(1) These Terms & Conditions apply to participants in the
xPresso Ed LLC Partners Affiliate Program (the "Program").
(2) In these Terms & Conditions, "Company", "we", "us", and "our" means xPresso Ed LLC, the brand owned and operated by xPresso Ed LLC, a limited liability company in the United States.
(3) In these Terms & Conditions, "Affiliate", "you" and "your" means the individual or organisation that is applying to become a participant in the Program and who will accept these Terms & Conditions upon joining the same.
(4) By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with us (the "Agreement").
Section 1A. Term
The Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of 12 months from that date (the “Initial Term”). Following the Initial Term, your enrollment in the Program shall be renewed automatically for successive periods of 12 months (each a “Renewal Term”) unless and until terminated.
Section 1B. Termination.
- Either Party may terminate the Agreement by giving 30 Business Days’ prior written notice to the other Party without cause.
- Either Party may terminate the Agreement by giving 10 Business Days’ prior written notice to the other Party for cause if the other Party has committed a material breach of these Terms & Conditions, or the Agreement and such breach has remained unremedied 10 Business Days after receiving written notice of that breach.
- The Agreement shall also be terminated should either Party enter into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
Section 1C. Auto-Enrollment Cancellation
Either Party may cancel the auto-enrollment renewal by giving 30 Business Days prior written notice.
Section 1D. Effect of Termination
- Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.
- Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
- In the event that xPresso Ed LLC terminates the Agreement as a result of a material breach of this Agreement, any Commission owed to you at that time shall be forfeited.
Section 2A.
By enrolling in the Program, you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data.
Section 2B.
Upon your acceptance of these Terms & Conditions, subject to our approval, the Agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
Section 2C.
We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence marketing our goods.
Section 2D.
We may, in our sole discretion, choose to reject any application for any reason and are under no obligation to disclose such reasons. We may, in our sole discretion, choose to reject any application for any reason and are under no obligation to disclose such reasons.
Section 3A.
Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
Section 3B.
Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
Section 3C.
Our performance of this Agreement will be as an independent contractor. We shall be responsible for providing our own work materials and tools, workspace, transportation, benefits, work schedule, supervision, training, insurance, federal and state income and other taxes, and other business necessities. We shall refrain from representing or inferring to any person or entity the existence of an employment or partnership relationship of any kind with you. We are not authorized to enter into any contract or agreement on behalf of you.
Section 3D.
No other services provided by affiliated entities such as Michelle Alcorn and Associates, or other companies listed on the website, are included in this agreement, do not extend to course sales not listed on the xPresso Ed website, speaking, or consulting engagements, or any other products not expressly considered part of the service packages available on the xPresso Ed course delivery platform.
Section 3E.
Upon acceptance of this agreement, you hereby agree to grant to xPresso Ed branded goods and services “Endorsed,” status in the manner in which “endorsed programs” are commonly understood in the association and nonprofit sphere.
Section 3F.
Affiliates will receive an affiliate link with a 20% discount factored in for the prices listed on our website. Affiliate commission will be reduced by the amount of the discount authorized by use of the link, plus credit card fees. Affiliates may receive additional coupon codes to offer their participants for special events or sales. Those codes will be negotiated on a case-by-case basis. Affiliate commission will be reduced by the amount of any additional discount authorized by use of the additional coupon, plus credit card fees.
If we detect a pattern in your affiliate practices that in our reasonable opinion violates any aspect of the T&C, we reserve the right to suspend or terminate your affiliate account and cancel all outstanding commission payments due.
Section 4A. We Agree To:
- Ensure that Affiliates will receive and have access to discounts in accordance with this Agreement.
- Process Commission fees in accordance with this Agreement.
- Be exclusively responsible for maintaining and updating our own website. Subject Section B in both Articles 4 and 5, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
- Provide services through our website in courses, bundles and subscriptions. Descriptions for these packages are available in www.xpresso-ed.com. In your Affiliate Dashboard, you will be able to view all the products that you will get commission for.
- Act in good faith in regards to updating accurate account information.
- Provide reasonable (10 days’) notice for any changes to these Terms and Conditions.
- Use our best and reasonable endeavors to process and fulfil all orders for Service Packages placed by referred customers generated by affiliates.
- Notify you of any alterations of pricing, which we reserve the right to make at any time in accordance with our own policies.
- Ensure that all orders are completed and that the provision of services is undertaken in accordance with our Service Level Agreements.
a. We shall be responsible for order entry, payment processing, cancellations, and all subsequent customer service.
b. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.
Section 4B. We Agree To Not:
- Host any content that:
a. is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
b. facilitates or promotes violence, terrorism, or any other criminal activity;
c. is sexually explicit; or
d. infringes or assists or encourages the infringement of any intellectual property rights belonging to any party. - Act in a manner contrary to this Agreement.
Section 5A. Affiliates Agree To:
- Be exclusively responsible for maintaining and updating its own website. Subject Section B in both Articles 4 and 5, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
- Provide us with full and accurate account information and for keeping that information up to date. Such information might include, but is not limited to: contact details, payment details, tax information and any other details we may require. We reserve the right to request additional data regarding all the websites where you promote xPresso Ed LLC and the promotional practices you use. Failure to provide accurate information may result in exclusion from the Program, suspension or termination of your Affiliate account and forfeiture of any commissions.
- Act in good faith to refer customers in good standing.
- Comply with the Affiliate Warranties listed in this Agreement.
