AFFILIATE AGREEMENT

 

LAST UPDATED 11 SEPTEMBER 2025

 

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE BUSINESS. YOU MUST REVIEW AND AGREE TO THIS DOCUMENT IN ITS ENTIRETY.

BY ACCESSING AND USING THE PLATFORM, WEBSITE, PRODUCTS AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AFFILIATE AGREEMENT. THIS AFFILAITE AGREEMENTIS INCORPORATED INTO AND ARE PART OF THE TERMS & CONDITIONS WHICH IS ALSO A LEGALLY BINDING CONTRACT GOVERNING YOUR USE OF THE PLATFORM, WEBSITE, PRODUCTS AND SERVICES WEBSITE.  THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

   

AFFILIATE TERMS AND CONDITIONS

The Affiliate and The Business enter an Affiliation pursuant to, and in accordance with, the terms and conditions of this Agreement. You acknowledge that this Agreement is a contract between you and The Business, even though it is electronic and is not physically signed by you, and that this Agreement governs your use of the Website, Products, Services and the Affiliation. The Business and Affiliate further agree as follows:

 

1.     DEFINITIONS

 

Unless the context requires otherwise, capitalized terms and expressions in this Agreement are defined terms and expressions which shall have the following meaning:

 

1.1.       “Agreement” means these terms and conditions together with the contents of the Registration Form (upon submission by the Affiliate) and it incorporates by reference as if set forth herein in full The Business’s: 

 

•               Privacy Policy

•               Terms of Use

•               Disclaimers  

 •               User Content Policies  

•               User Contact Policies  

•               Refund Policy  

•               Cookie Policy  

•               DMCA Policy  

•               Accessibility Statement  

•               Shipping Policy  

•               Affiliate Agreement  (if applicable for those who have Affiliates)

 

The Business reserves the right to modify the Agreement at any time. User’s continued use of the Platform, Website, Products, or Services shall be deemed acceptance of any new versions of the Agreement;

 

1.2.       “Account” means any account(s) of or relating to the Affiliate for the software used by The Business

to provide the Affiliate Link(s), the Materials, and data that relates to the Affiliation, including, but not limited to, the accrued Commissions. It also means any account(s) of or relating to the User for use of the Platform, Website; Products, or Services

 

1.3.       “Affiliate” means any (natural or legal) person who has agreed to, and is therefore bound by, this Agreement. The natural or legal person agreeing to this Agreement is responsible for assuring that its employees, agents and contractors comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate. Therefore “Affiliate” includes, for the purpose of responsibility and liability of the natural or legal person who has agreed to this Agreement, all the actions of the natural or legal person’s employees, agents and contractors; 

 

1.4.       “Affiliate Link(s)” means (a) unique website Uniform Resource Locator(s) (URL(s)) assigned to the Affiliate by software made available by The Business directing third parties to the Website or (a) specific web page(s) relating to a specific Product for the purpose of tracking third-party purchases made directly as a result of clicking on that/those website URL(s);

 

1.5.       “Affiliation” means the affiliate relationship between The Business and the Affiliate commenced by the Affiliate agreeing to this Agreement and governed by this Agreement;

 

1.6.       “Approved Locations” means the Affiliate’s website(s), social media user-generated content, emails, online software application(s), and other locations for which the Affiliate has received prior written approval from The Business;

 

1.7.       “The Business” (including the terms “we", "us" or "our”) means the entity described at the bottom of the page, having its registered business address at address at the bottom of the page, and includes its subsidiaries and affiliate businesses, and for liability indemnification purposes includes their directors, officers, employees, agents, shareholders, partners, members, contractors and owners.

 

1.8.       “Commencement Date” means the date on which The Business has approved the Registration Form by email after the Affiliate has submitted the Registration Form;

 

1.9.       “Commission(s)” has the meaning ascribed thereto in clause 10 of this Agreement;

 

1.10.    “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium): 

 

•            about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Affiliation;

•            the contents of this Agreement;

•            all information identified by a Party as confidential; and

•            all other information of which the other Party knows or should reasonably know to be of a confidential nature;

 

1.11.    “Contact Information" means the information for The Business listed at the bottom of this page.

 

1.12.    “Content” means any data, text, images, video, information, documents, audio or other material you submit on the Platform, Website, Products, or Services.

 

1.13.    “ESTAGE” means ESTAGE, LLC, a South Dakota LLC and its associated companies.

 

1.14.    “Information Protection Manager” (IPM) (also the Data Protection Officer (DPO), when and only when a DPO is mandated by law) means the information for IPM listed at the bottom of the [[ Privacy Policy ]] page.

 

1.15.     “Intellectual Property Rights” means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill, know-how, and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which exist or will exist now or in the future in any part of the world.

 

1.16.     “Gross Revenue” means the gross sales price paid for one or more Product(s) by a third party and actually received by The Business as a direct result of a third party clicking on the Affiliate Link, but not including (if applicable) taxes, including, but not limited to, sales taxes and value-added taxes, late charges, collection costs, and any other payment made to The Business that is not the purchase price for the Product(s) that is/are purchased.

 

1.17.    “License” means a grant of permission and authority to use the Platform, Website, Products, Services, and/or Materials in accordance with the terms set forth herein and in the [[ Terms of Use ]] and the other [[ Legal Pages ]] of this Website.

 

1.18.    “Materials” means the trade name(s) and trademark(s) of The Business; the Affiliate Links, and any information and materials, including, but not limited to, trademarks, logos, images, texts, banner advertisements, affiliate links, website links or URLs, hyperlinks, button links, text links, and/or other information or materials of or in relation to The Business that The Business explicitly provides to the Affiliate in relation to the Affiliation;

 

             Materials also includes the name “ESTAGE,” and other trade name(s) and trademark(s) of ESTAGE; the Affiliate Links, and any information and materials, including, but not limited to, trademarks, logos, images, texts, banner advertisements, affiliate links, website links or URLs, hyperlinks, button links, text links, and/or other information or materials of or in relation to the brand ESTAGE that ESTAGE provides to The Business in relation to the agreement between The Business and ESTAGE, which is attached hereto as EXHIBIT A, and included herein as if set forth in full. 

 

1.20.     "Parties” means The Business and the Affiliate;

 

1.21.    “Party” means either of the Parties;

 

1.22.    “Platform, means: the Website, Products and Services of The Business and includes any related products or services of partners and affiliates on the website or included in The Business’s Products and Services, and applies to anyone who visits, views, listens to, and/or uses the:

 

•            Website page(s) with the website Universal Resource Locator (URL) described at the bottom of the page, and all the sub-domains and sub-pages associated with that URL, or any other website in which The Business or ESTAGE makes Products available to User / Affiliate to sell, to include, but not limited to ESTAGE.com (hereinafter collectively referred to as; the "Website"), or

•            Audio recordings, text and other content placed on the Platform, Website, videos and podcast of The Business on any platforms, anywhere, or

•            Video recordings, text and other content placed on Platform, Website, videos and podcasts of The Business on any platforms, anywhere, or

•            Images, video recordings, text, and other content placed on any social media platforms, anywhere, or

•            Text, images, and other content included in the emails of The Business, or]

•            Any other content created by The Business and placed on any other media outlets, channels or digital platforms, worldwide. 

 

1.23.    “Products” means the software, related software products (e.g., templates), digital products (e.g., courses) other intangible items (e.g., licenses) and tangible physical items of The Business and/or ESTAGE, provided on the Platform, Website or otherwise.

 

1.24.    “Registration Form” means the data collection form provided via the Website or otherwise by The Business to the Affiliate to register for the Affiliation.

 

1.25.    "Services” means the any type of services rendered by The Business and/or ESTAGE, whether related to Products or not, provided by The Business and/or ESTAGE on the Platform, Website or otherwise.

 

2.     INDEPENDENT CONTRACTORS

 

2.1. The Affiliate will act as an independent contractor. The Affiliate has no right to act for or on behalf of The Business. The Affiliate shall not introduce itself as a subcontractor or agent of The Business.

 

2.2. The Parties expressly do not intend to create a joint venture, principal-agent relationship, general or silent partnership, or any partnership exceeding the cooperation envisaged in this Agreement. The rights and obligations of the Parties are limited to those expressly set out in this Agreement. 

 

2.3. The Parties do not contemplate a sharing of profits relating to their respective services nor co-ownership of a business or property; nor to create a taxable entity under the law of any jurisdiction. Revenue and expenses relating to the Parties’ respective services shall be reported separately by the Parties for tax purposes.

 

3.     DISCLAIMERS

 

3.1. All information, products, services, materials provided or used by or on behalf of The Business in connection with the Affiliation are provided “as is” and “as available”. This includes, but is not limited to:

 

•          the Platform and Website, 

 

•          the Products and Services, and any other products and services offered on The Business’s Website, 

 

•          the Materials, and any special links, link formats, content, all of The Business’s intellectual property, and 

 

•          all other materials, data, images, text, and other information provided to or used by the Affiliate, on, or on behalf of The Business  

 

THE BUSINESS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, TRADE USAGE, COURSE OF DEALING, CUSTOM, OR PERFORMANCE.

 

3.2. The Business disclaims any and all representations and warranties that the Products will continue to be provided or will be accurate, free of errors or mistakes, or free of harmful components. The Business disclaims any and all representations and warranties toward the Affiliate for:

 

•        any errors, mistakes, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures in relation to The Business’s Website or any software used by The Business in relation to the Affiliation; or 

 

•        any deletion, alteration, damage, damage, or loss of, or unauthorized access to, the Affiliate’s website(s), social media user-generated content, emails, online software application(s) or any data, images, text, or other information or content of the Affiliate. 

 

3.3.   Any advice or information obtained by the Affiliate from The Business in relation to the Affiliation are expressions of opinion only and will not create any contract, warranty or guarantee.

 

3.4.   The Business is not responsible for the content or services of any third party, to include but not limited to ESTAGE, and The Business makes no representations regarding the content, accuracy of adequacy of any third-party services, products or materials.

 

3.5.   The Business makes no representations, guarantees, or warranties regarding potential income that may result from the Affiliation and The Business specifically disclaims any and all warranties relative to earning potential from the Affiliation.

 

•        No Guarantees of Earnings. The Business’s Affiliation program is designed to provide an opportunity to earn commissions by promoting our products and services. However, The Business makes no representations or guarantees regarding the level of income or business success Affiliate(s) may achieve. Any estimates, projections, or testimonials provided by The Business or other Partners are not a promise, guarantee, or prediction of Affiliate future earnings. Results vary widely and depend on numerous factors including, but not limited to, Affiliate marketing efforts, skill, dedication, market conditions, and customer demand.

 

•        Individual Results Vary. Affiliate acknowledges that earnings and business opportunities are not typical and that the success of other affiliates in The Business’s Affiliation program or any sample figures mentioned should not be taken as a benchmark for an Affiliate’s own performance. The income Affiliate earns under this Agreement is based on Affiliate’s own initiative, capabilities, and level of commitment, and no income level is assured.

 

•        No Business Opportunity. Participation in The Business’s Affiliation program does not constitute the purchase or sale of a business or investment opportunity. It does not grant Affiliate any rights to a share of The Business’s profits, equity, or business operations. Any descriptions or statements regarding the Affiliation program's potential should be understood solely as opportunities to earn commissions as set forth in this Agreement, and nothing more.

 

•        Disclaimers and Reliance. The Business expressly disclaims any liability or responsibility for any claims or representations regarding potential income, profit, or business opportunity made by or on behalf of any person or entity in connection with the Affiliation. Affiliate is expressly prohibited from making any claims that the use of any Products will guarantee that the user will make money.

 

4.     PRODUCTS

 

4.1. The Business provides or procures the provision of each of the Products at the rates provided on the Website.

 

4.2. The Business may discontinue or change the nature, scope, functions, features, or operation of any Product or the Website or change the terms under which the Products are offered at any time at its sole discretion and without notice.

 

4.3. The Business is entitled to, at its sole discretion and without notice, increase or decrease the price of any Products and apply discounts to the price of the Products. For the avoidance of doubt, such changes in pricing will affect the Gross Revenue and, therefore, the amount of Commission the Affiliate receives. 

 

4.4. The Affiliate shall cooperate with all reasonable changes that The Business may implement with respect to the Products, the Website, the systems used to provide the Products, the procedures related thereto, and the applicable rates.

 

 

5.     INTELLECTUAL PROPERTY & LICENSE OWNERSHIP

 

5.1. Except as expressly provided in this Agreement, this Agreement does not give the Affiliate any ownership rights, intellectual property rights, interest or license (other than expressly stated herein) in the Products, Services, Materials or any other intellectual property or know-how.

 

5.2. Any intellectual property rights to the Materials remain exclusively vested in The Business, its licensors, or its suppliers. The Affiliate will not be granted any right or title to such Products, Services, or Materials other than as explicitly stated in this Agreement.

 

6.     LICENSE

 

6.1. The Business solely grants the Affiliate a non-exclusive, revocable, non-transferable, non-pledgeable, and non-sublicensable license to use The Business’s name, details, likeness, image, voice, and/or other intellectual property of The Business that are provide to the Affiliate in the Materials by The Business, hereinafter referred to as; the “License,” subject to the terms and conditions laid down in this Agreement and the applicable mandatory legal provisions

 

6.2. ALL OTHER USE OF THE BUSINESS’S NAME, DETAILS, LIKENESS, IMAGE, VOICE, AND/OR OTHER INTELLECTUAL PROPERTY OF THE BUSINESS IS STRICTLY PROHIBITED WITHOUT THE ADVANCE WRITTEN PERMISSION OF THE BUSINESS.

 

For the avoidance of doubt, a “non-exclusive license” grants the licensee the right to use the specified intellectual property but does not prohibit the licensor from licensing the same property to other parties.

 

6.3. Purpose. The Business grants the Affiliate the License for use solely for the purpose of promoting the Products and/or the Website in compliance with the terms and conditions of this Agreement and the instructions provided by The Business.

 

6.4. Locations. The License is only applicable to the Approved Locations.

 

For the avoidance of doubt, the Affiliate is not permitted to use The Business’s name, details, likeness, image, voice, and/or other intellectual property of The Business (or any part of) for any paid advertising purposes, including but not limited to, advertisements on social media or Google (such as to include, but not limited to Pay-Per-Click (PPC)) except as provide herein, or without the prior written approval of The Business.

 

6.5. Edits & modifications. The Affiliate may not edit, change, amend, modify, share, distribute, reproduce, publish or otherwise make available the Materials in any way without the prior written approval of The Business. The Affiliate hereby assigns, and The Business automatically receives, the intellectual property rights to any and all materials the Affiliate creates using (any part of) the Materials at the moment of creation. For the avoidance of doubt, an “assignment” is the transfer of ownership of specified intellectual property from the original owner (the assignor) to another party (the assignee).

 

6.6. Use of Affiliate’s intellectual property. The Affiliate provides The Business a non-revocable, royalty-free, non-exclusive license to use the Affiliate’s figurative mark, logo, personal name and business name and any materials, content and information created and/or provided by the Affiliate in relation to the Affiliation, the Products and/or The Business in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising and promotion.

 

7.     AFFILIATE LINKS & WEBSITE

 

7.1. The Affiliate may place Affiliate Links on the Affiliate’s website(s), social media user-generated content, appropriate emails (no cold-call broadcasts or SPAM), and online software application(s) subject to the prohibitions described in paragraph 19 below. Placement of an Affiliate Link on any additional websites, social media platforms, other platforms or other locations requires prior written approval by The Business.

 

7.2. The Affiliate consents to The Business monitoring the website(s), social media platforms and other platforms on which Affiliate Links are used for the purpose of determining the Commissions and the continued compliance with this Agreement.

 

7.3. Each Party consents to the other Party documenting information relative to traffic from the website(s) and/or social media platforms for which hyperlinks are made for internal use only. 

 

7.4. Affiliate is solely responsible for the development, operation, and maintenance of Affiliate’s website(s) and for all materials that appear on your Affiliate’s websites. Such responsibilities include, but are not limited to:

 

•          the technical operation of your Affiliate website and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate website and linking those descriptions to The Business Website; 

•          the accuracy of materials posted on your Affiliate website (including, but not limited to, all materials related to The Business Products and Material); 

•          ensuring that materials posted on your Affiliate website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. 

 

The Business disclaims all liability and responsibility for such matters and Affiliate agrees to indemnify and hold The Business harmless for the same. 

 

7.5. We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. Affiliate shall reasonably cooperate with any Provider audit of the Affiliate Site, including but not limited to the provision of documentation or information reasonably requested by Provider. If you are not in compliance, we may terminate your participation in the Affiliate Program effective immediately.

 

8.     COMMUNICATION WITH THIRD PARTIES

 

8.1. The Business may provide the Affiliate instructions and specifications by email on how and in what form to communicate with third parties. The Business may amend its own instructions at any time for any reason. 

 

8.2. The Affiliate shall follow the instructions and specifications of The Business to the best of its abilities. In the Affiliate’s communication with third parties, the Affiliate shall conform to the instructions and specifications of The Business as provided.

 

9.     ANTI-SPAM & EMAIL

 

9.1. The Affiliate will not, directly or indirectly, use The Business’s name, details, likeness, image, video, voice, and/or other intellectual property of The Business, Affiliate Links, Materials or any other materials or information in relation to the Affiliation, the Products or The Business, for the purpose of direct marketing, spamming, unsolicited contacting of potential customers or clients. Affiliate must adhere to the following when sending all allowed email:

 

•          Affiliate must comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187).

 

•          All E-mail must be sent on Affiliate’s behalf and must NOT imply that the e-mail is being sent on behalf of The Business.

 

10.  COMMISSION & PAYMENT

 

10.1.           The Business will pay the Affiliate a commission equal to fixed amount or percentage (%) of the Gross Revenue specified for each product in the affiliate portal of The Business on the Website (hereinafter referred to as the “Commission”). The Business may, at any time and for whatever reason, increase or decrease the Commission.

 

10.2.           The Business will pay the Commissions only upon collection by The Business of the relevant Gross Revenue. The Affiliate has no right to the relevant Commission until the relevant third party has paid The Business in full.

 

10.3.           The total Commission to be paid out to the Affiliate will be determined and paid out by The Business via the method selected by the Affiliate in the affiliate portal of The Business on the Website within 30 days after the last calendar day of each calendar month of a given calendar year based on Gross Revenue actually received by The Business during the previous month of the calendar year. 

 

10.4.           Affiliate must register with tax documents to receive Commissions payouts. The Business may make payments itself or use a third-party payment provider. If a third-party payment provider is used, you must meet all their on-boarding requirements to receive your Commission payments. You must submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or other tax documents (the “Required Documents”) before processing Commissions payouts. If You fail to submit the Required Documents in a timely manner, The Business or the third-party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, there may be withholding of tax (including, not limited to, U.S. Federal income tax, VAT) where required by applicable law. Affiliate is solely responsible for complying with all tax laws in respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

 

10.5.           The Business is under no obligation to pay out the Commission to the Affiliate if the total Commission is an amount lower than $100.00.  Commissions below $100.00 will accrue to the Account, and The Business shall pay the Affiliate such Commissions on the next payment date pursuant to clause 10.3 when the total Commission is at least $100.00. The Business reserves the right to amend the aforementioned minimum amount in Commissions for pay-outs at any time.

 

10.6.           All amounts stated in this Agreement are exclusive of sales tax, value-added tax (VAT), and any other taxes if applicable. Additionally, Commission amounts payable will have the applicable portion of credit card processing fees deducted.

 

10.7.           If any VAT, sales taxes and/or other taxes are chargeable on any Commission, The Business may deduct or withhold any taxes that The Business may be legally obligated to deduct or withhold from any amounts payable to the Affiliate under this Agreement. The Business may request tax information from the Affiliate. If The Business requests tax information from the Affiliate and the Affiliate does not provide such information to The Business. 

 

10.8.           The Business reserves the right (in addition to any other rights or remedies available to The Business) to hold any and all Commissions until the Affiliate provides such information or otherwise satisfies The Business that the Affiliate is not a person from whom The Business is required to obtain tax information.

 

10.9.           Any costs associated with the payment of the Commissions, including, but not limited to, transfer fees, processing fees, and conversion rates, are borne and paid by the Affiliate.

 

11.  NO RIGHT TO COMMISSION

 

11.1.           Commissions will only be paid to the Affiliate for Gross Revenue (which is a result of the gross sales price paid for one or more Product(s) by a third party and actually received by The Business as a direct result of a third party clicking on an Affiliate Link), and only if: 

 

•          those Commissions are tracked through the tracking system of the software used by The Business; and 

 

•          an Affiliate Link is indicated by that software as the source of those Commissions.

 

11.2.           For the avoidance of doubt, NO Commissions or other remuneration shall be paid by The Business to the Affiliate for any other, additional or subsequent products or services, including, but not limited to:

 

•        any additional or subsequent purchases made on the Website by third parties who have previously purchased Products on the Website as a direct result of clicking on the Affiliate Link;

 

•        any purchases on the Website by third parties that have not been registered by the software that registers purchases made through the Affiliate Link; or

 

•        any payment made to The Business made by third parties for other products or services promoted, sold, advertised or otherwise mentioned on any website, social media platform or any other communication medium used by The Business or elsewhere.

 

        11.3.         The Affiliate is not entitled to Commissions that are based on sales to the extent that they are: 

 

•          attributable to credit card fraud, credits given to customers, or bad debt right off; or

•          charge backs, refunded, reduced or deducted for whatever reason. 

 

11.4.            The Business is entitled to deduct any Commission paid to the Affiliate for such sales from any subsequent Commissions.

 

11.5.            The Affiliate is not entitled to any Commissions for its own purchases through its Affiliate Links.

 

11.6.            If any sales or Commissions are not assigned to the Affiliate by the software used by The Business due to the improper formatting of or errors or mistakes in the Affiliate Link, whether or not attributable to either of the Parties, no Commission for such sales will be paid to the Affiliate and the Affiliate is not entitled to any compensation for damages or otherwise.

 

11.7.            Without prejudice to any right to recover damages and other rights or remedies available to The Business, The Business is entitled to permanently (to the extent permitted by applicable law) cease payment of any and all Commissions otherwise payable to the Affiliate, whether or not directly related to such violation, without notice if the Affiliate violates any of the terms and conditions of this Agreement.

 

12.  COSTS

 

12.1.           The Affiliate is fully responsible for all costs and expenses of maintaining and marketing the Products, including, but not limited to, all costs associated with the creation, hosting, modification, and improvements to the Affiliate’s website, costs of search engine placement, costs of inserting the Affiliate Links into its website and/or social media platforms, other (online and offline) marketing costs, and all other costs and expenses, and the Affiliate hereby holds The Business harmless from or against the same.

 

12.2.           Unless explicitly provided otherwise, the Parties will perform their respective obligations under this Agreement at their own cost and expense.

 

13.  LIMITATION OF LIABILITY & DISCLAIMERS OF WARRANTIES

 

THE BUSINESS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR AFFILIATION AND WEB SITE OR THE PRODUCTS, MATERIALS OR SERVICES PROVIDED THEREIN, AND ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE BUSINESS WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL, LOSS OF DATA, LOST ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF THE BUSINESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE BUSINESS'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

 

13.1.           The Business disclaims any and all warranties, guarantees and liabilities related to any downtime or failure for users to be able to access its Website, including, but not limited to, the Website, or to access the Website or any Product page using an Affiliate Link. 

 

13.2.           The Business does not represent or warrant that its Website or any application, including but not limited to its link tracking features, will be free of errors or that they will function without interruption, and we will not be liable for the consequences of any interruptions or errors.

 

13.3.           Without prejudice to clause 13.5, The Business’s aggregate liability is limited to direct damages and the total amount of the relevant Commissions, excluding sales taxes, value-added taxes and any other taxes payable by The Business to the Affiliate under this Agreement in the total amount of Commissions payable immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

 

13.4.           Without prejudice to clause 13.5, The Business is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

 

13.5.           The Affiliate waives any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief in connection with the Affiliation or this Agreement.

 

13.6.           Nothing in this clause 13 shall operate to limit liabilities in the event of fraud, willful misconduct, or any other liabilities that cannot be limited under applicable law.

 

14.  INDEMNITIES

 

        14.1.           The Affiliate is solely responsible for:

• • • •          displaying Affiliate Links, Materials and any other materials and information in relation to the Affiliation in compliance with this Agreement, all applicable laws, regulations, directives, rules, ordinances, orders, judgments, decisions, licenses, guidelines, codes of practice, codes of conduct, permits, industry standards, self-regulatory rules, or other requirements of any applicable government authority, including, but not limited to those related to: 

•  

  • • • • disclosures, including but not limited to, the U.S. Federal Trade Commission (FTC) Act and U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising (if applicable), the EU Unfair Commercial Practices Directive (UCPD) and the UCPD Guidance (if applicable), theUK Consumer Protection from Unfair Trading Regulations 2008 (if applicable);
  • • • • tthe collection use of personal data and privacy, including, but not limited to, (if applicable): the EU Privacy and Electronic Communications Directive, the EU General Data Protection Regulation (EU GDPR), and the UK General Data Protection Regulation (UK GDPR), California Consumer Privacy Act (CCPA), Virginia Consumer Data Protection Act (VCDPA), Connecticut Act Concerning Personal Data Privacy and Online Monitoring (CTDPA), Colorado Privacy Act (CPA), Utah Consumer Privacy Act (UCPA),Texas Data Privacy and Security Act (TDPSA), Oregon Consumer Privacy Act (OCPA), Montana Consumer Data Privacy Act (MCDPA), Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and all other similar legislation by other states and countries in the future; and
  • • • • compliance with all applicable law regarding the collection and use of leads, telephone numbers, messaging systems and email. This includes compliance with, but not limited to, the Telephone Consumer Privacy Act (TCPA) provisions on “one-to-one” consent and the Do Not Call list.

   

  • • •          accurately and adequately disclosing, either through a privacy policy or otherwise satisfying applicable legal requirements on the Affiliate’s website(s), the use of cookies, pixels, and other technologies by the Affiliate and third parties and how the Affiliate collects, stores, uses, and discloses (personal) data collected from visitors in accordance with applicable laws, including, where applicable, that third parties, including, but not limited to, The Business may collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and, where required by applicable law, providing information on the visitor’s choices with respect to opting out from online advertising;
      •          complying with and abiding by rules of the relevant social media platforms on which Affiliate Links, Materials and any other materials and information in relation to the Affiliation are displayed;
      • creating and posting materials in relation to the Affiliation, and ensuring the accuracy, completeness, and appropriateness of such materials posted on the Affiliate’s website(s), social media user-generated content, emails, online software application(s), and other locations for which the Affiliate has received prior approval from The Business by email, including, but not limited to, all descriptions and other materials in relation to the Products and Services; 
      •          using the Affiliate Links, Materials and any other materials and information in relation to the Affiliation in a manner that does not misappropriate, infringe or violate any of the rights of The Business or those of any other third parties, including, but not limited to intellectual property rights and proprietary rights;
      •          complying with all requirements specified in the agreement between The Business and ESTAGE found in EXHIBIT 1; and
      •  complying with all the terms of the Legal Policies found on The Business’s Website, which are hereby incorporated herein as if set forth in full.

14.2.           The Affiliate represents and warrants to The Business that no other party has any rights in and to any of any intellectual property used by the Affiliate in relation to the Affiliation, the Products and/or The Business and that the intellectual property used by the Affiliate does not infringe upon or otherwise interfere with the rights of any other party. 

 

14.3.           THE AFFILIATE SHALL INDEMNIFY AND HOLD THE BUSINESS HARMLESS AGAINST ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LOSSES, JUDGEMENTS, SETTLEMENTS, GOVERNMENTAL FINES, DISPUTES, LAWSUITS, ACTIONS, INVESTIGATIONS AND PROCEEDINGS, AND ALL RELATED COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) FROM OR IN REGARD TO: 

 

•        the Affiliate’s violation of any term or condition of this Agreement, the rules of the relevant social media platforms or any applicable law; 

 

•        the Affiliate’s taxes and duties or the collection, payment, or failure to collect or pay taxes or duties, or the failure to meet tax registration obligations or duties; 

 

•        third parties in relation to any other communication from, conduct or behavior of the Affiliate;

 

•        any claim that The Business’s use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;

 

•        any claim that Affiliate used any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; or

 

•        causing The Business to be in violation of its agreement with ESTAGE. Affiliate certifies that Affiliate has read, understands, and agrees to comply with all the terms of the agreement between The Business and ESTAGE which is attached hereto as EXHIBIT A and incorporated herein as if set forth in full.

 

THE AFFILIATE SHALL INDEMNIFY AND HOLD THE BUSINESS HARMLESS AGAINST ANY AND ALL OTHER CLAIMS, FINES, DISPUTES, LAWSUITS, ACTIONS, INVESTIGATIONS AND PROCEEDINGS, AND RELATED COSTS AND EXPENSES FROM OR WITH THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD-PARTIES, INTELLECTUAL PROPERTY OWNERS, GOVERNMENTAL AUTHORITIES AND THE PROVIDERS OF THE SOCIAL MEDIA PLATFORMS, AS A RESULT OF A BREACH OF ANY OF ITS OBLIGATIONS UNDER PARAGRAPH 14.

 

15.  IDENTIFICATION AS AN AFFILIATE

The Affiliate must clearly and prominently state on each location where one or more Affiliate Links are used the following disclosure statement:

“As an affiliate of {{ Business Name }} I earn a commission from qualifying purchases.”

 

16.  NO SPECIAL RELATIONSHIP BETWEEN THE BUSINESS AND AFFILIATE

 

16.1.           Except for the disclosure statement provided in clause 15, and other than as required by applicable law, the Affiliate will not make any public communication with respect to this Affiliation or this Agreement without the prior written approval of The Business. Specifically. Affiliate will not represent directly or indirectly that they are affiliated in any way with The Business or that activities are sanctioned by The Business; portrays or insinuates any endorsement or sponsorship of the Affiliate by The Business or Affiliate’s products or services, or in any other way portrays or insinuates that The Business supplies or approves of the Affiliate or its products or services.

 

17.  INFORMATION RIGHTS

 

17.1.           The Affiliate is obliged to promptly provide The Business with any information that The Business requests to: 

 

•          monitor the use of the Affiliate Links by the Affiliate and any other communications to or with third parties in relation to the Affiliation; and 

 

•          verify the Affiliate’s compliance with this Agreement and applicable law.

 

17.2.              The Business is not obliged to provide the Affiliate with any specific information related to any customer, regardless of whether such customer accesses The Business’s Website through an Affiliate Link. The Business is only responsible for informing the Affiliate by way of tracking software of the Commissions due to the Affiliate as a result of sales made through the Affiliate Links. Such information will not be audited.

 

17.3.              Affiliate recognizes that Affiliate’s use of customer information that was provided to The Business by a customer can violate various provisions of Federal laws and result in lawsuits and huge fines to both The Business and the Affiliate. 

 

Therefore, Affiliate’s use of customer information provided to The Business is a breach of this Agreement that can result in immediate termination of the Agreement in the sole and absolute discretion of The Business. Affiliate expressly agrees to not use any customer information that a customer has provided to The Business.

 

18.  TERM & TERMINATION

 

      18.1.           This Agreement is effective as on the Commencement Date.

      18.2.           This Agreement and the Affiliation are entered into for an indefinite period.

18.3.           Either Party shall be entitled to terminate the Affiliation by email to the other Party at any time, with or without reason, with immediate effect and thus without observing a notice period,               and without being liable for any compensation being due.

18.4.           If the Affiliation is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of this Agreement, then:

•        the License shall be revoked with immediate effect upon termination;

•        the Affiliate shall cease and abstain the use of the Materials and/or delete any or all the Materials and any other materials and information in relation to the Affiliation from its website(s), computer(s), social media platform(s), and/or anywhere else the Affiliate has shared or stored the Materials and any other materials and information in relation to The Business, the Website and/or the Products, and the Affiliate shall adhere to this provision without additional request;

•        all rights and obligations of the Parties under this Agreement shall end and become ineffective, except for: 

• • • • • The rights and obligations accrued before that date; 
        • any rights and obligations of Affiliate pursuant to clause 10 (Commissions) are terminated, if and to the extent any Commissions are still outstanding; and 
        • such termination shall be without prejudice to any rights in law or equity a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under this Agreement occurring prior to their termination; 

 

•          the terms that survive termination are described in paragraph 18.6 below.

 

•          any Account(s) will be closed immediately.

 

18.5.              Upon termination of the Affiliation, The Business shall make a final account of the remaining Commissions accrued before the termination date of this Agreement and the Affiliation. 

 

18.6.              If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not limited to:

 

•          disclaimers, - Paragraph 3,

•          no representations regarding income potential, - Paragraph 4

•          intellectual property, - Paragraph 6,

•          commission payment and non-payment – Paragraphs 10 and 11,

•          all limitations of liability, Paragraph 13,

•          indemnity obligations, Paragraph 14,

•          termination provisions – Paragraph 18,

•          non-disparagement and prohibited activities – Paragraph 19,

•          confidentiality – Paragraph 20,

•          general provisions - Paragraphs 24, 25, 26, 27, & 28, and

•          dispute resolution provisions. – Paragraph 29.

 

18.7. All representations and warranties undertaken by Affiliate shall also survive termination or cancellation of this Agreement and/or Affiliate’s Account.

 

 

19.  NON-DISPARAGEMENT AND PROHIBITED ACTIVITIES

 

19.1.           The Affiliate agrees not to disparage The Business’s brand, products, services or persons working for or employed by The Business. 

 

19.2.           The Affiliate agrees that it will not make any claims that will damage or ruin the reputation of The Business. 

 

19.3.           The Affiliate shall not use the Materials and any other materials and information in relation to the Affiliation, The Business, and/or this Agreement on any website, advertisement, or in any way that:

 

•        is illegal, infringes or violates the rights of anyone;

•        is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

•        disparages or discredits a Party;

•        encourages or advocates conduct that constitutes a criminal offence, giving rise to civil liability or otherwise violates any law;

•        is likely to cause confusion among third parties;

•        portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; 

•        portrays or insinuates any special relationship between the Parties; 

•        contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;

•        contains software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons; 

•        causes Affiliate’s website(s) to copy, resemble, or mirror the look and feel of The Business’s Website. Affiliate will also not use any means to create the impression that your website is The Business’s Website or any part of The Business’s Website including, without limitation, framing of The Business’s Website in any manner;

 

•        engages in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, Affiliate will not attempt to mask the referring URL information (i.e. the page from where the click is originating); or 

•        uses redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.

 

If you are found violating any of the above, your current and past commissions will be voided. 

 

19.4.           The Affiliate shall not misrepresent or embellish its relationship with The Business (including, but not limited to, by expressing or implying that The Business supports, sponsors, or endorses the Affiliate) or express or imply any other type of relationship between the Parties except as expressly permitted by this Agreement or agreed by written agreement between the Parties. 

 

If you are found violating this requirement, your current and past commissions will be voided.

 

19.5.              Promoting the Products through a sub-affiliate(s) or a sub-affiliate network is NOT permitted, without the prior written permission of The Business. 

 

If you are found violating this requirement, your current and past commissions will be voided.

 

19.6.              SOCIAL MEDIA GUIDELINES

 

•          Promotion on Facebook, Twitter, Instagram, Tik Tok, YouTube and other social media platforms is permitted only when Affiliate complies with the following:

 

♦	Affiliate IS ALLOWED to promote offers and use Affiliate’s links on Affiliate’s own Facebook, Twitter, Instagram, Tik Tok, YouTube, etc. pages.
♦	Affiliate IS PROHIBITED from posting Affiliate’s links on The Business’s Facebook, Twitter, Instagram, Tik Tok, YouTube, etc. accounts or pages.
♦	Affiliate IS PROHIBITED from running Facebook, Twitter, Instagram, Tik Tok, and YouTube ads with The Business’s trademarks.

 

♦         Affiliate IS PROHIBITED from creating a Facebook, Twitter, Instagram, Tik Tok, YouTube or other social media account that includes The Business’s trademark(s) in the page name and/or username without prior written permission of The Business.

 

If you are found violating any of the above, your current and past commissions will be voided.

 

        19.7.       FTC DISCLOSURE REQUIREMENTS

 

•        You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our Affiliation program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.

 

•          Disclosures must be made as close as possible to the claims.

 

•          Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. 

 

•          Pop-up disclosures are prohibited.

 

If you are found violating any of the above, your current and past commissions will be voided.

 

        19.8.           PPC GUIDELINES.

 

Affiliate may use Pay-Per-Click (PPC) advertising that complies with the following:

 

•         Affiliate may not bid on any of The Business’s trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.

 

•         Affiliate may not use The Business’s trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to 'merchant coupons', 'merchant discount codes', 'merchant promo', etc.).

 

•         Affiliate may not use The Business’s trademarked terms in your ad title, ad copy, display name or as the display URL.

 

•         Affiliate may not direct link to The Business’s Website from any pay-per-click (PPC) ad or use redirects that yield the same result. Customers must be directed to an actual page on Affiliate’s website.

 

•         Affiliate may not bid in any manner appearing higher than The Business’s for any search term in position number 1-5 in any auction style pay-per-click advertising program.

 

•         If Affiliate automates Affiliate’s PPC campaigns, it is Affiliate’s responsibility to exclude The Business’s trademarked terms from Affiliate’s software program and The Business requests you add our trademarked terms as negative keywords. 

 

The Business has a strict no tolerance policy on PPC trademark bidding. If discovered, Affiliate will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours Affiliate will be removed from the program permanently and all commissions will be forfeited.

 

 

20.  CONFIDENTIALITY

 

20.1.           The Affiliate shall use Confidential Information solely for the purposes of the Affiliation and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of The Business given by email. 

 

20.2.           The Affiliate acknowledges that the Confidential Information of The Business, its affiliates, and third parties are strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to The Business.

 

20.3.           The restrictions in this clause 20 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by the Affiliate in violation of this Agreement.

 

20.4.           The Affiliate shall have no obligation with respect to Confidential Information to the extent, but only to the extent that such information is required or requested to be disclosed by applicable laws, provided that the Affiliate, to the extent practicable and permitted, promptly notifies The Business of such request or requirement.

 

20.5.           For the purposes of this clause 20, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in the possession of the Affiliate, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in the possession of the Affiliate, or received from a third party unless the combination itself and its principle of operation are in the public domain, in the possession of the Affiliate or received from a third party.

 

20.6.           The Affiliate shall notify The Business as soon as reasonably practicable of any unauthorized use, or attempted use, of The Business’s Confidential Information, and provide all information necessary to assist The Business in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, the Affiliate undertakes best efforts to prevent a recurrence to the extent this is within its control.

 

 

21.  COMMUNICATION

 

21.1.           Any notice, request, consent, invoice, claim, demand, or other communication between the Parties in connection with the Affiliation or this Agreement must be sent by email in English to the following email addresses set out for each of the Parties below:

 

•          to The Business: at the address at the bottom of the page.

 

•          to the Affiliate: at the email address provided by the Affiliate in the Registration Form,

 

•          or such other email address as a Party may notify the other Party in writing.

 

21.2.              Unless another means of communication is explicitly provided for in this Agreement, the Affiliate shall not use any other means of communication, such as text messages, direct messages on social media platforms, or phone calls, to communicate with The Business unless The Business has explicitly agreed to such other means of communication. Use of registered postal mail is authorized.

 

21.3.              The Business operates its business on Monday to Friday from 0900 to 1700 Pacific time zone, USA, except for public holidays observed in The Business’s country (hereinafter referred to as; the “Business Days”, which, for the avoidance of doubt, includes the specified hours). The Business shall endeavor to respond to emails within 3 Business Days, which is a target and not a guaranteed service level. The Business shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement. 

 

 

22.  INCORPORATED TERMS

 

 

Please also note that these Disclaimers incorporate our [[ Terms of Use ]], [[ Privacy Policy ]], [[ Disclaimers ]], [[ Affiliate Agreement ]] (if applicable) as well as all the other terms found on the [[ Legal Policies ]] page of the Website that are applicable to your use of the Platform, Website, Products and Services. Any conflicts between this document and the Terms of Use shall be governed by the Terms of Use.

 

 

23.  SIGNATURE

 

           23.1.           This Agreement can be printed and signed or can be electronically signed. 

23.2.           If the signer of the agreement is or represents a business entity, the signer represents and warrants that the signer has the authority to bind that entity to this Agreement.

    23.3.           If electronically signed, it constitutes an electronic contract between The Business and the Affiliate with the full force and effect of a handwritten signature. 

           23.4.           The Agreement is ONLY effective after:

 

•          The Business has reviewed it and any Registration Form required to be submitted by the Affiliate, 

 

•          approved the applicant to be an Affiliate, and 

 

•          the confirmation of the approval is sent by The Business to the Affiliate by email.

 

 

24.  ENTIRE AGREEMENT

 

This Agreement constitutes the entire agreement between the Parties relating to the Affiliation and supersede any earlier agreements between the Parties with respect to the subject made hereof, whether in writing (which includes email) or oral.

 

 

25.  AMENDMENTS & MODIFICATIONS

 

25.1.           This Agreement may be changed, modified, or amended by The Business at any time and at The Business’s sole discretion by sending notice of such modification to the Affiliate by email, effective as of the date of the email. The Affiliate’s continued participation in the Affiliation following the effective date of such change will constitute the Affiliate’s acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate the Affiliation in accordance with clause 18.3.

 

25.2.           Additional Terms.  Any additional guidelines or policies referenced on The Business’s Website or provided to Affiliate in connection with the Affiliation are incorporated herein by reference and shall form part of this Agreement.

 

26.  ASSIGNMENT

 

The Affiliate may NOT assign or transfer its Affiliation or any of the Affiliate’s rights or obligations under this Agreement without the prior written consent of The Business.

 

 

27.  ENFORCEABILITY & SEVERABILITY

 

       The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

 

 

28.  NO WAIVER

No failure or delay by The Business in exercising any right or remedy under or in connection with this Agreement shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

 

 

29.  CHOICE OF LAW

 

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by the law of the state / jurisdiction where The Business has its place of business as described at the bottom of the page.

 

 

30.  DISPUTE RESOLUTION & ARBITRATION

 

30.1.           BY AGREEING TO THIS AGREEMENT, AFFILIATE WAIVES AFFILIATE’S RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.

 

30.2.           The parties expressly hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to The Business for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event The Business shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by Affiliate or those working on Affiliate’s behalf.

 

30.3.           Without prejudice to clause 29.2, all disputes arising out of or in connection with this Agreement, or the Materials, or further agreements resulting therefrom, shall be settled in accordance with the Rules of

Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be where The Business has its place of business as described at the bottom of the page. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

 

        30.4.           If:

 

•          the Affiliate is registered in United States; or

 

•          a dispute is not subject to arbitration under clause 29.1 for whatever reason,

 

that dispute shall be settled in the competent courts located where The Business has its place of business as described at the bottom of the page, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in where The Business has its place of business as described at the bottom of the page for the adjudication of all non-arbitral claims. 

 

 

31.  WAIVER OF SERVICE OF PROCESS

 

If arbitration or litigation is commenced pursuant to Paragraph 29 above, or otherwise, Affiliate expressly agrees that:

 

31.1.           Affiliate waives formal personal service of process under U.S. Federal Civil Procedure Rule 4 (and/or all other applicable rules that apply to the arbitration or litigation in the jurisdiction where such action is commenced).

 

•          The Business must notify Affiliate of the arbitration or litigation by delivering to Affiliate, two (2) copies of:

 

♦	the Complaint (or applicable arbitration document),
♦	the Summons (or applicable arbitration document),
♦	a form to waive personal service and accept service by delivery (as previously agreed to herein), and
♦	A post-paid method to return the form waiving personal service to the Court or arbitration tribunal.

 

31.2.           Affiliate shall accept as valid service of process, the delivery of the documents listed in the paragraph above (and/or any other document(s) which may be required by law) by delivery by:

 

•          Registered return-receipt postal mail,

•          Signature required Fed-Ex delivery,

•          Signature required United Parcel Service (UPS) delivery,

•          Signature required DHL delivery, or

•          Any other signature required delivery service commonly used in the country / jurisdiction where the Affiliate is located.

 

 

31.3.              Affiliate will have thirty (30) days from the date of delivery to file the form to waive personal service and accept service by delivery with the Court or arbitration tribunal.

 

31.4.              The waiver of service by the Affiliate does not waive any of Affiliate’s rights to object to the jurisdiction of the Court or arbitration proceedings.

 

31.5.              Affiliate agrees that pursuant to U.S. Federal law (and/or the laws of other jurisdictions) the failure to :

 

•          waive formal service of process (as previously agreed to herein), and 

•          file the acknowledgement of service of process form provided

 

can have serious adverse consequences. These include, but are not limited to:

 

•        Entry of a default Judgement / Arbitration Award for damages, attorney fees, and costs against the

Affiliate.

•        A requirement that the Affiliate pay all costs associated with formal personal service of process, and

•        The time for response to the Complaint or Arbitration petition will be shortened to 20 days, instead of 60 days that will apply if the waiver and filing occur. (90 days if the Affiliate is in a foreign country) 

 

AFFILIATE EXPRESS AGREES THAT THE ADVERSE CONSEQUENCES DESCRIBED ABOVE SHALL APPLY TO AFFILIATE IF THE AFFILIATE REFUSES/FAILS TO WAIVE PERSONAL SERVICE OF PROCESS AND/OR RETURN THE FORM ACKNOWLEDGING THE SAME TO THE COURT OR ARBITRATION TRIBUNAL WITHIN THE SPECIFIED TIME PERIOD.

 

 

AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT THE BUSINESS MAY AT ANY TIME ADMIT OTHERS AS AN AFFILIATE ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATION AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

 

BY SUBMITTING THIS AGREEMENT TO JOIN THE BUSINESS’S AFFILIATE PROGRAM, AFFILIATE IS CONFIRMING THAT AFFILIATE HAS READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

            

  Copyright © 2025 Compliance Media LLC. Licensed to ESTAGE LLC. All rights reserved.

 

 

 

 

EXHIBIT A

 

ESTAGE, LLC PARTNER AGREEMENT

 

Effective Date: February 10, 2025

 

This Partner Agreement ("Agreement") is made between ESTAGE, LLC ("Company," "we," "us," or "our"), with its principal contact email at support@estage.com and website www.estage.com, and you ("Partner," "you" or "your"). By enrolling in and/or participating in our Partner Program ("Program"), you agree to be bound by the terms and conditions of this Agreement.

 

Definitions

 

For purposes of this Agreement, the following terms have the meanings set forth below:

 

Partner: An individual or legal entity that has been accepted into the Program pursuant to the terms of this Agreement.

 

Partner Link: A unique URL or tracking code provided by the Company for the purpose of tracking referrals.

 

Commission: The monetary fee earned by the Partner for valid, qualifying sales or actions generated through the Partner Link.

 

Customer/Sale: An end user who, after being referred by the Partner, makes a purchase or takes an action that qualifies for a Commission.

 

Referral: An end user who, after being referred by the Partner, signs up as a free user on the platform or takes an action that qualifies for a trial period where no Commission has yet been generated.

 

Marketing Materials: The advertisements, content, images, trademarks, and other materials provided by the Company for use in connection with the Program.

 

Net Sales: Gross revenue received by the Company from a Customer, less refunds, chargebacks, cancellations, and other adjustments as defined herein.

 

Confidential Information: Any non-public information disclosed by either party to the other in connection with this Agreement.

 

Enrollment and Approval

 

2.1. Application. You must be an active Estage Ambassador or Estage Founders Circle member to participate in the Partner Program.

 

2.2. Acceptance. We reserve the right to accept or reject any application, in whole or in part, at our sole discretion and without any obligation to provide reasons.

 

Partner Obligations and Representations

 

3.1. Eligibility. You represent and warrant that you are at least 18 years of age and have the legal capacity to enter this Agreement.

 

3.2. Compliance with Laws. You agree to comply with all applicable federal, state, local, and international laws, regulations, and guidelines regarding your participation in the Program.

 

3.3. Marketing Practices. You agree to promote the Company's products and services in a manner that is honest, ethical, and not misleading. In particular, you shall:

 

Only use the Partner Links provided by us and refrain from "cookie stuffing" or other fraudulent tracking practices.

 

Avoid bidding on "ESTAGE" or any related trademarks in pay-per-click (PPC) campaigns unless expressly approved in writing by the Company.

 

Not engage in spam, unsolicited communications, or any deceptive marketing practices.

 

3.4. Representations. You represent and warrant that all information provided in connection with your application is true and accurate. Any false or misleading information may result in immediate termination of your participation in the Program.

 

Unauthorized and Prohibited Activities

 

4.1. Prohibited Conduct. Without limitation, you agree that you shall not:

 

Engage in any fraudulent, deceptive, or unethical practices designed to manipulate or circumvent the proper tracking of Partner Link referrals, including but not limited to cookie stuffing, link cloaking, or the use of automated methods (e.g., bots) to generate clicks, impressions, or purchases.

 

Send unsolicited or bulk electronic messages ("spam"), including but not limited to email, SMS, or other forms of communication, in connection with the promotion of the Company's products or services.

 

Bid on any search engine advertising keywords containing "ESTAGE" or any variations thereof.

 

Create multiple Partner accounts or otherwise attempt to circumvent the terms of this Agreement.

 

Misrepresent your affiliation with, endorsement by, or relationship to the Company in any manner that is misleading or deceptive.

 

Offer Customers any incentives, discounts, or other inducements to purchase the Company's products or services through your Partner Link without the Company's prior written approval.

 

Use any unauthorized advertising channels or marketing methods that could harm the Company's reputation, interfere with its business operations, or disrupt the operation of its tracking and payment systems.

 

4.2. Enforcement. The Company reserves the right to monitor your promotional activities and, at its sole discretion, suspend or terminate your participation in the Program and withhold any pending commissions if it determines that you have engaged in any unauthorized or prohibited activities. The Company further reserves the right to report any such activities to the appropriate legal authorities.

 

Code of Conduct

 

Partners are expected to maintain the highest standards of professionalism and ethical behavior in all interactions related to the ESTAGE Partner Program. By participating in the Program, you agree to the following guidelines:

 

5.1. Honest Representation. Present ESTAGE, its products, services, and the Program accurately and in a manner that reflects positively on the Company. Avoid any misrepresentation that could mislead Customers or distort the value of the Company's offerings.

 

5.2. Adherence to Guidelines. Use the marketing materials, Partner Links, and other promotional assets provided by the Company strictly as intended. Do not alter, manipulate, or otherwise misrepresent these materials.

 

5.3. Professional Communication. Engage in clear, truthful, and respectful communication in all public and private interactions. Whether you are engaging on social media, email, or other channels, your conduct should enhance the reputation of both you and ESTAGE.

 

5.4. Compliance with Promotional Standards. Follow all advertising and promotional standards provided by the Company, including any guidelines related to the display of trademarks, logos, or other proprietary content. Ensure that all claims you make are supported by verifiable information.

 

5.5. Prohibition of Misleading Tactics. Refrain from employing any tactics or practices intended to deceive Customers or manipulate tracking systems, including practices not expressly permitted under this Agreement.

 

5.6. Responsiveness and Reporting. Promptly report any errors, discrepancies, or suspicious activity related to your Partner Links or the Program to the Company. Cooperation in resolving any such issues is essential to maintaining the integrity of the Program.

 

Failure to comply with these standards may result in corrective action, including the suspension or termination of your participation in the Program at the Company's sole discretion.

 

Grant of Limited License and Use of Marketing Materials

 

6.1. License. Subject to your compliance with this Agreement, we grant you a non-exclusive, revocable, nontransferable license to use our trademarks, logos, and marketing materials solely in connection with the promotion of our products and services.

 

6.2. Guidelines. You agree to use such materials in accordance with any brand guidelines provided by us in your Partner center. You shall not alter, modify, or create derivative works from our materials without our prior written consent.

 

6.3. Restrictions. Except as expressly permitted herein, you shall not use any Company trademarks, trade names, or logos in any manner that suggests any affiliation, endorsement, or sponsorship by the Company without our express prior written approval.

 

Commission, Payment Terms, and Reporting

 

7.1. Commission Structure.

 

You will earn commissions on qualifying Net Sales generated through your Partner Link as described on our website and further detailed in Section 7.5 below.

 

Self-Purchase Prohibition: A Partner shall not earn commissions on any purchase of products or services made by the Partner (or by any person or entity for whom the Partner has a financial interest) through the Partner Link. Only sales made to bona fide third-party Customers will qualify for commissions.

 

Commissions are calculated based on Net Sales, which excludes refunds, chargebacks, cancellations, and any taxes or fees.

 

7.2. Payment Schedule and Threshold.

 

Commission payments are made weekly, subject to a rolling hold period (typically 30 days) to allow for potential refunds or chargebacks unless stated otherwise. Some of our programs may have a shorter or no-refund policy, in which case your commissions could be paid out sooner.

 

You must reach a minimum balance of $100 before a payment is issued. If you do not reach the minimum threshold in a given payment cycle, your commissions will roll over to subsequent cycles.

 

All payments will be made through Tipalti, Inc., unless otherwise agreed upon in writing. To receive your commission payouts, you must be fully set up and onboarded with the Tipalti payment system.

 

7.3. Tracking and Reporting.

 

We will use tracking cookies and your unique Partner Link to record referrals and sales.

 

It is your responsibility to ensure that your Partner Link is properly placed on your website or other marketing channels.

 

You can access reporting information in your ESTAGE Partner Center dashboard.

 

7.4. Refunds and Chargebacks.

 

In the event that a Customer receives a refund or a chargeback is processed, any commissions paid in connection with that sale will be deducted from your future payments.

 

7.5. Partner Program Specifics.

 

ESTAGE offers two distinct levels of Partner Programs with the following commission structures and exclusive benefits:

 

ESTAGE Ambassador:

 

Commission Rates:

 

40% on ESTAGE software (SAAS)

40% on ESTAGE software marketplace products (as determined by the Company)

40% on ESTAGE virtual events

40% on select ESTAGE training programs and courses (as determined by the Company)

40% on select ESTAGE services (as determined by the Company)

Additional Benefits: The ESTAGE Ambassador Program also includes exclusive training and perks, as determined by the Company.

 

b. Founders Circle:

 

Commission Rates:

 

100% on ESTAGE software (SAAS)

100% on ESTAGE software marketplace products (as determined by the Company)

100% on ESTAGE virtual events

100% on select ESTAGE training programs and courses (as determined by the Company)

100% on select ESTAGE services (as determined by the Company)

Additional Benefits: The Founders Circle also includes exclusive benefits, training, and perks, as determined by the Company.

 

The applicable commission rates and benefits for your participation will be determined by the Company at the time of your enrollment into one of these programs. The Company reserves the right to modify these rates, benefits, or the structure of the programs at any time, with notice provided to you.

 

Taxes

 

8.1 You are solely responsible for any taxes, fees, or levies imposed on the commissions you receive under this Agreement. The Company will not withhold any taxes from commission payments, and it is your responsibility to report such income in accordance with applicable laws.

 

Term and Termination

 

9.1. Term. This Agreement commences on the Effective Date and will continue until terminated by either party in accordance with this Section.

 

9.2. Termination by Either Party. Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.

 

9.3. Effect of Termination. Upon termination:

 

You must immediately cease all use of the Partner Links and any Company marketing materials.

 

You will no longer be eligible to earn commissions on new referrals.

 

Commissions earned prior to termination will be paid in accordance with the Payment Terms, subject to any adjustments for refunds or chargebacks.

 

9.4. Termination for Cause. We reserve the right to immediately terminate this Agreement and withhold any pending commissions if you breach any of the terms herein or engage in prohibited practices.

 

Intellectual Property

 

10.1. Ownership. All intellectual property rights in and to the Company's trademarks, trade names, service marks, logos, content, and marketing materials remain the sole property of ESTAGE, LLC.

 

10.2. License Limitations. Your right to use such intellectual property is strictly limited to the terms of this Agreement and does not confer any ownership rights.

 

10.3. Feedback. Any suggestions or feedback you provide regarding our products, services, or marketing materials shall be deemed non-confidential and the Company shall be free to use such suggestions without any obligation or compensation to you.

 

Confidentiality

 

11.1. Confidential Information. Each party agrees to keep confidential and not disclose to any third party any

Confidential Information received from the other party, except as necessary for the performance of this Agreement.

 

11.2. Exclusions. Confidential Information does not include information that:

 

Is or becomes publicly known through no breach of this Agreement;

 

Is received from a third party without breach of any obligation of confidentiality;

 

Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

 

11.3. Duration. The obligations in this Section shall survive the termination of this Agreement.

 

Indemnification

 

12.1 EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL ESTAGE OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY'S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER ESTAGE HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. IN NO EVENT SHALL ESTAGE’s LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF COMMISSIONS EARNED BY YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

 

Limitation of Liability

 

13.1 You agree to indemnify, defend, and hold harmless ESTAGE, LLC, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

 

Your breach of any representation, warranty, or obligation under this Agreement;

 

Your marketing activities or any misrepresentations related to the Company's products or services;

 

Any violation of applicable law by you in connection with the Program.

 

Modifications and Amendments

 

14.1 We reserve the right to modify, amend, or update this Agreement at any time in our sole discretion. Any modifications will be effective immediately upon posting on our website or upon notice to you via email. Your continued participation in the Program after such changes constitutes your acceptance of the modified terms.

 

Governing Law and Dispute Resolution

 

15.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of law principles.

 

15.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses in connection with the arbitration, except as otherwise provided by applicable law.

 

15.3. Class Action Waiver. BY AGREEING TO THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.

 

Notices

 

All notices or other communications required or permitted under this Agreement must be in writing and shall be deemed to have been duly given when delivered:

 

16.1. Electronically: By email to support@estage.com and website (provided that you have confirmed receipt), or

 

16.2. By Mail: By certified mail, return receipt requested, to the address provided on our website.

 

Entire Agreement; Severability; Waiver

 

17.1. Entire Agreement. This Agreement constitutes the entire Agreement between you and ESTAGE, LLC regarding your participation in the Partner Program and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written.

 

17.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

 

17.3. Waiver. No failure or delay by the Company in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any waiver be effective unless in writing.

 

Income and Business Opportunity Claims

 

18.1. No Guarantees of Earnings.

The ESTAGE Partner Program is designed to provide an opportunity to earn commissions by promoting our products and services. However, the Company makes no representations or guarantees regarding the level of income or business success you may achieve. Any estimates, projections, or testimonials provided by the Company or other Partners are not a promise, guarantee, or prediction of your future earnings. Results vary widely and depend on numerous factors including, but not limited to, your marketing efforts, skill, dedication, market conditions, and customer demand.

 

18.2. Individual Results Vary.

You acknowledge that earnings and business opportunities are not typical and that the success of other Partners or any sample figures mentioned should not be taken as a benchmark for your own performance. The income you earn under this Agreement is based on your own initiative, capabilities, and level of commitment, and no income level is assured.

 

18.3. No Business Opportunity. Participation in the ESTAGE Partner Program does not constitute the purchase or sale of a business or investment opportunity. It does not grant you any rights to a share of the Company's profits, equity, or business operations. Any descriptions or statements regarding the Program's potential should be understood solely as opportunities to earn commissions as set forth in this Agreement, and nothing more.

 

18.4. Disclaimers and Reliance. The Company expressly disclaims any liability or responsibility for any claims or representations regarding potential income, profit, or business opportunity made by or on behalf of any person or entity in connection with the Program. You are expressly prohibited from making any claims that the use of ESTAGE will guarantee that the user will make money.

 

Force Majeure

 

19.1. Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control (including, without limitation, acts of God, war, terrorism, government regulation, or natural disasters).

 

Assignment

 

20.1. You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. We may assign this Agreement, in whole or in part, without notice to you.

 

Additional Terms

 

21.1. Any additional guidelines or policies referenced on our website or provided to you in connection with the Program are incorporated herein by reference and shall form part of this Agreement.

 

Acknowledgment and Acceptance

 

22.1. By enrolling in the ESTAGE Partner Program, you acknowledge that you have read, understood, and agree to be bound by all of the terms and conditions of this Agreement, including the provisions regarding unauthorized and prohibited activities, the Code of Conduct, and the class action waiver. If you do not agree to these terms, please do not participate in the Program.

 

Contact Information

 

23.1. If you have any questions regarding this Agreement or require further information, please contact us at support@estage.com and website.


Copyright © 2025 Compliance Media LLC. Licensed to ESTAGE LLC. All rights reserved.