This Affiliate Agreement (“Agreement”) is entered into between Brodie Welch, L.Ac., LLC, an Oregon Limited Liability Company, having an office at 534 NW 4th Street, Corvallis, OR 97330 (“Provider”) and the Affiliate identified on Exhibit A, hereto (the “Affiliate”). Collectively Provider and Affiliate are sometimes referred to herein as “Parties” or individually as a “Party.”
Provider and Affiliate hereby agree as follows:
- Exhibit “A” attached hereto is made a part hereof and by this reference is incorporated as if set forth fully herein.
- Affiliate will make an internet website link (or links in multiple places) available on Affiliate’s website(s), electronic newsletters, and emails (and/or other places or methods acceptable to Provider, in Provider’s sole and absolute discretion), to Provider’s website for the purpose of making available to internet users the ability to purchase on-line content from Provider.
- Provider’s on-line content is sold and provided through Provider’s website(s). Provider employs various software solutions that (presently WordPress, Woocommerce, and related plug-ins and other programs) that allow Provider and Affiliate to track and record whether an individual has clicked through Affiliate’s website to purchase on-line content from Provider.
- For each purchase of Provider’s on-line content that is made by an individual clicking through Affiliate’s website link to Provider’s website that registers as a click-through purchase on Provider’s website and related plug-ins, Provider shall pay to Affiliate a commission as specified in Exhibit A hereto (hereinafter the “Commission Amount”). The Commission Amount shall be payable only upon the on-line portion of the Provider’s content purchased; no commission shall be payable on any portion of Provider’s fee(s) attributable to Provider’s services for providing personal meetings/individual sessions, telephone sessions or consultations, or any other provision of services/labor by Provider. By way of example, and without limiting the generality of the foregoing: If a person purchases an upgraded premium course allowing for phone consultations with Provider for $500, but the base on-line only course prices is $199, Affiliate earns commission only on the $199 price (and does not earn any commission on the $301in excess of the $199 on-line course price).
Affiliates may earn commissions on online courses Basics of Chinese Medicine: Your Inner Ecosystem and 12 Treasures Qigong: Your Movement Multivitamin only.
- All Commission Amounts payable to Affiliate under this Agreement will be paid to and made available to Affiliate solely through Provider’s website and related plug-ins, and related payment providers such as Stripe and PayPal. Provider will provide Affiliate with necessary log-ins for Affiliate to access its account(s) so that Affiliate can review sales data collected by the third-party vendors and view and access commissions due to Affiliate. Affiliate will have no right to audit Provider’s books and records concerning commission payments or any other matter as Provider does not receive any data concerning commissions other than that which is available to Affiliate through the applications described above. Provider reserves the right, in its sole and absolute discretion, to change vendors for such services without prior notice to Affiliate. Provider shall have no liability for any acts, errors, omissions, and/or failures of third-party vendors to record or credit commissions or for the loss of commission funds by third parties. Affiliate understands and agrees that it its sole recourse for such situations is against such third-party providers.
- Affiliate and Provider agree that this relationship between Affiliate and Provider is purely contractual and is governed exclusively by the terms of this contract, and that there are no other verbal or written understandings between the Parties. This Agreement can only be amended by a writing signed by both Provider and Affiliate. No partnership, joint venture, employer/employee, master/servant, or any other type of relationship is formed between the Parties, except as specifically set forth in thisAgreement. Affiliate will ensure that Affiliate shall not take any actions or make any statements, on its website or in any manner whatsoever that state, imply, or from which it could be inferred that Affiliate and Provider are a partnership, joint venture, employer/employee, master/servant, or in any other type of relationship other than that of parties to a contract for website referrals.
- Affiliate understands and agrees that, Provider is not providing medical, counseling, or psychological advice to any person by making available its on-line content. Affiliate understands and agrees that by making its on-line content available Provider is not intending to and is, in fact, not establishing a doctor-patient, psychotherapist-patient or any other type of medical provider-patient relationship with any person purchasing content made available by Provider. Affiliate will ensure that Affiliate shall not take any actions or make any statements, on its website or in any manner whatsoever that state, imply, or from which it could be inferred that by viewing Provider’s website or purchasing content from provider that any of the foregoing relationships are or would be established.
- Affiliate understands and agrees that Provider’s content is available for purchase by the general public and Provider makes no representation or warranty that Provider’s content is appropriate for or will be helpful to any particular person or any particular factual circumstance or situation. Therefore: ALL OF PROVIDER’S CONTENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND (EXCEPT FOR WARRANTY OF TITLE), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT SHALL PROVIDER BE LIABLE TO AFFILIATE FOR DAMAGES EXCEEDING THE COMMISSION AMOUNT (AS DEFINED HEREIN) PAID OR PAYABLE UNDER THIS AGREEMENT. PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF PROVIDER HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Affiliate will defend, indemnify, and hold Provider harmless from any and all claim, loss or liability arising out of or alleged to relate to, or alleged to have arisen from a referral by Affiliate to Provider, via Affiliate’s website or otherwise. Affiliate will also defend, indemnify and hold Brodie Welch (personally and individually) harmless from any claim, loss, liability, suit, or cause of action is brought against Brodie Welch
(personally and individually) alleged to have arisen out of a referral by Affiliate to Provider via Affiliate’s website or otherwise. Affiliate understands and expressly agrees that Brodie Welch, personally and individually, is an intended third-party beneficiary of this indemnity clause and that she shall have the right to enforce this provision against Affiliate in law or equity.
- Affiliate shall procure and maintain at its own expense comprehensive general liability insurance in a responsible company with limits of not less than $500,000 for injury to any one person and $1,000,000 for injury to two or more persons in one occurrence. Such insurance shall over all risks arising directly or indirectly out of Affiliate’s activities in making Provider’s content available to third parties by posting link(s) on Affiliate’s website(s) or otherwise recommending or promoting Provider’s content to third parties.
- Provider and Affiliate may terminate this Agreement any time, without cause, after providing not less than ten (10) days prior written notice to the other Party. Written notice may be provided under this paragraph by the email or by US Mail, first class postage prepaid. Notice shall be effective upon sending of an email or upon deposit of the notice in the US Mail first class postage prepaid.
- This Agreement shall be governed by the laws of the State of Oregon, without regard to any principals of the law of conflict of laws thereof. Any and all claims, suits, or other actions shall be brought and heard in the Circuit Court for the State of Oregon, County of Benton, and Affiliate specifically consents to the Personal Jurisdiction of such court.
- If any suit or action is initiated to enforce or interpret any provisions of this Agreement, or that arise out of or relate to this Agreement, the prevailing party as determined by any arbitrator, court, or appellate court, shall be entitled to an award of reasonable attorney fees, costs, and disbursements, incurred in connection therewith.
- This Agreement shall be accepted and deemed to have the same legal effect as an original signature when affiliate application is submitted.