(When you are ready to sign up, email us at Affiliates@DiscoveryClub.us/ We will send you a DocuSign agreement. Or call Lee Allen at 424-535-6068)
Affiliate Agreement for Online Sales
THIS AGREEMENT is made this date ______________________________________________ by and between Discovery ClubTM (hence “the
Company”) and _______________________________________________________________________________________________________________________ (hence “Affiliate”).
WHEREAS, the Company and Affiliate agree to a mutual relationship as detailed herein, and whereas parties agree that Affiliate shall be authorized by the Company to provide online “Influencer” marketing from Affiliate’s website, social media, YouTube and other online platforms owned by Affiliate (platforms identified by site address at Para. 1 below), for the intended purpose of directing Affiliate’s followers to the Company’s website at www.DiscoveryClub.us to become a Club Member (subscriber) or to purchase individual product from the Company.
IN CONSIDERATION THEREOF, parties herein agree to the terms and conditions set forth below:
1. Affiliates rightfully owns the following media platforms identified as:
2. Relationship of Parties: It is understood the Company and Affiliate are independent contractors, and that nothing in this Agreement is to be construed as creating any type of partnership, joint venture, agency, franchise, sales representative relationship or employment relationship between the parties. As well, Affiliate has no authority to make or accept any offers or representations on behalf of The Company.
3. Performance: Affiliate shall be solely responsible for his/her own marketing and any costs associated therewith. As well, Affiliate agrees to be solely liable for his own marketing and to hold the Company harmless for any actions related to Affiliate’s marketing of The Company’s products.
4. Term: This agreement shall commence with the acceptance date of this agreement and continue for a period of 12 months, at which time a renewal shall be signed by both parties if wishing to continue the relationship. During this period, either party may discontinue the relationship by giving notice with an effective termination date, which shall be by electronic or other form of written communication by the initiating party. At any such time as this relationship shall end, the Company shall provide a final accounting of commissions earned and due, along with final payment within 30 days of notice.
5. Use of the Company’s Name: Affiliate is authorized to use the Company’s trademarked name, logo, slogan and other Trademarked and/or Intellectual Property found on The Company’s website, along with any sales, specials or pricing posted, so long advertisement wording, dates, expirations and/or lengths of time accurately correspond with the Company’s current posted promotions.
6. Use of The Company Trademarked Property, Intellectual Property and Other Content: Affiliate is being granted a limited, non-exclusive license to use The Company’s images, logos, trademarked name, copyrighted and/or marketing material and any other similar material relating to The Company (collectively called "Licensed Materials") as provided by the Company to Affiliate for purposes of advertisement and marketing of the Company’s Services. All material on The Company’s website, including text, graphics, and other illustrations (Content) is understood to be the sole property of The Company.
7. Prohibited Publicity: Affiliate shall not create, publish, distribute, or permit any written material that references the Company without first submitting such material to the Company and receiving prior written consent.
8. Prohibited Use of The Company Material: Affiliate may not sell, reproduce, distribute, copy, duplicate, modify, display, prepare derivative works or repost any of The Company’s copyrighted or Intellectual Property for purposes of exploiting material for commercial purpose, or otherwise use any of The Company’s Content in any way for any public or commercial purpose without prior written consent of the Company. Violation of these terms will be grounds for automatic termination, in which case Affiliate agrees to immediately destroy any such copies or reproduction or reposting of said material above. Use of The Company marketing material in in any manner that is disparaging or that otherwise portrays The Company in a negative light is strictly prohibited. Determination of what is and is not acceptable use is at the sole discretion of The Company. Affiliate may not alter, modify or change the Company’s marketing materials in any way without prior permissions. Upon the effective date of the expiration or termination of this Agreement, Affiliate agrees to cease using all such materials.
9. Prohibited Marketing: Affiliate agrees to abide by The Company’s prohibited marketing policies as set forth below. As well, that any violation thereof shall be grounds for removal from the Company’s Affiliate program to include any future representation of the Company:
a) Unsolicited e-mails: There shall be no Unsolicited Commercial E-mailing (commonly referred to as Spam), or any form of unsolicited e-mail sent out by Affiliate to promote any of the services associated with The Company. (Spam shall be defined here as unsolicited e-mails sent to persons with whom Affiliate has no relationship and/or who has not requested information pertaining to the Company.)
b) Inappropriate Content: Affiliate may not link to The Company’s website or other Company links any online site which contains content that is slanderous, libelous, threatening, pornographic, obscene and or infringing that could give rise to any civil or criminal liability.
c) Reference to the Company’s Competitors: Affiliate may not reference or place links to competitors of The Company (to include Affiliate or other Affiliate Programs).
10. Commissions: Affiliate shall be paid commissions based on actual sales transactions that take place on the Company’s website resulting from Affiliate’s direct influence, which shall be evidenced by a customer inputting Affiliate’s Unique Code (AUC) at the Company’s website “Checkout” page. Commissions shall be calculated at a rate of Ten Percent (10%) of the customer’s total net purchase (after any specials or other discounts are deducted at the time of the transaction).
11. Payment of Commissions: Affiliate shall receive a monthly statement that details customers who subscribed to Discovery Club’s Box or purchased store products during the previous month. Statement shall include a printout of sales data by AUC collected automatically by the Company’s subscription platform Cratejoy. The Statement of Accounting shall be provided Affiliate by the 10th of each month following the previous month’s transactions along with payment of commissions earned for that preceding month, less any credits, refunds, cancellations by Affiliate’s customers.
12. Method of Payment of Commissions: Commissions shall be paid by wire transfer using Venmo or Google Pay into the account of Affiliate’s choice.
13. Term of Paid Commissions: Affiliate shall be entitled to receive commissions on customers referred for a term of 12 contiguous months, beginning with the date an Affiliate’s referred customer makes their first purchase. Should there be a break in the customer’s subscription then no commissions shall be due or earned during the lapse. However, if the customer re-subscribes then commissions shall be paid out for the new subscription period, but with the maximum duration of commissions set at 12 months from the beginning date when the customer first purchased or subscribed. After 12 months Affiliate shall not be entitled to any further commissions on that respective customer.
14. Limitation of Liability: The Company will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data, arising out of or relating to this Agreement or the Program. Further, the aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions due and payable to Affiliate under this Agreement.
15. Indemnification: Affiliate hereby agrees to indemnify and hold harmless The Company, its 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, expenses (including reasonable attorneys' fees, which will include an allocable portion of the expense of such party's corporate legal department), and costs (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 related to: (i) any misrepresentation or representation or warranty or breach of a covenant and agreement made by Affiliate; (ii) the development, operation, maintenance and content of Affiliate’s Site, and products and services offered from said Site, or any claim related to said Site, including, without limitation, content therein not attributable to the Company; or (iii) any representation or warranty made by Affiliate on his Site or otherwise relating to the Services that exceeds the representations and warranties made by The Company regarding such Services.
16. Amendments to Agreement: The Company reserves the right to amend this agreement as needed from time to time with such modifications to be in writing and accepted by both parties.
17. Arbitration: Any disagreement between parties to this agreement shall be settled by arbitration under the laws of the Commonwealth of Virginia governing arbitration.
18. Attorney Fees: If either party resorts to legal action to enforce, defend or interpret any of the terms or provisions of this Agreement, the prevailing party will be entitled to receive, in addition to such other remedies as will be awarded in such legal action, reimbursement from the non-prevailing party for all reasonable attorneys' fees and all other costs incurred in commencing, maintaining or defending such action. In addition, the prevailing party will be entitled to recover from the non-prevailing party post-judgment attorneys' fees incurred in enforcing a judgment against the non-prevailing party.
19. Entire Agreement: This Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
IN WITNESS WHEREOF, the parties have executed this Agreement effective this _____________ day of ___________________________________________2018.
Authorized representative for Discovery Club
Affiliate's Signature: ________________________________________________________________________________________
Affiliate’s Name: ______________________________________________________________________________________________
Affiliate's Unique Code (AUC): ____________________________________