If you’re here, you’ve been invited to become an Affiliate Partner. 🙂
Please READ carefully. By checking “I agree to the terms and conditions” in the Thrivecart signup page, you are agreeing to the following terms.
This Affiliate Agreement (this “Agreement”) is made by and between Intentional Branding LLC (the “Company”) and _________________________________ (“Affiliate”) and is effective as of the date of Affiliate’s signature below (the “Effective Date”). The Company and the Affiliate may also be referred to individually as a “party” or together as the “parties.”
NOW, THEREFORE, in consideration of the promises, covenants and conditions hereinafter set forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
Terms & Conditions
- Incorporation. This Agreement incorporates by this reference any attachments hereto, including any addenda, schedule, or exhibit.
- Term; Termination. This Agreement will commence on the Effective date and terminate upon 30 days written notice from one party to the other.
- Referral Program Details.
- Hyperlinks. Affiliate will be assigned unique hyperlinks (the “Hyperlinks”) that Affiliate must use when referring potential clients by email, on their website, or social media. These unique Hyperlinks will direct potential clients to a landing page on the Company’s website to either: 1) enter contact information and opt-in to the Company’s email subscription service, 2) download a free gift, or 3) purchase a product or service from the Company. Regarding items one or two from the aforementioned, Affiliate will be eligible to receive the Referral Fee (defined by Section 4 below) ONLY if a potential client buys any of the Company’s products or services within one year from the date the potential client opted into the Company’s email subscription service or downloaded their free gift. The Company will not pay Affiliate a Referral Fee if the potential client buys products or services beyond the one-year mark.
- Verbal Referrals. Affiliate is encouraged to use the Hyperlink whenever making referrals to aid in easier referral tracking. However, if Affiliate verbally refers a client to the Company, then Affiliate may still be eligible for a Referral Fee if the terms of this Section 3.2 are satisfied. Affiliate must email the Company within seven days of making the referral to be eligible to receive the Referral Fee. Affiliate’s email must state the name of the potential client and the date of the referral. The potential client must thereafter purchase products or services from the Company within one year from the date the potential client opted into the Company’s email subscription service or downloaded their free gift. The Company will not pay Affiliate a Referral Fee if the potential client buys products or services beyond the one-year mark.
- Limitations on Referrals.
- Affiliate will not be entitled to receive a Referral Fee with respect to any entity or person referred by Affiliate that, directly or indirectly, in whole or in part, owns or controls, or is owned, controlled by, or under common control with, Affiliate (a “Self-Referral”). The Company will determine in its sole discretion whether a referral is a Self-Referral under this Section.
- If a potential client is referred to the Company by more than one participant in Company’s Affiliate Program, then the Referral Fee will be payable only to the affiliate who the Company determines made the first referral.
- If a potential client is already in the Company’s CRM system prior to the Affiliate making the referral, then the Affiliate will not be entitled to a Referral Fee, even if the potential client had not previously purchased products or services from the Company.
- Company is not responsible for referrals that are lost through no fault of Company, including, without limitation, if Affiliate provides Company with erroneous client information or provides a client with incorrect referral information, or if the potential client has disabled cookies or implemented another similar technology that prevents the Company from tracking and storing the potential client’s information.
- Compensation for Referrals. Subject to the restrictions contained in this Agreement, Affiliate will be paid the following amounts for each referral (together a “Referral Fee”). Please note that Affiliate will only be paid a Referral Fee for the client’s first purchase from the Company. Affiliate will not be paid a Referral Fee for any subsequent products or services purchased by the client after the date of the initial purchase. For example, if the client first purchases a program from the Company, and purchases another program one month later, then Affiliate will only be entitled to one Referral Fee for the first program purchased.
- Brand Audits or Connection Calls:
- If the potential client does not also sign on to work with the Company, then the Company will pay Affiliate 50% of the session fee (if paid session).
- If the potential client registers for a program or services offered by the Company, then see section 4.3.
- Group Programs: Company will pay Affiliate 50% of the program fee paid by client (after all discounts are applied by the Company).
- One-to-One Services/Packages: Company will pay Affiliate as follows for any services or packages offered by the Company.
- If the referred person signs on to work with the Company, and the Company does not give the potential client a discounted rate, then the Company will pay Affiliate 10% of the proposal amount (after applicable subcontractor fees are applied).
- If the person signs on to work with the Company, and the Company gives the potential client a discounted rate, then the Company will pay Affiliate 5% of the proposal amount (after applicable subcontractor fees are applied).
- Fully Digital Programs: Company will pay affiliate 50% of the program fee for any fully digital program offered by the Company (after all discounts are applied by the Company).
- Event All-Access Passes: Company will not pay a Referral Fee to Affiliate for paid Event/ Summit passes.
- Brand Audits or Connection Calls:
- Payment Terms. Referral Fees will be paid to Affiliate at the end of each quarter. Payment will be made via PayPal. Affiliate is responsible for establishing a PayPal account as a condition to receiving payment under this Agreement. Referral Fee payments will only become due and payable once the Company has received the entire payment from the referred client, including all payments in a payment plan. If Company does not receive payment from the referred client, then Affiliate will not be entitled to a Referral Fee.
- Non-Exclusivity. This Agreement is not exclusive to either party. The Company will have similar agreements with others participating in Company’s Affiliate Program. The Company does not guarantee uniformity between the terms in this Agreement and terms of any other affiliate agreement between the Company and any third party. Both parties are also free to participate in any other affiliate program.
- Intellectual Property.
- Retention of Rights. All intellectual property rights in the Company’s content, including, without limitation, the Company’s trademarks, tradenames, copyrights, patents, logos, designs, advertising graphics, handouts, pamphlets, guides, books, video and/or audio recordings, and information on the Company’s website in any form or medium (collectively, the “Content”) will always remain the exclusive property of the Company. This Agreement does not grant you any intellectually property rights not expressly contained herein.
- Grant of Limited License. The Company hereby grants Affiliate a limited, non-exclusive, non-transferable, and royalty-free license, during the Term, to use the Hyperlinks and any Content given to Affiliate by the Company only as contemplated under this Agreement. This limited license shall automatically and immediately cease upon termination of this Agreement.
- No Modification. Affiliate shall not alter or modify the Company’s Content or Hyperlinks in any way without the Company’s prior written authorization.
- Advertising and Communications. All advertising and communications of Affiliate using the Company’s Content must be approved in writing by the Company before use. In any event, Affiliate is prohibited from using the Hyperlink or the Company’s Content to make unsolicited communications to consumers in violation of applicable law or in any other advertising that could be designated as “spam.”
- Confidential Information. Either party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Confidential Information means the Company’s Content (defined by 7.1), similar Content of Affiliate, information, data and know-how that is marked or otherwise identified as confidential or that, given the nature of the information or the circumstances surrounding the disclosure, would reasonably be considered to be confidential (including but not limited to financial information, product plans, inventions, computer software or code, algorithms, client lists, third-party confidential information and the terms of this Agreement), whether oral or in written, electronic or other form or media. Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of any breach of this Section by the Receiving Party, its affiliates or its or their employees, consultants, officers, directors, partners, equity holders, advisors, agents or representatives (collectively “Representatives”); (ii) is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.
- Protection of Confidential Information. The Receiving Party shall: (A) protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information of similar kind, but in no event less than reasonable care; (B) not use the Disclosing Party’s Confidential Information for any purpose other than to perform the Receiving Party’s obligations or exercise its rights under this Agreement; (C) promptly report to the Disclosing Party any unauthorized disclosure of, or access to, the Disclosing Party’s Confidential Information; and (D) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information for the purpose of performing Receiving Party’s obligations or exercising its rights under the Agreement and who are subject to obligations of nondisclosure and restricted use at least as protective as those of this Section. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives.
- Legally Required Disclosure. In the event that Receiving Party is required by applicable law, regulation or legal process to disclose any Confidential Information of the Disclosing Party, Recipient shall notify the Disclosing Party promptly so that Disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Section. Recipient will furnish only that portion of the Confidential Information which Recipient is advised by counsel is legally required to be disclosed.
- Return of Confidential Information. At the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its Representatives to return, to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party may retain the Confidential Information for legal and accounting purposes and is not required to delete Confidential Information held electronically in archive or back-up systems in accordance with its systems archiving or backup policies.
- Remedies. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section, without posting bond or other security.
- Independent Contractor. This Agreement does not create a partnership or joint venture of any kind. The Company and Affiliate shall be independent contractors of each other for all purposes, and neither party’s employees will be considered an agent or employee of the other party for any purpose. Neither party will have authority to enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of the other party. Affiliate has sole responsibility for payment and reporting of federal, state and local taxes or other assessments imposed by law with respect to Referral Fees paid to Affiliate under this Agreement.
- Indemnification. Affiliate shall indemnify, defend, and hold the Company harmless the Company, its Representatives (defined by Section 9.1) and its and their successors and assigns against any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), that are incurred by or awarded against them in connection with any claim, action or proceeding brought by a third party and relating to, arising from or alleging: (i) the manner and means by which Affiliate obtains or provides referrals, (ii) Affiliate’s products or services; (iii) Affiliate’s websites; (iv) the collection, use, or distribution of consumer information by Affiliate or its Representatives, including any unauthorized provision of customer information to the Company; or (v) violation of applicable law or any third party’s rights, including intellectual property, privacy or proprietary rights, by Affiliate or its Representatives.
- Governing Law & Venue. This Agreement will be governed by the laws of the State of Colorado without giving effect to any choice or conflict of law principles of any jurisdiction. The parties hereto agree to submit to the exclusive jurisdiction of either the Courts of the State of Colorado located in Denver, Colorado, or United States Federal District Courts within Denver, Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal rules of civil procedure.
- Dispute Resolution with the Company. If any dispute arises among the parties, then they shall negotiate in good faith to resolve the dispute. Any dispute which the parties cannot resolve by negotiation shall, except as otherwise set forth herein, be submitted to mediation before a mediator agreed upon by the parties, or, if the parties cannot agree upon a mediator, a mediator shall be selected by the Judicial Arbiter Group in Denver, Colorado, or, if that company no longer exists, a mediator shall be selected by the American Arbitration Association. If a dispute is not resolved within thirty days of the holding of a mediation session, the dispute shall be submitted to binding arbitration in Denver, Colorado before an arbitrator agreed upon by the parties, or, if the parties cannot agree upon an arbitrator, then an arbitrator from the Judicial Arbiter Group, or, if that company no longer exists, the American Arbitration Association in accordance with its Commercial Arbitration Rules, except that any action for injunctive relief shall be resolved in the county courts of Denver, Colorado. Judgment upon the award rendered by said arbitration may be entered in any court having jurisdiction thereof.
- Severability. Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
- Amendments & Waivers. No amendment of any provision of this Agreement will be valid unless the amendment is in writing and signed by both parties. Waivers are valid only if in writing and signed by the party so waiving. The failure of a party at any time to require performance of any provision of this Agreement will not affect such party’s rights at a later time to enforce such provision. No waiver by any party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other breach.
- Notice. Each party shall deliver all notices in writing delivered to the other party using the contact information set forth in the signature block for such party (or to such other contact information that the receiving party may designate from time to time in accordance with this Section). Each party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), certified or registered mail (in each case, return receipt requested, postage prepaid), or email (with confirmation of transmission). A notice is effective only if the party giving the notice has complied with the requirements of this Section, and notice will be deemed received (a) upon receipt by the receiving party if personally delivered; (b) two business days after deposit with an overnight courier; (c) four business days after deposit as certified or registered mail; and (d) if emailed, upon receipt of confirmation of email transmission.
- Authority & No Inducement. Both parties affirm that they are at least eighteen (18) years of age. Affiliate confirms that no inducement, statement or representations have been made by the Company that are not set forth in this Agreement, and that Affiliate did not rely on any inducements, statements or representations not set forth herein. Each party further represents and warrants their authority to sign this Agreement.
- Entire Agreement. This Agreement, including any addenda, schedule, or exhibit constitutes the entire understanding of the parties and supersedes any and all prior or contemporaneous understandings, promises, or agreements between the parties.
- Retroactivity. If you are signing this Agreement after already starting participation in the Company’s Referral Program, then you agree that this Agreement applies retroactively to the start of your participation in the Referral Program. You further agree that if you have previously signed an agreement related to the Referral Program with the Company, that this Agreement supersedes the prior agreement as provided in Section 12.7 above.
Intentional Branding LLC welcomes your questions or comments regarding this Agreement. If you believe that Intentional Branding LLC has not adhered to this Statement, please contact Intentional Branding LLC at:
Intentional Branding LLC
11887 Washington St # 33953, Northglenn, CO 80233
This policy was last updated on November 1, 2022
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