We want to warmly welcome you to Mark Lee Jr’s TCSG Academy Affiliate Program (“Program”). This Affiliate Agreement (the “Agreement”) form a contract between you and us that govern your participation in the Program and governs your application for, and any subsequent participation in, the Program. 

By clicking “I Accept the Terms and Conditions” and submit, you thereby accept the terms of this Agreement, you indicate that you have read and understood this Agreement and agree that you are bound by its terms.

In this Agreement, “you” includes you, your company, its directors, officers, employees and agents. “We” or “us” or “our” or “Company” includes Mark Lee Jr. LLC, its owners, officers , employees and agents.

THE AFFILIATE PROGRAM

The Program allows you to sell and/or promote our products and get paid when a sale results. To track those sales, you will receive a unique Affiliate ID. You will use the Affiliate ID within each URL which you will use to advertise our products and/or services. You understand that the Company has the sole and exclusive right to determine whether you may participate or continue to participate in the Affiliate Program at any time. 

COMPENSATION 

• Commission
  You will receive a commission for each completed sale (“Sale”) that is registered using your Affiliate ID. Commissions will be based on the amounts listed in the affiliate portal and may change from time to time. Commissions are paid only for transactions that actually occur and in which payment is received by our Company. If any payments for a Sale later result in a refund or chargeback, and a commission was paid to you for that Sale, then the commission will be deducted from your future commission. 
   
• Timing of Payments
  You will receive payment of any commission 30 days following the end of the month in which a Sale is made.
   
• Limits on Payments
  Some payment methods may incur processing fees, and those will be deducted from your commission. You agree that your commission must exceed $100.00 USD before you receive a payment from the Company. If your commission does not exceed $100.00 USD in any 90-day period, those commissions will not be paid and will be forfeited by you to the Company.
  
  Further, if we determine, in our sole and exclusive discretion, that any Sale was made fraudulently or as a result of any violation of this Agreement or applicable law, no commission will be paid to you on any Sale and Agreement will terminate immediately, without notice, and without the Company having any liability to you.
   
• Manner of Payment
  No commission will be paid until we receive a completed W-9 (https://www.irs.gov/pub/irs-pdf/fw9.pdf).
  You waive all rights to any commission on any Sales completed prior to the Company receiving your W-9 or payment information. 
   
• Taxes
  You are solely responsible for complying with all tax laws in your respective jurisdiction including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the applicable governing bodies.

TERM

The term of this Agreement begins on the Effective Date and will continue for a period of one year. Following this initial term, the Agreement will automatically renew for successive one-year periods until terminated by either party according to the terms of this Agreement.
 

TERMINATION

• Without Cause
  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.
   
• For Cause
  If, in our sole discretion, you fail to comply with any term of the Agreement, our Terms of Use, or violate any law, or become subject to any Federal Trade Commission inquiry, investigation or prosecution, we may terminate this Agreement immediately. In the event this Agreement is terminated for cause, you forfeit all commissions owed to you.  
  
   

AFFILIATE PROGRAM ADVERTISING & PUBLICITY RULES

We reserve the right to determine whether your advertising and publicity is in compliance with the rules in this Section 5. 

• General 
  You will not use any advertising or publicity in the Affiliate Program that:
    i. Violates local, state or federal laws or regulations, or 
    ii. Violates any intellectual property or other right of any third party.  
   
• Specific
• You have read and will fully comply with the Federal Trade Commission’s Endorsements and Testimonials Guides (FTC Endorsements & Testimonials in Advertising Guidelines) when talking or writing about the Company. the Company.  
  
  When posting social media platforms, you agree to the following requirements as applicable: 
    1. Tag to our Instagram page @markleejr
    2. The following hashtags #MARKLEEJR 
    3. Each post must include the hashtag: #ad.
    4. Each Instagram post must use Instagram’s “Paid Partnership” tool.
    5. Each YouTube video must contain “Ad,” throughout the length of the video.
  
  Any statements made by you on behalf of the Company or its products or services must accurately reflect your honest, current opinions and, based on your personal experience. You should never make a claim that you are an expert unless we have expressly engaged you as such.
   

NON-DISPARAGEMENT

You will not in any way disparage the Company, its employees, or agents, and nor make or solicit any comments or statements to the media, on social media or generally in a public forum, or to others that may be considered derogatory or detrimental to the good name and reputation of our Company and its employees and agents. 

INTELLECTUAL PROPERTY 

You acknowledge that the Company is the owner of all right, title and interest in and to all copyrights, trademarks, trade-dress and other rights associated with its intellectual property. No such intellectual property may be copied, used, reproduced or distributed except as set forth in this Agreement. All use of the Company’s intellectual property by you will inure solely to the benefit of the Company. You further agree you will not make use of any Company intellectual property after the termination of this Agreement. 
 

NO WARRANTY BY COMPANY

We make no guarantee or warrant that you will make any commission from your participation in the Affiliate Program. 

LIMITATION OF LIABILITY

EXCEPT WHERE OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS EMPLOYEES, OR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, YOUR OR A THIRD PARTY’S USE OF OUR PRODUCTS OR SERVICES. THIS INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY.

IN NO EVENT WILL THE COMPANY’S LIABILITY TO YOU EXCEED THE PREVIOUS TWO MONTHS’ COMMISSIONS PAID TO YOU BY THE COMPANY OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

LIMITATION OF LIABILITY

You agree to protect, defend, indemnify and hold harmless the Company, its employees and agents, from and against all claims, demands, and causes of action of every kind and character without limitation arising out of your acts, or omissions related to your performance of this Agreement.

RELATIONSHIP OF THE PARTIES

We agree we are not partners, joint venturers, or similarly associated with the business of the other. You represent, warrant and covenant that you are an independent contractor that offers similar services to others and maintains all your own equipment necessary to complete the Services. You acknowledge that you are not entitled to participate in any benefit plans of Company and that you are solely responsible for all taxes, withholdings, and other sums that may be due governmental entities and any other third parties.

MISCELLANEOUS  

• This Agreement, along with our Terms of Use which is hereby incorporated by reference, represents the entire agreement between the Parties and supersedes any other written or oral agreement between us. 
   
• If any provisions of this Agreement are declared invalid, the validity of the remaining provisions will not be affected.  
   
• This Agreement is binding upon and inure to the benefit of the parties and their successors and assigns. 
   
•  A failure by either party to enforce any of the provisions of this Agreement does not constitute a waiver of such provision or affect the validity of this Agreement.  
   
• This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to conflicts of laws principles.  
   
• The parties agree to submit and consent to binding arbitration in accordance with the rules of the American Arbitration Association in Fresno County, California. All arbitration proceedings will be closed to the public and confidential and all records relating to it will be permanently sealed. Any arbitral award determination will be final and binding on the Parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
   
• If permitted by applicable law, each party waives the right to litigate in court or an arbitration proceeding any dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.
   
• In the event that any arbitration, suit or action is instituted to resolve a dispute pertaining to matters covered under this Agreement, or enforce any provision it, the prevailing party in any such dispute or proceeding is entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party, including without limitation, all reasonable fees and expenses of attorneys and accountants, court costs, and expenses of any appeals.
   
• Any modification, amendment, or waiver of any provision of this Agreement will only be effective if in writing and signed by you and Company.