Affiliate Program Agreement in ThriveCart
BY SUBMITTING AN APPLICATION TO OUR PROGRAM, YOU ARE CONSENTING TO THIS AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR PROGRAM.
This is a legal agreement (the “Agreement”) between Froese Media LLC d/b/a Monica Froese, Redefining Mom, and Empowered Business (“We”, “Us” or “Company”) and you (“You”). This Agreement contains the complete terms and conditions of Your relationship with the Company’s affiliate program (“the Program”).
In order to enroll in the Program, You must complete an application form for each website through which You desire to promote the products and services sold through the Program (the “Application”). You agree that any registration information provided to Us will always be accurate, correct and up to date and that if approved, your access to the Program or any information contained therein will not be used for any illegal or unauthorized purpose.
The Company will evaluate each Application and reserves the right to deny entrance into the Program to any applicant for any reason, at Our sole and absolute discretion.
Term and Termination
The term of this Agreement (the “Term”) will begin upon our acceptance of your website in the Program (the “Website”) and will end when terminated as described in this paragraph.
You may terminate this Agreement at any time, with or without cause, by giving Us written notice of termination, by U.S. Mail or e-mail. We may terminate this agreement at any time, with or without cause, with or without notice. Failure to comply with the terms of this Agreement may result in immediate cancellation of this Agreement by Us and forfeiture by You of any accrued, unpaid commissions. We will pay any pending commissions owed to You through the Termination Date if a cancellation of this Agreement occurs for any reason other than Your violation of this Agreement.
Subject to the foregoing, You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the orders are not canceled. We may withhold final payment for a reasonable time to ensure against cancellations.
Promotion and Order Tracking
We will make available to You an affiliate link that will track purchases and allow You to be paid for affiliate referrals (the “Links” collectively, or “Link” individually). You may use the Link only on the approved Website and no other websites.
You and Company will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on Our website or related site, designated by us via a special tagged link format. You will be solely responsible for integrating the Links into your Website to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to You under this Agreement.
You agree to not use the Link for any unlawful purpose or for any purpose prohibited under this Agreement. You further agree to not use the Link:
- In any way that could damage the Company’s websites, products, services, or generally the business of the Company;
- In violation of any statutes, regulations or guidelines set forth by the Federal Trade Commission;
- In violation of any data privacy and security law and regulations
- To harass, abuse, or threaten others or otherwise violate the legal rights of others;
- To violate the rights of Company’s intellectual property or the intellectual property of any third party;
- Upload or disseminate computer viruses, malware, or other software that may damage the property of a third party;
- To perpetrate fraud;
- To engage in or create an unlawful sweepstakes;
- To publish or distribute obscene, defamatory, or discriminatory material;
- To unlawfully gather information about others.
- In connection with illegal SPAM activities including sending mass commercial emails.
We will pay You referral fees (“Referral Fees”) of 25% of gross sales, that We actually receive from the sale of all products that are purchased by users using the Link (“Qualifying Purchase”). We reserve the right to implement a sliding payment scale for products depending on the number of sales or dollar amount that the affiliate earns. Referral Fees will not be payable on sales otherwise made from Our site or related sites, even if the customer previously made a Qualifying Purchase UNLESS Your 30-day cookie for tracking Qualifying Purchases is still valid in the customer’s browser. Our system utilizes a first-click 30-day cookie meaning your cookie will be valid for 30 days in the customer’s browser and if a Qualifying Purchase is made within the same time frame you will earn a commission. Your affiliate cookie cannot be overridden by another affiliate in the same time frame.
Referral Fees for the Empowered Business Lab VIP amount to 15% of gross sales on eligible purchases.
A Qualifying Purchase only includes products which You have been approved to receive Referral Fees for.
Referral Fees will be payable within sixty (60) days from the end of each calendar month in which payments are received. Payments are typically made within the first 7 business days of a new calendar month for Referral Fees that are at least thirty (30) days old. For example, a Referral Fee earned on November 21st will be paid out in the first 7 business days of January. This gives sufficient time for customers to request a refund under the 30-day return policy.
You agree that We shall only be liable for payment of Referral Fees for money actually received. You shall not be entitled to any Referral Fees on a sale that is refunded, chargeback, or any sale which We do not receive the money due to credit card abuse, fraud or any other reason. We reserve the right to adjust future Referral Fees paid based on refunds, chargebacks, or fraud or other claims received after You have been paid. We may also ask You to refund Referral Fees for refunds and chargebacks that occur after You have been paid.
We pay affiliates via a PayPal account, provided to us when a member joins. If the PayPal email changes, it is Your responsibility to notify Us to ensure proper payments. We will not resend payments returned due to incorrect payment email addresses.
We will provide reports of sales for which Referral Fees are payable with each payment. This information is accessible via your affiliate dashboard in Thrivecart.
Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control and subject to the specific terms of this Agreement, each Party retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
Covenants, Warranties, and Representations.
You hereby represent, warrant and covenants to Company that the You have the full right and authority to execute and perform this Agreement and the execution and performance of this Agreement will not conflict with, cause a default under or violate any existing contractual obligation that may be owed by You to any third party. You represent and warrant that neither You, nor any of your 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 Company. You along with any of your employees or contractors, will not violate or infringe upon the rights of any third parties while carrying out your duties under this Agreement.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT EACH PARTY MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OUR ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO YOU HEREUNDER.
Fulfillment and Customer Contact Policy
We will be solely responsible for fulfilling all orders and payment processing, and customers who buy products through the Program will be deemed Our customers. Accordingly, all of Our rules, policies, operating procedures, and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice. You may not contact any customer after a Qualifying Purchase to solicit additional sales.
Intellectual Property Rights
We grant to You during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Your Website and Our websites, and to use Our trade names, logos, trademarks and service marks (“Our Marks”) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of Our Marks will be subject to Our prior written approval. You may not use Our Marks in any way that is deemed derogatory or represents Us in a negative way.
You hereby grant to Us during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Your and Our Websites and to use Your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.
Except as set forth above, You and We each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.
You agree to indemnify, defend and hold harmless Us and Our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) that We may suffer as a result of Your action(s) under this Agreement.
This Agreement does not create an exclusive relationship between Company and You. You may enter into affiliate agreements with other companies, provided the companies are not competitors of Company.
The parties agree that neither party shall authorize the other to disclose to any third party 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, 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.
You and We are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between You and Us.
In its performance of this Agreement and in the operation of the Website, You will comply with all applicable laws, regulations, orders, and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, You and We each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
Any notice that must be provided to You will be provided to the email or mailing address set forth in your application to the Program. Any notice that must be provided to Company shall be sent to: [email protected] or mailed to:
PO Box 1391
Buffalo, NEW YORK UNITED STATES 14226
This Agreement will be governed by the laws of New York State. You agree to submit to the jurisdiction and venue of the state and federal courts in or nearest to Buffalo, New York, and waive any defense of lack of personal jurisdiction or forum non conveniens. This Agreement may only be modified by agreement of both parties in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The prevailing party in any dispute between the parties arising out of or related to this Agreement, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party. This Agreement may not be assigned in whole or in part by You, without the written consent of Company. 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. Any failure of either party 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 that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy. 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.
By agreeing to these terms in the affiliate application, You assert that You have read, understood and agreed to all of the terms and conditions of this Agreement, You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.