Affiliate Program Terms
This Mater Advertising Agreement (“Agreement”) is entered into and by and between M Lee LLC, d/b/a TaxElm (“TE” or “Company”) and the Affiliate (“Affiliate”), each of which is referred to herein separately as a “party” and jointly as the “parties”. TE and Affiliate, desiring to enter into a legally binding contract, do hereby agree as follows:
- Term. The term of this agreement shall automatically renew every month unless terminated earlier, by either Party, is accordance with this agreement. TE or Affiliate may terminate this agreement immediately with the other party violates any of the terms in this agreement. TE or Affiliate may also terminate this agreement for any reason provided that the party wishing to terminate provides 48 (forty eight) hours notice by email.
- Affiliate Compensation.
a. Company Will Pay for Valid Sales. Company agrees to compensate Affiliate on a cost per sale basis on a monthly basis. Modifications to payment rates can only occur if both parties agree in writing to modified payment rates. Company will compensate Affiliate on a per Valid Sale basis for all sales generated through their affiliate link.
b. Company Will Track Valid Sales. Company will track Valid Sales on Company’s Online Reporting System. This system allows for real-time reporting of valid sales. Company agrees to pay Affiliate within fifteen (15) days of receiving the invoice for Valid Sales received in the prior month.
c. Definition of “Valid Sale”. As used herein, a “Valid Sale” is generated when an individual signs up for a Company plan. If the individual is a current or previous customer, the sale will not be considered valid. Individuals’ payment must be approved and accepted to constitute a valid sale. All individual refunds or chargebacks will constitute the sale as not valid and will be removed from Affiliate compensation.
- Intellectual Property. Company retains all ownership and intellectual property rights to contents of the email, onsite content, and Sale Registration forms.
- Fraud. Fraud will not be tolerated. If Affiliate, sub-affiliates, associated providers, or any other agents fraudulently or deceptively adds sale or inflates sales by fraudulent generation (as determined solely by Company), Affiliate will forfeit its entire compensation for all campaigns where fraud was identified by the Company, and this Agreement will be subject to immediate termination.
- Advertising Guidelines.
a. To the extent the advertising involves email, the Affiliate shall comply with all applicable state and federal laws and regulations including but not limited to the Can-Spam Act of 2003 (the “Act”). The Affiliate will not send unsolicited email (“spam”) mentioning or promoting the campaign. All emails sent by Affiliate must include a functional unsubscribe option. Each email must contain opt-out instructions.
b. All Affiliate advertising efforts shall comply with all applicable state and federal laws and regulations. Any unlawful advertising techniques or practices will lead to immediate termination of this Agreement and compensation. Information will then be released to the necessary governmental bodies for reporting.
c. No advertisement or landing page related to the campaign may be placed on the following types of sites: joke sites, religious sites, pornographic sites, sites that promote sexually explicit or obscene materials, promote violence, hate or discrimination of any type based on race, sex, religion, nationality, disability, sexual orientation, or age, or constitute or promote illegal activities, or are deemed to be offensive in nature degrading, libelous, profane, or in bad taste.
d. Affiliate must fully disclose in advertisement’s the amount that the individual will be required to pay for Company’s services. At no time may they mention “free” related to the service.
e. Affiliate cannot sub-affiliate or contract Company’s campaigns to another media partner or distribute via an affiliate network without prior written approval by the Company.
- Confidential Information. Each Party agrees to use the other Party’s Confidential Information solely for the purposes contemplated by the IO and the Agreement, and to refrain from disclosing the other Party’s Confidential Information to any third party, unless (a) any disclosure is necessary and permitted in connection with the receiving Party’s performance of its obligations or exercise of its right under any IO or the Agreement or any other agreement between the Parties; (b) any disclosure is required by applicable law; provided, that the receiving Party uses reasonable efforts to give the disclosing Party reasonable advance notice thereof so as to afford the disclosing Party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing Party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of the IO and this Agreement (including pricing) and information regarding existing or contemplated Company Service, products, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the Service.
- Proprietary Rights. Affiliate agrees that it does not have, nor will it claim any right, title or interest in the Service, the Company Site or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided on the Company Site. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Company Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure Ad performance and provide the Service. In addition, all Confidential Information received by a Party shall remain the sole and exclusive property of the disclosing Party. If instructed to do so by Company, Affiliate will immediately destroy and discontinue the use of any Company Confidential Information, and any other material owned by Company or its affiliated third parties.
- Limitation of Liability, Disclaimer of Warranty. Except as expressly set forth in this Agreement, Company makes no warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. Company shall not be liable for any Ad, Campaign or email, including but not limited to the content thereof, any unavailability or inoperability of the Internet, unavailability or consequences of any Ad or Campaign, the Company Site, or Services, or any technical malfunction, computer error, corruption or loss of information related to or arising out of the Services, the Company Site or any Ad or Campaign. THE INFORMATION AND CONTENT ON THE COMPANY SITE AND VIA THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY ADVERTISER TO COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Legal Construction. If one or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect for any reason by a court of competent jurisdiction, the invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
- Notice. All notices and other communications shall be sent by email to the email address for Company and Affiliate shown on page 1 of this Agreement unless a different email address or notice method has been selected after the execution of this Agreement and has been duly communicated to the party giving notice. Communication may also be sent to the mailing address listed on page 1 of this Agreement.
a. This Agreement, any other exhibits or attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings between the Parties whether written or oral. Company may assign this Agreement to a subsidiary or business successor. Affiliate may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. Any notice under this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or confirmed electronic transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective Party as indicated herein, or at such different address as may be designated by such Party by written notice to the other Party from time to time. Copies of all notices shall be sent to M Lee LLC, d/b/a TaxElm, 12605 W. North Avenue Suite #232, Brookfield, WI, 53005, Attn: Legal Department. In the event of a dispute, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the state where the defending Party maintains its principal place of business, except for its conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the jurisdiction where the defending Party maintains its principal place of business, in connection with any action arising under this Agreement. The prevailing Party shall be entitled to an award of its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding arising out of this Agreement. No failure of either Party to enforce any of its rights under this Agreement will act as a waiver of such rights. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the rest of the Agreement shall be enforceable in accordance with its terms. No waiver by either Party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. The Parties agree that the relationship between Company and Affiliate shall not constitute a partnership, joint venture or agency.
b. Each Party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either Party by reason of its drafting.
c. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party.
d. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement. A facsimile or other copy of this Agreement shall have the full force and effect of the original.