Thank you for your interest in becoming an Affiliate. Please read these Affiliate Terms & Conditions carefully. We appreciate you as our Affiliate, and we want you to succeed in your promotions. We also want to serve you and our clients with 100% integrity and compliance with the law. As an Affiliate, we expect you to conduct yourself with professionalism and care as set forth in these Affiliate Terms & Conditions.
The purpose of these Affiliate Terms & Conditions is to set forth the details about our Affiliate relationship so that you can be clear at the outset as to how our communication and relationship works.
By becoming an Affiliate of Michelle Pfennighaus, LLC (“Company”, “we” or “us”), you agree to abide by these Affiliate Terms & Conditions, as well as the general Terms & Conditions that appear on our website.
Here are a few definitions to help you understand these Affiliate Terms & Conditions:
- “Affiliate” is an individual or business approved by the Company to receive Commission in exchange for specific marketing and promotional efforts of the Program.
- “Affiliate Link” means a unique URL designated by us for you which allows us to identify Enrollees to the Program as originating from you.
- “Commission(s)” is the amount of money that will be paid by us to you based on a percentage or dollar amount of the total amount of the sales that originate through your unique Affiliate Link, based on the information below.
- “Confidential Information” shall include any information, whether oral, written or observed, regarding the terms of this Agreement or content of the Program.
- “Enrollee” is any person who signs up in the Program.
- “Program” is defined as the program, product, service or offering by the Company for which the Company has designated and desires assistance from others in marketing and promotional efforts.
- “Program Promotional Activities” include but are not limited to promotional or free calls, webinars, seminars, podcasts, challenges, or other promotional activities designed to build excitement and market and promote the Program prior to and/or during the Program enrollment period.
1. Affiliate Link.
You are participating as an Affiliate with the approval of the Company. All Affiliate designations are subject to approval by us in our sole discretion.
Once you have been selected to be an Affiliate, you will be issued a unique “Affiliate Link”, or unique URL, which allows us to identify Enrollees as originating from you. These Enrollees are tracked with this unique URL and sales are recorded accordingly.
To receive Commissions, you must use the provided unique Affiliate Link. You are solely responsible for insuring that the Affiliate Link is set up properly to qualify for Commissions.
2. Affiliate Responsibilities.
Timing of Marketing and Promotion. Affiliate agrees to market and promote the Fall 2021 Fast Track Semester between September 29, 2021 at 9pm ET – October 6, 2021 at midnight ET.
Program Marketing and Promotion. Affiliate agrees to market and promote the Program as follows in accordance with these Terms & Conditions:
- Affiliate links may not be shared within the Health Coach Power Community Facebook group or Healthy Profit University Facebook group, nor via unsolicited DM to members.
- Utilize best practices as set forth in our affiliate training session on September 15, 2021.
3. Affiliate Commissions and Payment.
Affiliate Commission Amount. The Company will pay you a Commission of 20% for each enrollment in the Program for each Enrollee who signs up using your unique Affiliate Link. Although the Affiliate Program is not limited to the United States, all payments will be made in U.S. dollars.
Enrollees to Whom Commission Applies. This Commission applies to any Enrollee in the Program who signs up using your unique Affiliate Link as a result of your own e-mail and/or social media marketing promotions, or through other means of communication by you, provided that the Enrollee signs up for the Program through your unique Affiliate Link. Affiliate may not earn a Commission on their own enrollment in the Program.
Post-Enrollment Lapse. Because we have a refund period for the Program, for a sale to generate a Commission to Affiliate, the Enrollee must remit payment, either in full or by installments, and have their enrollment in the Program fully completed within 30 days after enrollment to allow for any discretionary refunds to be processed and made.
Payment of Commission. The Commission shall be paid by us to you via Paypal. The Company reserves the right to make payments using other standard payment formats if necessary, at our discretion. You are authorizing us to make such payments to you. All Commissions earned will be paid as follows:
- For Enrollees who pay in full, Affiliate will receive his/her Commission in a lump sum on or about 45 days after the Program enrollment closes.
- For Enrollees who pay in installment payments, Affiliate will receive his/her Commission in 6 installments. For the 1st installment, Affiliate will receive his/her first payment on or about 45 days after the Program enrollment closes. Subsequent installments will be made to Affiliate on or about 30 days after the prior installment.
Last Date to Earn a Commission. Commissions are paid based on enrollment in the Program for Enrollees who join during the Program enrollment period, as defined by the Company. The last date by which an Enrollee may purchase the Program and thus the Affiliate will be eligible to receive a Commission is October 6, 2021 as determined by the Company, regardless of whether the Enrollee is paying in full or in installments.
4. Intellectual Property Rights.
The Company reserves all rights in and to our Program name and all related trademarks, trade names, logos, taglines, slogans, images and similar identifying marks related to the Program and Company (collectively, the “Trademarks”).
The Company grants Affiliate a non-exclusive right to display the Trademarks on your website, e-mail and social media communications in connection with the unique Affiliate Link and promotion of the Program, because we want you to use them in promoting the Program, of course.
You understand that you may not change the proportion, color or font of the Trademarks, or otherwise alter the Trademarks because that would be changing the branded look of the Program. You may not display the Trademarks in any manner that implies sponsorship or endorsement by the Company, except of your involvement as an Affiliate as described in these Affiliate Terms & Conditions.
The Trademarks may not be used to register Internet domain names for any purpose. You may not use the Trademarks to disparage us, our products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Trademarks.
You acknowledge that all goodwill generated through your use of the Trademarks will inure to our benefit and you hereby assign to us any and all goodwill generated through your use of the Trademarks, without any payment or other consideration of any kind to you. You further agree to take all actions necessary to effect such assignment. Whenever you stop being an Affiliate, you must cease to use the Trademarks.
You agree not to frame the your website to look like our website or to utilize our branding or Trademarks in any way that would confuse customers or the general public as to who is hosting or promoting the Program.
You agree to not purchase or register any keywords, search terms or other identifiers related to our Trademarks or the trade or service marks or names of our primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
You agree to not purchase or register any domains or other identifiers that include variations on our Trademarks or names intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by us.
5. Anti-SPAM (UCE).
You agree to not send unsolicited mail or SPAM mail to promote the Program or any of our products or services. This action WILL RESULT in immediate termination of your account with a cancellation of any pending Commissions. You will also be in violation of these Affiliate Terms & Conditions and may be subject to legal action.
6. Website and Other Restrictions.
Affiliate explicitly states and agrees that your website, e-mail and/or social media content does not promote, endorse or display: (a) sexually explicit material or violence; (b) illegal activities, or (c) discrimination based on race, sex, sexual orientation, religion, national origin, or physical disability.
Additionally, you agree not to: (a) read, intercept, record, or redirect any electronic form or other materials submitted to us by any person or entity; (b) take any action that could reasonably cause any customer confusion as to your relationship with us or as to the website on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (c) spam automated or anonymous links to social media pages or search engines.
We reserve the right to cancel your participation, withhold or cancel your Affiliate Commissions, or take any other action at our sole discretion should you conduct any of the behaviors above or fail to operate with integrity or within the guidelines of the FTC.
7. Confidential Information.
All Confidential Information shall remain the exclusive property of the Company. You shall hold all Confidential Information in trust and confidence for us and shall not disclose such Confidential Information or use it for any purpose other than as required by these Affiliate Terms & Conditions.
You may not disclose Confidential Information to employees or third parties unless it is necessary for such employees or third parties to know such Confidential Information in order for you to perform your obligations and duties as an Affiliate.
Your relationship to us as an Affiliate remains in effect until terminated at the end of the enrollment period for the Program. You may terminate your relationship as an Affiliate at any time by sending an e-mail to the Company at email@example.com. If you choose to terminate your Affiliate relationship with us, you will be paid for any Commissions you have earned prior to the date of termination. Even after termination, all of the terms of these Affiliate Terms & Conditions will still apply indefinitely.
We reserve the right to terminate you as an Affiliate if: (1) you violate any of the terms of these Affiliate Terms & Conditions, (2) if you are doing something unethical, solely based on the discernment of the Company, even if it wasn’t explicitly disallowed by these Affiliate Terms & Conditions.
If we exercise our right to terminate your Affiliate relationship with us, we reserve the right to not pay any Commission earned that has not previously been paid to you.
Within 14 days after termination, whether by you or us, you must remove all references to the Affiliate Link and any Program promotion or marketing from your website, marketing materials, social media ads, and email lists.
9. Disclaimer & Release of Claims.
We will make every reasonable effort to track and pay Commissions for all sales that apply to you. However, we are not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish our ability to accurately record Commission credited to you. You understand that Affiliate tracking can never be 100% accurate and tracking of your sales depends on several factors; therefore, we cannot guarantee 100% tracking for situations that may happen beyond our control.
We shall not be held liable for any indirect, incidental, special, equitable or consequential damages or any loss of revenue or profits by you arising under or with respect to serving as an Affiliate, even if we have been advised of the possibility of such damages.
In no event shall we be liable to any party for costs of procurement of substitute goods, lost profits or any other special, consequential, incidental, equitable, or indirect damages, losses, costs or expenses of any kind, however caused, and whether based in contract, tort (including negligence), or any other theory of liability regardless of whether we have been advised of the possibility of such damages, losses, costs or expenses.
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THESE AFFILIATE TERMS AND CONDITIONS.
The Company will not be held responsible in any way for the information that you request or receive through our Affiliate program. You fully and completely release the Company and any other of our owners, directors, shareholders, staff, team members, and contractors (the “Releasees”) from any and all liability, damages, causes of action, allegations, suits, sums of money, claims and demands whatsoever, in law or equity, that you ever had, now have or might claim to have in the future against the Releasees, arising from your participation as an Affiliate, unless arising from gross negligence.
By serving as an Affiliate, you also consent to all of the terms as stated in our general Terms & Conditions found on our website.
10. Independent Contractors.
The Affiliate relationship between the Company and you is as independent businesses in a contractual relationship, and nothing in these Affiliate Terms & Conditions creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and us. Each of our respective businesses is conducted at our own initiative, responsibility and expense, and each shall have no authority to incur any obligations on behalf of the other, except as otherwise provided in these Affiliate Terms & Conditions.
The term “Affiliate” shall not be interpreted as a legal partner or affiliate, but rather, simply as an independent business doing marketing for us pursuant to these Affiliate Terms & Conditions. You understand that you are NOT an employee of the Company, and therefore, you are responsible for your own local, state, province and/or country taxes.
You understand that you do not have authority to make or accept any offers, enter into contracts, or make any representations on behalf of the Company. You agree that you will not misrepresent our Program or Company, publicly or privately.
11. Other Important Terms.
Entire Agreement, Assignment and Waiver: These Affiliate Terms & Conditions contain our entire agreement. These Affiliate Terms & Conditions may be modified or amended at any time by us. In the event that any part of these Affiliate Terms & Conditions are deemed unenforceable, the remaining portions shall be severed and remain in full force. The failure to enforce any provision of these Affiliate Terms & Conditions shall not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of these Affiliate Terms & Conditions.
Governing Law: This Agreement shall be construed according to the laws of the County of Westchester in the State of New York where my business is located.
Dispute Resolution: It is hoped that should we ever have any differences, we could be able to work them out through e-mail correspondence. However, should a dispute ever arise between us, we agree now that we will submit to binding arbitration before a single arbitrator, selected jointly, in accordance with the American Arbitration Association Rules. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. Prior to seeking arbitration, you must submit your complaint to me via e-mail. You understand and agree now that the only remedy that can be awarded to you through arbitration is a full refund of your Payment made to date. No award of consequential or of any other type of damages may be granted to you. By becoming an Affiliate, you are agreeing to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted by you in e-mail, or shall otherwise be forfeited forever. You also agree that should arbitration take place, it will be held in the County of Westchester in the State of New York where the Company is located and the prevailing party shall be entitled to all reasonable attorney’s fees and costs necessary to enforce the Agreement.
Non-Disparagement: In the event of a dispute between us, you agree to not engage in any conduct or communications, public or private, designed to disparage the Program, Company, or any of the Program enrollees. Where requested by law or arbitration, of course, you are not prohibited from sharing your thoughts and opinions as a part of the legal process.
By agreeing to become an Affiliate you acknowledge that you have read, understand, agree to and accept all of the terms of these Affiliate Terms & Conditions.