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.
1. PARTIES. 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.”
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 Affiliate Agreement.
3. TERM AND TERMINATION. Your contract with ClickFunnels
begins when You click “I Agree,” and will continue month-to-month until either:
A. ClickFunnels 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.
B. ClickFunnels 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
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.
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. All MD level accounts are only commissionable up to the first $297.00 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
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
COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must
equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment
from ClickFunnels. If Your combined commissions and bonuses for a given month
are less than $100.00, Your commissions and bonuses will be held until Your
combined commissions and bonuses equals or exceeds $100.00.
E. 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.
F. U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are
paid in US Dollars. Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.
5. MARKETING AND RECRUITING.
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. DISCLAIMER. On any website
that You advertise any ClickFunnnels service or opportunity, You must plainly
display (i.e., not in a link, or in small font) the following disclaimer
Disclosure: I am an independent
ClickFunnels Affiliate, not an employee. I receive referral payments from
ClickFunnels. The opinions expressed here are my own and are not official
statements of ClickFunnels or its parent company, Etison LLC.
C. 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.
D. 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.
E. 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 evidence;
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 Income Disclosure Statement.
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
may be used, copied, or reproduced by You except as set forth below. No ClickFunnels
Intellectual Property (or any mark confusingly similar to any ClickFunnels
Intellectual Property) is to be advertised for sale or registered as a domain
name by You in any fashion.
You may use the ClickFunnelsTM mark to advertise
ClickFunnels. Any time You use the ClickFunnelsTM mark, You must do
so in a way that is not likely to confuse readers or cause them to think that
You are speaking for ClickFunnels. Whether Your use of ClickFunnelsTM
is confusing will be determined by ClickFunnels in ClickFunnels’ sole and
absolute discretion. The following guidelines, which may be changed or added to
at any time, are designed to help avoid reader confusion:
- You must not
use the “voice” of, or purport to speak on behalf of, ClickFunnels.
- Any time You
use the word “ClickFunnels” it must be immediately followed by the letters “TM”
in superscript caps.
- When used in
prose, ClickFunnelsTM must be used in the same font as the rest of the
- When used
other than in prose, ClickFunnelsTM must be used in the font
employed by ClickFunnels’ corporate marketing in ClickFunnels’ corporate logo.
- On any
website or social media platform on which You use the word ClickFunnelsTM,
you must include the disclosure identified in paragraph 5(B) above.
- You may use
only such other images, photographs, and trademarks as ClickFunnels expressly
authorizes in writing.
- If you have
any questions regarding your use of any ClickFunnels mark, please contact: Clickfunnels Compliance
7. 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.
8. 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:
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.
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.
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.
9. 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.
10. 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.
11. 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) TIMES 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.
12. 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 applicable law.
13. 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.
14. ARBITRATION, GOVERNING LAW,
AND ATTORNEYS’ FEES.
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.
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
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.
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 arbitration proceeding.
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
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
15. 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 ClickFunnels Affiliate.
16. 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 in the Affiliate Center. 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
17. 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.
18. NOTICE. Any notice required to
be given to ClickFunnels under or related to this Agreement shall be in
writing, addressed as follows:
3443 W Bavaria Street
Eagle, Idaho 83616
e-mail: Clickfunnels Compliance
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 in the Affiliate Center.
19. 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.