Center for Digital Strategy Affiliate Agreement

This affiliate agreement (“Agreement”) is between you (“Affiliate”) and Center for Digital Strategy LLC, governing the terms of your participation in Center for Digital Strategy  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 Center for Digital Strategy LLC of a change in a revised Agreement, via email, Affiliate agrees to be bound by this Agreement and any such noticed revisions.

Center for Digital Strategy LLC is a training, coaching, and digital strategy company. Affiliate wishes to refer leads to Center for Digital Strategy LLC in exchange for an affiliate commission, as described below.

Affiliate and Center for Digital Strategy LLC agree as follows:

Referrals. “Referrals” is defined as any leads who have been referred by Affiliate to Center for Digital Strategy  LLC using the Affiliate’s unique affiliate tracking link (“Tracking Link”). The Tracking Link will be provided by Center for Digital Strategy LLC. The Tracking Links are last-click-last-credit, and the cookies created by the Tracking Links have a ninety (90) day expiration unless otherwise agreed. 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 Center for Digital Strategy LLC 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.

Referral Fees. Referral Fees is defined as the revenue of any fees paid by Referrals to Center for Digital Strategy LLC for the purchase of any Center for Digital Strategy LLC memberships, some in-person training, and some courses less any coupon code or discount. For referral fees on courses and trainings affiliates will be notified via email of referral rates and changes to referral rates.

Affiliate Commissions. Center for Digital Strategy LLC agrees to pay Affiliate percentage on memberships, trainings, and courses varying rates to be disclose by email, payable after the expiration of a thirty day refund period plus 15 to 30 day payment window (“Affiliate Commissions”). Affiliate Commissions will not be paid on any Referral Fees that have been refunded. Affiliate Commissions for purchases on payment plans or recurring payment programs will be disbursed on a monthly basis as payments are made. Center for Digital Strategy LLC agrees to pay Affiliate any accrued Affiliate Commissions on a monthly basis, payable between the first and the fifteenth of the month following the expiration of the thirty-day refund period. Payment shall be made by direct transfer via bank or PayPal. Payments may include a $5 per payment fee. Affiliate commision below $10 will be rolled into the following months and affiliate will be paid at the close of the quarter or when the commision reaches $20 or more whichever might come sooner. 

Term. 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. Upon termination, Center for Digital Strategy LLC will continue to pay Affiliate Commissions for any Referrals that were referred by Affiliate to Center for Digital Strategy LLC before the effective date of termination.

Accounting. At any time, Affiliate may access Center for Digital Strategy LLC 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 Center for Digital Strategy LLC  Affiliate is not entitled to workers’ compensation benefits or unemployment benefits, and is obligated to pay federal, state, 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 workers’ compensation insurance, if required. Affiliate will indemnify and hold Center for Digital Strategy LLC 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 Center for Digital Strategy LLC  Affiliate may not make any statement that implies that Center for Digital Strategy LLC is endorsing Affiliate. Affiliate must disclose their affiliate relationship with Center for Digital Strategy LLC 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 Center for Digital Strategy LLC 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. Center for Digital Strategy LLC expressly disclaims any warranties, guarantees, or conditions of any kind.

Indemnification. Affiliate agrees to indemnify Center for Digital Strategy LLC 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, Center for Digital Strategy LLC ill 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-sublicenseable, non-exclusive, world-wide, royalty-free license to use and display certain trademarked and copyrighted works regarding Center for Digital Strategy LLC programs, including graphics, photography, and writings, only as contained in the affiliate resources provided by Center for Digital Strategy LLC (“Affiliate Resources”), only for the purpose of promoting the Center for Digital Strategy LLC 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 Center for Digital Strategy LLC This license expires immediately upon termination of this Agreement. Affiliate does not receive any ownership rights or any other interests in Center for Digital Strategy LLC  in the various programs offered for sale by Center for Digital Strategy LLC, or in the Affiliate Resources, excepted as expressly described in this section.

Contact Information and Notice. Affiliate must have a US based bank account or possibly PayPal account, and has the duty to keep their email address (including their PayPal or other payment related 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 Center for Digital Strategy LLC’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 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 and heard in the County of Alameda, the State of California, and both parties consent to jurisdiction in the in the County of Alameda, the State of California.

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 above constitutes valid acknowledgment of this Agreement.