AFFILIATE AGREEMENT

AFFILIATE AGREEMENT

 

Please read these Affiliate Terms and Conditions relating to Chef Cynthia Louise Brand carefully prior to applying to become an Affiliate of Chef Cynthia Louise, as they set out the legal rights and obligations in relation to the Affiliate Program.

This Affiliate Agreement is established between Chef Cynthia Louise, a project of the Let’s Eat Foundation (“we,” “us,” “our,” or “the Organisation” “Organisation”) and you (“You, Your, Affiliate. The Affiliate”) in the Affiliate Program of the Organisation, having an address; Suite 136/30, 514 Christine Ave Robina Qld 4226 Australia.

By becoming an Affiliate of Organisation under the Affiliate Program you agree to be bound by the following Terms and Conditions and the Organisation’s general privacy policy and terms of use.

This Organisation reserves the right to amend these Terms and Conditions and the Affiliate Program at any time and your application to join the Affiliate Program constitutes your agreement to be bound by these Terms and Conditions and as they may be amended from time to time.

The Organisation’s Affiliate Program is administered through our Organisation pursuant to the policies on our Organisation’s website, as well as stated herein.

Affiliate acknowledges that it may participate in the Affiliate Program only under the terms and conditions set forth below; and that subsequent to the Organisation accepting this Agreement, the Organisation will, at its sole discretion, determine whether or not to accept Affiliate into Organisation’s Affiliate Program.

1. Relationship of Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. You and we are independent contractors. Neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. You will not make any statement, whether on your site or otherwise, that reasonably would contradict this statement. All Affiliates must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be an Affiliate.

2. Term and Termination

The term of this Agreement will begin when you accept the Agreement and will end when terminated by either party. Either the Organisation or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s Website, all links to the Organisation’s Web Site and all other materials provided in connection with this Agreement, if any. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination with remain payable only if the product orders are not cancelled. The Organisation may withhold final payment for a reasonable time to insure against cancellation.

3. Qualifying Sites

The Organisation reserves the right not to accept any site into the Affiliate Program based on site content or that in our sole discretion are not suitable for our Affiliate Program for any reason, including, harmful, threatening, defamatory, obscene, sexually explicit harassing, or racially, ethically, or otherwise objectionable. Sites that Do Not Qualify for the Affiliate Program include sites which:

  • Promote illegal activities
  • Promote illegal materials
  • Promote violence
  • Promote discrimination based on race, sex, religion, nationality,
    disability, sexual orientation, or age
  • Promote obscene or sexually explicit materials
  • Promote blasphemous or defamatory materials
  • Infringe or otherwise violate any copyright, trademark, or other
    intellectual property rights of a third party, including but not limited to the
    Company

 

4. Copyright

The content of the Organisation (including Organisation’s website design, text, graphics and all logos and branding on the Website) and it links are protected by copyright, trademarks, patents and other intellectual property rights and laws. You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property rights.

5. Promotion & Income Claims

Affiliate agrees to receive emails from the Organisation, including but not limited to, promotional materials, newsletters, and other correspondence. Affiliate agrees to only present the Organisation, the Organisation’s products and services as authorized by the Organisation in the Organisation’s website or Organisation materials. Affiliate will make no claims regarding potential income, earnings, products, or services beyond what is stated by the Organisation or on the Organisation’s website. The affiliate also agrees not to reproduce commission checks or distribute commission checks in any form or by any means. Affiliate further agrees not to disparage or misrepresent the Organisation, the Organisation products or services other Organisation Affiliates in any manner. Affiliate understands that disparagement or misrepresentation may result in the immediate termination of Affiliate account with a cancellation of any pending commissions. The organisation reserves all rights in its trademarks, copyrights, and other intellectual property. Affiliate agrees not to use any intellectual property of the Organisation unless the Organisation gives explicit permission to Affiliate. For example, Affiliate agrees not to use any domain name that contains any variation of Organisation’s  trademarks (such as www.chefcyntialouise.com etc.)

6. Commissions

Affiliate will receive 30 percent (30%) of the sale as a commission from orders placed through our Affiliate Site for the Online Cooking Classes, including the Cooking Class Bundle, and  fifty percent (50%) commission on online eBook sales, including the Super eBook Bundle (unless noted otherwise for a particular product), minus the amount of any returns, chargebacks, taxes or shipping and handling charges. For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit payment for the product ordered. Commissions will only be paid on sales that are made through qualified Affiliate links. Affiliate cannot earn a commission by purchasing products from the Organisation using Affiliate’s own Affiliate link if it is the first sale made by Affiliate for the respective promotion. Once Affiliate has made at least one valid, non-refunded sale to a third party for the respective promotion, then Affiliate can receive a commission for products that Affiliate purchases from the Organisation through Affiliate’s own Affiliate link.

7. Payment

All Affiliate payments will be made through either direct bank transfer or PayPal on a monthly basis, in US dollars, at or around the 15th of each month, for sales that were made in a prior period, after the refund period has expired. If a sale is cancelled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. The Organisation reserves the right to deduct, in subsequent months, any commission paid for a product or service that is subsequently returned or refunded, or for any reason where the previous monthly commission was overpaid or later subject to reduction.

Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions. The Organisation is not responsible for the failure to assign any sale or commissions to Affiliate if the same results from the improper formatting of any Affiliate links.

The Organisation will only pay commissions on sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to The Organisation’s website. The affiliate has no right to commissions if a buyer later returns to the Organisation site through another Affiliate link or source and makes a purchase.

The affiliate has no right to commissions based upon subsequent sales, or where “cookies” are used, overwritten or deleted, even where the customer first arrived at the Organisation’s website through your Affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your Affiliate Link with your “cookie” indicating you as the Affiliate.

8. Order Fulfillment

The organisation or its representatives will be solely responsible for processing every order placed by a customer on the Affiliate Site. You are not authorized to sell any of these products from your site as a “reseller” and no “resale” rights are granted in ANY way on these products unless otherwise noted.

9. Customers

Customers who purchase products and services through the Affiliate Program will be deemed to be customers of the Organisation. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. For example, in order to protect the privacy of Customers as required by applicable laws, the Organisation will not share details about Customers with Affiliate, except to indicate that a sale was made by Affiliate. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. The Organisation policies will always determine the price paid by the customer.

10. Unsolicited Commercial Email or SPAM

The Organisation has no tolerance for, and in no way participates in any unsolicited email (i.e. spam), to any party and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the Organisation’s Affiliate Program, with no further commissions being owed to you. For the purpose of this Agreement, SPAM is defined as emailing ANYONE, in bulk or by single mailing, about the Organisation, the Organisation’s products or services, who has not requested information directly from Affiliate; and also includes “spamming search engines”. The Organisation also considers any type of advertisement posted to a forum, website, or other location that is in violation of that respective site’s respective posting/advertising policies to be SPAM. The Organisation reserves the right to forward SPAM activities to relevant authorities for prosecution.

11. Compliance with Advertising Guidelines

You agree to disclose in your promotions that you have a financial or other biased interest in whether someone purchases a product you are recommending (i.e. requires that you disclose that you are an Affiliate). Those guidelines also require that any time above average testimonials are used to convey a certain marketing message, that the average results that the consumer should expect to achieve also be clearly disclosed. The Organisation does not authorize you to use any testimonials with its products, except to link to any testimonials that the Organisation has on the pages hosted by the Organisation. You hereby agree not to use fake testimonials or to otherwise engage in practices that would violate any federal or state advertising laws. Failure to comply with this provision can result in immediate termination of this Agreement and of your participation in the Affiliate Program, with no further commissions being owed to you.

12. Limitation of Liability

The Organisation will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. The Organisation’s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under to this Agreement. Further, our obligations and Affiliate remedies are solely and exclusively as described and limited in this Agreement and if applicable, on the Organisation’s Website Affiliate information.

13. Hold Harmless

Affiliate is solely and fully responsible for any and all costs and expenses Affiliate incurs in the marketing of the Organisation, the Organisation’s products and services and the Organisation’s Affiliate Program. Affiliate agrees to hold the Organisation harmless from same.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Offering

The location is stated in the first paragraph of this Agreement, and as an Affiliate, you agree that this offering is made from the Organisation’s location and shall be governed by the laws of the State where the Organisation is located in Australia.

16. Jurisdiction and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State the Organisation is located in, as stated herein, without regard to any conflict of law rules. Any legal action arising out of this Agreement shall be litigated and enforced under the laws of the State where the Organisation is located. In addition, Affiliate agrees to submit to the jurisdiction of the courts of the State where the Organisation is located, and that any legal action pursued by Affiliate shall be within the exclusive jurisdiction of the courts of the city and state where the Organisation is located.

17. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

18. Modifications

The Organisation reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any and all such amendments will apply to the Affiliate. The continuation of Affiliate status, promoting or marketing the Organisation, the Organisation’s products or services, or Affiliate’s acceptance of income, shall constitute Affiliate’s acceptance of any and all amendments. Affiliate agrees to review this Agreement for any changes or additions, monthly or at the beginning of each Affiliate payout cycle, whichever is sooner.

19. Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, said provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this Agreement will remain in full force and effect.

20. Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

Contact

The Organisation may be contacted via the email address indicated on the Affiliate signup email confirmation, or send a letter to the address noted in the first paragraph.