WORK LESS LLC

Affiliate Agreement

April 06, 2023

AFFILIATE PROGRAM AGREEMENT

Last Modified: November 1, 2023

We are excited for you to join our Affiliate Program! Please read the Affiliate Agreement below carefully before continuing.

This Affiliate Agreement (the “Agreement”) is by and between Work Less LLC (the “Company” or “We”), and you (the “Affiliate” or “You”). This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Affiliate Program (the “Program”).

The Company and Affiliate have agreed to form an affiliation between them, by which Company will compensate Affiliate for revenue generated through the sale of Company Products or Programs (the “Product”) found at the Company’s Website, www.learn.howtoworkless.com and/or https://howtoworkless.com/ (the “Website”) which is purchased using the specific Affiliate ID provided to Affiliate.

NOW, THEREFORE, towards this end and in exchange for valuable consideration, the parties mutually agree to the terms of this Agreement as follows:

  1. ACCEPTANCE OF TERMS

This is a legally binding Agreement that shall govern the relationship with the Company and the Affiliate. This Agreement is effective immediately upon registration of your Affiliate Account in Thrivecart with the Company.

2. ROLE OF THE AFFILIATE

The Affiliate is an individual or an entity with the role of promoting the Company Product located at the Company’s Website. The Affiliate is an independent contractor and shall not be considered an employee of the Company. Nothing contained in this Agreement shall be construed to create any relationship of employer and employee, agent and principal, partnership, or joint venture between the Parties.  You will not receive any form of employment benefits as part of the Affiliate Program.

You will be responsible for filing your own tax returns and paying taxes in accordance with all provisions of applicable Federal and State law. The Company is not responsible for withholding taxes with respect to any commissions paid the Affiliate. 

3. AFFILIATE PLATFORM

The Company uses a third-party platform, Thrivecart LLC (“Thrivecart”), to process online transactions and track Affiliate commissions. In order to finalize the authenticity of an Affiliate ID and complete the on-boarding process to receive Affiliate commissions, the Affiliate must visit https://workless.thrivecart.com/htwl-c6-lto/partner/ to log-in or sign-up as an Affiliate on Thrivecart.

4. AFFILIATE PROGRAM LOGISTICS

By signing up as an Affiliate with the Company, through Thrivecart, you will be provided log-in credentials to the Affiliate Portal (the “Portal”), a Referral Link, and a Discount Code.

A “Referral Link” is defined as a hyperlink or URL which contains the Affiliate’s ID with the intention of tracking referred traffic to the Company or the Company’s Website. When you, as an Affiliate, direct or send a prospective buyer to the Company’s Website via a correctly formatted Referral Link and that visitor then purchases a Product from the Company’s Website – the Affiliate will receive a commission from the Company.

A “Discount Code” is an incentive to offer to potential customers to purchase Company Product. The Discount Code will be for five hundred dollars USD ($500 USD) off the price of the Company Product. This Discount Code is unique to the Affiliate ID and provided by clicking on the Referral Link.     

Once you start sharing your Referral Link with others, you will be able to see the following information in the Portal: 

  • Number of people who have clicked on your link;
  • Number of sales you’ve referred;
  • Paid & unpaid commissions (earnings);
  • Conversion rate.

5. AFFILIATE COMMISSION & PAYMENT SCHEDULE

Affiliate will be compensated for references that fulfill purchase orders, pursuant to the following terms: 

  • Affiliate will be paid at a rate of five hundred dollars USD ($500 USD) Commission per Company Product purchase.
  • Affiliate will be paid via PayPal transfer to Affiliate’s desired PayPal account. As such, Affiliate must provide their desired PayPal account ID to Company through Thrivecart.
  • Affiliate shall be paid commissions earned thirty (30) days after the first day of the cohort start date that the buyer of the Company Product enrolls in.
  • Payment schedules are subject to change during the Term of this Agreement at the sole discretion of the Company. However, if any changes are made (for example, automatically scheduling payments), Affiliate will be notified in writing immediately. 
  • If a buyer of the Company Product that the Affiliate enrolls disputes or requests a refund that is successful, the Affiliate will not receive the commission attained from that buyer.

6. PORTAL LOG-IN INFORMATION

The Affiliate is responsible for providing the Company with their correct contact information at the time that you register for the Affiliate Program through Thrivecart. It is important that you keep your contact information up-to-date at all times. Your failure to provide us with correct contact information could result in the suspension of your Affiliate Program/Portal. In the event that you provide us with incorrect information, payments may be delayed by up to 6 months to one year. If you become aware that we have been provided incorrect contact information or if your contact information changes, you agree to immediately change the information in your Thrivecart Portal.

7. PROMOTIONS

From time to time, the Company may enter into special arrangements and/or promotions with certain Affiliates. Such special arrangements may include but are not limited to special discounted rates, promo codes, or seasonal bonuses. The Company’s entry into a special arrangement with any Affiliate is at the Company’s sole discretion and the Company reserves the right to determine whether any Affiliate will be offered the opportunity to enter into such a special arrangement.

8. AFFILIATE OBLIGATIONS & LEGAL REQUIREMENTS

The Company does business in the United States. The Company is therefore subject to Federal Trade Commission (“FTC”) regulations, including those regulations relating to Affiliate marketing. 

Affiliate hereby acknowledges that Affiliate is solely responsible for ensuring compliance with all applicable statutes, regulations, disclosures, disclaimers, and guidelines set by the FTC, as well as local government regulations. The FTC requires that affiliate relationships, such as the relationship described in this Agreement, be disclosed to consumers.  Affiliate is required to post a conspicuous notice on their website or social pages (where applicable) regarding the affiliate relationship created by this Agreement. 

9. NO INCOME GUARANTEE

The Company makes no income/commission/benefit/financial guarantees or claims, nor any guarantee of any kind regarding the income, potential or otherwise that may be generated through your participation in the Affiliate Program.

10. ANTI-SPAM POLICY

You, as an Affiliate, agree to comply with all United States Federal CAN-SPAM Acts. If, at our discretion, the Company establishes that you, the Affiliate, are involved with spam in any way including creating, sending, or otherwise distributing spam the Company may immediately terminate the Affiliate’s Affiliate account and the Affiliate will forfeit all commissions owed to them.

11. INTELLECTUAL PROPERTY OWNERSHIP

The Company reserves all rights to our Intellectual Property (the “IP”) assets, including but not limited to trademarks, service marks, copyrights, and other intellectual property rights that may subsist in our platforms/websites including text, photos, illustrations, video clips, graphic design, music, sounds, layout, or source code, belonging to the, or any of our other properties or to our licensors. The Affiliate agrees to never use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any of our Intellectual Property except as expressly provided in this Agreement or with prior written consent from the Company.

12. AFFILIATE BRANDING RULES

a) You, the Affiliate, may use our brand name and logos as long as you follow the usage requirements in these Affiliate Branding Rules. You must:

  • Only use the images of our brand name and logos without altering them in any way.
  • Only use our brand name and logos in connection with the Affiliate Program and this Agreement.
  • Make it clear you are a Third-party and not an employee of the Company.
  • You agree to not use any of our brand names or variations thereof within a domain name. 
  • You agree to not use any of our brand names or variations thereof within your page name or handle.
  • You agree to not use any of our brand names or photos as your profile pictures on any social media accounts. 
  • You agree to never display our brand names, photos, logos, or items in any way that might be deemed distasteful, unethical, or that defames or misrepresents the Company, or the Company’s Affiliate Program. 
  • You agree to immediately comply if we request that you discontinue use.

b) Permitted Use of Branding and Information – 

You, the Affiliate, are permitted to use our brand, in the following ways: 

  • You are permitted to use our brand names as a portion of your page. 
  • You are permitted to us our brand name within posts/stories on social media accounts.
  • You are permitted to use our brand logos within photos that accompany posts. 

c) Impermissible Use of Branding and Information –

You, the Affiliate, are not permitted to use our brand and information, in the following ways: 

  • You may not use the real names of our customers, make any financial claims or promises, or reveal privileged information, including but not limited to:
    • Results posted to any of our community forums, 
    • Testimonials you obtain by asking any customer, or 
    • Any information received during any of our Programs. 
  • You may not download our videos and/or re-post them on social media, YouTube, other video-sharing sites, or anywhere else, without our written permission. 
  • You may not download our PDFs, digital resources, or free downloads and/or distribute them anywhere.
  • You may not use any content, including testimonials from the Company Website or any other platform, including but not limited to social media, UNLESS it is your own information that you have personally shared.

You, the Affiliate, agree to immediately remove or alter any public post on your platforms (website, social media profiles/pages, etc.) in the event that the Company make such a request, for any reason, in writing.

13. CONFIDENTIALITY

The Affiliate shall keep confidential the terms of this Agreement and any information associated with the Affiliate Program subject to any disclosure required by law. This clause shall survive termination of this Agreement. You agree to use the information, materials, and communications provided by this Affiliate Program ONLY for the sole purpose of selling and/or promoting the products sold by the Company. If you willfully and maliciously violate this clause, the Company reserves the right to file a complaint against you asking for actual damages, as well as liquidated damages up to $10,000.00 USD per willful and malicious violation. Such a violation is defined as each and every communication you distribute publicly or privately that misappropriates the materials provided by this Affiliate Program.

14. NON-EXCLUSIVE RELATIONSHIP

This Agreement does not create an exclusive relationship between Affiliate and Company; both parties are free to work with third parties in Affiliate programs in any category of business.

15. NON-DISPARAGEMENT

Affiliate agrees to not take any actions and refrain from making any statements, whether oral or in writing, that negatively impact the Company’s business, services, products, or reputation, or any of Company’s related businesses, services, products, or reputation. 

16. TERM & TERMINATION

  • Term –

This Agreement is effective immediately upon registration of your Affiliate Account in Thrivecart with the Company. This Agreement will apply for as long as you participate in the Affiliate Program, until termination.

  • Termination Without Cause –

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

  • Termination for Agreement Changes –

If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of change.

  • Termination for Cause –

We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

  • Effects of Expiration / Termination –

Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the “Termination for Agreement Changes” section, shall not affect our obligation to pay you a commission, so long as the related payment by the customers transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on customer transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a commission payment after expiration or termination of this Agreement.

Upon termination or expiration, you will discontinue all use of and delete the Affiliate Portal that we make available to you for participating in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.

17. POLICIES AND PRICING

Buyers who purchase any Products created by the Company through this Affiliate Program will be deemed to be customers of the Company.Accordingly, all the Company rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. The Company may change our policies and operating procedures at any time and without notice. The Company will determine the prices to be charged foreducational materialssold under this Affiliate Program in accordance with our own pricing policies.

18. EMAIL/ELECTRONIC COMMUNICATIONS

The Company communicates with Affiliates primarily through email. You, the Affiliate, will receive email communications from info@howtoworkless.com. As an Affiliate, you agree to receive email or other electronic communications from us including but not limited to newsletters, site updates, promotion resources, and other correspondence. You, the Affiliate, agree that all electronically sent agreements, notices, disclosures, and other communications that we provide satisfy any legal requirement that such communications be in writing. The Company accepts no responsibility for the accurate receipt of any such emails and you, the Affiliate, are responsible for ensuring that your email address is not blocked or impaired in any way. 

19. AFFILIATE REPRESENTATIONS AND WARRANTIES

You, the Affiliate, represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.

You, the Affiliate, further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program; (ii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iii) you will not attempt to mask the referring URL information; (iv) you will not use your own Affiliate Link to purchase Company’s Products for yourself.

20. MISCELLANEOUS

a) Entire Agreement –

This Agreement reflects the entire agreement between the parties. This Agreement trumps any other existing negotiations, communications or Agreements between the parties, whether written, oral, or electronic, and is the full extent of the Agreement between the parties.

b) Waiver –

No waiver of the Company of any term, condition, or breach of this Agreement shall be valid or binding unless agreed to in writing by the Company. The failure of the Company to enforce at any time the provisions of this Agreement shall in no way be construed as a present or future waiver of any of the provisions of this Agreement, nor in any way affect the validity of either Party’s right to enforce each and every such provision at any and all times thereafter.

c) Modifications –

We reserve the right to amend this Agreement at any time and from time to time. You are bound by any changes made to this Agreement and your acceptance of any income through or due to your status as an Affiliate will be regarded as acceptance by you of any changes to this Agreement. We will inform you of any changes made to this Agreement via email to the email address provided by you to us. If any modification is unacceptable to you, your only recourse is to terminate this agreement. 

d) Assignment –

There shall be no assignment of obligations.Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party.

e) Limitation Of Liability –

In no event shall Company have any liability to Affiliate for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage.

If, notwithstanding to other terms of this Agreements, we are determined to have any liability to you or any third party, the parties agree that out aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve (12) month period preceding the event giving rise to a claim.

f) No Indirect Damage –

To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

g) Notices –

All notices, requests, demands, and other communications under this Agreement shall be in writing and addressed to Company at info@howtoworkless.com.

All notices, requests, demands, and other communications under this Agreement shall be in writing and addressed to Affiliate’s email provided upon agreeing to this Agreement.

h) Age Of Majority –

Affiliate acknowledges they are at least eighteen (18) years of age & have full competence to enter into & be bound by this Agreement.

i)Data Loss –

Company does not accept responsibility for the security of your account on Thrivecart, which is a third-party platform. Affiliate hereby acknowledges that any data entered, or use of the third-party platform is solely at their own risk.

j) Indemnification –

Affiliate hereby agrees to indemnify Company and any of its agents and hold us harmless against any and all legal claims, which may arise from Affiliate’s participation in the Affiliate Program described herein. 

k) Force Majeure –

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

l) Governing Law –

Company is located in the United States and is subject to the applicable laws governing the United States. The law governing this Agreement is the law of the State of Delaware.

m) Arbitration –

If any dispute arises out of or related to a claimed breach of this Agreement or any other disagreement of any nature, type or description regardless of the facts of the legal theories which may be involved, such dispute shall be resolved by binding arbitration by a single arbitrator in the State of Delaware. If the Company is deemed the successful party to the dispute, the Company will be entitled to costs and fees incurred in resolving or settling the dispute, in addition to any other relief to which the Company may be entitled.

n) Headings & Severability –

Headings are included for convenience purposes only and shall not affect the construction of this Agreement. If any portion of this Agreement is held to be unenforceable, it shall not affect the remaining portions of the Agreement, which shall remain in full effect. If any portion of this Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favorable to the original intentions of the parties. If the unenforceable portion of the Agreement is found by a competent court of this jurisdiction to be contrary to law, then it shall be changed and interpreted to best reflect the original intentions of the parties, and all other provisions shall remain in full force and effect.

o) Execution –

The Affiliate agrees to accept the above Agreement in its entirety when the Affiliate registers for the Affiliate Program in Thrivecart with the Company.

BY JOINING OUR AFFILIATE PROGRAM, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.