By registering as an Affiliate, you agree to the terms and conditions of the following Affiliate Agreement.
This Affiliate Agreement (this “Agreement”) is entered into by and between TLE Enterprises LLC d/b/a The Lonely Entrepreneur or www.lonelyentrepreneur.com (“TLE” or “Us” or “We”), and you, as a participant in the TLE Affiliate Program, as hereinafter defined (“Affiliate” or “You”).
WHEREAS, TLE has created a program (the “TLE Affiliate Program”) whereby Affiliates (as defined below) can earn Commissions (as defined below) on sales of the Affiliate Products and Services (as defined below) and you have indicated your desire to enroll into the TLE Affiliate Program as a Affiliate.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
- Definitions. The following is a list of defined terms used throughout this Agreement.
- Affiliate. An individual or entity that registers with TLE in the TLE Affiliate Program and agrees to offer theAffiliate Products and Services to potential purchasers to earn Commissions (as defined herein).
- Affiliate Link. A unique hyperlink associated with your TLE Account (as defined herein). that when clicked on serves TLE’s website to the user’s browser and tracks individuals who have used the link for to track purchases of the Affiliate Products and Services associated with your TLE Account. The Link may be in the form of text, image, button, banner, or any other format acceptable to TLE.
- Affiliate Product and Services. The products and services offered by TLE that it has made eligible for the TLE Affliate Program as specified on the Site. If no products or services are offered on the Site, this shall include the Affiliate Products and Services.
- Commission. The commission on the sale of each Purchase as described in more detail below at the rate specified on the Site as “Affiliate Commission” or if the Site does not specify this rate, a rate of twenty percent (20%) of the amount received by TLE for the Purchase.
- Cookie Period. The time between a user clicking on your Affiliate Link and then they actually purchase the Affiliate Products and Services.
- Purchaser. An individual or entity that purchases theAffiliate Products and Services.
- Purchase. A purchase of an Affiliate Product and Service by a Purchaser.
- Site. www.lonelyentrepreneur.com and the website for the Affiliate Products and Services platform.
- TLE Community Membership. Membership in the TLE community that offers Purchasers the benefits of community, content, courses (online) and conversations as detailed on the Site.
- 3rd Party. An individual or entity through which you offer Affiliate Products and Services.
- The Service. The TLE Affiliate Program enables Affiliates to earn Commissions as detailed in the Paragraph entitled “Commissions and Payment” by marketing theAffiliate Products and Services to potential Purchasers who make Purchases of theAffiliate Products and Services using your Affiliate Link. By registering for the TLE Affiliate Program, you agree to abide by the terms and conditions in this Agreement.
- Affiliate Link to Track Purchases. After signing up and being approved as an Affiliate, you will receive your unique Affiliate Link which you will use to advertise and promote theAffiliate Products and Services. When someone clicks through this URL, a cookie will be set in their browser with your Affiliate ID and their IP address may also be logged with your Affiliate ID. You shall be compensated for all Purchases made by Purchasers via the Affiliate Link that commence within the Cookie Period.In order to receive proper credit for sales, a person or entity must purchase through your unique Affiliate URL as described above. Masking or cloaking of the links (whether done by software or by a script, and sometimes referred to as “Affiliate link cloaking”) may or may not work with parts of the Affiliate program. TLE allows masking or cloaking but you must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed. For the purposes of this Agreement, a “Bona Fide Click-Through” shall be defined as any successful attempt by a visitor of the Affiliate’s website to click on the link within the promotional materials on the Affiliate’s website and to visit TLEs website. TLEs shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs. The Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Company’s website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage the Affiliate’s employees, agents, customers, or other persons to click the link to TLE’s website for any purpose other than the promotion of the services and/or products offered through TLE’s website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to TLE’s website.
- Offering The Service to Potential Purchasers. Affiliate shall use commercially reasonable efforts to inform potential Purchasers of Affiliate Products and Services using the marketing tools to enable You to offer the Affiliate Products and Services to potential Purchasers or via your own marketing tools.
- Registration as An Affiliate. In order to register as an Affiliate and to participate in the Affiliate Program, you must be at least eighteen (18) years of age and must complete the required application form found on the Site, which requires supplying a name, username and password that You use to access Your account within the Affiliate Program (Your “TLE Account”), providing an e-mail address associated with the PayPal account to which you wish payments due to you hereunder to be made as detailed in the Paragraph entitled “Commissions and Payment” and providing various other information. You agree that TLE may rely on any data, information, notice or request furnished to TLE by You. TLE reserves the right, in its sole and absolute discretion, to (i) deny any person or entity the right to participate in the Affiliate Program and/or (ii) terminate any person or entity’s participation in the Affiliate Program at any time.
- Commissions and Payment.
- PayPal Account. In order to be eligible to participate in the Affiliate Program, You must register and create an account with PayPal (Your “PayPal Account”), which includes supplying all information required and complying with all terms outlined by PayPal. You acknowledge and agree that all payments through the Affiliate Program are processed through PayPal to Your PayPal Account and are subject to all terms and conditions provided on the PayPal website. In no event does TLE make any representations or warranties relating to the PayPal website, Your PayPal Account, or any payments through such account; nor is TLE liable in for any error or omission on the part of PayPal.
- Commission Amount. You will receive the Commission for each Purchase that is consummated via your Affiliate Link at the rate defined above in the section entitled “Definitions – Commission”. For You to receive a Commission, the Purchaser must complete an order on theAffiliate Products and Services checkout page, must complete the relevant form on the PayPal website, and must remit payment for the Affiliate Products and Services. For each Purchase, you will receive the Commission regardless of the pricing option the Purchaser chooses (i.e., whether the Purchaser chooses to pay for the Affiliate Products and Services on a monthly basis or in a one-time annual payment or in some other pricing option).
- Payment Terms. You will receive Commission payments to your PayPal Account within thirty (30) days of the end of the month during with the Purchase occurred. For example, if a Purchase is completed on June 20, you will receive payment on July 31.
- Excluded Transactions. Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason. We are not responsible for paying interest to Affiliates for accrued but not yet delivered Commission payments. If a transaction incurs a charge-back, or if an online transaction is not completed in any way, no Commission payment is due to the Affiliate. If a commission has already been paid, then it will be deducted from an active Affiliate’s future Commissions.
- Tracking Your Sales. You will be able to track Purchases associated with your TLE Account and associated Commission payments by logging into to your TLE Account and accessing the administrative link at the Site.
- 3rd Party. As a registered Affiliate in the TLE Affiliate Program, You will have the opportunity to arrange with 3rd parties to place your Affiliate Link, via links, banner ads, and related materials advertising TLE’s Community Membership. You are free to place such links and related materials on 3rd Party websites or other media as You see fit, provided that You may not so place with any 3rd Party that in TLE’s sole discretion may discredit the TLE brand, including without limitation, X-rated sites and sites that contain or promote sexually explicit materials; sites that promote violence or discord; sites that promote discrimination based on race, religion, nationality, disability, sexual orientation or age; sites that promote illegal activity, including hacking; or sites that violate intellectual property rights.
- Communication. TLE reserves the right to send e-mails to You at the e-mail address You provide for your TLE Account and to otherwise communicate with You for purposes related to the Affiliate Program, including, but not limited to, informing You of changes or additions to the Affiliate Program, the Site or this Agreement.
- Termination. The term of this Agreement shall commence on the Effective Date and shall continue until either party terminates this Agreement as provided herein or if your account is inactive in any continuous twelve month period. .
- Either party may terminate this Agreement for convenience and without cause upon 30 days’ prior written notice to the other party.
- An Affiliate may terminate this agreement at any time, and for any reason, by writing to or emailing TLE at the email address listed on the Site.
- TLE may terminate any person or entity’s participation in the Affiliate Program at any time. and for any reason, by writing to Affiliate at the email address listed in the Affiliate’s Account, with 30 days notice.
- TLE may terminate this Agreement immediately “for cause” for any breach of this Agreement, including, without limitation, a violation of this Agreement or the Site’s other terms, conditions, and policies, if We determine that You have (i) sent SPAM or Unsolicited Commercial E-mail in connection with the Affiliate Program (ii) offered your Affiliate Link in violation of the Paragraph entitled “3rd Parties” or (ii) violated provisions of the Paragraphs entitled “License,and Intellectual Property” or “Confidentiality.”
In the event of any termination of this Agreement other than for cause, TLE agrees to pay Affiliate for any purchases that are completed by Purchasers prior to the termination of the Agreement.In the event of any termination of this Agreement for cause, Affiliate shall forfeit all right to any Commissions then due.
- License and Intellectual Property. TLE grants Affiliate a revocable, non-transferable, non sublicensable, nonexclusive, limited license to use and host your Affiliate Link, links to the Site and TLE marketing materials on Affiliate’s and 3rd Party websites and any other media used for the purpose of performing services pursuant to this Agreement. Affiliate acknowledges and agrees that Affiliate does not have, nor will it claim, any right, title or interest in (i) TLE’s proprietary software or any of its websites or links or other marketing materials of TLE, (ii) any content, software, applications, data, methods of doing business or any elements thereof, or (iii) any content provided by TLE in the Affiliate Products and Services. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from TLE that allows TLE to measure advertisement performance and provide its services. Notwithstanding the foregoing, the registered and unregistered trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, content or other indicia of trade origin of TLE may not be used in connection with any business, product, or service whose source is not TLE, in any manner that is likely to be competitive with TLE, cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits TLE or any of its Affiliates. All content on the Site, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site, as well as all software used on the Site, is the property of TLE, and is protected by United States and international copyright laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express written consent of TLE. To the extent you have in any manner violated or threatened to violate TLE’s intellectual property rights, TLE may seek injunctive or other appropriate relief in any court located in Hudson County, New Jersey, United States, and you consent to exclusive jurisdiction and venue in such courts. Use of TLE Site is unauthorized in any jurisdiction that does not give effect to all provisions of the Site’s terms, conditions, and other policies including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TLE as a result of this agreement or use of the Site, products, and/or services. TLE’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TLE’s right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
- Reverse Engineering. Affiliate will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, content or other information from any of the Affiliate Products and Services or the Site (collectively, “Reverse Engineering”) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, Affiliate may engage in Reverse Engineering solely for purposes of obtaining such information to the limited extent required by such law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Affiliate has first requested such information from TLE and TLE failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by Affiliate under this section is confidential information of TLE subject to the obligations of the Paragraph entitled “Confidentiality” and may only be used by Affiliate for the purpose described in this section, and will not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Affiliate Products and Services or the Site.
- Confidential Information. In the course of this Agreement, each party may have access to confidential and proprietary information (“Confidential Information”) relating to the Affiliate, TLE or 3rd Parties. Each party agrees not to disclose or disseminate the Confidential Information without prior express written consent from the relevant party to whom such Confidential Information relates, except to the extent required by law. The term “Confidential Information” shall include, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated content, services, products, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services. However, Confidential Information shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without such receiving party’s knowledge of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.
- Waiver of Warranties. TLE DOES NOT OFFER ANY WARRANTIES WITH RESPECT TO THE TLE AFFILIATE PROGRAM, THE SITE OR THE SERVICES PROVIDED BY TLE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS.
- Limitation of Liability and Release. Except for TLE’s obligations to remit Commission payments hereunder, under no circumstances will TLE be liable for any direct damages arising out of or related to this agreement, Affiliate’s participation in the Affiliate Program, and/or any access to, use, inability to use or the results of use of the Site whether based on warranty, contract, tort, negligence, strict liability, indemnification, defense, or any other legal theory or combination of legal theories and whether or not TLE was advised of the possibility of such damages, and Affiliate hereby releases TLE from all such claims. IN NO EVENT WILL TLE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES OR OTHER ECONOMIC LOSSES, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CA– USE OR COMBINATION OF CA– USES, INCLUDING ANY THEORIES OF CONCURRENT LIABILITY ARISING FROM A DUTY OF CARE BY OPERATION OF LAW OR OTHERWISE, AND AFFILIATE HEREBY RELEASES TLE FROM ALL SUCH CLAIMS. IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE AFFILIATE AGREEMENT AND SITE TERMS, CONDITIONS, AND OTHER POLICIES INCORPORATED BY REFERENCE ARE HELD TO BE UNENFORCEABLE, TLE’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY HEREUNDER.
- Records. TLE shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to the Affiliate. The Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to the Affiliate in any period or periods shall be rectified by TLE within 14 days of discovering such discrepancy.
- Income Tax Liabilities. Each Affiliate acts as an independent contractor and as such is responsible for any or all United States, state, or foreign income taxes and any other tax liabilities that affect or concern the sales of the products or services, in the Affiliate’s state or location. It is the Affiliate’s sole responsibility, and not the responsibility of TLE, to take any steps necessary to recover these sums under the Tax Code and other applicable laws and regulations.
- Investigations by Law Enforcement or Government Agencies. TLE reserves the right to reject any Affiliate application or immediately terminate any Affiliate from the Program who has ever been investigated by any law enforcement or government agency for the Affiliate’s marketing or advertising practices in online or offline business ventures. Every applicant for the Program must make full disclosure to TLE of any such investigations, including the results of such investigations so that TLE can make an informed decision as to whether the applicant is eligible for the Program. Once an applicant is approved, the applicant must also make full disclosure to