Company and Affiliate come together, acknowledging Affiliate’s honest and well-intentioned desire to become an affiliate of Company’s products, and hereby voluntarily and willingly agree as follows:
The term of this Agreement is to last until termination from either party.
Admission into the affiliate program of Company is available by invitation only, and is created upon completion of this Agreement; no affiliate may be created absent Company’s express, written consent and completion of this Agreement prior to the relationship beginning.
Company may terminate the relationship in writing should Affiliate fail to comply with the terms of this Agreement. If this occurs, the termination is effective immediately, and affiliate will be paid ONLY up until the date of the breach of this Agreement. (Date of breach is to be decided by Company and shall be controlling.)
Either party may terminate this Agreement for any reason by providing 30 days written notice to the other party, and the relationship will end on the 30th day after such notice was sent by the canceling party. Affiliate will be paid through this 30th day.
Affiliate understands that upon cancelation or termination of this Agreement, for any reason, any and all rights to use Company promotional materials also ends.
For all completed sales made on Company’s website (www.mommahasgoals.com) through the affiliate link assigned to Affiliate, Affiliate will receive a commission of thirty percent (30%) of the sale. “Completed Sale” means a purchase made on Company’s website, tracked through Company’s system and indicate Affiliate’s link as the source of the purchase, and actually paid to Company, less any transaction fees owed to third party payment companies. No commission will be paid for attempted sales that are not completed due to inability to run credit card or otherwise complete the sale, nor will commission be paid when a purchaser does not use Affiliate’s unique link to purchase the product. Commission will also not be earned on products purchased by Affiliate using the affiliate link, or members of Affiliate’s family. Purchasers must be separate individuals in need of Company’s services.
Commissions will be paid monthly via PayPal and will be adjusted for any purchases canceled or otherwise unable to be completed by Company.
Affiliate’s Paypal account will best set up through their affiliate dashboard.
Company reserves the right to change the commission rate and structure at the end of an Affiliate’s Term, prior to signing on for another term (if both parties so desire). Affiliate’s current commission rate when she signs on to become an affiliate cannot be “locked in” or otherwise preserved beyond the term in which it was signed. In other words, Affiliate understands and agrees the commission rate may change from term to term, and that he/she does not have a “guaranteed” commission rate.
Affiliate understands she not an employee of Company; Company has no control over Affiliate’s business or work. At the appropriate time in the year, if Affiliate has made over $600 U.S. Dollars through the affiliate program with Company, Company will provide Affiliate with the appropriate 1099 form confirming payments made throughout the year. Affiliate understands Company is not responsible for paying taxes on the income made; Affiliate will withhold an appropriate amount and pay taxes on the income herself.
Company may provide Affiliate with promotional materials, including photos, links, and descriptions of all products and services eligible for affiliate commission available for sale on [www.mommahasgoals.com (hereinafter “Promo Materials). Affiliate is welcome to use the Promo Materials as she wishes, but does not have to, and may simply promote Company’s services in discussions with potential clients and customers of Company.
Affiliate understands that any and all actions she takes are a direct reflection of Company and can create liability on the part of Company. Given this information, Affiliate agrees she will provide Company with a draft of any and all promotional text that Affiliate intends to use, including but not limited to postings on social media, emails going out to Affiliate’s list, and information being provided to Affiliate’s current clients.
Affiliate WILL NOT post or email any information about Company or Company’s products without express written approval by Company prior to the post or email. Once the post or email has been approved in writing by Company, Affiliate may continue to use the text of the post or email in the future, without the need for additional approval each time. Affiliate understands this rule is in place so Company may ensure Affiliate’s intended post and promotion accurately depicts Company’s products, and does not provide any accidental guarantees or other similar language not desired by Company. If Affiliate desires to use the Promo Material created by Company, no prior approval is needed.
Affiliate will not use any forms of paid advertisement to promote Company, including but not limited to Facebook Advertisements. Affiliate may “boost” an approved post promoting Company on Facebook, and/or a Facebook LIVE video promoting Company.
Affiliate agrees she may not assign her title as an affiliate to any other company, including a fully owned subsidiary, and shall not delegate the tasks of marketing or promoting Company’s services to anyone else on her team, in order to preserve the affiliate relationship and ensure any and all marketing or promotion remains of high quality.
USE OF INTELLECTUAL PROPERTY
Upon completion of this Agreement, Affiliate is granted a revocable, non-exclusive license to use the Promo Materials provided by Company for as long as this Agreement remains in effect, but for no longer than the term for which this Agreement was signed. Affiliate may include Promo Materials on her website to allow her website visitors direct access to Company website and affiliate purchase link; however, Affiliate may not alter, distribute, reproduce, or create new images or text from Promo Materials, without express approval by Company prior to use. Affiliate is not licensed to use any intellectual property of Company other than that which is provided as Promo Material, or sharing links/posts already posted by Company.
Affiliate also grants Company a revocable, non-exclusive license to use Affiliate’s trademark, business name, web page titles, and other copyrighted materials for the purpose of promoting or marketing Affiliate’s participation in the Affiliate Program, with approval from Affiliate, and if desired by Company. No such promotion will be made without permission from Affiliate.
Affiliate agrees she will let Company handle any questions or clarifications requested from a prospective client or purchaser of Company’s products, and will not attempt to answer specific customer service questions regarding Company’s products or services. Should a prospective client have any such questions for Company, Affiliate will direct this person to Kelsey Smith who is reachable via email at firstname.lastname@example.org for clarification or to answer any questions. Such referral will not affect or impact Affiliate purchase in any way – prospective client may still use Affiliate’s link to purchase, and Affiliate will still obtain commission for any purchase made through Affiliate’s link.
LIMITATIONS OF LIABILITY
Affiliate represents and warrants that she has authority to enter into this Agreement and has all necessary rights and permissions to lawfully abide by and undertake each Affiliate obligation outlined in this Agreement. Affiliate represents that her business and company operate for legal purposes only, and does not or will not contain any material that she does not have express permission to post, or is illegal.
Company will not be liable to Affiliate for any lost profits (estimated or real), or for any damages, including but not limited to direct, indirect, special, consequential, punitive, incidental, foreseeable, or unforeseeable, under any theory of liability, including but not limited to contract or tort law. Any determined liability of Company shall in no event exceed any fees paid under this Agreement.
Affiliate is choosing to voluntarily participate as an affiliate of Company based upon her personal experience with Company, desire to promote Company, and honest belief that Company’s services are needed by those they know. Affiliate agrees to indemnify and hold harmless Company, and any employees, contractors, other affiliates, or successors from any and all claims or causes of action, alleged liability, damages, or otherwise stemming from Affiliate’s participation as an affiliate of Company. Should Affiliate become dissatisfied with any portion of her relationship as an affiliate of Company, she agrees she will elect to terminate the relationship and no longer serve as an affiliate of Company, and will not make any negative, disparaging, or otherwise derogatory comments about Company to clients, customers, on social media, or otherwise. Affiliate will not seek damages nor attempt to file any claim against Company for any perceived loss of income, earnings, or other similar claim that may or may not arise out of the affiliate relationship.
The failure of either party to seek damages under this Agreement based upon a perceived breach, or failure to insist on strict performance of any portion of this Agreement shall not be deemed a waiver of the party’s right to seek strict compliance of the Agreement in the future.
APPLICABLE LAW / DISPUTE RESOLUTION
This Agreement shall be governed by and under control of the laws of CA regardless of conflict of law principles, and regardless of location of Affiliate. Affiliate understands this and agrees that the laws of California are to be applicable here.
Affiliate understands this is a voluntary program, not employment, and that no specific level of compensation or commission is guaranteed. Should Affiliate become dissatisfied with her position as an affiliate, she agrees that her recourse will be to terminate this Agreement, and simply not act as an affiliate beyond this term.
Should a dispute arise between Company and Affiliate, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Affiliate agrees that failure to achieve certain financial goals as an Affiliate are not a basis for a “dispute” and agrees he or she does not hold Company responsible for any specific results, or those results that have been achieved by other Affiliates.) If unable to reach a resolution informally, the parties agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in or near Napa, California within a reasonable amount of time. The parties agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.
This agreement is not to be altered, amended, changed, extended, or considered waived without execution of a new agreement signed by both Company and Affiliate.
Affiliate agrees to keep the details of commission made in connection with this Agreement confidential, and will not discuss with others, including other affiliates, without permission to do so from Company.
Company and Affiliate agree this Agreement constitutes the entire agreement, superseding any and all prior agreements, discussions, correspondence, or proposals between parties. Affiliate understands that if something is not included in this Agreement, it does not apply and is not included within the affiliate program. Affiliate has taken any necessary measures to discuss further and have any questions answered by Company, and is in full agreement with the terms outlined herein.