PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND KATHI LIPP LLC. (DBA KATHILIPP.COM and WRITINGATTHEREDHOUSE.COM)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Kathi Lipp LLC’s The Red House Writers Collective Affiliate Program. By participating in the promotion (the “Promotion”) of The Red House Writers Collective (the “Service”) conducted by Kathi Lipp LLC (the “Promoter”) you (the “Affiliate”) agree to the following Terms and Conditions (the “Agreement”).
Affiliate must be 18 years or older and a US citizen to participate in Promotion. Promoter reserves the unconditional right to accept or deny any Affiliate who enters the Promotion on the Promoter’s website (the “Enrollment Site”) or who drives traffic to the Promoter’s marketing websites under the Kathi Lipp’s Writing At The Red House brand (the “Sites”).
Affiliate must be in good standing with the Federal Trade Commission (the “FTC”) and the Promoter, and in compliance with all FTC guidelines and the terms and conditions of this Agreement.
Affiliate agrees and understands that if its marketing, websites, emails or any other communications associated with or for this Promotion are deemed inappropriate that Affiliate will be deemed, at the sole discretion of the Promoter, ineligible to participate in the Promotions and disqualified from receiving any recognition, commissions, prizes or any other compensation or further communication from the Promoter.
Affiliate will be immediately removed from this Promotion and from Promoter’s Affiliate Program and will be in violation of this Agreement if, at the sole discretion of the Promoter, its marketing for this Promotion or for its own sites:
- 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; or
- uses Promoter’s videos, images, banners, likeness, or brand name in or on their websites, thus creating market and consumer confusion (which is illegal and generally referred to as copyright or trademark infringement). To be clear, you may not use our banners, images or videos as if they are your own on your own sites or any other sites, as it may cause a customer to opt-in thinking they are opting in to our communications rather than yours. Clearly, the best practice to generate sales is to establish your own brand, identity, and sites, then to authentically recommend our program, not pretend to be us.
- for any other reason that is deemed by us to be unsuitable by the Promoter.
Promoter reserves the right to disqualify Affiliates from our Affiliate program, cancel pending commissions based on inappropriate behavior or marketing by the Affiliate, and to amend this Promotion or Agreement at any time without notification to Affiliate.
SPAM AND UNSOLICITED EMAIL
Affiliate agrees NOT to send any unsolicited email to any party during the Promotion. Promoter has ZERO tolerance toward any Affiliate who spams any party or individual, period. If Affiliate is caught spamming, they will be removed from the Promoter’s Affiliate Program, and their commissions or pending commissions will be canceled and/or forfeited. Spam is defined as emailing or posting to anyone who has not requested information via email or any website, and also includes “spamming search engines” with links. Affiliate agrees to abide by all Federal Trade Commission Guidelines and the U.S. Federal Can-SPAM Act.
Affiliate will receive 30% of the gross revenue (payable in U.S. dollars) for every subscription to the Service that is directly referred by the Affiliate to the Promoter’s Site through the Affiliate’s unique link or cookie. This ONLY includes sales that are driven from the Affiliate to the Promoter’s sales sites and as tracked through the Affiliate’s unique link provided by the Promoter or the cookie resulting from that link.
Commissions are not paid on, and will not include, a single sale to the Affiliate themselves, meaning Affiliate cannot purchase the Service for their own use through their link and receive a commission on that sale. Affiliate commissions are counted and final numbers are deemed final at the sole discretion and decision of the Promoter.
Commission payments will be sent to Affiliate by the Promoter via PayPal once every 30-45 days and will cover revenue received from subscriptions for the previous month. If a subscription is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to the Affiliate and any subsequent payment. Affiliate commissions will not be paid based on any sales or amounts that are attributed to spam or credit card fraud. Promoter reserves the right to change the dates of the commission payout.
Affiliates must complete and submit a W-9 (or W-8BEN for those outside the USA) and any tax information sent by the Promoter before receiving any commission payments. Reasonable effort will be made by the Promoter to obtain a valid W-9 from the Affiliate. Failure of the Affiliate to submit a valid W-9 to the Promoter may result in the removal of the Affiliate from this Promotion and the Promoters Affiliate Program. In addition, commissions earned by an Affiliate with no W-9 on file with the Promoter after 90 days of earning the commission may be forfeit at the sole discretion of the Promoter.
Promoter is NOT responsible for Affiliate using or maintaining their affiliate links and only sales tracked through the Promoter’s system will count towards the Affiliates commissions. All sales and commission numbers are tallied by the Promoter and credit due to the Affiliate and all the final sales and commission numbers are at the sole discretion of the Promoter. Promoter makes every reasonable effort to accurately track and pay commissions for all sales that come from Affiliates, but it not responsible nor under any circumstances will be held liable for any technical difficulties, outside events, actions by other affiliates, or other uncontrollable events that may disrupt or interfere with Promoter’s ability to do track sales or pay commissions. Under no circumstances will Promoter be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits that result from Affiliate’s participation in this Promotion.
RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or employment relationship between the Parties. Affiliate is participating in the Promotion as a fully independent entity and is responsible for any and all federal, state, local, and/or foreign income taxes and self-employment taxes, and any and all other federal, state, and local licensees, fees or taxes, or sales tax, including withholding taxes, social security taxes, and public liability and workman’s compensation insurance. Under no circumstances will Promoter be held liable for any actions or results of the Affiliate.
Affiliate hereby agrees not to share, use, copy, adapt, alter, distribute, duplicate, or part with possession of any of the Promoter’s confidential information which is not directly provided or approved by the Promoter, or any confidential information that is disclosed or otherwise comes into its possession under or in relation to this Agreement. Confidential information includes, but is not limited to, the following types of private information and other proprietary information of a similar nature regarding the Promoter’s business: sales figures, software passwords, Promoter list size, list contents, ideas, stories, activities, curriculum, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer financial information, personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including, but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, and other similar information that is proprietary to and confidential information of the Promoter.
Affiliate shall not disclose his/her terms of this Agreement to any third party other than to the Affiliate’s employees and agents who (a) have a need to have access to such information (b) agree in writing to comply with the confidentiality provisions of this Agreement.
This Agreement imposes no obligation of confidentiality on Affiliate with regard to any portion of Promoter’s confidential information (a) that is part of the public domain at the time of disclosure; or (b) that becomes part of the public domain after the Promotion without any unauthorized act by or omission of Affiliate; or (c) if Affiliate can demonstrate by written records that he/she had independently developed knowledge of such confidential information prior to the date of disclosure; or (d) if permission to use or disclose said confidential information is first obtained by Affiliate in writing from Promoter; or (e) if Affiliate is required by law, regulation, rule, act, or order of any court or other government authority or agency to disclose such confidential information. In general, Affiliate may not disclose any financial, personal, or business information about the Promoter or its executives without permission from the Promoter. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.
INDEMNIFICATION AND LIABILITY
Affiliate agrees to indemnify and hold harmless the Promoter and the Promoter’s founders and executives, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney fees) which Affiliate may be subject to or incur in connection with the Promotion to be rendered, except those claims that are judicially determined to have resulted from Promoter’s gross negligence or willful misconduct. Under no circumstances will Promoter or their assigns be held liable for Affiliate’s injury or death or any loss or damage of personal belongings or earnings resulting from its providing of the Promotion or from Affiliate’s participation in any of its promotions or live events (“Events”) should the Affiliate attend them. Affiliate hereby accepts all risk to its health including injury or death that may result from participating in any Promoter Events and hereby releases Promoter and their officers, employees, interns, Affiliates, sponsors and representatives from any and all liability to his or herself and their personal representatives, estate, heirs, next of kin, and assigns for any and all claims and causes of action for loss of or damage to Affiliate’s property and for any and all illness or injury to Affiliate’s person, including death, that may result from or occur during Affiliate’s participation at the Events, whether caused by negligence of the Promoter or its representatives. Affiliate acknowledges and agrees to be financially responsible for any medical or legal bills that may be incurred as a result of participation in the Promotion or Events including any financial loss or emergency medical treatment. Affiliate understands that Promoter does not give legal or financial advice and under no circumstances will be held liable for results related to the Promotion or Events
The relationship between the Parties may be terminated by either party on 30 days written notice prior to termination. Upon termination, it is understood that the Confidentiality and Indemnification clauses above will remain in effect for perpetuity.
ENTIRE UNDERSTANDING AND DISPUTE
This Agreement constitutes the entire understanding of the Parties and may be modified only by the Promoter. This Agreement shall be construed and interpreted according to the laws of the State of California 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 Promoter and to the Affiliate shall include their heirs, successors, assigns, and personal representatives. 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, it shall be settled and determined by arbitration. The rules governing this arbitration shall be according to the American Arbitration Association (AAA) and any arbitration needed will be conducted in Santa Clara County, California. The parties further agree that the arbitration shall be conducted before a three-panel arbitration board wherein each party to this agreement selects one arbitrator and those selected arbitrators select a third arbitrator. The decision of the arbitration shall be final and each party agrees to be bound by the arbitration board.
If any provision or covenant, or part thereof, of this Agreement should be held by any court or other legitimate tribunal with appropriate jurisdiction to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.
The Promoter may modify any of the terms and conditions in this Agreement at any time at their sole discretion. In such event, the Affiliate will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Promotor’s Affiliate Program rules. If any modification is unacceptable to the Affiliate, the Affiliate’s only option is to end this Agreement. Continued participation in the Promotion by the Affiliate following the posting of the change notice will indicate the Affiliate’s agreement to the changes.
Promoter may be contacted at firstname.lastname@example.org or via its address:
Kathi Lipp LLC
PO Box 72
Somerset, CA 95684