Affiliate Terms & Conditions

These Terms and Conditions, together with the Affiliate Application (as defined below) constitute the Affiliate Agreement between the party named in the Affiliate Application (the “Affiliate”) and The Platinum Alliance, LLC (the “Company”), this Affiliate Agreement will govern the Affiliate’s participation in the Company’s Affiliate Program (as defined below).

The Affiliate hereby understands and agrees to the terms of this Affiliate Agreement. In addition, the Affiliate understands and agrees that should the Affiliate continue to participate in the Affiliate Program following any written notice posted on any Company website, sent via email to the email address of the Affiliate then on file with the Company, or otherwise communicated by any Company principal or agent to the Affiliate, of any amendment to this Affiliate Agreement, the Affiliate is bound by such amended Affiliate Agreement.

The Company is a branding and marketing strategy company. The Affiliate wishes to submit Referrals (as defined below) to the Company, through its various brands, in exchange for an Affiliate Commission as governed by the terms of this Affiliate Agreement (the “Affiliate Program”). The Affiliate represents and warrants that the Affiliate is legally allowed to enter into this Affiliate Agreement and is not seeking to enter into this Affiliate Agreement for any improper purpose.

Affiliate Application

The “Affiliate Application” is the form on the Company’s website which was completed by the Affiliate and contains fields enabling the disclosure of Affiliate’s Contact Information (as defined below) and any other information required by the Company.

Referrals

A “Referral” is defined as any person or entity that contacts the Company, or any of its brands, through the Affiliate’s Tracking Link. Any potential clients who did not use the Affiliate’s Tracking Link, or who signed up after the Tracking Link term expired, will be deemed to not be a Referral from Affiliate and will therefore not be entitled to an Affiliate Commission.

Tracking Link

A “Tracking Link” is a unique link provided to the affiliate which a prospective clients can use to contact the Company. A unique Tracking Link will be provided to the Affiliate by the Company. The Tracking Links are last-click-last-credit links, and the cookies created by the Tracking Links have a 90 day term. The Affiliates may not make any purchases using their own Tracking Link.

Referral Activities

The Affiliate agrees that they will not promote any Company program, product or service, including but not limited to any program, product or service provided or made available under any of the Company’s brands, or use a Tracking Link in a way or on any site that: 1) contains sexually explicit materials, 2) contains violent materials, 3) contains defamatory materials, 4) promotes discrimination, 5) promotes illegal activities, 6) is directed toward children under age 13, 7) violates the CAN-SPAM Act, 8) violates the guidelines or regulations of the Federal Trade Commission, 9) violates any applicable law, 10) holds the Company, or any of its brands, principals or agents, in a negative or demeaning light, 11) violates rights to publicity, 12) violates rights to privacy, or 13) violates any party’s intellectual property rights.

Referral Income

“Referral Income” is defined as the total fees paid by Referrals to the Company for first purchase of program, products or services offered by the Company, or any of its brands.

Affiliate Commissions

“Affiliate Commission” is defined as 15% of the Referral Income and shall be paid by the Company to the Affiliate as follows:

The Affiliate Commissions shall be payable after the expiration of a thirty-day refund period. The Affiliate Commissions will not be paid on any Referral Fees that have been refunded or have been unable to be fully processed. The Affiliate Commissions for Referral Income on payment plans or recurring payment programs will be dispersed on a monthly basis, pro rata, as Referral Income is successfully collected.

Subject to the prior paragraph, the Company agrees to pay the Affiliate any accrued Affiliate Commissions, in excess of $49.99, on a monthly basis, payable between the tenth and the twentieth of the month. Payment shall be made via PayPal to the email address used in the Affiliate application. If the Affiliate Commission balance is less $50.00, payment will be made once the Affiliate exceeds $49.99. In the event the Affiliate’s balance does not exceed $49.99, such Affiliate Commission will be paid at the beginning of the following quarter.

Term

This Affiliate Agreement shall commence on the date of enrollment and shall continue until the Affiliate Agreement is terminated under this section. Either party may terminate this Affiliate Agreement at any time, for any reason, with or without cause, via a written notice. Notice to the Affiliate shall be via email at the address maintained on file by the Company. Notice to the Company shall be via email to doug@theplatinumalliance.com. Upon termination, the Company will continue to pay the Affiliate Commissions for any Affiliate Referrals received by the Company before the effective date of termination.

Accounting

At any time, absent a disruption to the online system, the Affiliate may access the Company online affiliate system to view activity on their account.

Not an Employee

The Affiliate understands and agrees that the Affiliate is an independent contractor, and is not an employee of the Company or any of its brands. The Affiliate is not entitled to any employee benefits, including but not limited to workers’ compensation or unemployment benefits, and the Affiliate is obligated to pay any and all federal, state, or local income tax on any moneys earned pursuant to this Affiliate Agreement or any other agreement between the parties, if any such taxes are required. The Affiliate will maintain and be responsible for workers’ compensation insurance, if required. The Affiliate will indemnify and hold the Company, together with all of its brands, principals and agents, harmless for any penalties or claims arising from or related to the Affiliate’s activities as an affiliate hereunder, including but not limited to the failure to pay taxes on behalf of, or wages to, any person.

Not a Joint Venture

The Affiliate understands and agrees that the Affiliate and the Company are not engaged in a partnership or joint venture. Nothing in this Affiliate 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

The Affiliate may not make any statement that implies a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and the Company, or any of its brands. The Affiliate may not make any statement that implies that the Company or any of its brands, principals or agents, and each of them, is endorsing the Affiliate. The Affiliate must disclose its affiliate relationship with the Company to the extent required by the guidelines and regulations of the Federal Trade Commission, and any other applicable law.

Warranties

The Affiliate represents and warrants that it will not engage in any violations of the CAN-SPAM Act or any other laws, rules or regulations, in the promotion of any Company branded programs, products or services, or its activities pursuant to this Affiliate Agreement. The Affiliate represents and warrants that it will only engage in promotional activities that are not in violation of the terms of any service or website being used, are not in violation of any law, are not misleading to any party and do not in any way disparage the Company, its brands, principals, employees, agents or its products, programs or services. The 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 person or property. The Company expressly disclaims any warranties, guarantees, or conditions of any kind.

Indemnification

The Affiliate agrees to indemnify the Company, together with its principals and agents, from and against all claims and damages arising out of the breach or alleged breach of any representations, warranties, activities or agreements made by it under this Affiliate Agreement.

Damages

To the extent allowed by law, under this Affiliate Agreement, the Company, together with its principals, employees, and agents, will 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

The Affiliate has a limited, revocable, non-transferable, non-sublicensable, non-exclusive, world-wide, royalty-free license to use and display certain trademarked and copyrighted works regarding the Company’s programs, products or services, including graphics, photography and writings, provided such use is previously approved by the Company and complies with any guidance or requirements of the Company and only for the purpose of promoting the Company’s programs, products and services. 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 the Company. This license expires immediately upon termination of this Affiliate Agreement. The Affiliate does not receive any ownership rights or any other interests in the Company, in the various programs, products or services offered for sale by the Company, or in the Affiliate Resources, excepted as expressly described in this section.

PayPal Account Required

The Affiliate shall have a PayPal account.

Contact Information and Notice

The Affiliate represents and warrants that the Contact Information (as defined below) on file with the Company is currently accurate and will be accurate throughout the term of this Affiliate Agreement. In the event of change to its email address (including the PayPal email), tax ID number, name, business entity, and any other contact information (collectively, the “Contact Information”), the Affiliate shall provide notice to the Company as soon as is practicable after such change. The Affiliate hereby agrees that any written notice under this Affiliate Agreement may be sent to the Affiliate via the email address contained in the Contact Information then on file with the Company.

No Waiver

None of the terms of this Affiliate Agreement can be waived or modified except upon written notice to the Affiliate by the Company.

Entire Agreement

This Affiliate 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.

Assignment

The Affiliate may not assign this Affiliate Agreement to any other party without the Company’s prior written consent.

Choice of Law and Venue

This Affiliate Agreement shall be governed by, and construed in accordance with the laws of the State of Utah. Any and all disputes, controversies, claims, or differences arising out of, relating to, or having any connection with this Affiliate Agreement, shall exclusively be brought, heard and resolved via Arbitration pursuant to the rules of the American Arbitration Association, and such dispute resolution shall be conducted by and through the American Arbitration Association in Salt Lake County, the State of Utah. Affiliate understands and agrees that such Arbitration is the sole and exclusive method of addressing any unresolved disputes between the parties, that such Arbitration is binding on all parties, and that there is no right to appeal the decision of the Arbitrators. Furthermore, Affiliate does hereby waive any and all rights to proceed with any claim or other legal proceeding in any court, administrative body or other tribunal and specifically acknowledge that any attempt to proceed in any court, administrative body or other tribunal is a violation of this Affiliate Agreement and shall cause substantial damage. Any party that violates this provision to use Arbitration as the sole and exclusive method of addressing any unresolved dispute shall pay the non-violating party any and all legal fees, court costs and other costs incurred in responding to such proceedings, as well as any such incurred to enforce the provisions of this Arbitration clause. Nothing in this provision shall be construed to waive, alter or diminish the requirement to proceed with Arbitration as the sole and exclusive method of dispute resolution.

Severability

If any provision of this Affiliate Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Affiliate Agreement will not in any way be affected or impaired and such invalid, illegal or unenforceable provision will be amended to the least extent possible to cause such provision to become valid, legal and enforceable.

Corporate Authority and Acknowledgement

The person affirming this Affiliate Agreement on behalf of the Affiliate warrants that he or she is duly authorized to do so and the Affiliate is formally bound to the provisions of this Affiliate Agreement. The Affiliate consents and agrees that submission of this Affiliate Agreement in digital form constitutes the Affiliate’s signature and has same force and effect as though the Affiliate Agreement had been manually signed.