To participate in the Royaltie Affiliate Program, you must agree to the following:
This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between Hiram Lodge Enterprises Corp (“Royaltie”) and you, regarding your application to participate as an affiliate of Royaltie (“Affiliate”), in the securing of service agreements for the use of beacons owned by Royaltie.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE ROYALTIE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Royaltie’s Affiliate Agreement Definitions
“We”, “Our”, “Us”, “Royaltie”, (collectively, “Royaltie”)
“You”, “Your” and “Affiliate(s)” – the business, individual or entity applying for participation in the Royaltie Affiliate Program, or that displays our products, services and/or promotions on its website and/or through offline representation in exchange for receiving remuneration from Royaltie for securing service agreements resulting from your efforts.
“Royaltie Products and Services” – the leasing of Royaltie beacons.
“Commission Fees” or “Commissions” – Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified service agreement by a Referred Customer that you refer to Royaltie under and in accordance with this Agreement.
“Qualified Purchase” – a lease of Royaltie Products and Services by Royaltie, with a term of 3 months or longer, to a Referred Customer which meets the criteria set forth in Section 5 hereof.
“Referred Customer” – each new and unique customer referred from Affiliate through a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria set forth in Section 5 hereof.
“Registration Form” – any and all order forms, Registration Forms, or other signup or acceptance form (whether online, paper, fax, or otherwise) submitted by You or, as applicable, the Referred Customer to make a Qualified Purchase.
To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup Form can be found at https://royaltie.com/affiliate
We will evaluate Your application in good faith and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application if We determine (in Our sole discretion) that You or Your site is unsuitable for Our Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful or otherwise does not meet our policies. Royaltie, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the Royaltie Affiliate Program at any time.
EXCEPT AS PERMITTED ABOVE OR IN SECTION 12 BELOW, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE ROYALTIE TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; or (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
It is the intent of Royaltie to treat our customers fairly and to comply fully with all Federal Trade Commissions regulations related to advertising. As such, we require our affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Royaltie) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser.
Royaltie reserves the right to withhold commission fees and cancel the affiliate relationship with you should we determine, at our discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides we deem relevant.
We will process orders placed by Referred Customers. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including Royaltie service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases and will make this information available to you.
Under the Affiliate Program, you will be paid for Qualified Purchases by Referred Customers that you refer to Royaltie under and in accordance with the terms of this Agreement and as described in greater detail in Schedule 1. Each Referred Customer and each Qualified Purchase must meet the following criteria (the “Criteria”):
Royaltie reserves the right to withhold initial Commissions Fees for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by Royaltie in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
Royaltie reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred Customer(s). Royaltie reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled Royaltie purchases. Where no subsequent Commission Fee is due and owing, Royaltie will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.
Royaltie, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
Royaltie reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; Royaltie is not obligated to actively notify Affiliates of the status of Commission Fees. If an Affiliate has a question about a Commission Fee that has been cancelled or withheld, that Affiliate has 30 days from the day the payment was due to contact Royaltie to discuss or reclaim the Commission Fee. Any changes to decisions about cancelled or withheld Commission Fees are strictly at Royaltie’s discretion.
Commissions for any Referred Customer who is associated with any Royaltie reseller, referral or other program may be removed from your payment. In other words, You may not receive double commissions or compensation.
In the event that the Referred Customers that are referred to Royaltie by a specific Affiliate are determined to have an excessive cancellation rate (as determined by Royaltie in its sole discretion), Royaltie reserves the right to withhold or decline pending and future Commission Fees for the Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud Royaltie or violation of any of the terms of this Agreement constitutes immediate grounds for Royaltie to terminate this Agreement and will result in forfeiture of any Commission Fees due to you.
Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to Section 8 below and (ii) reach a commission level of $20 (the “Commission Threshold”). All Qualified Purchases eligible to result in Commissions under this Section 6 must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual. Once a Commission has accrued under this Section 6, the amount of such Commission shall be due and payable to you under the terms of Section 7. Royaltie reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.
Please notify us promptly of any change in your address by updating your profile information in the Affiliate console.
Royaltie is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Affiliate Commission Fees.
Royaltie, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
Disputes: Affiliate agrees to file any commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 45 days of the date on which the Qualified Purchase occurred will not be accepted by Royaltie and Affiliate forfeits forever any rights to a potential claim.
It is Your responsibility to provide Royaltie with accurate tax and payment information that is necessary to issue a Commission Fee to You. If Royaltie does not receive the necessary tax or payment information within 90 days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
You are responsible for informing Royaltie about changes to postal and e-mail addresses, as well as any changes to your name, email address, contact information, tax identification number, or other personal information that will impact Royaltie’s ability to issue a valid Commission payment.
You will be provided with a statement of Qualified Purchases on a monthly basis via email.
Royaltie will solely be responsible for order processing for Qualified Purchases placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases generated by You, and for providing information to Affiliates regarding Qualified Purchases statistics. Royaltie will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related Royaltie service. Any determination made by Royaltie regarding the foregoing shall be binding absent manifest error.
Referred Customers who lease Royaltie Products and Services through the Affiliate network will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning Royaltie orders, Royaltie service, and Royaltie Products and Services will apply to those Customers. We may change Our policies and operating procedures at any time. For example, We will determine the prices to be charged for Royaltie Products and Services leased under the Affiliate Network in accordance with Our own pricing policies. Prices and availability of Royaltie Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product or service.
You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as “SPAM”) without prior written consent from Royaltie for each and every day when any bulk mailing will occur. Royaltie, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, You may only send e-mails containing an Royaltie affiliate link and or a message regarding Royaltie or Royaltie’s Affiliate Program to person(s) who have been previously contacted and whom consented to the fact that the You will be sending an e-mail containing Royaltie information or information about the Royaltie affiliate program. Failure by You to abide by this section, CAN-SPAM Act of 2003, CASL or our Anti-Spam Policy , in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Royaltie Products and Services, without first submitting a sample to Us and obtaining the express prior written consent of Your Royaltie account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Royaltie or any Royaltie employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either You or Us may terminate this Agreement at any time without cause. If You terminate the Agreement, no further Commissions shall be paid. However, if We terminate the Agreement without cause, You will continue to earn Commissions Fees post-termination. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related Royaltie Products and Services are not cancelled and comply with all Terms laid out in this Agreement.
Any Affiliate who violates either this Agreement or Royaltie’s Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the Royaltie Affiliate Program. Royaltie reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at an time for any reason, in Royaltie’s sole discretion. Without limitation, Affiliate’s participation in the Program, and this Agreement, shall be deemed automatically terminated immediately upon Affiliate’s violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. Royaltie, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Royaltie Products and Services leased through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).
You and Royaltie are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
b. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or 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 by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
e. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
f. During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable.
g. You are at least eighteen (18) years of age.
h. Each Referred Customer and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Us and Our 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 Our use of the Affiliate Trademarks infringes 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 site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Royaltie and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Royaltie relationships on terms that may differ from those contained in this agreement. We may also solicit Royaltie relationships with entities that that are similar to or compete with You. You have independently evaluated the desirability of participating in the Royaltie Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING AND COMMISSION FEES FROM US.
Affiliate Compensation Plan
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To qualify, a Customer must subscribe for a minimum of 3 Royaltie Gems without discount, including $50 security deposit per 3 Gems purchased (6 Gems = $100 deposit, 9 Gems = $150, etc.).