Online Sellers Circle provides businesses and individuals the opportunity to become an autonomous Online Sellers Circle Affiliate Partner (“Affiliate”). Affiliates are able to earn additional income from the Online Sellers Circle courses and services that they sell to other users. Online Sellers Circle has the right to determine the amount of money each Affiliate will be paid in exchange for the Affiliate’s referrals. Affiliate commission is discussed in more detail in Section 3 of this Agreement.
This Affiliate Agreement (“Agreement”) controls your operation within the Online Sellers Circle Affiliate program. When you click “I Accept” and submit, you accept the terms of this Agreement, you affirm that you have read this Agreement and understand its contents, and understand that you are bound by its terms.
All references to “Online Sellers Circle” in this Agreement mean and refer to Online Sellers Circle LTD. All references to “You” and “Your” signify the person or entity who has executed this Agreement. Online Sellers Circle and You are each mentioned herein as a “Party,” and collectively as the “Parties.”
You must complete Your Affiliate application and submit all information requested by Online Sellers Circle before you are an eligible Affiliate. By submitting the application, You assert that all information provided therein is honest and accurate. You recognize that Online Sellers Circle has complete discretion to decide whether You can be a part of the Online Sellers Circle’ Affiliate program. By submitting the application, you consent to Online Sellers Circle contacting you at the email address You provide in Your application about Your application and the Affiliate program in general.
If You are approved by Online Sellers Circle to become an Affiliate, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Online Sellers Circle. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.
If an Affiliate brings Online Sellers Circle a new user (Sold Account) and that new user remains in good standing for thirty (30) days after the Sale, the Affiliate will be paid a commission for each Sold Account that generates a payment to Online Sellers Circle in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 1st and 15th of each month following Online Sellers Circle’s receipt of payment for a Sold Account, subject to the other terms of this Agreement. In the event the 1st or 15th of each month falls on a holiday, Commission payments will be paid on the next business day following the holiday. All Commission payments are based on the amount of fees received by Online Sellers Circle, less VAT.
All approved Affiliates will receive a 25% commission for the Sold Accounts that remain in good standing for thirty (30) days after the Sale. All Commissions will be paid in US Dollars (USD). Some payment methods may incur processing fees that may be deducted from Your Commissions payment.
In order to receive Commissions, the Affiliate will need to register with PayPal to receive payment of Commissions. This means You are authorizing third party companies to contact You. Before You receive any Commission, You must provide Online Sellers Circle with your PayPal ID, as instructed by Online Sellers Circle, as well as any supplemental information requested by Online Sellers Circle or its third-party payment provider. You will be deemed to have permanently waived all rights to Commissions that were earned more than 90 days if you do not provide payment ID details. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the necessary governing bodies.
Affiliates will not earn Commission on payments made on Affiliate’s own user account(s). Affiliates are not authorized to open an Online Sellers Circle account under the name of a fictitious person, another person, or another entity for the purpose of obtaining Commissions. Affiliates may not pay for another person’s or entity’s account in order to earn Commission. Affiliates are not authorized to offer cash incentives to acquire Sales.
Commissions are only paid for confirmed transactions, which occur when Online Sellers Circle obtains payment for a Sale. If payment for a Sold Account later results in a refund, and if a Commission was paid to You for that Sold Account payment, then that Commission will be deducted from Your future Commissions. Additionally, any money owed to Online Sellers Circle by an Affiliate for the program itself will be deducted from Affiliate’s commission compensation if Affiliate fails to make a timely payment to Online Sellers Circle for the program they chose.
If Online Sellers Circle determines that any Sale was procured by misrepresentation, fraud, or as a result of a violation of this Agreement or an applicable law, no Commission will be paid for such Sale, and Online Sellers Circle may terminate this Agreement immediately without Online Sellers Circle having any liability to You.
TERM AND TERMINATION
The term of this Agreement begins when (i) You click “I Accept” and submit; or (ii) Your participation in the Affiliate program is approved (whichever happens first). Your participation in the Online Sellers Circle Affiliate program will be on a month-to-month basis unless or until it is terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving written notice to the other Party at least thirty (30) days prior to the termination. If You fail, or we believe that You have failed to comply with any term or provision of this Agreement, or violated any law, whether in connection with Your use of Online Sellers Circle or otherwise, we may terminate the Agreement at any time without notice to You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Section 2 of the Addendum. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions owed to You or that may in the future be owed to You without any further liability by Online Sellers Circle to You.
In the event that this Agreement is terminated, all provisions that, by their nature, should survive, will survive. These may include, but are not limited to, all limitations of liability, indemnity obligations, disclaimers of warranties, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination of this Agreement.
ADDITIONAL REPRESENTATION AND WARRANTIES
In addition to all aforementioned representations and warranties, You also state and warrant that there are no prior or pending government investigations or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit at any point after this Agreement is executed, You are required to notify Online Sellers Circle of the same within 48 hours. Online Sellers Circle may immediately terminate Your participation in Online Sellers Circle’ Affiliate program, as well as immediately terminate all or the necessary parts of this Agreement, based on any investigation or lawsuit identified pursuant to this Section 6.
This Agreement, the Addendum that follows, and Online Sellers Circle’s Terms and Conditions represent the entire agreement between the Parties and supersedes any other agreement between the Parties as they relate to Your Affiliate application and any rights and responsibilities you may have as an Affiliate.
Supplemental Terms of the Affiliate Agreement and Advertising Rules
These Advertising Rules apply to all activities of Affiliate:
1. General Compliance. Affiliates shall 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 , laws governing testimonials, and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Online Sellers Circle that are inconsistent with, or beyond the scope of marketing materials produced and made available by Online Sellers Circle on Online Sellers Circle website, www.onlinesellerscircle.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. Online Sellers Circle retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
2. Disclosure. On any website that Affiliate advertises any Online Sellers Circle service or product, Affiliate must plainly display (in a legible font and text size) disclaimer language, such as:
Disclosure: I am an independent Affiliate of Online Sellers Circle, not an employee. I receive commission from Online Sellers Circle. Any opinions expressed here are my own and are in no way to be regarded as official statements from Online Sellers Circle.
3. Non-Disparagement. Affiliate is not authorized to make negative or critical statements relating to the products or services of Online Sellers Circle or other entities or persons. Affiliate is not authorized to engage in any unlawful or deceptive tactics with respect to search engine optimization (“SEO”), which may include using any technique that generates paid search results based on any trademarks of Online Sellers Circle, any brand name of Online Sellers Circle, or based on the trademarks or brand name of any competitor of Online Sellers Circle, or any other third party. Affiliate is not permitted to make direct links to an Online Sellers Circle sales page from any paid advertising.
4. Social Media. If an Affiliate decides to advertise on Instagram or YouTube, then each post must comply with all of the following:
Each post must contain #ad in a clear and obvious location before the text of the description and in all events before the “More” button.
Each Instagram post must use Instagram’s “Paid Partnership” tool.
Each YouTube post must contain the word “Ad,” “Advertisement,” “Paid Partnership,” or “Promotion” within the video itself in a legible font size, which appears persistently throughout the length of the video in the top right-hand area of the visual.
Each post must contain #Blake'sPartnerProgram
If Affiliate chooses to advertise on another social media platform (e.g. Twitter, Facebook, etc.), Affiliate must follow the above disclosure restrictions as they may be applicable to each platform. Additionally, Affiliate must comply with the rules of each social media platform that Affiliate uses.
5. Income and Business Opportunity Claims. Affiliates are not permitted to and shall not make any claims that using Online Sellers Circle will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income that the Affiliate earned from using Online Sellers Circle or as an Affiliate, the following directions apply:
1. Affiliate’s assertions must be followed by: “These results are related to my specific work. Your results will undoubtedly vary based on an unlimited number of circumstances such as Your skills, determination, education, and market determinants. There is no guarantee that You will make money”;
2. The aforementioned Disclaimer must be in legible font and size; and
3. Affiliate’s statements regarding income and opportunity claims must be legitimate and accurate and backed up by evidence of the Affiliate’s experience.
6. Online Sellers Circle’ Trademarks. Affiliates are not permitted to use, copy, or reproduce any of Online Sellers Circle’s trademarks or logos. Affiliates may not register any Online Sellers Circle trademark or logo in any country and the same goes for any and all of Online Sellers Circle’s intellectual property.
7. Complaint Notification. If an Affiliate receives a complaint regarding any of their advertisements then the Affiliate must inform Online Sellers Circle within forty-eight (48) hours of receiving such complaint. Notice should be sent to email@example.com.
8. Independent Contractor. All Affiliates are independent contractors of Online Sellers Circle. Affiliates are not employees of Online Sellers Circle. It is the express understanding and objective of the Parties that no relationship of principal and agent shall exist between Online Sellers Circle and You as it relates to this Agreement. You have no right to share in the profits or losses of Online Sellers Circle. 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 and/or omissions.
9. NO WARRANTY; NO LEADS. Online Sellers Circle makes absolutely no promise that You will have business success, as it relates to income, sales, or brand-building. Online Sellers Circle does not and will not provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.
11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.
As explained in Online Sellers Circle’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “ONLINE SELLERS CIRCLE’ ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.
12. Indemnity. You agree to protect, defend, indemnify, and hold harmless Online Sellers Circle, its officers, directors, employees, and owner(s) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Online Sellers Circle for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.
13. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
14. Modification/Amendments. This Agreement and Online Sellers Circle’s standard Terms and Conditionsmay be modified by Online Sellers Circle at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via email or are posted in the affiliate center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared and/or executed by Online Sellers Circle. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms and Conditions.
© Online Sellers Circle Ltd
Online Sellers Circle,
5c Oldknows Factory,
C/O Passive Tax Limited,
Nottingham, NG3 4GN.
VAT Number: 350265325