AFFILIATE AGREEMENT
This is the affiliate agreement you will be asked to sign when joining our program. You will receive an email with a link to HelloSign, a digital document signing service that we use.
In exchange for good and valuable consideration the Parties agree to the following:
1. Affiliate Program Terms. For each Referral, Affiliate will receive the compensation set forth in Section 2 of this Agreement. A Referral is defined as each instance where a unique third party user, using Affiliate’s unique referral link, or Affiliate’s unique coupon code (the “Affiliate Link”, or the “Affiliate Code”), purchases a membership (the “Membership”) or other products at https://www.foodphotographyclub.com/ or foodphotographyblog.com (the “Website”) within thirty days after first accessing the “Affiliate Link” or “Affiliate Code” It is within Company’s discretion for which product Affiliate shall receive an Affiliate Link or Affiliate Code. Referrals do not include third parties who were previously a Company customer. Affiliate may share the Affiliate Link or Affiliate Code with Affiliate’s audience, via Affiliate’s electronic mailing list or posted on Affiliate’s website or social media accounts as identified in Exhibit A. Affiliate will distribute and publish the Affiliate Link or Affiliate Code in compliance with this Agreement to obtain Referrals. Affiliate is required to, and hereby agrees to, clearly and conspicuously post a notice that complies with the Federal Trade Commission (“FTC”) Disclosure guidelines when publishing or sharing the Affiliate Link or Affiliate Code.
Affiliate agrees to not use the Affiliate Link or Affiliate Code for any unlawful purpose or for any purpose prohibited under this Agreement. Affiliate further agrees to not use the Affiliate Link or Affiliate Code:
a. In any way that could damage the Company’s websites, products, services, or generally the business of the Company;
b. In violation of any statutes, regulations or guidelines set forth by the Federal Trade Commission;
c. In violation of any data privacy and security law and regulations
d. To harass, abuse, or threaten others or otherwise violate the legal rights of others;
e. To violate the rights of Company’s IP or the IP of any third party;
f. Upload or disseminate computer viruses, malware, or other software that may damage the property of a third party;
g. To perpetrate fraud;
h. To engage in or create an unlawful sweepstakes;
i. To publish or distribute obscene, defamatory, or discriminatory material;
j. To unlawfully gather information about others.
k. In connection with illegal SPAM activities including sending mass commercial emails.
2. Compensation. Company will pay Affiliate forty percent (40%) of the revenue, actually paid and received by Company, from a Referral’s first purchase (the “Affiliate Referral Fee”) for any stand alone courses. Company will pay Affiliate thirty percent (30%) of the revenue, actually paid and received by Company, from a Referral’s first purchase (the “Affiliate Referral Fee”) for any recurring Memberships. In regard to any Membership, a first purchase is defined as a Referral’s first yearly Membership only or any consecutive monthly Membership payments for the duration of the customer’s membership in good standing. The Affiliate Referral Fee will accrue as paid for Memberships. The Affiliate Referral Fee will not include any monies derived from subsequent purchases by a Referral, however it would apply to any purchase of other products offered by the Company. Company will pay Affiliate for all Affiliate Referral Fees on a monthly basis, and payment will be issued within sixty (60) days after close of the preceding month. Company reserves the right to deduct from any payment, any Affiliate Referral Fees that were paid to Affiliate for any Referrals which were subsequently issued a refund or chargeback.
3. Affiliate Referral Fee Report. Each payment to Affiliate will include a report indicating the Referrals for which Affiliate is receiving an Affiliate Referral Fee. Referrals will be tracked by Company via Affiliate WP. This is the sole basis by which Referrals will be determined and accounted for. Affiliate will only be compensated for Referrals that are attributed to the Affiliate via Affiliate WP.
4. Term and Termination. This Agreement shall be in full force and effect as of the Effective Date and shall continue in perpetuity unless termination occurs as set forth herein. This Agreement may be terminated, postponed, or delayed, in whole or in part, by either party at any time. Company will be responsible for payment of all Affiliate Referral Fees earned through the termination date. In the event Affiliate fails to comply with the terms of this Agreement, Company shall immediately terminate this Agreement and shall provide notice to Affiliate of the term of which Affiliate failed to comply. Company will not be responsible for payment of any Affiliate Referral Fees accrued after said notice is sent.
5. Exclusivity. This Agreement does not create an exclusive relationship between Company and Affiliate. Affiliate may enter into affiliate agreements with other companies, provided the companies are not competitors of Company, in Company’s sole discretion.
6. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any third party or use, other than for completion of the obligations hereunder, any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential information includes business methods, business policies, business strategies, business plans, marketing and distribution plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.
7. Indemnification. Affiliate agrees to defend, indemnify, and hold Company, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of Affiliate’s action(s) under or related to this Agreement.
8. Covenants, Warranties, and Representations. Each party hereby represents, warrants and covenants to the other party that it has the full right and authority to execute and perform this Agreement and its execution and performance of this Agreement will not conflict with, cause a default under or violate any existing contractual obligation that may be owed to any third party. Each party represents and warrants that neither it, nor any of its employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of the other party. Each party along with any of it's employees or contractors, will not violate or infringe upon the rights of any third parties while carrying out their duties under this Agreement.
9. Intellectual Property. Affiliate agrees that the Intellectual Property owned by the Company includes all copyrights, trademarks, trade secrets, patents and other intellectual property belonging to the Company, including but not limited to, the trademarks set forth in Exhibit B (the “Company’s IP”). Company grants Affiliate the limited revocable right to use the Company’s IP in any material used by Affiliate to identify the Company on the Affiliate’s website, social media accounts, or emails, to send individuals the Affiliate Link. Affiliate must immediately delete and/or remove any use of Company’s IP at the direction of Company. Other than as provided in this Agreement, Affiliate will not use Company’s IP without Company’s express permission. This includes a prohibition of using Company’s IP in any domain name, keywords or advertising, or in metatags and code. Affiliate hereby provides Company with a non-exclusive, revocable license to use Affiliate’s name, trademarks or service marks to advertise the Affiliate Program.
10. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of
California without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. Jurisdiction of any and all disputes will lie in the state and federal courts sitting nearest Los Angeles County, California. Affiliate consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.
11. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, or subcontracted to any third party, in whole or in part, by Affiliate without the express written consent of Company, which may be withheld in a Company’s sole discretion.
12. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to addresses listed in the signature block. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.
13. Relationship of the Parties. Nothing in this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship between Company and Affiliate. Affiliate is an independent contractor of Company.
14. Miscellaneous.
a. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
b. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
c. Any failure of Company to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of Company’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
d. The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties.
e. This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.
EXHIBIT A
The Affiliate will only publish or distribute the Affiliate Link on the following accounts:
Email: AFFILIATE EMAIL
Website: AFFILIATE WEBSITE
Facebook: AFFILIATE'S FACEBOOK PAGE AND FACEBOOK GROUP
Instagram: AFFILIATE'S INSTAGRAM
Twitter: AFFILIATE'S TWITTER
Pinterest: AFFILIATES' PINTEREST
EXHIBIT B
In accordance with the terms of this Agreement, Affiliate may use the following Trademarks exactly as they appear below:
Please see the “Creatives” section in your affiliate dashboard.
Food Photography Club
If you have any questions or issues at all, please email me at cp@foodphotographyclub.com.