Affiliate Program
Terms & Conditions
1. Definitions and Interpretation
- 1.1 In these Terms & Conditions the following terms shall have the following meanings:
- "Business Day" means any day other than Saturday or Sunday that is not a bank or public holiday;
- "Cancellations Policy" means our cancellations policy which can be found at https://www.m4sacademy.measures4successllc.com/terms/;
- "Commencement Date" means the date of your acceptance;
- "Commission Rate" means the percentage of commission paid on net sales revenue set out in Sub-clause 11.2;
- "Confidential Information" Third-party Cookies are not placed by Us; instead, they are placed by third parties that provide services to Us and/or to you. Third-party Cookies may be used by advertising services to serve up tailored advertising to you on Our Site, or by third parties providing analytics services to Us (these Cookies will work in the same way as analytics Cookies described above).
- "Current Term" means the Term that the Parties may be in at any given time;
- "Direct Referral" means a sale of a Service Package to a customer who has been led to our website through your website where that customer can be tracked directly from your site to ours without any further intermediaries;
- "Intellectual Property Rights" means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
- "Registered Email Address" means the email address of the Affiliate as provided in your Registration Data;
- "Registration Data" means the information provided by the Affiliate when registering for enrollment in the Program;
- "Service Package" means a particular set of services available from us through our website as defined in Clause 7; and
- "Term" means the term of the Agreement, as defined in Clause 17 of these Terms & Conditions, during which you shall participate in the Program under the terms and conditions set out in the Agreement.
2. Enrollment in the Program
- 2.1 By enrolling in the Program you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data.
- 2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
- 2.3 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence marketing our goods.
- 2.4 We may, in our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, content on your website that:
- 2.4.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
- 2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
- 2.4.3 is sexually explicit; or
- 2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
3. Company / Affiliate Relationship
- 3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
- 3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
4. Website Links
- 4.1 In your Affiliate Dashboard will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and/or a selection of graphics files to which the HTML code should be applied.
- 4.2 The HTML code as it appears in your Affiliate Dashboard must be copied exactly and not altered in any way. Failure to comply with this condition may result in your receiving no credit for sales of Service Packages that are generated through your website.
- 4.3 Under no circumstances may any of the graphics files provided by us be modified in any way without our prior written authorization. You may not use graphics files of your own to link to our site.
- 4.4 All graphics files that we may provide for use as links may be displayed throughout your website as you deem appropriate, subject to our prior consent (which shall not be unreasonably withheld) which must be obtained in all cases. We reserve the right to request the alteration or removal of a link from your website.
- 4.5 You are required to assume full responsibility to maintain all links to our website from your website.
5. Site Maintenance and Content
Clause 14 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
- 5.2.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
- 5.2.2 facilitates or promotes violence, terrorism, or any other criminal activity;
- 5.2.3 is sexually explicit; or
- 5.2.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
6. Display of Company Information
- 6.3.1 You are responsible for providing us with full and accurate account information and for keeping that information up to date. Such information might include but is not limited to: contact details, payment details, tax information and any other details we may require. We reserve the right to request additional data regarding all the websites where you promote Measures4Success, LLC and the promotional practices you use. Failure to provide accurate information may result in exclusion from the Program, suspension or termination of your Affiliate account and forfeiture of any commissions.
- 6.3.2 You should not create more than one Affiliate account.
- 6.3.3 You should act in good faith to refer customers in good standing.
- 6.3.4 You cannot refer yourself, and you will not receive a commission on your own accounts. You should not use our Program to refer companies that you own or in which you have shares or other interests.
- 6.3.5 You should not take actions or make recommendations to your referrals that result in a potential revenue loss for Measures4Success, LLC.
- 6.3.6 You should not engage in incentivized programs and business-opportunity sites, using marketing practices that might be unethical or likely to attract customers, not in good standing.
- 6.3.7 You should not use on behalf of your referrals or encourage your referrals to use on their Measures4Success, LLC accounts any copyrighted or third-party material without the proper licenses.
- 6.3.8 You should not copy, alter or modify any icons, buttons, banners, graphics, files or content contained in Measures4Success, LLC’ Links, including but not limited to removing or altering any copyright or trademark notices, without prior written approval from us.
- 6.3.9 You should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for Measures4Success, LLC.
- 6.3.10 Post ads on offensive, illegal, hateful, pornographic, or otherwise distasteful websites.
- 6.3.11 You agree not to violate any applicable law.
- 6.3.12 If we detect a pattern in your affiliate practices that in our reasonable opinion violates any aspect of the T&C, we reserve the right to suspend or terminate your affiliate account and cancel all outstanding commission payments due.
- 6.4.1 Using any illegal or spam method of advertising, e.g. unsolicited email, an unauthorized placing of the link in forums, newsgroups, message boards etc.;
- 6.4.2 Bidding on keywords and phrases containing the “Measures4Success, LLC” trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the Measures4Success, LLC Website(s) as display URL in PPC ads and to direct-link or redirect to the Measures4Success, LLC Website(s);
- 6.4.3 Using non-unique copyright infringing content to promote Measures4Success, LLC;
- 6.4.4 Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
- 6.4.5 Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
- 6.4.6 Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
- 6.4.7 Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
- 6.4.8 Using iframes or any other techniques or technology that places your affiliate tracking cookie by any means other than an actual click-through;
- 6.4.9 Using link cloaking or masking techniques or technology with the goal to promote Measures4Success, LLC on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
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6.4.10 Your website(s) or social media platforms must NOT contain lewd, obscene, illegal or pornographic material or any other material that is deemed to be objectionable. This includes, but is not limited to:
- Disparages of the Merchant, Measures4Success, LLC or their clients, competitors or any respective products or services.
- Violation or infringes upon the intellectual property, or other rights of a third party including but not limited to third party trademarks, logos, and/or brand names.
- Infringe or violate intellectual property rights including copyright, and trademarks of the Merchant, Measures4Success, LLC, and their clients.
- The promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity or age;
- Bigotry, racism, sexism, hatred, tortious, defamatory, slanderous, libelous, or harm against any group or individual.
- Hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature that contains any nudity or any sexually explicit, lewd, offensive, disparaging, or any other inappropriate content. The designation of any materials as such is subject to our reasonable opinion.
- Promoting violence, illegal activities, illegal drugs, firearms/weapons, or the use of any foregoing.
- Promoting any activities that may appear to be unsafe, dangerous, or unlawful.
- Communicates messages or images inconsistent with the positive images and goodwill which the Merchant, and Measures4Success, LLC and their clients wish to be associated with.
- Lists coupons, discounts, or links that were not provided by Measures4Success, LLC directly.
- 6.4.11 Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the “Measures4Success, LLC” trademark or any other variations or misspellings confusingly similar to Measures4Success, LLC trademark, name, logo or domain name, without our prior approval;
- 6.4.12 Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names, unless you have been duly authorized by the trademark owner.
- 6.4.13 Measures4Success, LLC shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in warning, suspension or termination of your affiliate account and cancellation of all outstanding commission payments due.
7. Service Packages
8. Customer Referral Requirements
9. Orders
10. Affiliate Sales Reporting
- 10.1 We will track the following elements of all sales:
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10.1.1 origin;
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10.1.2 Service Package selected; and
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10.1.3 revenue generated.
11. Commission and Referral Fees
- 11.2.1 Notwithstanding Sub-clause 11.2.3 all sales that result from Direct Referrals will attract a commission of 30%.
- 11.2.2 In the event that a customer resulting from a Direct Referral renews a Service Package upon the initial sale for which you earned Commission, such a renewal will attract a commission of 30%. Where a customer does not renew a Service Package at the end of that package’s original term but reactivates that Service Package at a later time, Sub-clause 11.2.3 shall apply.
- 11.2.3 Cookies and IP logs will identify customers that have previously been referred through your website. In the event that such customers are identified, sales that do not fall within Sub-clause 11.2.2 will (unless referred directly from another affiliate’s website) attract a commission of 30%.
12. Income Taxes (US only)
Submission of Electronic W-9. (US Only) Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or
(b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.
IRS W-9 Information (for US only)
For the United States only, the Tax ID number must match the name as shown on your income tax return to avoid backup withholding. For individuals, this is your social security number.
Please verify the information submitted on your enrollment form. If correct, acknowledge by checking the box below, which will serve as your digital signature. For further information, please see the official IRS W-9 form instructions: http://www.irs.gov/pub/irs-pdf/fw9.pdf
13. Trade Marks
- 12.4.1 our Trade Marks shall remain the property of Measures4Success, LLC, unless and until we assign those marks to a third party;
- 12.4.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our Trade Marks on you; and
- 12.4.3 you shall not contest the validity of our trade marks.
14. Intellectual Property
15. Affiliate Warranties and Indemnity
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14.1.1 Your website does not and will not contain any content that:
- a) is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
- b) facilitates or promotes violence, terrorism, or any other criminal activity;
- c) is sexually explicit; or
- d) infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
- 14.1.2 Your website is and shall remain functional and, subject to the provisions of Clause 19 of these Terms & Conditions, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
- 14.1.3 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
- 14.1.4 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and
- 14.1.5 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.
- 14.2.1 breach of any warranty given by you in relation to your website;
- 14.2.2 any claim that your website infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and
- 14.2.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.
16. Disclaimers
17. Liability
18. Term and Termination
- 17.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unremedied 10 Business Days after receiving written notice of that breach; or
- 17.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
19. Confidentiality
- 18.1.1 at the time of its acquisition was in the public domain; or
- 18.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
- 18.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
- 18.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and
- 18.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.
20. Force Majeure
21. Severance
22. Notice
23. General
The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.
24. General
- 24.2 Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of United States, District of Columbia.