Search Atlas Affiliate Agreement
Last Updated APRIL 2023
This Affiliate Agreement and the Search Atlas Terms of Service incorporated herein by reference (collectively the “Agreement”) govern your activity, application to join, and any subsequent participation in, Search Atlas’s Affiliate program (the “Program”). By accepting the Terms of Service, or by participating in the Program, you also agree to be bound by the terms herein. This Agreement is a binding legal agreement between the individual who accepted its terms or the business entity that the individual represents (“Affiliate,” “You” or “you”) and Search Atlas Inc (“Search Atlas,” “we” or “us”). If You represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. Search Atlas reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement.
SECTION 1. PROGRAM APPLICATION
You agree to provide all information reasonably requested by Search Atlas in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that Search Atlas retains sole and exclusive discretion to determine whether You qualify for participation in the Program. Search Atlas reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. Such forms of contact may include but are not limited to automated dialing systems, texts and artificial or pre-recorded messages. You may revoke this consent at any time by submitting such revocation in writing to [email protected].
SECTION 2. PROGRAM RULES (THE “RULES”)
To participate in the Program, you must comply with the following Rules. If Search Atlas determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement, and Search Atlas may terminate this Agreement and Your participation in the Program immediately (including forfeiture of Earned Commissions), without liability, in addition to seeking any other available remedies in law and equity.
SECTION 3. COMPENSATION
Upon acceptance into the Program, You will receive a unique Affiliate ID through. Affiliate ID will be incorporated in the URL that You use to advertise Search Atlas. You may earn Commissions (as further described below) for each sale (“Sale”) that is registered using Your Affiliate ID.
In the event that a Prospect has multiple Affiliate cookies (“Cookies”), the most recently acquired Cookie will generally determine which Affiliate is credited with a Sale except in instances of (i) recently canceled Prospects who attempt to re-subscribe under a different affiliate within 90 days of cancellation, (ii) cases of self-referral, or (iii) other scenarios at Search Atlas’s sole discretion. If a Prospect signs up for Search Atlas without connection to any Affiliate, that Prospect is considered unaffiliated, and no Commissions will be earned by any Affiliates for that Prospect unless otherwise agreed to by Search Atlas in writing.
A Commission is “earned” only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to Search Atlas to facilitate payment and (ii) a Prospect’s account has remained in good status for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of attempted payout, Affiliate has not maintained a usable account with a third party payment provider or Search Atlas is unable to payout Commissions due to incomplete or inaccurate information provided by the Affiliate. Commission payout amounts will be determined by Search Atlas in its sole discretion. Commission rates may change from time to time at Search Atlas’s sole discretion. Except as otherwise provided herein, Commission payouts will be paid on the 15th of each month following Search Atlas’s receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, Commission payouts will typically occur on the following business day, although exceptions may apply. All Commission payouts are calculated based on the amount of fees received by Search Atlas, less sales taxes.
The Commission Rates are as follows:
In instances where a Prospect is affiliated under different Affiliates for different services (such as cases where one Affiliate makes the Sale, but another affiliate makes an upgrade for the same Prospect), Search Atlas will allocate Commissions as deemed appropriate in Search Atlas’s sole and absolute discretion.
All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must be equal to or exceed Fifty and 00/100 Dollars ($50.00) (USD) before You receive a payment from Search Atlas. If Your combined Commissions in a 120-day period do not exceed $50.00 (USD), Your Commissions will not be paid and will be forfeited.
Affiliates must register with a third party payment provider to receive Commissions payouts. Search Atlas or the third party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or tax other documents (the “Required Documents”) before processing Commissions payouts. If You fail to submit the Required Documents in a timely manner, Search Atlas or the third party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, Search Atlas may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).
If Search Atlas determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale. If a Commission has already been paid out for a Sale that is later deemed by Search Atlas to be fraudulent or in violation of this Agreement or the law, the Commission amount will automatically be withheld against any future Commissions or refunded back to Search Atlas at its option. Search Atlas may also terminate this Agreement and Your participation in the Program immediately without any further liability to you.
If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned, and the Commission will be deducted from Your future Commission payouts.
Search Atlas will make reasonable efforts to payout all Earned Commissions. In the event that Search Atlas is unable to payout a Commission for any reason outside of Search Atlas’s control, those Commissions may be forfeited at Search Atlas’s sole discretion.
SECTION 4. INTELLECTUAL PROPERTY RIGHTS
Search Atlas may provide you with certain resources and materials (such as white labeled courses, power points, pitch decks, website templates, images, social media posts, etc) to be used in connection with your participation in the Program (collectively, “Search Atlas Materials”). You acknowledge our ownership of our Search Atlas Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Search Atlas Materials (including all associated goodwill) will insure to the benefit of, and on behalf of the Search Atlas. If requested, you agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the Search Atlas Materials other than the right to use the Search Atlas Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the Search Atlas Materials or the validity of the Search Atlas Materials or this Agreement.
All rights with respect to the Services and Search Atlas’s name and trademarks, whether now existing or which may hereafter come into existence, which are not expressly granted to Affiliate herein are reserved to Search Atlas. Any goodwill generated through Affiliate’s use of Search Atlas’s name and trademarks shall inure solely to the benefit of Search Atlas. Except as set forth in this Agreement, Affiliate may not use Search Atlas’s name or trademarks without Search Atlas’s prior written consent. Affiliate will promptly notify Search Atlas of any infringement or threatened infringement of any rights of Search Atlas of which Affiliate becomes aware and will provide reasonable assistance to Search Atlas, at Search Atlas’s expense, in connection therewith. Affiliate shall not promote or provide services to any other business or person that is infringing any of Search Atlas’s intellectual property. Affiliate will use commercially reasonable means to protect the security of the Services on Affiliate’s system and network, including internal and public websites, from hacking or other unauthorized access, modification or redistribution. Upon becoming aware of any breach in security, Affiliate shall notify Search Atlas and take prompt action to remedy such breach.
SECTION 5. TERM AND TERMINATION
The term of this Agreement will begin the earlier of (i) your acceptance or signing of this Agreement; or (ii) Search Atlas’s approval of Your participation in the Program. Your participation in the Program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole determination, You defaulted or made an attempt to default any term or provision of the Agreement, Privacy Policy, or the Terms of Service, or violated any law, whether in connection with Your use of Search Atlas or otherwise, we may terminate the Agreement or suspend Your access to the Website at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. In the event this Agreement is terminated due to Your default, You immediately forfeit all Commissions, and any other payments owed to You or that may in the future be owed to You without any further liability by Search Atlas to You.
If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Search Atlas account.
SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Search Atlas of the same within 24 hours. Search Atlas, in its sole and exclusive discretion, may immediately terminate Your participation in the Program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.
SECTION 7. ENTIRE AGREEMENT
This Agreement represents the entire agreement between the Parties with regards to the Program and supersedes any other written or oral agreement between the parties. In event that you have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.
SECTION 8. INDEPENDENT CONTRACTOR
Affiliates are independent contractors of Search Atlas. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between Search Atlas and You by virtue of this Agreement. You have no right to act on behalf of or bind Search Atlas in any way, nor share in the profits or losses of Search Atlas. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
SECTION 9. DISCLAIMER
Search Atlas does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that Search Atlas will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.
SECTION 10. LIMITATION OF LIABILITY
Except where otherwise inapplicable or prohibited by law, in no event shall Search Atlas or any of its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and/or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs or claims arising from or related to this Agreement, Terms of Service, the Privacy Policy, the Platform or Services, your or a third party’s use or attempted use of the website or any software, service, or product, regardless of whether Search Atlas has had notice of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. this applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), warranty, or otherwise. In no event shall Search Atlas’s liability to you or your business exceed the amount of three (3) times the payments paid by you to Search Atlas for the month preceding the date in which the facts giving rise to a claim against Search Atlas occurred or one-thousand five-hundred dollars ($1500), whichever is less, subject to applicable law, the remedies set forth above are your sole and exclusive remedies for Search Atlas’s entire obligation and liability, for any breach of our limited warranty. Subject to applicable law, under no circumstances will Search Atlas’s obligation or liability hereunder exceed the limited liability amount stated in this section. However, this shall not prevent Search Atlas from seeking any and all remedies available to it in law or equity.
SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Dallas County, Texas. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of Texas. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.
Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.
SECTION 12. INDEMNITY
You agree to protect, defend, indemnify and hold harmless Search Atlas, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You (2) any breach of this Agreement by You (3) the use or possession of any Search Atlas property by You, except to the extent caused by the Search Atlas’s gross negligence or willful misconduct (4) any negligence, gross negligence or willful misconduct by or on behalf of You or Your employees or agents.
SECTION 13. SEVERABILITY
In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF
Search Atlas shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including without limitation a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party’s rights to adjudicate the merits of the dispute by arbitration.
The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to Search Atlas for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.
SECTION 15. COMPLAINT NOTIFICATION
Affiliate must notify Search Atlas of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to the Search Atlas Support Team. Visit https://SearchAtlas.com/consultation/ for information on how to contact support.
SECTION 16. FORCE MAJEURE
No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.
