Affiliate Agreement
This Affiliate Agreement was last changed on September 20, 2018.
Upon signing on as an Affiliate for the Wise Woman Institute (WWI) Program, you (“Affiliate”) are agreeing to and bound by the terms included within this agreement (“Agreement”).
1. Overview
This Agreement contains the complete terms and conditions governing your relationship with WWI LLC and your participation in the Wise Woman Institute(“WWI”) Affiliate Program (the “Program”). The purpose of this Agreement is to allow your promotion of the WWI LLC program in exchange for financial compensation. This agreement pertains only to the program associated with WWI LLC.
You must be approved by Wise Woman Institute LLC before your participation in the Program. Wise Woman Institute LLC reserves the right to withhold or refuse approval for any reason. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure of the Affiliate to observe the terms and conditions of this Agreement the Terms of Service, or the privacy policy will disqualify Affiliate from participating in the Affiliate Program and termination of your account. Approval may be withdrawn by Wise Woman, at any time for any reason.
2. Affiliate Obligations
2.01. To begin the enrollment process, you will complete and submit the online application at the WWI Affiliate Sign Up page. We will evaluate your application and we will approve or reject your application at our sole discretion.
We will reject your application or cancel an existing affiliate account if we determine that your site is unsuitable for our Program, including if it:
- Promotes sexually explicit materials.
- Promotes violence.
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, including those of WWI LLC, or third-parties without express permission, or to violate the law.
- Is otherwise in any way unlawful, libelous, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
- Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
- Promotes get-rich-quick schemes that have no tangible business value.
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles in any way our website nor
2.02. All affiliates that send advertisements via email must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) consumer opt-in date; (b) registration source; (c)
2.03 Affiliate Responsibilities
- Unless otherwise approved in writing by WWI LLC, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
- Affiliates may not bid on any variations of WWI brand terms in any keyword based pay-per-click search engines, including, without limitation, Google and Bing.
- Affiliate websites must be fully functional at all levels;
- Affiliate’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
- Spawning process pop-ups are prohibited;
- All affiliates shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors, your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. WWI LLC reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program;
- Affiliate is responsible for ensuring the accuracy, truth, and appropriateness of materials posted on your site, including, among other things, all Program-related materials and any information you include within.
2.04. As a member of the Program, you will have access to the Affiliate Resource Center. Here you will be able to review our Program’s details, download HTML code for text links and banner creatives (that provide for links to landing pages within the WWI web site). In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate links we provide you with.
2.05. WWI LLC reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
2.06. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date, for compliance with these terms of use, for compliance with applicable law, and/or to notify you of any changes that we feel should enhance your performance.
2.07. It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material and/or trademarks, whether it be a writing, an image, a name, logo, or any other copyrightable work or trademark. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights. We respect the intellectual property rights of others and we reserve the right to terminate your account if you infringe another’s intellectual property.
2.08. It is your obligation to review the Terms of Use for the Affiliate Program regularly. You must stay aware of any changes to the Terms of Use, although WWI LLC will use its reasonable efforts to notify you of any changes. Please refer to Terms of Use.
2.09. Affiliate agrees not to, directly or indirectly, say or do, or cause any third-party to say or do, anything that could be construed as disparaging or derogatory about or WWI LLC its business, products or services, or to otherwise disparage, demean or impugn the reputation of WWI LLC, its business, products or services, in any manner. This non-disparagement shall include any comments or remarks whatsoever, whether oral or written, in any medium whatsoever, including, but not limited to, any social media platforms.
2.10 You acknowledge and agree that all Program materials, including but not limited to WWI LLC and WWI logos, trade names, trademarks, copyrighted works, contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and are the sole property of Company or its licensors. You further acknowledge and agree that any content contained in advertisements or information presented to you through advertisers concerning Company or otherwise is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
3. Our Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the program.
3.2. We actively monitor traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of WWI LLC; fraudulent leads as determined and reported by WWI LLC clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the program.
If you fraudulently add leads or clicks, or inflate leads or clicks by fraudulent traffic generation, as determined solely by WWI LLC, you will forfeit your entire commission for all Programs and your account will be terminated. In addition, in the event that you have already received payment for fraudulent activities, we reserve the right to seek credit or remedy from future earnings or to demand reimbursement from you.
WWI LLC reserves the right to terminate this Agreement and your participation in the program Affiliate Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, WWI shall not be liable to you for any commissions for such fraudulent sales.
4. Term and Termination
This Agreement will begin upon our acceptance of your affiliate application and will continue unless terminated hereunder. Either you or we may end this Agreement on three (3) business days’ written notice to the other party, with or without cause. WWI LLC, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other WWI service, for any reason at any time. Such termination of the Program will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. WWI reserves the right to refuse service to anyone for any reason at any time. Termination notice may be provided via email and will be effective immediately, including that you must immediately cease all advertising activities. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Program, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. All
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, (which may be provided by email to the email address provided in the course of your registration with WWI LLC). Modifications may
6. Commissions & Payment
6.1. WWI will pay affiliates a commission of 10% ($1900 on a full price purchase at early bird pricing and $2700 at full price) for all single sales of the Wise Woman Institute program.
6.2. Commissions will be paid out via cheque within 30 days after the transaction has been completed. In addition to any other remedies that may be available to WWI LLC, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by WWI to you. All payments are made in U.S. dollars only.
6.3. For the sake of clarification, this agreement pertains only to the program associated with WWI LLC. Affiliate programs may be available for other products offered by WWI LLC.
6.4. WWI LLC shall compile, calculate and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by WWI LLC needs to be submitted in writing within five (5) business days of receipt,
6.5. WWI LLC will only pay Affiliates for commissions that are earned and tracked through your participation as an Affiliate. Any Affiliate that is removed from the program because of non-compliant behavior will not receive commissions. You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
6.6. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product in the Program.
6.7. As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service).
7. Access to Affiliate Resource Center
We will create, and email you a password so that you may enter your secure affiliate account interface. You will be able to change your password on your first log-in.
You may not share your password with any other person. You are responsible for any actions taken through the use of your password.
8. Promotion Restrictions
8.1. You are free to promote your own websites, but any promotion mentioning WWI LLC could be perceived by the public or the press as a joint effort, which is not the case. To avoid confusion, the following promotional restrictions are to be followed by all participating affiliates.
Certain forms of advertising are always prohibited by WWI LLC. For example, advertising commonly referred to as “spamming” is unacceptable. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote the program so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove/unsubscribe themselves from future mailings. Also, you may post to newsgroups to promote the program so long as the
8.2. Affiliates are prohibited from keying in prospect’s information into the lead form with the intent of misrepresenting or falsifying leads.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited WWI LLC site (i.e., no page from our site or any WWI LLC content or branding is visible on the
8.4. Affiliates are rewarded for networking and bringing in new customers through their own marketing efforts. WWI LLC prohibits affiliates from utilizing their affiliate link to refer their own customer account(s) to receive
9. Grant of Licenses; Confidentiality
9.1. WWI LLC grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of WWI LLC and the goodwill associated therewith (including any data derived from the Program) will inure to the sole benefit of WWI LLC.
9.2. WWI LLC is, and shall remain, the sole and exclusive owner of all right, title and interest, including all intellectual property rights, in and to (i) the Program materials, (ii) the Licensed Materials, and (iii) any tangible or intangible subject matter, including any documents, data, information, methods or materials, provided or made available to Affiliate by or on behalf of WWI LLC (collectively the “Company Materials”). Nothing in this Agreement grants to Affiliate or any third party, by implication, waiver, estoppel or otherwise, any right, title, or interest, including any intellectual property rights, in or to any of the Company Materials. Affiliate shall not at any time reproduce, use, exploit, or perform any other act on, with or relating to the Company Materials, except solely to the extent necessary to perform the obligations hereunder in strict accordance with the terms and conditions of this Agreement.
9.3. Each party agrees to use the other party’s Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party’s Confidential Information to any
10. Disclaimer
WWI LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WWI SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF WWI ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU 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 OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY’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 TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless WWI and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, domain name, social media member name, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site.
You will immediately notify WWI LLC of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.
WWI LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
14. Miscellaneous
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and WWI. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party). Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Wisconsin without regard to the conflicts of laws and principles thereof. Further, the parties hereby agree that any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in DePere, Wisconsin except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Wisconsin (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5 This Agreement and the Terms of Service
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.