Promo Trainers, LLC - DBA: Healthy Hands Cooking
This document was last updated on 5 17 18
This agreement, the Affiliate Agreement, is made between; Promo Trainers, LLC - DBA: Healthy Hands Cooking, the Company, and the Affiliate, and collectively, the “Parties” for participation in The Company’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement.
Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other goods and valuable consideration set forth herein, the Parties agree as follows:
a) Commission is earned when an affiliate actively promotes, refers, and recruits new instructors by sharing their own unique affiliate link and when a new instructor enrolls using this link. An affiliate URL may not be used for personal enrollment use.
b) If a prospective instructor finds HHC on their own (i.e. through Google or other search engine means) and then contacts an instructor with questions about becoming an instructor, no commission is due. In this case, the prospective instructor is considered to be doing their own due diligence to verify that the opportunity is a good fit for them. It is reasonable to believe that the prospect first found HHC on their own via Google or other search method and then clicked on the "Find An Instructor" tab to connect with an instructor directly. An instructor may choose to help answer a prospect's questions or can refer the prospect back to firstname.lastname@example.org.
c) Commission is withheld for 30 from the time of enrollment (in case a refund is requested by the new instructor).
d) Commission is currently $50 per newly referred certified instructor training package.
e) Commission is paid via Paypal.
f) Commission is a one-time, two-tier earnings per new instructor. An additional $25 commission on new instructor enrollment is paid to current affiliates who refer new affiliates who refer new instructors.
g) Affiliates must email a completed W-9 Form to email@example.com to receive commissions.
h) Affiliate referral discount is not applicable to affiliate if affiliate chooses to become an instructor him/herself.
i) These terms and conditions may be updated from time to time. Current published terms and conditions are valid at the time of commission.
Company shall make available to 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”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
- Use of Promotional Materials.
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
d. The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.
e. Affiliate agrees to follow the guidelines as stated by the Federal Trade Commission (FTC) in following everything that is outlined as stated on www.FTC.gov to include but not be limited to the following:
1) website promotion
2) email campaigns
3) use of social media
4) print materials, radio, TV and other methods of advertising
Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
- Intellectual Property.
Company retains all rights, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
Relationship of Parties.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) 30% for every sale to a user that accesses the Company's website through a link on Affiliate's website. This flat amount is subject to change by the Company at any time. Notification to Affiliate of any change in commissions will be given by Company at the email address on hand for the Affiliate.
b. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate.
c. For all U.S. citizens who participate in our Affiliate program, it is required to have an IRS Form W-9 and Affiliate Agreement on file with the Company. If you are located outside the USA, use a W8-BEN form.
d. Since all sales are final, no Commissions will be held back. Company shall pay all Commissions after 30 calandar days. Payment is made via the Affiliate PayPal account.
e. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate or as allowed by Affiliate State regulations and laws.
f. Commissions to be paid directly to the Affiliate are non-transferable. Commissions to be paid to the Affiliate that are intercepted by Federal or State Government Agencies will be sent to the appropriate agency on behalf of the Affiliate. Interception notices or court actions by any Federal of State agency can be cause for termination of this agreement as applicable by law.
- Affiliate’s Representations and Warranties.
Affiliate represents and warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. Affiliate is stating he/she is of legal adult age of 18 or older. The Company at its own discretion, may request age validation by requesting a copy of a valid State ID or Driver's License or use Credit Card validation.
c. Affiliate agrees not to promote on websites that contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory
(whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images;
iv. Solicitous of any unlawful behavior;
d. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
e. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
f. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
g. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
h. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
b. Either Party shall have the right to terminate this Agreement at any time and for any cause or reason without written notice or as applicable by Federal or State law.
Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. Company shall not be liable for any advertising costs incurred by Affiliate, whatsoever.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
- Entire Agreement.
This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement takes effect immediately upon Affiliate submission.