The Aquarian Woman Freedom School Affiliate Program Participation Agreement
BY JOINING OUR AFFILIATE PROGRAM, YOU AGREE TO THE TERMS & CONDITIONS BELOW:
You irrevocably agree to enter into this agreement with Demetria Jackson (the “Company” or “we/us”) and/or The Aquarian Woman/The Aquarian Woman Freedom School and this The Aquarian Woman Freedom School Affiliate Program Agreement (the “Agreement”) automatically becomes a binding contract and applies to your participation in the program.
1.1 In order to enrol as an Affiliate, you must have participated in The Aquarian Woman Freedom School program and/or have been invited personally by Demetria Jackson.
1.2 You must complete your application form as accurately as possible and promise that you will not use your affiliate account for illegal or unauthorized purposes.
1.3 All applications will be reviewed by the Company. The Company reserves the right to deny entrance, at their sole discretion, to any applicant who is determined to be unqualified for any reason.
1.4 Affiliates understand that results are not guaranteed.
2.1 The term of this Agreement is 1 (one) year from the date the Affiliate joined. At the end of the term, this Agreement will automatically renew for an additional 1 (one) year term unless cancelled by either party in accordance with this Agreement.
3.1 Cancellation for cause. The Company may cancel this Agreement for cause if the Affiliate fails to comply with the terms of this Agreement. Such cancellation will be in writing and will be effective immediately. Cancellation for cause will result in forfeiture by the Affiliate of any commissions accrued but unpaid at the time of cancellation.
3.2 Cancellation without cause. The Company or Affiliate may cancel this Agreement for any reason by providing 30 days written notice to the other party. The “Cancelation Date” will be the 30th day from the date the written notice is sent. In the event of such cancellation, the Company will pay any pending commissions owed to the Affiliate through the Cancellation Date.
3.3 Cancellation of the Agreement, whether for cause or not, automatically revokes the Affiliate’s limited license to use the Promotional Materials of the Company for the purpose of promoting the products and/or services offered through the Affiliate Program.
4.1 The Affiliate will be paid a referral fee (“Commission”) for each customer who completes a purchase on the Company website using the unique affiliate link assigned to the Affiliate (“Link”). Commissions are 30% per sale, for each completed purchase made through the Affiliate’s link and actually paid to the Company, and will be calculated after transaction fees are deducted. No commissions will be awarded in the event of a refund or bad debt write-off.
4.2. The Affiliate shall be paid Commissions only on sales that are tracked through the Company’s online tracking system and indicate the link as the source. No Commission will be paid to Affiliates who are using the link to purchase the product for themselves, whether using a separate email address or not; the purchaser must be a separate individual, as displayed in our affiliate tracking software.
4.3 The Company reserves the right to change and amend the commission rate structure at any time, in the Company’s sole discretion.
4.4 Commissions earned will be paid to the Affiliate on the 15th of every month starting July 2018 and ending December 2018. Click here for a expanded look at the Affiliate Payment Schedule. Commissions will be adjusted for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser. All payments will be made to the Affiliate’s PayPal account.
5.1 The Company shall make available to the Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). The Affiliate shall display the Promotional Materials on the Affiliate’s website prominently and as the Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. The Affiliate shall also include a link form the Promotional Materials to the Company’s website, as specified by the Company.
USE OF PROMOTIONAL MATERIALS
6.1 The Affiliate may not use any other materials to promote the Company’s website, products or services other than the Promotional Materials provided by the Company, unless the Company approves such other materials in writing prior to their display.
6.2 The Affiliate may only use the Promotional Materials for the purpose of promoting the Company’s website (and the products and services thereon), and for linking the Company’s website.
6.3 The Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by the Company. If the Affiliate wishes to alter or otherwise modify the Promotional Materials, the Affiliate must obtain prior written consent from the Company for each such alteration or modification.
6.4 The Promotional Materials will be used to link only to the Company’s website and for no other purpose.
6.5 Affiliates shall not use paid search placement, including but not limited to advertisement purchased through bidding on keywords, search terms or other identifiers that include the Company brand features or trademarks, in any search engine, including but not limited to Google, Bing, Yahoo, or any other search engine, portal, sponsored advertising service, or search referral service. Such keywords and identifiers include but are not limited to “Demetria Jackson”, “The Aquarian Woman”, “The Aquarian Woman Freedom School”, “Kundalini Yoga”, “Kundalini Yoga Sadhana”, “Sadhana Challenge”, “90 Day Sadhana Challenge" and any spelling variations thereof. The Company will not pay commissions to the Affiliate for sales generated through such keyword bidding or other paid searches and reserves the right to cancel this Agreement and pursue all available legal remedies for a violation of this provision.
LIMITED LICENSE TO USE INTELLECTUAL PROPERTY
7.1 Upon acceptance into the Affiliate Program, the Company grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by the Company during the term of this Agreement.
7.2 The Affiliate may display these Promotional Materials on the Affiliate’s website for the sole purpose of participating in the Affiliate Program. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials.
7.3 The Affiliate is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.
7.4 The Affiliate agrees that it will not contest the validity of any of the Company’s trademarks, service marks, copyrights, or any other intellectual property rights.
7.5 The Affiliate agrees that it will not adopt any trade or service marks that are confusingly similar or colorably similar to Company’s marks.
8.1 The Company will handle all aspects of customer service for customers who purchase through the Affiliate’s Link including customer inquiries, product orders, customer billing and collection, and product shipment/delivery. The Company reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or customers purchasing through the Affiliate’s link.
AFFILIATE INTELLECTUAL PROPERTY
9.1 The Affiliate grants the Company a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Company has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Company Affiliate Program, but reserves the right to do so at its sole discretion.
10.1 The Affiliate is solely responsible for the development, maintenance and operation of the Affiliate’s website (if applicable) and for placing Links on the Affiliate’s website in compliance with the terms of the Affiliate Program.
10.2 The Affiliate is responsible for disclosing that the Links provided on its website or marketed to potential customers by other means are affiliate links in accordance with Section 5 of the Federal Trade Commissions Act.
10.3 The Affiliate is responsible for all materials that appear on the Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.
10.4 The Affiliate will make sure all information provided to the Company by the Affiliate at the time of registration is kept up to date as long as the Affiliate relationship exists.
10.5 The Affiliate will not use the Affiliate account for any illegal or unauthorized purpose.
11.1 The Company represents, warrants and covenants that the Company has full authority to enter into this Agreement.
11.2 The Affiliate represents, warrants and covenants that the Affiliate has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of the Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Affiliate represents, warrants and covenants that its website does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
11.3 EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
LIMITATION OF LIABILITY
12.1 In no event shall the Company have any liability to the Affiliate for any lost profits, loss of use, business interruptions, cost of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused, and whether in contract, tort, or under any other theory of liability, whether or not the party has been advised of the possibility of such damage; and
12.2 In no event shall the company’s liability exceed the fees paid under this agreement, whether in contract, tort, or under any other theory of liability.
13.1 The Affiliate hereby indemnifies and holds harmless the Company, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s website.
EFFECT OF HEADINGS
14.1 Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent of any provisions of the Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that this Agreement shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the Agreement.
NO IMPLIED WAIVER
15.1 The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
16.1 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.
16.2 The Company may modify this Agreement at anytime by updating this Agreement on its website and sending electronic notice to the Affiliate.
17.1 This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that the Affiliate may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of the Affiliate. No such assignment by the Affiliate to its wholly owned subsidiary shall relieve the Affiliate of any of its obligations or duties under this Agreement. Company reserves the right to refuse to continue the Affiliate relationship with the assignee.
18.1 All notices, requests, demands, and other communications under this Agreement shall be in writing via electronic mail to email@example.com and shall be deemed to have been duly given on the date sent.
18.2 Any party may change its email address for purposes of this paragraph by giving the other parties written notice of the new email address.
GOVERNING LAW; VENUE; MEDIATION
19.1 This Agreement shall be construed in accordance with, and governed by, the laws of the province of Ontario as applied to contracts that are executed and performed entirely in Ontario. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Ontario, Canada. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.
RECOVERY OF LITIGATION EXPENSES
20.1 If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
21.1 If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Updated: May 2018