Affiliate Agreement
This AFFILIATE AGREEMENT (“Agreement”) is an agreement between WorthPoint Corporation (“WorthPoint” ), a corporation with its principal place of business at 5 Concourse Parkway, Suite 2900 Atlanta, Georgia 30328 and the business by which the individual accepting this Agreement is employed or otherwise engaged (“Affiliate”) (collectively herein referred to as “Party” or “Parties”).
RECITALS:
WHEREAS, WorthPoint has a web-hosted subscription program called WorthPoint’s Website (hereinafter “WorthPoint Website”); and
WHEREAS, WorthPoint is willing to allow the Affiliate to sell discounted memberships for the WorthPoint Website to the Affiliate’s members and prospects (hereinafter “Memberships”); and
WHEREAS, the Affiliate wishes to procure the right to market and sell memberships to WorthPoint to its members under the terms and conditions of this Agreement;
NOW, THEREFORE, WorthPoint and the Affiliate agree as follows:
1. Term
a. This Agreement shall become effective upon the execution by the Parties hereto and shall continue in full force and effect until terminated pursuant to section 13.
2. Relationship of Parties
a. WorthPoint and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on WorthPoint Corporation’s behalf. The Affiliate will not make any statement, whether on the Affiliate’s site or otherwise, that would reasonably contradict this statement.
3. Payment Schedule and Process
a. If WorthPoint obtains a subscriber sign-up via the link provided to the Affiliate by WorthPoint, then the Affiliate shall receive 10% of the subscription plan that the subscribes signed up for and the Affiliate will continue to receive 10% every month for the life of the plan.
b. If the subscriber signs up for one of WorthPoint’s monthly plans, then WorthPoint shall pay the Affiliate quarterly for accounts once they reach a total of $250.00 or more. If a full calendar year passes, whatever amount is in the account is paid to the Affiliate in January of the following year. The payment schedule for each quarter is as follows:
i. Quarter 1 (January, February, March) – payments will be made in April
ii. Quarter 2 (April, May, June) – payments will be made in July
iii. Quarter 3 (July, August, September) – payments will be made in October
iv. Quarter 4 (October, November, December) – payments will be made in January
c. If the subscription plan is an annual plan, then the referring Affiliate will receive a one time 10% commission until the following year when the subscriber renews, and then the Affiliate will receive an additional 10% at that time, and so on.
4. Affiliate Business Expenses
a. The Affiliate is solely and fully responsible for any and all costs and expenses the Affiliate incurs in the marketing of WorthPoint’s products and services and WorthPoint’s Affiliate Program.
5. Promotions:
a. WorthPoint shall be running promotions at various times throughout the year. In the event WorthPoint has a promotion, WorthPoint will notify the Affiliate, via email, with the code they can use during the promotion. Unless provided by WorthPoint, no additional discounts will be offered in-between sale dates.
6. Affiliate Participation in the Affiliate Program
a. Affiliate accounts shall maintain good standing with WorthPoint in order to stay within the program and receive any payments in accordance with Section 3.
b. The Affiliate agrees to participate in this affiliate program and use the information and output produced by WorthPoint’s website at the Affiliate’s own risk.
c. WorthPoint reserves the right to not accept any Affiliate into the Affiliate Program based on the Affiliate applicant having website content that in WorthPoint’s sole discretion is not suitable for the Affiliate Program for any reason, including, harmful, threatening, defamatory, obscene, sexually explicit, harassing or racially, ethically or otherwise objectionable. Websites that do not qualify for the Affiliate Program include sites which: promote illegal activities; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promote sexually explicit materials; and/or infringe or otherwise violate any copyright, trademark, or other intellectual property rights of a third party.
7. WorthPoint Representation and Warranties
a. WorthPoint makes no express or implied warranties or representations with respect to the Affiliate Program or the Affiliate’s potential to earn income from the Affiliate Program.
b. WorthPoint makes no representation that the operation of WorthPoint’s website will be uninterrupted or error-free, and WorthPoint will not be liable for the consequences of any interruptions or errors.
8. WorthPoint Property
a. The Affiliate agrees to receive emails from WorthPoint, including but not limited to, promotional materials, newsletters and other correspondence. The Affiliate agrees to only market and promote WorthPoint products and services as supplied to the Affiliate by WorthPoint for the Affiliate to use in marketing the software. The Affiliate will make no claims regarding potential income, savings, legal compliance, earnings, products or services beyond what is stated by WorthPoint or WorthPoint’s Website.
9. Members
a. Those who purchase memberships through the Affiliate Program will be deemed Members of WorthPoint. Accordingly, all rules, policies and operating procedures concerning customer service will apply to those Members, including WorthPoint’s Terms of Use. WorthPoint may change its policies and operating procedures at any time. Features and availability of WorthPoint’s products and services may vary from time to time.
10. Restrictions on Use
a. The Affiliate agrees that they will not by any means:
i. Write or develop any derivative program based upon the confidential information provided by WorthPoint as defined in section 16;
ii. Use the WorthPoint Website for any other purpose than to demonstrate to potential Members, or use WorthPoint’s Website in the ordinary course of business as an authorized end user who has purchased a valid end user license; and
iii. Disclose, make available or permit use by anyone outside of the Affiliate’s employees and legitimate Members who have memberships to WorthPoint’s Website.
11. Publicity and Updating Materials
a. In the event WorthPoint update’s its brand, logos, banner ads, or similar WorthPoint marketing materials, WorthPoint shall provide Affiliate with the updated materials. The Affiliate shall use the updated materials received from WorthPoint and replace any old materials being used within 30 days of receipt of the materials.
12. Relationship of Parties
a. WorthPoint and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on WorthPoint Corporation’s behalf. The Affiliate will not make any statement, whether on the Affiliate’s site or otherwise, that would reasonably contradict this statement.
13. Termination
a. Either Party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all rights granted hereunder shall immediately terminate and the Affiliate will immediately cease use of, and remove from Affiliate’s website, all links to WorthPoint’s Website and all other materials provided in connection with this Agreement, if any. The Affiliate is only eligible to earn revenue for sales of Memberships made during the Term. The Affiliate shall be strictly prohibited from making further sales of Memberships and collecting further money that accrued after the termination of this Agreement.
b. If for any reason the Affiliate decides to quit the affiliate program and still have monies owed, then they will be paid up to the date their account is terminated. After termination all sales from the Affiliate’s account will be voided as 10% commissions reflecting back to WorthPoint.
14. Disparagement
a. The Affiliate further agrees not to disparage WorthPoint, its products and services, or other Affiliates in any manner. The Affiliate understands that disparagement may result in the immediate termination of the Affiliate account.
15. Limitation of Liability
a. In no event will WorthPoint be liable for any indirect, punitive, special, exemplary, incidental or consequential damages in connection with or arising out of this Agreement, including loss of business, profits, use, data, or other economic advantage, however it arise, whether for breach of this Agreement or in tort, even if WorthPoint has been previously advised of the possibility of such damage. In no event shall WorthPoint’s aggregate liability arising out of or in connection with this Agreement exceed the amounts paid by Affiliate to WorthPoint under this Agreement giving rise to such liability. This section shall survive the termination of this Agreement for any reason.
16. Indemnification
a. The Affiliate agrees to hold WorthPoint, its officers, directors, agents, employees, related companies and other affiliates harmless from the same. The Affiliate further agrees to defend, indemnify and hold WorthPoint, its officers, directors, agents, employees, related companies and other affiliates harmless against any and all costs, expenses and losses (including reasonable attorneys’ fees and costs) arising from the Affiliate’s breach of this Agreement, and from the Affiliate’s use of the data displayed by or entered into the Software, as well as from the Affiliate’s use of the information described on the website and the Affiliate Program in general. This section shall survive the termination of this Agreement for any reason.
17. Confidentiality
a. The Parties acknowledge the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
18. Assignment
a. This Agreement and all rights and obligations hereunder may not be assigned or transferred by either party without prior written consent of the other party.
19. Modifications
a. WorthPoint reserves the right to amend this agreement anytime, as needed, and the Affiliate agrees that any and all such amendments will apply to the Affiliate. The continuation of the Affiliate status, promoting or marketing the WorthPoint, its products and services or the Affiliate’s payment of additional License Fees, shall constitute the Affiliate’s acceptance of any and all amendments.
