AFFILIATE PROGRAM TERMS AND CONDITIONS
Agreement Overview
Agreement Date: January 5, 2023
Mindshare Consulting Inc. reserves the right to modify, suspend, terminate, approve, reject, withhold commissions, reject referrals, or discontinue the Affiliate Program at any time and for any reason at its sole discretion.
These Affiliate Program Terms and Conditions ("Agreement") govern participation in the Mindshare Consulting Inc. Affiliate Program ("Program"). By applying to, participating in, or accepting commissions from the Program, you ("Affiliate") agree to be bound by this Agreement.
1. Program Overview
The Program allows approved Affiliates to refer prospective clients to Mindshare Consulting Inc. in exchange for commissions on qualifying sales.
Participation in the Program does not create any partnership, joint venture, franchise, employment relationship, agency relationship, or legal representation between the parties.
Mindshare Consulting Inc. reserves the right to approve, reject, suspend, or terminate any Affiliate at its sole discretion.
2. Affiliate Approval
Submission of an application does not guarantee acceptance.
Mindshare Consulting Inc. may reject any application for any reason, including but not limited to:
- Competitive conflicts
- Reputation concerns
- Marketing practices
- Geographic conflicts
- Prior business history
- Failure to meet Program requirements
Acceptance may be revoked at any time.
Website Design & Development Services
Affiliate shall receive:
- Fifteen percent (15%) commission on the first website project sold to a referred customer.
No commission shall be paid on:
- Website maintenance
- Hosting services
- SSL certificates
- Domain registrations
- Website support
- Website upgrades
- Future redesigns
- Additional projects
- Third party software fees
- Subscription services
Digital Marketing Services
Affiliate shall receive:
- Fifteen percent (15%) commission on the initial marketing agreement only.
No commission shall be paid on:
- Monthly recurring fees
- Renewals
- Additional campaigns
- Future service agreements
- Upsells
- Cross sells
unless expressly approved in writing by Mindshare Consulting Inc.
SEO Services
Affiliate shall receive:
- Fifteen percent (15%) commission on the initial SEO agreement only.
No recurring commissions shall be paid.
Other Services
Commission eligibility for consulting, software development, AI solutions, branding, advertising, custom development, and other services shall be determined solely by Mindshare Consulting Inc.
4. No Recurring Commissions
Unless otherwise agreed in writing, commissions are earned only on the first qualifying sale.
The Affiliate shall not receive commissions on:
- Renewals
- Additional projects
- Maintenance plans
- Hosting
- SSL services
- Future purchases
- Retainers
- Subscription fees
- Additional contracts
The Program is intended to reward the introduction of new business and not provide ongoing revenue sharing.
5. Lead Ownership
All leads submitted to Mindshare Consulting Inc. become the sole property of Mindshare Consulting Inc.
Mindshare Consulting Inc. shall retain all rights to:
- Contact leads
- Market to leads
- Advertise to leads
- Retarget leads
- Cross sell services
- Upsell services
- Maintain lead records
- Add leads to CRM systems
The Affiliate shall have no ownership rights in any lead, prospect, customer, or customer information.
The Affiliate may not demand removal of any lead from Mindshare Consulting Inc.'s marketing, advertising, CRM, or communication systems.
6. Marketing Rights
Affiliate acknowledges that Mindshare Consulting Inc. may use referred customers and prospects for:
- Email marketing
- Digital advertising
- Retargeting campaigns
- SMS marketing
- Social media advertising
- CRM marketing campaigns
- Future promotions
without restriction.
7. Payment Conditions
No commission is earned until:
- The customer signs an agreement.
- The customer pays all invoices in full.
- Funds have cleared.
- No chargeback or refund request exists.
Commissions are calculated solely on funds actually received by Mindshare Consulting Inc.
No commission is earned on:
- Outstanding invoices
- Installment balances
- Unpaid contracts
- Written proposals
- Verbal agreements
Mindshare Consulting Inc. shall never be required to advance commissions.
8. Refunds and Chargebacks
If a customer:
- Receives a refund
- Files a chargeback
- Fails to pay
- Terminates the project
the corresponding commission shall be forfeited.
If a commission has already been paid, Mindshare Consulting Inc. may offset such amounts against future commissions or require repayment.
9. Partnership Requirements
As a condition of participation, Affiliate agrees to:
- Add Mindshare Consulting Inc. as a partner on its website.
- Include a link to https://www.mindshare.consulting.
- Publish at least one social media announcement regarding the partnership.
- Maintain accurate references to Mindshare Consulting Inc.
- Use only approved branding materials.
Failure to comply may result in suspension or termination.
10. Non Competition
During participation in the Program and for twenty four (24) months thereafter, Affiliate shall not:
- Compete with Mindshare Consulting Inc. for referred customers.
- Solicit referred customers.
- Divert referred customers.
- Offer competing services to referred customers.
- Introduce referred customers to competing agencies.
11. Exclusivity
Affiliate may not actively promote, represent, market, or sell competing digital marketing, website development, SEO, advertising, branding, consulting, or technology services without written authorization from Mindshare Consulting Inc.
Mindshare Consulting Inc. reserves the right to terminate any Affiliate who promotes competing services.
12. Non Solicitation
Affiliate shall not directly or indirectly recruit:
- Employees
- Contractors
- Freelancers
- Vendors
- Clients
of Mindshare Consulting Inc. during participation and for twenty four (24) months thereafter.
13. No Misrepresentation
Affiliate may not misrepresent or embellish the relationship between the parties.
Affiliate shall not represent itself as:
- An employee
- A partner
- An owner
- An officer
- A legal representative
- An authorized signer
of Mindshare Consulting Inc.
Affiliate may not make guarantees regarding:
- Pricing
- Performance
- Results
- Timelines
- Deliverables
without written approval.
14. Confidentiality
Affiliate shall keep confidential all:
- Pricing
- Sales processes
- Marketing strategies
- Customer information
- Internal systems
- Business methods
- Proprietary information
This obligation survives termination.
15. Publicity Rights
Mindshare Consulting Inc. may publicly identify Affiliate as a participant in the Program.
Affiliate grants Mindshare Consulting Inc. the right to use:
- Business name
- Trade name
- Logo
- Website URL
- Testimonials
- Case studies
for marketing, promotional, advertising, public relations, and business development purposes without compensation.
16. Affiliate Communications
Affiliate agrees to receive Program related communications.
Such communications may include:
- Program updates
- Policy updates
- Promotional opportunities
- Sales announcements
- Marketing resources
Affiliate agrees not to unsubscribe from Program communications.
Mindshare Consulting Inc. anticipates sending no more than six (6) Program related emails annually.
17. Intellectual Property
All trademarks, service marks, content, graphics, software, documents, proposals, presentations, methodologies, and intellectual property remain the sole property of Mindshare Consulting Inc.
No rights are granted except those expressly provided herein.
18. Fraud and Abuse
Mindshare Consulting Inc. may immediately terminate an Affiliate for:
- Fraud
- Misrepresentation
- False advertising
- Spam
- Trademark violations
- Unethical conduct
- Program abuse
All unpaid commissions may be forfeited.
19. Right to Reject Referrals
Mindshare Consulting Inc. may reject any referral or customer for any reason.
No commission shall be owed unless a referral becomes a paying customer and satisfies all commission requirements.
20. Taxes
Affiliate is solely responsible for:
- Federal taxes
- State taxes
- Local taxes
- Reporting obligations
Mindshare Consulting Inc. may require tax documentation before issuing payments.
21. Disclaimer of Warranties
The Program is provided on an "as is" and "as available" basis.
Mindshare Consulting Inc. makes no guarantee regarding:
- Earnings
- Commissions
- Revenue
- Lead quality
- Conversion rates
- Business opportunities
Participation does not guarantee income.
22. Limitation of Liability
To the fullest extent permitted by law, Mindshare Consulting Inc., its owners, officers, directors, employees, contractors, affiliates, successors, and assigns shall not be liable for:
- Lost profits
- Lost revenue
- Lost commissions
- Lost opportunities
- Business interruption
- Data loss
- Indirect damages
- Consequential damages
- Special damages
- Incidental damages
- Punitive damages
regardless of the legal theory asserted.
Under no circumstances shall the aggregate liability of Mindshare Consulting Inc. exceed the total commissions paid to Affiliate during the preceding twelve (12) months.
Affiliate expressly waives any claim exceeding such limitation.
23. Indemnification
Affiliate agrees to defend, indemnify, and hold harmless Mindshare Consulting Inc. from any claims, losses, liabilities, damages, costs, expenses, settlements, judgments, penalties, and attorney fees arising from:
- Affiliate conduct
- Affiliate marketing activities
- Breach of this Agreement
- Violations of law
- Misrepresentations
24. Modification of Program
Mindshare Consulting Inc. reserves the right to:
- Modify commissions
- Modify requirements
- Modify policies
- Modify payment terms
- Modify eligibility criteria
- Suspend the Program
- Terminate the Program
at any time.
Continued participation constitutes acceptance of such modifications.
25. Arbitration and Governing Law
This Agreement shall be governed by the laws of the State of Texas.
Any dispute arising from this Agreement shall be resolved through binding arbitration in Travis County, Texas.
Affiliate waives any right to participate in a class action lawsuit or class arbitration.
26. Force Majeure
Mindshare Consulting Inc. shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including:
- Natural disasters
- Internet outages
- Government actions
- Labor disputes
- Pandemics
- Utility interruptions
- Cybersecurity incidents
27. Termination
Mindshare Consulting Inc. may terminate Affiliate participation at any time with or without cause.
Upon termination:
- All licenses immediately terminate.
- Future commissions cease.
- Promotional materials must be removed.
- Confidentiality obligations survive.
28. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements relating to the Affiliate Program.
Participation in the Program constitutes acceptance of all terms and conditions set forth herein.
