Referral Affiliate Agreement
EFFECTIVE DATE: NOVEMBER 23, 2022
THIS AGREEMENT is made as of the date you join the referral program. This agreement is between Ashley Shelton DBA Logodentity™ (hereinafter "Contractor") and you (hereinafter "Affiliate") (collectively as the "Parties").
Both parties wish to enter into this Agreement, whereby Logodentity™ will pay Affiliate a fee (as described below) for each client of Logodentity™ referred by Affiliate to Logodentity™ subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the parties agree as follows:
Primary Website: logodentity.com
The parties referred to in this Agreement shall be defined as follows:
a) Contractor, Us, We: As we describe above, we'll be referred to as the Contractor. Us, we, our, ours and other first-person pronouns will also refer to the Contractor, as well as all employees or legal agents of the Contractor.
b) You, the Referral Affiliate: You will be referred to as the "Referral Affiliate" or "Affiliate". You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Contractor and You) will be referred to as "Parties" or individually as "Party."
d) Referral Affiliate Program: The program we've set up for our Referral Affiliates as described in this Agreement.
e) Referral Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Referral Affiliate Program.
f) Referred Clients: a client that has been referred by you, the Affiliate, has signed a contract, and made the initial payment for a Logodentity™ Design Passport Service.
g) Website: The primary website we've noted above will be referred to as Website.
1 / REFERRAL AFFILIATE PROGRAM
After your acceptance in the Referral Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location.
Please be advised that the below information is a general description of the Referral Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
Commencing as of the Effective Date of this Agreement and continuing in effect until this Agreement is terminated by either party by providing the other at least fourteen (14) days prior written notice, Affiliate may, in its sole and absolute discretion, refer clients (hereinafter referred to as "Referred Clients") to Logodentity™.
Subject to Affiliate’s compliance with the remaining provisions of this Agreement in each case, and subject to Contractor’s acceptance of such Referred Clients, Logodentity™ agrees to compensate Affiliate in accordance with Section 2 below.
2 / COMPENSATION
Joining the referral program means the Affiliate understands that Logodentity™ will pay them in accordance with contracts entered into by Logodentity™ and the Referred Client. As consideration for a Referred Client, Affiliate shall be entitled to receive compensation from the following situations:
Each time a user inputs your name through the "Referred by" field of a Logodentity™ form and completes the sale of the service and we determine it is a Qualified Design Passport Service Purchase, as described below, you will be eligible to receive the following specific amount: $50 (fifty US dollars).
The referral compensation will be paid to Affiliate within 30 days of Referred Client’s initial deposit. If the referred client ends the contract within 30 days of their initial deposit, for any reason, only 50% of referral compensation will be paid to the Affiliate.
3 / SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject codes and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website.
As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases." Qualified Purchases:
a) Must not be referred by any other Affiliate or Referral Affiliate discount codes of the Contractor (in other words, Qualified Purchases are only available through your specific Referral Affiliate name or discount code;
b) May not be purchased by an already-existing Affiliate or Referral Affiliate of the Contractor;
c) May not be purchased prior to the Referral Affiliate joining the Referral Affiliate Program;
d) May only be purchased through a properly-tracking Referral Affiliate name or discount code;
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Contractor's sole and exclusive discretion;
g) May not have been induced by the Referral Affiliate offering the customer any coupons or discounts;
4 / PAYMENT INFORMATION
All referral payouts will be made by Logodentity™ to Affiliate via PayPal at the Affiliate's provided PayPal email address provided on the Affiliate Form.
You WILL NOT receive or submit a W8, W9, or 1099 tax forms. PayPal will report taxable earnings based on your provided account information. You are responsible for filing your taxes in accordance with your local laws.
Currently, the Contractor employs the following methods of payout:
For any changes in your email address or PayPal account information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available the month or period after they accrue. For example, if payouts are made every 30 days, an entire 30 day period must finish for the payout of that period to be available in the following period.
We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.
Payouts are also subject to the following restriction:
a) Payouts are only available when a threshold of the following amount is met: $25 (twenty-five US dollars).
For any disputes as to payout, the Contractor must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
5 / PROJECT ACCEPTANCE
Referred clients may be accepted or declined at the discretion of Logodentity™. Affiliate also is of the understanding that Logodentity™ is under no obligation to sign on any leads or take on any projects that the Affiliate may introduce or refer to Logodentity™.
6 / CONFIDENTIALITY
The Affiliate will under no circumstances discuss Confidential Information as well as the details of service pricing, timeline, or referral payouts with the Referred Client. If those topics are discussed with the Referred Client, the affiliate contract can be terminated immediately and no further payments will be made to the Affiliate.
Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of Contractor or Contractor's clients. Confidential information is not limited to a specific medium and can be oral, written or physical in format. (“Confidential Information”).
7 / AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Referral Affiliate Program or use this Website. By submitting an application to our Referral Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Contractor assumes no responsibility or liability for any misrepresentation of your age.
8 / PROGRAM SIGN-UP
In order to sign up as an Affiliate for our Referral Program, you will first be asked to submit a Referral Affiliate Application to join. The Referral Affiliate Application may be found at the following website: https://logodentity.com/referral-program.
Submitting a Referral Affiliate Application does not guarantee inclusion in the Referral Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Referral Affiliate acceptance. If we choose not to allow your inclusion in the Referral Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you with any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.
If your Referral Affiliate Application is rejected, you may not reapply. If your Referral Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Referral Affiliate Application or for you to undertake additional steps to ensure eligibility in the Referral Affiliate Program.
9 / NON-EXCLUSIVITY
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar Referral Affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
10 / REPORTS
You may log into your portal account with us to review reports related to your affiliation, such as payout reports and Qualified Code and/or Purchase information. Please be advised however, that not all listed qualifying code and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
11 / TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Referral Affiliate Program. It can be terminated by either Party at any time with or without cause.
You may only earn payouts as long as you are a Referral Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Contractor or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
12 / INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Contractor includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Contractor ("Contractor IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Referral Affiliate Program and use the Contractor IP solely and exclusively in conjunction with identifying our company and brand on the Referral Affiliate Portal to send customers to the Referral Affiliate discount codes we provide. You may not modify the Contractor IP in any way and you are only permitted to use the Contractor IP if you are a Referral Affiliate in good standing with us.
We may revoke this license at any time and if we find that you are using the Contractor IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Contractor IP or any confusingly similar variation of the Contractor IP without our express prior written permission. This includes a restriction on using the Contractor IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Contractor IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Referral Affiliate Program.
13 / MODIFICATION & VARIATION
The Contractor may, from time to time and at any time, modify this Agreement. You agree that the Contractor has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
14 / RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any employee, partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Contractor and will remain so at all times.
15 / ACCEPTABLE USE
You agree not to use the Referral Affiliate Program or our Contractor for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Referral Affiliate Program in any way that could damage our websites, products, services, or the general business of the Contractor.
You further agree not to use the Referral Affiliate Program:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Contractor or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
16 / REFERRAL AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring operation and maintenance of the Referral Affiliate Site, including technical operations, written claims, discount codes, and accuracy of materials. You must ensure, as noted above, that the Referral Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
We may monitor your account, as well as codes and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Referral Affiliate Program.
We require all of our Referral Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that Referral Affiliate relationships, such as the relationship between you and the Contractor, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
You are required to post a conspicuous notice on your website regarding the Referral Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in Referral Affiliate marketing whereby we receive funds through discount codes to our Referral Affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.
17 / REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
18 / DATA LOSS
The Contractor does not accept responsibility for the security of your account or content. You agree that your participation in the Referral Affiliate Program is at your own risk.
19 / INDEMNIFICATION
You agree to defend and indemnify the Contractor and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Referral Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Contractor shall be able to select its own legal counsel and may participate in its own defense, if the Contractor wishes.
20 / SPAM POLICY
You are strictly prohibited from using the Referral Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
21 / ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Referral Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
22 / SERVICE INTERRUPTIONS
The Contractor may need to interrupt your access to the Referral Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Contractor shall have no liability for any damage or loss caused as a result of such downtime.
23 / NO WARRANTIES
You agree that your use of the Referral Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Contractor hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Contractor makes no warranties that the Referral Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Contractor also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Referral Affiliate Program is your sole responsibility and that the Contractor is not liable for any such damage or loss.
24 / LIMITATION ON LIABILITY
The Contractor is not liable for any damages that may occur to you as a result of your participation in the Referral Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Contractor arising from or relating to this Agreement is limited to fifty ($50) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
25 / GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Referral Affiliate Program, you agree that Virginia shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Contractor, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Spotsylvania, Virginia. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Spotsylvania. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Virginia. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Contractor will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Contractor, the rights and liabilities of the Contractor will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Contractor is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email. For any questions or concerns, please email us at the following address: email@example.com.