This AFFILIATE AGREEMENT (“Agreement”), is made by and between You (the “Affiliate”) and Kelsey Formost (“Company”, and collectively, the “Parties”).
WHEREAS, Company offers its paid online course; and WHEREAS, the Parties desire to enter into an affiliate relationship by which Affiliate shall refer potential clients to Company in exchange for an Affiliate Commission (as defined below and provided herein).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
REFERRAL PROGRAM.
a. Company agrees to provide Affiliate with an Affiliate Commission for any and all clients that Affiliate refers that ultimately sign up for its signature courses (“Program”) with Company. Affiliate is only entitled to the Affiliate Commission for those clients who purchase the Program using Affiliate’s unique affiliate link.
b. Sharing information about the Program(s) to someone who ultimately joins the program shall not count as a referral.
c. Affiliate must disclose that she is an affiliate in all promotions.
TERM. This Agreement shall begin as of the date of signing. Any future affiliate agreements will require a separate written agreement.
AFFILIATE COMMISSIONS; PAYMENT.
a. Affiliate Commissions. Company shall provide Affiliate with a portion of total amount actually collected by Company for each individual who signs up through Affiliate’s link (“Affiliate Commission”). Current payout rates for each program are published on the Affiliate Dashboard.
b. Sales to Which Affiliate Commission Applies. This Affiliate Commission applies to any sales resulting from individuals clicking your unique affiliate link as a result of your own e-mail and/or social media marketing promotions, or through other means of communication by you, provided that the purchase is made through your unique affiliate link and you comply with any marketing or promotional requirements as determined by me. You may not earn a Commission on your own purchase of the Program. Commissions do not apply to services, mini-courses, or other downloads.
c. Payment. Affiliate Commission shall be paid to Affiliate once per quarter. All Affiliate Commissions shall be made via PayPal as a payment for a good/service. Any Commission resulting from processing are the sole responsibility of the Affiliate. Although the Affiliate program is not limited to the United States, all payments will be made in U.S. dollars.
d. Refunds. Affiliates are not entitled to any commission for any referral who receives a refund nor for any referral that defaults on a payment.
e. Discounts. Affiliates are not entitled to any commission for any referral who receives a discount nor for any referral that uses a coupon code.
TERMINATION. This Agreement may be terminated by either Party, with or without cause, by providing the other Party written notice of termination. This Agreement shall be effectively terminated upon written receipt by the other Party (“Termination Date”). Affiliate has the right to receive its accrued Affiliate Commissions through the Termination Date. Affiliate is not entitled to any Affiliate Commissions after the Termination Date even if a referred client ultimately signs up for the Program through Affiliate’s unique link.
Company reserves the right to terminate you as an Affiliate immediately and at any time if: (1) you violate any of the terms of this Affiliate Agreement or (2) if you are doing something unethical or that is, in our sole discretion, not in the best interests of the Program even if it wasn’t explicitly disallowed by this Affiliate Agreement. If I exercise my right to terminate your Affiliate relationship, I will notify you of the termination via e-mail and you must remove all references to the Affiliate Link from your website and email lists within 48 hours after the date of the e-mail terminating the Affiliate relationship. You will be paid any Commissions that you have earned prior to the date of termination at the same time as other Affiliates.
COMPANY’S RIGHT TO DENY CLIENT. Company reserves the unconditional right to accept or deny any potential client referred by Affiliate.
TAXES. Any Affiliate that receives an Affiliate Commission from Company shall be obligated to comply with their own local tax laws and regulations.
NO REPRESENTATIONS REGARDING INCOME POTENTIAL. By entering into this Agreement, Company is not making any representation with regards to income potential as a result of Affiliate Commission.
NO EXCLUSIVITY. This Agreement shall not be construed as a commitment by either Party to work exclusively with the other Party regarding referrals of potential new clients or any other business activities.
RELATIONSHIP OF THE PARTIES. Nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The Affiliate has no power or authority to bind Company to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of owner.
MODIFICATION. Company reserves the unconditional right to modify any terms and conditions of this Agreement upon written notice to the Affiliate.
REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that:
a. it has the necessary requisite power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant the rights herein granted;
b. it will conduct business in a manner that reflects favourably on the other Party and its products and services;
c. it will make no false or misleading representations with respect to the other Party and its products and services; and
d. it will make no representations, warranties, or guarantees with respect to the specifications, features, or capabilities of the other Party’s products and services that are inconsistent with the other Party’s business and services.
CONFIDENTIALITY. This Agreement is made exclusively for Affiliate and Company. Affiliate shall not disclose the terms of this Agreement to any third party.
INTELLECTUAL PROPERTY. This Agreement is the sole ownership and proprietary work of Company. Affiliate is not authorized to use this Agreement for its own use.
The intellectual property of each Party remains solely owned by that Party. This Agreement provides no right or interest in or to the intellectual property of the other Party; and Affiliate may not use any trademarks of Company, whether registered or unregistered, without prior written permission from Company.
Company reserves all rights in and to the Program name and all related trademarks, trade names, logos, taglines, slogans, images and similar identifying marks related to the Program, including “Copy Class” “Magic Words Copywriting” “Find Your Magic” “How To Write Words That Sell, even if you hate writing” “Copywriting for non-writers” “3 Copy Secrets to 3X Profits” “3 Copywriting Tricks to Triple Profits” “Kelsey Formost” (collectively, the “Trademarks”).
We grant you a non-exclusive right to display the Trademarks on your website, e-mail and social media communications in connection with your Affiliate Link and promotion of the Program, because we want you to use them in promoting the Program.
You understand that you may not change the proportion, color or font of the Trademarks, or otherwise alter the Trademarks because that would be changing the branded look of the Program. You may not display the Trademarks in any manner that implies sponsorship or endorsement by Company, except of your involvement as an Affiliate as described in this Affiliate Agreement.
The Trademarks may not be used to register Internet domain names for any purpose. You may not use the Trademarks to disparage Company or its products or services, or in a manner which, in reasonable judgment, may diminish or otherwise damage goodwill in the Trademarks.
Whenever you stop being an Affiliate, you must cease to use the Trademarks.
You agree not to frame your website to look like Company’s website or to utilize Company’s branding or Trademarks in any way that would confuse customers or the general public as to who is hosting or promoting the Program.
You agree to not purchase or register any keywords, search terms or other identifiers related to the Trademarks or the trade or service marks or names of Company’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
You agree to not purchase or register any domains or other identifiers that include variations on the Trademarks or names intended to approximate misspellings or typographical mistakes of the same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by us.
ANTI-SPAM POLICY. You agree to not send unsolicited mail or SPAM mail to promote the Program or any of Company’s products or services. This action will result in immediate termination of your account with a cancellation of any pending Commissions. You will also be in violation of these Affiliate Terms & Conditions and may be subject to legal action.
INDEMNIFICATION AND LIABILITY. Affiliate agrees to indemnify and hold harmless Company from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Affiliate’s participation or action(s) under this Agreement. Affiliate agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, Affiliate’s participation under this Agreement, unless expressly stated otherwise by Company in writing.
DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to binding arbitration. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in San Diego,CA. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or in equity, as circumstances may indicate.
WAIVER. No failure or delay by Company to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
ASSIGNMENT. This Affiliate Agreement may be modified or amended at any time by Company with notice to Affiliate. Should Affiliate not agree with any modified or amended term, Affiliate may exercise the right to terminate this Affiliate relationship in accordance with Section 4 of this Agreement. This Agreement may not be assigned by Affiliate. In the event that any part of this Affiliate Agreement is deemed unenforceable, the remaining portions shall be severed and remain in full force. The failure to enforce any provision of this Affiliate Agreement shall not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of these Affiliate terms.
FORCE MAJEURE. In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, federal travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
SEVERABILITY. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and of the United States of America, regardless of the conflict of laws principles thereof.
NON-DISPARAGEMENT. In the event of a dispute between the Parties, Affiliate agrees to not engage in any conduct or communications, public or private, designed to disparage the Program, Company.
ENTIRE AGREEMENT; HEADINGS. This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. The headings of sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Affiliate Agreement.
