MANAGE IT AFFILIATE AGREEMENT
This Manage It Affiliate Agreement was last revised on February 17, 2024.
This Manage It Affiliate Agreement (“Agreement”) is entered into by and between Manage It, LLC, a Nevada limited liability company Manage It, LLC (“Manage It” “us”, “we”, or “our”) and You, an individual, and any entity which is registering for an account that You represent (collectively, “Affiliate” “You” or “Your”).
You affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. You further represent and warrant you are authorized to enter into this Agreement and bind yourself and any entity registering for an account to this Agreement.
By clicking to accept or agree (or checking a box indicating that that you accept or agree), Affiliate accepts and agrees to be bound and abide by this Agreement.
1. Definitions
Except as otherwise defined herein, the following terms shall have the following meanings:
(a) “Affiliate Cookie” means a cookie set by a potential customer’s browser that is uniquely linked to a Manage It affiliate.
(b) “Affiliate Dashboard” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
(c) “Affiliate Lead” shall mean a New Customer where the most recent Affiliate Cookie has been set by your unique Affiliate Link, and the Affiliate Lead meets all other terms and conditions of this Agreement.
(d) “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
(e) “Initial Transaction” shall mean the first purchase of Manage It Services from a New Customer.
(f) “Initial Transaction Dollar Receipts” shall mean United States Dollars earned and received by Manage It from a New Customer during the Initial Transaction where the New Customer does not cancel within 60 days, less credit card processing fees, taxes, shipping, discounts, rebates, customer cancellations, customer credits, and other similar expenses or adjustments incurred by Manage It. For the avoidance of doubt, Initial Transaction Dollar receipts do not vest until a New Customer remains a customer and does not cancel for 60 days after payment.
(g) “New Customer” shall mean a customer that Manage It has not performed services for in the prior two (2) years and has not, within the last 60 days, been involved in Our active sales process.
(h) “Manage It Services” shall mean the Manage It all-in-one e-signing, invoicing, payment, and meeting scheduler offered to customers by Manage It.
(i) “Manage It Intellectual Property” shall mean all right, title and interest in and to Our intellectual property, including, but not limited to, the Manage It trademarks, servicemarks, and copyrights, the Manage It Services, and all associated intellectual property rights.
2. Affiliate Program Application / Acceptance
(a) Application. Affiliate agrees to provide all information reasonably requested by Manage It in connection with its Affiliate Program application, and Affiliate represents and warrants that all information provided will be truthful and accurate. Affiliate understands and agrees that Manage It retains sole and exclusive discretion to determine whether you qualify for participation in the Affiliate Program. Manage It reserves the right to change its criteria for the Affiliate Program at any time, for any reason.
(b) Acceptance. Once you provide all information requested, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, you shall be eligible to earn Commissions as set out below.
3. Accounts
(a) User Accounts. Affiliate acknowledges and agrees that when creating or maintaining its Affiliate account, Affiliate will provide accurate and complete information, including contact, payment, and tax identification information. Should any information change after submitting it to Manage It, Affiliate must update that information immediately. Affiliate may never use another user’s account or transfer its account to another person or entity.
(b) Account Responsibility. Affiliate is solely responsible for the activity that occurs on Affiliate’s account, and Affiliate must keep its account password secure. Affiliate must notify Manage It immediately of any breach of security or unauthorized use of Affiliate’s account. Although Manage It will not be liable for Affiliate losses caused by any unauthorized use of Affiliate’s account, Affiliate will be liable for the losses of Manage It or others due to such unauthorized use.
(c) Disabling or Termination of Access. Affiliate agrees that Manage It, in its sole discretion, has the right (but not the obligation) to delete, disable, or deactivate Affiliate access to the Affiliate Dashboard (or any part thereof) and terminate this Agreement, immediately and without notice, for any reason, including, if Manage It believes that Affiliate has acted inconsistently with the letter or spirit of this Agreement. Further, Affiliate agrees that Manage It shall not be liable to Affiliate or any third-party for any termination of this Agreement or termination of Affiliate’s access to the Affiliate Dashboard.
4. Commissions
(a) Eligibility. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) fully and accurately provided all account information and completed all steps necessary to create your account in the Affiliate Dashboard, (iii) have a valid and up-to-date payment method in the Affiliate Dashboard (iv) submitted any and all required tax documentation or other documentation required by Manage It. If you fail to complete all steps and submit all documents in a timely manner, Manage It may refuse to payout Commissions that were earned more than 90 days prior to completing all steps and submitting all documents.
(b) Affiliate URLs and Cookies. Upon acceptance into the Affiliate Program, you will have access to unique Affiliate Link through the Affiliate Dashboard which you can use to promote the Manage It Services. When a customer clicks on your unique Affiliate Link, a cookie will be set by the potential customer’s web browser which will track whether or not the potential customer makes a purchase from Manage It. In the event that a potential customer has multiple Affiliate cookies set, the most recently acquired cookie will generally determine which Affiliate is credited with a sale. Affiliate cookies will expire as determined by Manage It. If a potential customer signs up for Manage It without a connection to any Affiliate, including in cases where Affiliate cookies have expired, or a potential customer clears any set cookies before making a purchase, that Customer is considered unaffiliated, and no Commissions will be earned by any Affiliates.
(c) Commissions. Affiliate shall earn a percentage (“Percentage(s) Earned”) of the Initial Transaction Dollar Receipts earned and received by Manage It from an Affiliate Lead during the Initial Transaction (“Commission”). Initial Transaction Dollar receipts vest, and Commissions are earned, after a New Customer purchases Manage It Services and does not cancel for 60 days (“Vested Commissions”). The Percentage Earned will be set by Manage It and displayed in the Affiliate Dashboard. Different transactions may have different Percentages Earned. Manage It reserves the right to change any of the Percentages Earned at any time.
(d) Payment of Commissions. Affiliate’s total accumulated Vested Commissions must equal or exceed $100 before they will be paid. Vested Commission statements and any Vested Commissions due shall be calculated each calendar month and shall be due thirty (30) days following the end of such calendar month.
(e) Charge-Back. Manage It may, in its sole discretion, set cash discounts, offer rebates, make allowances and adjustments, agree to full or partial refunds, and write off as bad debts overdue customer accounts. In each such case, Manage It may charge back to Affiliate’s account or immediately request from Affiliate, any amounts previously paid or credited to it with respect to such discounts, allowances, rebates, adjustments, cancellations, refunds, and bad debts.
(f) Taxes; Withholdings. Affiliate is solely responsible for payment of any and all taxes and withholdings from any Commissions, whether pursuant to any federal, state, or local tax, VAT, social security, unemployment insurance, worker’s compensation law or other federal, state or local law now in force or later enacted.
(g) Commission Limitations. No Commission will be earned:
i. in instances of self-referral;
ii. such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction;
iii. the Affiliate Lead has been obtained by fraudulent means, misuse of the Affiliate Link, misuse of the Affiliate Dashboard, or by any other means that we deem to breach the spirit of this Agreement; or
iv. in other scenarios determined by Manage It in its sole discretion.
5. Affiliate Rules
To participate in the Affiliate Program, you must comply with the following Rules. If Manage It determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement.
(a) Responsibility for Agents. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate.
(b) Compliance with Laws. Affiliate responsible for compliance with all applicable laws and regulations. Affiliate may only publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Manage It retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
(c) Disclosure Requirement. On any website that Affiliate advertises any Manage It Service, Affiliate must plainly display disclaimer language, such as: “Disclosure: I am not an agent or employee of Manage It and have no authority bind or represent Manage It. I receive referral payments from Manage It. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by Manage It, LLC or any of its subsidiaries, agents, or assigns.
(d) Non-Disparagement. Affiliate agrees that Affiliate shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Manage It or any employees or officers now or in the future. Affiliate may not make any negative comment about a competitor for the purpose of promoting Manage It products or services.
(e) Third Party Platforms. If Affiliate advertises on any social media platform, Affiliate must comply with all rules imposed by each social media platform, including for advertisements and promotions. Affiliates may run paid advertising campaigns as long as they are otherwise in compliance with the terms of this Agreement, all terms and conditions related to the PPC platform, and any applicable laws and regulations.
(f) Promotional Restrictions. Affiliate is not permitted to engage in any unlawful or deceptive actions, including with respect to search engine optimization, cookie stuffing, pop-ups, or false or misleading links. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes in return for a response to an advertisement. Affiliate may not promote through a sub-affiliate network.
6. Affiliate Representations and Warranties
Affiliate represents and warrants that:
(a) Affiliate will be solely responsible for all costs, expenses, losses, and liabilities incurred, and activities undertaken by Affiliate in connection with this Agreement.
(b) Affiliate will use the Manage It Dashboard and the Affiliate Links only for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations.
(c) Affiliate will not use the Manage It Dashboard or the Affiliate Links for any unlawful or illegal activity, nor to commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
(d) Affiliate will not infringe any intellectual property, publicity, privacy, or other rights of any person or entity.
(e) Affiliate will not create any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
(f) Affiliate will not use any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer routines that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
(g) Affiliate will not use software or technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
(h) The execution, delivery and performance by Affiliate of this Agreement are within Affiliate’s legal capacity and power; have been duly authorized by all requisite action on Affiliate’s part; require the approval or consent of no other persons or entities; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which Affiliate is subject or which is binding upon Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to Affiliate or binding upon Affiliate.
7. Termination of Service
Manage It reserves the right to modify or discontinue, temporarily or permanently, the Manage It Services or the Manage It Affiliate Program (or any part thereof) with or without notice at any time. Affiliate agrees that Manage It shall not be liable to Affiliate or to any third party for any modification, suspension, or discontinuance of any service.
8. Intellectual Property
Manage It owns all right, title, and interest to the Manage It Intellectual Property. No license to any software or the Manage It Services is granted by this Agreement. Affiliate does not have, and will not acquire, any right, title, or interest in or to any Manage It Intellectual Property. Manage It may provide you with a limited license to use certain trademarks, logos, and marketing materials to be used solely in connection with your participation in the Affiliate Program. You agree that nothing in this Agreement gives you any right, title, or interest in such materials other than the right to use the materials in accordance with this Agreement and in Our sole discretion.
9. Limitation of Liability
(a) In General. Manage It will not be liable to Affiliate or any third party for any consequential, incidental, indirect, punitive, or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to or connected with Affiliate’s use of the Manage It Services, under any theory of liability, and even if advised of the possibility of such damages. Manage It aggregate liability in connection with this Agreement will in all events be limited to the greater of one hundred dollars ($100.00 USD) or one-half (50%) of the Commissions paid by Manage It to Affiliate in the prior six (6) months before the claim arose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to Affiliate. In such jurisdictions, Manage It liability to Affiliate is limited to the fullest extent permitted by law.
(b) Third Parties. Manage It may use third-parties to provide certain services accessible through the Manage It Services and will not be liable to Affiliate for third-party acts or omissions.
(c) Software / Service Disruption. Manage It makes no guarantee as to the availability of its software or services and does not guarantee that its website or its software will be accessible at all times. Service outages or the inability to access the Manage It Dashboard or other services may occur for many reasons. Affiliate acknowledges and agrees that Manage It shall not be responsible for any losses or damages of any kind that may be suffered by Affiliate as a result of any service interruptions or outages.
(d) Warranty Disclaimer. THE MANAGE IT SERVICES, THE AFFILIATE LINKS, THE AFFILIATE PROGRAM, AND THE AFFILIATE DASHBOARD ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MANAGE IT MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND RELATING TO THE MANAGE IT ADDON AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
(e) Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE DASHBOARD HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, MANAGE IT SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
10. General Release
Affiliate hereby releases Manage It and its owners, officers, directors, managers, representatives, affiliates, successors, assigns, agents, subsidiaries, shareholders, employees, and business partners from any and all claims, demands and damages of every kind and nature, known and unknown, arising out of, relating to, or in any way connected with Affiliate’s use of the Manage It Services. If Affiliate is a resident of California, Affiliate waives California civil code § 1542 which states “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
11. Indemnification
Affiliate hereby agrees to indemnify and hold Manage It and its owners, managers, members, shareholders, directors, officers, employees, representatives, agents, subsidiaries, affiliates, successors, agents, business partners and assigns (the “Releasees”) harmless from and against any and all damages, losses, costs or expenses (including, without limitation, attorneys’ fees and costs at trial and on appeal) incurred in connection with any third-party suit, claim, demand or action brought against any of the Releasees arising from or relating to Affiliate’s use of the Manage It Services, Affiliate Content, Affiliate’s representations and warranties, or Affiliate’s breach of this Agreement (individually and collectively a “Claim”). Manage It has the right to control the defense, settlement, and resolution of any Claim, at Affiliate’s sole cost and expense. In no event may Affiliate settle or otherwise resolve any Claim without Manage It express written permission. Manage It may withhold any and all Affiliate Profits due to Affiliate in enforcing Affiliate’s indemnification obligations.
12. Correction of Errors and Inaccuracies
The Manage It Dashboard, Affiliate Links, and related services may contain typographical errors or inaccuracies and may not be complete or current. Manage It reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Such errors, inaccuracies or omissions may relate to Commissions, Percentages Earned, pricing, availability, and other terms.
13. Term / Termination
(a) Term. This Agreement shall commence upon acceptance by Affiliate and shall continue until terminated as set out herein.
(b) Termination. Manage It may terminate this Agreement at any time. Affiliate may terminate this Agreement by providing thirty (30) days’ written notice to Manage It. If Manage It updates or replaces the terms of this Agreement, Affiliate may terminate this Agreement on five (5) days written notice to Manage It, provided that Affiliate send written notice of termination within ten (10) days after Manage It sends Affiliate notice of the change. This Agreement will terminate automatically and immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
(c) Effects of Termination. Upon termination or expiration, you will immediately discontinue all use of our trademarks and references to this Affiliate Program from your website(s) and other collateral. If Affiliate has breached this Agreement, no Commissions will be paid after termination. If Affiliate has not breached this Agreement, Affiliate will be paid on all Commissions earned prior to termination. Regardless of the reason for termination, no Commissions will be paid on any activity or sign ups occurring after termination.
14. Miscellaneous
(a) Independent Contractor. Affiliates are independent contractors of Manage It. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between Manage It and You by virtue of this Agreement. You have no right to act on behalf of or bind Manage It in any way, nor share in the profits or losses of Manage It. 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.
(b) Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Dashboard and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Dashboard have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
(c) Notices. Affiliate consents to receive communications from Manage It electronically. Manage It will communicate with Affiliate by e-mail or by posting notices on the Affiliate Dashboard. Affiliate agrees that all agreements, notices, disclosures, and other communications that Manage It provides to Affiliate electronically satisfy any legal requirement that such communications be in writing.
(d) Non-Exclusivity. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third-parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
(e) Entire Agreement. This Agreement constitutes a single integrated contract expressing the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings, negotiations, or agreements, written or oral, express, or implied. This Agreement may not be amended except in writing signed by all parties. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement.
(f) Survival. The parties’ obligations under this Agreement, which by their nature are intended to continue beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. Without limiting the generality of the forgoing, Sections 6, 8, 9, 10, and 11 shall survive the termination or expiration of this Agreement.
(g) Governing Law / Jurisdiction. This Agreement will be governed and interpreted in accordance with the internal laws of the State of Nevada applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws. This Agreement is governed by a mandatory arbitration clause set out below, however, if a court is necessary in whole or in part to enforce this Agreement, Affiliate and Manage It consent and submit to the sole and exclusive jurisdiction of the state and federal courts located in Clark County, Nevada and waive any objection to personal jurisdiction, to venue, or to convenience of forum.
(h) Disputes. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Las Vegas, Nevada, before one arbitrator. At the option of the first to commence arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The arbitrator may not award any consequential, indirect, exemplary, special, or incidental damages arising from or relating to Affiliate’s use of the Manage It Services (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss). Judgment on the Award may be entered in any court having jurisdiction. Affiliate and Manage It will each pay one-half of the costs and expenses of such arbitration, and each of the parties will separately pay their attorney’s fees and expenses. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court in Clark County, Nevada to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
(i) Class Action Waiver. AFFILIATE AGREES THAT ANY ARBITRATION SHALL BE CONDUCTED IN AFFILIATE’S INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND AFFILIATE EXPRESSLY WAIVES AFFILIATE’S RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. AFFILIATE AND MANAGE IT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
(j) Force Majeure. Neither Party shall be liable nor deemed to be in default for any delay, interruption or failure in performance under this Agreement deemed resulting, directly, or indirectly, from Acts of God, civil or military authority, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, riots, civil disturbances, strike or other work interruptions by either Party’s employees, or any similar or dissimilar cause beyond the reasonable control of either Party. However, both Parties shall make good faith efforts to perform under this Agreement in the event of any such circumstance.
(k) Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
(l) Relationship of Parties. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither Party will have the power to bind the other Party or to incur any obligations on its behalf, without the other party’s prior written consent.
(m) No Third-Party Beneficiaries. The obligations created by this Agreement shall be enforceable only by the Parties hereto, and no provision of this Agreement is intended to, nor shall any provision be construed to create any rights for the benefit of or enforceable by any third-party.
(n) Electronic Signatures. All electronic signatures shall have the same force and effect as original signatures.
BY CLICKING TO ACCEPT OR AGREE (OR CHECKING A BOX INDICATING THAT THAT YOU ACCEPT OR AGREE), AFFILIATE ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT.