AFFILIATE AGREEMENT

This Affiliate Agreement (“Agreement”) describes the terms and conditions for participation in the Unit Studies by Amanda Bennett, LLC, Affiliate Program (“Program”).  You, the applicant, are referred to in this Agreement as the "Affiliate,” but you will not become an Affiliate until and unless Unit Studies by Amanda Bennett, LLC (“Company”) decides to accept your application and grant you Affiliate status.  Use of the defined term “Affiliate” does not and will not constitute approval of any application or applicant.  If Company grants the applicant Affiliate status, this Agreement will govern the relationship between the applicant/Affiliate and the Company.

1. Independent Contractor.  Affiliates are independent contractors.  Upon approval of the Affiliate’s application and acceptance of the Affiliate into the Program, Affiliate will be authorized to engage in certain sales and promotional activities on behalf of Company pursuant to the terms and conditions of this Agreement and applicable law.  Affiliate acknowledges and agrees that: (a) until Company accepts Affiliate’s application and admits Affiliate into the Program, Affiliate is only an applicant and not yet an affiliate or entitled to participate in the Program, (b) Company has not and does not guarantee or agree that all applicants will be accepted into or remain in the Program, (c) if accepted into the Program, Affiliate is and will remain an independent contractor, and is not and will not claim to be a member, manager, agent, representative or employee of Company, (d) Affiliate has no right or claim to compensation or benefits from Company except as expressly provided in this Agreement, (e) Affiliate has no rights of ownership or other rights in the Company, Company business or Company products, and (f) this Agreement does not and will not be deemed to create any business arrangement, joint venture, joint authorship, employment or other legal relationship between Affiliate and Company (each individually a “Party” and collectively, “Parties”) except as expressly provided herein.  Company may dismiss any Affiliate from the Program at any time, with or without cause.  Company is not responsible for withholding taxes or other sums with respect to any commissions or fees paid to Affiliates.  If Affiliate earns Commissions from Company, Affiliate agrees to complete and return a federal W-9 and any other requested tax-related forms immediately upon Company’s request to ensure accurate reporting and tax treatment of Commissions.  Affiliate does not and will not have any claim against Company for any benefits of any kind. 
2. Company Discretion.  Company retains the sole, absolute, discretionary right to (a) determine which applicants, Affiliates and/or Affiliate websites may participate in the Program, (b) accept, reject or terminate any application and/or Affiliate at any time, with or without cause, and (c) alter, modify, and/or terminate the Program at any time, with or without notice or cause.  Company need not give a reason for refusing to accept an applicant into or terminating an Affiliate from the Program, or for modifying or terminating the Program.
3. Term.  This Agreement is effective when and if Company accepts Affiliate’s application to participate in the Program and will remain in force until the earlier of (a) the date this Agreement is terminated by one or both of the Parties or applicable law, (b) the date Company terminates Affiliate’s status as an affiliate, or (c) the date Company terminates or ceases to operate the Program.  Either Party may terminate this Agreement at any time upon written or email notice, with or without cause.  Company may refuse to accept any applicant or Affiliate at any time and with or without cause, and may terminate any Affiliate at any time with or without cause.
4. Affiliate Program. The Program exists to permit Affiliates to advertise Company Products on Affiliates’ independent websites (“Affiliate Sites”) and to earn Commissions for Qualifying Sales made by third-party purchasers of Company Products. For purposes of this Agreement, “Company Products” means any qualifying product offered for sale on the Company Website, located on the Internet at www.UnitStudy.com (“Website”). Company will post a list of qualifying products, which may change from time to time.  In order to facilitate advertisement of Company Products, Company may, but need not, provide Affiliates with information, images, links and linking tools (“Content”) which Affiliates may use on their independent Affiliate Sites during the term of this Agreement. Affiliates must remove all Content and other information about the Program from Affiliate Sites immediately upon termination of Affiliate status, this Agreement or the Program.
5. Application and Enrollment.  Individuals who wish to become Affiliates must submit a complete and accurate Program application, including without limitation an accurate email address for the Affiliate and the URL of the Affiliate’s Internet website. Company will evaluate the proposed Affiliate’s application and proposed Affiliate Site and will notify the proposed Affiliate about Company’s decision whether or not to admit the proposed Affiliate into the Program. Company may accept or reject any application and Affiliate at any time for any reason or no reason.  Rejected applicants may not participate in the Program and are not entitled to any explanation or reason for Company’s rejection of the application or refusal to permit the proposed Affiliate to participate in the Program.  Affiliates must ensure that all information in the application, including without limitation the Affiliate’s email address and website information, is complete, accurate and up-to-date. Company may send notifications, approvals, and other communications relating to the Program and this Agreement to the email address associated with Affiliates’ applications. Affiliates are deemed to have received all notifications, approvals, and other communications sent to that email address, whether or not the email address remains current.  If at any time an applicant or Affiliate becomes a resident of any state or country where participation in the Program is prohibited by applicable law, the applicant and/or Affiliate will immediately become ineligible to participate in the Program, this Agreement will automatically terminate and the Affiliate will cease to be an Affiliate of the Program.
6. Changes.  Company may modify the terms and conditions of this Agreement, the Program, and Affiliate’s status and obligations under this Agreement and the Program at any time, with or without cause or prior notice, by posting a change notice or new affiliate agreement on Company’s Website.  By agreeing to this Agreement, Affiliate specifically and irrevocably grants Company the unilateral right to make such changes and modifications (“Changes”).  If one or more Changes are unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement and cease participation in the Program.  Affiliate’s continuing participation in the Program following a Change constitutes the Affiliate’s acceptance of and agreement to the Change.
7. Affiliate Sites, Links.  At all times during the term of this Agreement, Affiliate must operate and maintain an active, accessible Internet website with at least one active and properly formatted link (“Link”) to Company’s Website.  Affiliate may not display Links on Affiliate’s Site until Affiliate has been notified of acceptance into the Program.  Links must be placed and displayed in accordance with this Agreement and standard Program policies and procedures, and must properly utilize special Link formats provided by Company. The Link must direct purchasers to the URL provided to Affiliate by Company after acceptance of the Affiliate into the Program.  Links may be changed or updated by Company from time to time.  Affiliate will update Links within 24 hours after Company provides Affiliate with updated Link information.  Affiliate accepts full responsibility and liability for proper use and posting of Links to ensure accurate tracking, reporting, and accrual of Commissions.  Company has no obligation to pay Commissions if Affiliate fails to properly use and/or format Links.  Notwithstanding anything in this Agreement to the contrary, Affiliate accepts sole responsibility and liability for Affiliate’s website, including without limitation functionality, development, operation, maintenance, Links and all other content and hyperlinks.
8. Program Rules.  If accepted into the Program, Affiliate agree to comply with all Program rules, requirements, policies, guidelines, and procedures (collectively, “Program Rules”), as in effect and as modified by Company from time to time.  Program Rules will be communicated to Affiliates by email and/or posted on Company Websites from time to time.  Program Rules include, without limitation, the requirements that Affiliate (a) provide Company with updated, current contact information and any other information requested by Company in order to verify Affiliate’s identity, website and compliance with this Agreement and Program Rules, (b) permit Company to send Affiliate emails and other correspondence relating to the Program from time to time, at Company discretion, (c) permit Company to monitor, record, use and disclose information about Affiliate’s website and visitors to Affiliate’s website, obtained through and in connection with Links, and (d) permit Company to monitor, crawl, track and investigate Affiliate’s website to verify compliance with this Agreement and Program Rules.
9. Commissions.  Company will pay Affiliate an amount equal to fifteen percent (15%) of the revenue actually received by Company as a result of Qualifying Sales placed through Affiliate’s website (“Commission”). Company may, but need not, offer bonuses, premiums or increased Commissions (“Bonuses”) to qualifying Affiliates based upon individual performance and other discretionary factors, at Company’s sole discretion.  Company need not offer any Bonuses and need not offer Bonuses to all Affiliates, though if Bonuses are offered they will be offered on a nondiscriminatory basis to all Affiliates who meet Company standards and requirements for the relevant Bonus.  Bonuses, if any, will be offered to qualifying Affiliates in writing.   “Qualifying Sale” means a completed sale which occurs during a single customer visit to Company’s Website when a customer (a) clicks through the Link on the Affiliate’s Site and arrives at the Company Website, (b) adds one or more qualifying Company Products to the customer’s shopping cart, (c) places an order and pays for the Company Product(s) placed in the cart, and (d) the purchased Company Product(s) are paid for in full and shipped to or streamed or downloaded by the customer before the session closes.  A “Session” begins when a customer clicks through a Link on Affiliate’s website and ends on the sooner of (i) the customer closing his or her website browser, (ii) 24 hours from the initial click-through from an Affiliate’s website, or (iii) the customer follows a link to the Company Website which is formatted with no tag or a different affiliate’s website tag.  For a Qualifying Sale to generate a Commission to Affiliate, the customer must complete the order and remit payment for the products ordered during a single Session initiating from a Link at the relevant Affiliate’s Site and Company must actually receive payment in full for the Company Products ordered.  No Commission is due or payable on cancelled, returned or refunded purchases or transactions.  Commissions will be paid to the relevant Affiliate’s PayPal account within thirty (30) days after the last day of the calendar month in which the Qualifying Sale(s) took place.  No Commissions are due or payable on sales made after termination of this Agreement or termination of Affiliate’s status as an Affiliate, regardless of whether or not the sales originated or were placed through Links on the former Affiliate’s Site.   If returned checks, returned products, chargebacks, or refunds result in overpayment of Commissions or creates a situation where the Company has overpaid Commissions, overpaid amounts will be deducted from the Affiliate’s next due Commission payment, or repaid to Company by Affiliate, at Company’s discretion.  Affiliate agrees to repay all overpaid Commissions to Company immediately upon receipt of a notice from Company detailing overpayments to Affiliate and requesting repayment of the overpaid Commission amounts.
10. Order Processing.  Unit Studies by Amanda Bennett, LLC will have sole responsibility for processing or arranging for processing of every order placed by a customer through Affiliate Sites. Customers who purchase products and services through the Unit Studies by Amanda Bennett, LLC, Affiliate Program are and will be deemed customers of Unit Studies by Amanda Bennett, LLC only and not customers of any Affiliate.  Prices and availability of products and services may vary from time to time and are subject to change without notice. Unit Studies by Amanda Bennett, LLC has the sole, discretionary right to set and modify product prices, and reserves the sole, discretionary right to determine what constitutes a Qualifying Sale and to reject any order or sale which does not comply with standard Company rules, policies, and procedures.
11. Affiliate and Website Restrictions.  Unit Studies by Amanda Bennett, LLC reserves the right not to accept any Affiliate or Affiliate Site into the Program and to terminate existing Affiliates and/or Affiliate Sites for any reason or no reason, including without limitation the content of the Affiliate Site.  Affiliates whose websites contain one or more of the following (“Unacceptable Website Content”) will not be accepted into the Program and/or will be terminated from the Program immediately: (a) X-rated, pornographic, sexually explicit and/or “adult” content, (b) content promoting illegal discrimination based on race, sex, nationality, disability, or age, (c) content promoting violence, abusive conduct, or illegal activities of any kind, (d) violations of intellectual property or other legal rights, or (e) content which appears, at the sole judgment and discretion of Company, to fall within the definition of Unacceptable Website Content, regardless of whether the website owner, any Affiliate, or any court agrees or would agree with Company’s decision. 
12. No Spam.  Unit Studies by Amanda Bennett, LLC does not condone, permit or participate in mass unsolicited e-mailing (i.e. spamming).  Affiliates are expected to adhere to this policy and to refrain from sending unsolicited e-mail which would qualify as “spam,” including without limitation email which violates applicable anti-spam laws and regulations. Violation of this policy will result in immediate termination of this Agreement and dismissal of the Affiliate from the Program.
13. Disclaimer.  Unit Studies by Amanda Bennett, LLC makes no express or implied warranties or representations with respect to the Program or any Affiliate’s ability or potential to earn any Commissions or income from the Program.  Unit Studies by Amanda Bennett, LLC makes no representation that the Company Website or any Affiliate Sites will be accessible, uninterrupted or error-free, and accepts no responsibility or liability for (a) any Affiliate’s ability or failure to earn Commissions, (b) the functionality of the Program or Company Websites, (c) customers’ ability or inability to complete transactions and/or purchase items through Company Websites at any time, or (d) service interruptions, Website crashes, or Website inaccessibility, regardless of the cause or explanation for such occurrences.  THE PROGRAM, COMPANY WEBSITES, PRODUCTS AND SERVICES OFFERED ON COMPANY WEBSITES, LINKS, LINK FORMATS, AGREEMENTS, PROGRAM RULES, CONTENT, DOMAIN NAMES, COMPANY TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF COMPANY OR COMPANY AFFILIATES IN CONNECTION WITH THE PROGRAM ARE PROVIDED "AS IS," “WITH ALL FAULTS,” AND WITH NO WARRANTIES OR REPRESENTATIONS. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTY OF EVERY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, COMPANY WEBSITES AND COMPANY PRODUCTS EXCEPT TO THE LIMITED EXTENT PROHIBITED BY APPLICABLE LAW.  THIS DISCLAIMER OF WARRANTIES INCLUDES WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT, ALONG WITH ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. COMPANY MAY DISCONTINUE THE PROGRAM OR ANY PRODUCT, SERVICE, OR OFFERING, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, CONTENT, SCOPE, OR OPERATION OF THE PROGRAM OR ANY PRODUCT, SERVICE OR OFFERING, AT ANY TIME AND FROM TIME TO TIME, WITH OR WITHOUT NOTICE OR CAUSE. COMPANY DOES NOT WARRANT OR REPRESENT THAT THE PROGRAM OR ANY PRODUCT, SERVICE OR OFFERING WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. COMPANY ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES, OR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF ANY AFFILIATE’S WEBSITE, INCLUDING WITHOUT LIMITATION DAMAGE TO OR DELETION OF DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY AFFILIATE FROM COMPANY, ANY OTHER PERSON OR ENTITY, OR THROUGH THIS AGREEMENT OR THE PROGRAM WILL CREATE OR BE DEEMED TO CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. COMPANY WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, BENEFITS, INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR AN AFFILIATE’S PARTICIPATION OR TERMINATION FROM IN THE PROGRAM.
14. LIMITATION OF LIABILITY.  UNIT STUDIES BY AMANDA BENNETT, LLC IS NOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST REVENUE, LOST PROFITS, LOST GOODWILL, OR LOST DATA, ARISING FROM OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR COMPANY WEBSITES.  THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR INCURRED IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, AND COMPANY WEBSITES WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
15. Affiliate’s Warranties.  Affiliate hereby represents and warrants to Company that: (a) Affiliate has the capacity and authority to enter into this Agreement, (b) Affiliate has been made aware of his or her right to be separately represented by legal counsel and has either obtained or waived representation, (c) Affiliate has read this Agreement completely and carefully and understands its contents and legal consequences, (d) compliance with the terms of this Agreement will not, now or in the future, violate the terms of any other contract or agreement to which or by which Affiliate is bound or legally obligated, and (e) Affiliate is entering into this Agreement voluntarily and no Person (whether or not a Party) has made any threats, promises or representations of any kind to induce Affiliate to execute this Agreement aside from the anticipated performance of its stated terms.  Affiliate agrees that no rule or maxim of construction will result in any ambiguity being construed against either Party on account of that Party having drafted this Agreement.  This paragraph will survive expiration or termination of this Agreement.
16. Indemnity.  Affiliate will indemnify Company against any and all claims, losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses, including without limitation court costs and attorney fees resulting from or arising out of Affiliate’s (a) website, including without limitation all content and functionality thereof, (b) compliance with Program Rules and this Agreement, (c) failure to comply with each and all of the requirements and obligations of the Program and/or (d) breach of the terms of this Agreement or the agreements, representations and warranties made by Affiliate in this Agreement.  This paragraph and the obligation to indemnify created herein will survive termination or cancellation of this Agreement.
17. General Provisions.  Affiliate agrees to be bound by this Agreement to the same extent as if Affiliate had signed a written agreement containing these terms.  This Agreement (a) constitutes the final, complete and exclusive statement of the agreement between the Parties, (b) replaces and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the Parties, and (c) may only be modified or amended by a written instrument executed by both Parties which expressly states that it amends this Agreement.  Defined terms in this Agreement apply equally to both singular and plural forms.  As context requires, all pronouns include and incorporate the corresponding masculine, feminine and neuter forms.  Each Party agrees to take reasonably necessary further actions, to promptly execute and deliver any and all additional documents, instruments, notices and other assurances, and perform other reasonably necessary acts to ensure and effect the performance of that Party’s obligations under this Agreement.  This Agreement was executed in and will be construed and enforced in accordance with the laws of the State of Texas.  Any action relating to this Agreement must be brought in the federal or state courts located in Texas, and Affiliate irrevocably consents to the jurisdiction of such courts.  Nothing contained in this Agreement will be interpreted to require the commission of an illegal act or a violation of applicable law.  If any conflict arises between the terms of this Agreement and applicable law the law will prevail, the relevant provisions of this Agreement will be deleted, modified or limited to the extent necessary to comply with law and the other provisions of this Agreement will remain in full force and effect.  Failure to enforce any provision of this Agreement does not and will not constitute a waiver of the right to enforce the same or any other provision in any subsequent situation.  Time is of the essence as to every provision of this Agreement that specifies or refers to a determinable time for performance.  This Agreement is binding on and inures to the benefit of the Parties and their heirs, personal representatives, and permitted successors and assigns.  This Agreement is personal in nature.  Affiliate may not assign or transfer any interest in or arising out of this Agreement without the written consent of Company except as specifically permitted by this Agreement or applicable law.
18. Affiliate and Independent Website Disclaimer.  Affiliates and independent Internet websites (individually and collectively "Independent Websites") displaying Unit Studies by Amanda Bennett, Download N Go, or related Company trademarks, logos and banners as part of the Unit Studies by Amanda Bennett, LLC, Affiliate Program may contain facts, views, information, images, artwork, opinions, statements, recommendations, advertisements, recipes and other content and links to third-party websites (collectively, "Information") which are not owned, controlled, reviewed or approved by Unit Studies by Amanda Bennett, LLC, and which do not conform to Company policies, beliefs, editorial or educational opinions or statements of faith.  Affiliates and Independent Websites do not necessarily reflect the views or opinions of Company or Company personnel, and participation in the Affiliate Program is not and does not constitute an endorsement or support of any Affiliate or Independent Website by Unit Studies by Amanda Bennett, LLC or any person associated with Company.  Information on Independent Websites is often created, written and presented by third parties not affiliated with or controlled by Company.  Company (a) does not and cannot make warranties or representations as to the accuracy, safety or value of Information and other content published, displayed, uploaded, downloaded or distributed through Affiliates or Independent Websites, and (b) does not endorse and assumes no liability or responsibility for Information on Independent Websites or for errors, omissions, opinions or content on Independent Websites.  Any reliance upon Affiliates, Independent Websites or Information obtained therefrom or relating thereto is undertaken at the user's sole risk.
    
    BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY PARTICIPATING IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE, REVISED AGREEMENT, OR OTHER PROGRAM REQUIREMENTS ON THE COMPANY WEBSITE YOU, THE AFFILIATE, (A) AGREE TO BE BOUND BY THIS AGREEMENT AS IF YOU HAD SIGNED A WRITTEN DOCUMENT CONTAINING EACH AND ALL OF THE TERMS AND PROVISIONS HEREOF, (B) AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY AND CONSEQUENCES OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, (C) REPRESENT AND WARRANT THAT YOU ARE AN ADULT AND LAWFULLY ABLE TO ENTER INTO THIS CONTRACT, AND (D) AGREE TO REMAIN IN COMPLIANCE WITH THIS AGREEMENT AND APPLICABLE LAW AT ALL TIMES.  IF THIS AGREEMENT IS BEING AGREED TO BY A CORPORATION OR OTHER LEGAL ENTITY, THEN THE PERSON ACCEPTING THIS AGREEMENT HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE CAPACITY AND LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT AND IS DOING SO VOLUNTARILY AND AT THE LEGAL ENTITY’S REQUEST.

I have read, understand and accept all of the terms of this Agreement.