THE MENTAL GAME OF TRADING LIVE AFFILIATE PROGRAM AGREEMENT

 

Updated October 18, 2023

 

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

 

This is a contract between you (the “Affiliate”) and Jared Tendler, LLC (“JTLLC”, “us”, or “we”) regarding The Mental Game of Trading LIVE coaching program (the “Platform”). It describes how we will work together and other aspects of our business relationship.

The Affiliate Program Agreement applies to your participation in the Affiliate Program (the “Affiliate Program”). We periodically update these terms. If we update or replace the terms or the Affiliate Tool will let you know via email. If you don’t agree to the update or replacement, you can choose to terminate as described below.

 

 

1. Non-Exclusivity

1.1 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

 

2. Affiliate Acceptance

2.1 By completing the online enrollment, you are accepted to participate in the Affiliate Program and the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies. We reserve the right to accept or reject any affiliate application at our sole discretion.

 

3. Commission Structure and Payment

 3.1 Commission Rates: We will pay you 20% Commission on all applicable Customer Transactions for 12 months, for each new Customer who clicks on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up.

3.2 Qualified Referrals: A qualified referral is a customer who signs up for a paid subscription to the Platform using your unique referral link or referral code. Only qualified referrals are eligible for commission payouts. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (generally 60 days) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you.

3.3 Commission Payouts: Commissions are considered pending for 30 days to allow time for refunds. Commissions earned will be paid out once a month usually on the 1st day of the month, unless it falls on the weekend or public holiday, in which case commissions will be paid on the first business day following the holiday or weekend day. The Company reserves the right to modify the payout schedule at any time. Payouts will be made in USD.

3.4 Minimum Payout: A minimum commission threshold of $100.00 is applied before a payout can be made. Commissions will accrue until this threshold is met.

3.5 Payment Method: Commissions are paid via PayPal, check, Zelle, or bank wire. It is your responsibility to provide a valid PayPal email address, physical address, Zelle email address or phone number, or bank account and routing number, and update it as necessary. Commissions paid via bank wire are subject to a $25.00 fee per transaction.

3.6 If a partner’s account remains inactive for 6 months and their balance is less than $100.00, payment will be made according to provision 3.3 and the account will be deleted from our affiliate program.

  

4. Affiliate Responsibilities

4.1 As an affiliate, you agree to actively promote and market the Platform by sharing your unique referral link or referral code as provided to you in the online affiliate portal.

4.2 Compliance: You shall adhere to all applicable laws, regulations, and ethical guidelines in your promotion of the Platform. This includes, but is not limited to, complying with anti-spam laws, privacy laws, and intellectual property rights. You also agree that your website, service or correspondence does not contain any materials that at JTLCC’s sole discretion are considered to:

1. Encourage the display of explicit nudity, adult-oriented material, explicit sexual language, as well as images depicting individuals in suggestive or sexually explicit positions or engaging in activities that are inappropriate or against the law in your specific location;
2. Include content that is violent, obscene, defamatory, libelous, slanderous, or unlawful;
3. Encouraging expressions of hatred, whether targeting an individual or a collective, and regardless of their race, gender, beliefs, country of origin, religion, marital status, sexual orientation, gender identity, or language;
4. Include any materials that violate or facilitate the violation of copyright, trademark, or other intellectual property rights, or that contravene the law;
5. Advocate for political or religious ideologies and/or demonstrate affiliations with hate, criminal, or terrorist acts;
6. Encourage gambling activities, encompassing but not limited to online casinos, sports betting platforms, bingo halls, or poker rooms;
7. Make representations through domain name, code, designs, imagery, video, text or otherwise that makes your website resemble the Platform or JTLLC website in a manner which leads customers to believe you are the Platform or JTLLC website, business or a legal representative of the Platform or JTLLC in any way. Creation of separate websites to solely promote the Platform requires a prior written approval from JTLLC.
8. Offer coupons, rebates, or other forms of kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with the Program, however, is acceptable, if prior permission is received from JTLLC;
9. Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the partner links;
10. Promote any special deal or offer in a way that contradicts the arrangement set forth by the Partner Program Manager when offering such a deal to you;
11. Create pop-unders, pop-ups, frames, iframes, or any other visible or invisible activities that place affiliate cookies without obtaining the consent of the end user, unless the user has clearly and explicitly indicated their interest in accessing specific savings by clicking on a prominently labeled button, link, or image related to that specific deal or discount. In such instances, the links should lead users to the the Platform or JTLLC website.

 4.3 Accurate Representation: When promoting the Platform, you must accurately represent the Platform and its offerings. You may not engage in any deceptive, misleading, or fraudulent practices that could damage JTLLC’s reputation.

4.4 Prohibited Activities: You shall not engage in any activities that could harm the Platform or JTLLC, its customers, or affiliates. This includes, but is not limited to, using illegal or unethical methods to drive traffic or generate referrals, such as spamming, cookie stuffing, or incentivized referrals. Further restrictions:

1. We do not work with coupon, bargain or cashback websites. Any discounts provided to you must not be displayed publicly. If a non-coupon, cashback or discount website displays a discount or a coupon after receiving prior written consent from JTLLC, user must be able to clearly see such deal/coupon/savings information and details before affiliate cookie is set. (Sites with links to “click here to see coupon” which redirects to the Platform or JTLLC website are not allowed.)
2. Your site may not have “Click to see Coupon/Deal” or any variation that redirects to the Platform or JTLLC website, when there are no coupons or deals available. Affiliates using this tactic will be removed from our program immediately.
3. You may not bid on or use keywords or phrases, such as The Mental Game of Trading LIVE Coupon(s), The Mental Game of Trading LIVE Discount(s) or other phrases implying coupons are available. The use of any incorrect spellings of our brand name, either alone or in conjunction with words like coupon, deal, savings, or any similar variations or synonyms, is strictly forbidden.
4. You may not use any misleading content, messaging, referral links, buttons or images to advertise anything else besides deals that are currently authorized. Your marketing endeavors should have a clearly discernible commercial objective.
5. Referring oneself, immediate family members, or the company one works for through a referral link is strictly forbidden. This implies that commissions will not be granted for any personal purchases made by oneself, immediate family members, or the affiliated company.
6. Creating another account in our Affiliate Program is not permitted if your previous account has been terminated.

 

5. Term and Termination

5.1 Term: These Terms will remain in effect until terminated by either party. You may terminate your participation in the Program at any time by providing written notice to the Company.

5.2 Termination for Cause: We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

5.3 Effect of Termination: Upon termination, you will no longer be eligible to earn commissions. Any unpaid commissions earned before the termination date will be paid according to provision 3.3. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

 

6. Intellectual Property

6.1 Limited License: JTLLC grants you a non-exclusive, non-transferable, revocable license to use its logos, trademarks, and promotional materials solely for the purpose of promoting the Program as an affiliate.

6.2 Intellectual Property Rights: You acknowledge that all intellectual property rights in JTLLC, its trademarks, and associated materials belong to the Company. You shall not modify, reproduce, or distribute any of these materials without the Company’s prior written consent.

 

7. Confidentiality  

7.1 As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) JTLLC customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

 

8. Disclaimer of Warranties

8.1 JTLLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AFFILIATE PROGRAM WEBSITE, OR PROGRAM CONTENT, AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PROGRAM AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE EXPLICITLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PROGRAM WEBSITE AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

 

9. Limitation of Liability

9.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, JTLLC WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE AFFILATE PROGRAM. USE OF THE AFFILIATE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JTLLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

9.2 COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, JTLLC SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

 

10. Indemnification

 You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) your noncompliance with or breach of this Agreement, or (c) your use of the Affiliate Website. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

11. Governing Law

11.1 The laws of the United States and the Commonwealth of Pennsylvania, excluding Pennsylvania’s conflict of laws rules, will apply to any disputes arising out of or relating to these Program Agreement and/or the Terms of Use of the Platform.

 

12. Dispute Resolution

12.1 Please read the following arbitration agreement (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with JTLLC (“Disputes”) and limits the manner in which you can seek relief therefrom. The Arbitration Agreement survives termination or expiration of these Terms. Without limiting any other provision of these Terms of Use, you agree to the following:

12.2 Purpose. Any and all Disputes (as defined below) involving you and JTLLC will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms of Use, the Arbitration Provision does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

12.3 Definitions. The term “Dispute” means any claim or controversy related to the Platform, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Program Agreement or any prior agreement; (3) claims that arise after the expiration or termination of these Program Agreement; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “JTLLC” means Jared Tendler, LLC and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Affiliate Program.

12.4 Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Website, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to JTLLC by mail to P.O. Box 542, Yardley, PA 19067.

12.5 Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or JTLLC may bring an individual action in a small claims court in the area where you access the Platform if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

12.6 Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the JTLLC Entertainment about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms of Use, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and JTLLC agree otherwise, any arbitration hearing will take place in Doylestown, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

12.7 Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

12.8 Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be JTLLC’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse JTLLC for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, JTLLC will pay all fees and costs that it is required by law to pay.

12.9 Severability and Waiver of Jury Trial. If subsection 12.7 of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration Provision will be unenforceable and the Dispute will be decided by a state court in Doylestown, PA or in the Eastern District of Pennsylvania. WHETHER IN COURT OR IN ARBITRATION, YOU AND JTLLC AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

12.10 Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

12.11 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 

13. General

13.1 Entire Agreement. These Terms, including our Privacy Policy, constitute the entire and exclusive understanding and agreement between JTLLC and you regarding the Platform, the Services, and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between JTLLC and you regarding the Platform, the Services, and Content.

13.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without JTLLC’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. JTLLC may freely assign or transfer these Terms without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

13.3 Force Majeure. JTLLC shall not be liable with respect to any damages, injuries, nonperformance or delay in performance by reason of any act of God, weather, fire, flood, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute, or any other cause beyond its respective control.

13.4 Notice. Any notices or other communications provided by JTLLC under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address You provided. If you have any questions about these Terms, the Platform, or the Services, please contact JTLLC at, or P.O. Box 542, Yardley, PA 19067 or via email at jared@jaredtendler.com.

13.5 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.