Partnership Terms and Conditions
These Terms constitute a binding legal agreement between you and GLP Winner Inc. (“GLP Winner,” “we,” “us,” or “our”).
Definitions: As used in these Terms of Service, “Services” means the marketing services provided by us to generate potential sales leads for your Products (“Leads”) through our Platform (as defined below);“Platform” means our software marketplace; “Products” means your products listed in Schedule A; “Company” or “you” means the entity or person purchasing or using the Services; and “GLP Winner,” “we,” “us,” or “our” means GLP Winner Inc., its affiliates, its subsidiaries, its employees and its contractors. These Terms constitute the entire agreement and supersede all prior agreements, representations, or understandings. No Company purchase orders or other documents shall modify these Terms.
1. Engagement.
(a) We provide marketing services through our software marketplace (the “Platform”) for the Products. You must provide us with pertinent sales literature, test accounts, samples, and other materials necessary for us to provide the Services.
(b) We only provide Services for Products listed in Schedule A. We have no obligation to promote any other products, services, or you under these Terms of Service. If specific features, services, or treatments are not supported on our Platform, we have no obligation whatsoever to support or advertise them. We determine, in our sole and absolute discretion, which features, services, or treatments to support, promote, or advertise on the Platform, and we are not required to provide any explanation or justification for our decisions. You may request to add Products to Schedule A by submitting a written request, which we may approve or deny in our sole discretion.
(c) We will list Products on our Platform within two (2) business days from the date you accept these Terms (the “Effective Date”), provided you submit all required information and materials requested by us and have set up any required tracking in schedule B, including running any testing of the tracking as required by us Delays in the provision of such information may delay listing without affecting your payment obligations or other terms.
(d) We are not obligated to participate in your sales meetings or negotiations. We have no authority to offer or sell the Products to any Lead.
(e) We make no representation or warranty about the creditability or suitability of any Leads introduced to you, and we do not perform any due diligence with respect to the creditability or suitability of any Lead.
(f) You determine all prices, terms, and conditions for your Products in your sole discretion. You control all discussions and negotiations regarding any proposed or actual offering or sale of Products. You are not obligated to offer or sell any Products or consummate any transaction with any Lead. You may terminate any negotiations, discussions, or sale of Products at any time without affecting your obligation to pay our fees under Section 4.
(g) You must make commercially reasonable efforts to keep your website(s) generally available 24 hours a day, seven (7) days a week, and not listed on any spam-blocking databases, (such as the Spamhaus SBL or DBL), to ensure that Actions (defined below) may be properly processed. You must notify us at least two (2) business days in advance of any scheduled downtime longer than two (2) hours.
(h) You must make commercially reasonable efforts to continue providing Products and applicable services to your clients, ensuring that Actions (as defined below) are properly processed without undue delay. If you anticipate that you will be unable to perform your services in the ordinary course of business and foresee delays of two (2) or more weeks in delivering Products to Leads, including but not limited to shortages of medications, clinician availability, or other operational issues, you must notify us within two (2) days of becoming aware of such potential delays.
(i) You must notify us within twenty-four (24) hours if: (i) you make any major changes to your website, systems, Products, or business operations that might impact tracking; (ii) you know or suspect that tracking has been broken, is malfunctioning, or is inaccurate; or (iii) you experience any technical issues that may affect Lead generation or Action tracking. Failure to provide such notice is a material breach of these Terms.
(j) You must use commercially reasonable efforts to provide us with the most current pricing of any product and must notify us of any change in price no later than two business days after such change.
(k) You must ensure that we receive a coupon code that reflects the lowest price or highest publicly available discount you offer on the applicable product(s) at any given time, including any codes made available through public promotions, advertisements, or your website.
(l) You grant us a non-exclusive, non-transferable license to use your name, trademarks, logos, and other intellectual property reasonably required to market you (the “Marks”) on the Platform. This license is granted solely for the purpose of promoting your Products to Leads.
(m) You are not required to provide us with any protected health information (PHI) of your clients, including but not limited to names, addresses, contact information, social security numbers, financial account details, or any other data that can be used to identify an individual, unless required by law or with express written authorization.
(n) Our services are strictly limited to marketing activities and do not include any form of referral or recommendation for medical care or treatment.
(o) We do not direct, endorse, or steer potential Leads to your or any other party’s Products or website. You acknowledge that we provide the Platform as a passive conduit for listing Products. All Leads independently select Products based on their own discretion.
(p) We may, in our sole discretion, determine whether the tracking systems established pursuant to Schedule B are functioning properly or working correctly. If we determine that tracking is not functioning properly, is malfunctioning, or is otherwise inadequate, we may immediately remove your Products from all Platform listings and suspend your marketing services hereunder without prior notice or opportunity to cure. Your Products will remain removed from the Platform listings until you provide us with commercially reasonable evidence, in a form and substance satisfactory to us in our sole discretion, demonstrating that all tracking issues have been corrected and that the tracking systems are functioning properly and accurately. Our determination regarding the adequacy of such evidence and the restoration of your Products to the Platform listings shall be final and binding. During any period of suspension under this subsection, you must continue to pay all fees and charges set forth in Schedule A, and we have no liability to you for any damages arising from such suspension.
(q) You must complete all tracking implementation and KYC requirements within thirty (30) days of the Effective Date. We will provide up to three (3) hours of implementation support at no charge. If you require more than three (3) one-hour calls or sessions with us to implement tracking, we may, at our sole discretion: (i) charge you $500 per hour for each additional hour of support beyond the initial three hours; or (ii) terminate these Terms immediately without penalty. If you require custom engineering work beyond standard tracking implementation, we may charge you for such custom work at rates to be mutually agreed in writing, or we may decline to perform such custom work in our sole discretion. If you fail to complete KYC or tracking implementation within thirty (30) days of the Effective Date, we may terminate these Terms immediately at our sole discretion without penalty or liability.
2. Reporting & Tracking.
(a) Reporting. On or before the fifth of each calendar month, we will provide you with a report containing the exact number of Leads referred to you through the Platform and the Actions completed with those Leads (the “Reports”). Our Reports are authoritative and binding for all purposes under these Terms, including billing and payment. All billing and payment obligations are based solely and exclusively on our tracking and our Reports. We may, in our sole and absolute discretion, permit the use of third-party tracking tools as a secondary reference only, but such third-party tracking tools have no bearing on billing, payment, or any other obligations under these Terms. We may refuse to install, integrate, or use any third-party tracking tools at our sole discretion. If we permit third-party tracking, you must provide us with full login access to such tools, but such access is provided solely for our convenience and does not alter the authoritative nature of our Reports.
(b) Tracking. We track all Leads and Actions as described in Schedule B. We may update Schedule B at our discretion with notice to you. We may, at our sole discretion, allow third-party tracking as a secondary (but not primary) tracking method. Our tracking shall be the primary and authoritative tracking method for all billing and payment purposes. If third-party tracking shows materially different results from our tracking, you must provide us with full visibility and access to audit the differences and must prove that the third-party tracking is more accurate than our tracking. We assume third-party tracking is incomplete and inaccurate until you provide commercially reasonable evidence proving otherwise, in a form and substance satisfactory to us in our sole discretion.
3. Actions.
(a) Definition. For purposes of these Terms, “Action” means an act or event by a third party upon which payment by Company to GLP Winner is based (as described in Schedule A).
(b) Rejected Actions/Fraudulent Activity. For purposes of these Terms, “Rejected Action” shall mean any action for which you claim you are not obligated to pay us, including Actions that are allegedly fraudulent, invalid, incomplete, duplicative. You must report all Rejected Actions to us within fifteen (15) days from the end of the month in which the Actions were generated, along with the reason(s) and commercially reasonable data supporting the reason(s) for the rejection(s). Any Actions you don’t dispute within this timeframe and with the requisite support will be deemed valid and payable and may not thereafter be disputed and payment may not be withheld for any reason. If you sell, transfer, or use an Action or any portion of an Action that you rejected, you must pay the fee set forth in Schedule A for such Action (the “Action Payment”).
(c) Transfer Restriction. You may not transfer, assign, or otherwise delegate any Lead referred by GLP Winner under these Terms to any third party, entity, or affiliate (a “Transferee”) without our prior written consent. Any attempted transfer, assignment, or delegation without such consent shall be null and void and constitute a material breach of these Terms. If we consent to such a transfer or assignment, the Transferee must agree in writing to be bound by the terms and conditions of these Terms as a condition precedent to the transfer or assignment or you must agree to pay the Action Payment.
4. Compensation. You must pay us according to Schedule A. We are not responsible for any taxes (including fees and penalties) incurred by you. You must pay us on time regardless of whether third parties have paid you, or whether a third party has requested an offset or other credit. Our actual or alleged breach of these Terms with respect to certain Actions does not allow you to withhold payment for other Actions, assess fees or penalties, or to make deductions from future earnings.
5. Exclusivity. We are your exclusive provider of marketing services with respect to sales of the Products to Leads through a software marketplace platform during the Term. You may engage in other marketing efforts such as influencer marketing, programmatic advertising, and other industry standard marketing practices. We have no restrictions whatsoever on marketing, promoting, or advertising our Platform, and we may market our Platform in any manner, through any channels, and to any audiences we choose in our sole discretion. Nothing in these Terms limits or restricts our marketing activities or our right to promote our Platform or any other products or services.
6. Independent Contractor. We are an independent contractor, and these Terms do not create any association, partnership, joint venture, employee, or agency relationship between us and you for any purpose. Neither party has authority (and shall not hold itself out as having authority) to bind the other party in any agreements or representations without said party’s prior written consent. You are not responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, or making any insurance contributions, on our behalf. Any persons employed or engaged by either party in connection with the performance of that party’s obligations hereunder shall be that party’s employees or contractors and that party shall be fully responsible for them and indemnify the other party against any claims made by or on behalf of any such employees or contractors.
7. Confidentiality. For purposes of these Terms, “Confidential Information” includes the existence and terms of these Terms, and any proprietary information that is provided by a party to the other party (whether designated as confidential or not), including without limitation: the identities of GLP Winner’s sub-publishers and their corresponding websites, payouts, traffic quality and performance, test results, statistics, and other information that is proprietary in nature. Neither party may disclose any Confidential Information to any third party, including without limitation a government entity, except upon judicial order or subpoena and in any case not unless and until notice is provided to the party disclosing the Confidential Information (“Disclosing Party”) in sufficient time to seek injunctive relief or a protective order. The foregoing confidentiality provisions shall not apply where the Confidential Information receiving party (“Receiving Party”) can demonstrate that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received from a third party who was not bound under any confidentiality provisions; or (d) was independently developed by a party without use of or reliance upon the Disclosing Party’s Confidential Information. Monetary damages may not be adequate and the Disclosing Party may seek injunctive relief without the necessity of posting a bond or other security. In the event Confidential Information must be disclosed pursuant to judicial order, requirement of a government agency or by operation of law, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained or the Disclosing Party waives compliance with the provisions of these Terms, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Receiving Party shall reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in obtaining a protective order.
8. Term and Termination.
(a) Term. These Terms begin on the Effective Date and continue for three (3) months unless earlier terminated (the “Initial Term”). Upon expiration of the Initial Term, these Terms automatically renew on a month-to-month basis unless either party provides notice of nonrenewal at least seven (7) days prior to the end of the then-current monthly term, or unless earlier terminated under these Terms (each a “Renewal Term” and together with the Initial Term, the “Term”). Notwithstanding the foregoing, GLP Winner may terminate these Terms for any reason or no reason upon thirty (30) days’ prior written notice to Company.
(b) Termination. Either party may terminate these Terms immediately upon notice if the other party: (i) fails to pay any amount when due under these Terms and such failure continues for thirty (30) days after the other party’s receipt of notice of nonpayment; (ii) has not performed or complied with these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Notwithstanding the foregoing, GLP Winner may terminate these Terms immediately upon notice if Company violates any material term of these Terms. Upon termination or expiration of these Terms for any reason: (a) all payment obligations accrued prior to termination shall survive and remain due and payable; and (b) Sections 4 (Compensation), 7 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), and 13 (Indemnification) shall survive termination.
9. Your Representations and Warranties. You represent and warrant that: (i) you hold all necessary rights to permit the use the Marks as provided herein; (ii) the Marks do not and will not infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party or constitute, assist or encourage a criminal offense or otherwise create liability or violate any local, state, national, or international law, rule, regulation, or FTC guideline; (iii) you fulfill all commitments you make to consumers in a timely manner in compliance with all applicable laws, rules and regulations and industry standards, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act, and other required compliance regulations; (iv) the price point for the Products is within reasonable fair market value for such product(s) or service(s); (v) you follow your refund/cancellation policies stated on your website or otherwise communicated to consumers; (vi) your customer support practices are reasonable and effective; (vii) no Products are targeted to children under the age of thirteen (13); (viii) all clinicians you engage are duly licensed to practice and prescribe medicine in the states where they are practicing and you ensure that all necessary licenses and certifications are maintained and up to date; (xi) you send prescriptions only to licensed and compliant pharmacies for fulfillment and you ensure that these pharmacies meet all regulatory requirements and standards; (xii) these Terms are valid, binding, and enforceable in accordance with their terms under the laws of the state in which you are located; (xiii) you have obtained all necessary approvals and consents required to enter into and perform your obligations under these Terms (xiv) you do not receive payment from government health care programs such as Medicare or Medicaid. Nothing herein releases you from any obligation or liability hereunder, and we may look to you for performance of all obligations under these Terms
10. Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) the signatory has the full right and authority to bind such party; (ii) it has the full corporate or organizational right, power and authority to enter into these Terms and Conditions, make the warranties and representations made herein, and to perform the acts required of it; (iii) the acceptance of these Terms and Conditions by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and (iv) each party shall render all services to the other party in a professional and commercially reasonable manner.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. WE DO NOT WARRANT OR REPRESENT ACTION QUALITY, THE LEGALITY OF ANY CAMPAIGN, CREATIVE MATERIAL OR CUSTOM CREATIVE MATERIAL, CAMPAIGN PERFORMANCE, CONVERSION RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. WE DO NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE, OR SCREEN DESIGN. WE ARE NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THE REQUIREMENTS OF YOUR VENDORS AND SERVICE PROVIDERS, INCLUDING BUT NOT LIMITED TO EMAIL SERVICE PROVIDERS AND CALL FLOORS, AND WE MAKE NO WARRANTIES WITH RESPECT TO THE DELIVERABILITY OR PERFORMANCE OF THE DATA PROVIDED TO SUCH VENDORS AND SERVICE PROVIDERS.
12. Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS YOU PAID TO US IN THE THREE MONTHS PRECEEDING THE CAUSE OF ACTION.
13. Indemnification. You agree to indemnify, defend and hold harmless us, our parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents, attorneys, successors, and permitted assigns, from all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) actually incurred as a direct result of any third party claim or government inquiry or investigation (collectively, “Losses”) arising from or relating to: (i) the Products; (ii) any actual or alleged breach of the terms of these Terms; (iii) the marketing, sale or license of your goods or services; (iv) any actual or alleged violation of an applicable law, rule, or regulation by you; or (v) any other act, omission or misrepresentation by you. If we become aware of any matter we believe is indemnifiable hereunder, we will provide written notice of such matter to you. The notice shall: (i) provide the basis on which indemnification is being asserted, and (ii) be accompanied by copies of all relevant pleadings, demands, and other information related to the matter in our possession. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you under these Terms. No settlement may be consummated without our express written authorization, which shall not be unreasonably withheld.
14. Miscellaneous.
(a) All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing and addressed to the parties at their respective addresses (or to such other address that may be designated by the receiving party from time to time in accordance with this Section 14(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving party and (ii) if the party giving notice has complied with the requirements of this Section 14(a).
(b) These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its choice of law rules. You consent to exclusive jurisdiction and venue in the state and federal courts located in Travis County, Texas for all matters arising from or relating to these Terms. Any claim under these Terms, other than for indemnity and defense as provided herein, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.
(c) These Terms may only be amended, modified, waived, or supplemented by written agreement signed by both parties.
(d) We may not assign these Terms without your consent. Any purported assignment or delegation in violation of this Section shall be null and void. You may not assign these Terms without our prior written consent. These Terms bind the parties and their permitted successors and assigns.
(e) Except for payment obligations, neither party will be in default of these Terms to the extent that performance of its obligations is delayed or prevented by reason of any act of God, fire, natural disaster, accident, riot, act of government, shortage of materials or supplies, or any other cause beyond such party’s reasonable control, if the non-performing party gives prompt notice of such condition to the other party.
(f) You may not use our name, trademark or logo for any purpose without our consent.
(g) These Terms may be executed in counterparts, each of which is deemed an original, but all of which together constitute one agreement. Electronic delivery of an executed counterpart or delivery by facsimile is effective as delivery of an original.
(h) Each party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to these Terms, or the transactions contemplated hereby.
(i) If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
(j) Any dispute arising out of or relating to these Terms (including the breach, termination, or validity thereof) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”). The arbitration shall be seated in Austin, Texas, conducted in English, and determined by a sole arbitrator appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties, and judgment upon any award may be entered in or enforced by any court having jurisdiction. The arbitration proceeding shall be commenced within 30 days of the request for arbitration and concluded within 120 days from the date the arbitrator is appointed. If the arbitration has not been resolved within four (4) months from the date the arbitrator is appointed, either party may terminate the arbitration process and proceed to litigation. In such an event, you agree to submit the matter to the appropriate court located in Travis County, Texas and waive any jury trial right. Each party shall bear its own costs and expenses of the arbitration, including legal fees, except as otherwise provided by law or the arbitrator’s decision. Any award rendered by the arbitrator may be entered in any court having jurisdiction.
(k) These Terms constitute the entire agreement regarding the subject matter herein and supersede all prior agreements and understandings.
(l) These Terms confer no third-party beneficiary rights.
By purchasing, accessing, or using the Services described in Schedule A and Schedule B, you (“Company” or “you”) agree to be bound by these Terms of Service and the Code of Conduct posted on our website at https://www.glpwinner.com/resources/code-of-conduct (the “Code of Conduct”), as may be updated from time to time in our sole discretion. We may modify the Code of Conduct at any time without prior notice, and such modifications shall be effective immediately upon posting. Your continued use of the Services after any such modification constitutes your acceptance of the modified Code of Conduct. You are responsible for regularly reviewing the Code of Conduct. If you do not agree to these Terms or the Code of Conduct, do not purchase or use the Services.
Last updated: November 25, 2025.