Affiliate Agreement

This agree­ment (“Agree­ment”) describes the terms and con­di­tions for par­tic­i­pa­tion in the Tell­Grade Affil­i­ate Pro­gram. The terms “Affil­i­ate,” “you,” and “your” are refer­ring to you, the per­son who is apply­ing to par­tic­i­pate in our affil­i­ate pro­gram. “We” and “our” refer to Tell­Grade Affil­i­ate Pro­gram.

You and we are inde­pen­dent par­ties and you agree that this Agree­ment shall not cre­ate any form of part­ner­ship or employ­er-employ­ee rela­tion­ship between us. If you are accept­ing this Agree­ment on behalf of anoth­er per­son or a com­pa­ny, you agree that you have author­i­ty to bind them.

REGISTRATION AND USE

To be eli­gi­ble to par­tic­i­pate as an affil­i­ate, you must be at least eigh­teen (18) years old, and have a valid tax ID or social secu­ri­ty num­ber. If you are in the Unit­ed States you must com­plete a W9 form or its equiv­a­lent in your coun­try. Dur­ing the reg­is­tra­tion process you may be asked to pro­vide cer­tain infor­ma­tion. In pro­vid­ing this infor­ma­tion you rep­re­sent and agree that all infor­ma­tion is, and will remain, truth­ful and cur­rent.

We reserve the right to deter­mine whether you are eli­gi­ble or ter­mi­nate your par­tic­i­pa­tion with us at any time, with­out notice. We reserve the right to ter­mi­nate your account at any time with­out notice or rea­son, but specif­i­cal­ly we may do so if you or your site vio­lates any term of this Agree­ment or any applic­a­ble law. Ter­mi­na­tion of your account for breach or vio­la­tion of law may include for­fei­ture of any com­pen­sa­tion owed and dis­gorge­ment of any already paid.

AGREEMENT DURATION AND TERMINATION

This Agree­ment will begin upon our accep­tance of your affil­i­ate appli­ca­tion and will end when ter­mi­nat­ed by either par­ty, but we may ter­mi­nate this agree­ment at any time, with­out notice, for your breach or vio­la­tion of law.

Ter­mi­na­tion may occur at any time, with or with­out cause, by giv­ing the oth­er par­ty writ­ten notice of the ter­mi­na­tion in accor­dance with this Agreement.Once the Agree­ment is ter­mi­nat­ed, you will imme­di­ate­ly cease your par­tic­i­pa­tion with the site, remove any offers, con­tent, links or cre­ative that has been pro­vid­ed to you by us or our adver­tis­ers. Once ter­mi­nat­ed you will for­feit any rights to any com­pen­sa­tion from the date of ter­mi­na­tion.

We may also reject any appli­ca­tion if you are from a state that cur­rent­ly impos­es a tax on the sale of goods or ser­vices by affil­i­ates (i.e. nexus tax) and the adver­tis­er does not wish to pro­mote its prod­ucts in that state through you.

MODIFICATION

We may mod­i­fy any of the terms and con­di­tions with­in this Agree­ment at any time and at our sole dis­cre­tion, regard­less of the dis­sim­i­lar­i­ty that may occur between the amend­ed ver­sion of the Agree­ment and the orig­i­nal ver­sion. These mod­i­fi­ca­tions may include, but are not lim­it­ed to, changes in the scope of avail­able refer­ral fees, fee sched­ules, pay­ment pro­ce­dures and rules relat­ing to our affil­i­ate pro­gram. If any of the mod­i­fi­ca­tions are unac­cept­able to you, you must imme­di­ate­ly ter­mi­nate this Agree­ment and noti­fy us of such noti­fi­ca­tion; you must not con­tin­ue par­tic­i­pat­ing in the affil­i­ate pro­gram. By con­tin­u­ing to par­tic­i­pate in the pro­gram fol­low­ing the post­ing of a Change Notice or amend­ments to this Agree­ment, you are indi­cat­ing that you accept the mod­i­fi­ca­tions and agree to com­ply with them.

COMMISSION FEES

The sched­ule for you to receive com­pen­sa­tion is based on the occur­rence of a valid event, which is gov­erned by the terms of the offer and its require­ments. We reserve the right, in our sole dis­cre­tion, to deter­mine the valid­i­ty of any event that would lead to com­pen­sa­tion to you. Fur­ther­more, we will have no oblig­a­tion to pay for invalid actions or if the advertiser(s) fails to remit pay­ment.

Depend­ing on the par­tic­u­lar offer, your com­pen­sa­tion may be based on upto 25% of the gross rev­enue or $5 per sale as a com­mis­sion from the par­tic­u­lar valid action that would trig­ger com­pen­sa­tion to you (i.e. orders placed through your Affil­i­ate Site). You will only be paid for legit­i­mate com­pen­sa­tion that was earned, which is deter­mined by us in our sole dis­cre­tion. Pay­ment will be made by an approved method that will be post­ed on the site, and in U.S. Dol­lars unless oth­er­wise agreed to by both par­ties in writ­ing. You will be paid only once you have reached a pay­ment thresh­old of at least $50.00USD (or anoth­er num­ber agreed in writ­ing by both par­ties) and paid on terms of a sched­ule of 15 days after the last day of the cal­en­dar month or anoth­er time frame which has been agreed upon in writ­ing by both par­ties.

(Word This Para­graph to Your Par­tic­u­lar Affil­i­ate Pro­gram)

For a sale to gen­er­ate a com­mis­sion to an Affil­i­ate, the cus­tomer must com­plete the order form, remit full pay­ment for the ser­vice ordered, and have their instal­la­tion com­plet­ed. You will receive upto 25% (depend­ing on prod­uct) for orders placed through the Affil­i­ate Sites of those sub-Affil­i­ates which you have spon­sored into the Tell­Grade Affil­i­ate Pro­gram. Affil­i­ate com­mis­sions will only be paid on sales which are made through qual­i­fied Affil­i­ates.

Com­pen­sa­tion can only be earned between the accep­tance of the Affil­i­ate appli­ca­tion and notice of ter­mi­na­tion. Fees will be paid on the first day of each month by Tell­Grade Affil­i­ate Pro­gram. Any returned checks, charge­backs, or fees from a returned order will be adjust­ed in the fol­low­ing fee pay­ment. If no fee pay­ment is due, a billing invoice for the amount will be issued.

Affil­i­ates must have an active link on their web­site. In order to qual­i­fy for com­mis­sions on sub-affil­i­ate sales in any giv­en month, an affil­i­ate must per­son­al­ly sell at least one order dur­ing that month. Affil­i­ate will also be respon­si­ble for all tax­es and fees that they may incur.

ORDER PROCESSING

Tell­Grade Affil­i­ate Pro­gram will be sole­ly respon­si­ble for pro­cess­ing every order placed by a cus­tomer on the Affil­i­ate and sub-affil­i­ate sites. Cus­tomers who pur­chase prod­ucts and ser­vices through the Tell­Grade Affil­i­ate Pro­gram will be deemed to be cus­tomers of Tell­Grade Affil­i­ate Pro­gram. Prices and avail­abil­i­ty of our prod­ucts and ser­vices may vary from time to time. Tell­Grade Affil­i­ate Pro­gram poli­cies will always deter­mine the price paid by the cus­tomer. We reserve the right to reject any order that does not com­ply with our rules, oper­at­ing pro­ce­dures and poli­cies.

WEBSITE RESTRICTIONS

As stat­ed above, your eli­gi­bil­i­ty to par­tic­i­pate depends on sev­er­al things includ­ing how you pro­mote the prod­ucts or ser­vices. Tell­Grade Affil­i­ate Pro­gram reserves the right, in its sole dis­cre­tion and with­out expla­na­tion to you, to reject your par­tic­i­pa­tion in the Tell­Grade Affil­i­ate Pro­gram based on site con­tent. For exam­ple, Sites that do not qual­i­fy for the Tell­Grade Affil­i­ate Pro­gram include, but are not lim­it­ed to, sites that:

• -Are X- rat­ed and pro­mote sex­u­al­ly explic­it mate­ri­als
• -Pro­mote vio­lence and dis­cord.
• -Pro­mote dis­crim­i­na­tion based on race, sex, reli­gion, nation­al­i­ty, dis­abil­i­ty, sex­u­al ori­en­ta­tion, or age
• -Pro­mote ille­gal or ques­tion­able activ­i­ties
• -Vio­late intel­lec­tu­al prop­er­ty rights or oth­er rights of third par­ties
• - Sites that use spy­ware, mal­ware, or adware
• - Sites that col­lect per­son­al infor­ma­tion about vis­i­tors with­out their knowl­edge
• - Sites that iframe any offer
• - Sites that imper­son­ate any per­son or give the impres­sion that the Site is endorsed by any par­tic­u­lar per­son
• - Sites that are unable to direct rea­son­able amounts of traf­fic
• - Sites that are under con­struc­tion
• - Sites that require a login/password, unless approved by us
• - Sites that con­tain exit pops or ghost pix­el fir­ing
• - Sites that use fake news sto­ries or are cre­at­ed in a way to resem­ble a news site (flogs, far­ti­cles)
• -Vio­late any law of any applic­a­ble juris­dic­tion
• -Would oth­er­wise bring our Tell­Grade Affil­i­ate Pro­gram into dis­re­pute

We reserve the sole right to deter­mine whether your web­site is dis­qual­i­fied from our pro­gram due to the above restric­tions.

FRAUD

You must not under any cir­cum­stances engage in fraud­u­lent, unfair, or decep­tive prac­tices when par­tic­i­pat­ing in our Tell­Grade Affil­i­ate Pro­gram. This includes, but is not lim­it­ed to, the prac­tice com­mon­ly known as “cook­ie stuff­ing,” offer­ing non-exis­tent incen­tives as a reward for pur­chas­ing items, or any oth­er fraud­u­lent, unfair, or decep­tive prac­tice. We reserve the right to deter­mine, in our sole dis­cre­tion, whether you or your site has uti­lized any fraud­u­lent method or is engag­ing in decep­tive tac­tics. We may sus­pend or ter­mi­nate your account if we have any rea­son to believe that you are com­mit­ting fraud or deceit and at any time, in our sole dis­cre­tion. If your account is sus­pend­ed or ter­mi­nat­ed for fraud you will for­go any rights to com­pen­sa­tion both paid, and unpaid.

SPAM (UCE)

Unso­licit­ed Com­mer­cial E‑mail — Tell­Grade Affil­i­ate Pro­gram in no way par­tic­i­pates in mass unso­licit­ed e‑mailing (i.e. spam­ming), and all Affil­i­ates are expect­ed not to do any­thing that would vio­late this pol­i­cy. Vio­la­tion of this pol­i­cy will result in the ter­mi­na­tion of the Agree­ment and imme­di­ate dis­missal from the Tell­Grade Affil­i­ate Pro­gram, with no refund or pay­ments made for affil­i­ate com­mis­sions earned.

DATA AND INTELLECTUAL PROPERTY

Once you are approved, and so long as you remain eli­gi­ble, you are grant­ed a non-exclu­sive, revo­ca­ble, lim­it­ed non-trans­fer­able license to use mate­ri­als that are pro­vid­ed to you by us or an adver­tis­er for a par­tic­u­lar offer. You do not have any intel­lec­tu­al prop­er­ty rights in any of those mate­ri­als. Fur­ther­more, any data that is col­lect­ed or gen­er­at­ed through your efforts, use, or par­tic­i­pa­tion are deemed to be con­fi­den­tial infor­ma­tion of our com­pa­ny and become whol­ly owned by us.

This infor­ma­tion is pro­pri­etary to us, and is con­sid­ered a trade secret. You will remain respon­si­ble for its accu­ra­cy and safe­guard­ing it, which includes not repro­duc­ing it or stor­ing it in unse­cure loca­tions. You will not dis­close any of this data to any­one out­side of this Agree­ment and will noti­fy us with­in two (2) hours if you believe the data or your site has been com­pro­mised. You will be liable to us for any claims, whether brought or threat­ened, that is con­nect­ed to the use or mis­use of our site or the data.

FORCE MAJEURE

You agree not to hold us liable for any dam­ages relat­ed to issues beyond our con­trol, includ­ing but not lim­it­ed to, acts of God, war, ter­ror­ism, insur­rec­tion, riots, crim­i­nal activ­i­ty, nat­ur­al dis­as­ters, dis­rup­tion of com­mu­ni­ca­tions or infra­struc­ture, labor short­ages or dis­rup­tions (includ­ing unlaw­ful strikes), short­ages of mate­ri­als, and any oth­er events which are not with­in our con­trol

INDEMNITY

You agree to indem­ni­fy us for and defend against any actions by third par­ties relat­ed to your par­tic­i­pa­tion in our pro­gram. For exam­ple, if you vio­late our anti-spam pol­i­cy, and we get sued as a result of your activ­i­ty, you must indem­ni­fy us for the dam­ages and legal fees that you cause us to incur.

DISCLAIMER

We make no express or implied war­ranties or rep­re­sen­ta­tions with respect to the Affil­i­ate Pro­gram or your poten­tial to earn income from the Tell­Grade Affil­i­ate Pro­gram. In addi­tion, we make no rep­re­sen­ta­tion that the oper­a­tion of our site or the Affil­i­ate Sites will be unin­ter­rupt­ed or error-free, and we will not be liable for the con­se­quences of any inter­rup­tions or down time. We express dis­claim all war­ranties, whether writ­ten or oral. We will not be liable for any dam­ages that you, or any third par­ty, may incur as a result of your use or mis­use of our site or pro­mo­tion of any offer or loss of any data. In juris­dic­tions that lim­it or do not allow these exclu­sions our max­i­mum lia­bil­i­ty will not exceed any amounts paid to you with­in the pre­vi­ous three (3) pay­ment cycles.

MISC.

If any Court strikes down any pro­vi­sion or sen­tence of this Agree­ment the rest shall remain intact and in full force and effect.

This Agree­ment will be gov­erned by the laws applic­a­ble in the State of Flori­da, with­out ref­er­ence to rules gov­ern­ing con­flicts of laws. Any action relat­ing to this Agree­ment must be brought in a court of com­pe­tent juris­dic­tion locat­ed in Flori­da, or if no such court of com­pe­tent juris­dic­tion exists in that geo­graph­i­cal area, then the next clos­est court which has juris­dic­tion to hear the action; you irrev­o­ca­bly con­sent to the juris­dic­tion of these and only these courts. The pre­vail­ing par­ty in any dis­pute or legal action will be enti­tled to its rea­son­able attor­neys fees and costs.

You may not assign your rights or oblig­a­tions under this Agree­ment, by oper­a­tion of law or oth­er­wise, with­out our pri­or writ­ten con­sent. We, how­ev­er, may assign or trans­fer our rights and oblig­a­tions under this Agree­ment to a third par­ty where we believe it appro­pri­ate for exam­ple, if we sell our busi­ness to a third par­ty. Sub­ject to that restric­tion, this Agree­ment will be bind­ing on, inure to the ben­e­fit of, and enforce­able against the par­ties and their respec­tive suc­ces­sors and assigns. Our fail­ure to enforce your strict per­for­mance of any pro­vi­sion of this Agree­ment will not con­sti­tute a waiv­er of our right to sub­se­quent­ly enforce such pro­vi­sion or any oth­er pro­vi­sion of this Agree­ment.

By sub­mit­ting this Affil­i­ate Agree­ment form, you acknowl­edge that you have read this agree­ment and agree to all its terms and con­di­tions. You have inde­pen­dent­ly eval­u­at­ed this pro­gram and are not rely­ing on any rep­re­sen­ta­tion, guar­an­tee, or state­ment oth­er than as set forth in this agree­ment.

(Option­al) you may choose not to have the fol­low­ing rule with your pro­gram.

*Please note that NO COMMISSION is paid on your orig­i­nal pur­chase of Tell­Grade Affil­i­ate Pro­gram. In oth­er words you can­not buy from your­self or be your first pur­chase for the sole pur­pose of dis­count­ing your own prod­uct pur­chase.

I have read the terms of this agree­ment and I accept.