Partnership Terms of Service
If you become a Partner on behalf of an organization or other entity, then (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
This Partnership Agreement (the "Partnership Agreement") is entered into as of the date (the "Effective Date") the party whose name is set forth below (the "Partner") accepts its terms and conditions by creating an account and is by and between Clever Me, LLC. The Parties desire to enter into this Partnership Agreement to set forth the terms and conditions under which Partner will promote Clever Me products and services on Clever Me’s Sites. The products and services are those hosted in www.clever-me.co. Clever Me may terminate its partnership program at any time. Additionally, Clever Me may impose additional requirements and conditions, modify the payment amounts, or otherwise modify this Partnership Agreement by posting an update on the Clever Me Site.
The Parties agree to the following:
Definitions. For purposes of this Partnership Agreement, the following terms will have the indicated definitions:
"Content" means all materials comprising a Party’s Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Marks.
"Clever Me Sites" means the Clever Me website located at clever-me.co.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Marks" means all trademarks, service marks, trade names, logos, words or symbols identifying either Party or either Party’s respective products or services. Party or Parties means Clever Me and/or Partner.
"Qualified Customers" means persons who purchase any products or services from Clever Me who are referred to Clever Me’s Sites by Partner Site(s).
"Partner Site(s)" means one or more websites or web services owned or controlled by the Partner, or upon which Partner has an account or membership, on which the Partner places a referral link (the "Links") to Clever Me Sites. Partner represents and warrants to Clever Me that it has sufficient right, title, interest, authority or permission, as applicable, to place Link(s), including an authorized referral or coupon code from Clever Me on the Partner’s Site(s) as described herein.
Trademark License Grant.
No Other Rights. Except as expressly provided herein, Partner and Clever Me agree to:
Not use the other Party’s Marks without their prior written consent.
Only use the other Party’s Marks in accordance with any trademark quality standards and usage guidelines as may be provided by such other Party.
Upon termination of this Partner Agreement for any reason, immediately cease all use of the other Party’s Marks.
2. Products and Services.
Control. Clever Me reserve the right at any time without liability or prior notice to:
Determine the contents of its websites, products and services, including specifications, features, and functions, as well as any documentation or related materials.
Discontinue distribution of any or all its products and services in some or all markets or through some or all channels of distribution.
Change or terminate any of its features, or functions of their products and services.
Change or terminate the level or type of support or service that it makes available for its products and services at any time and without notice. Clever Me may cancel any orders for discontinued products or services without liability.
Service Support. Neither Party is responsible to the other Party for any customer service support for purchases and fulfillment of the other Party’s products and services including but not limited to, providing qualified personnel to receive customer inquiries.
Earnings. Clever Me will pay Partner a percentage of earned sales, provided that you remain an active Partner as of the payment date, equal to:
Clever Me Resources: 30% of the price actually paid by a Qualified Customer, excluding any refunds and/or taxes, for each sale that is not an Excluded Sale (as defined below) of any Clever Me products to Qualified Customers that occur within one (1) year from the day of purchase.
Clever Me Coaching Sessions: 10% of the price actually paid by a Qualified Customer, excluding any refunds and/or taxes, for each booked session that is not an Excluded Sale (as defined below) of any Clever Me services to Qualified Customers that occur within one (1) year from the day of purchase.
Excluded Sale means a sale to a Qualified Customer that has:
Canceled his/ or her coaching session(s), you will not receive earnings for that customer.
Canceled his/ or her coaching session (s), and then reschedules at a later time, you do not receive earnings for that customer.
4. Taxes. Both Partner and Clever Me are responsible for payment of any/all of their respective taxes.
5. Payment. Unless otherwise agreed by the parties in writing, Clever Me shall send requested payouts the first of each month, and in the method, you select during the payout setup process. Available payout methods are subject to change. Payout requests may only be made if the total amount due to you totals at least $20 and when payment has been requested. Unpaid amounts due shall accrue until the next month in which the amount due is at least $20. Clever Me reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these Terms, or amounts due to any breach of these Terms by you, pending Clever Me’s reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Clever Me in writing within thirty (30) days of such payment. Failure to so notify Clever Me shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Clever Me. No other measurements or statistics of any kind shall be accepted by Clever Me or have any effect under these Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Partner funds based on certain factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim. No payment will be owed in the event that Clever Me determines, in its discretion, that Partner has engaged, directly or indirectly in fraud or any other practices that are likely to harm the reputation of Clever Me.
6. Ownership. Each Party retains all right, title and interest, including all Intellectual Property Rights, in and to (a) its Marks, Content and Site, and (b) any new inventions, developments or technology resulting from or in connection with the performance of such Party’s obligations hereunder. Except as expressly set forth in Section 2, each Party reserves all rights and grants the other Party no licenses of any kind hereunder.
7. Term and Termination.
Term. The term of this Partner Agreement shall commence on the Effective Date and end one (1) year from the Effective Date (the "Term") and the Term will automatically renew for consecutive one (1) year periods; provided that either Party may terminate this Partner agreement at any time with ten (10) days prior written notice.
Termination for Cause. If either Party defaults in the performance of any material provision of this Partner Agreement, then the non-defaulting Party may terminate this Partner Agreement immediately.
Termination for Insolvency and Related Events. This Partner Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts, (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.
Effect of Termination. Upon termination of this Partner Agreement, Partner will discontinue all further promotion of Clever Me’s products and services pursuant to this Partner Agreement. Without limiting the generality of the foregoing, Partner will cease all display, advertising, and use of all of Clever Me’s Marks and will not thereafter use, advertise, or display any such Marks unless otherwise agreed by Clever Me in writing.
Survival of Certain Terms. The provisions of Section 1 and Sections 5-11 of this Partner Agreement shall survive the expiration or termination of this Partner Agreement for any reason. All other rights and obligations of the Parties shall cease upon termination of this Partner Agreement.
8. Warranty. Partner represents, covenants, and warrants:
It has the power to enter into and perform its obligations under this Agreement;
The Partner Site(s) complies with all applicable laws and regulations and Partner shall not do anything or omit to do anything which would or may constitute a breach of any laws or regulations applicable to Partner in any jurisdiction (including all applicable rules and regulations relating to financial and/or markets or exchanges, investment services, marketing and advertising, privacy and data collection, and/or anti-bribery and anti-corruption);
Partner shall not process any Personal Data from the Investopedia Site or the Links. "Personal Data" means any information that (a) can be used to identify, contact, or locate a specific individual (including, without limitation, name, address, telephone number, email address, payment card number, and government-issued identification number) or (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a "cookie" or processor serial number; and
Partner shall not engage in, procure, or encourage any third party to engage in, any activity or behavior which is illegal, is in bad faith, is not in the spirit of the terms of this Agreement.
9. Warranty Disclaimer. CLEVER ME’S PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS STATED IN ABOVE IN SECTION 7, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
10. Indemnity. Partner shall indemnify Clever Me and its officers, directors, employees, representatives, agents, successors, and permitted assigns, against all liabilities, costs, expenses, damages and losses, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the other party arising out of or in connection with any breach of the representations or warranties contained in the Agreement.
11. Limitation of Liability. EXCEPT WITH RESPECT TO BREACH OF SECTION 7 OR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CLEVER ME ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS PARTNER AGREEMENT EXCEED THE AMOUNTS PAID TO PARTNER UNDER THIS PARTNER AGREEMENT.
Independent Contractor. Neither Party shall be deemed to be an agent of the other Party for any purpose, and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
Governing Law and Jurisdiction. This Partner Agreement is governed and interpreted in accordance with the laws of the State of Michigan, U.S.A. without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. The Parties consent to the exclusive jurisdiction of, and venue in, Wayne County, Michigan, U.S.A. for the adjudication of any disputes arising hereunder.
Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE FILING PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS CREATIVE MARKET AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CLEVER ME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Assignment. Neither Party shall assign, delegate, or otherwise transfer its rights or obligations under this Partner Agreement, by operation of law or otherwise, without the prior written consent of the other Party (to be granted or withheld in its reasonable discretion); except that Clever Me may assign this Partner Agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This Partner Agreement will inure to the benefit of the Parties and their permitted successors and assigns.
Merger, Modification and Waiver. This Partner Agreement constitutes the entire agreement between Clever Me and Partner with respect to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard thereto. No modification of or amendment to this Partner Agreement, nor any waiver of any rights under this Partner Agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
Severability. If any of the provisions of this Partner Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.
Last revised on December 9th, 2018.