This Marketing Affiliate Program Agreement (hereinafter referred to as the “Agreement”) by and between the undersigned marketing Affiliate (hereinafter referred to as the “Participant”) and Real Truth International, LLC (hereinafter referred to as “RTI”), dated as May 11, 2020 (the “Effective Date”).
This Agreement describes how RTI will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese,” but RTI have tried to make it as readable as possible.
- Scope of this Agreement
- This Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). Your Agreement to all terms and conditions listed in this Agreement is a condition of your participation in the Affiliate Program.
- RTI periodically updates these terms. RTI might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our third-party partner programs. If RTI updates or replace the terms, RTI will let Participant know via electronic means, which may include an in-app notification or by email. If Participant does not agree to the update or replacement, Participant can choose to terminate as described in this Agreement.
- “Affiliate” means a person or company that applies for the Affiliate Program in accordance with RTI’s authorized process communicated by RTI, is approved by RTI, and executes this Marketing Affiliate Program Agreement.
- “Affiliate Program” means our marketing affiliate program as described in this Agreement.
- “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that RTI have made available to Affiliate via the Affiliate Tool.
- “Affiliate Link” means the unique tracking link Affiliate place on your site or promote through other channels on behalf of RTI Affiliate.
- “Affiliate Policies” means the policies applicable to Affiliates which RTI may make available to Affiliate from time to time.
- “Affiliate Tool” means the tool that RTI make available to Participant upon your acceptance into the Affiliate Program for Affiliate to use in order to participate in the Affiliate Program.
- “Ambassador” means an Affiliate that provides additional approved marketing above and beyond the materials provided through the Affiliate Program, applies to be an Ambassador, and is approved by RTI.
- “Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to herein.
- “Collateral” means streaming CDs/DVDs, marketing brochures, and other materials that may be provided to Affiliates as part of the Affiliate Program.
- “Commission” means a dollar amount paid in RTI funds described on the Program Policies Page for each Customer Transaction, which may vary depending on whether a Participant is an Affiliate or Ambassador, as determined by the RTI in its sole discretion.
- “Customer” means the authorized actual user of the RTI Products who has purchased the RTI products after being a Affiliate Lead.
- “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
- “Customer Data” means all information that Customer submits or collects via the RTI Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the RTI Products.
- “Program Policies” means the RTI guidelines and policies for the Affiliate Program, as the same may be amended from time to time by RTI.
- “Program Policies Page” means the landing page: https://www.realtruthintl.com/partners/Affiliates/program-policies where RTI will provide all the up to date guidelines and policies for the Affiliate Program.
- “Other Products” means any products of RTI not specifically listed on the Program Policies page.
- “RTI Affiliate” means a company owned, operated or controlled by RTI.
- “RTI Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, hardcopy and electronic books which have been co-authored by any principal, partner or part of the managing team of RTI and tags that RTI incorporate into all of our advertised services.
- “RTI Products” means “A Necessary-Life-Curriculum | The Relationship Module” and other offerings as may be identified in writing on the Program Policies Page.
- This Agreement does not create an exclusive agreement between Participant and RTI. Both Participant and RTI will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
- Affiliate Acceptance and ambassador status
- Participant is receiving this Agreement because Participant’s application has been accepted to join the Affiliate Program. Before RTI and Participant sign this Agreement, RTI may want to review Participant’s application with Participant, so RTI may reach out to Participant for more information. RTI may require that Participant complete certain requirements or certification(s) before RTI accept your application. If RTI does not notify Participant that Participant is accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
- If Participant is fully accepted to participate in the Affiliate Program, upon execution of this Agreement, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, Participant will need to complete any enrollment criteria set out in the Program Policies Page, when applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and Participant will no longer be able to participate in the Affiliate Program.
- If an Affiliate wishes to become an Ambassador, an Affiliate may request an application for that program. As part of Affiliate’s application, RTI may request review of the Affiliate’s marketing materials. Upon RTI’s approval of the applications, and in RTI’s sole discretion, Participant may be designated an Ambassador subject to the additional Commission.
- Participant’s acceptance and participation in the Affiliate Program does not mean that Affiliate will be accepted into any other RTI programs. In order to participate in each program, Affiliate will need to apply in accordance with the relevant application procedure for each.
- Affiliate will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies. At any time, and upon written notice, RTI may revoke the Affiliate or Ambassador status for failure to comply with Affiliate Program policies, as the same may be amended from time to time by RTI, in its sole discretion.
- Customer Transactions
- Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided on the Program Policies Page from the date the Affiliate Lead clicked on the Affiliate Link that was made available by Affiliate. RTI will pay Affiliate Commission for each new Customer who completes a Customer Transaction after clicking on a Affiliate Lead made available by Affiliate, provided that Affiliate remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase of the Subscription Service by the Customer and Affiliate will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of one of our programs, and there is a subsequent transaction by that same customer for an additional user of one of our programs for the same subscription, Affiliate will receive Commission for the initial user purchased only. The Affiliate will not be entitled to receive Commission on any additional purchases of RTI Products by that same Customer.
- To be eligible for Commission (i) a Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred (iii) a Customer must remain a customer sixty (60) days plus the number of days until the end of that calendar month in order to be eligible for a Commission. For example, a Customer who makes a purchase on the 15th of March must remain a customer until the 31st of May in order to be eligible for a Commission. All transactions must occur on a realtruthintl.com domain. Any transactions occurring on international domains (i.e., .fr, .jp, .de, etc.) will not be eligible for Commission. Participant is not eligible to receive Commission or any other compensation from RTI based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to RTI or RTI Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to Participant, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that RTI make available to Participant, misuse of the Affiliate Tool or by any other means that RTI deem to breach the spirit of the Marketing Affiliate Program, to receive commission in relation to the Customer Transaction under any of these programs. If at any point Participant is eligible to receive a revenue share payment under the Sales Solutions Partner Program Agreement, Sales Referral Program Agreement or Agency Partner Program Agreement that payment amount will not change based on your participation in the Affiliate Program. For example, Participant will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed while participating as a partner in the Sales Referral Partner Program (as defined in the Sales Referral Partner Program Agreement). In competitive situations with other Affiliates, RTI may elect to provide the Commission to the Participant that RTI deem to be the most eligible for Commission, at our sole discretion. RTI may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time
- Acceptance and Validity. Participant will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that RTI make available to Participant and are accepted by RTI. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or ninety (90) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, RTI may choose not to accept an Affiliate Lead at our sole discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Program Policies Page) from their first click on the Affiliate Link, Participant will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
- Engagement with Prospects. Once RTI have received the Affiliate Lead information, RTI may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If a Affiliate Lead is not valid then RTI may choose to maintain it in our database and RTI may choose to engage with such Affiliate Lead. Any engagement between RTI and a Affiliate Lead will be at RTI’s sole discretion.
- Commission and Payment. Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, Participant must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date PayPal account and having updated the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for RTI to process any payments that may be owed to Affiliate.
- Forfeited. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in Section 5 remain outstanding for three (3) months immediately following the close of a Customer Transaction, then Affiliate’s right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). RTI will have no obligation to pay Affiliate Commission associated with a Forfeited Transaction. Once Affiliate complies with all of the requirements in Section 5, then Affiliate will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
- Commission Payment. RTI will pay the Commission amount due to Affiliate within forty-five (45) days after the end of each calendar quarter for any Commission amounts that Affiliate become eligible for according to the Eligibility section above. All commissions will be paid in US Dollars. Commission deemed earned upon full payment made by Customer. RTI will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless RTI choose to in our sole discretion).
- Participant is responsible for payment of all taxes applicable to the Commission. All amounts payable by RTI to Affiliate is subject to offset by RTI against any amounts owed by Affiliate to RTI.
- Commission Amounts. RTI reserve the right to alter or change the Commission amount. RTI will post all information regarding the Commission amount on the Program Policies Page.
- Training and Support
- RTI may make available to Participant, without charge, various webinars and other resources made available as part of our Participant Program. If RTI make such resources available to Participant, Participant will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as RTI recommend and may make available to Participant from time-to-time. RTI may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
- Trademarks, Service Marks, Selling Services
- Grant of Rights. Participant grants to RTI a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
- Requirements for Use. During the term of this Agreement, in the event that RTI makes its trademark and service marks available to Participants within the Affiliate Tool, Affiliate may use our trademark as long as Participant follow the usage requirements in this section. Participant must: (i) only use the images of our trademark that RTI make available to Participant, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if RTI request that Participant discontinue use. Affiliate must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies RTI endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
- Proprietary Rights.
- RTI’s Proprietary Rights. No license to any software is granted by this Agreement. The RTI Products are protected by the law of the jurisdictions in which they are used by RTI. The RTI Products belong to and are the sole property of RTI or RTI’s licensors (if any). RTI retains all ownership rights in the RTI Products. Affiliate agree not to copy, rent, lease, sell, distribute, or create derivative works based on the RTI Content, or the RTI Products in whole or in part, by any means, except as expressly authorized in writing by RTI. RTI, the names of programs RTI offers, the RTI logos, and other marks that RTI use from time to time are our trademarks and service marks and Affiliate may not use them without our prior written permission, except as otherwise set forth in this Agreement.
- Suggestions and Customer Content. RTI encourage all customers, Affiliates and partners to comment on the RTI Products, provide suggestions for improving them. Participant agrees that all such comments and suggestions will be non-confidential and that RTI own all rights to use and incorporate them into the RTI Products and Services, without payment to Affiliate or those making the comments and suggestions.
- Customer’s Proprietary Rights. As between Affiliate and Customer, Customer retains the right to access and use the Customer portal associated with the RTI Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
- As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party”), (i) whether orally or in writing (electronic or hard copy), that Participant is provided or given access to by RTI as part of the Participant Program, and (ii) RTI customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.
- Confidential Information does not include data, materials or information that (a) is available to the general public without breach of any obligation of confidentiality, or (b) that is or was developed independently by or for the receiving party, without use of or reference to any Confidential Information of the disclosing party and without violation of any obligation contained herein.
- Opt Out and Unsubscribing
- Participant will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, Participant will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests of subscribers, clients, addressees or email lists.
- Term and Termination
- This Agreement will apply for as long as Participant is an approved and ongoing member of our Participant Program, until terminated.
- Termination Without Cause. Both Participant and RTI may terminate this Agreement on twenty-one (21) days written notice to the other party.
- Termination for Agreement Changes. If RTI update or replace the terms of this Agreement, Participant may terminate this Agreement on eleven (11) days written notice to RTI, after RTI send Participant notice of the change.
- Termination for Cause. Either party may terminate this Agreement: (i) upon thirty (30) days’ notice to Participant of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days written notice to Participant of non-payment of any amount due between parties if such amount remains unpaid at the expiration of such period, (iii) immediately, if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if Participant breach the terms applicable to your subscription with RTI (if Participant has one), including if Participant default on your payment obligations to RTI or our Participant, or (v) immediately, if RTI determine that Participant is acting, or have acted, in a way that has or may negatively reflect on or affect RTI, our prospects, or our customers.
- Effects of Expiration/Termination. RTI will not pay Participant fees on Customer Transactions recognized by RTI after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by Participant, or for cause by RTI, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether Participant would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, Participant is not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, Participant will discontinue all use of and delete the Participant Tools that RTI make available to Participant for your participation in the Participant Program. Upon termination or expiration, a Participant Lead is not considered valid, and RTI may choose to maintain it in our database and engage with such a prospect. Upon termination or expiration, Participant will immediately discontinue all use of our trademark and references to this Participant Program from your website(s) and any other of your marketing and sales collaterals. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription/programs/courses/seminars/webinars, agreements, et al to be terminated.
- Participant Representations and Warranties
- Participant represent and warrant that: (i) Participant have all sufficient rights and permissions to participate in the Participant Program and to provision RTI with Participant Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Participant Program will not conflict with any of your existing prior agreements or arrangements; and (iii) Participant own or have sufficient rights to use and to grant to RTI our right to use the Participant Marks.
- Participant further represent and warrant that: (i) Participant will ensure that Participant is compliant with any trade or regulatory requirements that may apply to your participation in the Participant Program (for example, by clearly stating Participant is a RTI Participant on any website(s) Participant own where Participant make a Participant Link available); (ii) Participant will accurately provide in the Participant Tool all websites and domains Participant own where Participant intend to use Participant Links to generate Participant Leads; (iii) Participant will not purchase ads that direct to Participant’s site(s), or through a Participant Link, that could be considered as competing with RTI’s own advertising, including, but not limited to, keywords that include any portion of branding or trademarked materials; (iv) Participant will not participate in cookie stuffing or pop-ups and false or misleading links are strictly prohibited; (v) Participant will not attempt to mask the referring URL information; (vi) Participant will not use your own Participant Link to purchase RTI products for yourself.
- To the greatest extent permitted by applicable law, the Participant shall indemnify, defend and hold RTI harmless, at Participant’s expense, against any third-party claim, suit, action, or proceeding (each, an “Action“) brought against RTI (and our officers, directors, employees, agents, service providers, licensors, and Participants) by a third party not affiliated with RTI to the extent that such Action is based upon or arises out of (a) Participant’s participation in the Participant Program, (b) our use of the prospect data Participant provided to RTI, (c) Participant’s noncompliance with or breach of this Agreement, (d) Participant’s use of the Participant Tool, or (e) our use of the Participant Marks.
- RTI will: notify Participant in writing within thirty (30) days of our becoming aware of any such claim; give Participant sole control of the defense or settlement of such a claim; and provide Participant (at your sole expense) with any and all information and assistance reasonably requested by Participant to handle the defense or settlement of the claim. Participant shall not accept any settlement that (i) imposes an obligation on RTI; (ii) requires RTI to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on RTI without our prior written consent.
- Disclaimers; Limitations of Liability
- Disclaimer of Warranties. RTI and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the RTI products, RTI content, the Participant Program or the Participant tool for any purpose. Application Programming Interfaces (APIS) and the Participant tool may not be available at all times. To the extent permitted by law, the RTI products and Participant tool are provided “as is” without warranty or condition of any kind. RTI disclaim all warranties and conditions of any kind with regard to the RTI products and the Participant tool including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
- No indirect damages. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
- Limitation of liability. If, notwithstanding the other terms of this agreement, RTI are determined to have any liability to Participant or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts Participant have actually earned for the related customer transactions in the twelve (12) month period preceding the event giving rise to a claim.
- Participant agrees not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement for a period of twelve (12) months following the termination or expiration of this Agreement. Both Participant and RTI acknowledges that (i) any print, electronic or other public solicitation not directed specifically to such person(s) shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
- Amendment; No Waiver. RTI may update and change any part or all of this Agreement, including by replacing it in its entirety. If RTI update or change this Agreement, the updated Agreement will be made available to Participant via the Participant Tool and RTI will let Participant know by email. The updated Agreement will become effective and binding on the next business day after RTI have electronically notified Participant. When RTI change this Agreement, the “last modified” date will be updated and shown to reflect the date of the most recent version. RTI encourage Participant to review this Agreement periodically. If Participant don’t agree to the update, change or replacement, Participant can choose to terminate as RTI describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
- Governing Law, Severability and Construction of the Agreement. This Agreement shall be construed in accordance with the laws of the State of California and the laws of the United States as they may apply. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidation of any of the remaining provisions hereof, and such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Either party’s failure at any time to require strict and timely performance by the other party of any of the provisions of this Agreement shall not waive, diminish or otherwise prejudice the party’s right thereafter to demand strict compliance therewith or with any other provisions of this Agreement. Any court in the State of California shall have exclusive jurisdiction over all proceedings instituted by or against Participant or RTI arising out of, connected with or related to this Agreement and any modification, amendment or extension thereof.
- Arbitration. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 3 shall be submitted to JAMS (“JAMS”) for final and binding arbitration to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. All arbitration proceedings shall be closed to the public and confidential, and all records pertaining thereto shall be permanently sealed, except as necessary to obtain court confirmation of the award. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Contractor, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Company, its parents, subsidiaries and Participants, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.
- Attorneys’ Fees. Should any judicial or equitable action be commenced by a party the party prevailing in such action as determined by the court in such action shall be entitled to recover from the other party its costs and expenses incurred in such action, including reasonable attorneys’ fees.
- Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
- Relationship of the Parties. Both Participant and RTI agree that no joint venture, partnership, employment exists between Participant and RTI as a result of this Agreement.
- Compliance with Applicable Laws. Participant shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Participant shall not engage in any deceptive, misleading, illegal or unethical marketing or sales activities, or activities that otherwise may be detrimental to RTI, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the RTI Products. Participant will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the RTI Department of the Treasury. Participant will not directly or indirectly export, re-export, or transfer the RTI Products to prohibited countries or individuals or permit use of the RTI Products by prohibited countries or individuals.
- Notices. To be effective, all communications and notices relating to this Agreement are to be sent by certified or registered mail, postage prepaid and return receipt requested (effective three (3) business days after postmark date), or delivered personally (effective upon receipt), or sent by nationally recognized overnight delivery service (effective one (1) business day after delivery to such delivery service), or by confirmed telecopy/facsimile (effective upon receipt), to the respective addresses set forth in the preamble hereof (and, in the case of notices to Company, with a copy to::
|If to Participant:
|If to RTI:
Stephen M. Saltzman
269 South Beverly Drive
Beverly Hills, CA 90212
- Entire Agreement. This Agreement is the entire agreement between RTI for the Participant Program and supersedes all other proposals and agreements, whether electronic, oral or written, between RTI. Our obligations are not contingent on the delivery of any future functionality or features of the RTI Products or dependent on any oral or written public comments made by RTI regarding future functionality or features of the RTI Products. It is the express wish of both Participant and RTI that this Agreement and all related documents be drawn up in English. RTI might make versions of this Agreement available in languages other than English. If RTI do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
- Participant will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. RTI may assign this Agreement to any Participant or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
- No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Program Policies Page. RTI may change the Program Policies from time to time. Your participation in the Participant Program, including Participant’s status as an Participant or Ambassador, is subject to the Program Policies, which are incorporated herein by reference.
- No Licenses. RTI grant to Participant only the rights and licenses expressly stated in this Agreement, and Participant receive no other rights or licenses with respect to RTI, the RTI Products, our Marks, or any other property or right of ours.
- Sales by RTI. This Agreement shall in no way limit our right to sell the RTI Products, directly or indirectly, to any current or prospective customers.
- Each party represents and warrants to the other that it has full poRTIr and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
- Data Privacy and Information Security. Contractor shall comply with the data privacy and information security terms set forth in Attachment #1, attached hereto and incorporated herein by this reference. Additionally, Contractor shall supply personal information to Company only in accordance with, and to the extent permitted by, applicable laws relating to privacy and data security.
IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Agreement to be effective as of the Effective Date.
|Real Truth International, LLC
Print Name: RaShawn-Renee Saltzman
DATA PROCESS ADDENDUM
This Data Processing Addendum (“Addendum“) sets out the terms that apply as between RTI and Marketing Affiliate when processing EEA personal data in connection with the Marketing Affiliate Program. This Addendum forms part of the Marketing Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Marketing Affiliate Program Agreement (the “Agreement“) unless otherwise defined in this Addendum.
- Definitions: (a) “controller,” “processor,” “data subject,” and “processing” (and “process“) shall have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR“); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
- Purposes of processing. The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
- Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, RTI shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Marketing Affiliate Program.
- Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
- International transfers. Where Applicable Data Protection Law in the European Economic Area (“EEA“), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU‘), applies to the Personal Data (“EU Personal Data“), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to RTI and RTI is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), RTI agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) (“Model Clauses“), which are incorporated by reference in, and form an integral part of, this Addendum. RTI agrees that it is a “data importer” and the Marketing Affiliate is the “data exporter” under the Model Clauses (notwithstanding that RTI may be an entity located outside of the EEA).