AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CHAMELEON GLOBAL CONSULTING (DBA WWW.CHAMELEONGLOBALCONSULTING.COM.
BY SUBMITTING THE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Chameleon Global Consulting 's Affiliate Program (“Program”). The purpose of this Agreement is to allow HTML linking between your web site and the Chameleon Global Consulting web site. Please note that throughout this Agreement, “Chameleon Global Consulting”, “CGC,” "we," "us," and "our" refer to Chameleon Global Consulting and its owners, operators, managers, agents, employees, and any third parties designated to act on its behalf, and "you," "your," and "yours" refer to the affiliate.
Unless otherwise noted, your keeping your membership in good status is crucial to your continuing in our Program. Recurring affiliate revenues will only be paid for as long as both your and your referral’s membership are in good standing. Any gaps or lapses in your membership automatically terminate your affiliate status and your right to receive any commissions on previous referrals and/or any commission rates you joined in under originally.
Should you reinstate your membership you understand that you may be eligible only for commissions at the current rate at the time of reinstatement and/or for referrals from the point of reinstatement going forward.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the https://chameleonglobalconsulting.com/affiliate-sign-up site. We may auto-approve applications, however this does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law in any way
2.1.6 Affiliates may not register, purchase, or otherwise use domain names, subdomains, or display URLs that include Chameleon Global Consulting’s company keywords or program names, including any variations or misspellings, as defined in Section 8.2 (PPC Bidding Policy).
Any violation will result in immediate expulsion from the affiliate program without prior notice, and Chameleon Global Consulting reserves the right to withhold any unpaid commissions associated with such activity.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Chameleon Global Consulting] or any other affiliated business.
2.2. As a member of Chameleon Global Consulting 's Affiliate Program, you will have access to your affiliate dashboard by logging in at https://portal.chameleonglobalconsulting.com. Here you will be able to review our Program’s details and previously published affiliate newsletters, download HTML code (that provides for links to web pages within the Chameleon Global Consulting web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Chameleon Global Consulting reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. Chameleon Global Consulting Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
3.2. Chameleon Global Consulting reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, Chameleon Global Consulting shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
Upon termination of this agreement your affiliate status and your right to receive any commissions on previous referrals and/or any commission rates you joined in under originally will also terminate. Should your status be reinstated you may be eligible only for commissions at the current rate at the time of reinstatement and/or for referrals from the point of reinstatement going forward.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email or by a posting in the affiliate portal. Modifications may include, but are not limited to, changes in the commission structure, payment schedule, and Chameleon Global Consulting's Affiliate Program rules.. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Chameleon Global Consulting 's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Chameleon Global Consulting uses a third party to handle all of the tracking and payment. The third party is the First Promoter Affiliate program.
Commission Structure:
Masterclasses – 50% of ticket price
Academy Enrollment – $500
SaaS Product – 40% of each month of enrollment
Cookie Duration: 90 days from the first click.
Payout Schedule:
Commissions are paid 15 days after the close of each month for all products except Academy enrollments.
Academy commissions are paid in two installments: 50% after month 1, and the balance after month 2.
All affiliate payments are made electronically via PayPal.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Chameleon Global Consulting’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Chameleon Global Consulting could be perceived by your visitors and others as a joint effort. You should know that certain forms of advertising are always prohibited by Chameleon Global Consulting. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE). In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Chameleon Global Consulting so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to forums or other websites to promote Chameleon Global Consulting so long as the forum or site specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Chameleon Global Consulting and/or FaithAndFunding.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Chameleon Global Consulting Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Pay-Per-Click (PPC) Bidding Policy
Affiliates that, among other keywords or exclusively, bid in their Pay-Per-Click campaigns on any of the following keywords, and/or any misspellings, variations, or similar alterations of these – whether separately or in combination with other keywords – and do not first direct such traffic to their own website prior to re-directing it to ours, will be considered trademark violators and will be banned from Chameleon Global Consulting’s Affiliate Program.
Restricted Keywords include (but are not limited to):
Company & Brand: “Chameleon Global Consulting,” “Chameleon Consulting,” “Chameleon Global,” “ChameleonGC”
Programs & Offerings: “Faith and Funding Academy,” “Faith & Funding Masterclass,” “Faith and Funding Program,” “Funding Academy,” “Faith in Funding,” “Kingdom FIRM™ Framework”
Misspellings & Variations: “Chamleon Global,” “Chamelon Global,” “Camellon Consulting,” “Faith n Funding,” “Faith & Fundng,” “Faith and Fund Academy,” “Funding Faith Academy,” “Funding & Faith,” “Kingdom Firm,” “Kingdom Framework”
Strategic Expansion Phrases: “Faith-Based Government Contracting,” “Christian Government Contracts,” “Church Grants Academy,” “Nonprofit Funding Academy,” “Faith-Based Federal Funding”
Enforcement:
Affiliates are prohibited from using any restricted keywords in exact match, phrase match, broad match, or modified broad match campaigns.
Affiliates may not use restricted keywords in ad copy, display URLs, or domain names.
Any violation will result in immediate expulsion from the affiliate program without prior notice, on the first occurrence.
We reserve the right to withhold any unpaid commissions associated with trademark-violating activity.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Chameleon Global Consulting’s service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic
Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Chameleon Global Consulting’s site (i.e., no page from our site or any Chameleon Global Consulting’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Chameleon Global Consulting site in IFrames, hidden links and automatic pop ups that open Chameleon Global Consulting site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Chameleon Global Consulting 's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Chameleon Global Consulting and the good will associated therewith will inure to the sole benefit of Chameleon Global Consulting
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
CHAMELEON GLOBAL CONSULTING MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING CHAMELEON GLOBAL CONSULTING SERVICE AND WEB SITE OR THE
PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CHAMELEON GLOBAL CONSULTING 'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless Chameleon Global Consulting and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
14. Confidentiality
From time to time during the Term of this Agreement, we (as the "Disclosing Party") may disclose or make available to you (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party which is either reasonably considered confidential by industry standards, or is disclosed in writing or other tangible form and is clearly labeled as "confidential," or is disclosed orally and identified as confidential when disclosed and within ten (10) days thereafter is summarized in writing and confirmed as confidential, or if disclosed orally or in writing and would reasonably be considered confidential in the normal course of business, regardless of if such information bears “confidential” markings ("Confidential Information") ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section only, Receiving Party's Group shall mean the Receiving Party's employees, officers, directors, agents, independent contractors, service providers, attorneys, accountants, and financial advisors.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Chameleon Global Consulting. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other site, that reasonably would contradict anything in this Section.
15.2. You may not assign any of your rights or obligations under this Agreement to any party without the prior written approval of Chameleon Global Consulting.
16. Arbitration and Choice of Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland without regard to the conflicts of laws and principles thereof.
Unless remedies have been explicitly provided for otherwise in this agreement and the aggrieved party seeks to enforce its rights in accordance with those remedies, the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement shall be as follows:
For any dispute, claim or controversy under $25,000 in value arising out of or relating to this agreement, or the breach thereof, either Party may demand that any such dispute be resolved by arbitration administered by FairClaims (www.fairclaims.com) in accordance with its Arbitration Rules & Procedures effective at the time a claim is made, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
For any dispute, claim or controversy at least $25,000.01 in value arising out of or relating to this agreement, or the breach thereof, either Party may demand that any such dispute be resolved by arbitration before one (1) arbitrator, administered by either JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, or by the American Arbitration Association in accordance with its Commercial Arbitration Rules, whichever is chosen first.
Each Party hereby expressly consents to any such disputes being so resolved by these arbitration terms, and that all proceedings be exclusively conducted electronically via secure video chat, when available. If electronic attendance is not available, all arbitration hearings shall be conducted in any suitable facility located in the Prince Georges County, Maryland area. The Parties consent to electronic service of process, with service to be made to the email addresses on file at the time of signup.
The parties agree to split all arbitration fees evenly.
Judgment on the award rendered in any arbitration hearing shall be binding and entered in any court having jurisdiction.
In the event that neither party demands arbitration, the Parties agree that Prince George’s County, Maryland will be the sole agreed venue for litigation necessary to enforce the agreements set forth herein.
The terms contained in this section shall survive termination of the Agreement.
17. WAIVER OF JURY TRIAL
EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18. Waiver of Rights
No waiver by Chameleon Global Consulting of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by us. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege
19. Amendments
19.1 - No amendment to or modification of, rescission, termination, or discharge of this Agreement by you is effective unless it is in writing, identified as an amendment to, rescission, termination, or discharge of this Agreement, and signed by an authorized representative of each Party.
19.2 - We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email or by a posting in the affiliate portal. Modifications may include, but are not limited to, changes in the payment procedures and Chameleon Global Consulting ‘s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Chameleon Global Consulting’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
20. No Third-Party Beneficiaries
This Agreement benefits solely the you, the affiliate, Chameleon Global Consulting, those named specifically in this Agreement and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
21. Entire Agreement
This Agreement, including and together with any referenced exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement between us with respect to the Program, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Program. You acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any other Program document, term, or condition, the terms and conditions of this Agreement shall supersede and control.
22. Severability
If any term or provision of this Agreement is found by an appointed arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement, as determined by Chameleon Global Consulting, is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any non-fundamental term or provision is invalid, illegal or unenforceable, the court or appointed arbitrator may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
23. Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.