AFFILIATE AGREEMENT

By registering as an affiliate of Transformation Services Inc. d/b/a Transformation Academy (“Company”), you are agreeing to the terms of this Affiliate Agreement (“Agreement”). This agreement is entered into by and between the Company and YOU (“Affiliate”) (collectively, “the Parties”). This Agreement contains the complete terms and conditions of Affiliate’s relationship with the Company and Affiliate’s participation in Company’s Affiliate Program (“the Program”).

1. In order to enroll in the Program, Affiliate must complete an application form. Affiliate agrees that any registration information provided to Company will always be accurate, correct and up to date and that the account will not be used for any illegal or unauthorized purpose.

2. Term and Termination.

The term of this Agreement (the "Term") will begin upon the date of Affiliate’s application and will end when terminated as described in this paragraph.

Company or Affiliate may terminate this Agreement at any time, with or without cause, by giving the other written notice of termination, by U.S. Mail or e-mail to the last known address. Failure to comply with the terms of this Agreement may result in immediate termination of this Agreement by Company and forfeiture by Affiliate of any accrued, unpaid Commissions, as defined below. Company will pay any pending Commissions owed to Affiliate through the Termination Date, so long as the Qualifying Purchase, as defined below, has not been cancelled by the customer, and the termination is not the result of Affiliate’s breach of this Agreement. Company may withhold final payment of Commissions for a reasonable time to ensure against cancellations.

Company makes no guarantee that Affiliate will be an affiliate for any of Company’s future launches, services, products, or programs.

3. Promotion and Order Tracking.

Affiliate will create an affiliate link that will track purchases and allow Affiliate to be paid for affiliate referrals (the "Links" collectively, or "Link" individually) by linking to Company’s website and any related sales pages or online marketplace.

If a prospective customer clicks on Affiliate’s Link, a cookie will live on the prospect’s computer for sixty (60) days to track any transactions. This means if a referred customer makes any purchase within sixty (60) days of clicking on Affiliate’s link, their purchase is credited to the Affiliate.

Affiliate and Company will cooperate in good faith to develop and implement the Links. Each Link will permit recipients to navigate directly to a page on Company’s website, designated by Company via a special tagged link format found in the “Guide” area of the affiliate dashboard. The affiliate dashboard can be accessed at https://af.secomapp.com/transformationacademy. Affiliate will be solely responsible for integrating the Links into Affiliate’s site to properly enable sales tracking, and Company will not be responsible for Affiliate’s failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to Affiliate under this Agreement. Commissions, as defined below, are only payable if they can be tracked to Affiliate. Company cannot track Commissions for customers who do not accept cookies, delete Affiliate’s cookie or do not properly use Affiliate’s link and therefore cannot pay Affiliate the corresponding Commissions as defined below. 

Affiliate agrees that it will not place any Link, coupon code, or other tracking device on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.

Affiliate is responsible for disclosing that the Links provided on Affiliate’s website or marketed to potential customers by other means are affiliate links in accordance with Section 5 of the Federal Trade Commission Act.

4. Company will pay Affiliate Commissions ("Commissions") in the amount of fifty percent (50%) gross sales that Company actually receives from the sale of all products that are purchased by users during a visit to Company’s site, during the life of Affiliate’s cookie (“Qualifying Purchase”). If the Qualifying Purchase is a subscription membership, Affiliate will earn Commissions on the subscription membership payments every month for as long as the customer maintains his or her subscription. Commissions will not be payable on sales otherwise made from Company’s site or related sites, even if the customer previously made a Qualifying Purchase.

5. Payment Schedule.

Commissions are payable monthly, during the first week of the month. If during any month of the Term Commissions do not exceed twenty-five dollars ($25.00), then Affiliate will not receive payments until the next period during which Affiliate’s aggregate Commissions equal or exceed said amount or until the termination of this Agreement, whichever occurs earlier. Commissions paid to Affiliate are for sales made two (2) months prior in order to leave time for Company’s thirty (30) day return policy. For example, if Affiliate receives Commissions on March 5, those Commissions are for sales made in January.

Company pays affiliates via a PayPal account. Affiliate must enter payment information into the settings area of the Affiliate account in order to receive Commissions. If Affiliate’s PayPal email changes, it is Affiliate’s responsibility to update the payment information in Affiliate’s account to ensure proper payments. Company will not resend payments returned due to incorrect payment email addresses.

Affiliates have the option to use their Commissions as credits towards purchases on Company’s website. This option can be selected within the affiliate dashboard. If an Affiliate makes a purchase on Company’s website, Affiliate may receive the same discount Affiliate is able to offer to prospective customers.

Qualifying Purchases and customer data are reflected in the affiliate dashboard. No additional information other than what is contained within the affiliate dashboard will be made available to the Affiliate regarding Qualifying Purchases and customer data.

Company cannot and does not guarantee any financial results or business outcome from participating in the Program.

6. Fulfillment and Customer Contact Policy.

Company is solely responsible for fulfilling all orders and payment processing, and customers who buy products through the Program will be deemed Company’s customers. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including Company’s rules of privacy and confidentiality. Company may change its policies and operating procedures at any time, without notice. Affiliate may not contact any customer after a Qualifying Purchase to solicit additional sales or to add them to any email list used for marketing purposes.

7. Launch Preparation and Marketing; Promotional Resources.

Affiliate agrees to represent itself as an “Affiliate of Transformation Academy” or as a "Transformation Ambassador". This must be displayed anywhere Affiliate products and links are posted. Affiliate is not permitted to represent itself as the Company or as an official representative, partner, or employee of the Company.

Affiliate will create its own launch copy, graphics, and marketing plan. Affiliate agrees to execute its marketing plan during the launch period identified by the Company.

Company will provide Affiliate access to the affiliate dashboard. Within the “Guide” area of the affiliate dashboard, Affiliate will find:

• Instructions for how to create Links. Affiliate is responsible for reading all instructions carefully.
• Detailed instructions for accessing and utilizing product graphics for marketing.

Company will provide Affiliate with launch graphics and images that the Affiliate may use and modify in its own marketing efforts. Within the “Marketing Tools” area of the affiliate dashboard, Affiliate will find:

• Product graphics for the three (3) main products (Master Life Coach Certification, Master Mindset Life Coach Certification, Transformation Academy Membership).
• Sample marketing copy for the three (3) main products.
• Instructions for how to download product graphics for all other products.

Affiliate agrees to reference the full name of the Program and Transformation Academy in all e-mail newsletters, blog posts, or other longer-form content.

Company will provide information regarding the content of the Program and past results; Affiliate agrees to follow this information in crafting its own launch content.

Affiliate agrees not to make any claims about the Program or results that are exaggerated or untrue, and to use any disclaimers Company provides.

Affiliate agrees that all information and training received from the Company about Company sales, marketing, and funnel, are subject to the Non-Disclosure and Confidentiality terms in Paragraph 14.

8. Customers are automatically offered a discount for Qualifying Purchases made through the Link. This discount varies by affiliate type and is determined by the Company in its sole and absolute discretion. Discount details can be found in the “Guide” area of the affiliate dashboard. In some cases, additional discounts are available to give to customers. Additional details can be found in the “Guide” area within the affiliate dashboard.

9. Non-Exclusivity.

The Parties acknowledge that Affiliate may not be the exclusive provider of services for Company, and that Company may contract with other Affiliates to promote the Program. Company may contract with any number of other Affiliates regardless of geographical location.

10. Site Downtime.

The Parties acknowledge that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control. Subject to the specific terms of this Agreement, the Company and Affiliate each separately retains sole right and control over the programming, content and conduct of transactions over their respective site or service.

11. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT EACH PARTY MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OUR ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO YOU HEREUNDER.

12. Affiliate Conduct.

Affiliates of the Company are expected to conduct themselves in a manner that is in line with the Company’s values of honesty, transparency, inclusion, and positivity.

Affiliates may not communicate or share any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. Affiliates may not use any predatory marketing or sales tactics.

The Company does not tolerate nor support discriminatory speech, hate speech, comments, or actions against others based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels, or any physical, or mental or emotional abuse.

In the event Affiliate or Affiliate’s employees, representatives, agents, founders, members, owners, managers, directors, officers, successors or assigns, engage in, encourage, demonstrate or communicate statements, language, or actions that support race, gender, ethnicity, or disability inequality, discrimination, hate speech, or disrespect towards any individuals that are in under-represented or marginalized groups before, during or after the Program, the Company reserves the right to immediately terminate this Agreement.

Affiliates are strictly forbidden from the following:

• Harassing, fighting with, or being disrespectful to other participants in the Program, potential customers or leads, or Company customers

• Causing damage to any Company website or third-party forums operated by the Company

• Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent or harmful purpose or activity

• Systematically or automatically collecting data from any Company website or third-party forums operated by the Company

• Using any Company website or private membership forum or third-party forums operated by Company, to take pictures and/or screenshots of comments, posts, pictures, materials or any other content posted and/or shared by Company and/ or participants without receiving their advance permission

• Sharing any private and proprietary information, screen shots, comments, posts, pictures, materials or any other content posted and/or shared from other Program participants, potential customers or leads, or Company customers with the public or with anyone who is not a participant on or in any Company website, private membership or third-party forums

• Using exaggerated or untrue claims in any marketing related to the Program, bait and switch marketing tactics, high pressure sales tactics, reverse psychology, or other coercive strategies

Company may also post separate rules regarding affiliate behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. Affiliate agrees that Affiliate is bound by those rules and they are expressly incorporated into this Agreement.

If, in the Company’s sole discretion, Affiliate’s conduct violates these terms in any way, Affiliate agrees that the Company may immediately and permanently terminate Affiliate’s participation in the Program.

13. Intellectual Property Rights

Company grants to Affiliate during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate and Company’s websites, and to use Company’s trade names, logos, trademarks and service marks (“Company Marks") on Affiliate’s site and marketing efforts solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform Affiliate’s obligations under this Agreement; provided, however, that any other promotional materials or usages containing any Company Marks will be subject to Company’s prior written approval.

Company retains exclusive rights to all intellectual property, included but not limited to course content, video content, written course material, course graphics, certification logos or badges, promotional copy, promotional graphics. The Affiliate agrees to use such materials according to the permitted and restricted uses outlined below:

• Affiliate has permission to use Company Marks and all product and promotional graphics provided in the “Guide” and “Marketing Tools” areas of the affiliate dashboard as well as graphics downloaded from Company’s website.
• Permitted digital marketing methods include email, social media posts, and Affiliate’s website.
• Affiliate may not utilize certification logos (badges) as stand-alone images in any form of online marketing.
• Affiliate may not utilize paid advertising through Facebook or Google.

Affiliate hereby grants to Company during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate and Company’s websites and to use Affiliate’s trade names, logos, trademarks and service marks (the "Affiliate Marks") solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform Company’s obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to Affiliate’s prior written approval.

Except as set forth above, Company and Affiliate each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other's marks except as set forth herein is strictly prohibited.

14. Non-Disclosure and Confidentiality

In order to assist Affiliate in performing Affiliate’s obligations under this Agreement, Affiliate will have access to some confidential information. For purposes of this Agreement, “Confidential Information” includes all information or material that has or could have commercial value or other utility in the business in which Company or Affiliate are engaged, or to Company or Affiliate’s customers or their business, and which is not generally known to the public, including without limitation the terms of this Agreement, the Program, sales numbers, advertising expenses, marketing methods, profits, the content of Company’s products and services, Company’s launch strategy and customer information.  Affiliate agrees to keep all Confidential Information strictly confidential and not to use or disclose this information to third parties or for the benefit of anyone other than the Company, unless Affiliate first obtains written permission from the Company permitting them to disclose such information.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Affiliate’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer has or could have commercial value or other utility in the business in which the disclosing party or its clients are engaged, or until it becomes publicly known.

Pursuant to the Defend Trade Secrets Act of 2016, each party understands that:

An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

Affiliate agrees that any violation or threatened violation of this Non-Disclosure and Confidentiality term would cause irreparable injury to Company that may not be adequately compensated by damages, entitling Company to obtain injunctive relief, without bond, in addition to all legal remedies.

15. Indemnification and Release

Company agrees to indemnify, defend and hold harmless Affiliate and Affiliate’s affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of Company’s site, a breach of Company’s obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by Company for display on Affiliate’s site.

Affiliate agrees to indemnify, defend and hold harmless Company and Company’s affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of Affiliate’s site, a breach of Affiliate’s obligations under this Agreement, or the violation of any third-party intellectual property rights of editorial content or other materials of Affiliate’s site.

16. Force Majeure

Neither party will be deemed to have breached this Agreement for any delay, failure in performance or inability to provide all of the Program or any portion thereof caused by events out of its reasonable control, including acts of God or a public enemy; natural disasters or calamities; epidemic; pandemic; death, illness or incapacity of either party; failure of a third party to perform; labor disputes, changes in the laws or regulations; actions or executive orders of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the party (collectively “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the affected party shall give notice to the other party of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations or may terminate this Agreement.

17. General Provisions

The Parties are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, join venture or employment relationship between the Parties.

In its performance of this Agreement and in the operation of each party's respective websites, the Parties will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, the Parties each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.

This Agreement incorporates all of the agreements between the Parties, and there are no other agreements between them except as stated herein. This Agreement may only be modified by agreement of both Parties in writing. The Parties agree that each clause is independently enforceable and that the unenforceability of one clause will not affect the enforceability of any other clause. Florida law governs this Agreement.  The Parties agree that any litigation arising out of this Agreement may only be filed in a Court of competent jurisdiction in or nearest to Clearwater Beach, Florida. Affiliate agrees to submit to the jurisdiction and venue of the state and federal courts in or nearest to Clearwater Beach, Florida, and waives any defense of lack of personal jurisdiction or forum non conveniens.  In the event either party is required to make a claim for violation of this Agreement, whether resolved by negotiation, mediation, or litigation, the prevailing party will be entitled to recover its full attorney’s fees and costs from the non-prevailing party. Any waiver by either party of a breach of this Agreement does not equal approval or waiver by said party in any subsequent breach or violation of this Agreement.  Affiliate may not assign their rights or obligations under this Agreement. Each party has signed this Agreement through its authorized representative.