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Affiliate Contract
This page outlines your responsibilities during our next upcoming event 😃
This page outlines your responsibilities during our next upcoming event 😃
Last updated September 2022
This Affiliate Contract (“Agreement”) is entered into on the date set forth on the Summary Page to which this Agreement is attached (the “Summary Page”) by and between 5DayDeal LLC, a Colorado limited liability company with a principal office mailing address in the State of Colorado located at 5740 N. Carefree Cir. #120, Box 345, Colorado Springs, CO 80917, affiliate@5daydeal.com (“Retailer”), and the Affiliate identified on the Summary Page. Retailer and Affiliate may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
In consideration of the terms and conditions set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
a. PARTICIPATION. Affiliate agrees to participate in the bundle sale for six (6) calendar days during the dates of the period set forth on the Summary Page and any extensions there to (the “Sale Period”).
b. RIGHT TO EXTEND SALE PERIOD. Affiliate grants to Retailer the right, in Retailer’s sole and absolute discretion, exercisable at any time or times prior to the end of the Sale Period, to extend the Sale Period for up to twelve (12) hours on the final day of the Sale Period. Retailer shall exercise such right by providing notice to Affiliate via Retailer’s Facebook group for the Sale.
c. UP-SELL PRODUCTS. For up to thirty (30) days immediately following the end of the Sale Period (the “Up-sell Period”), Affiliate grants to Retailer the right to promote and sell up-sell products, including but not limited to the Pro Bundle Upgrade and the Charity Bundle Upgrade (“Up-Sell Products”), to anyone who purchased the Main Bundle during the Sale Period. For purposes of calculating any commission due to Affiliate under this Agreement, any purchase of Up-Sell Products will be credited to Affiliate if Affiliate initiated the sale of the Main Bundle through Affiliate's link to the Sale provided by Retailer (“Affiliate Link”).
d. PRE-ORDER PREIOD. Affiliate grants to Retailer the right, in Retailer’s sole and absolute discretion, to open to the public a pre-ordering process up to thirty (30) days prior to the beginning of the Sale Period (the “Pre-Order Period”). Retailer shall exercise such right by providing notice to Affiliate via Retailer’s Facebook group for the Sale.
e. SALES OUTSIDE SALE PERIOD. The sale of Up-Sell Products set forth in paragraph 1.c. above, as well as sales of Main Bundle, may be consummated outside the Sale Period through Affiliate initiated contact or Customer writing into 5DayDeal customer support channel. These sales are determined in the sole and absolute discretion of Retailer. Not withstanding the foregoing, all sales of Bundle Packages must be consummated within thirty (30) days of the end of the Sale Period.
a. AFFILIATE RIGHTS. Affiliate reserves all rights except those specifically granted to Retailer under the terms of this Agreement.
b. DETAILS OF SALE. Due to the unique nature of the Sale Period and the Bundle Packages, certain elements of the Sale are to be kept secret from the public until the Sale begins. Therefore, prior to the beginning of the Sale Period, Affiliate shall NOT disclose (i) the price of any of the Bundle Packages, (ii) cost savings that may result from the purchase of the Material and products provided by other Creators in any of the Bundle Packages (as opposed to purchasing the Material and/or other products separately), or (iii) any of the other products included in the Bundle Packages, in any public forum. Affiliate may promote the Sale before the beginning of the Sale Period using other information such as the nature of the Sale, the Creators involved, charity partners, and the Sale Period. All other pre-Sale public promotion must be pre-approved or initiated by Retailer. If Affiliate breaches the terms of this paragraph 2.b., Retailer shall be entitled to keep or recover any commissions due to Affiliate under the terms of this Agreement due to the difficulty in determining the loss to Retailer due to such inclusion. These rights are in addition to seeking any other remedies available to Retailer under law or equity.
c. NON-DISCLOSURE OF RETAILER’S CONFIDENTIAL INFORMATION. During the term of this Agreement, Retailer may disclose to Affiliate or Affiliate may become privy to certain proprietary information and trade secrets of Retailer (“Confidential Information”). As used herein, “Confidential Information” shall mean any and all information furnished or gleaned, in whatever form or medium, to Affiliate, including but not limited to, operations, business or marketing plans or strategies, sales platforms and technology, and payment scales, all of which shall be deemed highly confidential and proprietary information of Retailer. Absent the express written consent of Retailer, Affiliate shall not use, sell, transfer, publish, disclose, distribute, display, copy, or otherwise make available to other persons, any portion of the Confidential Information, except to the extent it (i) is in the public domain at the time of disclosure, (ii) becomes part of the public domain after disclosure by any means other than Affiliate’s breach of this Agreement, (iii) is in Affiliate’s possession at the time of disclosure, provided that such possession was lawfully obtained, or (iv) was received by Affiliate from third parties entitled, as a matter of right, to disclose the same.
d. BONUS DOWNLOADS. In the event Affiliate promises Customers who access the Sale through Affiliate's Affiliate Link (“Affiliate’s Referred Customers”) a privately distributed bonus product for purchasing any of the Bundle Packages, Affiliate shall clearly communicate the specifics of such offering on Affiliate’s website and digital platforms. The value of the bonus product must not exceed the price of the Main Bundle. In addition, Affiliate shall provide Retailer details of the bonus offering no later than fourteen (14) days before the beginning of the Sale Period, and Retailer reserves the right to distribute the bonus offering to any Customers to ensure a seamless customer experience should any issues arise.
e. 30 DAYS PRIOR TO THE BEGINNING OF SALE PERIOD AND INCLUDING SALE PERIOD. AFFILIATE SHALL NOT PROMOTE to their audience any third-party digital education events thirty (30) days prior to the beginning of the Sale Period and including the Sale Period. For purposes of this paragraph 2.e., a “third-party digital education event” is defined as a third-party bundle sale, a virtual summit, and/or other virtual events where attendance online is required. If Affiliate breaches the terms of this paragraph 2.e., Affiliate acknowledges that if the Affiliate promotes third-party digital education events thirty (30) days prior to the end of the Sale Period and including the Sale Period, the breach will cause irreparable injury and Retailer shall be entitled to keep or recover any commissions due to Affiliate under the terms of this Agreement due to the difficulty in determining the loss to Retailer due to such inclusion. These rights are in addition to seeking any other remedies available to Retailer under law or equity.
f. MARKETING REQUIREMENTS. Affiliate shall make at least three (3) newsletter promotions and at least three (3) social media promotions during the Sale Period on each social media platform that Affiliate and its associated brands operate. Newsletter promotions must be sent within twelve (12) hours after the start of the Sale Period, and within thirty-six (36) and twenty-four (24) hours of the end of the Sale Period. Affiliate may make more promotions than the minimum promotions outlined above.
g. FTC DISCLOSURES. The Federal Trade Commission (FTC) requires affiliate marketers to disclose that they are getting paid to promote a product. Affiliate represents and warrants that it will provide all necessary disclosures under federal law to consumers on its website and other digital platforms.
h. NON-DISPARAGEMENT. Affiliate shall not, during the term of this Agreement nor at any time thereafter, directly or indirectly, publicly or privately, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame Retailer or its reputation, or assist any other person in so doing.
a. NO OBLIGATION TO CONSUMMATE SALES / LIABILITY FOR LOSS. Nothing in this Agreement obligates Retailer to consummate the sale of any Bundle Packages during the Sale, and Retailer is not responsible or liable to Affiliate for any decrease in any future sales by Affiliate that may result from participating in the Sale for any reason.
a. STANDARD COMMISSION. Affiliate shall receive a referral commission of thirty percent (30%) of the proceeds generated from sales of the Main Bundle through Affiliate’s Affiliate Link. Additionally, Affiliate shall receive a referral commission of fifteen percent (15%) of the proceeds generated from the sales of the Pro Bundle Upgrade and Charity Bundle Upgrade through Affiliate’s Affiliate Link.
b. PAYMENT. Retailer shall pay Affiliate its commission earned during this Sale event in full on or before sixty (60) days following the conclusion of the Up-Sell Period on all sales proceeds received by and released to Retailer for its use by the conclusion of the Up-Sell Period. For accounting purposes, Affiliate must earn more than $100 USD in commission from sales of Bundle Packages through Affiliate’s Affiliate Link earned during this sales event, to be eligible for payment. Payments shall be made through PayPal unless prior arrangement has been agreed to between Retailer and Affiliate in writing. If any sales proceeds are received by and/or released to Retailer after the conclusion of the Up-Sell Period, Retailer shall pay Affiliate its commission on such additional proceeds on or before sixty (60) days of the receipt thereof.
c. RE-ATTRIBUTION OF REFERRALS. Retailer uses an industry-standard affiliate tracking system developed by a third party (the “Sales Tracking System”) to monitor referral activity to ensure accurate tracking of sales. Retailer uses last clicks in determining which Creator or Affiliate Partner gets credited for the referral. Should any discrepancies occur between the number of Affiliate’s Referred Customers tracked by Affiliate and the number of Affiliate's Referred Customers determined by the Sales Tracking System, up to five (5) sales of the Main Bundle may be manually re-attributed to Affiliate no earlier than ten (10) business days following the conclusion of the Up-sell Period, but only if the transaction in question is not credited to another Creator or Affiliate Partner. Affiliate shall be required to show proof of the referral(s). Affiliate shall not contact Retailer with any request for referral re-attribution until the conclusion of the Up-sell Period.
a. AFFILIATE’S ADDITIONAL REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties of Affiliate set forth in the foregoing provisions of this Agreement, Affiliate also represents and warrants the following: AUTHORITY TO ENTER INTO AGREEMENT. Affiliate represents and warrants that it has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder.
b. INDEMNIFICATION. Affiliate shall indemnify and hold harmless Retailer, its successors and assigns, and its respective officers, managers, members, agents and employees from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of, or in any way connected to, the breach of any warranty made by the Affiliate in this Agreement.
c. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties contained in this Agreement are contractual and not mere recitals, and shall survive the termination of this Agreement. Each representation and warranty contained herein is independent of all other representations and warranties contained herein (whether or not covering an identical or a related subject matter), and must be independently and separately complied with and satisfied.
a. TERM. Unless terminated earlier under the following paragraphs, this Agreement shall terminate when Affiliate is paid in full under paragraph 4.
b. EARLY TERMINATION BY AFFILIATE. Affiliate may terminate this Agreement at any time for any reason by notice to Retailer no later than thirty (30) days prior to the beginning of the Sale Period.
a. ASSIGNMENT. Neither Party may assign any of its rights under this Agreement without the prior written consent of the other Party; provided, however, Affiliate may assign its right to any commission payments due or to become due under paragraph 4. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns. Provided, however, Affiliate may assign or transfer any monies due, or to become due, under this agreement.
b. ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and understandings, oral or written, among the Parties with respect to the subject matter hereof. This Agreement may only be modified or amended by a written instrument executed by the Parties.
c. REMEDIES; LITIGATION EXPENSE. Notwithstanding and in addition to any specific remedies heretofore set forth for the breach of any term of this Agreement, in the event a Party breaches any term of this Agreement or is otherwise in default, the other Party may exercise such remedies at law or in equity as it deems appropriate, including without limitation specific performance. In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement or the breach thereof, the prevailing Party shall be entitled to recover from the other Party reasonable expenses, attorneys’ fees, and costs, including the cost of enforcing any judgment obtained in such action.
d. WAIVER. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no Party may avoid performance of an obligation imposed on such Party under this Agreement, in whole or in part, unless it has received a waiver or renunciation of the right to enforce performance of the obligation by notice from the other Party; (b) no waiver or renunciation that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on a Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
e. GOVERNING LAW; VENUE. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, without regard to any conflict of law principles.
f. NOTICES. All notices, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by electronic mail, or (c) three (3) days after deposit when mailed by certified or registered mail with proper first-class postage attached thereto, to the recipient. If Affiliate is the recipient and notice is given under (b) or (c) above, it shall be sent to Affiliate's mailing or e-mail address set forth on the Summary Page or as regularly used in communication between Retailer and Affiliate. If Retailer is the recipient and notice is given under (b) or (c) above, it shall be sent to Retailer’s mailing or email address set forth in the opening paragraph on page one (1) of this Agreement or as regularly used in communication between Retailer and Affiliate.
g. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
h. PARAGRAPH HEADINGS; CONSTRUCTION. The headings of paragraphs in this Agreement are provided for convenience only and will not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. The specificity of any representation or warranty contained herein shall not be deemed to limit the generality of any other representation or warranty contained herein.
i. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. An electronically transmitted copy of this Agreement executed by one Party shall be accepted as a copy of this Agreement originally executed by such Party.
j. TAX INFORMATION. Affiliate is responsible for providing Retailer with any tax forms and payment information required to issue a referral commission payment to Affiliate. If Retailer does not receive any tax forms or payment information deemed necessary by Retailer, in its sole and absolute discretion, within ninety (90) days of a referral commission payment being payable, such payment will be forfeited. Affiliate is responsible for the payment of all taxes related to any referral commission payment earned under this Agreement. In compliance with applicable tax laws, Retailer will issue a 1099 tax form to Affiliate reflecting any commission payments made to Affiliate for the taxable year under this Agreement and any agreements governing any other bundle sales between the Parties. Affiliate agrees to accept any 1099 tax form due to Affiliate via email in Retailer’s sole and absolute discretion.
In addition to this affiliate contract, you have our standard operating affiliate agreement for our events.