AFFILIATE PROGRAM AGREEMENT
Last Updated: June 6, 2017
This Agreement (“Agreement”) is being made between Karie Price of Karie Price Consulting LLC of 5380 Old Bullard Road Suite 600, Tyler, TX 75703 (“Owner”, “Company” or “me”) and the individual or legal entity who applies for and is accepted into the Affiliate Program (“Client”, “Recipient” or “you”).
We both legally agree to the following:
TERMS OF PROGRAM
The name of this affiliate program is the Affiliate Program for Karie Price Consulting LLC (“the Affiliate Program”). This Affiliate Program is for any programs explicitly offered by the Owner through the Affiliate Program website only and not any other services or programs available through the Owner. Please read these terms carefully. We reserve the right to change these terms from time to time.
By signing up for this Affiliate Program and sharing your affiliate link you are agreeing to the terms as they appear and are legally bound by them, whether or not you have read them. If at any time you do not agree with these terms, please stop use of your affiliate link.
The Owner reserves the right to approve or reject any Affiliate Program request in its sole and absolute discretion. The Recipient will have no legal recourse against the Owner for rejection. Even after the Owner has accepted the Recipient as an Affiliate Program member, the Owner reserves the absolute right to rescind or terminate the Recipient affiliate status for any reason in its sole and absolute discretion. Should the Recipient be terminated, they will be informed in writing and provided with a final payout of any commissions due within ten (10) business days.
The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
The Recipient will be fully responsible for all costs and expenses associated with marketing the Affiliate Program, including but not limited to all costs associated with the creation of marketing materials not otherwise provided by the Owner, costs of inserting the affiliate links into Recipient’s website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds the Owner harmless from or against the same.
As a Program Affiliate, the Recipient will be responsible for and have the obligation to place links on its site directing the users to the Program site. Affiliate links are not permitted on any of the Owner’s social media accounts, including but not limited to Facebook (page and groups), Instagram, Pinterest, LinkedIn, and Twitter.
As a Program Affiliate, the Recipient is given a limited term license, during the term of the Recipient’s active participation as a Program Affiliate, to utilize the Owner’s logo and images provided to the Recipient on a website that the Recipient designates. All use of the Owner’s Images, Program name and description, and marketing material must clearly represent the program as belonging to the Owner and not the Recipient.
The Recipient will only be permitted to use the website or marketing channels that the Owner approves and/or provides to the Recipient. Any additional websites or entities will require additional approval by the Owner.
The Recipient consents to the Owner monitoring the Recipient’s website and marketing channels to determine continued compliance with this Agreement.
Commissions will be paid to the Recipient as 20% of sales made to users who access the Owner’s site through the Recipient’s site.
Commissions will be calculated based upon the gross sales price. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. The Owner reserves the right to deduct in subsequent months for any commission that the Owner paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
Commissions will be paid to the Recipient on a monthly basis by the fifth (5th) business day of the month for amounts received by the Owner during the previous calendar month. The owner does not guarantee an exact date of calculation or payment of commissions.
All payments will be made via PayPal to the account provided to the Owner.
TERM AND TERMINATION
The effectiveness and binding effect shall occur upon acceptance of this Agreement. This Agreement shall remain in full force and effect until terminated by the Recipient or by the Owner. Either the Owner or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices shall be delivered via Email to the Owner at firstname.lastname@example.org and to the Recipient at the Email address provided. Any and all notices sent to the Recipient via Email at such address will be deemed to be effective notice to the Recipient for all purposes.
The Recipient will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Recipient for use solely for marketing purposes. The Recipient grants to the Owner a non-exclusive right and license to use the Recipient’s trademark, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Recipient participation in the Owner Affiliate Program.
This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions or otherwise.
The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Recipient nor any of Recipient’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Owner or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, in a joint venture, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
Each party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under direction or control of the indemnifying party, or b) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party, or its contractors.
It is hoped that should we ever have any differences, we could be able to work them out amiably through e-mail correspondence. However, should we be unable to seek resolution within a reasonable time, you agree now that that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, selected jointly, in accordance with the American Arbitration Association Rules. Prior to seeking arbitration, you must send an e-mail to me at email@example.com and include all of your reasons for dissatisfaction with the Affiliate Program. You understand and agree now that the only remedy that can be awarded to you through arbitration is the commission amount for the account(s) in question. No other actions or financial awards of consequential damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding, and may be entered as a judgment into any court having the appropriate jurisdiction.
By participating in the Affiliate Program you are agreeing that any arbitration must be begun within ninety (90) days of the date of your e-mail to me referenced above or you waive the right to seek dispute resolution by arbitration or to take any other legal action. 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.
You also agree that should arbitration take place, it will be held in Smith County in the State of Texas where my business is located, and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the decision of the arbitrator.
In the event of a dispute between us, you agree to not engage in any conduct or communications, public or private, including on social media, designed to disparage us, our Company, or any of our Programs, Products or Services. Where requested by law or arbitration, of course, you are not prohibited from sharing your thoughts and opinions as a part of the legal process.
This Agreement shall be governed by and construed in accordance with the laws of the County of Smith in the State of Texas.
This Agreement contains our entire agreement. This Agreement may be modified or amended at any time as long as the amendment is in writing and signed by both of us. You may not assign your rights or obligations under this Agreement to anyone else, and the obligations under this Agreement shall survive indefinitely unless otherwise stated in this Agreement. If I choose to waive or not enforce one or more terms of this Agreement, it does not in any way limit my right to later enforce every part of this Agreement.
If you have any questions about any terms of this Agreement, you can contact me at firstname.lastname@example.org. Thank you.