Affiliate Agreement

Affiliate Agreement

Our affiliates are very important to us. If you have any questions, please don’t hesitate to let us know. For the quickest results contact us by sending an email to: support@nicoleliloia.com

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NICOLE LILOIA, LCSW, LLC dba NICOLE LILOIA. BY APPLYING FOR THE AFFILIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the NICOLE LILOIA AFFILIATE PROGRAM. The purpose of this Agreement is to allow you to make referrals from your website to the NICOLE LILOIA website in the manner set forth herein. Please note that throughout this Agreement, “we,” “us,” and “our” will mean NICOLE LILOIA, and “you,” “your,” and “yours” will mean you, the Affiliate.

2. Enrollment in the Affiliate Program

(a) Completion of the Application: If you have not already done so, you need to complete an application to the Affiliate Program. You need to identify your website, describe how you plan to implement the program, and provide certain contact information. The application can be found at

(b) Acceptance of Your Application. You understand that we may accept or reject your application at our sole discretion. Your application will be rejected if any of the information you provide is incorrect or incomplete, or if your website promotes materials of a sexual, pornographic, violent, or defamatory nature, or if you or your website discriminate, violate any applicable law, or violate any person’s intellectual property rights.

(c) You Will Be Given a Password to Access Specific Affiliate Information: You will be given a password so that you may enter our secure Affiliate Center. From this website you will be able to download the Referral Specifications and Referral Materials and receive your reports that will describe our calculation of the Referral Fees due to you. It is your responsibility to keep your username and password information secure.

3. As an Affiliate What You Have to Do

(a) Link to Our Site:

(i) As a member of the NICOLE LILOIA AFFILIATE PROGRAM, you will implement the links, widgets, ads and other means of linking your website to our website pursuant to the Referral Specifications set forth at ENTER LINK TO AFFILIATE CENTER. At this site you will be able to download certain technical materials, including without limitations, links, HTML code, other software or applications, widgets, pixels, associated banner ads, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”).

(ii) We have the right to monitor your website as we feel necessary to make sure that you have used the Referral Materials and implemented and maintained the Referral Specifications properly. We will notify you of any changes that we feel should be made. Any failure by you to use the Referral Materials properly or to implement changes that we request will be a violation of this Agreement and grounds for termination.

(b) Give Us Your Full Cooperation: You agree to cooperate with us fully to establish and maintain any links between the our website and your website.

(c) Maintain Your Site: The maintenance and the updating of your website will be your responsibility. Because you are a member of our Affiliate Program and our information is updated often, it will be necessary for you to update the Referral Materials on your website on a regular basis to maintain consistency and accuracy between the our website and the Referral Specifications. We may monitor your website as we feel necessary to make sure it is up-to-date and to notify you of any changes we feel should be made, which changes you will promptly implement.

(d) Follow All Copyright Laws: It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your website. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person’s copyrighted material in violation of the law.

(e) All affiliates that send advertisements via email must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Consumer opt-in date; (b) Registration source; (c) First name; (d) Last name; (e) Email address; (f) Privacy Policy of Source Site; (g) Any other information collected; and (h) affiliate will supply such records to Company within one (1) business day of a request.

  • Unless otherwise approved in writing by Company, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
  • Affiliate websites must be fully functional at all levels;
  • Affiliate’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;

All affiliates shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. Company reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program.

4. As an Affiliate What You Need to Know and Understand

(a) We Can Monitor Your Site: You give us the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement, and to ntify you of any changes we feel you should make to remain in compliance. Failure to comply is a violation of this Agreement and grounds for termination.

(b) We Determine the Policies for the Purchases: Customers who purchase products through referrals made in the Affiliate Program will be considered our customers. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.

(c) You Cannot Send Out Publicity Without Our Consent: You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our consent.

(d) Starting Date of this Agreement: This Agreement will begin upon our acceptance of your Affiliate application.

(e) How this Agreement can be Ended: Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax and is effective immediately upon receipt. If this Agreement is terminated by either party, you must immediately cease all advertising activities. All moneys then due will be paid during the next billing cycle, subject to any final accounting.

(f) We Can Modify this Agreement: We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted at nicoleliloia.com/affiliate-agreement. Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and Affiliate Program rules, or to Referral Specifications or Referral Materials. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.nicoleliloia.com/affiliate-agreement

(g) Promotion Restrictions: Certain forms of advertising are always prohibited by NICOLE LILOIA. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote NICOLE LILOIA so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote NICOLE LILOIA so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from NICOLE LILOIA and its clients. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the NICOLE LILOIA AFFILIATE PROGRAM. Any pending balances owed to you will not be paid and your account may be forfeited because of unacceptable advertising.

5. As an Affiliate What You Receive

(a) You Earn Referral Fees: Except in states in which such a transaction is not permitted, you are eligible to earn Referral Fees during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. The exact amount of Referral Fees due to you in any given quarter will be calculated in the following manner:

(i) The Referral Fee shall be 25-50% (dependent on the program) of the amount actually received by us from a Referral that enrolls in a course or program on our website within thirty (30) days of our receiving the Referral, less taxes, returns, credits, and shipping or past the guarantee ending. A “Referral” is a person that you refer to our website using the Referral Materials in accordance with the Referral Specifications. Final determination as to whether to accept a Referral as a customer is at our sole determination.

(ii) Payment of Referral Fees will be made on a monthlyy calendar basis, but only if your unpaid, cumulative quarterly Referral Fee earnings exceed $50. If your unpaid, cumulative quarterly Referral Fee earnings are less than $50, they will be rolled to the following quarter. If this Agreement terminates, Referral Fees due at the time of termination will be paid at the end of the quarter following termination. Referral Fees are based on amounts we actually receive from Referral customers during the quarter.

(iii) If we determine that payment of Referral Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Referral Fees for any sales made in that jurisdiction.

(iv) In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

(v) In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you. All payments are made in U.S. dollars only.

(vi) Company shall compile, calculate and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by you.

(vii) As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service).

6. Grant of Licenses

(a) Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (i) grant your end-users access to our website solely through the Referral Materials used in accordance with the Referral Specifications and (ii) solely in connection with such activities, to use the Referral Materials and Referral Specifications. You may not alter, modify, or change the Link Referral Materials and Referral Specifications in any way. You are only entitled to use the Referral Materials and Referral Specifications to the extent that you are a member in good standing of our Affiliate Program.

(b) You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.

(c) Each party agrees not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7. As An Affiliate More Things You Need To Know and Understand

(a) Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING NICOLE LILOIA, LCSW, LLC. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

(b) Representations and Warranties: You represent and warrant to us that:

(i) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

(ii) You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

(iii) You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and,

(c) Limitations of Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT.

(d) Indemnification: You agree to indemnify and hold harmless NICOLE LILOIA and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.

You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.

(e) FTC Regulations: We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. For example, all endorsements, reviews, testimonials on NICOLE LILOIA’s products and services, as well as relationships between other types of content websites (forums, blogs, microblogs and other Social Media channels) and NICOLE LILOIA must be clearly disclosed in a separate policy on the affiliate sites. The FTC has noted that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such connection is “fully disclosed”. The FTC also scrutinizes that relationship as an endorser-sponsor and believes that the end user has the right to understand that an endorser-sponsor relationship exists. We agree with and share the concern of the FTC’s approach, and will not tolerate any affiliates that fail to adhere to the FTC’s guidance. We reserve the right to terminate our relationship with any non-compliant affiliates.

(f) Confidentiality: Each party agrees to use the other party’s Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party’s Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Affiliate agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Affiliate has violated this Agreement or any applicable law or regulation.

(g) Miscellaneous:

(i) Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.

(ii) Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party).

(iii) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the conflicts of laws and principles thereof.

(iv) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

(v) This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

(vi) The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

(vii) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

(viii) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.

This Agreement last updated: 9/8/17

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