Teressa Foglia
Affiliate Agreement
This Affiliate Agreement (this “Agreement”) is entered into between Teressa Foglia LLC, a California
limited liability company, (hereinafter “we”, “our”, “us”) and you, the affiliate signed below (hereinafter “you”)
for certain marketing and sales services for our e-course. Generally, we are referred to as a “party” and
collectively we are referred to as “the parties”. This Agreement shall govern all such services provided by you
for us.
1. Engagement. We own and sell those certain products and/or services (“Offerings”) that are listed on
the attached scope of work (the “SOW”) and we would like to engage you to help market and sell
those Offerings in exchange for the sales commission identified on the SOW (the “Commission”).
You agree to help market and sell the Offerings pursuant to the marketing efforts we identify on the
SOW, or that we otherwise agree to from time to time (the “Services”). We will track your sales
using the “Sales Tracking Method” identified on the SOW.
2. Limited License to Our Materials. In connection with your Services, we give you permission to use
certain marketing materials provided by us to you (“Our Materials”). You can only use Our Materials
in connection with your marketing Services as agreed to in this Agreement, and for no other
purpose. All uses of Our Materials are subject to our quality control guidelines as we may specify
from time to time. We can revoke your permission to use Our Materials anytime with notice to you,
and your right to use Our Materials will automatically expire upon the termination of this Agreement.
3. Term. This Agreement will commence on the effective date signed below and will terminate upon the
close of sales for the Offerings, unless terminated earlier by either party (the “Term”). Either party
may terminate this Agreement any time, with or without cause, upon written notice to the other party.
4. Compensation. Your sole compensation for your Services is the Commission. No other fees or
expenses will be paid to you by us, unless agreed by us in advance in writing. We will pay you the
Commission within 30 days after our receipt of the payment, as tracked through the
“Sales Tracking Method” identified on The SOW.
5. Discounts / Promotions / Payment Plans / Refunds. We may offer discounts, promotions, or
refunds in our sole discretion, and your Commission will be paid on the amount of payments actually
received by us from your generated customers. For customers who purchase the Offerings on a
payment plan, we will pay you the Commission on payments actually received by us from your
generated customers within 30 days after our receipt of each payment installment. No Commissions
will be paid on payments not actually received by us from generated customers. In the event a
refund is granted to a purchaser after your Commission has been paid on a sale, then your earned
Commission for such refunded sale will be deducted from future Commission payments owed to you,
or we may require you refund the Commission associated with the refunded sale.
6. Offerings Promotion. You agree to promote the Offerings in a professional manner, in compliance
with the law, and without spam or harassment. This includes disclosing that you are a paid affiliate
in all marketing materials you use in compliance with FTC regulations, which could include
disclaiming that your marketing materials are “sponsored”. If we feel you are in violation of these
terms, we may terminate this Agreement at any time in our sole discretion. You can review FTC
guidelines and tips here: https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-
what-people-are-asking#disclose
7. Our Relationship. We are engaging you as an independent contractor. That means you are not an
employee, nor are we in a partnership, joint venture, or agency together. You will control the means
and methods of your Services. You will be responsible for your own state and federal taxes. You are
not our agent or representative and have no authority to bind or commit us to any agreements or
obligations. This relationship is not exclusive and either party may have similar engagements with
other parties.
8. Intellectual Property. For the avoidance of any doubt, at all times we will remain the exclusive
owner of the Offerings and Our Materials and associated trademarks, copyrights, trade secrets, and
other intellectual property, and you have no ownership or rights to any such content except as
expressly granted in this Agreement. We warrant and represent that we have the rights and authority
to grant you the rights to market our Offerings and use Our Materials as specified in this Agreement.
9. Confidential Information. While performing the Services you may have access to and may be
entrusted with trade secrets or other “Confidential Information” concerning us, or our customers.
Confidential Information includes all information disclosed to you by us which is either marked as
confidential, or by its nature should be understood to be confidential, including, but not limited to
customer lists, all customer information, pricing data, financial data, marketing strategies, our
passwords and processes. You will not, at any time, directly or indirectly, whether during the Term,
or at any time thereafter, disclose any such Confidential Information to any third party or use such
Confidential Information for your own personal or professional gain, except as required or
appropriate in the normal course of performing the Services.
10. Limitation of Liability. In no event shall our cumulative liability to you under this Agreement exceed
the Commission owed to you for your Services. And, except for instances of intellectual property
infringement, breach of confidentiality, or willful misconduct, in no event shall either party be liable to
the other for consequential, incidental, indirect, punitive, or special damages, including loss of profits,
business interruption, or goodwill, even if advised of the likelihood of such damages.
11. Indemnification. You agree to indemnify, defend, and hold us harmless from any and all third-party
liabilities, claims, damages, or suits we incur as result of your breach of this Agreement, acts, or
omissions.
12. Governing law and jurisdiction. This Agreement will be governed in accordance with the laws of
the State of California, without regard to conflict of law principles. The parties agree to participate in
informal mediation if a dispute arises under this Agreement as a precursor to any legal action.
Thereafter, if needed, any such dispute shall be resolved in the County of Los Angeles.
13. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to
its subject matter and supersedes any prior agreements. If any provision of this Agreement is found
invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to
reasonably effect the intent of the parties. The terms of this Agreement may be amended only by a
writing agreed to by the parties. Any waiver of any breach or default in performance of any term of
this Agreement shall not constitute a waiver of any other term of this Agreement. This Agreement
may be executed in counterparts, each of which shall be deemed an original, and all of which shall
constitute one instrument.
By signing below, we each confirm that we agree to everything in this Agreement.
Teressa Foglia LLC
By:_______________________________
Name: Teressa Foglia, Owner, authorized signatory
Date:
Affiliate
By:_______________________________
Name:
Date:
SOW
Offerings. Felt and Straw Hats: Unique, one-of-a-kind designs made from sustainably sourced materials, ideal for daily wear or special events.
Teressa Foglia The Line: Joulie: Packable hat with adjustable strap, perfect for travel. Jamela: Lifeguard-style hat for sun protection and style on-the-go.
Accessories: Selection includes hat clips, leather hat boxes, and silk scarves by artist Ty Hays, designed for seamless travel with TF hats.
Sales Tracking Method. In order to apply for enrollment into this Program, you must first sign up as an
affiliate of Shareasale.com, Inc., an Illinois corporation ("Shareasale.com") and you must agree to
Shareasale.com's Affiliate Service Agreement (the "Shareasale.com Agreement"), the terms of which are
hereby incorporated by reference.
You may apply to participate in the program by providing all the information required by Shareasale.com in
connection with becoming a Shareasale.com affiliate and by accepting the terms of this Agreement. After
receiving your application, we will review your website and notify you of your acceptance or rejection into our
Program. We reserve the right to accept or reject your application in our sole discretion; however we
encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that
you use in your profile will help us make a better decision. If your application is accepted, you may obtain
such discounts and affiliate commissions as are offered pursuant to this Program for so long as this
Agreement is not terminated.
Commission. As the sole compensation for your Services, we will pay you a 15% Commission on the gross
sales you generate. The Commission will only be paid on sales confirmed to be generated by you pursuant
to the Sales Tracking Method.
