This Affiliate Agreement and the Done by One Terms of Service  incorporated herein by reference (collectively the “Agreement”) govern your activity, application to join, and any subsequent participation in, Done By One’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 Believe Learn Achieve, LLC DBA Done By One (“Done By One” “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. Done By One 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 Done by One 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 Done By One retains sole and exclusive discretion to determine whether You qualify for participation in the Program. Done By One 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 Done By One 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 Done By One 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. Done By One retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.

b. Disclosure Requirement. On any website that Affiliate advertises any Done By One Product or Service, 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 Done by One. I am not an agent or employee of Done By One and have no authority to make binding contract or represent Done by One. I receive referral payments from Done By One. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by Done by One or any of its subsidiaries, agents, or assigns.

c. 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:

1. Each post must contain #DonebyOne

2. 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

d. General Advertising Rules. You represent and warrant that Your affiliate website(s) (“Website”), social media posts, and any other advertising materials will not:

Infringe Done By One or anyone else’s intellectual property, publicity, privacy or other rights.

1. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.

2. 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.

3. 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.

e. Other Rules: You represent, warrant and agree to comply with the following:

1. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate.

2. 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 Done By One, any brand name of Done By One, or based on the trademarks or brand name of any competitor of Done By One or any other third party.

3. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.

4. Affiliate will only use the links we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation or modification of any kind.

5. You may not “self-refer,” meaning that only transactions by other persons using your affiliate link will result in Earned Commissions.

6. You may not engage in deceptive, manipulative or fraudulent behaviors (whether done independently, in coordination with a Prospect, or another affiliate) or otherwise engage in conduct that, in Done By One’s sole discretion, is abusive of or outside the spirit of the Program in order to acquire additional Commissions.

7. You will not engage in any behaviors that are fraudulent, abusive, or harmful to the Done By One Website or the Program at our discretion.

8. We reserve the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.

9. Your Website will not in any way copy, resemble, or mirror the look and feel of Done By One’s Website. 

10. You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).

11. The maintenance and the updating of Your Website(s) will be your responsibility. We may monitor Your Website(s) as we feel necessary to make sure that it is (or they are) up-to-date and to notify you of any comments as it relates to the Program.

12. You will not send unsolicited bulk-emails, text spam, form spam, social media spam or any other form of communication to which Prospects or others have not consented.

13. You will not create advertisements that appear on (a) sites and apps that contain or reference categories adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.

14. You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by Done By One in writing. 

SECTION 3. COMPENSATION

Upon acceptance into the Program, You will receive a unique Affiliate ID. You may earn Commissions (as further described below) for each sale (“Sale”) that is registered using Your Affiliate ID.In order to receive commissions you must be an active and in good status Done By One user. In the event that a Prospect has multiple Affiliate cookies (“Cookies”), the most recently acquired Cookie will generally determine which Affiliate is credited with a Sale except in instances of (i) recently canceled Prospects who attempt to re-subscribe under a different affiliate within 90 days of cancellation, (ii) cases of self-referral, or (iii) other scenarios.  If a Prospect signs up for Done by One without connection to any Affiliate, that Prospect is considered unaffiliated, and no Commissions will be earned by any Affiliates for that Prospect unless otherwise agreed to by Done By One in writing.A Commission is “earned” only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to Done By One to facilitate payment and (ii) a Prospect’s account has remained in good status for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of attempted payout, Affiliate has not maintained a usable account with a third party payment provider or Done By One is unable to payout Commissions due to incomplete or inaccurate information provided by the Affiliate. Commission payout amounts will be determined by Done By One in its sole discretion. Commission rates may change from time to time at Done By One’s sole discretion. Except as otherwise provided herein, Commission payouts will be paid on the 15th of each month following Done By One’s receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, Commission payouts will typically occur on the following business day, although exceptions may apply. All Commission payouts are calculated based on the amount of fees received by Done By One,  less sales taxes.

Commission and or Referral is paid out only on the initial 12 months of services and the Done By One client must be in good standing and up to date with payments. 

The Commission Rates are as follows:

a. If you are on the DB1 Agent Plan and refer a user in which the user signed up with your affiliate link, you will receive 10% of the monthly commission amount after taxes for the initial 12 months. If the user signs up for the annual plan you will receive a one-time commission payout of 10% on the annual plan minus taxes. (Applicable to all approved Affiliates) 

b. If you are on the DB1 Pro or Executive Plan and refer a user in which the user signs up with your link, you will receive 25% of the monthly commission amount after taxes for the initial 12 months. If the user sings up for the Annual Plan you will receive a one-time commission payout of 25% on the annual plan minus taxes (Applicable to all approved Affiliates) 

Note: 

Commission are paid on the 15th day of the following month after the client has signed up and is in good standing. The affiliate must be a member for the Done By One Community by being in Good standing on the monthly or the annual plan.

If the User has signed up for the Monthly plan the Affiliate will receive the commission payout monthly, on the 15th day of the following month the user has signed up

If the User has signed up for the Annual Plan the Affiliate will receive the commission payout one time- on the 15th day of the following month

The Affiliate must also be a member of the Done By One Community and in good standing to receive their commission amounts. 

The payout is on the Monthly Plan or Annual Base Plan only and does not include any upgrades such as Yext, Wordpress, etc. 

The Affiliate must also be a member of the Done By One Community and in good standing to receive their commission amounts. The payout is on the Monthly Plan or Annual Base Plan only and does not include any upgrades such as Yext, Wordpress, etc. 

Affiliates must register with a third party payment provider to receive Commissions payouts. Done By One or the third party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or tax other documents (the “Required Documents”) before processing Commissions payouts. If You fail to submit the Required Documents in a timely manner, Done By One or the third party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, Done By One may withhold tax (including, not limited to, VAT) where required by applicable law. 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).

If Done By One 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 considered earned for such Sale. If a Commission has already been paid out for a Sale that is later deemed by Done By One to be fraudulent or in violation of this Agreement or the law, the Commission amount will automatically be withheld against any future Commissions or refunded back to Done By One at its option. Done By One may also terminate this Agreement and Your participation in the Program immediately without any further liability to you.

If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned, and the Commission will be deducted from Your future Commission payouts.

Done By One will make reasonable efforts to payout all Earned Commissions. In the event that Done by One is unable to payout a Commission for any reason outside of Done By One’s control, those Commissions may be forfeited at Done By One’s sole discretion.

SECTION 4. INTELLECTUAL PROPERTY RIGHTS

Done By One may provide you with certain resources and materials (such as white labeled courses, powerpoints, pitch decks, website templates, images, social media posts, etc) to be used in connection with your participation in the Program (collectively, “Done By One Materials”). You acknowledge our ownership of our Done By One Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Materials (including all associated goodwill) will insure to the benefit of, and on behalf of the Done By One. If requested, you agree to assist us in recording this Agreement with appropriate government authorities

SECTION 5. TERM AND TERMINATION

The term of this Agreement will begin the earlier of (i) your acceptance or signing of this Agreement; or (ii) Done By One’s approval of Your participation in the Program. Your participation in the 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 determination, You defaulted or made an attempt to default any term or provision of the Agreement, Privacy Policy, or the Terms of Service, or violated any law, whether in connection with Your use of Done By One or otherwise, we may terminate the Agreement or suspend Your access to the 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. In the event this Agreement is terminated due to Your default, 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 Done By One to You.

If this Agreement is terminated or canceled, 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 Done By One account.

SECTION 6. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the Parties with regards to the Program and supersedes any other written or oral agreement between the parties. In event that you have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.

SECTION 7. INDEPENDENT CONTRACTOR

Affiliates are independent contractors of Done By One. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between Done By One and You by virtue of this Agreement. You have no right to act on behalf of or bind Done By One in any way, nor share in the profits or losses of Done By One. 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.

SECTION 8. DISCLAIMER

Done By One does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that Done By One 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.

SECTION 9. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW

Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Lee County, Florida. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of Florida. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.

Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.

SECTION 10. INDEMNITY

You agree to protect, defend, indemnify and hold harmless Done By One, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You (2) any breach of this Agreement by You (3) the use or possession of any Done By One property by You, except to the extent caused by the Done By One’s gross negligence or willful misconduct (4) any negligence, gross negligence or willful misconduct by or on behalf of You or Your employees or agents.

SECTION 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.

SECTION 12. COMPLAINT NOTIFICATION

Affiliate must notify Done By One of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to the Done By One Support Team via Email at [email protected]

SECTION 13. FORCE MAJEURE

No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.