AFFILIATE TERMS OF SERVICE
THIS AFFILIATE TERMS OF SERVICE (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN WHOLSTER SYSTEMS, LLC, A [STATE] LIMITED LIABILITY COMPANY (“WHOLSTER”) AND the INDIVIDUAL or entity AGREEING TO BE BOUND BY this Agreement (“AFFILIATE”). BY EXECUTING THIS AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AFFILIATE AGREEMENT.
IF THIS AFFILIATE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AFFILIATE AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AFFILIATE AGREEMENT.
This Agreement is effective as of the date Affiliate accepts this Agreement (the “Effective Date”).
RECITALS
WHEREAS, Wholster, a Texas-based digital services provider, offers a mobile app platform for users engaged in real estate investment; and
WHEREAS, the Affiliate, engaged in business development, marketing, coaching, or other real estate investment-related services, collaborates with real estate investors.
NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Affiliate and Wholster agree as follows:
1. Referrals.
Affiliate shall promote the Wholster platform through affiliate links or codes or traffic driven through the user’s website, or profile by using the Wholster platform. Wholster can provide design assets for promotion and is willing to assist in the creation of content to help the affiliate promote the Wholster brand. Wholster will track referrals internally, which are reported from the affiliate links used in the program.
2. Fees and Payment.
(a) Referral Fees: Affiliates will be paid 25% of collected revenue from referral subscriptions to Wholster services, less fees. Referral fees shall be paid no later than 30 days after collection from the referral. In the event referral fails to pay for services, Wholster has no obligation to pay a referral fee to Affiliate.
(b) Subscription Options: Wholster offers both monthly and yearly subscription options for its services. Affiliate shall receive referral fees based on the subscription option chosen by the referred user. Monthly subscriptions will generate monthly referral fees, while yearly subscriptions will result in a one-time referral payment for the entire year.
(c) Exclusions: Referral fees shall only be paid for revenue generated from regular subscription payments for Wholster subscription services. Revenue from additional services such as one-time in-app payments, or other services or content provided by Wholster or its partners, shall not be eligible for referral payments to affiliates.
(d) Minimum Payment: There is no minimum payment threshold required for Wholster to disburse referral fees to Affiliate.
(e) Referral Eligibility: Referrals must meet the following criteria to be eligible for referral fees:
- Referrals must not be currently receiving, or have received in the past, subscription services from Wholster.
- Referred users that do not subscribe to paid subscription services from Wholster within 60 days from initial trial expiry will not be eligible.
- Referrals that cancel paid subscription services at any time will no longer be eligible, even if they resume services at a later time.
3. Term and Termination.
(a) Term: The initial term of this Agreement (“Initial Term”) shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter. Following the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless terminated by either party in accordance with the terms set forth herein.
(b) Termination: Either party may terminate this Agreement by providing written notice to the other party at least thirty (30) days prior to the desired termination date.
(c) Continuation of Payment Upon Termination:
(i) In Good Standing: In the event of termination of this Agreement for any reason other than termination for cause by Wholster, Wholster shall continue to pay referral fees to the affiliate for referrals that meet all eligibility criteria and were made during the term of the agreement, for a period of sixty (60) days following the effective date of termination.
(ii) Termination for Cause: In the event of termination of this Agreement for cause by Wholster, referral fees shall cease immediately, and no further payments shall be made to the affiliate effective from the date of termination.
4. Non-Exclusivity.
Wholster shall have the right to enter into agreements similar to this Agreement with any third party, which such third party may include any competitor of Affiliate.
5. Non-Solicitation.
During the Term and for a period of two (2) years after any termination of this Agreement, Affiliate shall not directly or indirectly, on Affiliate’s own behalf or in the service or on behalf of others, in any capacity: (a) solicit the business or patronage of any Wholster client or customer (including, but not limited to, Referrals) for itself or for any other person or entity in competition with the Services; (b) divert, entice, or otherwise take away from Wholster the business or patronage of any client or customer of Wholster (including, but not limited to Referrals), or attempt to do so; or (c) solicit or induce any customer or client of Wholster (including, but not limited to, Referrals) to terminate or reduce its relationship with Wholster.
6. Independent Contractor.
Wholster and Affiliate agree that each party shall perform its duties under this Agreement as an independent contractor. Neither party to this Agreement is an agent, representative or employee of the other party. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party except as specifically provided herein. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or impose any liability attributable to such a relationship.
7. Confidentiality.
Affiliate shall hold Wholster’s Proprietary or Confidential Information (as defined below) in strict confidence. The sole purpose of any disclosure to Affiliate of Wholster’s Proprietary or Confidential Information is to allow Affiliate to perform Affiliate’s obligations under this Agreement. Affiliate shall not make any use of any Proprietary or Confidential Information of Wholster, except for the purposes of performing Affiliate’s obligations hereunder. Affiliate agrees not to disclose any Proprietary or Confidential Information to any third party without Wholster’s prior written consent.
8. Limitation of Liability:
Neither party shall be liable to the other party or any third party for any indirect, incidental, special, punitive, or consequential damages arising out of or related to this Agreement, including but not limited to loss of profits, loss of data, or interruption of business, regardless of the foreseeability of such damages, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if advised of the possibility of such damages. Wholster’s total liability under this Agreement, regardless of the legal theory of the claim, shall not exceed the referral fee(s) paid by Wholster to Affiliate under this Agreement in the six (6) months prior to events giving rise to the claim.
9. Choice of Law.
This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to conflicts of laws principles.
10. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties with regards to the subject matter hereof. No other agreements, representations, or warranties have been made by either Party to the other with respect to the subject matter of this Agreement, except as referenced in this Agreement. This Agreement may be amended only by a written agreement signed by both Parties.
11. Disputes.
Wholster and Affiliate agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. If any negotiation required by this Section 11 fails, then at the written request of either party, any controversy, dispute or claim arising out of or relating to this Agreement or any breach hereof shall be finally settled by arbitration by a single arbitrator in Texas pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association.
12. Severability.
In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held to be invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall continue to be valid and enforceable to the fullest extent permitted by law.
13. Waiver.
No express or implied waiver by either party of any breach of any term, condition, or obligation set forth in this Agreement by the other party shall be construed as a waiver of any subsequent breach of that or any other term, condition, or obligation.
14. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all together of which shall constitute but a single document.
15. Notice.
Any written notice or demand required by this Agreement shall be sent by email to the following address:
affiliates@wholster.app
The notice shall be effective as of the date of transmission.
16. FTC GUIDELINES.
Affiliate agrees to comply with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission (FTC) guidelines, when promoting or endorsing Wholster services to solicit referrals. This includes, but is not limited to, disclosing any material connections with Wholster, clearly and conspicuously disclosing affiliate relationships, and ensuring that all representations and endorsements regarding Wholster services are truthful and not misleading.
Examples of compliant statements include:
- “As an affiliate of Wholster, I may earn a commission if you purchase through my affiliate link.”
- “Disclosure: I am a Wholster affiliate, and I may earn a commission from purchases made through links in this post.”
- “FTC Disclosure: This post contains affiliate links, which means I may receive a commission if you click a link and make a purchase.”
Affiliate acknowledges that failure to comply with FTC guidelines may result in termination of this Agreement and forfeiture of any referral fees.
17. MODIFICATIONS TO THE AGREEMENT
Wholster reserves the right to modify, amend, or update this Affiliate Agreement at any time, in its sole discretion. Wholster will notify affiliates of any changes to the Agreement by email or by posting a notice on the Wholster website or affiliate portal. Affiliates are responsible for regularly reviewing the Agreement and acknowledging any changes. Continued participation in the Program after the effective date of any modifications shall constitute acceptance of the modified Agreement and binding agreement to its terms by the affiliate. If an affiliate does not agree to the modified Agreement, their only recourse is to terminate the Agreement in accordance with Section 3(b).
18. Contact Us
If you have any questions, you can contact us at support@wholster.app
Last modified April 2, 2024.