Effective Date: 4-Apr-2022
Last Updated: 28-Oct-2022
Please read the entire agreement.
This is a legal agreement between you and Terri Pugh (also t/a Eat From Within).
By becoming an affiliate you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Terri Pugh’s Affiliate Program.
The terms “we,” “us,” and “our” refer to Terri Pugh, her team, and the Eat From Within Membership. The term the “Site” refers to www.eatfromwithin.com. The terms “user,” “you,” and “your” refer to site visitors, customers, members and any other users of the site. The term “service” refers to those elements delivered as a part of the Membership.
Please be aware that we may update these Terms at any time. Your continued use of the affiliates programme indicates your acceptance of the terms and agreement to any changes.
We reserve the right to amend or cancel the scheme if the need arises, without prior notice, and without obligation for backdated payouts.
2. AFFILIATE OBLIGATIONS
2.1. You do not have to be a current Eat From Within member in order to become an affiliate. Eat From Within members will automatically become affiliates on starting their membership. Non-members can become affiliates through the submission of an application through Terri Pugh’s websites. The fact that we auto-approve and auto-enrol applications does not imply that we may not re-evaluate your application at a later time. We may reject your application or remove your affiliate status at our sole discretion. We may cancel your application if we determine that in promoting our services you are engaging in behaviours that are not aligned with our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on body type, race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Eat From Within”, ‘Terri Pugh, or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Eat From Within, Terri Pugh, or any other affiliated business.
2.2. As a member of Terri Pugh’s Affiliate Program, you will have access to a members area with an affiliate report. Here you will be able to download a referral link and/or HTML code (that provides for links to web pages within the Eat From Within web site). Terri Pugh uses 60-day cookie tracking. Also available may be other materials. In order for us to accurately keep track of all guest visits from your site to ours, you must use the links and HTML codes that we provide for each promotional material, text link, or other affiliate link we provide you with.
2.3. Terri Pugh reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of any site using a referral link will be your responsibility. We may monitor these sites as we feel necessary to make sure that they are up-to-date, and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3. TERRI PUGH’S RIGHTS & OBLIGATIONS
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the membershipacademy.com Affiliate Program.
3.2. Terri Pugh reserves the right to terminate this Agreement and your participation in the Eat From Within Affiliate Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon the start of your Eat From Within membership, or if you are not an active Eat From Within member, upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email, and you must ensure that you receive acknowledgement of Terri Pugh’s receipt of this notice. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Terri Pugh’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Terri Pugh’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Payments are made in the first week of each calendar month by bank transfer (UK only) or PayPal. No other methods of payment will be used.
Please ensure that you have replied to any request for payment details. If these details change once you are an Affiliate it is your responsibility to update us if your payment details change. Any change in payment details cannot be considered actioned until written confirmation has been provided by Terri Pugh. Any payments made to outdated or incorrect payment details will not be reissued.
As there is a 7 day refund period for new members, commission is only paid for each new member after that period has passed. If a referral cancels in their first 7 days and requests a refund you will not receive payment for that referral. Once the 7 day refund period has passed for a new referral commission is paid on the first week of the next calendar month, and then on the first week of each calendar month after that that they remain a paid member.
7. ACCESS TO AFFILIATE AREA
If you are an Eat From Within member you can access an affiliate report at any time – please login using your membership login first. In the members account you will be able to access your affiliate links, see your statistics and successful referrals, view commissions due and paid and also access any creatives that we may add for your use.
If you are not an Eat From Within member you will not be able to access the members area. Instead, you will be issued with a monthly report detailing your transactions.
8. PROMOTION RESTRICTIONS
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Terri Pugh could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Terri Pugh. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE). In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Terri Pugh so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups or on social media to promote Terri Pugh so long as the group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Terri Pugh. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Terri Pugh Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Terri Pugh, Eat From Within, www.terripugh.com, www.eatfromwithin.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Terri Pugh’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Terri Pugh’s site (i.e., no page from our site or any Terri Pugh’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of Terri Pugh site in IFrames, hidden links and automatic pop ups that open Terri Pugh’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. GRANT OF LICENCES
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Terri Pugh’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Terri Pugh and the good will associated therewith will insure to the sole benefit of Terri Pugh.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Terri Pugh makes no express or implied representations or warranties regarding Terri Pugh’s service and web site or the products or services provided therein, any implied warranties of Terri Pugh’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
11. LIMITATIONS OF LIABILITY
We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. further, notwithstanding anything to the contrary contained in this agreement, in no event shall Terri Pugh’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.
You hereby agree to indemnify and hold harmless Terri Pugh, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Membershipacademy.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.5. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.