- PARTIES. All references to “TASSI” herein mean and refer to TASSI TECHNOLOGIES, LLC, doing business as TASSI, and TASSI TECHNOLOGIES, LLC’s owner(s), affiliate entities, employees, successors and assigns. All references to “You” and “Your” mean and refer to the TASSI Affiliate who has executed this Agreement by clicking “I Agree”. TASSI and You are each referred to herein as a “Party,” and collectively as the “Parties.”
- TERM AND TERMINATION. Your contract with TASSI begins when You click “I Agree” and will continue month-to-month until either: (a) TASSI cancels Your account due to Your breach (as determined by TASSI in its sole and absolute discretion) of any of the terms of this Agreement, (b) you provide TASSI with notice of termination, or (c) TASSI (in its sole and absolute discretion), cancels this Agreement. In the event this Agreement is cancelled due to subclause (a) and (b) above, You forfeit all amounts owed to You or that may in the future be owed to You. In the event that TASSI cancels this Agreement pursuant to subclause (c) above, You shall continue to receive any compensation owed to you pursuant to Section 3 of this Agreement. Upon any termination by TASSI, You will receive written notice, sent to the e-mail address you provided TASSI and that is associated with your Affiliate profile. Such termination shall be effective upon TASSI sending such termination notice.
- COMPENSATION. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate URL (“YourAffiliate Link”), which You will use to advertise TASSI. When another person (a “PotentialCustomer”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Potential Customer’s browser. When the Potential Customer creates a TASSI account by using Your Affiliate Link, the Cookie on the Potential Customer’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “TASSI Sale” In the event that a Potential Customer 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 TASSI Sale in accordance with the Schedule of Additional Terms attached hereto. All amounts and compensation owed to You shall be calculated and determined at the sole discretion and judgement of TASSI in accordance with the terms of this Agreement (including the Schedule of Additional Terms). Commission payments will be made to You, in accordance with the account details you provide to TASSI, on or before sixty (60) days following TASSI’s receipt of payment for a TASSI Sale, subject to the other terms set forth herein. Your compensation amount must equal or exceed Two Hundred Fifty and 00/100 Dollars ($250.00) before You receive a payment from TASSI. If Your commissions for a given month are less than $250.00, Your commissions will be held until Your combined commissions equals or exceeds $250.00. All commissions are paid in US Dollars. Depending on what payment processor or payment method is used, standard processing fees may be deducted from Your commissions payment. In the event that TASSI conducts any contest or other promotion where compensation or other prizes are offered, if awinner cannot be contacted or is disqualified, TASSI reserves the right to determine an alternate winner or not to award that winner’s prize, in its sole and absolute discretion.
- ELIGIBLE SALES. Commissions are paid only for transactions that actually occur between TASSI and a Potential Customer. If the transaction does not actually occur, or if payment from a Potential Customer is not actually received by TASSI, You will not be paid a commission on the transaction. If payment for a sale later results in a refund or charge-back, and if a commission was paid to You, then the commission will be deducted from Your future commissions. If TASSI determines, in its sole and absolute discretion, that any sale was procured fraudulently or as a result of any violation of this Agreement, no commission will be paid for such sale. If any commissions 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 TASSI after payment, such payment amounts shall be deducted from Your future commissions.
- INDEPENDENT CONTRACTOR. It is agreed that You shall act as an independent contractor of TASSI with respect to this Agreement and your role as a TASSI Affiliate, and not as a partner, employee, agent, representative or other designation of TASSI. You shall not have any authority to act for or on behalf of TASSI or to enter into any contracts or agreements on behalf of TASSI or to obligate TASSI.
- MARKETING REQUIREMENTS AND AFFILIATE WEBSITES. It is the intent of TASSI to treat all customers fairly. Accordingly, we require all TASSI Affiliates to comply with all applicable laws and regulations concerning marketing and advertising including without limitation, the Federal Trade Commission Endorsement Guides, which require that material connection between advertisers and endorsers be disclosed. Accordingly, anything You communicate in marketing or advertising any TASSI product or service must not be misleading and must be true and accurate in all respects. Any marketing material outside of what TASSI provides, must be pre-approved by sending it to email@example.com. Claims that relate to any TASSI product or service that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports TASSI. You may not infringe upon the intellectual property rights of any other person or entity in advertising any TASSI product, service, or opportunity. On any website that you advertise any TASSI product or service, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
- PROHIBITED ACTIVITY. TASSI has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following (as determined by TASSI in its sole and absolute discretion). Any termination of this Agreement pursuant to the following shall be deemed a material breach of this Agreement, and You agree to repay to TASSI all commissions or other amounts earned pursuant to this Agreement.
A) NON-DISPARAGEMENT. You shall not disparage the products, services, or any other aspect of TASSI or any other person or entity, including without limitation the products or services of a competitor of TASSI.
B) HARMFUL ACTS; “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to TASSI’s reputation; and the violation of the rights of TASSI or any third party. 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 TASSI’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with all applicable anti-spamming or other laws.
C) 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, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
D) INVALID ACCOUNTS. You are not permitted to open a TASSI account under the name of another person or entity, or under a fictitious name. You are not permitted to open a TASSI account under any name merely for the purpose of obtaining commissions 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 customers.
E) FORBIDDEN CLAIMS. If Your marketing or recruiting efforts include claims related to the potential income a TASSI Affiliate 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 TASSI, Your statements must be completely true, accurate and not misleading.
F) COMPLIANCE WITH LAWS. All Your marketing and recruiting materials and communications must at all times comply with all federal, state, and local laws, rules and regulations of any governmental authorities, including but not limited to those of the U.S. Federal Trade Commission.
G) DISCOUNTS AND COUPONS. You are not allowed to post any refunds, credits, or discounts on TASSI products or services without TASSI’s prior written consent.
- TAXES. Before You can be paid any commission, You must provide TASSI a completed W-9 (U.S. persons) or W-8 (non-U.S. persons) form. You will be deemed to have permanently waived all rights to any compensation that were earned more than 120 days before submitting a completed W-9 or W-8 to TASSI. 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 You receive from TASSI. In compliance with U.S. tax laws, TASSI may issue a Form 1099 to TASSI Affiliates whose earnings or prizes meet or exceed the applicable threshold. If You are not a resident of the United States, TASSI may withhold tax (including without limitation VAT) where required to by applicable law. Where TASSI is required to withhold tax, TASSI will document such withholding.
- INTELLECTUAL PROPERTY. No intellectual property, including but not limited to logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “TASSI Intellectual Property”) owned by TASSI or its affiliates may be used, copied, or reproduced by You except as set forth below. No TASSI Intellectual Property (or any mark confusingly similar to any TASSI Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion without the prior written consent of TASSI. You may use the TASSI trademark to advertise TASSI. Any time You use the TASSI trademark, you must do so in a way that is not likely to confuse or cause any third party to think that you are speaking for or on behalf of TASSI. Whether your use of TASSI trademark is confusing will be determined by TASSI in its sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion: (i) You must not use the “voice” of, or purport to speak on behalf of TASSI., (ii) any time You use the word “TASSI” it must be immediately followed by the letters “TM” in superscript caps, (iii) when used in prose, TASSI TM must be used in the same font as the rest of the prose. When used other than in prose, TASSI TM must be used in the font employed by TASSI’s corporate marketing in TASSI’s corporate logo, (iv) You may use only such other images, photographs, and trademarks as TASSI expressly authorizes in writing, and (v) if you have any questions regarding your use of any TASSI mark, please contact TASSI. You grant to TASSI a royalty free and non-exclusive license to utilize your name, title, trademark and logos (the “Affiliate Trademarks”) in any advertisement or other materials used to promote TASSI and its affiliate program.
- REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant as follows: (i) You have reviewed and understand this Agreement and agree to be bound by its terms; (ii) Your acceptance of this Agreement and participation in the TASSI Affiliate program will not violate any agreement or applicable law to which you are subject, (iii) You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to TASSI the license to use such marks in the manner contemplated herein without breaching or infringing upon any third party rights, (iv) You are not required to obtain consent from any governmental authority or any third party in connection with your entrance into this Agreement; (v) during the term of this Agreement, you will not include in your website content that violates the terms of this Agreement; and (vi) You are at least eighteen (18) years of age.
- INDEMNITY. You agree to protect, defend, indemnify and hold harmless TASSI, its officers, directors, employees, agents, owner(s) (the “TASSI Parties”) 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, website, or intellectual property infringement. Your indemnity obligation includes, but is not limited to, any third party claim against any TASSI Party for liability for payments for, damages caused by, or other liability relating to Your conduct, website, or intellectual property infringement.
- NO LEADS; NO WARRANTY. TASSI DOES NOT PROMISE, GUARANTEE, OR WARRANT YOUR BUSINESS SUCCESS, INCOME, OR SALES. YOU UNDERSTAND AND ACKNOWLEDGE THAT TASSI WILL NOT AT ANY TIME PROVIDE SALES LEADS OR REFERRALS TO YOU. ADDITIONALLY, TASSI’s WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TASSI MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY TASSI WEBSITE OR SERVICE. TASSI MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY TASSI WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY TASSI WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY TASSI’s WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY TASSI’s 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.
- LIMITATION OF LIABILITY AND TERMS. YOU AGREE THAT IN NO EVENT SHALL ANY TASSI PARTY’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF PAYMENTS PAID TO YOU FOR THE TWO MONTHS PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST TASSI OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION, OR ANY LOSS OF REVENUE, PROFITS, OR DATA. ANY COMPENSATION, CASH, OR PRIZES (OTHER THAN COMMISSION COMPENSATION PAYABLE DIRECTLY IN CONNECTION WITH A “TASSI SALE”) OFFERED DURING A “CONTEST PERIOD”, AS SET FORTH IN THE SCHEDULE OF ADDITIONAL TERMS, SHALL BE PAYABLE BY TASSI SOLELY TO THE EXTENT THAT THE NET INCOME GENERATED FROM SUCH CONTEST DURING THE “CONTEST PERIOD” EXCEEDS THE TOTAL VALUE OF THE CASH OR PRIZES OFFERED IN SUCH CONTEST.
- FORCE MAJEURE. TASSI will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of TASSI. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. TASSI shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
- DATA SECURITY. You shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which the TASSI Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). You, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data.
- CONFIDENTIALITY. You shall at all times keep the terms of this Agreement (including the Schedule of Terms) and any other correspondences or terms between You and TASSI strictly confidential.
- OTHER TERMS.
A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against TASSI including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Los Angeles, California. You agree not to file suit against TASSI or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and TASSI. In the event that You and TASSI are unable to reach agreement on an Arbitrator, You and TASSI will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Los Angeles, California. The arbitrators selected by You and TASSI will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and TASSI and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against TASSI to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against TASSI may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD; INJUNCTIVE RELIEF. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding. Nothing in this Agreement prevents TASSI from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect TASSI’s rights prior to, during, or following any arbitration proceeding.
E. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either You or TASSI commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
F. ENTIRE AGREEMENT. This Agreement (including the Schedule of Additional Terms), along with any TASSI terms and conditions available on TASSI’s (the “Terms and Conditions”) website represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a TASSI Affiliate. A printable PDF version of this Agreement (including the Schedule of Additional Terms) is available upon request to TASSI.
G. MODIFICATION/AMENDMENTS. This Agreement and TASSI’s Terms and Conditions may be modified by TASSI at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted on TASSI’s website. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by TASSI. Your continued acceptance of payments or participation under the affiliate relationship constitutes Your acceptance to any modifications or amendments to this Agreement.
H. NOWAIVER. No waiver by TASSI of any right reserved or granted to TASSI under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of TASSI.
I. NOTICE. Any notice required to be given to TASSI under or related to this Agreement shall be in writing, addressed as follows: TASSI TECHNOLOGIES, LLC e-mail: firstname.lastname@example.org. TASSI will send notices to You at the e-mail address You provided to TASSI. Any notices shall be deemed delivered to You when sent by TASSI. 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. TASSI may also provide notice to You by posting information on TASSI’s website
J. ASSIGNMENT AND ACQUISITION. TASSI may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by You without TASSI’s express written consent. In the event that TASSI is the subject of an acquisition, merger, or other similar business combination transaction or conducts a financing round with a bona fide third party, TASSI (or such third party), shall have the right to terminate Your right to any future commissions by paying You a one-time buy-out termination fee equal to the total TASSI affiliate commissions earned by You in the one hundred twenty days prior to the exercise of such termination right.
K. SEVERANCE. 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 (including the Schedule of Additional Terms) and the Terms and Conditions so modified, shall continue in full force and effect.
Schedule of Additional TermsFounder Affiliate Terms:
- Commissions: All Founder Affiliates shall receive commissions in the amount of (i) 50% of all net income received by TASSI corresponding to any TASSI Sale and (ii) 15% of all net income received by TASSI corresponding to any direct referral TASSI Sale associated with Your Affiliate Link.
- Founder Affiliate Contest: The TASSI Founder Affiliate Contest shall be governed by the terms and limitations of this Agreement (including this Schedule of Additional Terms) and as set forth below:
(a) Eligibility: In order to be eligible for the Founder Affiliate Contest, You must, (i) agree to enter into the TASSI Affiliate Agreement by no later than September 30, 2019 and (ii) achieve fifty (50) TASSI Sales by December 31, 2019. Any TASSI Affiliate that does not meet the above eligibility requirement, but who achieves a TASSI Sale, shall receive commissions as set forth above, but shall not be eligible for the Founder Affiliate Contest.
(b) Contest Period and Winner: The Founder Affiliate Contest shall begin on October 1, 2019 and end on March 15, 2020 (the applicable “Contest Period”). Each of the top three Founder Affiliates, that generate the greatest commissions during the Contest Period, shall receive prizes as set forth below.
(c) Prizes: (1) a 1st place prize of $15,000 and a 3% equity grant in TASSI, (2) a 2nd place prize of $10,000 and a 1% equity grant in TASSI, and (3) a 3rd place prize of $5,000 and a 1% equity grant in TASSI. All top three Founder Affiliates shall also receive a VIP access pass to the TASSI Affiliate partnership celebration in 2020. All equity grant component of such prizes shall be subject to the Founder Affiliate Contest generating for TASSI $500,000 or more in net income from all Founder Affiliates, during the Contest Period.Non-Founder Affiliate Terms:
- Commissions: All Non-Founder Affiliates shall receive commissions in the amount of (i) 30% of all net income received by TASSI corresponding to any TASSI Sale and (ii) 10% of all net income received by TASSI corresponding to any direct referral TASSI Sale associated with Your Affiliate Link.
- Non-Founder Affiliate Contest: The TASSI Non-Founder Affiliate Contest shall be governed by the terms and limitations of this Agreement (including this Schedule of Additional Terms) and as set forth below:
(a) Eligibility: In order to be eligible for the Non-Founder Affiliate Contest, You must agree to enter into the TASSI Affiliate Agreement by no later than February 15, 2020. Any TASSI Affiliate that does not meet the above eligibility requirement, but who achieves a TASSI Sale, shall receive commissions as set forth above, but shall not be eligible for the Non-Founder Affiliate Contest.
(b) Contest Period and Winner: The Non-Founder Affiliate Contest shall begin on February 15, 2020 and end on March 15, 2020 (the applicable “Contest Period”). Each of the top ten Non-Founder Affiliates, that generate the greatest commissions during the Contest Period, shall receive prizes as set forth below.
(c) Prizes: (1) a 1st place prize of $7,500; (2) a 2nd place prize of $2,500; (3) a 3rd place prize of $1,000; and (4) 4th through 10th place prize of an Apple iPad or Apple Watch (at the winner’s election). All top ten Non-Founder Affiliates shall also receive a VIP access pass to the TASSI Affiliate partnership celebration in 2020.