AFFILIATE AGREEMENT
UPDATED ON: JUNE 22ND, 2020
Orator Learning provides businesses and individuals the opportunity to become an autonomous Orator Learning Affiliate (“Affiliate”). Affiliates are able to earn additional income from the Orator Learning accounts that they sell to other users. Orator Learning has the right to determine the amount of money each Affiliate will be paid in exchange for the Affiliate’s referrals.  Affiliate commission is discussed in more detail in Section 3 of this Agreement.
 
This Affiliate Agreement (“Agreement”) controls your operation within the Orator Learning Affiliate program.  When you click “I Accept” and submit, you accept the terms of this Agreement, you affirm that you have read this Agreement and understand its contents, and understand that you are bound by its terms. 
 
PARTIES  
All references to “Orator Learning” in this Agreement mean and refer to Orator Learning LLC. All references to “You” and “Your” signify the person or entity who has executed this Agreement.  Orator Learning and You are each mentioned herein as a “Party,” and collectively as the “Parties.”

APPLICATION  
You must complete Your Affiliate application and submit all information requested by Orator Learning before you are an eligible Affiliate. By submitting the application, You assert that all information provided therein is honest and accurate.  You recognize that Orator Learning has complete discretion to decide whether You can be a part of the Orator Learning’ Affiliate program. By submitting the application, you consent to Orator Learning contacting you at the email address You provide in Your application about Your application and the Affiliate program in general.
 
COMPENSATION   
If You are approved by Orator Learning to become an Affiliate, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Orator Learning.  You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID. 
  
If an Affiliate brings Orator Learning a new user (Sold Account) and that new user remains in good standing for thirty (30) days after the Sale, the Affiliate will be paid a commission for each Sold Account that generates a payment to Orator Learning in a month (“Commission”).  Except as otherwise provided herein, Commission payments will be paid on the 1stt and 15th of each month following Orator Learning’s receipt of payment for a Sold Account, subject to the other terms of this Agreement.  In the event the 1stt or 15th of each month falls on a holiday, Commission payments will be paid on the next business day following the holiday.  All Commission payments are based on the amount of fees received by Orator Learning, less sales taxes.
 
All approved Affiliates with receive a 50% commission for the Sold Accounts that remain in good standing for thirty (30) days after the Sale. All Commissions will be paid in U.S. Dollars (USD).  Some payment methods may incur processing fees that may be deducted from Your Commissions payment.
 
In order to receive Commissions, the Affiliate will need to register with with PayPal to receive payment of Commissions. This means You are authorizing third party companies to contact You.  Before You receive any Commission, You must provide Orator Learning with a completed W-8 or W-9 tax form, as instructed by Orator Learning, as well as any supplemental information requested by Orator Learning or its third-party payment provider.  You will be deemed to have permanently waived all rights to Commissions that were earned more than 90 days before submitting a completed W-8 or W-9 tax form or any supplemental documentation that is requested to confirm the information on your tax form. If You are not a resident of the United States, Orator Learning may withhold tax (including without limitation VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the necessary governing bodies. 
 
Affiliates will not earn Commission on payments made on Affiliate’s own user account(s).  Affiliates are not authorized to open an Orator Learning account under the name of a fictitious person, another person, or another entity for the purpose of obtaining Commissions. Affiliates may not pay for another person’s or entity’s account in order to earn Commission. Affiliates are not authorized to offer cash incentives to acquire Sales. 
 
Commissions are only paid for confirmed transactions, which occur when Orator Learning obtains payment for a Sale.  If payment for a Sold Account later results in a refund, and if a Commission was paid to You for that Sold Account payment, then that Commission will be deducted from Your future Commissions. Additionally, any money owed to Orator Learning by an Affiliate for the program itself will be deducted from Affiliate’s commission compensation if Affiliate fails to make a timely payment to Orator Learning for the program they chose.
 
If Orator Learning determines that any Sale was procured by misrepresentation, fraud, or as a result of a violation of this Agreement or an applicable law, no Commission will be paid for such Sale, and Orator Learning may terminate this Agreement immediately without Orator Learning having any liability to You.
 
TERM AND TERMINATION  
The term of this Agreement begins when (i) You click “I Accept” and submit; or (ii) Your participation in the Affiliate program is approved (whichever happens first). Your participation in the Orator Learning Affiliate program will be on a month-to-month basis unless or until it is terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving written notice to the other Party at least thirty (30) days prior to the termination.  If You fail, or we believe that You have failed, to comply with any term or provision of this Agreement, or violated any law, whether in connection with Your use of Orator Learning or otherwise, we may terminate the Agreement at any time without notice to You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Section 2 of the Addendum.  In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions owed to You or that may in the future be owed to You without any further liability by Orator Learning to You. 
 
In the event that this Agreement is terminated, all provisions that, by their nature, should survive, will survive. These may include, but are not limited to, all limitations of liability, indemnity obligations, disclaimers of warranties, mandatory arbitration and class action waiver provisions, and exceptions to arbitration.  All representations and warranties undertaken by You shall also survive termination of this Agreement.
 
ADDITIONAL REPRESENTATIONS AND WARRANTIES  
In addition to all aforementioned representations and warranties, You also state and warrant that there are no prior or pending government investigations or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.  If You become the subject of such an investigation, inquiry, prosecution, or lawsuit at any point after this Agreement is executed, You are required to notify Orator Learning of the same within 48 hours. Orator Learning may immediately terminate Your participation in Orator Learning’ Affiliate program, as well as immediately terminate all or the necessary parts of this Agreement, based on any investigation or lawsuit identified pursuant to this Section 6.  
 
ENTIRE AGREEMENT 
This Agreement, the Addendum that follows, and Orator Learning’s Terms and Conditions represent the entire agreement between the Parties and supersedes any other agreement between the Parties as they relate to Your Affiliate application and any rights and responsibilities you may have as an Affiliate.
 
Addendum
Supplemental Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate: 

1. General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Orator Learning that are inconsistent with, or beyond the scope of marketing materials produced and made available by Orator Learning on Orator Learning website, www.blakenubar.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.  Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect.  Orator Learning retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.

2. Disclosure.  On any website that Affiliate advertises any Orator Learning service or product, Affiliate must plainly display (in a legible font and text size) disclaimer language, such as:


Disclosure: I am an independent Affiliate of Orator Learning, not an employee.  I receive commission from Orator Learning. Any opinions expressed here are my own and are in no way to be regarded as official statements from Orator Learning.

3. Non-Disparagement.  Affiliate is not authorized to make negative or critical statements relating to the products or services of Orator Learning or other entities or persons.  Affiliate is not authorized to engage in any unlawful or deceptive tactics with respect to search engine optimization (“SEO”), which may include using any technique that generates paid search results based on any trademarks of Orator Learning, any brand name of Orator Learning, or based on the trademarks or brand name of any competitor of Orator Learning, or any other third party.  Affiliate is not permitted to make direct links to an Orator Learning sales page from any paid advertising.

4. Social Media.  If an Affiliate decides to advertise on Instagram or YouTube, then each post must comply with all of the following:
  • Each post must contain #ad in a clear and obvious location before the text of the description and in all events before the “More” button.
  • Each Instagram post must use Instagram’s “Paid Partnership” tool.
  • Each YouTube post must contain the word “Ad,” “Advertisement,” “Paid Partnership,” or “Promotion” within the video itself in a legible font size, which appears persistently throughout the length of the video in the top right-hand area of the visual.
  • ​Each post must contain #Blake'sPartnerProgram
If Affiliate chooses to advertise on another social media platform (e.g. Twitter, Facebook, etc.), Affiliate must follow the above disclosure restrictions as they may be applicable to each platform. Additionally, Affiliate must comply with the rules of each social media platform that Affiliate uses.

5. Income and Business Opportunity Claims. Affiliates are not permitted to and shall not make any claims that using Orator Learning will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income that the Affiliate earned from using Orator Learning or as an Affiliate, the following directions apply:
1. Affiliate’s assertions must be followed by: “These results are related my specific work. Your results will undoubtedly vary based on an unlimited number of circumstances such as Your skills, determination, education, and market determinants. There is no guarantee that You will make money”; 

2. The aforementioned Disclaimer must be in legible font and size; and

3. Affiliate’s statements regarding income and opportunity claims must be legitimate and accurate and backed up by evidence of the Affiliate’s experience.
6. Orator Learning’ Trademarks. Affiliates are not permitted to use, copy, or reproduce any of Orator Learning’s trademarks or logos. Affiliates may not register any Orator Learning trademark or logo in any country and the same goes for any and all of Orator Learning’s intellectual property.

7. Complaint Notification. If an Affiliate receives a complaint regarding any of their advertisements then the Affiliate must inform Orator Learning within forty-eight (48) hours of receiving such complaint. Notice should be sent to compliance@blakenubar.com.

8. Independent Contractor. All Affiliates are independent contractors of Orator Learning. Affiliates are not employees of Orator Learning. It is the express understanding and objective of the Parties that no relationship of principal and agent shall exist between Orator Learning and You as it relates to this Agreement. You have no right to share in the profits or losses of Orator Learning. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts and/or omissions.

9. NO WARRANTY; NO LEADS. Orator Learning makes absolutely no promise that You will have business success, as it relates to income, sales, or brand-building. Orator Learning does not and will not provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

10. LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL ORATOR LEARNING OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER ORATOR LEARNING HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. IN NO EVENT SHALL ORATOR LEARNING’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO ORATOR LEARNING FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST ORATOR LEARNING OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW. 

As explained in Orator Learning’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “ORATOR LEARNING’ ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.

12. Indemnity. You agree to protect, defend, indemnify, and hold harmless Orator Learning, its officers, directors, employees, and owner(s) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Orator Learning for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.

13. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

14. Modification/Amendments. This Agreement and Orator Learning’s standard Terms of Service may be modified by Orator Learning at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email or are posted in the affiliate center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared and/or executed by Orator Learning. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
Click Profits, LLC. © 2020. All Rights Reserved | PO BOX 2128 Orlando, FL 32802
Click Profits, LLC © 2020. All Rights Reserved | PO BOX 2128 Orlando, FL 32802
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