HEROIC PUBLIC BENEFIT CORPORATION AFFILIATE PARTNERSHIP AGREEMENT
By participating in the promotional marketing and product launch (herein referred to as “Promotion” or “Affiliate Program”) of Heroic Public Benefit Corporation (herein referred to as “Company”), YOU (herein referred to as “Affiliate” or “You”) agree to the following Terms and Conditions (herein referred to the “Agreement”):
1. THE AGREEMENT: This Affiliate Agreement (this “Agreement”) is a legal document between Heroic and you regarding our affiliate relationship. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please carefully read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire because each of the terms of this Agreement are important to our working relationship.
2. NON-EXCLUSIVITY: This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
3. AFFILIATE PROGRAM:
- Affiliate shall have the opportunity to promote the Product and its programs in accordance with the terms of this Agreement.
- Affiliate shall promote and market our programs using only promotional materials supplied or approved by Heroic. Promotional material (emails, landers, ads, social media posts) must be consistent with Heroic’s branding and shall not be false or misleading.
- Affiliate shall direct potential purchasers of Heroic programs to the dedicated links provided by Heroic.
- Affiliate agrees to conduct itself in compliance with all applicable laws, rules and regulation, including, without limitation, CAN-SPAM.
Affiliate agrees and understands that if its marketing, websites, emails or any other communications associated with or for this Promotion are deemed inappropriate at the sole discretion of the Company, Affiliate will be in violation of this Agreement. Affiliate will then be removed from this Affiliate Program and will not receive recognition, payments or any other compensation or communication from the Company.
“Inappropriate” is defined as communication that:
- contains, promotes or links to sexually explicit or violent material;
- promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
- contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights, or links to a site that contains such material;
- contains information regarding, promotes or links to a site that provides information or promotes illegal activity;
- uses or embeds Company’s videos, images, banners, likeness, brand name or website in a way that may cause market and a consumer likelihood of confusion to the source and ownership of the material;
- offers a cash incentive or discount on product(s) as a means of promotion or
- for any other reason that Company deems inappropriate.
4. LINKS AND MARKETING: Heroic will provide you with unique URL Links (herein referred to as “Links”) for Promotion as well as graphics, or text necessary to promote and offer Heroic programs.Affiliate may ONLY utilize the link provided by the Company on the Affiliate’s websites, emails or and marketing owned and maintained by the Affiliate, the Affiliate’s brand or Affiliate’s social media pages. Affiliate may NOT post their link on other websites that are not owned by Affiliate except ads or social media placements. Affiliate may NOT spam or send any unsolicited email to any party during the Promotion. If Affiliate is caught spamming, they will be removed from the Heroic Affiliate Program, and their commissions or pending commissions will be canceled and/or forfeited. “Spam” or “Spamming” is defined as emailing or posting to anyone who has not requested information via email or any website and also includes sending links to search engines. Spamming with links outside of Affiliate’s direct email list, websites or social media pages will be considered a violation of this Agreement and affiliate will be removed from this Program and this Agreement will be terminated immediately without payment of Affiliate commissions. Affiliate agrees to abide by all Federal Trade Commission Guidelines and specifically, the CAN-SPAM Act.
5. PAYOUT INFORMATION: Payouts will only be available when Heroic has your current address information as well as accounting and tax documentation. You may be asked to submit a W9 or W8BEN form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible. We expressly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.
For the referral of Heroic Coach - Class XV, the affiliate will earn:
- $300 commission per paid referral
Payouts will be made on a quarterly basis, as payments are received. Note Heroic has a 60-day impact guarantee, no affiliate commission will be paid in advance of this period. Affiliates will be compensated at the same commission rate for purchases made on monthly payment plans, after Heroic receives payment.
If a sale is canceled, refunded, or defaulted for any reason, any paid commission will be deducted from the amount owed to the Affiliate and any subsequent payment. If payment plans get sent to collections (or if it takes us more than 4 weeks of attempts to bring the payments current), then we stop paying commission, even if we do end up collecting it successfully. Affiliate will not be paid commissions on any sales attributed to spam, credit card fraud, or returned Product.
Heroic is NOT responsible for the usage or maintenance of affiliate links. Only sales tracked through the Link will count towards the Commissions. If a customer clicks on Affiliate links of multiple Affiliates, the Affiliate who is the first referral source before the sale will receive the commission. For each sale, commission can only be granted to one Affiliate. Affiliate may not purchase the Product through their link and receive commission on that sale. Affiliate commissions are counted and sales numbers are deemed final at the sole discretion of the Company.
6. TERM, TERMINATION & SUSPENSION: The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either party at any time with or without cause. You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will receive payouts earned prior to the date of termination. If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website, you forfeit all rights, including the right to any unclaimed payout. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
7. INTELLECTUAL PROPERTY: You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the company (“Company IP”). Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us. We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement. Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages and or legal fees and costs. You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Affiliate Program.
8. VARIATIONS: The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior versions of this Agreement.
9. EARNINGS DISCLAIMER: You accept and agree that you are fully responsible for your progress and results from your participation in this Affiliate Program. We offer no representations, warranties or guarantees verbally or in writing regarding your earnings or results. By participating in this Program, you understand because of the nature of the program and extent, the results experienced by each person may significantly vary. Any statements outlined on our websites, programs, downloads, content and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological or financial advice and your participation in this program will not treat, diagnose or cure any disease.
10. RELATIONSHIP: Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
11. ACCEPTABLE USE: You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company. You further agree not to use the Affiliate Program: a. To harass, abuse, or threaten others or otherwise violate any person’s legal rights; b. To violate any intellectual property rights of the Company or any third party; c. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another; d. To perpetrate any fraud; e. To engage in or create an unlawful gambling, sweepstakes, or pyramid scheme; f. To publish or distribute any obscene or defamatory material; g. To publish or distribute any material that incites violence, hate, or discrimination towards any group; or h. To unlawfully gather information about others.
12. INDEMNIFICATION AND LIABILITY: Affiliate shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever - including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements - which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Affiliate shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Affiliate recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.
13. FORCE MAJEURE: In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, a pandemic, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Company to perform its obligations under this Agreement, the Company’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
14. GOVERNING LAW & DISPUTE RESOLUTION: This Agreement shall be governed by and construed in accordance with the laws of Texas. In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement shall be settled and determined by arbitration. The rules governing this arbitration shall be according to the American Arbitration Association (AAA) and all proceedings will be conducted in New York County, New York. The decision of the arbitration shall be final and each party agrees to be bound by the arbitration board. This Agreement shall be construed and interpreted according to the laws of the State of Texas in the United States of America and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Affiliate and to the Affiliate shall include their heirs, successors, assignees, and personal representatives.