Affiliate Agreement

Last Updated on February 19th, 2020

Bifound Affiliate Agreement  Bifound may offer you an opportunity to become an independent Bifound Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Bifound programmes that you sell to other users. Bifound reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.  


This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Bifound Affiliate program. By becoming an Affiliate and continuing the use of our Affiliate Program, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.  



SECTION 1 - PARTIES  

All references to “Bifound” herein means and refers to Bifound LTD, doing business as Bifound. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. Bifound and You are each referred to herein as a “Party,” and collectively as the “Parties.” 


SECTION 2 - APPLICATION  

You agree to provide all information requested by Bifound in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that Bifound retains sole and exclusive discretion to determine whether You qualify for participation in Bifound’ Affiliate program. Not everyone who applies for Bifound’ Affiliate program will qualify to participate.   

 

SECTION 3 - CONSENT TO BE CONTACTED  

You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialling systems, texts and artificial or prerecorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties. 



SECTION 4 - COMPENSATION  

If Your application to become an Affiliate is approved by Bifound, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Bifound. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.  In the event that a potential new user (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.  

Provided that the Sold Programme (as defined below) remains in good status within thirty (30) days from the Sale, You will be paid a commission for each Sold Programme that generates a payment to Bifound in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 1st and 15th of each month following Bifound’ receipt of payment for a Sold Programme, 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 business day preceding the holiday. All Commission payments are based on the amount of fees received by Bifound, fewer sales taxes. The amount of Commissions are as follows: ▪


Rising-Star Affiliates (all affiliates with 100 or less new buying customers brought in): 25% commission from each Bifound Program sold via the unique affiliate link provided. ▪


Super-Star Affiliates (all affiliates with 101 or more new buying customers brought in): 40% commission from each Bifound Program sold via the unique affiliate link provided. 


All Commissions are paid in American Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions payment. Your combined Commission must equal or exceed One Hundred USD ($100) before You receive a payment from Bifound. Once a Commission of $100 (USD) or more is earned, You will be notified and Bifound will send you the Commission via PayPal or as otherwise specified. 

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 applicable governing body(ies).  

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a Bifound account under the name of another person or entity, under a fictitious name, or under any name merely to obtain Commissions or any other compensation. 

Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales.  Commissions are paid only for transactions that actually occur between Bifound and a Sale and in which payment is received by Bifound. If payment for a Sold Programme later results in a refund or chargeback, and if a Commission was paid to You for that Sold Programme payment, then the Commission will be deducted from Your future Commissions.  

If Bifound determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Bifound may terminate this Agreement immediately without Bifound having any liability to You.  


SECTION 5 - TERM AND TERMINATION 

The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; or (ii) Your participation in the Affiliate program is approved. 

Your participation in the Bifound Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Bifound or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by 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 Appendix A, Section 2, Disclosure. 

In the event this Agreement is cancelled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Bifound to You.  If this Agreement is terminated or cancelled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. 

All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Bifound account. 


SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES 

 In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, 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 any time after this Agreement is executed, You are required to notify Bifound of the same within 24 hours. Bifound, in its sole and exclusive discretion, may immediately terminate Your participation in Bifound’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified under this paragraph. 

   

SECTION 7 - ENTIRE AGREEMENT  

This Agreement, Appendix A below, along with Bifound’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate. Appendix A Additional Terms of the Affiliate Agreement and Advertising Rules These Advertising Rules apply to all activities of Affiliate: ▪


1.  General Compliance.  

Affiliate 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 (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), 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 Bifound that are inconsistent with, or beyond the scope of marketing materials produced and made available by Bifound on Bifound website, www.bifound.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, information about the Programmes 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. Bifound retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct are in compliance with all laws. ▪


2.  Disclosure.  

On any website that Affiliate advertises any Bifound service or product, Affiliate must display disclaimer language, such as: Disclosure: I am an independent Bifound Affiliate, not an employee. I receive referral payments from Bifound. The opinions expressed here are my own and are not official statements of Bifound. ▪


3.  Non-Disparagement.  

Affiliate is not permitted to comment negatively about or disparage the products or services of Bifound or any other person or entity, including without limitation the products or services of a Bifound competitor. 

Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Bifound, any brand name of Bifound, or based on the trademarks or brand name of any competitor of Bifound, or any other third party. Affiliate shall not direct link to a Bifound’ sales page from any paid advertising. ▪


4.  Social Media.  

If Affiliate advertises on Instagram or YouTube, then each post must comply with all of the following: Each post must contain @bifound or #bifound. Each post must contain #ad in a clear and conspicuous 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,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right-hand portion of the video. 

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses. ▪


5.  Income and Business Opportunity Claims.  

Affiliates are expressly prohibited from making any claims that use of Bifound will guarantee that the user will make money. 

If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Bifound or as an Affiliate, the following guidelines must be adhered to: 

(a) Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and  

(b) Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.” 

Affiliate is also expressly prohibited from making any express or implied claims that Bifound is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. ▪


6.  Bifound’ Trademarks.  

No logo, tagline, trademark, trade name, or trade dress (collectively, the “Bifound Trademarks”) owned by Bifound may be used, copied, or reproduced by any Affiliate except as set forth below. 

No Bifound intellectual property (or any mark confusingly similar to any Bifound intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.  Bifound retains exclusive ownership of all Bifound’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Bifound’ intellectual property. ▪


7.  Complaint Notification.  

Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to contact@bifound.com ▪


8.  Independent Contractor.  

Affiliates are independent contractors of Bifound. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Bifound and You by virtue of this Agreement. You have no right to act on behalf of or bind Bifound in any way, nor share in the profits or losses of Bifound. 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 or omissions. ▪


9.  No warranty, no leads. 

Bifound does not promise, guarantee or warrant Your business success, income, or sales. 

You understand and acknowledge that Bifound will not at any time 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. ▪


10.  Indemnity.  

You agree to protect, defend, indemnify and hold harmless Bifound, 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 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 Bifound for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement. ▪


11.  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. ▪


12.  Modification/Amendments.  

This Agreement may be modified by Bifound at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email , or are posted in the affiliate centre. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Bifound. 

Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.