The undersigned (“Affiliate”) and Deuber Villacres, Inc., doing business as Magpai and related brands, (hereinafter collectively referred to as Magpai), hereby enter into this Agreement governing theAffiliate’s participation in the Affiliate Program (“Affiliate Program”).
Affiliate hereby understands and agrees to the terms of this Agreement as spelled out in the provisions contained here in, and each of them. In addition, Affiliate understands and agrees that should Affiliate continue to participate in theAffiliate Program following any notice posted on any Magpai website, sent via email to the email address of the Affiliate on file with Magpai, or otherwise communicated by any Magpai principal or agent to the Affiliate, of any alteration or change to this Agreement, including any andall revisions and/or modifications thereto, Affiliate is bound by such revised and/or modified Agreement.
Magpai isa business training, consulting and software company. Affiliate represents and warrants that Affiliate wishes to refer leads to Magpai, in exchange for an affiliate commission as described below. Affiliate further represents and warrants that Affiliate is legally allowed to enter into this Agreement and is not seeking to enter into this Agreement for any improper purpose.
Affiliate and Magpai hereby further agree as follows:
“Referrals” is defined as any leads who have been referred by Affiliate to Magpai, and/or any of its brands, using the Affiliate’s unique affiliate tracking link (“Tracking Link”). The Tracking Link will be provided by Magpai. The Tracking Links are last-click-last-credit, and the cookies created by the Tracking Links have a sixty (60) day term. Affiliates may not make any purchases using their own Tracking Link. Any potential referrals who did not use the Tracking Link, or who signed up after the sixty (60) day term has expired, cannot be subsequently credited to Affiliate’s account.
Affiliate agrees that they will not promote any Magpai program, product and/or service, including but not limited to any program, product and/or service provided or made available under any of Magpai’s brands, or use a Tracking Link in a way or on any site that: contains sexually explicit materials, contains violent materials, contains defamatory materials, promotes discrimination, promotes illegal activities, directs toward children under age 13, violates the CAN-SPAM Act, violates the guidelines or regulations of the Federal Trade Commission, violates any law, holds Magpai, or any of its brands, principals and/or agents, in a negative or demeaning light, violates rights to publicity, violates rights to privacy, and/or violates intellectual property rights.
Referral Fees are defined as the gross revenue of any fees paid by Referrals to Magpai, and/or any of its brands, for the purchase of one or more program, product and/or service.
The affiliate fee structure is as follows…
20% on first-time Magpai subscriptions
20% on the Done-For-You Assessment Package
10% on up-sells in the first 60 Days
These affiliate fees are paid on the first purchase from Referrals, payable after the expiration of a forty-five day refund period. Affiliate Commissions will not be paid on any Referral Fees that have been refunded or have been unable to be fully processed. Affiliate Commissions for purchases on payment plans or recurring payment programs will be dispersed on a monthly basis as payments are made and processed.
Magpai agrees to pay Affiliate any accrued Affiliate Commissions on a monthly basis, payable between the tenth and the twentieth of the month following the expiration of the above mentioned forty-five day refund period. Payment shall be made via PayPal to the email address used in the Affiliate application. Magpai makes payment for all commissions that meet or exceed a $50.00 minimum each month. If the Affiliate balance falls below $50.00, payment will be made once the Affiliate meets or exceeds the $50.00 minimum. In the event the Affiliate’s balance does not exceed the minimum, payments on these accounts will be issued on a quarterly basis.
This Agreement shall commence on the date of enrollment and shall continue until the Agreement is terminated under this section. Either party may terminate this Agreement at any time, for any reason, with or without cause, via a written notice. Notice to the Affiliate shall be via email at the address maintained on file by Magpai. Notice to Magpai shall be via email to firstname.lastname@example.org. Upon termination, Magpai will continue to pay Affiliate Commissions for any Referrals that were referred by Affiliate to Magpai before the effective date of termination.
At any time, absent a disruption to the online system, Affiliate may access the Magpai online affiliate system to run an accounting report of the number of Referrals, the Referral Fees paid, and any Affiliate Commissions due.
Affiliate understands and agrees that Affiliate is an independent contractor and is not an employee of Magpai and/or any of its brands. Affiliate is not entitled to benefits, including but not limited to workers’ compensation benefits and/or unemployment benefits, and Affiliate is obligated to pay any and all federal, state, and/or local income tax on any moneys earned pursuant to this Agreement or any other agreement between the parties, if any such taxes are required. Affiliate will maintain and be responsible for workers’ compensation insurance, if required. Affiliate will indemnify and hold Magpai, together with its brands, principals, and agents, and each of them, harmless for any penalties and/or claims arising from or related to Affiliate’s activities as an Affiliate hereunder, including but not limited to for the failure to pay taxes on behalf of or wages to any person.
Affiliate understands and agrees that Affiliate and Magpai are not engaged in a partnership or joint venture. Nothing in this Agreement shall be construed to place the parties in a partnership or joint venture. The parties are not authorized to obligate or bind each other and are not agents of each other.
Affiliate may not make any statement that implies a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Magpai, and/or any of its brands. Affiliate may not make any statement that implies that Magpai, and/or any of its brands, principals, or agents, and each of them, is endorsing Affiliate. Affiliate must disclose his/her/it’s affiliate relationship with Magpai to the extent required by the guidelines and regulations of the Federal Trade Commission, and any other applicable law.
Affiliate represents and warrants that it will not engage in any violations of the CAN-SPAM Act or any other laws, rules, or regulations, in promotion of any Magpai branded programs, products and/or services, or its activities pursuant to this Agreement. Affiliate represents and warrants that it will only engage in promotional activities that are commercially reasonable, are not in violation of the terms of any service or website being used, are not in violation of any law, are not misleading to any party and do not in any way disparage Magpai, its brands, principals, employees, agents or its products, programs and/or services. Affiliate warrants that any promotional activities will not infringe upon the copyright, trademark, trade secret, publicity rights, privacy rights, trademarks, or other interests of any other person or property. Magpai expressly disclaims any warranties, guarantees, or conditions of any kind.
Affiliate agrees to indemnify Magpai, together with its principals and agents, from and against all claims and damages arising out of the breach or alleged breach of any representations, warranties, activities, or agreements made by it under this Agreement.
To the extent allowed by law, under this Agreement Magpai, together with its principals, employees, and agents, and each of them, will not be liable for indirect, special, incidental, punitive, exemplary, or consequential damages, regardless of legal theory, whether or not it has been warned of such damages, and even if all other remedies would fail.
Affiliate has a limited, revocable, non-transferable, non-sub-licensable, non-exclusive, world-wide, royalty-free license to use and display certain trademarked and copyrighted works regarding the Magpai programs, products and/or services, including graphics, photography and writings, only as contained in the affiliate resources provided by Magpai (“Affiliate Resources”) and only for the purpose of promoting the Magpai programs, products and services. This license does not include a license to alter, add to, subtract from, or otherwise modify such Affiliate Resources, except at the express written permission of Magpai. This license expires immediately upon termination of this Agreement. Affiliate does not receive any ownership rights or any other interests in Magpai, in the various programs, products and/or services offered for sale by Magpai, or in the Affiliate Resources, excepted as expressly described in this section.
Affiliate must have a PayPal account, and the duty to keep his/her/it’s email address (including the PayPal email), tax ID number, name, business entity, and any other contact information complete, accurate, and up to date at all times. Affiliate hereby agrees that any written notice under this Agreement may be sent to Affiliate via the email address provided by Affiliate.
None of the terms of this Agreement can be waived or modified except by an express agreement in writing signed by all of the parties.
This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous written or oral agreements between them or any of their affiliates, with respect to the subject matter contained herein.
Affiliate may not assign this Agreement to any other party without Magpai’s written consent.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Any and all disputes, controversies, claims, or differences arising out of, relating to, or having any connection with this Agreement, shall exclusively be brought, heard, and resolved via Arbitration pursuant to the rules of the American Arbitration Association, and such dispute resolution shall be conducted by and through the American Arbitration Association in the County of Monterey, the State of California.
Both parties hereby understand and agree that such Arbitration is the sole and exclusive method of addressing any unresolved disputes between the parties, that such Arbitration is binding on all parties, and that there is no right to appeal the decision of the Arbitrators.
Furthermore, both parties do hereby waive any and all rights to proceed with any claim or other legal proceeding in any court, administrative body or other tribunal and specifically acknowledge that any attempt to proceed in any court, administrative body or other tribunal is a violation of this Agreement and shall cause substantial damage.
Any party that violates this provision to use Arbitration as the sole and exclusive method of addressing any unresolved dispute shall pay the non-violating party any and all legal fees, court costs and other costs incurred in responding to such proceedings, as well as any such incurred to enforce the provisions of this Arbitration clause. Nothing in this provision shall be construed to waive, alter, or diminish the requirement to proceed with Arbitration as the sole and exclusive method of dispute resolution.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired.
The person(s) executing this Agreement on behalf of the Affiliate warrants that s/he is duly authorized to execute this Agreement on behalf of the Affiliate and that in so executing this Agreement, the Affiliate is formally bound to the provisions of this Agreement. The Affiliate agrees that it has had an opportunity to review this Agreement in full, that signature constitutes valid acknowledgement of this Agreement and each of the provisions contained herein, and that a copy, including a digital copy, is as valid as the original.
By submitting this affiliate application, Affiliate does hereby acknowledge, agree, and consent to the provisions contained in this Agreement. Affiliate further consents and agrees that submission of this application in digital form constitutes the Affiliate's signature and does so with the same full force and effect as though the Agreement had been manually signed.