S2 Groupe, LLC
Affiliate Program Agreement
Hello! Congratulations and welcome to our affiliate program! We’re so excited to partner with you! We strongly encourage you to read our agreement in its entirety and be sure that you agree to all terms below.
BY SUBMITTING AN APPLICATION TO OUR PROGRAM, YOU ARE CONSENTING TO THIS AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR PROGRAM.
This is a legal agreement (“Agreement”) between S2 Groupe LLC (“Company”) and you (“Affiliate”) (collectively, “the Parties”). This Agreement contains the complete terms and conditions of Your relationship with the Company and, if applicable, Your participation in Our Affiliate Program (the “Program”).
In order to enroll in the Program, Affiliate must complete an application form for each website through which Affiliate desires to promote the products and services sold through the Program. 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.
Applications will be evaluated by Company, and Company reserves the right to deny entrance into the Program to any applicant that is deemed unqualified for any reason, at Company’s sole and absolute discretion.
If accepted into the Program, Company will provide Affiliate with instructions as to when and how the Affiliate may access Company’s affiliate center and Affiliate will be assigned an affiliate coach that will assist throughout Affiliate’s participation in the Program.
2. Term and Termination
The term of this Agreement (the “Term”) will begin upon the date Affiliate signs and acknowledges the terms of this Agreement, and will end when terminated as described in this paragraph.
Company may terminate this Agreement at any time, with or without cause, by providing written notice (including e-mail) to Affiliate. Affiliate may also terminate this Agreement, with or without cause, by providing Company with written notice (including e-mail). In the event that Affiliate or Company terminates this Agreement, Affiliate’s access to any of Company’s affiliate materials, content, Links, and information will immediately terminate upon Affiliate’s, or Company’s, notice of termination. Additionally, upon termination, Affiliate shall immediately cease using the content, materials, Links and information, and shall destroy all copies of the information and other resources provided to Affiliate.
Failure to comply with the terms of this Agreement may result in immediate cancellation of this Agreement by Company and forfeiture by Affiliate of any accrued, unpaid commissions. Company will pay any pending commissions owed to Affiliate through the Termination Date, if a cancellation of this Agreement occurs for any reason other than Affiliate’s violation of this Agreement.
Subject to the foregoing, Affiliate is only eligible to earn commissions on sales of the Company’s Core Impacting Millions Program and Impacting Millions QuickStart Guide (“Impacting Millions® Programs”) that occur during the Term, and commissions earned through the date of termination will remain payable only if the orders are not canceled, refunded, or defaulted for any reason. Company may withhold final payment for a reasonable time to ensure against cancellations. Additionally, Company may allow Affiliate to earn commissions on sales of the Company’s Impacting Millions 3-day Challenge, from the VIP sales, which occurs before the Affiliate Launch Period further detailed in Paragraph 7 of this Agreement. Company will provide further details about earning commissions on sales from Company’s Impacting Millions 3-day Challenge within the affiliate center portal of Company’s website.
In the event either Party terminates this Agreement, Affiliate agrees to return all materials provided by Company.
Company makes no guarantee that Affiliate will be an affiliate for any of our future launches, services, products, or programs.
3. Your Conduct
As an Affiliate of the Company, Company expects that Affiliate will conduct his or herself in a manner that is in line with the Company’s values.
Affiliate may not communicate or share any content or material that is abusive, vulgar, threatening, harassing, inappropriate, knowingly false, defamatory, or obscene or otherwise in violation of any law or the rights of others. Affiliate may not use any predatory marketing or sales tactics, which includes, but is not limited to using marketing, sales tactics, websites, emails, or other means of communication that contains, promotes or links to sexually explicit or violent material, or contains unlawful material, including but not limited to materials that may violate a third parties intellectual property rights, or links to a third party website that contains such material.
The Company does not tolerate nor support discriminatory speech, hate speech, comments, or actions against others based on their sex, gender, age, physical or mental disability nor any other disability or labels, sexual orientation, ethnicity, race, socio-economic status, 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, without notice to Affiliate.
Affiliate is strictly forbidden from the following:
- Harassing, fighting with, or being disrespectful to other affiliates in the Program, potential customers or leads, or Company customers
- Luring and inducing customers, who have purchased Company services through another affiliate, to only purchase Company services from you so that you may receive Commissions and not the other affiliate
- 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 affiliates 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 affiliates, potential customers or leads, or Company customers with the public or with anyone who is not an affiliate 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
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.
4. Community Guidelines
The Company has created a community that is a safe space for connection, conversation, learning, and growth. Within Company’s community is the baseline expectation that all affiliates of the affiliate program will treat one another with respect while bringing encouragement and consideration to all affiliates.
The Company’s community guidelines are as follows:
A. The Company’s Program promotes diversity amongst its affiliates. Therefore, the Company encourages all affiliates to connect with one another and to learn about one another’s background, interests, hobbies, and points of view. The Company does not tolerate nor support any affiliate’s discriminatory speech, hate speech, comments, or actions against another affiliate based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels.
B. The Company does its best to create a safe and welcoming space for all affiliates, however, Company cannot guarantee that all affiliates will follow these guidelines. Company, in its sole discretion, may remove any affiliate’s comments, posts, content or materials, however, Company does not have a duty to review all comments, posts, content and material shared within the Program. Therefore, Company shall not be held liable for any affiliate’s comments, actions, posts, content, or materials that result in another member’s trauma or discomfort.
C. The Company has created a safe space for all affiliates to feel seen, respected and heard. Company encourages affiliates to engage in respectful dialogue with one another. The Company does not support nor tolerate any disrespectful actions or comments, which include, but are not limited to hate speech, discriminatory comments, physical, or mental or emotional abuse. Therefore, each affiliate must demonstrate respect towards one another.
D. Support one another with words of encouragement, resources, or suggestions, while respecting each affiliate’s boundaries.
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 to be bound by those rules, and that said rules are expressly incorporated into this Agreement.
5. Promotion and Order Tracking
Company will make available to Affiliate a unique affiliate link that will track purchases and allow Affiliate to be paid for affiliate referrals (the “Links” collectively, or “Link” individually) in order to link to Company’s website and any related sales pages, related banners, graphics, text ads or online marketplace.
If a prospective customer clicks on Affiliate’s Link, a cookie will live on the prospect’s computer for a designated number of days (depending on the status of the affiliate), which is to be decided by Company in its sole right and discretion, to track any transactions.
Affiliate and Company will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on Company’s website or related site, designated by Company via a special tagged link format. Affiliate may not utilize its Link on any other websites that are not owned by Affiliate, except for ads or social media placements. Affiliate will be solely responsible for integrating the Links into its 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 are only payable if they can be tracked to Affiliate with Affiliate’s affiliate ID. Company cannot track commissions for users who do not accept cookies or if they delete Affiliate’s cookie.
Sales must be directly from customers enrolling in Company’s Impacting Millions® Programs through Affiliate’s unique Link. If a customer clicks on affiliate Links of multiple affiliates, the affiliate’s Link who is the last referral source before the sale will receive the Commission. For each sale, Commission can only be granted to one affiliate.
Affiliates may not purchase Company’s Impacting Millions® Programs through their unique Link and receive Commission on that sale. Affiliate Commissions are counted, and sales numbers are deemed final at the sole discretion of the Company.
Affiliate agrees that it will not place any affiliate 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 agrees he or she is responsible for disclosing that the Links provided on its website or marketed to potential customers by other means are affiliate links in accordance with Section 5 of the Federal Trade Commission Act and the Federal Trade Commission’s Endorsement Guides, and that Company will not be held liable for Affiliate’s failure to disclose.
Company will pay Affiliate Commissions (“Commissions”) in the amount of the following:
- 50% commission if Affiliate completes 1–49-unit sales during the Affiliate Launch Period;
- 60% commission if Affiliate completes 50–99-unit sales during the Affiliate Launch Period; or
- 70% commission if Affiliate completes 100 or more-unit sales during the Affiliate Launch Period.
Affiliates only receive Commissions based on sales for the then current year’s open cart period. Affiliates will continue to receive commissions from payment plan sales throughout the year. Commission levels will be determined 5 days after Company’s thirty (30) day refund period. Affiliate Commissions are based on the gross sales that Company receives from the sale of Company’s Impacting Millions® Programs, that are purchased by users during a visit to Company’s site or related site, during the life of Affiliate’s cookie (“Qualifying Purchase”). 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. Commissions are subject to forfeiture or clawback if the potential customer who signs up or purchases, disputes the credit card charge or otherwise violates the payment terms, or if the Affiliate is found to be in violation of Company’s terms.
Company makes every reasonable effort to accurately track and pay Commissions for all
Affiliate sales but will NOT be held liable for any technical difficulties, outside events, actions by other affiliates or other uncontrollable events that may disrupt or interfere with Company’s ability to track sales or pay Commissions.
7. Payment Schedule
Commissions are payable monthly, by the third Thursday of each month. Commissions are payable to Affiliates after Company’s thirty (30) day refund period, for sales from the previous month.
If a sale or order is canceled, refunded, or defaulted for any reason, any paid Commission that Affiliate receives from said sale or order will be deducted from any subsequent Commissions Affiliate may receive. If customers’ payment plans get sent to collections (or if it takes Company more than 4 weeks of attempts to bring the payments current), then Company will stop paying Affiliate Commissions for that sale or order, even if Company does end up collecting it successfully. Affiliate will not be paid Commissions on any sales attributed to spam, credit card fraud, or returned product. Company is NOT responsible for the usage or maintenance of affiliate Links. Only sales tracked through the Link will count towards the Commissions.
Company pays Affiliates via a PayPal account. If the PayPal email changes, it is Affiliate’s responsibility to notify Company to ensure proper payments. Affiliate Commissions shall be reduced in the amount equal to the PayPal fees associated with the processing and distribution of Commissions.
Company will provide, and make available, reports of sales for which Commissions are payable with each payment, through the affiliate member portal.
Other than what is mentioned in Paragraph 2 regarding the Company’s Impacting Millions 3-day Challenge, Affiliate Commission sales are solely available during the Affiliate Launch Open Cart Period of March 17, 2021 – March 25, 2021 (“Affiliate Launch Period”) for Company’s Impacting Millions® Programs. Affiliate will not receive any Commission or revenue on sales of Company’s Impacting Millions® Programs before or after the defined Affiliate Launch Period (other than what is expressly mentioned in Paragraph 2 regarding the Company’s Impacting Millions 3-day Challenge), nor will Affiliates receive any Commissions or revenue sales of Company’s services and/or products other than Company’s Impacting Millions® Programs. Company may adjust these dates at any time with a 24-hour notice.
8. Site Downtime.
Each Party acknowledges 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, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
9. Earnings Disclaimer.
Affiliate accepts and agrees that Affiliate is fully responsible for Affiliate’s progress and results from Affiliate’s participation in this Program. Company offers no representations, warranties, or guarantees verbally or in writing regarding Affiliate’s earnings, business outcome, or results. By participating in this Program, Affiliate understands because of the nature of the Program and extent, the results experienced by each affiliate may significantly vary.
Any statements outlined on our websites, programs, downloads, content, and offerings are simply Company’s opinion and thus are not guarantees or promises of actual performance. Company offers no professional legal, medical, psychological, or financial advice and Affiliate’s participation in this Program will not treat, diagnose or cure any disease.
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.
11. Fulfillment and Customer Contact Policy
Company will be solely responsible for fulfilling all orders and payment processing, and customers who buy products or services through the Affiliate Marketing 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 our 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, unless the customer was previously listed on Affiliate’s list.
12. Launch Preparation and Marketing; Bonuses
Affiliate will create its own launch copy, graphics, and marketing plan, with Company’s advice and support. Affiliate agrees to execute its marketing plan during the launch period Company identifies.
Company will provide Affiliate with launch graphics and images that Affiliate may use and modify in its own marketing efforts.
Affiliate agrees to reference the full name of the Program and Impacting Millions 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, along with providing Affiliate with swipe copy to assist Affiliate in creating its own launch content; 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 We provide.
Affiliate may provide a valuable bonus to each Qualifying Purchaser, however, the bonus will not include cash, as per the bonus guidelines provided by Company.
Affiliate agrees that all information and training Affiliate receives from Company about Company’s sales, marketing, and funnel, are subject to the Non-Disclosure and Confidentiality term in Paragraph 16.
13. Intellectual Property Rights
Company grants to Affiliate during the Term a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between Affiliate and Company’s websites, and to use Company’s trade names, logos, trademarks and service marks (“Our 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 of Our 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, promotional copy, and promotional graphics.
Affiliate may not:
a. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Company by any person or entity;
b. take any action that could reasonably cause a likelihood of confusion as to Affiliate’s relationship with Company, or as to the site on which any functions or transactions (e.g., search, order, browse, etc.) are occurring;
c. frame the Affiliate’s website to look like the Company’s website or to utilize the Company’s branding in any way that would cause a likelihood of confusion with customers or the general public as to who is hosting or promoting such a website;
d. seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of the Company or the trade or service marks or names of Company’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Company;
e. seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of Company intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Company.
Affiliate agrees not to infringe on any intellectual property rights. Further, Affiliate agrees that if Affiliate violates, or displays any likelihood of violating any of the agreements contained in this paragraph, the Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.
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, Affiliate and Company 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. Relationship of Parties
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or employment relationship between the Parties. The Parties are independent contractors and are therefore responsible for any and all federal, state, local, and/or foreign income taxes, self-employment taxes, sales tax, including federal and state withholdings, social security tax, federal, state and local licenses, fees, public liability and workman’s compensation insurance.
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.
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.
16l. Non-Disclosure and Confidentiality
In order to assist Affiliate in performing its 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 is engaged, or to Company’s clients or their business, and which is not generally known to the public, including without limitation the Program, the content of Company’s products and services, and Company’s launch strategy. 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 Company, unless Affiliate first obtains written permission from Company permitting Affiliate to disclose such information.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and 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 Company or Company’s clients are engaged, or until it becomes publicly known. Company 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.
17. Force Majeure
Company shall not be deemed in breach of this Agreement if Company is unable to provide all of the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, We shall give notice to Affiliate of Company’s 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.
18. General Provisions
In its performance of this Agreement and in the operation of each party’s respective Websites, Affiliate and Company each 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, Affiliate and Company each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement shall be settled and determined by arbitration. The rules governing this arbitration shall be according to the American Arbitration Association (AAA) and any all proceedings will be conducted in New York. The decision of the arbitration shall be final and each Party agrees to be bound by the arbitration board. The non-prevailing Party shall bear all of the arbitrator’s fees and expenses and shall pay all of its own its own attorneys’ fees and expenses related to the arbitration.
The nearest state and federal court to Albany, New York shall have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement after the parties complete the mandatory mediation as outlined above.
This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
By clicking on the box, You assert that You have read, understood and agreed to all of the terms and conditions of this Agreement. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.