As a ClickFunnels
Affiliate, You have the opportunity to earn money from (i) commissions for
ClickFunnels accounts that You sell to other users, and (ii) bonuses when the
people you sell to sell to others. This Agreement sets forth Your rights and
obligations as a ClickFunnels Affiliate. By clicking “I Agree,” You indicate that You have read and understood
this Agreement and You will be bound by its terms.
All references to “ClickFunnels” herein mean and refer to Etison LLC, doing
business as ClickFunnels, and Etison LLC’s owner(s), parent company(ies),
affiliate entities, and employees, and assigns. All references to “You” and “Your”
mean and refer to that ClickFunnels Affiliate who has executed this Agreement by
clicking “I Agree.” ClickFunnels and You are each referred to herein as a “Party,”
and collectively as the “Parties.”
2. INDEPENDENT CONTRACTOR. You
are an independent contractor of ClickFunnels. It is the express understanding
and intention of the Parties that no relationship of master and servant or
principal and agent shall exist between ClickFunnels and You by virtue of this
3. TERM AND
TERMINATION. Your contract with ClickFunnels begins when You click “I Agree,”
and will continue month-to-month until either:
cancels Your account due to Your breach of any of the terms of this Agreement.
In the event this Agreement is cancelled due to Your breach, You forfeit all
Commissions and Bonuses owed to You or that may in the future be owed to You.
or its successors or assigns, in its sole and absolute discretion, cancels Your
Affiliate Agreement. In the event that ClickFunnels or its successors or
assigns cancels Your Affiliate Agreements, You will first receive thirty (30)
days’ written notice, sent to the e-mail address you provided ClickFunnels and
that is associated with your Affiliate profile.
A. COMMISSIONS. After You click “I
Agree” to the terms of this Agreement, You will receive a unique Affiliate URL,
which You will use to advertise ClickFunnels. When another person (a
“Prospect”) clicks through that URL, a cookie (or similar tracking technology
(hereinafter “Cookie”)) will be set in the Prospect’s browser. When the
Prospect creates a ClickFunnels account by using Your Affiliate Link, the
Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a
“Sale,” and each such account is a “Sold Account.” In the event that a Prospect
has multiple Affiliate Cookies, the most recently-acquired Cookie will
determine which Affiliate is credited with a Sale. You will be paid a
commission for each Sold Account that generates a minimum payment of $97.00 to
ClickFunnels in a month. The Commission amount is 40% of all fees received by
ClickFunnels for a Sold Account. Commission payments will be made to You on or
before forty-five (45) days following ClickFunnels’ receipt of payment
for a Sold Account, subject to the other terms set forth herein.
B. BONUSES. Each person that creates
a ClickFunnels account through one of Your Sold Accounts is Your “Legacy Sale,”
and each such account is a “Legacy Account.” You will be paid a bonus for each Legacy
Account that generates a minimum payment of $97.00 to ClickFunnels in a month.
The Bonus amount is 5% of all fees received by ClickFunnels for a Legacy
Account in a month. Bonus payments will be made to You on or before forty-five
(45) days following ClickFunnels’ receipt of payment for a Legacy Account,
subject to the other terms set forth herein
C. TAXES. Before You can be paid any
Commission or Bonuses, You must provide ClickFunnels a completed W-8 or W-9, as
instructed by ClickFunnels. You will be deemed to have permanently waived all
rights to Commissions or Bonuses that were earned more than 120 days before
submitting a completed W-8 or W-9 to ClickFunnels. You are responsible for any and
all tax liabilities, including without limitation income tax liabilities that
arise from or in any way relate to any commissions or bonuses You receive from
ClickFunnels. If You are not a resident of the United States, ClickFunnels may
withhold tax (including without limitation VAT) where required to by applicable
law. Where ClickFunnels is required to withhold tax, ClickFunnels will document
D. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission
and bonus amount must equal or exceed Fifty and 00/100 Dollars ($50.00) before
You receive a payment from ClickFunnels. If Your combined commissions and
bonuses for a given month are less than $50.00, Your commissions and bonuses
will be held until Your combined commissions and bonuses equals or exceeds $50.00.
COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses
are paid only for transactions that actually occur between ClickFunnels and a Sale
or a Legacy Sale. If the transaction does not actually occur, or if payment
from a Sale or Legacy Sale is not actually received by ClickFunnels, You will not
paid a Commission or Bonus on the transaction. If payment for a Sold Account or
a Legacy Account later results in a refund or charge-back, and if a commission or
bonus was paid to You for that Sold Account or Legacy Account payment, then the
commission or bonus will be deducted from Your future commissions. If
ClickFunnels determines, in its reasonable discretion, that any Sale or Legacy
Sale was procured fraudulently or as a result of any violation of this
Agreement, no Commission or Bonus will be paid for such Sale or Legacy Sale. If
any Commissions or Bonuses are paid for a Sale or Legacy Sale that was produced
fraudulently or as a result of any violation of this Agreement, and the fraud
or violation is discovered by ClickFunnels after payment, such payment amounts
shall be deducted from Your future commissions and bonuses.
DOLLARS. All commissions are paid in US Dollars via PayPal or check.
5. MARKETING AND
A. TRUTHFUL. Anything You communicate in marketing or advertising any ClickFunnels
service or opportunity must be true and accurate. Claims that relate to any
ClickFunnels service or opportunity that are untrue or fraudulent are strictly
prohibited. You may not claim that any government, person, or entity endorses
or supports ClickFunnels. You may not use the intellectual property of any other
person or entity in advertising any ClickFunnels service or opportunity.
B. NON-DISPARAGEMENT. You are not permitted to disparage the products of
services of any other person or entity, including without limitation the products
or services of a competitor of ClickFunnels.
C. INVENTORY LOADING/REBATES. You will not be paid any Commission or
Bonus for payments made on your own User Account(s). You are not permitted to
open a ClickFunnels account under the name of another person or entity, or
under a fictitious name. You are not permitted to open a ClickFunnels account
under any name merely for the purpose of obtaining Commissions, Bonuses, or any
other compensation, including without limitation incentives or prizes which may
be offered from time to time. You may not pay for another person’s account. You are not permitted to
offer cash rebates or other monetary incentives to actual or potential Sales or
Legacy Sales. Violation of this paragraph shall constitute a material breach of
this Agreement, and You agree to repay to ClickFunnels all Commissions and
Bonuses earned as a result of any such violation.
D. INCOME CLAIMS. If Your recruiting efforts include claims related to
the potential income a ClickFunnels Affiliate can make, or if You make
reference to income You have made, or if You make reference to any lifestyle
opportunities You have because of ClickFunnels, the following guidelines must
be adhered to:
1. Your statements must be completely true and accurate and supported by
2. If You use a hypothetical scenario, You must clearly label it as a
hypothetical scenario; and
3. Your statements must be accompanied by the ClickFunnels earnings
INTELLECTUAL PROPERTY. No logo, tagline, trademark, trade name, copyrighted material,
patent, trade dress, trade secret, or confidential information (collectively,
the “ClickFunnels Intellectual Property”) owned by ClickFunnels or any of ClickFunnel’s
affiliates may be used, copied, or reproduced by You except as set forth in writing
by ClickFunnels. No ClickFunnels Intellectual Property (or any mark confusingly
similar to any ClickFunnels Intellectual Property) is to be advertised, listed
for sale, registered as a domain name, or otherwise displayed by You in any
fashion, including, without limitation, on any Internet website.
RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You grant ClickFunnels permission to
use any and all photographs taken by ClickFunnels or its agents or employees,
or submitted by You to ClickFunnels (hereinafter “Photographs”) in any Media
(including print, internet, film, television and no matter how distributed or
published) for any purpose, which may include, but shall not be limited to,
advertising, promotion, marketing and packaging of ClickFunnels or any product
or service sold and marketed by ClickFunnels. You agree that this authorization
to use Photographs may be assigned by ClickFunnels to any other party. You
agree that that the Photographs may be combined with other Photographs, sounds,
text and graphics, and that the Photographs may be manipulated, cropped,
altered or modified in ClickFunnels’ sole discretion. You agree not to charge a
royalty or fee, and not to make any other monetary assessment against
ClickFunnels in exchange for this Release and Assignment. You hereby release
and forever discharge ClickFunnels from any and all liability and from any
damages You may suffer as a result of the use of the Photographs. You further
acknowledge and agree that this Release is binding upon Your heirs and assigns.
You agree that this Release is irrevocable.
PROHIBITED ACTIVITY. ClickFunnels has the right to terminate this Agreement at
any time if You engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice;
any violation of the law; infliction of harm to ClickFunnel’s reputation; and
the violation of the rights of ClickFunnels or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any
communications sent or authorized by You reasonably deemed “spamming,” or any
other unsolicited solicitations (including without limitation postings on
social media or third party blogs) will be deemed a material threat to ClickFunnel’s
reputation and to the rights of third parties. It is Your obligation,
exclusively, to ensure that all business communications comply with state and
local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted,
or authorized by You, including without limitation postings on any website
operated by You, or social media or blog, which are: sexually explicit,
obscene, or pornographic; offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing, or discriminatory; graphically violent;
solicitous of unlawful behavior; or that violates the intellectual property
rights of another.
INDEMNITY. You agree to protect, defend, indemnify and hold harmless
ClickFunnels, its officers, directors, employees, owner(s), and parent
company(ies) and assigns from and against all claims, demands, and causes of
action of every kind and character without limit arising out of the Your conduct.
Your indemnity obligation includes, but is not limited to, any third party
claim against ClickFunnels for liability for payments for, damages caused by,
or other liability relating to, You.
NO WARRANTY; NO LEADS. ClickFunnels does not promise, guarantee or warrant Your
business success, income, or sales. You understand and acknowledge that
ClickFunnels will not at any time provide sales leads or referrals to You.
Additionally, CLICKFUNNELS’ WEBSITES AND SERVICES ARE PROVIDED
“AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. CLICKFUNNELS MAKES NO REPRESENTATION OR
WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY
MATERIAL ON OR ACCESSIBLE THROUGH ANY CLICKFUNNELS WEBSITE OR SERVICE. ANY
RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. CLICKFUNNELS
MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY CLICKFUNNELS WEBSITE OR
SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY CLICKFUNNELS
WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT
DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY CLICKFUNNELS’ WEBSITE OR
THE SERVERS OR NETWORKS THROUGH WHICH ANY CLICKFUNNELS’ WEBSITE IS MADE
AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE
LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL CLICKFUNNELS’
LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF
THREE (3) TIIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH
PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST
CLICKFUNNELS OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
FORCE MAJEURE. ClickFunnels will not be responsible to You for any delay,
damage, or failure caused by or occasioned by a Force Majeure Event. As used in
this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature
or the elements, terrorism, insurrection, revolution or civil strife, piracy,
civil war or hostile action, labor strikes, acts of public enemies, federal or
state laws, rules and regulations of any governmental authorities having
jurisdiction over the premises, inability to procure material, equipment, or
necessary labor in the open market, acute and unusual labor, material, or
equipment shortages, or any other causes beyond the control of ClickFunnels.
Delays due to any of the above causes shall not be deemed to be a breach of or
failure to perform under this Agreement. ClickFunnels shall not be required against
its will to adjust any labor or other similar dispute except in accordance with
ASSIGNMENT. ClickFunnels may assign its rights under this Agreement at any
time, without notice to You. Your rights arising under this Agreement cannot be
assigned by without ClickFunnels’ or its assigns express written consent.
GOVERNING LAW, AND ATTORNEYS’ FEES.
A. ARBITRATION. Any claim or grievance
of any kind, nature or description that You have against ClickFunnels
including, but not limited to, economic losses, personal injury, or property
damage, shall be resolved exclusively in binding arbitration in Ada County, Idaho.
You agree not to file suit against ClickFunnels or any of its affiliates, subsidiaries,
officers, directors, employees, successors, or assigns. The arbitration will
take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by
You and ClickFunnels. In the event that You and ClickFunnels are unable to
reach agreement on an Arbitrator, You and ClickFunnels will each select an
arbitrator, and the two of them will select the Arbitrator, who must be a
resident of Ada County, Idaho. The arbitrators selected by You and ClickFunnels
will have no further involvement in the arbitration. The Arbitrator will
determine the rules governing arbitration. The decision of the Arbitrator will
be final and binding on You and ClickFunnels and may be reduced to a judgment
in any court of competent jurisdiction. This agreement to arbitrate survives
any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed,
construed, and interpreted in accordance with the laws of the State of Idaho
without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree
that You will not have the right to participate in a representative capacity or
as a member of any class of claimants pertaining to any claims that may arise
under, or be in any way related to, this Agreement. There is no right or
authority for any claim You have against ClickFunnels to be brought on a class
action basis or on any basis involving claims brought in a purported
representative capacity on behalf of the general public, or on behalf of other
persons or entities similarly situated. Claims brought against ClickFunnels may
not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must
be brought within the time period set forth in any statute of limitations that,
but for this agreement to arbitrate, would apply to the claims asserted in any
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents
ClickFunnels from applying to and obtaining from any court having jurisdiction a
temporary injunction, preliminary injunction, permanent injunction, or other relief
available to protect ClickFunnels’ rights prior to, during, or following any arbitration
F. ATTORNEYS’ FEES. You agree that in the event of any
arbitration or litigation, each Party will each bear its own costs and
attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing
notwithstanding, if either Your or ClickFunnels commences an action in a court
of law or equity and the responding Party successfully moves such court to
compel arbitration, the Party who moved for the order compelling arbitration
shall be entitled to recover its reasonable costs and attorneys’ fees incurred
on the motion to compel from the other Party.
ENTIRE AGREEMENT. This Agreement, along with ClickFunnels’ standard Terms and Conditions represents the entire
agreement between the Parties and supersede any other written or oral agreement
between the Parties as pertaining to Your rights and responsibilities as a
MODIFICATION/AMENDMENTS. This Agreement and ClickFunnels’ standard Terms and Conditions may be modified by
ClickFunnels 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 e-mail, or are posted on clickfunnels.com. No amendment to this
Agreement or the Terms and Conditions shall be valid unless authored or signed by ClickFunnels.
Your continued acceptance of Commission or Bonus payments constitutes Your
acceptance to any modifications or amendments to this Agreement.
NO WAIVER. No waiver by ClickFunnels of any right reserved or granted to
ClickFunnels under this Agreement shall be effective unless the waiver is in
writing and signed by an authorized representative of ClickFunnels.
NOTICE. Any notice required to be given to ClickFunnels under or related to
this Agreement shall be in writing, addressed as follows:
1860 W. Lakes Place
Meridian, Idaho 83646
e-mail : email@example.com.
ClickFunnels will send notices to You at the
e-mail address You provided to ClickFunnels. Any notices shall be deemed
delivered to You when sent by ClickFunnels. You are solely responsible for
addressing any technical failures related to Your e-mail address or server, and
for reading any e-mail sent to You. ClickFunnels may also provide notice to You
by posting information on clickfunnels.com.
SEVERANCE. 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 and Conditions, as so modified, shall continue in full force and effect.