Estate Street Partners, LLC
This Affiliate Agreement (this "Agreement") is made and entered into by and between Estate Street Partners, LLC a Nevada LLC ("Estate Street Partners"), and you ("Affiliate"). If you are entering into this agreement on behalf of a company or other entity, you represent that you are the employee or agent of such company (or other entity) and you have the authority to enter into this Agreement on behalf of such company (or other entity). The parties to this agreement may hereinafter be referred to singly as a "Party" or collectively as the "Parties." The terms of this Agreement will begin upon acceptance of Affiliate Agreement ("Effective Date").
WHEREAS, Estate Street Partners is in the business of providing affordable legal document preparation services to users via the website primarily located at www.myultratrust.com and www.ultratrust.com ("Estate Street Partners Website");
WHEREAS, Affiliate owns and operates one or more websites that is/are accessible to the public ("Affiliate Website");
WHEREAS, Affiliate wishes to direct users of the Affiliate Website ("Affiliate Customers") to the Estate Street Partners Website using a unique URL ("Affiliate Link"); and
WHEREAS, the Parties wish for the Affiliate to receive compensation for purchases made by Affiliate Customers of certain applicable Estate Street Partners products and services ("Affiliate Program").
NOW THEREFORE, in consideration of the promises and of the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:
1. Certain Definitions
1.1. "Affiliate IP" means Affiliate's trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other intellectual property and intangible assets used by Affiliate in identifying its business.
1.2. "Estate Street Partners Products" means all products and services available for purchase through the Estate Street Partners Website other than subscription plans (i.e., blank legal forms, advantage programs, continuing coverage programs, etc.), third-party services and offers, or attorney assisted products.
1.3. "Estate Street Partners Marks" means Estate Street Partners' trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other intellectual property used by Estate Street Partners in identifying its business.
1.4. "Net Revenue" means the total revenue received on an order less (1) government filing fees, (2) third party fees paid by Estate Street Partners, (3) up sells to other services and (4) any discounts.
1.5. "Paid Orders" means any order on which Estate Street Partners has received and processed payment, less the cost of returns and charge backs Estate Street Partners incurs on any of Affiliate's referred customer orders.
1.6. "Service Provider" means a third party software-as-a-service provider that may, at Estate Street Partners' discretion, assist in the coordination of the Affiliate Program, provide statements and reports, assist in payment of Affiliate, and any other services associated with the Affiliate Program.
2. Commission: As a participant in Estate Street Partner's Affiliate Program, Affiliate will be entitled to receive a commission on any Paid Orders made by Affiliate Customers that Affiliate refers to Estate Street Partners through the Affiliate Link.
2.1. Unless agreed otherwise by the Parties in writing (including email), Affiliate will be entitled to receive fifteen percent (15%) of Net Revenue generated by Paid Orders for Estate Street Partners Products made by Affiliate Customers.
2.2. Commissions will be computed daily and shall be paid within fourteen (14) days following the payment. Any returns, refunds, charge backs, and fraudulent payments of Paid Orders will be deducted or withheld from Affiliate's commission payment.
2.3. Estate Street Partners will NOT pay commissions on any transactions that are generated through a violation of this Agreement or outlined rules.
2.4. No less than monthly, Estate Street Partners will deliver or make available, via Service Provider, a statement detailing the computations used by Estate Street Partners in arriving at the commission of Net Revenue.
3.1. Estate Street Partners grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable right to maintain the Affiliate Link on Affiliate's Website to the Estate Street Partners Website, solely in accordance with the terms of this Agreement, from which Affiliate's website visitors can order Estate Street Partners services. Additionally, Estate Street Partners grants Affiliate a non-exclusive, non-transferable license to use certain Estate Street Partners Marks for the sole purpose of selling Estate Street Partners Products on the Affiliate Website. Approved Estate Street Partners Marks will be provided by the Service Provider or by Estate Street Partners directly. Affiliate shall not use any other Estate Street Partners intellectual property without Estate Street Partner's prior written consent. Estate Street Partners reserves all proprietary rights to these materials and may immediately revoke or adjust Affiliate's license at any time upon written notice (including by email).
3.2. The Estate Street Partners Marks will not be used for any purpose or on any other media besides as stated in this Agreement or as Estate Street Partners expressly approves, or has approved, in writing.
3.3. At any time, Estate Street Partners may submit written requests to modify or exclude any Estate Street Partners Mark from the Affiliate Website and Affiliate will use commercially reasonable efforts to immediately accommodate the request.
3.4. Under this Agreement, Affiliate grants Estate Street Partners a non-exclusive license to utilize Affiliate IP and website, including but not limited to, design, computer software, and other components, authorized by Affiliate in writing (including by email), for the sole purpose of advertising, marketing and promoting the Affiliate Program. At any time, Affiliate may revoke or modify the licenses it has granted to Estate Street Partners and Estate Street Partners will use commercially reasonable efforts to immediately comply with such a revocation or modification, as the case may be. Any advertising, marketing or promoting set forth in this provision, if any, shall be in Estate Street Partner's sole and absolute discretion.
3.5. Affiliate represents and warrants that (i) it shall have all necessary rights, licenses, permits and clearances to use Affiliate IP and to offer, sell and/or license the goods and services that are offered through the Affiliate IP and such will not violate any applicable laws or regulations or any third-party rights, (ii) the Affiliate IP does not violate or infringe any right of privacy, personality or publicity, trade secrets, patents, copyrights or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of any third party; and (iii) the Affiliate IP shall not, by any method, misdirect or mislead Internet users.
4. Affiliate Obligations: In performing under this Agreement, Affiliate shall:
4.1. comply with all applicable laws and regulations;
4.2. not use the trademarks, trade names, service marks, or logos of Estate Street Partners except the Estate Street Partners Marks as expressly authorized by Estate Street Partners;
4.3. not create, publish, distribute, or permit any written material that makes reference to Estate Street Partners without first obtaining its written consent except as may have been previously agreed between Affiliate and Estate Street Partners. If Affiliate uses any Estate Street Partners content without permission, Estate Street Partners may, without limiting other forms of recourse, terminate Affiliate's status in the Affiliate Program;
4.4. not create, publish, distribute or permit any advertising in reference to Estate Street Partners, except as has may have been otherwise agreed in writing between Affiliate and Estate Street Partners;
4.5. not use Estate Street Partner's name, the Estate Street Partners logo, any Estate Street Partners graphics or include a link to the Estate Street Partners website in any form of unsolicited communication, such as, but not limited to, unsolicited email (spam). Affiliate must maintain strict compliance with the CAN-SPAM Act of 2003 and any and all amendments and modifications thereto;
4.6. adhere to the following "Keyword Buys & Commissions Policy":
4.6.1. For purposes of this section, "Keyword Buy" means any advertisement that appears when certain words are purchased, which matches a given keyword search query, and "Search Engine" is defined as software that acts as a service by searching an index or database and which returns relevant matches based on information typed into a query.
4.6.2. Estate Street Partners owns the rights to certain trademarks, including those that are listed below. Affiliates are prohibited from bidding on Estate Street Partners trademark terms on any and all Search Engines; as such use constitutes a trademark infringement of Estate Street Partner's trademarks. This includes any variations, combinations, and/or lower case variants of these terms with or without the "www" prefix or ".com" suffix. Estate Street Partners will not pay a commission on any transactions derived from bidding on any of the following protected trademarked/brand-related keywords (Estate Street Partners reserves the right in its sole and absolute discretion, to revise, augment or otherwise change these terms without notice to Affiliate). Estate Street Partners; ultratrust.com; Estate Street Partners.com; ultra-trust.com; ultra trust legal help; Estate Street Partners online; Estate Street Partners legal help.
4.6.3. Affiliates are also prohibited from Keyword Buys that are confusingly similar to or a derivation of, Estate Street Partner's name or other trademarks, including any misspellings or "typo squatting" variants of Estate Street Partner's terms.
4.6.4. Affiliate may not use links that automatically redirect the user to the Estate Street Partners website in Affiliate's search ads. Affiliate may not use Estate Street Partners.com (including all lower or uppercase variations) for any DISPLAY or DESTINATION URL listings used in paid search campaigns, or CLOAK or MASK the Estate Street Partners.com URL in Search Engines.
4.6.5. Affiliate may not use "Estate Street Partners" or any variation of Estate Street Partners in Affiliate's search ad creative.
4.7. never use the words "Official Site" in Affiliate's ad creative or display URL. Affiliate may use the words "Estate Street Partners" in certain pre-approved ad copy, provided that such ad copy is not associated with the following words or phrases: best prices, lowest rates, discount, discounted rates, cheap, or a certain percentage off Estate Street Partner's prices.
4.8. not frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and complete display of each website, mirror, co-branded or derivative websites belonging to Estate Street Partners and its affiliates.
4.9. not provide incentivized traffic, where offers with incentives or the appearance of incentives including but not limited to points, lottery, coupon, contest entries or rewards, are used to generate revenue for Affiliate Customer. This includes placing misleading statements near the ad creative (i.e. "You will win $100") unless such discount or incentive receives prior written approval by Estate Street Partners;
4.10. not serve ad creative, or drive Affiliate Customer to such ad creative, using any downloadable applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable), and serving ad creative that are not initiated by the affirmative action of the Affiliate Customer without the prior written approval of Estate Street Partners; and
4.11. warrant Affiliate Website is written in English, is content based and not simply a list of links or advertisements, have a top-level domain name and does not promote or contain sexually explicit materials, promote violence or contain violent material, promote or contain libelous or defamatory materials, promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation or age.
Failure to follow any of these obligations may result in a written warning, the withholding of commissions earned hereunder, or the immediate suspension or termination of Affiliate's status as an Affiliate, in the sole and absolute discretion of Estate Street Partners.
5. Independent Business:
5.1. Nothing in this Agreement will create any employment, independent contractor, or agency relationship between Affiliate and Estate Street Partners. Neither Party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party.
5.2. Any Affiliate Customer that follows the Affiliate Link from the Affiliate Website to the Estate Street Partners Website, upon arrival and use of the Estate Street Partners Website, will be deemed to be a customer of Estate Street Partners. Accordingly, Estate Street Partners will be responsible for all aspects of order processing and fulfillment of the Estate Street Partners Products. All Estate Street Partners rules, prices, policies and operating procedures will apply to sales of Estate Street Partners Products made under this Agreement.
5.3. Estate Street Partners expressly reserves the right to add, delete or modify its products and services and prices at any time in its sole and absolute discretion. Estate Street Partners also expressly reserves the right to reject any order, in its sole and absolute discretion.
5.4. Estate Street Partners will NOT be responsible for the operation or contents of the Affiliate Website, or any third party website not controlled by Estate Street Partners. Affiliate is responsible for and must pay all expenses which are incidental to its activities and responsibilities under this Agreement, including, but not limited to, employees' and subcontractors' compensation; costs of developing, maintaining, and operating the Affiliate Website; programming costs; and creating, producing or revising any marketing materials. Affiliate shall assume sole responsibility for any debts or liabilities that may be incurred by Affiliate in operating its business and fulfilling the terms of this Agreement and shall be solely responsible for the payment of all foreign, federal, state and local taxes which may accrue because of this Agreement.
6. Acknowledgment of No Legal Services: Affiliate hereby acknowledges that Estate Street Partners.com, Inc. is a legal document assistant, as defined under California law and offers no legal advice, legal services, recommendations, mediation or counseling under any circumstance. ultratrust.com, myultratrust.com, and Estate Street Partners are not a law firm, and the employees of Estate Street Partners are not acting as an attorney for Affiliate or Affiliate Customer through the Affiliate Link. Further, no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of any Estate Street Partners products or services. Any information provided by Estate Street Partners is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of Affiliate's customers. Furthermore, Affiliate will make no statement, claim, or public representation that references Estate Street Partners in a manner or context inconsistent with this Section 6.
7. Term and Termination:
7.1. Term. Affiliate will only earn commission fees on sales occurring during the term of this Agreement. The term of this Agreement shall commence on the Effective Date and will continue in full force and effect until terminated as described herein.
7.2. Termination. 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. Notwithstanding the foregoing, either Party will have the right to terminate this Agreement immediately if (a) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (b) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty days of filing. Either Party may terminate this Agreement effective immediately upon notice to the other Party in the event of the conviction of, or commission by, the other party or any principal, officer, controlling shareholder, member, manager, of any crime which may adversely affect the goodwill or reputation of either Party. Additionally, Estate Street Partners may terminate this Agreement effective immediately if Affiliate violates the terms of this Agreement, improperly uses Estate Street Partner's name, logo, or graphics (other than the proper use of the Estate Street Partners Marks provided pursuant to this Agreement) or includes a link to the Estate Street Partners Website in any form of unsolicited communication such as spam.
7.3. Effects of Termination. Upon expiration or termination of this Agreement, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving. The Parties shall promptly remove all marks of the other Party from any website such Party controls. Sections 3 (License), 8 (Confidentiality), 9 (Warranties and Limitations), 10 (Indemnification), and 11 (Non-Disparagement), and 12 (Miscellaneous Clauses), as well as any obligation to pay any owed but unpaid amounts, shall survive any expiration or termination.
8.1. "Confidential Information" means the terms of this Agreement and all non-public information of a Party, in whatever form, written or verbal, pertaining to the business of such Party, including without limitation information pertaining to such Party's finances, customer records and information, and all associated documentation and materials that the Party disclosing such information (the "Disclosing Party") designates as being confidential when disclosing such information to the other party (the "Receiving Party"), or which, under the circumstances of disclosure, ought to be treated as confidential by the Receiving Party, and shall include any such information relating to the Disclosing Party's parent, subsidiaries, and affiliates. Confidential Information does not include information or data which is: (i) known to the Receiving Party prior to its receipt from the Disclosing Party without a limitation or obligation of confidentiality under another agreement; (ii) independently developed by the Receiving Party without use of any Confidential Information; (iii) in the public domain at the time the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or (iv) received by the Receiving Party from a third party with a legal or contractual right to disclose such information or data.
8.2. The Receiving Party agrees that it shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations hereunder. The Receiving Party agrees not to disclose Confidential Information of the Disclosing Party to any person other than its employees, agents or independent contractors who have a need to know the same in connection with performance of this Agreement, and who are under obligations of confidentiality substantially similar to this Section 8. The Receiving Party agrees it shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in any case with not less than reasonable care. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed by the Receiving Party, and certified as having been so returned or destroyed, promptly following the termination of this Agreement.
8.3. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Section 8 with regard to a disclosure of Confidential Information by the Receiving Party that is required to be disclosed pursuant to a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange; provided that the Receiving Party provides the Disclosing Party with prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such information.
9. Disclaimer of Warranties and Limitation of Damages and Liability: Estate Street Partners agrees to abide by any and all warranties as they exist on its website, as the same may be amended from time to time in the sole and absolute discretion of Estate Street Partners. OTHER THAN AS SET FORTH HEREIN, ESTATE STREET PARTNERS MAKES NO, AND EXPRESSLY DISCLAIMS ANY AND ALL, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ESTATE STREET PARTNERS'S PRODUCTS AND/OR SERVICES PROVIDED TO AFFILIATE CUSTOMERS THROUGH THE AFFILIATE PROGRAM AND/OR ANY SERVICES PROVIDED BY ESTATE STREET PARTNERS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, Estate Street Partners makes no representations that the operation of the Estate Street Partners Website or services will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors. In no event shall Estate Street Partners or any of its agents, employees, officers or directors be liable for consequential, incidental or special damages, including lost profits, even if it has knowledge of the potential loss or damage.
10. Indemnification: Estate Street Partners agrees to indemnify Affiliate and its directors, officers, employees, agents, and shareholders against any loss, liability, damage or expense arising out of any claim, action, demand, settlement, or judgment that Affiliate may sustain by reason of Estate Street Partner's gross negligence or willful misconduct. Affiliate agree to indemnify and hold harmless Estate Street Partners and its directors, officers, employees, agents and shareholders against any loss, liability, damage or expense arising out of or related to any claim, action, proceeding, demand, settlement, or judgment that it may sustain by reason of Affiliate's gross negligence or willful misconduct.
11.1. Each Party agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other Party, its employees, directors, and officers. Each Party acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.
11.2. The Parties understand and agree that this paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that each Party would be irreparably harmed by violation of this provision.
12.1. Force Majeure: Except as otherwise provided, if performance hereunder (other than payment of revenue) is interfered with by any condition beyond a Party's reasonable control, the affected Party shall be excused from such performance to the extent of such condition. However, if a force majeure detrimentally affects a Party's performance of a material covenant hereunder for fourteen (14) days or more, the other Party can terminate this Agreement. Each Party acknowledges that website operations may be affected by numerous factors outside of a party's control.
12.2. Press Release. Neither Party shall make or cause to be made, any statement, public announcement, public filing, claim or representation of a business relationship between the Parties without, in each instance, the express prior written consent of the other Party.
12.3. Election of Remedy and Waiver. The exercise of one right or remedy hereunder will not constitute an election or preclude either Party from exercising or pursuing all other rights or remedies available to them under the law or as provided herein. The failure of either Party at any time to require performance by the other Party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either Party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
12.4. Assignment and Amendment. Neither this Agreement nor any rights hereunder nor interest herein may be assigned by either Party without the written consent of the other, which consent will not be unreasonably withheld. This Agreement constitutes the entire agreement between the Parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of each Party.
12.5. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.
12.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Massachusetts, United States of America. The Parties hereby irrevocably submit to the jurisdiction of any state or federal court located in Massachusetts. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Middlesex County and the of the State of Massachusetts, United States of America.
All notices under this Agreement shall be in writing and shall be deemed sufficient if delivered personally or if sent by registered or certified mail, postage prepaid, addressed to the receiving party. For Notice to Estate Street Partners, at 71 Commercial Street, #150, Boston, MA 02109, and if for Affiliate to the address provided in the application. Any such notice shall be deemed to have been received on the next business day after transmission by overnight or air courier, and on the third business day after transmission by certified or registered U.S. mail, return receipt requested. Either Party may change its addresses from time to time upon proper notice from the Party changing such address to the other. As an alternative the notice requirements above, notices required by this Agreement to be in writing shall be deemed to have been properly given upon e-mail and acknowledgement to (i) in the case of Estate Street Partners, to the address [email protected]
and (ii) in the case of Affiliate, to the e-mail address provided by Affiliate to Estate Street Partners in the application. Either Party may change its e-mail addresses from time to time upon proper notice from the Party changing such address to the other.
12.8. No Representations. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.