General Proofreading (PA)

Proofread Anywhere LLC
Affiliate Agreement

Please read the entire Affiliate Agreement carefully. This is a legal agreement between you and Proofread Anywhere LLC.

By registering your affiliate account or otherwise participating, attempting to participate or continuing to participate in the promotional marketing (herein referred to as “Promotion”) of “General Proofreading: Theory and Practice”, “Transcript Proofreading: Theory and Practice”, “Work-At-Home School” or any other future product offered by Promoter (individually and together referred to herein as “Product(s)”) conducted by Proofread Anywhere LLC. and its subsidiaries (“Promoter”), you (“Affiliate”) agree that you have read, understand and agree to the terms of this Agreement without change (“Agreement”) and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. Please note that throughout this Agreement, “we,” “us,” and “our” refer to the Promoter, and “you,” and “your” refer to the Affiliate. This Agreement contains the complete terms and conditions that apply to you as an Affiliate in the Promotion. This Agreement incorporates our Terms of Service and Privacy Policy, as amended (located on the Promoter’s website at https://proofreadanywhere.com) herein as if it were set forth here in full.

1. OBLIGATION OF THE AFFILIATE

a) To be eligible to participate in the Promotion, you must be at least eighteen (18) years old, have a valid tax identification number or social security number, and must complete IRS Form W-9 if you reside in the United States of America or IRS Form W-8BEN if you reside outside of the United States of America. To begin the enrollment process, you will create and register an affiliate account on Proofread Anywhere Affiliate Access (located at https://bcpmedia.everflowclient.io/affiliate/signup). During the registration process you will be asked to provide certain information. In providing this information, you represent and agree that all information is, and will remain, truthful and current. IF YOU ARE AN AFFILIATE THAT IS ALREADY REGISTERED WITH THE PROMOTER, THEN YOU ARE NOT REQUIRED TO RE-REGISTER AS AN AFFILIATE AND YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR EMAIL NOTICE TO THE PRIMARY EMAIL CURRENTLY ASSOCIATED WITH YOUR AFFILIATE ACCOUNT, WITH A COPY OF THIS AGREEMENT ATTACHED, SHALL CONSTITUTE BINDING ACCEPTANCE BY YOU OF THIS AGREEMENT. IF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THESE TERMS BY SENDING NOTICE TO US VIA EMAIL TO AFFILIATE@PROOFREADANYWHERE.COM WITHIN SEVEN (7) CALENDAR DAYS OF OUR EMAIL NOTICE TO YOU. If you consent to this Agreement, then you do not need to take any further action.

b) The purpose of this Agreement is to allow you, through the dedicated URL code we provide to you (herein referred to as “Link(s)”), to link between your content and Promoter’s website. The fact that we auto approve applications does not prohibit us from rejecting, denying or canceling your affiliate account at our sole discretion. We reserve the right, at any time, to determine whether you are eligible to participate in the Program

c) You shall promote the Product in accordance with the terms of this Agreement. Any violation of these terms shall constitute a material breach of this Agreement, and this Agreement shall immediately terminate without notice, and you shall forfeit all paid and future commissions as partial compensation for damages suffered by Promoter.

d) You shall promote and market the Product using only promotional materials supplied by us or content approved by us. Promotional material (for e.g., emails, landers, ads, social media posts) must be consistent with the Product’s branding and shall not be false or misleading.

e) You shall direct all potential customers of the Products to the Promoter via the Link(s).

f) You agree to conduct yourself in compliance with all applicable law, rules, and regulations, including without limitation, CAN-SPAM.

g) You may not market the Products, whether directly or indirectly, to persons 13 years of age or younger. You must fully comply with the Children’s Online Privacy Protection Act (COPPA), 15 U.S.C. § 6501 et seq., and regulations promulgated thereunder.

2. COMMUNICATION RULES

a) In your communications with the public and third parties concerning your relationship with us, the Product and the Promotion, you must clearly disclose that you are an affiliate in a manner consistent with the U.S. Federal Trade Commission’s material connections disclosure requirements per 16 C.F.R.§ 255.0 et seq. You shall not misrepresent or imply that the relationship is a partnership, joint venture, endorsement of your business, or the like.

b) Your eligibility to participate in the Promotion depends on several things, including how you promote the Products. We reserve the right, in our sole discretion and without explanation to you, to reject your registration or cancel your participation in the Promotion. You agree and understand that if your marketing, websites, emails or any other communications is deemed Inappropriate (as set forth below) at the sole discretion of the Promoter, you will be in breach of this Agreement.
“Inappropriate” means:
i. containing, promoting or linking to sexually explicit or violent material;
ii. promoting, depicting or linking to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
iii. containing unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable material;
iv. incorporating any materials which violate intellectual property rights or other rights of third parties;
v. containing information regarding, promoting or linking to a site that provides information or promotes illegal activity;
vi. using or embedding Promoter’s videos, images, banners, likeness, brand name or website in a way that may cause a consumer to be confused about the source and ownership of the material, including creating or designing a website in any manner which leads consumers to believe you are the Promoter;
vii. offering a cash incentive or discount on Products without our consent;
viii. collecting personal information about visitors without their knowledge;
ix. engaging in fraudulent, unfair, or deceptive practices;
x. using negative content to promote the Products; and
xi. for any other reason that Promoter deems inappropriate.

3. LINKS AND MARKETING

a) Promoter will provide you with Links as well as content to promote and offer the Product to your customers via your website(s), correspondence and emails. The Link allows us to accurately keep track of all visitors from your content to ours.

b) You may ONLY utilize the Links provided by the Promoter on marketing material, websites, emails and other online properties owned or maintained by you.

c) You may NOT post the Links on websites not owned by you except via social media pages controlled by you.

d) We reserve the right, at any time, to review your promotion and offering of the Product, your Link placement, and require you to make changes to comply with these guidelines.


4. SPAM AND UNSOLICITED EMAIL

Certain forms of advertising are always prohibited by us. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. You agree to abide by all Federal Trade Commission Guidelines and the U.S. Federal CAN-SPAM Act. Other generally prohibited forms of advertising include the use of unsolicited commercial email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. 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 mail a customer to promote the Products so long as the recipient is already a customer or subscriber of your services or website, and the recipient has the option to remove himself or herself from future mailings. At all times, you must clearly represent yourself and your website(s) as independent from us.

5. INVESTIGATIONS BY LAW ENFORCEMENT OR GOVERNMENT AGENCIES

a) Promoter reserves the right to reject any Affiliate registration or immediately terminate any Affiliate from the Promotion who has ever been investigated by any law enforcement or government agency for the Affiliate’s marketing or advertising practices. You must make full disclosure to the Promoter of any such investigations, including the results of such investigations so that the Promoter can make an informed decision as to whether you are eligible to participate in the Promotion.

b) If your registration is approved, you must also make full disclosure to the Promoter immediately of any such investigations that occur while this Agreement remains effective.

6. DATA SECURITY

You shall comply with all applicable data protection laws regarding the storage, use and transmission of data.

7. EARNING DISCLAIMER

a) You have independently evaluated the desirability of participating in the Promotion and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. You accept and agree that you are fully responsible for your progress and results from your participation in this Promotion. We offer no representations, warranties or guarantees verbally or in writing regarding your earnings or results. By participating in this Promotion, you understand because of the nature of the Promotion, the results experienced by each person may significantly vary.

b) You understand that we may at any time (directly or indirectly) enter into relationships on terms that may differ from those contained in this Agreement. We may also enter into agreements with third parties that compete with you.

c) We make no warranties of the operation of our website or services and will not be liable for the consequences of any interruptions, down time or errors.

d) Our website(s), Products and offerings contain general information and are not intended to be legal advice, tax advice, investment advice, or financial planning advice. We make no guarantees or promises of actual performance.

e) This Promotion is not a “business opportunity” for purposes of the U.S. Federal Trade Commission’s Business Opportunity Rule, 16 C.F.R. § 437.1 et seq.

8. COMMISSIONS PAYMENTS

a) After registering with us, you will receive a Link which you will use to promote and advertise the Products. When an individual person clicks through the Link, a cookie will be set in their browser with your Affiliate code and their IP address may also be logged with your Affiliate code. During that visit to our website or a later visit that is within ninety (90) days of the first Link click, when a purchase of a Product is made, the commission will be credited for the sale based on the existence of the cookie and the Affiliate code.

b) In order to receive proper credit for sales of Products, an individual person must purchase the Products through your Link.

c) All commissions for Product sales are calculated based on the net transaction. In other words, all taxes, shipping, and payment processing fees are first deducted from the sums collected from the customer. The remaining amount is a commissionable sale. The commission rate for which you were approved is then applied to the sale to determine the amount due to you.

d) The Promoter may also charge a per transaction fee for every transaction processed. Payment of commissions for Product sales is dependent upon customer providing such funds to Promoter, and therefore, you agree that Promoter shall not be liable to you for commissions to the extent that Promoter has not received such funds from the customer (for e.g., if customer chooses to pay for the Product in installments, your commission rate will be calculated based on our receipt of each full installment payment from the customer). Please note that if payment plans for Products are sent to collections (or if it takes us more than four (4) weeks to bring the payments from a customer for a purchased Product current), then the Promoter does not pay commissions, and you also agree you are not owed a commission under such circumstances, on such sales of Products, regardless of whether the Promoter is eventually paid for the purchase of such Products. You will not be paid commissions for any sales that the Promoter, in its sole and absolute discretion, determines is ineligible, including, but not limited to, because it results from spam, purchasing search advertising that targets or serves impressions to search engine visitors based on the trademark(s), brandmark(s) or Product name(s) of the Promoter, cloning other affiliate site’s content or promotional materials, forcing clicks, “cookie stuffing” or “cookie dropping”, spoofing, spyware, adware, typosquatting, URL hijacking domains, stolen data used for lead generation, credit card fraud, or returned Product.

e) If a sale is canceled, refunded, charged back or never fully paid for any reason, you will owe us for those commissions paid to you and we have the option to offset such amounts from future commission payments owed to you.

f) If a customer clicks on links of multiple affiliates, the affiliate that is associated with the last link clicked by the customer that results in the sale of the Product will be the affiliate who is credited with the sale of the Product. For each sale of a Product, only one commission may be credited to an affiliate. Promoter does not split commissions.


g) You may not purchase the Product for your personal, non-commercial use through the Link and receive commission for the sale of the Product.

h) Your commissions are determined in the sole discretion of the Promoter.

i) Commission payments will be sent to you by the Promoter via PayPal and shall be reduced in the amount equal to the PayPal fees associated with the processing and distribution of commissions.

j) Promoter makes every reasonable effort to accurately track and pay commissions for all Product sales but will NOT be held liable for any technical difficulties, outside events, actions by other affiliates or other uncontrollable events that may disrupt or interfere with Promoter’s ability to track sales or pay commissions.

k) If you have an outstanding balance due to us under this Agreement or any other agreement between you and the Promoter, whether or not related to the Promotion, you agree that Promoter may offset any such amounts due to Promoter from amounts payable to you under this Agreement.

9. ORDER PROCESSING

We will solely be responsible for processing orders for Products. Customers who purchase Products will be deemed to be customers of Promoter. Prices and availability of our Products may vary from time to time. The Promoter will always determine the price paid by the customer for a Product. You are not allowed to offer any refunds, credits or discounts to our Products without the prior written consent of the Promoter. The Promoter reserves the right to reject any order that does not comply with our rules, operating procedures and policies.

10. NO TRANSFER OF INTELLECTUAL PROPERTY

a) Once you are approved, and so long as you remain eligible to participate in the Promotion, the Promoter grants you the non-exclusive, revocable, limited, non-transferable license to use the content that the Promoter provides to you and the right to access the Promoter’s website through the Links solely in accordance with the terms of this Agreement. You do not have any intellectual property rights in any of the content or Links. You may not use ANY of the Promoter’s materials without obtaining full disclosure and permission from us, except for those materials specifically provided by the Promoter for your use. All intellectual property, including Promoter’s copyrighted materials, trademarks, trade secrets and service marks shall remain the sole and exclusive property of the Promoter. No transfer of these rights is granted or implied.

b) Furthermore, any data that is collected or generated through your efforts, use, or participation are deemed to be confidential information of the Promoter and become wholly owned by us. This information is proprietary to us and is considered a trade secret.

c) You agree not to use our Links or materials in any manner that may portray us in a negative light.

d) You shall not:
i. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Promoter by any person or entity;
ii. take any action that could reasonably cause a likelihood of confusion as to your relationship with Promoter;
iii. frame your website to look like the Promoter’s website or to utilize the Promoter’s branding in any way that would cause a likelihood of confusion with customers or the general public as to who is hosting or promoting such a website;
iv. seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of the Promoter or the Products or the trade or service marks or names of Promoter’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Promoter; or
v. seek to purchase or register any domains or other identifiers that include variations on the trade or service marks, or names of the Promoter or Products intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute a typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Promoter.

11. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, sales representative, franchise, or employment relationship between you and us. Affiliate is an independent contractor and responsible for any and all federal, state, local, and/or foreign income taxes, self-employment taxes, sales tax, including federal and state withholdings, social security tax, federal, state and local licenses, fees, public liability and workman’s compensation insurance.

12. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
a) You have reviewed and understand this Agreement and agree to be bound by its terms.

b) Your acceptance of this Agreement and participation in the Promotion will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your organizational documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c) You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.

d) You are at least eighteen (18) years of age.

e) Each referred customer is valid, genuine, and unique.

13. CONFIDENTIALITY

a) You agree to keep Confidential Information (as defined below) in the strictest confidence and NOT to, for any purpose outside the terms of this Agreement, share, use, copy, adapt, alter, distribute, duplicate, or part with possession of any of the Promoter’s Confidential Information which is not directly approved by the Promoter in writing, or any Confidential Information that is disclosed or otherwise comes into its possession under or in relation to this Agreement. Confidential information includes, but is not limited to: sales figures, commission rates, software passwords, Promoter list size, list contents, ideas, stories, activities, curriculum, event format, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer financial information, personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including, but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, and other similar information that is proprietary to and confidential information of the Promoter.

b) Confidential Information shall not include information that is (a) already lawfully known to or independently developed by the Affiliate, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, you are hereby authorized to deliver a copy of any such information (1) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (2) to your accountants, attorneys, or other agents on a confidential basis, and (3) otherwise as required by applicable law, rule, regulation, or legal process.

c) All customer information collected during the Promotion shall be owned by the Promoter. Affiliate shall not disclose the terms of this Agreement to any third party unless required by law.

d) Further, you agree that if you violate, or if Promoter believes you will violate the confidentiality section of this Agreement, the Promoter will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

14. INDEMNIFICATION AND LIABILITY

a) You hereby agree to indemnify and hold harmless Promoter 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 you have infringed 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 website or communication, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

b) THE PROMOTER WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF THE PROMOTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

15. TERMINATION AND MODIFICATION

a) Promoter may terminate this Agreement at any time upon notice to you. Additionally, this Agreement will terminate immediately upon your breach of this Agreement. Termination for breach or violation of the law shall also result in forfeiture of any commission owed and disgorgement of commissions already paid. Except as set forth in Section 15 b) below, you must give thirty (30) days written notice to the Promoter to terminate this Agreement. Upon termination, you will immediately cease your participation in the Promotion and remove any Links, offers, and content that we have provided to you. Once terminated, you will forfeit any rights to any compensation from the date of termination. Additionally, following termination of this Agreement, you agree that the Confidentiality and Indemnification provisions above will remain in effect for perpetuity.

b) We may modify this Agreement at any time, and if we do so, we will notify you by sending a notice to the primary email associated with your account. If you do not agree to the modification, you must immediately terminate this Agreement by sending notice to us via email to affiliate@proofreadanywhere.com. If you continue to participate in the Promotion following an email notification of modification, you are deemed to agree to the modification(s).

16. FORCE MAJEURE

You agree not to hold us liable for any damages related to issues beyond our control, including but not limited to, acts of God, war, terrorism, insurrection, riots, criminal activity, natural disasters, pandemics, disruption of communications or infrastructure, labor shortages or disruptions (including unlawful strikes), shortages of materials, and any other events which are not within our control.

17. ASSIGNMENT
This Agreement may not be assigned by Affiliate. The Promoter may assign or transfer its rights and duties under this Agreement without notice to you.

18. SEVERABILITY
If any provision or covenant, or part thereof, of this Agreement should be held by any court or other legitimate tribunal with appropriate jurisdiction to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.

19. MISCELLANEOUS PROVISIONS

a) You agree that this Agreement is agreed to and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. You have the full right, power, and authority to enter into and be bound by the terms of this Agreement without the approval or consent of any other party. This Agreement constitutes the entire understanding of the parties and may be only modified by Promoter as set forth herein.

b) Except as specifically stated otherwise herein, the parties to this Agreement will submit all disputes arising under this Agreement to arbitration in Kent County, Delaware before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be an attorney admitted to practice law in Florida. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Nothing contained in this Agreement shall prevent a party from obtaining an injunction.

c) In no case shall you have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules. You will not have the right to participate as a representative or member of any class or claimants pertaining to any claim subject to arbitration.

d) Any causes of action or claim you may have with respect to the Promotion or the Promoter must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred.

e) This Agreement shall be construed and interpreted according to the laws of the State of Delaware, without reference to rules governing conflicts of laws. Any action relating to this Agreement must be brought exclusively in Kent County, Delaware. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives.

f) To the extent you have in any manner violated or threatened to violate the Promoter’s intellectual property rights, the Promoter may seek injunctive or other appropriate relief in any court located in Kent County, Delaware, and you consent to the exclusive jurisdiction and venue in such courts.

g) The Promoter’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.

h) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

i) This Proofread Anywhere LLC Affiliate Agreement was last updated on October 2, 2023.

End of Agreement