AccessAlly affiliate agreement

This affiliate agreement (“Agreement”) is between you (“Affiliate”) and AccessAlly, Inc., governing the terms of your participation in the AccessAlly, Inc. Affiliate Program (“Affiliate Program”).

By enrolling as an Affiliate, Affiliate hereby accepts the terms of this Agreement, and/or by continuing to participate in the Affiliate Program following a notice by AccessAlly, Inc. of a change in a revised Agreement, via email, Affiliate agrees to be bound by this Agreement and any such noticed revisions.

AccessAlly, Inc. is a software company. Affiliate wishes to refer leads to AccessAlly, Inc. in exchange for an affiliate commission, as described below.

Affiliate and AccessAlly, Inc. agree as follows:

Referrals. “Referrals” is defined as any leads who have been referred by Affiliate to AccessAlly, Inc. using the Affiliate’s unique affiliate tracking link (“Tracking Link”). The Tracking Link will be provided by AccessAlly, Inc. The Tracking Links are last-click-last-credit, and the cookies created by the Tracking Links have a ninety (90) day expiration. Affiliates may not make any purchases using their own Tracking Link. Any potential referrals who did not use the Tracking Link cannot be subsequently credited to Affiliate’s account.

Referral Activities. Affiliate agrees that they will not promote any AccessAlly, Inc. programs or use a Tracking Link in a way or on a 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 rights to publicity, violates rights to privacy, or violates intellectual property rights.

Affiliate agrees that they will not use their tracking link in any paid placement or advertising via any third party platform, including but not limited to Google Adwords or Facebook Advertising. Affiliate may use paid placements and advertising (and such paid placements and advertising may refer to AccessAlly, Inc. trademarked terms, such as PopupAlly Pro, AccessAlly, or CommunityAlly) to direct users towards Affiliate’s own social media profiles and Affiliate’s own websites, where the tracking link sending referrals to AccessAlly.com may be located.

Affiliate agrees that they will not use their tracking link to offer cashback, discounts, or coupon codes that are not directly provided by AccessAlly.

Referral Fees. Referral Fees are defined as the gross revenue of the first payment paid by Referral to AccessAlly, Inc. for the purchase of the following AccessAlly, Inc. programs: PopupAlly Pro, AccessAlly Essentials, AccessAlly Pro, CommunityAlly, 30 Day List Building Challenge, and excluding AccessAlly Go.

Affiliate Commissions. AccessAlly, Inc. agrees to pay Affiliate twenty-five percent (25%) of the Referral Fee for the first payment made, payable after the expiration of a thirty-day refund period, Affiliate Commissions will not be paid on any Referral Fees that have been refunded or on recurring payments made past the first Referral payment. AccessAlly, Inc. agrees to pay Affiliate any accrued Affiliate Commissions on a monthly basis, payable between the first and the fifth of the month following the expiration of the thirty-day refund period. Payment shall be made via PayPal.

Affiliate Program Limits. After the initial tracking window, the Affiliate will not be entitled to receive Commissions on any additional license purchases of AccessAlly by that same Customer.

Term. This Agreement shall commence on the date of enrollment or re-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. Upon termination, AccessAlly, Inc. will continue to pay Affiliate Commissions for any Referrals that were referred by Affiliate to AccessAlly, Inc. before the effective date of termination.

Accounting. At any time, Affiliate may access the AccessAlly, Inc. online affiliate system to run an accounting report of the number of Referrals, the Referral Fees paid, and any Affiliate Commissions due.

Not an Employee. Affiliate is an independent contractor and is not an employee of AccessAlly, Inc. Affiliate is not entitled to workers’ compensation benefits or unemployment benefits, and is obligated to pay federal, state, or local income tax on any monies earned pursuant to this Agreement or any other agreement between the parties, if any such taxes are required. Affiliate will maintain workers’ compensation insurance, if required. Affiliate will indemnify and hold AccessAlly, Inc. harmless for penalties arising from Affiliate’s failure to pay taxes on behalf of or wages to any person.

No Joint Venture. The parties 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.

Relationship Identification. Affiliate may not make any statement that implies a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and AccessAlly, Inc. Affiliate may not make any statement that implies that AccessAlly, Inc. is endorsing Affiliate. Affiliate must disclose their affiliate relationship with AccessAlly, Inc. to the extent required by the guidelines and regulations of the Federal Trade Commission.

Warranties. Affiliate represents and warranties that it will not engage in any violations of the CAN-SPAM Act or any other laws, rules, or regulations, in promotion of any AccessAlly, Inc. programs 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 service of any service or website being used, and are not misleading to any party. 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. AccessAlly, Inc. expressly disclaims any warranties, guarantees, or conditions of any kind.

Indemnification. Affiliate agrees to indemnify AccessAlly, Inc. against all claims and damages arising out of the breach or alleged breach of any representations, warranties, or agreements made by it under this Agreement.

Damages. To the extent allowed by law, under this Agreement, AccessAlly, Inc. 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.

Limited License. Affiliate has a limited, revokable, non-transferable, non-sublicensable, non-exclusive, world-wide, royalty-free license to use and display certain trademarked and copyrighted works regarding the AccessAlly, Inc. programs, including graphics, photography, and writings, only as contained in the affiliate resources provided by AccessAlly, Inc. (“Affiliate Resources”), only for the purpose of promoting the AccessAlly, Inc. programs. 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 AccessAlly, Inc. This license expires immediately upon termination of this Agreement. Affiliate does not receive any ownership rights or any other interests in AccessAlly, Inc., in the various programs offered for sale by AccessAlly, Inc., or in the Affiliate Resources, except as expressly described in this section.

Contact Information and Notice. Affiliate must have a PayPal account, and has the duty to keep their email address (including their PayPal email), tax 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.

No Waiver. 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.

Entire Agreement. This Agreement constitutes the entire agreement between the parties 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.

Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

Assignment. Affiliate may not assign this Agreement to any other party without AccessAlly, Inc.’s written consent.

Choice of Law and Venue.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah.  Any and all disputes, controversies, claims, or differences arising out of, relating to, or having any connection with this Agreement, shall exclusively be brought and heard in the County of “Iron County”, the state of  Utah, and both parties consent to jurisdiction in the County of “Iron County”, the State of Utah.

Severability.  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.

Corporate Authority and Acknowledgement.  The persons executing this Agreement on behalf of the Affiliate warrant that they are 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, and that checking the box on the application form constitutes valid acknowledgement of this Agreement.