Affiliate Program Terms of ServiceUpdated April 21st, 2020

By participating in the Membby Affiliate Program, You have the opportunity to earn money from (i) commissions for Membby accounts that You sell to other users, and (ii) bonuses when you reach certain amounts of referred members. This Agreement sets forth Your rights and obligations as a participant in the Membby Affiliate Program.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. Your access to and use of this the Affiliate Program service, as well as all related materials provided to you in connection therewith (collectively the “Services”) shall be subject to the following terms and conditions as well as those of the Membby Customer License Agreement https://membby.com/policies/license/ and the Membby Privacy Policy https://membby.com/policies/privacy/, the terms of which are incorporated herein by this reference, (together with the “Agreement”) and all applicable laws. By participating in the Membby Affiliate Program and clicking “Accept” below, you are agreeing to the terms of this Agreement and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

1. Parties

All references to “Membby” herein shall mean Membby, LLC, as well as all affiliated entities, Affiliates, employees, officers, ownership, representatives, and assigns. All references to “You” and “Your” shall refer the the party who has accepted this Agreement by clicking “Agree” and/or who otherwise participated in and enjoys the benefits of the MembbyAffilaite Program. Each may be referred to herein as a “Party” and collectively may be referred to as the “Parties.”

2. Independent contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or Affiliateship between the Parties or to impose any liability attributable to such a relationship upon either Party.

3. Term and Termination

This Agreement between You and Membby shall begin upon Your acceptance of its terms and shall continue thereafter until terminated by either You or Membby as follows:

1. A. Membby may terminate this Agreement at any time if You breach any of the terms of this Agreement. Upon termination for Your breach, You shall forfeit all Commissions and Bonuses owed to You, either as of the date of termination or thereafter accruing. Any termination for fraudulent or other unacceptable behavior by You, including breach of Membby’s polices and terms of use, as determined by Membby in its sole discretion, may also result in one or more of the following actions being taken by Membby: (a) termination of Your affiliation with Membby in its entirety and termination of all services provided to you; (b) suspension of some or all Your privileges under the Affiliate Program; and/or (c) termination of Your account entirely without notice to, or recourse for, You; or,

2. Either you or Membby, or any successor or assign of Membby, in its sole and absolute discretion, may also cancel Your Agreement at any time with or without cause or for any reason in either Party’s sole discretion. Membby reserves the right to cancel or modify this Affiliate Program Agreement in its entirety, including all compensation, at any time. If a significant change is made to the Affiliate Program Agreement, including any material change to your compensation, Membby will provide reasonable notice by email, and/or posting a notice on the Membby blog. In the event that Membby or its successors or assigns cancels Your Agreement, You will be provided thirty (30) days’ notice, sent to the e-mail address associated with your account profile with Membby. You shall be paid all sums due and owing through the end of the thirty (30) day notice period consistent with Membby’s ordinary course of business.

3. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.

4. If this Agreement is terminated for any reason: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; (b) You shall immediately cease displaying any Membby Intellectual Property and/or any Membby trademarks or logos on any Website or otherwise; and (c) all rights granted to You hereunder will immediately cease, including but not limited to Your right to receive any payments of fees or other compensation hereunder, unless otherwise determined by Membby in its sole discretion.

4. Compensation

1. COMMISSIONS. Upon acceptance into the Affiliate Program, You will be assigned one or more unique Affiliate URLs, which You will use to advertise Membby. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Membby account by using Your Affiliate URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. You will be paid a commission for each Sold Account that generates a payment to Membby monthly or annually. The Commission amount is 30% of all fees received by Membby for a Sold Account. Commission payments will be made to You on or before sixty (60) days following Membby’ receipt of payment for a Sold Account, subject to the other terms set forth herein.

2. BONUSES. For each level that aAffiliate obtains, Membby may, in its sole discretion, also reward you based on status. The actual bonuses rewarded, and the value thereof, shall change from time to time as Membby may choose in its sole discretion. In this regard, Membby shall also have the right to take away any bonus or reward at any time, for any reason, or to terminate the bonus program in its entirety. Any such change shall not affect your entitlement to Commissions already earned.

3. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed one hundred ($100) before You receive a payment from Membby. If Your combined commissions and bonuses for a given month are less than $100, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $100.

4. COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between Membby and a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by Membby, You will not paid a Commission or Bonus on the transaction. If payment for a Sold Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account payment, then the commission or bonus will be deducted from Your future commissions. If Membby determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale. If any Commissions or Bonuses are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Membby after payment, such payment amounts shall be deducted from Your future commissions and bonuses.

5. TAXES. You hereby warrant to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Contractor’s business, if any, such as licensing, tax and other business operation requirements. You shall be solely and entirely responsible for Your own acts and omissions relative to the performance of services under this Agreement, and You shall determine the manner and method of performing such services, and shall set Your own hours in which to perform and complete such services. The parties hereto understand and agree that You are free to perform work in any capacity for other clients of You in Your sole discretion as You see fit, except as may otherwise be prohibited by the non-solicitation and/or confidentiality provisions set forth below.

6. Before You can be paid any Commission or Bonuses, You must provide Membby a completed W-8 or W-9, as instructed by Membby. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than one hundred and twenty (120) days prior to Membby’s receipt of a properly completed W-8 or W-9. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Membby. If You are not a resident of the United States, Membby may withhold tax (including without limitation VAT) where required to by applicable law. Where Membby is required to withhold tax, Membby will document such withholding.

5. Marketing and Recruiting

1. TRUTHFUL. Anything You communicate in marketing or advertising any Membby service or opportunity must be true and accurate. Claims that relate to any Membby service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Membby. You may not use the intellectual property of any other person or entity in advertising any Membby service or opportunity.

2. COMPLIANCE WITH ALL LAWS. In addition to, and without limiting the provisions of this Agreement, You shall perform all of Your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, and by way of example, the Federal Trade Commission in the United States (“FTC”) has guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of this program, You may receive compensation for referrals made by You to Membby. This may establish an obligation for You to provide disclosure to consumers. Full compliance with these guidelines requires that You provide consumers with clear and conspicuous information notifying such consumers that You are being compensated for referring potential customers to Membby. Please refer to FTC guidelines and statements for further information.

3. DISCLAIMER. On any website that You advertise any Membby service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language: Disclosure: I am not an employee or representative of Membby, LLC. I am an independent MembbyAffiliate and I receive referral payments from Membby in this role. All opinions expressed herein are my own and are not official statements of Membby or any party affiliated with Membby.

4. NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of Membby, any other customer or Affiliate of Membby, or Membby itself.

5. INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Membby account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Membby account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Membby all Commissions and Bonuses earned as a result of any such violation.

6. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a MembbyAffiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Membby, the following guidelines must be adhered to:

7. Your statements must be completely true and accurate and supported by evidence;

8. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and

9. Your statements must be accompanied by the Membby income disclosure statement.

6. Membby intellectual property

1. All materials, such as text, data, graphics files, videos and sound files, and other materials contained in the MembbyWebsite and/or otherwise provided to You by Membby, are copyrighted unless otherwise noted and are the property of the Membby and/or a supplier to Membby. No such materials may be used except as provided in this Agreement and/or the Customer License Agreement https://Membby.com/policies/license/. All trade names, trademarks, and images and biographical information of people used in those Membby materials, including without limitation the name and trademark “Membby®”, are either the property of, or used with permission by, Membby. The name and trademark “Membby” is a registered trademark of the Membby, registered in the United States. Such materials shall be referred to herein as the “Membby Intellectual Property”. Use of any Membby Intellectual Property by You is strictly prohibited unless specifically permitted by Membby and/or this Agreement. Any unauthorized use of the Membby Intellectual Property may violate the copyright, trademark, and other proprietary rights of Membby and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use the Membby Intellectual Property without the express written consent of Membby or the third party owner.

2. No Membby Intellectual Property (or any mark confusingly similar to any Membby Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.

3. You may use the Membby logo to advertise Membby. Any time You use the Membby logo, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Membby. Whether Your use of Membbyis confusing will be determined by Membby in Membby’ sole and absolute discretion.

4. You must include the disclosure identified above in any website, social media site, email, and/or other communication or media you choose to use.

5. You may use only such Membby Intellectual Property, information, images, photographs, and trademarks as Membby may expressly authorize in writing.

7. Use of your name and likeness

You grant Membby permission to use your name, likeness, biographical information, and any and all photographs taken by Membby or its agents or employees, or submitted by You to Membby (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Membby or any product or service sold and marketed by Membby. You agree that this authorization to use Photographs may be assigned by Membby to a third party in Membby’s sole discretion. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Membby’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Membby in exchange for this Release and Assignment. You hereby release and forever discharge Membby from any and all liability and from any damages You may suffer as a result of the use of the Photographs and/or other related materials.

8. Prohibited Activity

Membby has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

9. Harmful Acts

Any dishonest or unethical business practice; any violation of the law; infliction of harm to Membby’s reputation; and the violation of the rights of Membby or any third party.

10. "Spamming" and unsolicited communications

Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Membby’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

11. Offensive communications

Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory; graphically violent; solicitous of unlawful behaviour; or that violates the intellectual property rights of another.

12. Other violations of membby terms of use

Any other acts by you that violate any other terms of use regarding the Membby Website, your account with Membby, and/or any other agreement between you and Membby, including without limitation the Membby Customer License Agreement https://www.membby.com/policies/license/ and the MembbyPrivacy Policy https://www.membby.com/policies/privacy/.

13. Indemnity

You agree to defend, indemnify and hold harmless Membby, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct, acts or omissions. Your indemnity obligation includes, but is not limited to, any third party claim against Membby for liability for payments for, damages caused by, or other liability relating to, You.

14. No Warranty; No Leads

Membby does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Membby will not at any time provide sales leads or referrals to You. Additionally, MEMBBY’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MEMBBY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY MEMBBY WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. MEMBBY MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY MEMBBY WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY MEMBBY WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY MEMBBY’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY MEMBBY’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

15. Limitation of liability

YOU AGREE THAT IN NO EVENT SHALL MEMBBY’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF ANY COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE TWO (2) MONTH PERIOD PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST MEMBBY OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

16. Special conditions regarding membby car bonus

Should You qualify for the Membby Car Bonus and accept those benefits, you further agree to the following specific conditions and obligations:

17. Assignment

Membby may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Membby’ or its assigns express written consent.

18. Notice

Any notice required to be given to Membby under or related to this Agreement shall be in writing, addressed as follows:

1. Membby e-mail: legal@membby.com
2. Membby will send notices to You at the e-mail address You provided to Membby. Any notices shall be deemed delivered to You when sent by Membby. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You.

19. Miscellaneous

20.1 Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

20.2 Publicity and Press Releases. Customer acknowledges and agrees that Membby may use Your name and likeness as well as any trademark or logo identifying You or your project(s) solely for Membby’s promotional, marketing or advertising purposes.

20.3 Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.

20.4 Assignment. This Agreement may not be assigned or sublicensed by Customer in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of Membby. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

20.5 No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.

20.6 Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

20.7 Governing Law/Dispute Resolution. Membby may modify and/or revise this Agreement from time to time by updating this posting. Customer acknowledges and agrees that Customer shall be bound by any such revisions and that Customer should therefore periodically visit this page to review the then current terms and conditions to which it shall be bound. The laws of the State of California shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California.

20.8 Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).

20.9 Entire Agreement. This Agreement, together the terms of the Membby Customer License Agreement https://Membby.com/policies/license/, as well as all exhibits and attachments, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, between the parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.