. General Points of Style

  • use double quotation marks, with single quotation marks within the double as necessary
  • commas and periods always within the quotation marks
  • series or serial comma not used to separate final elements in lists (e.g., CEOS, directors, managers and supervisors)
  • articles and prepositions within titles and headings lowercased
  • that/which distinction made for restrictive/nonrestrictive clauses
  • Dates:
    • March 2003 (no comma)
    • March 12, 2003
    • The 1990s (no apostrophe)
  • Numbers:
    • numbers below 10 spelled out; 10 and above as numerals
    • percentages always expressed as numerals, with percentage sign (e.g., 2%, 37%
    • dollar amounts – $10 million; $2 billion
  • en dash used to set off phrases within sentences; space either side
  • ellipses set tight; space either side for three ellipses within sentence ( … )

References The use of footnotes and endnotes is strongly discouraged. Instead, short explanatory remarks should be placed parenthetically in the text. In-text references should be placed in parentheses and consist of last name of the author(s) and the year of publication of the work to which reference has been made. No punctuation separates the two items. In-text References One Author: The theory was first propounded in 1970 (Goodenough 1971). Alternatively, author surnames may be integrated into the text, followed immediately by the year of publication in parentheses: Goodenough (1971) was the first to propound the theory. Two Authors: EI has been proven to positively affect an organization’s success (Cooper and Sawaf 1997). Multiple Authors/Citations: Any health organization could potentially benefit from this type of approach (Madden et al. 1995). Madden et al. (1995) propose the following solutions … This trend is reflected in recent surveys of healthcare organizations (Gaudine 2000; Pimentel 2000; Canadian Physiotherapy Association 2000; Parent et al. 2001) In-text citations requiring page references to quoted material should be styled as follows: (Goodenough et al. 1979: 22-23; Simcoe 1980: 734-35.)Reference List Ensure that all sources cited in the text are included in a “Reference” list at the end of the article. The accompanying list should be in alphabetical order and include full publication details. For multiple entries by the same author, arrange citations in chronological order, earliest year first. In the examples shown here, the following rules are observed:

  • in citations with multiple authors, invert the first-name
  • no parentheses for year of publication
  • article titles in upper and lower case, enclosed in double quotation marks
  • volume number, issue number, page references styled as follows (plain type – no italics): 15(3): 319-25

Sample References Anis, A.H., D. Guh and X. Wang. 2001. “A Dog’s Breakfast: Prescription Drug Coverage Varies Widely across Canada.” Medical Care 39(4): 315-26. Boyatzis, R., D. Goleman and K. Rhee. 2000. “Clustering Competence in Emotional Intelligence: Insights from the Emotional Competence Inventory (ECI).” In R. Bar-On and J.D.A. Parker, eds., The Handbook of Emotional Intelligence. San Fransisco, CA: Jossey Bass. Drinka, T.J.K. and P.G. Clark. 2000. Healthcare Teamwork: Interdisciplinary Practice and Teaching. Westport, CT: Auburn House Shortell, S.M., J. Zimmerman, D.M. Rousseau, R.R. Gillies, Wagner, E.A. Draper, W.A. Knaus and J. Duffy. 1994. “The Performance of Intensive Care Units: Does Good Management Make a Difference?” Medical Care32(5): 508-25. Citations of all material accessed on-line should be as complete as possible and include all the information that would normally be cited for a print source. In addition, the date of access/retrieval should be included. Ontario Canadian Intergovernmental Conference Secretariat. 2005. “A 10-Year Plan to Strengthen Health Care.” Retrieved July 4, 2008. . Tables and FiguresTables and figures should follow the material they illustrate. All illustrations consisting of line art (pie charts, bar graphs, etc.) should be labeled as “Figures” and numbered consecutively within the article (Figure 1, Figure 2, etc.). Include an appropriate title, legend and sourceline, where required, for each Figure. Similarly, all Tables should be numbers consecutively within the article (Table 1, Table 2, etc.).Tables Number tables consecutively and supply a brief title for each. The table number should appear centered on the first line, while the table title should appear on the next line, also centered. Include explanatory footnotes for all nonstandard abbreviations. Cite each table in the text in consecutive order. They should be self-explanatory and not duplicate the text. If you use data from another published or unpublished source, obtain permission and acknowledge fully. Please include all Tables in one file, separate from the article text. Figures To ensure accurate reproduction of your figure, graph or picture in any, please provide, in addition to the Word document, the original file you “placed” into your Word document (see below for examples). If the figure being used was not created by you, and therefore obtaining on original is not possible, please provide any text from the figure as a separate Word Document. Acceptable file formats:

  • jpg, eps, tiff or psd (at a resolution of 300 dpi)
  • Adobe Illustrator (.ai or eps file)

Note: Powerpoint and Excel files are acceptable if you used these programs to create the original figure or graph. Permission Data and/or figures reproduced from another published source must be properly cited and acknowledged. Authors are required to obtain written permission from the appropriate author and/or copyright holder to reproduce previously published or copyrighted material, including extensive quotations (longer than 500 words), tables, figures, graphs, etc. Authors must also obtain permission from at least 1 author when citing unpublished data, “in-press” articles, and/or personal communications. Permission should accompany the manuscript.

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