Affiliate Agreement

 As a OnPointmentors.com / OnPoint Mentors LLC (“Company”) Affiliate (“Affiliate” and/or “You/Your”), you have the opportunity to earn money by (i) engaging with clients via your OnPoint Mentors Profile and (ii) by monetizing access to courses that you make available through the OnPointmentors.com website (the “Website”).

This agreement sets forth your rights and obligations as an Affiliate. By signing up as an Affiliate you indicate that you have read and understood this agreement and you will be bound by its terms.

1. PARTIES. All references to “Onpointmentors.com / OnPoint Mentors LLC” herein mean and refer to Company, doing business as Company’s owner(s), parent company(ies), affiliate entities, and employees, and assigns. All references to “You” and “Your” mean and refer to that Company Affiliate who has executed this Agreement by signing up as an affiliate at Company and You are each referred to herein as a “Party,” and collectively as the “Parties.”

1. INDEPENDENT CONTRACTOR. You are an independent contractor of Company. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Company and You by virtue of this Affiliate Agreement.

1. TERM AND TERMINATION. Your contract with Company begins when You sign up as an affiliate and will continue month-to-month until either:

1. Company cancels Your account due to Your breach of any of the terms of this Agreement or (ii) You provide at least 15 days notice to Company of your intent to terminate this agreement. In the event this Agreement is cancelled due to Your breach, You forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You; or

1. Company or its successors or assigns, in its sole and absolute discretion, cancels Your Affiliate Agreement. In the event that Company or its successors or assigns cancels Your Affiliate Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided Company click and that is associated with your Affiliate profile. Affiliate accounts that have been inactive for one year will be terminated.

1. COMPENSATION.

1. Upon Acceptance of these terms, You will receive a unique Affiliate URL, which You will use to advertise the Website.  When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Company account by using Your Affiliate Link, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. You will be paid a commission for each Sold Course. The Commission amount is set as a percentage or flat fee of all fees received Company for a Sold Profile, Membership or Course. Commission payments will be made to You on or before forty-five (45) days following Company's receipt of payment for a Sold Profile, Membership or Course, subject to the other terms set forth herein. The rates to be paid and/or retained by Company are as follows:
   1. Sold Account: Flat Fee of $350 per Sold Account.
   2. Sold Course: For every course or other content sold via the Website, Company will retain 50% of the purchase price, after accounting for any third-party processing fees.

1. Before You can be paid any Commission or Bonuses, You must provide Company a completed W-8 or W-9, as instructed by Company. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than 120 days before submitting a completed W-8 or W-9 to Company. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Company. If You are not a resident of the United States, Company may withhold tax (including without limitation VAT) where required to by applicable law. Where Company is required to withhold tax, Company will document such withholding.

100. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment from Company. If Your combined commissions and bonuses for a given month are less than $100.00, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $100.00.

1. COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between Company and a Sale or a Legacy Sale. If the transaction does not actually occur, or if payment from a Sale or Legacy Sale is not actually received by Company, You will not paid a Commission or Bonus on the transaction. If payment for a Sold Account or a Legacy Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account or Legacy Account payment, then the commission or bonus will be deducted from Your future commissions. If Company determines, in its reasonable discretion, that any Sale or Legacy Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale or Legacy Sale. If any Commissions or Bonuses are paid for a Sale or Legacy Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Company after payment, such payment amounts shall be deducted from Your future commissions and bonuses.

1. Affiliate hereby consents to the use of following third-party processors and agrees to be bound by the terms of use thereof: Kajabi - https://kajabi.com/; Vectera - https://www.vectera.com/home/.

1. MARKETING AND RECRUITING.

1. TRUTHFUL & APPROVED. Anything You communicate when marketing or advertising any service or opportunity on or relating to Company must be true and accurate. Anything marketing materials or advertisements, outside of materials provided by Company, must be pre-approved by sending it to [email protected]. Claims that relate to any Company service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Company. You may not use the intellectual property of any other person or entity in advertising any Company service or opportunity without advanced, written authorization.

1. DISCLAIMER. On any website that you advertise any Company service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:

Disclosure: I am an independent Onpointmentors.com / OnPoint Mentors LLC Affiliate, not an employee. I receive referral payments from Onpointmentors.com / OnPoint Mentors LLC. The opinions expressed here are solely my own and are not official statements of Onpointmentors.com / OnPoint Mentors LLC or its parent company.

1. NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of any competitor of Company, any other Affiliate, or any competitor of Yourself.

1. INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Company account under the name of another person or entity, or under a fictitious name. You are not permitted to open an Company account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales or Legacy Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Company all Commissions and Bonuses earned as a result of any such violation.

1. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Company Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Company, the following guidelines must be adhered to:

1. Your statements must be completely true and accurate and supported by evidence;
2. You must prove any claim you want to use (both income and lifestyle) to Company before making such a statement. Send all documentation supporting the claim to: 
                            [email protected]

Approval of such claims is at the sole discretion of Company, and approval may be withheld for any reason, or no reason at all;

1. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario. Such scenarios must be (i) plausible, and (ii) submitted to Company for pre-approval; 
2. Your statements must be accompanied by the Company Income Disclosure;
3. All types of marketing must fall inside federal or state laws, rules and regulations of any governmental authorities. 

1. COMPANY'S INTELLECTUAL PROPERTY. No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “Intellectual Property”) owned or otherwise controlled by Company may be used, copied, or reproduced by You except as set forth below. No Intellectual Property (or any mark confusingly similar to any of the Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.

1. Subject to the other conditions stated herein, You may use the Onpointmentors.com / OnPoint Mentors LLC TM mark to advertise Company.  Any time You use the Onpointmentors.com / OnPoint Mentors LLC TM or, you must do so in a way that is not likely to confuse readers or cause them to think that you are speaking for Company. Whether your use of Onpointmentors.com / OnPoint Mentors LLC TM is confusing will be determined by Company at its sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:
   1. You must not use the “voice” of, or purport to speak on behalf of Company. (You can't say you "Work for Onpointmentors.com / OnPoint Mentors LLC" or "I talked to Celia & Fay and they told me I could do this.")
   2. Any time You use the words “Onpointmentors.com / OnPoint Mentors LLC” it must be immediately followed by the letters “TM” in superscript caps.

• When used in prose, Onpointmentors.com / OnPoint Mentors LLC TM must be used in the same font as the rest of the prose.

1. When used other than in prose, Onpointmentors.com / OnPoint Mentors LLC TM must be used in the font employed by Company's corporate marketing in Company's corporate logo.
2. On any website or social media platform on which You use the words Onpointmentors.com / OnPoint Mentors LLC TM, you must include the disclosure identified in Section 6 above.
3. You may use only such other images, photographs, and trademarks as Company expressly authorizes in writing.

• You may not engage in cyber, domain or typo-squatting activities.
• If you have any questions regarding your use of any Company mark, please contact us at: [email protected].

1. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You grant Company permission to use any and all photographs taken by Company or its agents or employees, or submitted by You to the Website in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Company or any product or service sold and marketed by Company. You agree that this authorization to use Photographs may be assigned by Company to any other party. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Company’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Company in exchange for this Release and Assignment. You hereby release and forever discharge Company from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.

1. PROHIBITED ACTIVITY AND RESTRICTIONS. Company has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

1. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Company’s reputation; and the violation of the rights of Company or any third party.

1. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Company's reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

1. Please make sure your review/bonus site does not accidentally (or purposely) represent as Company in any way.

1. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.

1. Affiliates must disclose traffic driving techniques and transparency on request. Affiliates with offensive content, or incomplete sites, will not be accepted. Affiliates must comply with all relevant international Internet privacy and data protection laws and regulations.

1. REPRESENTATIONS AND WARRANTIES.

1. You represent and warrant that You are at least 18 years of age or older, and have the necessary rights and authority to enter into this agreement.

1. You represent and warrant that all statements made on your Website profile are true and accurate, including any statements made regarding any degrees, licenses, or certifications that You may hold.

1. You represent and warrant that you own or hold a valid license to all intellectual property incorporated in any product sold or advertised via the Website, including any courses.

1. You shall comply with all applicable laws, rules, regulations and policies of the United States of America and other domestic and foreign jurisdictions.

1. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Company, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit (including reasonable attorney’s fees) arising out of the Your conduct. Your indemnity obligation includes, but is not limited to: any third party claim against Company for liability for payments for, damages caused by, or other liability relating to, You; any claim arising from your breach of any representations or warranties made in this agreement; any claim that you have violated an intellectual property right of any third party.

1. NO WARRANTY; NO LEADS. Company does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Company will not at any time provide sales leads or referrals to You. ADDITIONALLY, COMPANY 'S WEBSITES AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY COMPANY WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. COMPANY MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY COMPANY WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY COMPANY WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY COMPANY WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY COMPANY WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

1. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL COMPANY'S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST COMPANY OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

1. FORCE MAJEURE. Company will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Company, whether or not such causes are of a similar character or nature to those described above. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Company shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

1. ASSIGNMENT. Company may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Company or its assigns express written consent.

1. GOVERNING LAW AND ATTORNEYS’ FEES.

1. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Colorado without regard to any choice of law provisions. All claims arising under this agreement shall be heard in the state and federal courts located in city and county of Denver, and the Parties hereby submit to the exclusive jurisdiction thereof.

1. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have Company to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Company may not be joined or consolidated with claims brought by anyone else.

1. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Company from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Company's rights prior to, during, or following any arbitration proceeding.

1. ATTORNEYS’ FEES. You agree that in the event of any litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party.

1. ENTIRE AGREEMENT. This Agreement, along with Company standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Company Affiliate.

1. MODIFICATION/AMENDMENTS. This Agreement and Company’s standard Terms and Conditions may be modified by Company at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Center.  No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Company. Your continued acceptance of Commission or Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement.

1. NO WAIVER. No waiver by Company of any right reserved or granted to Company under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Company.
2. NOTICE. Any notice required to be given to Company under or related to this Agreement shall be in writing, addressed as follows:

Company:
OnPoint Mentors LLC
1630A 30th St., Suite 602
Boulder, Colorado, 80301 USA
e-mail: [email protected]

Company will send notices to You at the e-mail address You provided to Company. Any notices shall be deemed delivered to You when sent by Company. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Company may also provide notice to You by posting information in the Affiliate Center Dashboard.

1. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.

This document was modified June 15, 2020