Terms & Conditions
AGENT LEGEND AFFILIATE PROGRAM AGREEMENT
Amended and Restated Agreement Effective Date: August 27, 2019
This Affiliate Program Agreement is made and entered into by and between Agent Legend, Inc. ("Agent Legend" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Agent Legend affiliate). The terms and conditions contained in this Agreement apply to your participation with the agentlegend.com affiliate program ("Affiliate Program"). By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
Each Affiliate Program offer (an "Offer") may be for any offering by Agent Legend or a third-party (each such third-party a "Client") and may link to a specific website for that particular Offer ("Program Website"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement.
By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1. Enrollment in the Affiliate Program.
1.1 You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information.
1.2 After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
2. Obligations of the Parties. Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Agent Legend agrees as follows.
2.1 We will make available to you graphic and textual links to the Program Website and/or other creative materials (collectively, the "Links") which you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Website.
2.2 You will be issued an “Affiliate Link”, or unique URL, which allows us to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales are recorded with your Affiliate Id. To receive commissions, you must use the provided Affiliate Link. You are solely responsible for insuring your Affiliate Link is setup properly to qualify for commissions. You will only get commission credit on sales through your Affiliate tracking link and we will not retroactively credit an existing member with your affiliate code. We will pay Affiliate a commission based on fees received by us for each Qualified Action that results in a completed transaction for purchase of a subscription for our services (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Website via the Link, where the Link is the last link to the Program Website, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Agent Legend and (v) is not later determined by Agent Legend to be fraudulent, incomplete, unqualified or a duplicate.
2.3 Commissions are payable after 45 days of a Client subscription at 100% of our published commission rates; Commission will be calculated and paid based solely on the initial completed transaction and not extend to any other transactions after the first of a Client subscription; there will be no commission payments after the first month of a Client subscription. We will pay you any Commissions earned monthly, provided that your account is currently greater than $100. Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until $100 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
2.4 Payment for Commissions is dependent upon payment of subscription fees by Clients to Agent Legend, and therefore, you agree that Agent Legend shall only be liable to you for Commissions to the extent that Agent Legend has received subscription fees from the Clients. You hereby release Agent Legend from any claim for Commissions if Agent Legend has not received subscription fees from the Clients.
2.5 All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Agent Legend in its sole discretion. Affiliate agrees that it irrevocably waives any claims.
2.6 If Affiliate has an outstanding balance due to Agent Legend under this Agreement or any other agreement between the Affiliate and Agent Legend, whether or not related to the Affiliate Program, Affiliate agrees that Agent Legend may offset any such amounts due to Agent Legend from amounts payable to Affiliate under this Agreement.
3. Affiliate Obligations. Affiliate shall:
3.1 Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
3.2 Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third-party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Agent Legend informs you that it considers objectionable (collectively, "Objectionable Content").
3.3 Not make any representations, warranties or other statements concerning Agent Legend or Client or any of their respective products or services, except as expressly authorized herein.
Make sure that your Media does not copy or resemble the look and feel of the Program Website or create the impression that your Media is endorsed by Agent Legend or Clients or a part of the Program Website, without prior written permission from us.
3.4 Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
3.6 Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Agent Legend or Client, or as required by applicable laws regarding such Offers.
3.7 Make sure to not place Agent Legend ads on any online auction platform (i.e. eBay, Amazon, etc).
3.8 Refrain from acting as an agent or representative of any publisher or provider of online services or products that are functionally comparable or intended, by applicable marketing and promotional programs directed to such services or products, to compete with the Agent Legend services.
4. Email Campaigns.
4.1 For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of Agent Legendcorp.com. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Agent Legend will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Agent Legend at firstname.lastname@example.org. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
4.2 Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Agent Legend pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Agent Legend network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Agent Legend pursuant to this Agreement or otherwise.
5. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Agent Legend in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
6. Affiliate Network Campaigns.
6.1 If Affiliate maintains its own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third-Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards.
6.2 Affiliate shall not permit any party to be a Third-Party Affiliate whose website or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links.
6.3 Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Agent Legend the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers of Agent Legend in the Network upon written notice from Agent Legend.
6.4 Unless Agent Legend has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Agent Legend, Affiliate shall remain liable for all acts or omissions of any Third-Party Affiliate.
7.1 Except as otherwise provided in this Agreement or with the consent of Agent Legend, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you.
7.2 Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
8. Limited License and Intellectual Property
8.1 We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Website.
8.2 You may not alter, modify, manipulate or create derivative works of the Links or any Agent Legend graphics, creative, copy or other materials owned by, or licensed to, Agent Legend in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Agent Legend's trademarks, service marks, copyrights, patents or trade secrets. You agree that Agent Legend may use any suggestion, comment or recommendation you choose to provide to Agent Legend without compensation. All rights not expressly granted in this Agreement are reserved by Agent Legend.
9.1 This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein.
9.2 You may terminate your participation in the Affiliate Program and your participation in our Affiliate Program including the forfeiture of your right to receive payment of earned and unpaid Commissions at any time by removing all Links from your Media, deleting all copies of the Links.
9.3 We may terminate this Agreement and your participation in our Affiliate Program including the forfeiture of your right to receive payment of earned and unpaid Commissions by disabling the Links or providing you with a written notice if we determine that you have violated of this Agreement and/or the terms of any Offer.
9.4 Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Agent Legend or Client intellectual property, and will cease representing yourself as an Agent Legend or Client affiliate for such one or more Offers.
10.1 In addition to any other rights and remedies available to us under this Agreement, Agent Legend reserves the right to delete any Qualified Action submitted through your Links and withhold and freeze any earned and unpaid Commissions or charge back paid Commissions to your account if (i) Agent Legend determines that you have violated this Agreement, (ii) Agent Legend receives any complaints about your participation in the Affiliate Program which Agent Legend reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program.
10.2 Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Agent Legend reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third-party that has been directly damaged by your actions.
11. Anti-Spam and Text/SMS Policy.
11.1 You must strictly comply with (i) the U.S. CAN-SPAM Act of 2003 (“CAN-SPAM"), and (ii) the Canadian Anti-Spam Legislation ("CASL") if you send emails to Canadians. All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request, prior to your sending emails containing linking or referencing the Affiliate Program, that you submit the final version of your email to Agent Legend for approval by sending it to your Agent Legend representative and upon receiving written approval from Agent Legend of your email the email may be transmitted to third parties.
11.2 It is solely your obligation to ensure that your marketing emails comply with CAN-SPAM and CASL. You agree not to rely upon Agent Legend's approval of your email for compliance with CAN-SPAM or CASL, or assert any claim that you are in compliance with these statutes based upon Agent Legend's approval.
11.3 You hereby agree to maintain documentation for all email names and addresses that substantiate CAN-SPAM and CASL compliance.
11.5 As a condition of your participation in the Affiliate Program, you agree to comply strictly with all applicable laws (federal, state, and otherwise in all applicable jurisdictions) that govern text messages, and SMS messages, including without limitation, the Canadian Radio-television and Telecommunications Act (CRTC), the U.S. Telephone Consumer Protection Act (TCPA), and all other applicable anti-text/SMS and do-not-call laws and regulations. Violation of any of these laws and regulations will lead to immediate termination of this Agreement and your participation in the Affiliate Program.
12. Fraud. You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, malware, adware, phishing, pharming, pop-ups, tool bars, cookie-stuffing and other deceptive acts or click-fraud. Agent Legend shall make all determinations about fraudulent activity in its sole discretion.
13. Monitoring Rights.
13.1 You agree that we may monitor (i) your advertisements regardless of the media, platform, or format, and (ii) your marketing methods, procedures, and communications by any means now known or hereafter developed for purposes of determining your compliance with this Agreement and applicable laws and regulations, including without limitation, monitoring your website(s), emails, and social media posts both directly by us and indirectly by online tracking and via third parties.
13.2 We will notify you via email regarding any requirement for assistance with monitoring your advertisements and promotions, and you agree to implement any and all such requirements, including without limitation by adding an email address specified by us to all of your email campaigns on behalf of the Affiliate Program.
13.3 You also agree that we have the right to require you to modify or cease any of your advertisements, marketing methods, procedures, and communications. Your only recourse will be to terminate this Agreement and your participation in the Affiliate Program.
14. Regulatory Compliance; The Federal Trade Commission (FTC).
14.1 You agree to comply strictly with all applicable laws and regulations including without limitation, Canadian and the U.S. Federal Trade Commission (FTC) regulations and applicable U.S. state regulations regarding your marketing on our behalf.
14.2 The FTC classifies you as an "endorser" for our products or services that you market as our affiliate. Accordingly, you are required to disclose your "material connections" with us in your capacity as our affiliate. This means, among other things, that you should disclose the fact that you are compensated for promoting our products and services. Refer to the following FTC publication for guidance: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking .
14.3 For your website pages and at the bottom of all of your commercial emails, disclose your “material relationship” with the following disclosure:
Affiliate Compensation Disclosure: From time to time, we promote, endorse, or suggest products or services of others. In most cases, we will be compensated, either as an affiliate with a commission based on sales, or with a free product to review or use. Our recommendations are always based on (i) our personal belief in the high quality and value of the product or service, and (ii) our review of the product or service, or a prior relationship or positive experience with the sponsoring person or organization.
14.4 The FTC and various state laws prohibit advertising that is false or misleading. Accordingly, among other things, you are required (i) to substantiate your advertising claims prior to dissemination, and (ii) to state these claims in clear language that is both true and also not misleading. Refer to the following FTC publication for guidance: https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/online-advertising-and-marketing .
15. Representations and Warranties.
15.1 You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement.
15.2S ubject to the other terms and conditions of this Agreement, Agent Legend represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Agent Legend's own business operations or Agent Legend's proprietary products or services.
16.1 In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period.
16.2 Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Agent Legend may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Agent Legend to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
17. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
18. Mutual Indemnification.
18.1 Affiliate hereby agrees to indemnify, defend and hold harmless Agent Legend and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Agent Legend or Client intellectual property, (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links), or (iv) any claim by any governmental or regulatory agency in any jurisdiction.
18.2 Agent Legend hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Agent Legend is not authorized to provide you with the Links.
19. Disclaimers. THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, AGENT LEGEND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AGENT LEGEND DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. AGENT LEGEND EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. AGENT LEGEND DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
20. Limitation of Liability.
20.1 IN NO EVENT SHALL AGENT LEGEND BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEBSITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF AGENT LEGEND.
20.2 IN NO EVENT WILL AGENT LEGEND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AGENT LEGEND HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
20.3 AGENT LEGEND'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, IF ANY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY AGENT LEGEND IN COMMISSIONS DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
21. Governing Law and Miscellaneous.
21.1 This agreement shall be governed by, construed and enforced in accordance with the laws of the State of Tennessee, without regard to principles of conflict of laws.
21.2 Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by Agent Legend to enforce the terms of this Agreement.
21.3 This Agreement contains the entire agreement between Agent Legend and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.
21.4 Affiliate agrees that Agent Legend shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Agent Legend "clicks through" or otherwise indicates its acceptance thereof.
21.5 Affiliate may not assign all or any part of this Agreement without Agent Legend's prior written consent. Agent Legend may assign this Agreement at any time with notice to Affiliate.
21.6 This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 7 (Confidentiality), 8.2 (Limited License and Intellectual Property, 9 (Termination), 10 (Remedies), 11 (Anti-Spam and Anti- Text/SMS Policy), 12 (Fraud), 14 (Regulatory Compliance; The Federal Trade Commission (FTC)); 18. (Mutual Indemnification); 19 (Disclaimers); 20 (Limitation of Liability); 21 (Governing Law and Miscellaneous); and any accrued payment obligations shall survive the termination of this Agreement, subject to the terms and conditions hereof.
21.7 Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties.
21.8 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
21.9 Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
End of Agreement.