AFFILIATE PARTNER PROGRAM TERMS
WIN. JOY. REPEAT AFFILIATE PARTNER AGREEMENT
The following Win. Joy. Repeat Affiliate Partner Agreement (“Agreement”) is entered into by and between Good & Right, LLC dba Win Joy Repeat (“Win. Joy. Repeat”, the “Company”, “we”, or “us”) and the party submitting an application to become an affiliate partner of the Company and/or having an accepted application (“Affiliate Partner”, “You”, or “you”). Each of Affiliate Partner and the Company may be referred to as a “Party”, and together as the “Parties”.
The Company has set up a program for Affiliate Partners to promote the Win. Joy. Repeat do-it-yourself online training program ( the “Training Program”) in exchange for a share of the proceeds of any sales (the “Affiliate Partner Program”). Except as modified by a separate agreement governing the promotion of any particular training program, the terms of this Agreement apply to your participation in the Company’s Affiliate Partner Program.
You can review the current version of the Agreement at any time at https://winjoyrepeat.com/affiliate-partner-program-terms. The Company reserves the right to update and change the Agreement by posting updates and changes at https://winjoyrepeat.com/affiliate-partner-program-terms. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You.
Eligibility, Application & Acceptance
To be eligible to be an Affiliate Partner you must:
- Be 18 years or older;
- Have previously completed or currently be enrolled in the Training Program or a private training engagement through Win. Joy. Repeat’s Custom Works Training Program (“Custom Works Training”);
- Submit a complete and accurate Affiliate Partner Program Application (“Application”);
- Be in good standing with the Company and the terms and conditions of this Agreement; and
- Be in good standing with the Federal Trade Commission (“FTC”) and in compliance with all FTC guidelines.
The Company will rely upon the information provided in your Application and any false or misleading information You provide will be a basis to reject your Application or to terminate your status as an Affiliate Partner without compensation if discovered after you are approved. To become an Affiliate Partner, you’ll be required to provide the Company with your contact information and certain business and banking information as requested.
We will inform you of our acceptance or denial within a reasonable period of time following receipt of your Application. The Company may reject your Application for any reason, in its sole discretion. Should the Company approve your Application, you will receive an email notifying you of the approval and containing all of the information necessary to begin functioning as an Affiliate Partner.
The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member in good standing of the Affiliate Partner Program, You are eligible to receive compensation for referrals made to the Company. This may establish a “material connection” according to FTC rules, which creates an obligation for Affiliate Partner to provide disclosure to consumers.
Full compliance with these guidelines requires, among other things, that (a) Affiliate Partner clearly and conspicuously disclose that Affiliate Partner is being compensated for referring customers to the Company; and (b) Affiliate Partner is not engaged in misleading or deceptive advertising. For further information Affiliate Partner should refer to the statement released by the FTC regarding these guidelines.
Upon acceptance into the Affiliate Partner Program, you will be assigned one or more unique Affiliate Partner URLs that you will use to promote the Training Program (“Affiliate Partner URL”).
When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect purchases the Training Program using your Affiliate Partner URL, the Cookie on the Prospect’s browser, corresponding to your unique URL, registers a “Sale” and each such purchase by a Prospect is a “Sold Prospect”. In the event that a Prospect has multiple Affiliate Partner Cookies, the most recently-acquired Cookie will determine which Affiliate Partner is credited with the Sale.
Subject to Affiliate Partner’s compliance with this Agreement, Affiliate Partner shall receive a referral fee equal to $100.00 for each Sold Prospect that generates a payment to the Company for the Training Program (a “Commission”).
The Company is not responsible for Affiliate Partner using or maintaining their Affiliate Partner URLs and only Sales tracked through the Company’s system will count towards the Affiliate Partner’s Commissions. Affiliate Partner is not entitled to and will not receive any Commission or revenue share of any kind on sales made by the Company to a Sold Prospect following the initial Sale.
The Company has made every effort to ensure we accurately represent our Training Program and it’s potential to help you earn Commissions. However, there is no guarantee that you will get any results or earn any money whatsoever in connection with the Affiliate Partner Program. We offer no promise or guarantee of Commissions or earnings of any kind. As stipulated by FTC law, the Company makes no guarantees that Affiliate Partner will achieve any results from the promotion of our Training Program and we offer no professional legal or financial advice.
Payments & Taxes
Affiliate Partner agrees that Commissions are paid only for transactions that actually occur between Company and a Sold Prospect. This only includes Sales that are driven from the Affiliate Partner to the Company’s sales sites and as tracked through the Affiliate Partner’s URL. If the Sale does not actually occur, or if payment from a Sale is not actually received by the Company from the Prospect, Affiliate Partner will not be paid a Commission.
The Company shall pay Commissions on the 15th day of the month following the Sale. The Company reserves the right to change the dates of Commission payouts. If a Sale is canceled for any reason or if payment from a Sold Prospect later results in a refund or charge-back, and if a Commission was paid to Affiliate Partner for that Sold Prospect, then the Commission will be deducted from any future Commissions due Affiliate Partner.
Affiliate Partner Commissions will not be paid based on any Sales or amounts that are attributed to spam or credit card fraud. If the Company determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to the Company’s other rights under this Agreement, no Commission will be paid to Affiliate Partner for such Sale, or if such violation or fraud is discovered by the Company after payment of Affiliate Partner’s Commission, such amounts shall be deducted from any future Commissions due Affiliate Partner.
All Sale and Commission numbers are tallied by the Company and are at the sole discretion of the Company. The Company makes every reasonable effort to accurately track and pay Commissions for all Sales that come from Affiliate Partners, but is not responsible nor under any circumstances will be held liable for any technical difficulties, outside events, actions by other Affiliate Partners, or other uncontrollable events that may disrupt or interfere with Company’s ability to track Sales or pay Commissions. Under no circumstances will Company be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits that result from Affiliate Partner’s participation in the Affiliate Partner Program.
Affiliate Partner shall not be eligible to receive any Commissions from the Company until Affiliate Partner has submitted the appropriate tax forms and has set up a proper payment gateway. Affiliate Partner is responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Commissions received from the Company. If you are not a resident of the United States, the Company may withhold tax (including without limitation VAT) where required to by applicable law. Where the Company is required to withhold tax, the Company will document such withholding.
From time to time, the Company may make materials available to Affiliate Partners for use in promoting the Company’s Training Program (“Promotional Materials”). The Promotional Materials may include but are not limited to Company trademarks, logos, service marks, trade names whether registered or unregistered, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and other graphic and textual material for use in Affiliate Partner’s promotion efforts.
Upon acceptance into the Affiliate Partner Program, the Company grants Affiliate Partner a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials during the term of this Agreement for the sole purpose of marketing and promoting the Company and its Training Programs and/or for linking to the Company’s website. The Affiliate Partner may use the Promotional Materials on its website, in emails, and in other promotional activities. Affiliate Partner may not make any other use of the Promotional Materials and shall not state or imply that the Company has endorsed the Affiliate Partner.
Affiliate Partner may not alter, amend, adapt or translate the Promotional Materials without the Company’s prior written consent. The Promotional Materials will at all times be the sole and exclusive property of the Company and no rights of ownership will at any time vest with Affiliate Partner even in such instances where Affiliate Partner has been authorized by Company to make changes or modifications to the Promotional Materials. Affiliate Partner may not make any derivative works using the Promotional Materials.
Affiliate Partner Marketing Activities
Affiliate Partner will bear all costs and expenses related to Affiliate Partner’s marketing or promotion of the Training Program (“Affiliate Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by the Company in its sole discretion.
Affiliate Partner shall not promote the Company or its Training Program: (1) in conjunction with any illegal activity, (2) on any illegal website, (3) in a manner that a reasonable person would consider threatening, harmful, defamatory, obscene, sexually explicit, harassing, or promoting violence; (4) in a manner that promotes discrimination, (5) in any manner the Company expressly deems as objectionable, or (6) in a manner that infringes upon the intellectual property or related rights held by any third party.
In no event will Affiliate Partner engage in any Affiliate Partner Marketing Activities except as expressly set forth in this Agreement. Any such activity will result in termination of the Affiliate Partner and forfeiture of any and all Commissions due or pending.
- In conducting all Affiliate Partner Marketing Activities, Affiliate Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Spam is defined as emailing or posting to anyone who has not requested information via email or any website, and also includes “spamming search engines” or social media with links.
- Affiliate Partner agrees to abide by all Federal Trade Commission Guidelines and the U.S. Federal Can-SPAM Act.
- Under no circumstances will Affiliate Partner send any unsolicited email to any party related to the Company or its Training Program or utilize “bots” or automated or anonymous social media posting related to the Company or its Training Program.
- Affiliate Partner will always include Affiliate Partner’s contact information and “unsubscribe” information in any email regarding the Company and/or its Training Program AND will not imply that such emails are being sent on behalf of the Company.
- Affiliate Partner will not promote or advertise the Company or it’s Training Program on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
- Affiliate Partner will not use its links directly in any pay-per-click advertising.
- Affiliate Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Company’s Promotional Materials or any variations or misspellings thereof that may be deceptively or confusingly similar to the Company’s intellectual property.
- Affiliate Partner will not create or participate in any third party networks or sub-affiliate networks without the express written permission of the Company.
- Affiliate Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
- Affiliate Partner will not use direct linking to any page on any Company website, without prior written permission from the Company.
- Affiliate Partner will not mask its referral sites or use deceptive redirecting links.
- Affiliate Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of the Company, any other customer or partner of the Company, or the Company itself.
Anything Affiliate Partner communicates in marketing or advertising any Win. Joy. Repeat Training Program or opportunity must be true and accurate. Claims that relate to any Win. Joy. Repeat Training Program or opportunity that are untrue or fraudulent are strictly prohibited and will result in termination of the Affiliate Partner and forfeiture of any and all Commissions due or pending.
Other Affiliate Partner Terms
Affiliate represents and warrants that:
- Affiliate Partner’s Application was truthful and accurate to the best of Affiliate Partner’s knowledge.
- Affiliate Partner has read this Agreement, understands its terms, and agrees to be bound by this Agreement.
- The Agreement constitutes Affiliate Partner’s valid and binding agreement and was executed by a person with authority to bind the Affiliate Partner.
- Affiliate Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
- Affiliate Partner will not engage in any behavior that violates the terms of this Agreement or that constitutes an attempt to fraudulently or deceptively increase the earnings and Commissions due the Affiliate Partner under the Affiliate Partner Program.
- Affiliate Partner will comply with CAN-SPAM and GDPR requirements in connection with email marketing.
- Affiliate Partner will comply with all applicable Federal Trade Commission rules, regulations, and guidelines related to affiliate marketing.
- Affiliate Partner will not make use of the Company’s Promotional Materials in any manner other than expressly allowed under the Affiliate Partner Program.
Affiliate Partner acknowledges and agrees that Company may amend this Agreement at any time by posting the relevant amended and restated Affiliate Partner Program Agreement on the Company’s website and that such amendments to the Agreement are effective as of the date of posting. Affiliate Partner can review the current version of the Agreement at any time at https://winjoyrepeat.com/affiliate-partner-program-terms. If a significant change is made, the Company will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You.
Affiliate Partner’s continued participation in the Affiliate Partner Program after the amended Affiliate Partner Program Agreement is posted to the Company’s website constitutes Affiliate Partner’s agreement to, and acceptance of, the amended Agreement. If You not agree to any changes to the Agreement, You must terminate the Agreement by discontinuing participation in the Affiliate Partner Program.
Affiliate Partner acknowledges and agrees that Affiliate Partner’s participation in the Affiliate Partner Program, including information transmitted to or stored by the Company, is governed by the Company’s Policies found on the Company’s website.
Term, Relationship & Termination
This Agreement shall commence upon the date the Company notifies you that you have been accepted into the Affiliate Partner Program and shall continue thereafter until terminated as provided herein.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Under no circumstances will Company be held liable for any actions or results of Affiliate Partner.
Unless otherwise specified in the Agreement, either the Company or the Affiliate Partner may terminate this Agreement at any time, with or without cause, effective immediately upon written or email notice to the other. Affiliate Partner shall be entitled to all validly accrued Commissions that have been earned prior to the termination of this Agreement.
Fraudulent or other unacceptable behavior by Affiliate Partner, including breach of any Company Policies, as determined by Company in its sole discretion, may result in one or more of the following actions being taken by the Company:
- Termination of your affiliation with the Company in its entirety;
- Suspension of some or all your privileges under the Affiliate Partner Program; and/or
- Termination of you as an Affiliate Partner entirely without notice to, or recourse for you in which case, you shall forfeit all Commissions owed to you, either as of the date of termination or thereafter accruing.
At any time that your status as an Affiliate Partner is cancelled or suspended by either the Company or by You, Affiliate Partner’s participation in the Affiliate Partner Program shall be automatically terminated. In the event of termination:
- Affiliate Partner shall immediately cease representing itself as a participant in the Affiliate Partner Program.
- All rights granted to Affiliate Partner under this Agreement will immediately cease, including but not limited to the right of Affiliate Partner to access the Affiliate Partner Dashboard, or to receive any payments of Commissions under this Agreement, unless otherwise determined by Company in its sole discretion.
- Company will disable any tracking URLs, links, cookies, pixels, and similar mechanisms for use with the Affiliate Partner Program.
- Affiliate Partner shall immediately cease using the Promotional Materials (as defined in this Agreement) and any and all use of the Company’s intellectual property and will delete all copies of such materials in possession of Affiliate Partner.
Upon termination, it is understood that this section and the Confidentiality, Indemnification, Disclaimers, and General Provisions sections in the Agreement will remain in effect for perpetuity. In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
Confidential information includes, but is not limited to, the following types of private information and other proprietary information of a similar nature regarding the Company’s business: specific business information, systems information, methodologies and concepts, execution strategies, technical processes and formulas, documentation, diagrams, charts, software, customer lists, prospective customer lists, sales figures, names, addresses and other information regarding customers and prospective customers, product designs, business plans and marketing data, curriculum, presentation content, personal information of executives, and any other confidential and proprietary information of the Company, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Company and Affiliate Partner, any information related to a Company customer or Sold Prospect or other Affiliate Partner is the Confidential Information of the Company.
This Agreement imposes no obligation of confidentiality on Affiliate Partner with regard to any portion of the Company’s Confidential Information (a) that is generally available to the public at the time of disclosure; (b) that Affiliate Partner can demonstrate by written records he or she had independently developed without any access to or usage of the Confidential Information; (c) if permission to use or disclose said Confidential Information is first obtained by Affiliate Partner in writing from the Company; or (d) if Affiliate Partner is required by law, regulation, rule, act, or order of any court or other government authority or agency to disclose such Confidential Information in such case Affiliate Partner shall furnish only that portion of the Confidential Information which he or she is advised by counsel is legally required to be disclosed and shall use his or her best efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
In general, Affiliate Partner may not disclose any financial, personal, or business information about the Company or its executives without permission from Company. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.
The Affiliate Partner Program, any Promotional Materials, and the products and services provided in connection therewith, are provided to Affiliate Partner “as-is”. The Company makes no warranties under this Agreement, and expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, the Company further disclaims all representations and warranties, express or implied, that the Company’s Affiliate Partner Program, Training Program, or Promotional Materials will satisfy all of Affiliate Partner’s requirements and/or will be uninterrupted, error-free or free from harmful components.
The Company expressly disclaims any liability for any act or omission of any third party provider not under the control of the Company, and their products and services. Affiliate Partner expressly agrees and understands that the Company has not made any guarantee that Affiliate Partner will earn any specific amount of Commissions and attests that no such representations or claims have been made.
Limitation of Liability & Indemnification
You agree to absolve and do hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of participation in the Affiliate Partner Program and/or any information and resources contained in the Affiliate Partner Program. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for participation in the Affiliate Partner Program.
To the maximum extent permitted by applicable law, in no event shall the Company be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Affiliate Partner Program, with the delay or inability to use the Affiliate Partner Program or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Affiliate Partner Program, or otherwise arising out of the use of the Affiliate Partner Program, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If you are dissatisfied with the Affiliate Partner Program or any portion of it, your sole and exclusive remedy is to terminate your participation in the Affiliate Partner Program.
You agree to indemnify, defend and hold harmless Company and the directors, managers, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Affiliate Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate Partner’s gross negligence, willful misconduct or any misuse, fraud, or deceptive conduct by Affiliate Partner or any of its agents in connection with the Affiliate Partner Program; (c) any warranty, condition, representation, indemnity or guarantee relating to Company granted by Affiliate Partner to any third party; (d) Affiliate Partner’s breach of any term of this Agreement or the Company Policies (including any documents it incorporates by reference); (e) any third party claim that Affiliate Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Affiliate Partner taxes, including any audits or penalties related thereto; and (g) the performance, non-performance or improper performance of the Affiliate Partner’s products or services.
The Company hereby agrees to indemnify, defend, and hold harmless Affiliate Partner, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of an allegation that the Company does not have the right to provide the Promotional Materials or that the Promotional Materials violate a third-party’s rights.
This Agreement constitutes the entire understanding of the Parties and may be modified only by the Company. This Agreement shall be construed and interpreted according to the laws of the State of Delaware in the United States of America and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Company and to the Affiliate Partner shall include their heirs, successors, assigns, and personal representatives.
You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to the Affiliate Partner Program. To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in the State of Delaware. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.
The Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
The Company may modify this Agreement (including any Company Policies) at any time by posting a revised version on the Company website or by otherwise notifying Affiliate Partner by email or in writing. By continuing to participate in the Affiliate Partner Program after the effective date of any modifications to this Agreement, Affiliate Partner agrees to be bound by the modified terms. It is your responsibility to check the Company website regularly for modifications to this Agreement. We last modified this Agreement on the date listed on the end of this Agreement.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
Company may be contacted at [email protected]
This Agreement is dated June 1, 2020.