Terms & Conditions

Chiroflow Virtual Store Terms and Conditions

Thank you for participating in the Chiroflow Virtual Store. Millions of people all over the world trust their sleep to Chiroflow and we are excited to improve the sleep of others through your participation in our Virtual Store.

The following Terms and Conditions, including all exhibits, schedules and/or attachments hereto, as may be hereafter amended, restated or otherwise changed from time to time (collectively, “Agreement), shall govern your participation as a Doctor (“Doctor”) in the Chiroflow Virtual Store Program (the “Virtual Store”). You are entering into this Agreement as a condition to becoming an Affiliate and shall at all times fully comply with the terms and conditions of the Virtual Store and this Agreement. The terms “you,” “your,” and “Affiliate” shall refer to the individual or entity that wishes to participate as an Affiliate by accepting this Agreement, and the terms “we,” “us,” “our,” “Chiroflow,” and “Company” shall refer to Chiroflow, Inc. Chiroiflow and you may be individually referred to as a “Party” or collectively referred to as the “Parties”.

  1. Commissions. All commissions earned through the Virtual Store Program shall be determined and administered by Chiroflow Inc. as the operator of the Network. Current commission pay structure is as follows:

$15.00 commission on each Original Fiber Pillow sold

$20.00 commission on each Memory Foam Pillow sold

$15.00 commission on each Chirotrac sold

Commissions will be paid on a monthly basis during the first week of each month under the following conditions:

  1. Each commission will be held for 30 days to satisfy the 30-day return policy – if a pillow is returned under the 30-day return policy, the commission for that referral will be forfeit.
  2. Commissions will be paid when the amount earned reaches or exceeds $100.00, so that transaction fees are reduced. If monthly commissions do not amount to $100.00, they will be held until the next payment period in which the commissions reach or exceeds the $100.00 amount, or will be paid upon request. In any circumstances, we do not intend to hold any commission for more than 90 days.

Commission rates and cookie durations will be set by Chiroflow Inc via the Network. We reserve the right to change commission rates at any time.

  1. Advertising Rules; Consumer Communications. IF WE DETERMINE IN OUR SOLE DISCRETION THAT YOU FAIL TO COMPLY WITH ANY OF THE RESTRICTIONS IN THIS SECTION YOU FORFEIT ANY COMMISSIONS OR OTHER PAYMENTS OTHERWISE EARNED BY YOU DURING SUCH TIME THAT YOU ARE NOT IN COMPLIANCE.
    1. You agree to the following advertising rules:
      1. You may refer to the results of a clinical study conducted by the Johns Hopkins University School of Medicine and Published in the Archines of Physical Medicine and Rehabilitation using the following language:
        1. The Mediflow Water Base Design – Clinically shown to reduce morning neck pain intensity, increase pain relief and improved quality of sleep;
        2. Clinical Study:
          1. Study published in the Archives of Physical Medicine and Rehabilitation.
          2. The Support Pillow clinically shown to improve quality of sleep and reduce neck pain.
        3. In the Clinical Study the Water Pillow was ranked best in all categories tested including:
          1. How fast subject fell asleep
          2. How few times subjects woke up
          3. Overall quality of sleep
        4. Johns Hopkins Hospital Neck-Pain and Quality-of-Sleep Study – Conclusion: Proper selection of a pillow can significantly reduce neck pain and improve quality of sleep. (Published in the Archives of Physical Medicine and Rehabilitation – Volume 78.)
      2. you will not make any claims that our products are endorsed by Johns Hopkins University School of Medicine;
  • you may make the statement “Correct firmness and cervical support in one proven pillow” in your promotion of our product;
  1. you will immediately substitute or remove any Chiroflow Content from your websites at our request;
  2. you will not purchase or contract with any other person or entity to exploit any name, trademark, trade name, service name, logo or similar business identifier, or any variation or misspelling thereof, which is owned or controlled by us for any purpose;
  3. you will not use any Chiroflow Content to promote products or brands other than those of Mediflow/Chiroflow; and
  1. You may not:
    1. generate or send any email messages, text or mobile messages, or other electronic messages ("Electronic Messages") that in any way suggest, imply, or mislead, or are likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Chiroflow is the sender of such email or procured or induced you to send such email including messages that use or contain our name or logo, or any variation thereof, or any of our trademarks or products;
    2. forward, redistribute, or otherwise repurpose any Electronic Messages marked as confidential between Chiroflow and the doctor that we send our customers or members of the Network;
  • generate or send any unsolicited Electronic Messages in connection with this Agreement unless the recipient has given his or her prior consent to receive such message; or
  1. generate or send any Electronic Messages otherwise in violation of the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 (TCPA) or any other applicable laws or regulations (including any amendments or successor laws).
  1. You will not collect personal information from sites that are directed to children under the age of 16 or knowingly collect personal information from any child under the age of 16 unless such collection is in accordance with the Children’s Online Privacy Protection Act (COPPA) and applicable state laws, including the California Online Privacy Protection Act (CalOPPA) and California Consumer Privacy Act (CCPA). Further, you will not knowingly direct or refer any children to our websites.
  2. You represent and warrant that any and all promotional activities conducted you relating to this Agreement will not contain any material that (i) is misleading or deceptive, or (ii) is libelous, defamatory, obscene, pornographic, intended to harass or annoy, or link to any site containing material of the type described in this sentence.
  3. We require that our Affiliates comply with all state and federal laws relating to privacy, advertising and marketing, including but not limited to Federal Trade Commission rules and regulations related to advertising and marketing, including, but not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Endorsement Guides”), which require, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that review/rating sites, blogs, directories, and other websites, email, videos or collateral that purport to provide an endorsement, review or assessment of us or our products, services or sites must prominently disclose that you are a member of the Virtual Store Program and that compensation is provided to you. For such reasons, you and your participating website(s) will at all times adhere to FTC Endorsement Guides. If you promote us or our products, services or sites via reviews, blogs, directories, testimonials, endorsements or other forms of promotion or communications, (i) all such promotions or communications will reflect your honest views, opinions and experiences; and (ii) you will disclose your affiliate relationship with us in accordance with the FTC Endorsement Guides.
  1. Chiroflow Content
    1. Chiroflow Content” means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text and other content and material which we may, in our sole discretion, make available to you in connection with the Virtual Store from time to time. A list of the Company’s trademarks (“Trademarks”) is attached hereto as Exhibit A. Chiroflow Content includes any content from our Chiroflow website, which we may change from time to time in our absolute and sole discretion.
    2. Subject to the terms and conditions herein, we hereby grant to you, during the term hereof, a limited, non-exclusive, non-transferable, revocable, non-sublicenseable, non-assignable right to (i) access our website through Qualifying Links (defined below) provided by us from time to time, and (ii) use and display the Chiroflow Content that we may make available to you from time to time solely as provided to you through the Virtual Store and solely for the purpose of generating the sale of the Company’s products from your website that we have approved and solely in connection with your participation in the Chiroflow Virtual Store Program. Except for the right to use the Chiroflow Content provided to you by us hereunder, we are not granting you any rights in, and you represent, warrant, covenant and agree that you will not use, in any manner, any trademarks, service marks, trade names, logos, banners, buttons, graphics, digital images, text, or other content or materials owned or controlled by us or our other Doctors.
    3. "Qualifying Link" means a link from your website to our website using one of the URLs or graphic links provided by us (or through the Virtual Store Network) for use in the Virtual Store. All Qualifying Links that you will use in the Virtual Store will be provided to you from the Network or by other means selected by us, and only valid Qualifying Links generated by the Network or by us will be tracked for purposes of determining commissions that you may be eligible to receive on sales of products generated through your website
    4. Upon termination of this Agreement, for any reason, you shall immediately cease using, displaying or otherwise maintaining any interest in the Chiroflow Content. For purposes of this Agreement
    5. You acknowledge and agree that we retain all rights, title and interest in and to all property rights embodied in or associated with the Chiroflow Content. You represent, warrant, covenant and agree that you will not, and will not assist any third party to, now or in the future, take any action challenging or otherwise inconsistent with our ownership of, or other right in, the Chiroflow Content, or register or attempt to register any trademark, service mark, logo, trade name, domain name, or similar business identifier, that contains any name, Trademark, service mark, logo, trade name or other content or material owned or controlled by us or any derivation, including misspellings, thereof. All goodwill and benefits accruing from the use of the Chiroflow Content will automatically vest in us. You agree to cooperate with us and to take any additional actions reasonably requested by us to effect, perfect or confirm our rights, title and interest in the Chiroflow Content.
  2. Participation. The Virtual Store is administered through our website, Chiroflow.com/ca, as operator of the Virtual Store (the “Network”). In order to participate in the Virtual Store Program, you must complete a participant application that is accessible through the Network. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If we reject your application, you may reapply at any time. Only websites with general, Canadian or United States based domain name extensions (e.g. .com, .net, .org, .us, .ca etc.) and that serve a North American based audience are eligible for participation in this Virtual Store Program. You must be at least 18 years of age to join this Program.
  3. Website. You may not participate in the Virtual Store Program if the websites operated by you violate any of the following website suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites or any content or technology contained thereon will, at any time during the period that you are an a Doctor in the Virtual Store Program, violate any of the following website suitability restrictions. In the event that we believe that you have violated any of the following website suitability restrictions we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Virtual Store Program without notice as outlined in Section 8 below.
    1. Your participating websites may not:
      1. infringe on our or any other person's or entity's intellectual property, publicity, privacy or other rights;
      2. fail to state a clear online privacy policy to your visitors;
  • violate any law, rule or regulation;
  1. contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;
  2. contain any content that references alcohol, firearms or is political in nature;
  3. contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
  • contain material that is false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
  • promote violence or any illegal or immoral activity;
  1. promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age;
  2. use or promote the use of bulk email or spam;
  3. contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website;
  • install spyware on another person's computer, or cause spyware to be installed on another person's computer or utilize any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download; and
  • use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on Chiroflow’s or Chiroflow’s competitors websites or on any other website other than your websites.
  1. You may not:
    1. attempt to modify or alter our Chiroflow website in any way; or
    2. engineer your websites in a manner designed to direct or pull Internet traffic away from our Chiroflow website.
  2. We have the right in our sole and absolute discretion to review your websites at any time and from time to time to determine if you are in compliance with the terms of this Agreement Per Click Guidelines. If you are approved for this Virtual Store Program and utilize Pay per Click (“PPC”) advertising, you must observe our PPC guidelines.
    1. You may not:
      1. bid on any of our Trademarks or Keywords, a list of which is attached hereto as Exhibit B, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network;
      2. use our Trademarks in sequence or out of sequence with any other keyword;
  • use our Trademarks or Keywords in your ad title, ad copy, display name or as the display URL;
  1. direct link to the Chiroflow Site from any PPC ad or use redirects that yield the same result; or
  2. bid in any manner appearing higher than Chiroflow for any search term in position 1-5 in any auction style PPC advertising program. If your PPC campaigns are automated, it is your responsibility to exclude our Trademarks from your PPC advertising program.
  1. If you engage in PPC trademark bidding that uses our Trademarks, your participation in the Virtual Store Program may be terminated immediately.
  2. If you utilize PPC advertising through search engine marketing, your PPC advertisement must direct the user to your presale page.
  1. Term and Termination. Chiroflow may terminate this Agreement at any time and for any reason in its sole discretion. We may terminate this Agreement for cause immediately, without notice, if we determine, in our sole discretion, that you have breached this Agreement or that your website(s) is unsuitable to participate in the Virtual Store Program. You are only eligible to earn a commission for sales of products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer. In addition, we may invoice you for any commissions that were paid to you prior to termination if those referral fees relate to products that are subsequently canceled or returned by a customer. In the event an overpayment is made by us, you agree to promptly remit such overpayment to us upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Sections 4, 9, and 11-13 of this Agreement shall survive the termination of this Agreement.
  2. Confidential Information. You acknowledge that as a participant in the Virtual Store Program, you may have access to Company trade secrets and other Company confidential information (collectively, in its broadest sense, “Confidential Information”). Except as may otherwise be directed by Company in the Company’s sole and absolute discretion, you agree to keep in strict confidence, both during the term of this Agreement and subsequent to termination hereof, and not disclose or divulge to any person, firm or corporation, or use directly or indirectly, for its own benefit or the benefit of others, any Confidential Information. .
  3. Representations and Warranties of Affiliate. You represent and warrant that:
    1. you have all right, title and power necessary to enter into and perform your obligations under the Agreement;
    2. you have all approvals, consents, licenses, permits or other authority necessary or required to conduct any and all activities that you will perform or conduct in connection with this Agreement, including, without limitation, from any and all federal, state, and/or local governments, authorities, regulatory agencies, or other authorizing bodies
    3. you are and shall remain in compliance with all federal, state and local laws applicable to the conduct of your business and performance of your obligations under this Agreement, including, but not limited to, CAN-SPAM Act;
    4. your participation in this Virtual Store Program will not violate (i) any applicable self-regulatory rules or guidelines relating to privacy, data protection or marketing; (ii) any right held by any third party, including any intellectual property or privacy rights; or (iii) any known privacy policy.
  1. Cybersecurity. You agree to use commercially reasonable efforts to protect and keep confidential all Company and customer data that is in your possession or control against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse.
  2. Indemnification. You agree to indemnify defend and hold harmless Chiroflow and its officers, directors, employees, affiliates, agents, and representatives from and against all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies (including reasonable attorneys’ fees and costs) arising from or in connection with (a) your negligence or willful misconduct or (b) a breach or violation by you of any warranty, representation, obligation or covenant contained in this Agreement.
  3. Limitation of Liability. IN NO EVENT SHALL CHIROFLOW BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH EITHER PARTY’S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY OTHER REASON, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHIROFLOW SHALL NOT BE LIABLE FOR ANY CONSUMER CLAIMS STEMING FROM YOUR ADVERTISEMENTS THAT INVOLVE IMPROPER USE OF OUR PRODUCTS. IN NO EVENT SHALL CHIROFLOW’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE VIRTUAL STORE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
  4. Disclaimer of Warranties. CHIROFLOW MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE VIRTUAL STORE PROGRAM OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. NO REPRESENTATION OR AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY OR OUR EMPLOYEES OR AGENTS OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY ON THE PART OF CHIROFLOW. WE MAKE NO REPRESENTATION OR WARRANTY THAT YOU WILL RECEIVE ANY COMMISSIONS. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT OUR WEBSITE OR THE PARTNER PORTAL WILL OPERATE CONTINUOUSLY, UNINTERRUPTED, OR WITHOUT ERROR, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE VIRTUAL STORE PROGRAM.
  5. Parties Relationship. The Parties are each performing services hereunder as an independent party. Nothing contained in this Agreement shall be deemed or interpreted to constitute the relationship between the Parties as a legal partnership, agency, joint venture, or any other relationship in which either Party is responsible for or shall incur liability to outside parties as a result of the actions or omissions of the other Party.
  6. Governing Law; Arbitration. This Agreement shall be governed exclusively by the laws of the Nevada and the Federal Arbitration Act, without regard to conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of another party. The arbitration shall be conducted in Las Vegas, Nevada and judgment on the arbitration award may be entered into in any state or federal court in the state of Nevada having jurisdiction thereof. Notwithstanding the applicable law on statute of limitations, demand for arbitration with the AAA must be filed within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.). By using the Site and thereby agreeing to the Agreement, you hereby consent to the exclusive personal jurisdiction and venue in the state and federal courts sitting in the State of Nevada.
  7. Modification. You expressly acknowledge and agree that this agreement may be modified by us by posting a notice of such modification on the Network. Your subsequent access to the Network or continued conducting of promotional activities regarding the Services shall constitute your acceptance of such modification. No other amendment or modification of this Agreement shall be binding unless it is set forth in a writing, signed by both parties.
  8. Access to Site and Service. Doctor understands and agrees that on occasion the Virtual Store Program may be inaccessible, unavailable or inoperable. Chiroflow will attempt to provide the Virtual Store Program on a continuous basis, but is under no obligation to provide the Virtual Store Program or maintain the availability on a continuous or uninterrupted basis. Chiroflow’s failure to deliver the Service because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
  9. Tracking Doctor’s Commissions. Chiroflow shall track commissions that should be credited to Doctor's account.
  10. Access to Tracking and Reporting Tools. Chiroflow shall provide Doctor with access to tracking and reporting tools via the Virtual Store Program, and to other various support services that may be updated from time to time.
  11. Support. Support for Virtual Store Program is available by contacting Chiroflow and reaching the appropriate person or support services.
  12. Notice. Except as specifically otherwise stated herein, all notices, communications, or requests, required or permitted to be given by you to us hereunder must be given in writing via the Network. All notices, communications, or requests, required or permitted to be given by us to you hereunder must be given in writing, and shall be delivered via the Network. Notice shall be deemed effectively given on the date of sending via the Network.
  13. Miscellaneous. This Agreement constitutes the entire agreement between you and Chiroflow and supersedes any other oral or written communications between you and Chiroflow regarding the subject matter hereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of the Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver unless expressly provided otherwise. This Agreement shall not be for the benefit of, or enforceable by, any person or entity not a Party hereto and shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

Exhibit A

Trademarks

MEDIFLOW

CHIROFLOW

CHIROTRAC

GIVE THE GIFT OF A GOOD NIGHT'S SLEEP

A GOOD NIGHT'S SLEEP IS A GIFT

FLOATING COMFORT

Exhibit B

Keywords

mediflow inc

mediflow

mediflow pillow company

mediflow.com

mediflow com

medi flow

mediflow pillow

mediflow pillows

mediflow waterbase pillow

water pillow mediflow

medi pillow

pillow mediflow

pillows mediflow

medflow water pillow

chiroflow water pillow

mediflow waterbase water pillow

med flow pillow

medflow pillows

mediflo waterbase pillow

The Water Pillow

The Water Pillow by Mediflow

Water Pillow by Mediflow

mediflo pillow

water pillow

water pillows

waterbase pillows

waterbase pillow

chiroflow

chiroflow pillow