Morter Institute Affiliate Agreement
The following are the terms and conditions of participating in Dr. Sue Morter and Morter Institute’s Affiliate Program. By taking the action of enrolling and participating in the Program you agree to abide by the terms of this contract. “Affiliate” or “you” refers to yourself, and “Morter Institute” refers to Dr. Sue Morter, LLC DBA Morter Institute (hereafter referred to as “Morter Institute”), an Indiana corporation located at 10439 Commerce Drive, Suite 140, Carmel, Indiana, 46032, United States.
“Affiliate Link” means a unique URL, designated by Morter Institute, which allows Morter Institute to identify visitors from your web site as originating from you.
“Expenses” means taxes paid by customers, withholding taxes, discounts, bad debts and other write-offs, a reserve for returns, refunds, and currency exchange fees, if any.
“Product” refers to Morter Institute products, which may include virtual courses, membership programs, and related products that will be more fully described at http://www.DrSueMorter.com. Not all products and services are included and commissionable in this program. Selected products and bundles of products designated as part of this program will be identified to the Affiliate, with appropriate tracking links provided. Pass-through costs for live events or retreats (lodging, food, etc) are also excluded from product totals when calculating Affiliate commission.
“Buyer” means an individual or entity that purchases the Product.
2. Payments and Commissions
Morter Institute will pay Affiliate a commission ranging from 10% to 50% of the total amount actually collected by Morter Institute, less Expenses, for each sale of the Product which is identified by a visitor from Affiliate’s web site using its unique Affiliate Link (“Commission”). Commission percentages may vary depending upon the product and percentages will be communicated to the Affiliate. For Affiliate to qualify for commission, sales must be made via the Affiliate’s unique tracking link(s). Affiliate is responsible for setting up tracking links properly on Affiliate’s website and/or in Affiliate’s email promotions.
Affiliate Commissions shall be paid by check to an address specified by Affiliate for this purpose. We reserve the right to make payments using other standard payment forms. All Commissions earned during a quarterly period will be paid out on approximately the last day of the subsequent quarter. Morter Institute reserves the right to delay issuance of Commission payments until the balance owed Affiliate reaches $100.00. The Affiliate Program is limited to the United States, and all payments will be made in U.S. dollars.
If a qualifying sale is canceled or refunded, the related Commission will be deducted from the next payment. Affiliate will not be paid for its own orders of the Product.
All Affiliate applications are subject to approval by Morter Institute in its sole discretion. Commissions will not be paid until Affiliate provides Morter Institute with a completed and signed W-9 form.
3. Affiliate Link
You will be issued an “Affiliate Link”, or unique URL, for each commissionable product, which allows Morter Institute to identify visitors from your site as originating from you. These visitors are tracked with this unique URL, and sales are recorded with your Affiliate Id. For an Affiliate to earn commission, that Affiliate’s referred customers must use the provided Affiliate Link. Affiliates may provide the link to Affiliate’s contacts and customers through a website or emails, and may choose to link them to banners, images, or text.
Affiliate is solely responsible for insuring that its Affiliate Link is set up properly to qualify for Commissions.
Morter Institute reserves all rights in and to The Energy Codes® and Dr. Sue Morter, and Morter Institute for BioEnergetics names and all related product trademarks, trade names, logos, taglines, slogans and similar identifying marks (collectively, the “Trademarks”). Morter Institute grants to Affiliate a nonexclusive right to display the Trademarks on Affiliate’s web site and in email in connection with the Affiliate Link.
Before using the Trademarks, Affiliate must have any materials on which the Trademarks appear approved by Morter Institute. Affiliate may not change the proportion, color or font of the Trademarks, or otherwise alter the Trademarks. Affiliate may not display the Trademarks in any manner that implies sponsorship or endorsement by Morter Institute, except of Affiliate’s involvement in the Affiliate Program described in this Agreement. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.
The Trademarks may not be used to register Internet domain names for any purpose. Affiliate may not use the Trademarks to disparage Morter Institute, its products or services, or in a manner which, in Morter Institute’s reasonable judgment, may diminish or otherwise damage Morter Institute’s goodwill in the Trademarks. Affiliate acknowledges that all goodwill generated through Affiliate’s use of the Trademarks will inure to the benefit of Morter Institute and hereby assigns and shall assign to Morter Institute any and all goodwill generated through Affiliate’s use of the Trademarks, without any payment or other consideration of any kind to Affiliate, and Affiliate further agrees to take all actions necessary to effect such assignment. Upon termination of this Agreement, Affiliate shall cease to use the Trademarks.
Affiliate may bid on keywords using their affiliate link EXCEPT affiliate may not bid on the company name, product names, website names, synonyms, or trademarks (registered or not) owned or operated by Morter Institute or our joint ventures or partners. Doing so gives Morter Institute the right to unilaterally end payments to that affiliate for previous, current or future purchases tracked to that affiliate or its sub-affiliates.
4. Confidential Information
“Confidential Information” shall include any information, including email addresses of buyers referred by the Affiliate, whether oral, written or observed, regarding the terms of this Agreement or sales of the Product. All Confidential Information shall remain the exclusive property of Morter Institute and shall be immediately returned to Morter Institute upon request, together with all copies thereof. Affiliate shall hold Confidential Information in trust and confidence for Morter Institute and shall not disclose such Confidential Information or use it for any purpose other than to perform as required by this Agreement. Affiliate may not disclose Confidential Information to employees or third parties unless it is necessary for such employees or third parties to know such Confidential Information in order for Affiliate to perform its obligations and duties pursuant to this Agreement.
5. Sending Unsolicited Email or Spam
Affiliate agrees to not send unsolicited mail or SPAM mail to promote any of Morter Institute’s products or services. This action WILL RESULT in immediate termination of your account with a cancellation of any pending Commissions. Affiliate will also be in violation of the Morter Institute Affiliate Agreement and subject to legal action.
6. Prohibited Sites
Web sites that promote sexually explicit material or violence are not eligible to be Affiliates. Sites that promote discrimination based on race, sex, sexual orientation, religion, national origin, or physical disability shall not be accepted. Web sites that promote illegal activities shall not be accepted. Do not apply if your web site promotes these kinds of activities. By applying, you are stating that your web site does not directly promote or endorse such activities.
7. Term of Agreement
This agreement remains in effect until terminated by either party.
Within twenty-four (24) hours after termination (whether by Affiliate or Morter Institute), Affiliate must remove all references to the Affiliate Link from Affiliate’s web site and email lists.
Commissions by Affiliate earned through the date of termination of this agreement will remain payable only if the qualifying sales are not canceled or refunded by the Buyers referred by Affiliate. Payment of the final Commission payment to Affiliate will be paid after the end of the current calendar quarter. The provisions of section 1, the last two paragraphs of section 3, and sections 4, 5, 7, 8, 11 and 12 shall survive termination of this Agreement.
Morter Institute will make every reasonable effort to track and pay Commissions for all sales that apply to Affiliate. However, Morter Institute is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service.
Morter Institute expressly disclaims any and all warranties, express, implied or statutory, and any and all warranties of merchantability, non-infringement or fitness for a particular purpose with respect to the Product. The warranties, if any, with respect to the Product will run directly from Company to Buyers.
To protect Morter Institute customer privacy, we cannot provide identifying Buyer names and contact information to you. However, we will provide an online report detailing price, service, date of sale, and certain other data for your records.
10. Independent Businesses
The relationship between Morter Institute and Affiliate established by this Agreement is that of independent businesses in a contract, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between Affiliate and Morter Institute. Morter Institute and Affiliate shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.
The term “Affiliate” shall not be interpreted as a legal partner or affiliate, simply as an independent business doing marketing for Morter Institute under this agreement. Affiliates are NOT employees of Morter Institute, and are responsible for their own local, state, or country taxes. Affiliate understands that Affiliate does not have authority to make or accept any offers or make any representations on behalf of Morter Institute. Affiliate shall not misrepresent Morter Institute products or services.
11. Limitation of Liability
Morter Institute shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program, even if Morter Institute has been advised of the possibility of such damages. Morter Institute aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commissions paid or payable by Morter Institute to Affiliate under this agreement. In no event shall Morter Institute be liable to any party for costs of procurement of substitute goods, lost profits or any other special, consequential, incidental, or indirect damages, losses, costs or expenses of any kind, however caused, and whether based in contract, tort (including negligence), or any other theory of liability regardless of whether Morter Institute has been advised of the possibility of such damages, losses, costs or expenses.
Affiliate understands that Affiliate tracking can never be 100% accurate and Morter Institute is not responsible for inaccuracies that might occur. Tracking of Affiliate sales depend on several factors which are out of the control of Morter Institute. It is the goal of Morter Institute to make Affiliate tracking as accurate as possible; however, Morter Institute cannot guarantee 100% tracking for situations beyond its control.
This agreement shall be governed by the laws of the State of Indiana and the United States, without regard to conflict of law principles. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Indianapolis, Indiana, and the parties consent to the personal and exclusive jurisdiction of these courts.
This is the entire Agreement between Affiliate and Morter Institute with respect to the subject matter hereof. Affiliate may not assign this Agreement, by operation or law or otherwise, without Morter Institute’s 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. Morter Institute’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Morter Institute’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.