HypnoBiz-in-a-Box™ Affiliate Agreement
Last Updated JANUARY 1, 2024
This Affiliate Agreement and the HypnoBiz-in-a-Box™ Terms of Service incorporated herein by reference (collectively the “Agreement”) govern your activity, application to join, and any subsequent participation in, HypnoBiz-in-a-Box™'s Affiliate program (the “Program”). By accepting the Terms of Service, or by participating in the Program, you also agree to be bound by the terms herein. This Agreement is a binding legal agreement between the individual who accepted its terms or the business entity that the individual represents (“Affiliate,” “You” or “you”) and HypnoBiz-in-a-Box™ Inc (“HypnoBiz-in-a-Box™,” “we” or “us”). If You represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. HypnoBiz-in-a-Box™ reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement.
SECTION 1. PROGRAM APPLICATION
You agree to provide all information reasonably requested by HypnoBiz-in-a-Box™ in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that HypnoBiz-in-a-Box™ retains sole and exclusive discretion to determine whether You qualify for participation in the Program. HypnoBiz-in-a-Box™ reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. Such forms of contact may include but are not limited to automated dialing systems, texts, and artificial or pre-recorded messages. You may revoke this consent at any time by submitting such revocation in writing to [email protected].
SECTION 2. PROGRAM RULES (THE “RULES”)
To participate in the Program, you must comply with the following Rules. If HypnoBiz-in-a-Box™ determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement, and HypnoBiz-in-a-Box™ may terminate this Agreement and Your participation in the Program immediately (including forfeiture of Earned Commissions), without liability, in addition to seeking any other available remedies in law and equity.
a. Compliance with the Laws. You are responsible for compliance with all applicable laws and regulations. In particular, Affiliate may only 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. HypnoBiz-in-a-Box™ retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct are in compliance with all laws.
b. Disclosure Requirement. On any website that Affiliate advertises any HypnoBiz-in-a-Box™ Service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as: “Disclosure: I am an independent entity from HypnoBiz-in-a-Box™. I am not an agent or employee of HypnoBiz-in-a-Box™ and have no authority to make a binding contract or represent HypnoBiz-in-a-Box™. I receive referral payments from HypnoBiz-in-a-Box™. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by HypnoBiz-in-a-Box™ Inc or any of its subsidiaries, agents, or assigns.
c. Non-Disparagement. Affiliate agrees that Affiliate shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning HypnoBiz-in-a-Box™ or any employees or officers now or in the future. Affiliate may not make any negative comment about a competitor for the purpose of promoting HypnoBiz-in-a-Box™ products or services.
d. Social Media Requirements. If Affiliate advertises on any social media platform, Affiliate must comply with all rules imposed by each social media platform (for example, this includes but is not limited to the following: (i) Each Instagram post must use Instagram’s “Paid Partnership” tool, and (ii) 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). You are responsible for ensuring Your compliance with the applicable social media platform rules. In addition, each post must comply with all of the following:
Each post must contain #HypnoBiz-in-a-Box™
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
e. Marketing Claims. Affiliates are strictly prohibited from making claims concerning the products and services offered by HypnoBiz-in-a-Box™ that are inconsistent with, or beyond the scope of marketing materials produced and made available by HypnoBiz-in-a-Box™ on HypnoBiz-in-a-Box™’s website, www.hypnobiz-in-a-box.com (“HypnoBiz-in-a-Box™ Website”). Affiliate is also expressly prohibited from making any express or implied claims that HypnoBiz-in-a-Box™ is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. Affiliates may not make, publish or communicate any claims or statements that expressly or impliedly guarantee that a potential new user (“Prospect”) will make money by using HypnoBiz-in-a-Box™ or by becoming an Affiliate. In addition, all marketing collateral made, published, and communicated by Affiliate must be:
completely true and accurate and supported by evidence of Affiliate’s experience.
accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results based on my experience. Your results may be different. There is no guarantee you will make money.”
f. General Advertising Rules. You represent and warrant that Your affiliate website(s) (“Website”), social media posts, and any other advertising materials will not:
Infringe HypnoBiz-in-a-Box™’s or anyone else’s intellectual property, publicity, privacy or other rights.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
violate any applicable law, rule, or regulation.
g. Unacceptable Content. You agree that You will not advertise on websites that feature, disseminate or promote any of the following content:
Adult, obscene or sexually explicit material.
Hate speech, or offensive, violent, harmful or dangerous content.
Content that promotes discrimination or harassment based on race, color, religion, sex, gender, sexual orientation, disability, nationality, or veteran status.
Content that contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Violent, threatening or harassing content.
Misrepresentative or libelous content.
Any other content that HypnoBiz-in-a-Box™ in its sole discretion determines is not appropriate for advertising on.
h. Bidding on Brand Terms. You may not bid on keywords or phrases that include any HypnoBiz-in-a-Box™ trademarks, or variations or misspellings thereof, for use in pay-per-click (PPC) advertising on search engines (including but not limited to Google, Bing, and Yahoo). Additionally, You may not use HypnoBiz-in-a-Box™ trademarks, or any variation or misspelling thereof, in the ad title or ad copy for PPC advertising on search engines. You are expressly prohibited from using any domain names that incorporate any HypnoBiz-in-a-Box™ trademark, or any variation or misspelling thereof, for PPC advertising on search engines. You may not engage in “framing” or “cloaking” or employ any other technology or technique that disguises the actual URL of the page containing the HypnoBiz-in-a-Box™ Website.
i. No Paid Advertising on Facebook. You may not purchase any advertising on Facebook that directs the viewer to any HypnoBiz-in-a-Box™ Website or any website that is affiliated with HypnoBiz-in-a-Box™, including Affiliate’s website.
j. E-mail Marketing. You may only promote HypnoBiz-in-a-Box™ through email marketing if you have received written approval from HypnoBiz-in-a-Box™, and in compliance with all laws and regulations governing email marketing. HypnoBiz-in-a-Box™ retains sole discretion in granting or denying any Affiliate’s request to engage in email marketing.
SECTION 3. EARNING COMMISSIONS
a. Payment of Commissions. HypnoBiz-in-a-Box™ agrees to pay You a commission as described in the HypnoBiz-in-a-Box™ Compensation Plan (“Compensation Plan”) for the HypnoBiz-in-a-Box™ Service orders made through your Affiliate Link, and for the accounts of all new users (“Users”) who sign up through your Affiliate Link, and pay for a Service within 30 days of clicking on your Affiliate Link. Commissions are payable to You for the accounts of all Users who sign up for a HypnoBiz-in-a-Box™ Service within 30 days of clicking on your Affiliate Link. HypnoBiz-in-a-Box™ agrees to pay You a commission for as long as User maintains a paid subscription for a HypnoBiz-in-a-Box™ Service.
b. No Self-Dealing. Affiliate shall not order any HypnoBiz-in-a-Box™ Service through its own Affiliate Link or under any other Affiliate in an attempt to qualify for compensation under the Compensation Plan.
c. Payment Terms. HypnoBiz-in-a-Box™ agrees to pay commissions for User purchases made through Your Affiliate Link and in compliance with the Compensation Plan. The payments will be made monthly, and You will receive the commission on the 10th day of each month for the prior month’s accounts. You will only be paid for commissions that have accrued greater than $100. Any unpaid accrued commission of less than $100 will accrue to the next month until you have accrued at least $100 in unpaid commission. You may request Your commission at any time via the HypnoBiz-in-a-Box™ website. Payments will be made in U.S. Dollars. You agree that it is Your sole responsibility to provide HypnoBiz-in-a-Box™ with accurate tax and payment information and to maintain and update your contact information. All payments will be made via Paypal.
d. Taxes. Affiliate shall be solely responsible for any taxes owed on compensation earned pursuant to the Agreement.
e. Chargebacks and Refunds. If a User requests a refund for a transaction for which You have earned a commission, any commission earned on the refund amount will be deducted from Your affiliate payment. HypnoBiz-in-a-Box™ reserves the right to deduct such commission from Your future earnings.
f. Commission Reversal. HypnoBiz-in-a-Box™ retains the sole discretion to reverse commissions due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these Terms and in the HypnoBiz-in-a-Box™ Compensation Plan.
SECTION 4. INTELLECTUAL PROPERTY RIGHTS
HypnoBiz-in-a-Box™ may furnish you with specific resources and materials (such as white-labeled courses, PowerPoint presentations, pitch decks, website templates, images, social media posts, etc.) for use in conjunction with your participation in the Program (collectively referred to as "HypnoBiz-in-a-Box™ Materials"). You acknowledge our ownership of these HypnoBiz-in-a-Box™ Materials and agree that you will not take any actions inconsistent with our ownership. Furthermore, you acknowledge that all your utilization of the HypnoBiz-in-a-Box™ Materials, including associated goodwill, will benefit and be on behalf of HypnoBiz-in-a-Box™. If requested, you agree to cooperate with us in registering this Agreement with the appropriate government authorities. This Agreement confers upon you no right, title, or interest in the HypnoBiz-in-a-Box™ Materials, except for the right to use them in accordance with this Agreement. You also commit not to challenge our rights, title to the HypnoBiz-in-a-Box™ Materials, or the validity of the HypnoBiz-in-a-Box™ Materials or this Agreement.
All rights concerning the Services and the name and trademarks of HypnoBiz-in-a-Box™, whether currently existing or arising in the future, unless expressly granted to you herein, are retained by HypnoBiz-in-a-Box™. Any goodwill generated as a result of your use of HypnoBiz-in-a-Box™'s name and trademarks shall exclusively benefit HypnoBiz-in-a-Box™. You may not employ HypnoBiz-in-a-Box™'s name or trademarks without obtaining prior written consent from HypnoBiz-in-a-Box™, except as provided in this Agreement. Should you become aware of any infringement or imminent infringement of HypnoBiz-in-a-Box™'s rights, you agree to promptly inform HypnoBiz-in-a-Box™ and offer reasonable assistance to HypnoBiz-in-a-Box™ at HypnoBiz-in-a-Box™'s expense. You shall not endorse or provide services to any other business or individual that is infringing upon HypnoBiz-in-a-Box™'s intellectual property. You will employ commercially reasonable measures to safeguard the security of the Services on your system and network, including internal and public websites, against hacking or other unauthorized access, alteration, or distribution. In the event of any security breach, you will notify HypnoBiz-in-a-Box™ promptly and take immediate corrective action.
SECTION 5. TERM AND TERMINATION
The term of this Agreement will commence upon either (i) your acceptance or execution of this Agreement or (ii) HypnoBiz-in-a-Box™'s approval of your participation in the Program. Your participation in the Program will continue on a month-to-month basis unless terminated. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with thirty (30) days' prior written notice of termination. If, in our sole discretion, you breach or attempt to breach any provision of this Agreement, Privacy Policy, or the Terms of Service, or violate any applicable laws, whether related to your use of HypnoBiz-in-a-Box™ or otherwise, we reserve the right to terminate this Agreement or suspend your access to the Website at any time without prior notice. In such circumstances, and at our sole discretion, we may also terminate our relationship and suspend any accounts owned or controlled by you. If this Agreement is terminated due to your breach, you will immediately forfeit all Commissions and any other payments owed to you, present or future, without any further liability on the part of HypnoBiz-in-a-Box™.
In the event of termination or cancellation of this Agreement, all provisions that, by their nature, should survive, will survive, including but not limited to limitations of liability, warranty disclaimers, indemnity obligations, mandatory arbitration, class action waiver provisions, and exceptions to arbitration. Your representations and warranties will also survive termination or cancellation of this Agreement and/or your HypnoBiz-in-a-Box™ account.
SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to your other representations and warranties in this Agreement, you further represent and warrant that there are no prior or pending government investigations or inquiries, or prosecutions against you by the Federal Trade Commission ("FTC"), any other federal or state governmental agency, or any industry regulatory authority, worldwide. Additionally, you represent that there are no prior or pending private lawsuits against you related to alleged intentional torts or violations of consumer protection or advertising laws. If you become the subject of such an investigation, inquiry, prosecution, or lawsuit after executing this Agreement, you are obligated to notify HypnoBiz-in-a-Box™ within 24 hours. HypnoBiz-in-a-Box™, at its sole and exclusive discretion, may immediately terminate your participation in the Program and terminate this Agreement based on any investigation, proceeding, or lawsuit disclosed pursuant to this paragraph.
SECTION 7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties regarding the Program and supersedes any other written or oral agreements between the parties. If you have executed a separate written agreement related to the Program, that separate agreement will prevail in the event of a conflict between it and this Agreement.
SECTION 8. INDEPENDENT CONTRACTOR
Affiliates are independent contractors of HypnoBiz-in-a-Box™. It is expressly understood and intended that no employee/employer or principal-agent relationship shall exist between HypnoBiz-in-a-Box™ and you by virtue of this Agreement. You have no authority to act on behalf of or bind HypnoBiz-in-a-Box™ in any manner, nor do you share in HypnoBiz-in-a-Box™'s profits or losses. The compensation specified in this Agreement is the only compensation available to you. You are solely and exclusively responsible and liable for all your actions or omissions.
SECTION 9. DISCLAIMER
HypnoBiz-in-a-Box™ does not guarantee or promise your business success, income, or sales. You acknowledge and agree that HypnoBiz-in-a-Box™ does not provide sales leads or referrals to you at any time. Moreover, you understand and agree that this is not a business opportunity, a franchise opportunity, a "business-in-a-box," or an assisted marketing plan.
SECTION 10. LIMITATION OF LIABILITY
Except where prohibited by law, in no event shall HypnoBiz-in-a-Box™ or any of its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs, or claims arising from or related to this Agreement, Terms of Service, the Privacy Policy, the Platform, or Services, your or a third party's use or attempted use of the website or any software, service, or product, regardless of whether HypnoBiz-in-a-Box™ has been advised of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. This applies regardless of the manner in which damages are allegedly caused, and under any theory of liability, including breach of contract, tort (including negligence and strict liability), warranty, or otherwise. In no event shall HypnoBiz-in-a-Box™'s liability to you or your business exceed the lesser of three (3) times the payments made by you to HypnoBiz-in-a-Box™ for the month preceding the date on which the facts giving rise to a claim against HypnoBiz-in-a-Box™ occurred, or one-thousand five-hundred dollars ($1500), subject to applicable law. The remedies specified above are your exclusive remedies for HypnoBiz-in-a-Box™'s entire obligation and liability, in the case of any breach of our limited warranty. Subject to applicable law, HypnoBiz-in-a-Box™'s liability under this Agreement shall not exceed the limited liability amount stated in this section. However, this shall not preclude HypnoBiz-in-a-Box™ from pursuing all available remedies in law or equity.
SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
Any dispute arising under this Agreement shall be resolved through arbitration conducted by the American Arbitration Association in accordance with its then-current rules. The arbitration shall be held before a single arbitrator in Pinellas County, Florida, and conducted in English. The arbitrator(s) shall apply the laws of the State of Florida. The arbitrator's decision will be in writing and final, binding upon the parties. Each party will bear its own costs related to the arbitration, regardless of the outcome. This section provides the sole recourse for dispute resolution under this Agreement, except that either party may seek preliminary injunctive relief or other injunctive remedies in a court of competent jurisdiction if, in good faith, it believes such action is necessary to prevent or limit irreparable harm.
Moreover, the parties agree not to bring any disputes with each other on a collective or class basis. Instead, disputes must be brought to arbitration on an individual basis only. An arbitrator, not a court, will resolve any disputes concerning the enforceability or validity of this class and collective action waiver. If this class action waiver is deemed illegal for any reason, the parties agree that a court, not an arbitrator, will decide any class or collective action.
SECTION 12. INDEMNITY
You agree to defend, indemnify, and hold harmless HypnoBiz-in-a-Box™, its officers, directors, employees, owners, parent companies, and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including reasonable attorneys' fees and the costs of any investigation) directly or indirectly arising from or connected to (1) your use of or reliance on information or data provided or to be provided by you, (2) any breach of this Agreement by you, (3) your use or possession of any HypnoBiz-in-a-Box™ property, except to the extent caused by HypnoBiz-in-a-Box™'s gross negligence or willful misconduct, or (4) any negligence, gross negligence, or willful misconduct by you, your employees, or agents.
SECTION 13. SEVERABILITY
If any provision of this Agreement conflicts with or violates any applicable law, rule, or regulation, that provision shall be deemed modified to comply with the law, rule, or regulation, and this Agreement, as modified, shall remain in full force and effect.
SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF
HypnoBiz-in-a-Box™ may seek equitable or provisional relief from a court of competent jurisdiction to enforce any right or interest it has under this Agreement. Such relief may include, but is not limited to, a temporary restraining order, preliminary injunction, writ of attachment, order for an audit, or enforcement of any liens or security interests held by either party in the property of the other. The availability of judicial actions described in this paragraph does not waive or limit the right to adjudicate the merits of the dispute through arbitration.
The parties acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to HypnoBiz-in-a-Box™ for which there will be no adequate remedy at law. In addition to other remedies available in law or equity, the non-breaching party is entitled to seek injunctive relief to prevent further breaches of this Agreement by the other party, without the requirement of posting a bond or proving actual damages resulting from the breach.
SECTION 15. COMPLAINT NOTIFICATION
Affiliates must promptly notify HypnoBiz-in-a-Box™ of any complaints received regarding any advertisements within twenty-four (24) hours of receiving such complaints. Notice should be directed to the HypnoBiz-in-a-Box™ Support Team [email protected]
SECTION 16. FORCE MAJEURE
Neither party shall be held liable for the nonperformance of their obligations under this Agreement if such nonperformance results from a Force Majeure Event as defined in this Section, provided that reasonable notice and good faith efforts to find a reasonable solution are provided. "Force Majeure Event" refers to any act of God; war; riot; civil strife; terrorism, domestic or foreign; embargo; governmental rule, regulation, or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; unavailability of labor or materials beyond the party's control; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not reasonably within the control of the affected party. Upon the occurrence of a Force Majeure Event, the non-performing party must promptly notify the other party, explaining the anticipated impact on performance.
