Affiliate Agreement

Heads-Up Learning
(“Agreement”)

This Affiliate Marketing Agreement (“Agreement”) is entered into as of the Effective Date (defined below) by and between:

  • Heads-Up Learning, a business specializing in relationship counseling, motivational coaching, and publishing, with its principal affiliate program website at https://lglearning.heads-zup.com (hereinafter referred to as the “Company”),
    and
  • The undersigned individual or entity participating in the Company’s affiliate program (hereinafter referred to as the “Affiliate”).

Collectively referred to as the “Parties” and individually as a “Party.”

  1. Purpose of Agreement

The purpose of this Agreement is to establish a mutually beneficial partnership whereby the Affiliate promotes and markets the Company’s Love & Growth Series (7 books) and Transform Your Life Series (3 books) (the “Products”), Any Subsequent Publication for both Series, and earns commissions on qualifying sales generated through the Affiliate’s promotional efforts.

  1. Affiliate Obligations

The Affiliate agrees to:

  • Promotional Activities: Promote the Products through ethical, legal, and professional marketing methods, including blogs, websites, email marketing, and social media.
  • Brand Guidelines: Use only Company-approved logos, banners, images, and promotional materials without alteration, unless explicitly authorized in writing.
  • Prohibited Activities: The Affiliate shall not:
    • Engage in misleading, deceptive, or illegal advertising practices.
    • Use spam, unsolicited commercial emails, or unauthorized paid ads (including bidding on Company trademarks or product names in search engines).
    • Misrepresent the Products or make false claims regarding their benefits.
  • Compliance: Abide by all applicable digital marketing laws, including but not limited to the FTC Endorsement Guidelines, CAN-SPAM Act, and applicable data protection regulations.
  • Tracking: Ensure all promotional links are properly integrated with Company’s tracking system to ensure accurate commission attribution.
  1. Company Obligations

The Company agrees to:

  • Provide the Affiliate with access to a secure real-time affiliate dashboard for performance tracking.
  • Supply marketing materials, including banners, product descriptions, and promotional guidelines.
  • Pay commissions as outlined in Section 4 below.
  • Maintain accurate records of Affiliate-referred sales and ensure timely reporting.
  1. Commission Structure & Payment Terms
  • Commission Rate: The Affiliate will earn 50% commission on each verified Product sale generated through their unique affiliate link.
  • Payment Threshold: Payments will be issued when Affiliate earnings reach a minimum of $100 USD.
  • Payment Schedule: Commissions are paid monthly, within 30 days after the close of the month in which sales were made.
  • Method of Payment: Payments shall be made via PayPal.
  • Chargebacks/Refunds: Any refunded or chargeback sales will be deducted from commission totals.
  • Incentives: The Company reserves the right to offer performance-based bonuses or higher-tier commissions to top-performing affiliates.
  1. Intellectual Property Rights
  • All rights, title, and interest in the Products, Company branding, marketing materials, and proprietary content remain the sole property of the Company.
  • The Affiliate is granted a limited, non-exclusive, revocable license to use Company-provided materials solely for the purpose of promoting the Products under this Agreement.
  • The Affiliate shall not copy, reproduce, alter, or create derivative works of Company content without express written consent.
  1. Confidentiality & Data Protection
  • The Affiliate agrees to maintain strict confidentiality regarding any non-public business, financial, or strategic information shared by the Company.
  • Both Parties shall comply with all applicable data privacy regulations (including GDPR and CCPA, where applicable) in handling customer and affiliate data.
  • Customer data generated from sales remains the exclusive property of the Company.
  1. Term & Termination
  • Term: This Agreement shall commence on the Effective Date and remain in effect until terminated.
  • Termination by Either Party: Either Party may terminate this Agreement upon 14 days’ written notice.
  • Immediate Termination: The Company may terminate immediately if the Affiliate:
    • Breaches this Agreement.
    • Engages in unethical or illegal conduct.
    • Harms or misrepresents the Company’s brand or reputation.
  • Upon termination, the Affiliate must immediately cease use of Company intellectual property and promotional materials.
  1. Liability & Indemnification
  • Limitation of Liability: The Company shall not be liable for indirect, incidental, or consequential damages arising from this Agreement.
  • Indemnification: The Affiliate agrees to indemnify, defend, and hold harmless the Company from any claims, damages, liabilities, or expenses (including attorney fees) arising from the Affiliate’s marketing activities, breach of this Agreement, or violation of applicable laws.
  1. Governing Law & Jurisdiction

This Agreement shall be governed by and construed under the laws of the State of Florida, USA, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Florida.

  1. Miscellaneous
  • Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements.
  • Amendments: Any modifications must be made in writing and signed by both Parties.
  • Independent Contractors: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employment relationship.
  1. Signature Section

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Heads-Up Learning
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________

Affiliate
By: ____________________________
Name: __________________________
Title/Role: _______________________
Date: ___________________________

By joining, you agree to the full Affiliate Marketing Agreement, which governs all details of the program.

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