Transformation Academy

By signing up through AWIN to be an affiliate of Transformation Academy, you (“Affiliate”) are entering into this Affiliate Agreement (“Agreement”) with Transformation Services Inc. d/b/a Transformation Academy (“Company”) (collectively, “the Parties”). This Agreement contains the complete terms and conditions of Affiliate’s relationship with the Company and Affiliate’s participation in Company’s Affiliate Program (“the Program”).

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2. Enrollment.

Enrollment takes place through AWIN and is in accordance with AWIN's terms.

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2. Promotion and Order Tracking.

All order tracking takes place through AWIN and operates based on AWIN's terms and order tracking process. Affiliate will be solely responsible for integrating Affiliate Links into Affiliate’s site or marketing channels to properly enable sales tracking, according to AWIN's Affiliate Link creation protocol. Company will not be responsible for Affiliate’s failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to Affiliate under this Agreement. Commissions, as defined below, are only payable if they can be tracked to Affiliate. Company cannot track Commissions for customers who do not accept cookies, delete Affiliate’s cookie or do not properly use Affiliate’s link and therefore cannot pay Affiliate the corresponding Commissions as defined below. 

If a prospective customer clicks on Affiliate’s Link, a cookie will live on the prospect’s computer for sixty (60) days to track any transactions. This means if a referred customer makes any purchase within sixty (60) days of clicking on Affiliate’s link, their purchase is credited to the Affiliate.

Affiliate agrees that it will not place any Link, coupon code, or other tracking device on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.

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2. Commissions and Payments.

Commissions operate under the terms and conditions of AWIN and payments are submitted by AWIN. Commissions are offered from 40-50%, with 50% reserved for top Affiliates by special arrangement only. 

1. Fulfillment and Customer Contact Policy.

Company is solely responsible for fulfilling all orders and payment processing, and customers who buy products through the Program will be deemed Company’s customers. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including Company’s rules of privacy and confidentiality. Company may change its policies and operating procedures at any time, without notice. Affiliate may not contact any customer after a Qualifying Purchase to solicit additional sales or to add them to any email list used for marketing purposes.

1. Launch Preparation and Marketing; Promotional Resources.
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3. Affiliate agrees to represent itself as an “Affiliate of Transformation Academy” or as a "Transformation Ambassador". This must be displayed anywhere Affiliate products and links are posted. Affiliate is not permitted to represent itself as the Company or as an official representative, partner, or employee of the Company.

Company will provide Affiliate with promotional graphics and images through AWIN that the Affiliate may use and modify in its own marketing efforts. 

Affiliate agrees to reference the full name of the Program and Transformation Academy in all e-mail newsletters, blog posts, or other longer-form content.

Affiliate agrees not to make any claims about the Program or results that are exaggerated or untrue, and to use any disclaimers Company provides.

Affiliate agrees that all information and training received from the Company about Company sales, marketing, and funnel, are subject to the Non-Disclosure and Confidentiality terms in Paragraph 14.

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2. Discounts.

Product Links provided through the Product Feed and in promotions contain a discount coupon embedded in the links. This discount varies by affiliate type and is determined by the Company in its sole and absolute discretion. 

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2. Site Downtime.

The Parties acknowledge that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control. Subject to the specific terms of this Agreement, the Company and Affiliate each separately retains sole right and control over the programming, content and conduct of transactions over their respective site or service.

1. Disclaimers.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT EACH PARTY MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OUR ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO YOU HEREUNDER.

1. Affiliate Conduct.

Affiliates of the Company are expected to conduct themselves in a manner that is in line with the Company’s values of honesty, transparency, inclusion, and positivity. 

Affiliates may not communicate or share any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. Affiliates may not use any predatory marketing or sales tactics. 

The Company does not tolerate nor support discriminatory speech, hate speech, comments, or actions against others based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels, or any physical, or mental or emotional abuse.

In the event Affiliate or Affiliate’s employees, representatives, agents, founders, members, owners, managers, directors, officers, successors or assigns, engage in, encourage, demonstrate or communicate statements, language, or actions that support race, gender, ethnicity, or disability inequality, discrimination, hate speech, or disrespect towards any individuals that are in under-represented or marginalized groups before, during or after the Program, the Company reserves the right to immediately terminate this Agreement.

Affiliates are strictly forbidden from the following:

• Harassing, fighting with, or being disrespectful to other participants in the Program, potential customers or leads, or Company customers 
• Causing damage to any Company website or third-party forums operated by the Company
• Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent or harmful purpose or activity
• Systematically or automatically collecting data from any Company website or third-party forums operated by the Company
• Using any Company website or private membership forum or third-party forums operated by Company, to take pictures and/or screenshots of comments, posts, pictures, materials or any other content posted and/or shared by Company and/ or participants without receiving their advance permission
• Sharing any private and proprietary information, screen shots, comments, posts, pictures, materials or any other content posted and/or shared from other Program participants, potential customers or leads, or Company customers with the public or with anyone who is not a participant on or in any Company website, private membership or third-party forums 
• Using exaggerated or untrue claims in any marketing related to the Program, bait and switch marketing tactics, high pressure sales tactics, reverse psychology, or other coercive strategies

Company may also post separate rules regarding affiliate behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. Affiliate agrees that Affiliate is bound by those rules and they are expressly incorporated into this Agreement.

If, in the Company’s sole discretion, Affiliate’s conduct violates these terms in any way, Affiliate agrees that the Company may immediately and permanently terminate Affiliate’s participation in the Program. 

1. Intellectual Property Rights 
2. Company grants to Affiliate during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate and Company’s websites, and to use Company’s trade names, logos, trademarks and service marks (“Company Marks") on Affiliate’s site and marketing efforts solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform Affiliate’s obligations under this Agreement; provided, however, that any other promotional materials or usages containing any Company Marks will be subject to Company’s prior written approval. 

Company retains exclusive rights to all intellectual property, included but not limited to course content, video content, written course material, course graphics, certification logos or badges, promotional copy, promotional graphics. The Affiliate agrees to use such materials according to the permitted and restricted uses outlined below:

• Affiliate has permission to use Company Marks and all product and promotional graphics provided through the AWIN affiliate dashboard, as well as graphics downloaded from Company’s website.
• Permitted digital marketing methods include email, social media posts, and Affiliate’s website.
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1. Non-Disclosure and Confidentiality

In order to assist Affiliate in performing Affiliate’s obligations under this Agreement, Affiliate will have access to some confidential information. For purposes of this Agreement, “Confidential Information” includes all information or material that has or could have commercial value or other utility in the business in which Company or Affiliate are engaged, or to Company or Affiliate’s customers or their business, and which is not generally known to the public, including without limitation the terms of this Agreement, the Program, sales numbers, advertising expenses, marketing methods, profits, the content of Company’s products and services, Company’s launch strategy and customer information.  Affiliate agrees to keep all Confidential Information strictly confidential and not to use or disclose this information to third parties or for the benefit of anyone other than the Company, unless Affiliate first obtains written permission from the Company permitting them to disclose such information.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Affiliate’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer has or could have commercial value or other utility in the business in which the disclosing party or its clients are engaged, or until it becomes publicly known. 

Pursuant to the Defend Trade Secrets Act of 2016, each party understands that:

An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

Affiliate agrees that any violation or threatened violation of this Non-Disclosure and Confidentiality term would cause irreparable injury to Company that may not be adequately compensated by damages, entitling Company to obtain injunctive relief, without bond, in addition to all legal remedies.

1. Indemnification and Release
2. Company agrees to indemnify, defend and hold harmless Affiliate and Affiliate’s affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of Company’s site, a breach of Company’s obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by Company for display on Affiliate’s site.Affiliate agrees to indemnify, defend and hold harmless Company and Company’s affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of Affiliate’s site, a breach of Affiliate’s obligations under this Agreement, or the violation of any third-party intellectual property rights of editorial content or other materials of Affiliate’s site.
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4. Force Majeure

Neither party will be deemed to have breached this Agreement for any delay, failure in performance or inability to provide all of the Program or any portion thereof caused by events out of its reasonable control, including acts of God or a public enemy; natural disasters or calamities; epidemic; pandemic; death, illness or incapacity of either party; failure of a third party to perform; labor disputes, changes in the laws or regulations; actions or executive orders of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the party (collectively “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the affected party shall give notice to the other party of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations or may terminate this Agreement.

1. General Provisions

The Parties are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, join venture or employment relationship between the Parties. 

In its performance of this Agreement and in the operation of each party's respective websites, the Parties will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, the Parties each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.

This Agreement incorporates all of the agreements between the Parties, and there are no other agreements between them except as stated herein. This Agreement may only be modified by agreement of both Parties in writing. The Parties agree that each clause is independently enforceable and that the unenforceability of one clause will not affect the enforceability of any other clause. Florida law governs this Agreement.  The Parties agree that any litigation arising out of this Agreement may only be filed in a Court of competent jurisdiction in or nearest to Clearwater Beach, Florida. Affiliate agrees to submit to the jurisdiction and venue of the state and federal courts in or nearest to Clearwater Beach, Florida, and waives any defense of lack of personal jurisdiction or forum non conveniens. In the event either party is required to make a claim for violation of this Agreement, whether resolved by negotiation, mediation, or litigation, the prevailing party will be entitled to recover its full attorney’s fees and costs from the non-prevailing party. Any waiver by either party of a breach of this Agreement does not equal approval or waiver by said party in any subsequent breach or violation of this Agreement.  Affiliate may not assign their rights or obligations under this Agreement. Each party has signed this Agreement through its authorized representative.