PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us, The Engaged Legal Collective (“ELC”) in relation to affiliate marketing relationship. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is “legalese” but we have tried to make it as straightforward as possible.
This agreement (the “Agreement”) applies to your participation in our affiliate program (the “Affiliate Program”). You cannot participate in the Affiliate Program without agreeing to these terms.
We periodically update this Agreement. We might also choose to replace some of the terms herein if the Affiliate Program changes or ends. If we update or replace the terms, we will let you know via email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
THE QUICK AND DIRTY:
How much do I make?
You'll make 30% of each sale when a customer uses your link or code. The customer will get 20% off. Win-win!
When do you pay me?
We will pay you monthly, after a thirty (30) day post-purchase period.
For example, someone purchases a product with your code September 15. You'll have one thirty-day waiting period (for processing, returns, etc.) which would put you at October 15. However, we pay out on the 30th of the month, so you'd receive your payment October 30th. Make sense?
How do you pay me?
We pay via PayPal . If you need a different arrangement, please ask us.
What can I say to promote your products?
We have one rule: Be truthful. Follow this rule, and you'll be a-ok. Some "guiding principals:"
Never promise a product will keep someone 100% "legally safe." That's just never the case. No contract, template, guide, or otherwise will keep people 100% in the clear. If anyone with similar products or services claims otherwise, you need to run!
Avoid words like "bulletproof" and "totally protected" for the reasons stated above. Laws are always changing.
Always make clear that the ENGAGED LEGAL COLLECTIVE isn't a law firm, and I am not your lawyer. We are an educational resource for wedding professionals.
Always disclose an affiliate relationship, whether it's on instagram, your blog, or your website. Just note that you're using affiliate links, and we'll be good to go.
Can I request my own custom code?
Yep. You sure can. You just have to email us at email@example.com in order to make sure we have the correct code in our system!!
We, The ENGAGED LEGAL COLLECTIVE, LLC, make no income/financial claims, nor guarantee of any kind regarding the potential income that can be generated through your participation in this affiliate program or the purchase of any of our products. Past results are not an indication of or promise as to your results. There is no guarantee you will earn any money using any of our materials or this affiliate program, and your revenue is dependent solely on you and your actions or non-actions. For all disclaimers, terms, conditions and privacy policies, review our Terms of Service.
“ELC Affiliate” means a company owned, operated or controlled by ELC.
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Action” means any claim, suit, action, or proceeding.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via GoAffPro.
““Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“GoAffPro” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described on the Program Policies Page for each Customer Transaction.
“Customer” means the authorized actual user of the ELC Products who has purchased the ELC products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
"Customer Data" means all information that Customer submits or collects via the ELC Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the ELC Products.
“Disclosing Party” means a Party disclosing confidential or proprietary information
"ELC Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“ELC Products” means both the Subscription Service and Other Products.
“Program Policies Page” means the landing page: https://www.ELC.com/partners/affiliates/program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program.
“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“Receiving Party” means any party receiving disclosed confidential or proprietary information.
“Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.ELC.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", “our”, and “ELC” means ELC, Inc.
“You” and “Affiliate” means the party, other than ELC, entering into this Agreement and participating in the Affiliate Program.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision ELC with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a ELC Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in GoAffPro all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with ELC’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase ELC products for yourself.
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
Affiliate Program Limits. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead or using the Affiliate Code made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.
Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have been completed, processed, and successfully paid.
You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or ELC Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of GoAffPro or by any other means that we deem to breach the spirit of the Affiliate Program.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by ELC. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase a product within within the time period described on the Program Policies Page of their click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
Commission and Payment. Requirements for Payment; Forfeiture.
In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through GoAffPro); (ii) completed all steps necessary to create your account in GoAffPro in accordance with our directions, (iii) have a valid and up-to-date Paypal account listed in GoAffPro, and have (iv) completed any and all required tax documentation in order for ELC to process any payments that may be owed to you.
Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 5(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Payment. We, or a ELC Affiliate, will pay the Commission amount due under this Agreement on the first day of the month after a thirty (30) day satisfaction-guaranteed period. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us for any reason.
We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Program Policies Page.
Training and Support
Affiliate Training and Support. We may make available to you, without charge, various resources as part of our Affiliate Program. If we make such resources available to you, we encourage you to participate.
This Agreement does not create an exclusive agreement between you and us (although we love you a lot!). Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, implementation and use of similar services and products of third parties.
During the term of this Agreement, in the event that we make our trademark THE ENGAGED LEGAL COLLECTIVE available to you, you may use the trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
ELC’s Proprietary Rights.
No license to any Products or trademarks is granted by this Agreement. The ELC Products are protected by intellectual property laws. The ELC Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the ELC Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the ELC Content, or the ELC Products in whole or in part, by any means, except as expressly authorized in writing by us. The ELC logos and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the ELC Products, provide suggestions for improving them. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the ELC Products, without additional payment to you.
As used herein, “Confidential Information” means all confidential information disclosed by a Disclosing Party to a Receiving Party (i) whether orally or in writing, that is designated as confidential, and (ii) ELC customer information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests related to sending any marketing materials promoting the ELC Products.
Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement at any time. You may terminate this Agreement by cancelling your participation in the Affiliate Program. We may terminate this Agreement by revoking your access to the GoAffPro platform and notifying you by email.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days notice to us.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you if, at our sole discretion, the Affiliate Program ceases to operate, or (ii) immediately, if you have represented the ELC Products in violation of this Agreement, or (iii) immediately if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Upon the expiration or termination of this Agreement, we will pay you fees on Customer Transactions recognized by us for thirty (30) days after the date of such termination or expiration. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete any collateral that we make available to you for your participation in the Affiliate Program.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated, should one be in place.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and other affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of GoAffPro, (e) your use of the Affiliate Marks, or (f) your representation of the ELC Products. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AFFILIATE PROGRAM OR GOAFFPRO FOR ANY PURPOSE.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. Liability under this Agreement is limited to the amount of the commissions earned by you within the last twelve (12) months. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 720 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, ELC SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
Amendment. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via GoAffPro and we will notify you by email. The updated Agreement will become effective and binding on the next business day after we have notified you, unless you choose to reject the updated terms by removing yourself from the Affiliate Program. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate described above.
Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regards to conflicts of laws. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the local, state and federal courts in Henrico County, Virginia.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by force majeure event, including an act God; acts of war, hostility, or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You and any agents or third parties working on your behalf MUST comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be severed and the remainder of this Agreement will continue in full force and effect.
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
The Engaged Legal Collective
2029 W Broad Street
Richmond, VA 23230
To you: Your address as provided in our affiliate account information for you, which you agree to keep updated.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
Entire Agreement. This Agreement is the entire agreement between us relating to the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. Our obligations are not contingent on any oral or written public comments made by us regarding future functionality or features of the ELC Products.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, acquisition, sale of all or substantially all of its assets, or change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, or other reason, at our sole discretion.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies Page. We may change the Program Policies from time to time.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the ELC Products, our trademarks, or any other property or right of ours. You cannot reproduce, alter, change, or otherwise violate your license to any of the ELC Products without express permission.
Sales by ELC. This Agreement shall in no way limit our right to sell the ELC Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
This Section entitled "Privacy" shall have the following Definitions:
(a) "controller," "processor," "data subject," and "processing" (and "process") shall have the meanings given to them in Applicable Data Protection Law;
(b) "Applicable Data Protection Law" means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, CalOPPA and the EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time);
(c) "EU Data Protection Law" means: (i) the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and
(d) "Personal Data" means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing.
The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties.
Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, ELC shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Marketing Affiliate Program.
Compliance with law.
Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party's compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfills the requirements of Applicable Data Protection Law.
Where Applicable Data Protection Law in the European Economic Area ("EEA"), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the "EU'), applies to the Personal Data ("EU Personal Data"), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to ELC and ELC is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), ELC agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) ("Model Clauses"), which are incorporated by reference in, and form an integral part of, this Addendum. ELC agrees that it is a "data importer" and the Marketing Affiliate is the "data exporter" under the Model Clauses (notwithstanding that ELC may be an entity located outside of the EEA).
Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a "Security Incident") and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay, and in no instance less than 72 hours, after becoming aware of any breach of EU Data Protection Law or Applicable Data Protection Law.
PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.