AFFILIATE AGREEMENT

The following terms and conditions constitute an agreement (the “Agreement”) made as of the date you agree to its terms (the “Effective Date”) between Jessie Johnson Communications LLC DBA Life As A Strawberry (“Company”) and you (“Affiliate”) (collectively as the “Parties”). 

The Parties now wish to enter into this Agreement to govern a program whereby Affiliate refers clients to Company (the “Affiliate Program”).  

In exchange for good and valuable consideration the Parties agree to the following:  

1. Affiliate Program Terms. For each Referral, Affiliate will receive the compensation set forth in Section 2 of this Agreement. A Referral is defined as each instance where a unique third party user, using Affiliate’s unique referral link (the “Affiliate Link”),  purchases Company’s e-book, Everyday Artisan Bread at https://sso.teachable.com/secure/95434/checkout/2275995/the-everyday-artisan-bread-book (the “Book”) within ninety days after first accessing the Affiliate Link. Should a third-party user click multiple affiliate links, the last affiliate link clicked will receive the compensation. Affiliate may share the Affiliate Link with Affiliate’s audience, via Affiliate’s electronic mailing list or posted on Affiliate’s website or social media accounts as identified in Affiliate’s application to participate in the Program.  Affiliate will distribute and publish the Affiliate Link in compliance with this Agreement to obtain Referrals.   Affiliate is required to, and hereby agrees to, clearly and conspicuously post a notice that complies with the Federal Trade Commission (“FTC”) Disclosure guidelines when publishing or sharing the Affiliate Link.

Affiliate agrees to not use the Affiliate Link for any unlawful purpose or for any purpose prohibited under this Agreement. Affiliate further agrees to not use the Affiliate Link: 

1. In any way that could damage the Company’s websites, products, services, or generally the business of the Company;
2. In violation of any statutes, regulations or guidelines set forth by the Federal Trade Commission;
3. In violation of any data privacy and security law and regulations;
4. To harass, abuse, or threaten others or otherwise violate the legal rights of others; 
5. To violate the rights of Company’s IP or the IP of any third party;
6. Upload or disseminate computer viruses, malware, or other software that may damage the property of a third party; 
7. To perpetrate fraud;
8. To engage in or create an unlawful sweepstakes;
9. To publish or distribute obscene, defamatory, or discriminatory material; 
10. To unlawfully gather information about others;
11. In any programmatic advertisement or other third party advertising service; and
12. In connection with illegal SPAM activities including sending mass commercial emails.

Company reserves the right to refuse participation in Program to Affiliate and Affiliate must be approved by Company prior to commencement of the Program. It is within Company’s sole discretion whether to approve an Affiliate.

2. Compensation. Company will pay Affiliate thirty percent (30%) of the revenue, actually paid and received by Company, from a Referral’s purchase (the “Affiliate Referral Fee”).  Affiliate will be paid for all Affiliate Referral Fees on a monthly basis, and payment will be issued on the first of each month after a thirty (30) day grace period for each Referral. Company reserves the right to deduct from any payment, any Affiliate Referral Fees that were paid to Affiliate for any Referrals which were subsequently issued a refund or chargeback. The Affiliate Referral Fee will be paid via Teachable through PayPal. 

3. Affiliate Referral Fee Report. Referrals will be tracked by Teachable. This is the sole basis by which Referrals will be determined and accounted for. Affiliate will only be compensated for Referrals that are attributed to the Affiliate by Teachable and Company is not liable for any failure to attribute Referrals to Affiliate or the miscalculation of any Affiliate Referral Fee. 

4. Term and Termination.  This Agreement shall be in full force and effect as of the Effective Date and shall continue in perpetuity unless termination occurs as set forth herein.  This Agreement may be terminated, postponed, or delayed, in whole or in part, by either party at any time. Company will be responsible for payment of all Affiliate Referral Fees earned through the termination date.  In the event Affiliate fails to comply with the terms of this Agreement, Company shall immediately terminate this Agreement and shall provide notice to Affiliate of the term of which Affiliate failed to comply.  Company will not be responsible for payment of any Affiliate Referral Fees accrued after said notice is sent.

5. Exclusivity. This Agreement does not create an exclusive relationship between Company and Affiliate. Affiliate may enter into affiliate agreements with other companies, provided the companies are not competitors of Company, in Company’s sole discretion.

6. Confidentiality.  The Parties agree that neither party shall authorize the other to disclose to any third party or use, other than for completion of the obligations hereunder, any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential information includes business methods, business policies, business strategies, business plans, marketing and distribution plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.

7. Indemnification. Affiliate agrees to defend, indemnify, and hold Company, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of Affiliate’s action(s) under or related to this Agreement. 

8. Covenants, Warranties, and Representations. Each party hereby represents, warrants and covenants to the other party that it has the full right and authority to execute and perform this Agreement and its execution and performance of this Agreement will not conflict with, cause a default under or violate any existing contractual obligation that may be owed to any third party. Each party represents and warrants that neither it, nor any of its employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of the other party.   Each party along with any of its employees or contractors, will not violate or infringe upon the rights of any third parties while carrying out their duties under this Agreement. 

9. Intellectual Property.  Affiliate agrees that the Intellectual Property owned by the Company includes all copyrights, trademarks, trade secrets, patents and other intellectual property belonging to the Company, including but not limited to, the trademarks set forth in Exhibit A (the “Company’s IP”).  Subject to the terms of this Agreement, Company grants Affiliate the limited revocable right to use the Company’s IP in any material used by Affiliate to identify the Company on the Affiliate’s website, social media accounts, or emails, to send individuals the Affiliate Link. Affiliate must immediately delete and/or remove any use of Company’s IP at the direction of Company. Other than as provided in this Agreement, Affiliate will not use Company’s IP without Company’s express permission. This includes a prohibition of using Company’s IP in any domain name, keywords or advertising, or in metatags and code or non-approved websites or social media pages.  Affiliate hereby provides Company with a non-exclusive, revocable license to use Affiliate’s name, trademarks or service marks to advertise the Affiliate Program. 

10. Choice of Law and Jurisdiction.  This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. Jurisdiction of any and all disputes will lie in the state and federal courts sitting nearest Tompkins County, New York. Affiliate consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

11. Assignment.  This Agreement shall not be transferred or assigned, in whole or in part, or subcontracted to any third party, in whole or in part, by Affiliate without the express written consent of Company, which may be withheld at Company’s sole discretion. 

12. Notice.  Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the addresses set forth below. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt. 

TO COMPANY: 

Jessie Johnson Communications LLC
Attn: Jessie Johnson
Address: PO Box 182
Ithaca, NY 14851
Email: [email protected]

TO AFFILIATE: 
As indicated in Affiliate’s Program Application

13. Relationship of the Parties. Nothing in this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship between Company and Affiliate. Affiliate is an independent contractor of Company. 

14. Miscellaneous. 

a. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. 

b. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

c. Any failure of Company to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of Company’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

d. This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter.

EXHIBIT A

In accordance with the terms of this Agreement, Affiliate may use the following Trademarks exactly as they appear below:

Life As A Strawberry 

Company grants Affiliate the non-exclusive, limited, revocable right to download and use Company’s IP exactly as it appears in the Affiliate Hub at lifeasastrawberry.com/affiliates for the sole purpose of advertising Company products and services.