Affiliate Terms


This REFERRAL PROGRAM AGREEMENT (“Agreement”), is made by and between the “Referrer” and Zapnetic Digital Strategy, LLC (“Company”, and collectively, the “Parties”).  

WHEREAS, Company Site Care Plans, Courses, and Programs (“Services”); and

WHEREAS, the Parties desire to enter into a referral relationship by which Referrer shall refer potential clients to Company in exchange for a Referral Fee (as defined below and provided herein).

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

    1. Company agrees to provide Referrer with a Referral Fee for any and all clients that Referrer refers that ultimately purchases a service or program where affiliate commissions are available and approved to be promoted by the Referrer.  Referrals shall only be made through the affiliate link provided to Referrer BEFORE the individual completes the program application.
    2. Sharing information about the Services to someone who ultimately joins the Program or Service shall not count as a referral if a referral link is not provided, and no referrals shall be available for clients who sign up for a done for you service.
  2. TERM. This Agreement shall begin upon approval of Referrer to affiliate program and remain in effect until Company or Referrer terminates the referral relationship.
    1. Referral Fees.  Company shall provide Referrer with thirty percent (30%) of the billed amount from each individual referred that completes payment with Company for the eligible Services (“Referral Fee”).
    2. Payment. Referral Fee payments shall be made to Referrer based upon the program or service and it’s payment/refund terms.  
      1. One-time payment: after referred client completes any eligible refund period for the Service or Program;
      2. Installment payments: after referred client completes any eligible refund period for the Service or Program, on a per installment basis.
      3. Subscription/Recurring payments: After any eligible refund period, on a per payment basis.
  4. TERMINATION. This Agreement may be terminated by either Party, with or without cause, by providing the other Party written notice of termination.  This Agreement shall be effectively terminated upon written receipt by the other Party (“Termination Date”).  Referrer has the right to receive its accrued Referral Fees through the Termination Date.  Referrer is not entitled to any Referral Fees after the Termination Date even if a referred client ultimately purchases an eligible Service or Program from Company.
  5. OBLIGATION OF PARTIES. It is the Referrer’s obligation to have potential clients of Company provide Company with notice that you referred him/her.  This notice must take place prior to the potential client completing an application for Company’s Services. Company is under no obligation to ask any potential client referred to Company.
  6. COMPANY’S RIGHT TO DENY CLIENT. Company reserves the unconditional right to accept or deny any potential client referred by Referrer.
  7. NO REPRENSENTATIONS REGARDING INCOME POTENTIAL. By entering into this Agreement, Company is not making any representation with regards to income potential as a result of Referral Fees.
  8. NO EXCLUSIVITY. This Agreement shall not be construed as a commitment by either Party to work exclusively with the other Party regarding referrals of potential new clients or any other business activities.
  9. RELATIONSHIP OF THE PARTIES. Nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties.  The Referrer has no power or authority to bind Company to any obligation, agreement, debt or liability. The Referrer shall not hold itself out as an agent or representative of owner.
  10. MODIFICATION. Company reserves the unconditional right to modify any terms and conditions of this Agreement upon written notice to the Referrer.
  11. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that:
    1. it has the necessary requisite power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant the rights herein granted;
    2. it will conduct business in a manner that reflects favorably on the other Party and its products and services;
    3. it will make no false or misleading representations with respect to the other Party and its products and services; and
    4. it will make no representations, warranties, or guarantees with respect to the specifications, features, or capabilities of the other Party’s products and services that are inconsistent with the other Party’s business and services.
    1. Confidentiality. This Agreement is made exclusively for Referrer and Company.  Referrer shall not disclose the terms of this Agreement to any third party.  
    2. Intellectual Property. This Agreement is the sole ownership and proprietary work of Company.  Referrer is not authorized to use this Agreement for its own use.
  1. INDEMNIFICATION AND LIABILITY. Referrer agrees to indemnify and hold harmless Company from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Referrer’s participation or action(s) under this Agreement. Referrer agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, Referrer’s participation under this Agreement, unless expressly stated otherwise by Company in writing.
  2. DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the American Arbitration Association.  The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Kalamazoo, Michigan.  The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period.  The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.  
  3. WAIVER. No failure or delay by Company to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  4. ASSIGNMENT. This Agreement may not be assigned by other Party.
  5. FORCE MAJEURE. In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
  6. COUNTERPARTS.  This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
  7. SEVERABILITY.  Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
  8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, regardless of the conflict of laws principles thereof.

ENTIRE AGREEMENT; HEADINGS.  This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. The headings of sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.

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