Affiliate Program Agreement

Last Updated: March 16, 2021

PLEASE READ THE TERMS OF THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY. THEY APPLY IN ADDITION TO THE TERMS OF USE.

This is a legal contract between you (the “Affiliate”) and us (“Exit Plan Show, LLC” or “Exit Plan Show”). It describes how we will work together and other aspects of our business relationship. 

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”).  These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We 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. If we update or replace the terms we will let you know via electronic means, which may include notification by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“Exit Plan Show Affiliate” means a company owned, operated or controlled by Exit Plan Show, LLC.

“Marketing 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 we have made available to you via the Affiliate Tool.  

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described on the Program Policies Page for each Customer Transaction.

“Customer” means the authorized actual user of the Exit Plan Show Products who has purchased the Exit Plan Show products after becoming an 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 Exit Plan Show Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Exit Plan Show Products.

"Exit Plan Show Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Exit Plan Show Products” means the Annual Subscription Services that are featured on our “Program Policies Page”. 

“Program Policies Page” means the landing page where we will provide all the up-to-date guidelines and policies for the Affiliate Program.

“Other Products” means those products and services that we may offer, which are NOT included in the Annual Subscription Services on the Program Policies Page.  Other Products are not commissionable as part of this MARKETING AFFILIATE PROGRAM AGREEMENT.

"We", "us", “our”, and “Exit Plan Show” means Exit Plan Show, LLC.

“You” and “Affiliate” means the party, other than Exit Plan Show, entering into this Agreement and participating in the Affiliate Program.

Arbitration (“Agreement to Arbitrate”)

You and Exit Plan Show, LLC  hereby agree that any dispute, claim, or controversy arising out of relating to the Terms, the Site, the Contents, the Materials, or services, will be settled in binding arbitration between you and Exit Plan Show, LLC — not in a court of law. The Federal Arbitration Act governs the interpretation and enforcement of this obligation to arbitrate.

You and Exit Plan Show, LLC hereby waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Seamless.AI otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. Notwithstanding the foregoing, both you and Exit Plan Show, LLC  retain the right to bring an individual action in small claims court (if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis) and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of either party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You and Exit Plan Show, LLC agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, or representative or private attorney general action or proceeding. Unless both you and Exit Plan Show, LLC  agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other users. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and Exit Plan Show’s right to appeal the court’s decision. All other claims will be arbitrated.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

A party who intends to seek arbitration must first send to the other, by certified mail, a completed form notice of dispute. If you and Exit Plan Show, LLC are unable to resolve the claims described in the notice within thirty (30) days after the notice is sent, you or Exit Plan Show, LLC may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party.

The arbitration hearing will be held in a location agreed upon between you and us. If we cannot agree, either party may request an arbitrator to decide the location of the hearing. If the value of the relief sought is $10,000 or less, you or Exit Plan Show, LLCC may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and Exit Plan Show, LLC, subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you or Exit Plan Show, LLC may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator is not bound by rulings in prior arbitrations involving different users. The arbitrator’s award is final and binding. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Unless otherwise determined by the arbitrator, each party will be responsible for their own fees.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we 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

Once you request to become an Affiliate, we will notify you within 30 days to let you know whether you have been accepted to participate in the Affiliate Program, or not. 

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

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 you. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you 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 you will receive a recurring Commission payment for that individual Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. 

To be eligible for Commission (i) an 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 beyond any conditional guarantee periods plus the number of days until the end of that calendar month in order to be eligible for a Commission. For example, assuming a 90 day conditional guarantee period, a Customer who makes a purchase on the 15th of March must remain a customer until the 31st of June in order to be eligible for a Commission. All transactions must be from US customers and must occur on an Exit Plan Show domain.  

You are not eligible to receive Commission or any other compensation from us 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 Exit Plan Show, LLC, (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, (v) the Customer was participating Affiliate in the Marketing Affiliate Program Agreement before you submitted their name as an Affiliate Lead, or (vi) the Customer was previously referred by another Affiliate. We also reserve the right to discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. 

Acceptance and Validity 

You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Exit Plan Show, LLC. 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 one of our pre-existing customers, or is involved in our active sales process. Notwithstanding the foregoing, we may still choose to accept or not to accept an Affiliate Lead at our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Program Policies Page of their first click on the Affiliate Link, you 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 its first click on the Affiliate Link is after this Agreement has expired or terminated. 

Engagement with Prospects  

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Exit Plan Show, LLC and an Affiliate Lead will be at Exit Plan Show’s discretion.

Commission and Payment 

Requirements for Payment: In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement, (ii) have a valid and up-to-date bank account, (iii) completed any and all required tax documentation in order for Exit Plan Show to process any payments that may be owed to you.

Forfeiture: Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in the above paragraph remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will forever become a Forfeited Transaction and we will have no obligation to pay you Commission associated with the Forfeited Transaction. 

Once you comply with all of the Commission and Payment requirements, then you 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 

We, or an Exit Plan Show Affiliate, will pay the Commission amount due to you at the end of the month for any Commission amounts that you become eligible for according to the Eligibility section above. Commissions will continue for as long as you and the Affiliate Lead maintain payment for an eligible Exit Plan Show subscription. 

Taxes

You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

Commission Amounts

We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Program Policies Page. 

Training and Support

Affiliate Training and Support.  We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Proprietary Rights 

Exit Plan Show’s Proprietary Rights:  No license to any software is granted by this Agreement. The Exit Plan Show’s Products are protected by intellectual property laws. The Exit Plan Show Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Exit Plan Show Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Exit Plan Show Content, or the Exit Plan Show Products in whole or in part, by any means, except as expressly authorized in writing by us. Exit Plan Show, ExitPlanShow.tv, ExitMgr and ExitMgr.com designs and logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.

We encourage all customers, affiliates, and partners to comment on the Exit Plan Show Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions may be non-confidential and that we own all rights to use and incorporate them into the Exit Plan Show Products, without payment to you.

Customer’s Proprietary Rights: As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Exit Plan Show Products. For the avoidance of doubt, the Customer will own and retain all rights to the Customer Data.

Confidentiality  

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, that is designated as confidential, and (ii) Exit Plan Show 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. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt-Out and Unsubscribing

You will comply promptly with all opt-out, unsubscribe, "do not call" and "do not send" requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.

Term and Termination

Term: This Agreement will apply for as long as you participate in the Affiliate Program until terminated, or until your subscription or your Affiliate Lead Customer’s subscription is terminated. For the avoidance of doubt, termination or expiration of this Agreement shall not cause your subscription agreement or an Affiliate Lead Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Exit Plan Show with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are an Exit Plan Show Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Exit Plan Show own advertising, including, but not limited to, our branded keywords; (iii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iv) you will not attempt to mask the referring URL information; (v) you will not use your own Affiliate Link to purchase Exit Plan Show products for yourself.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us or (c) your non-compliance with or breach of this Agreement. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers and Limitations of Liability

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE EXIT PLAN SHOW PRODUCTS, EXIT PLAN SHOW CONTENT OR THE AFFILIATE PROGRAM.

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, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Cookie Duration 

COOKIES MAY BE USED AS PART OF THIS AFFILIATE PROGRAM. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES, EXIT PLAN SHOW SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.  Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person 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 

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we 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.

Relationship of the Parties 

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Entire Agreement

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Exit Plan Show Products or dependent on any oral or written public comments made by Us regarding future functionality or features of the Exit Plan Show. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we 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.

Assignment

You 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. We may assign this Agreement to any affiliate 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

We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies.

No Licenses 

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, Exit Plan Show Products, our trademarks, or any other property or right of ours.

Sales by Exit Plan Show

This Agreement shall in no way limit our right to sell the Exit Plan Show Products, directly or indirectly, to any current or prospective customers.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability, ‘Non-Solicitation’ and ‘Other’.

Other

This agreement is also subject to any additional provisions that are contained within Exit Plan Show’s Terms of Use and do not otherwise conflict with the provisions of this agreement.

Contact Us

If you have any questions, concerns, or complaints about this Affiliate Agreement, please contact us:

• By email: [email protected]
• By phone: 800-642-8695
• By mail: 5441 Trevi Court - North Ridgeville, OH 44039