XP Mentor - Brand Agent Program

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Join our Brand Agent Program, and start earning commissions for every sale you send our way!

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Terms and Conditions

MYB PUBLISHING SALES AGENT INFLUENCER AGREEMENT (INCLUDES XP MENTOR)

(PLEASE READ THE ENTIRE AGREEMENT)

Please read this entire agreement, which includes the terms and conditions, of this MYB Publishing Inc Sales Agent Influencer program (also known as Brand Agent Program) carefully before you begin marketing our program. This agreement is written in plain language intentionally avoiding complicated legalese, to ensure that it may be clearly understood and followed by our Sales Agent Influencers. Each Sales Agent Influencer is responsible for assuring that any of its employees, agents, and contractors comply with this agreement as well.

BY SUBMITTING THIS APPLICATION TO BECOME A SALES AGENT INFLUENCER OF MYB PUBLISHING INC, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CONTAINED HEREIN AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

DEFINITIONS

As used in these terms and conditions: (i) “We”, “us”, or “our” refers to MYB Publishing Inc and our website(s); (ii) “you” or “your” refers to the Sales Agent Influencer or Brand Agent; (iii) “our website” refers to our website located at www.mybpublishing.com, including www.xpmentor.com, www.digably.io or any of our subsidiary websites, including but not limited to, www.confidencetones.com, www.jaynolandmastery.com, or any other subsidiary MYB Publishing Website; (iv) “your website” refers to any websites that you will link to our website(s); (v) “Program” refers to any MYB Publishing Inc Products or Services that is made available by our company to our Sales Agent Influencers to earn sales commissions from.

INFLUENCER OBLIGATIONS

I. 	APPLICATION

To begin the application process, you must review this agreement in its entirety, sign and return this application to us for review. After receiving your application, we will review your information and your website (if applicable) and notify you of your acceptance or rejection of becoming an MYB Sales Agent Influencer. Please allow up 72 business hours for your application to be reviewed.

We reserve the right to reject any application for any reason, however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.

II.	WEBSITE RESTRICTIONS

If you use any of the Sales Agent Influencer links we provide you and link from your website(s), your participating website(s) may not:
 1. Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
 2. Violate any law, rule or regulation.
 3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials.
 4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
 5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Influencer commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

III.	LINKING TO OUR WEBSITE

Upon acceptance to become one of our Agents, links will be made available to you via email or our back office portal. 
 Your acceptance in our program means you agree to and abide by the following.
 1. You will only use linking code we provide you for each banner, text link, or other Influencer link obtained from the Influencer interface without manipulation.
 2. We reserve 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.
 3. All domains that use your Sales Agent Influencer link must be listed in your Influencer profile.
 4. Your Website will not in any way copy, resemble, or mirror the look and feel of any of our websites. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
 5. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
 6. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
 If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided, or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the Influencer link is placed.
 7. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
 8. 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.
 9. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
 10. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in our Sales Agent Influencer program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved by us. Should we decide to revoke your license, we will give you notice.
 11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, our Sales Agent Influencer program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title, or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.

IV.	PPC (“Pay Per Click”) GUIDELINES

1. You may not bid on any of our trademarked terms (including any variations or misspellings) thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, Instagram, or any other network unless given written permission first from us.
 2. You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword.
 3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
 4. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website or the Sales Agent Influencer Link we provide you.
 5. You may not bid in any manner appearing higher than our company for any search term in position 1-5 in any auction style pay-per-click advertising program.
6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.

V.	SUB-INFLUENCER NETWORKS

Promoting us through a sub-Influencer network is permitted, however you must be completely transparent with regards to where traffic from your sub-Influencers originated. Sub-Influencer networks must ensure that all sub-Influencers promoting our company must adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-Influencer networks must also receive approval prior to allowing any type of coupon sub-Influencer to promote the Program. Failure to comply with our sub-Influencer network terms may result in a loss and/or reduction of commission from sales made through any sub-Influencer that does not comply with our terms.

VI.	DOMAIN NAMES

Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.

VII.	ADVERTISING & PUBLICITY

You shall not create, publish, distribute, or print any written material that makes reference to our Sales Agent Influencer program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
1. Abide by the CAN-SPAM Act with respect to our Program.  The CAN-SPAM Act: A Compliance Guide for Business is at:  https://www.ftc.gov/business-guidance/resources/can-spam-act-compliance-guide-business	
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.
3. E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.

VIII.	SOCIAL MEDIA

Promotion on Facebook, Twitter, Instagram, YouTube, and other social media platforms is permitted following these general guidelines:
1. You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your Influencer links on your own Facebook, Instagram, YouTube, Twitter, etc. pages. For example, you may post, 25% off sale at Confidence Tones through wed with code GET25'.
2. You ARE PROHIBITED from running Facebook ads, Instagram Ads, or any ads with our trademarked company name.
3. You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.

IX.	OPERATIONS OUTSIDE UNITED STATES

If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.

X.	FTC DISCLOSURE REQUIREMENTS

You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where Influencer links for our Sales Agent Influencer program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear concise, and conspicuous stating that we are compensating you for your review or endorsement. If you received the product for free from us, this also must be clearly stated in your disclosure.
* Disclosures must be made as close as possible to the claims and must be, at a minimum in the same size and as prominent as the claims.
* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
* Pop-up disclosures are prohibited.

You agree to review the FTC disclosure requirements which are incorporated into and are a material part of this Agreement.

The FTC's "Dot Com Disclosures" Guidelines are located at: http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf.  The FTC's Endorsement Guidelines are located at http://business.ftc.gov/advertising-and-marketing/endorsements. If any of the FTC links we’ve provided do not work, please contact us immediately for updated links.

XI.	SALES AGENT INFLUENCER RIGHTS AND OBLIGATIONS

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 changes in your marketing approach, 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 or marketing that we feel are necessary, we reserve the right to terminate your participation in the Program.
We reserve the right to terminate this Agreement and your participation in the 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.  “Abuse” would include but is not limited to defamatory, false or misleading statements about this Program.

This Agreement will begin upon our acceptance of your Sales Agent Influencer application and will continue unless terminated hereunder.

XII.	TERMINATION

1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the Influencer platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You will also cease marketing our products or services immediately should termination of this agreement come into effect.
3. You are eligible to earn commissions only on sales of qualifying products/services that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. If any product/services are returned or if a chargeback occurs, commissions paid to you will be “clawed back” (returned) to our company.

XIII.	MODIFICATION

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email and/or back-office platform. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site or email will indicate your agreement to the changes.

XIV.	OUR CUSTOMERS

Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

XV.	ORDER PROCESSING

1. Only items that were purchased by customers who use your Sales Agent Influencer Link or HTML Code (if applicable) we provide you are considered 'direct sales'. Direct sales placed through the Sales Agent Influencer Link on your site are reduced (not paid or clawed back) by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
2. We reserve the right to exclude items ordered by you (using your personal Sales Agent Influencer Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Sales Agent Influencer Link or HTML Code we provide to you. A statement of activity is available to you through our Sales Agent Influencer interface.

XVI.	PAYMENT

You will be paid out earned commissions on the 20th of every month via ACH. If the 20th falls on a weekend or holiday, you will be paid out earned commissions on the first business day after weekend or holiday.
● The Company will never pay compensation for recruiting new Sales Agent Influencers.
● The Company will never encourage or incentivize Sales Agent Influencers to purchase any of our goods or services to obtain or maintain eligibility for bonuses, rewards, or commissions rather than for personal use.
● The Company will never induce others to encourage or incentivize Sales Agent Influencers to purchase goods or services to obtain or maintain eligibility for bonuses, rewards, or commissions rather than for personal use.
● The Company will never pay any compensation related to the purchase or sale of goods or services unless such compensation is for sales to or purchases by persons who are not Sales Agent Influencer and who were not being recruited to become Sales Agent Influencers.
● The Company will monitor and take all reasonable steps necessary to ensure that any compensation paid is for sales to or purchases by persons who are not Sales Agent Influencers and who were not being recruited to become Sales Agent Influencers.
● The Company does not imply or guarantee that any Sales Agent Influencer will earn any money or commissions from our program(s), and the Sale Agent Influencer should expect to earn no money or commissions if he/she is not verified to be the procuring cause of a sale.

XVII.	REVERSAL & COMMUNICATION POLICY

We take pride in our open communication with our Sales Agent Influencers. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
1. You are not forthcoming, intentionally vague, or are found to misrepresent the truth.
2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile, we cannot contact you.
3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each Sales Agent Influencer to ensure that he/she has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.

XVIII.	GRANT OF LICENSES

1. We grant to you a non-exclusive, non-transferable, revocable right to one or more of the following (i) assigned Sales Agent Influencer link (ii) access our site through HTML links solely in accordance with the terms of this Agreement (if applicable) and (iii) 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 authorize for such purpose.
2. You are only entitled to use the Licensed Materials and/or company URL links to the extent that you in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of the Company.
3. 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.
4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Sales Agent Influencer Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.

XIX.	REPRESENTATIONS AND WARRANTIES

You represent and warrant that:
1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
3. You have sufficient right, title, and interest in and to the rights granted to our Company in this Agreement.

DISCLAIMER

MYB PUBLISHING INC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE, AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR 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.

LIMITATIONS OF LIABILITY

OUR COMPANY 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 COMPANY'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.

XV.	INDEMNIFICATION

You hereby agree to indemnify and hold harmless our Company, and its subsidiaries and Influencers, 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 Influencer 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.

XVI.	CONFIDENTIALITY

Agent recognizes and acknowledges that information that is furnished concerning the Company’s services, customers, supplier relationships, and other confidential matters constitutes a valuable and unique trade asset of the Company. Accordingly, Agent will not, during or after the term of this Agreement, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the written permission of the Company. 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.

XVII.	NOTICE CONCERNING WITHHOLDING OF TAXES

Agent recognizes and understands that they will receive a 1099 tax statement or equivalent income statement from the Company and will be required to file any appropriate tax returns and to pay taxes according to local, state, country, and federal tax laws. As such, if Agent is required to abide by U.S. Tax Laws, the Agent must provide a signed W-9 form to the Company. Agent hereby promises and agrees to indemnify the Company for any damages or expenses, including attorneys’ fees and expenses for IC’s failure to pay required taxes.

XVIII.	MISCELLANEOUS

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 us. You will have no authority to make or accept any offers or representations on our company’s behalf. You will not make any statement, whether on your website or any other of your websites or otherwise, that reasonably would contradict anything in this section.
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.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States of America and the State of Florida without regard to the conflicts of laws and principles thereof.
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
5. This Agreement represents the entire agreement between our company and yourself, and shall supersede all prior agreements and communications of the parties, oral or written.
6. 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.
7. 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.
8. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

VIX.	INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

* I certify that I have carefully reviewed the above Agreement and certify that I have reviewed and agree to comply fully with the guidelines set out by the FTC as though fully set out in this Agreement. The Guidelines are located at: http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf. The FTC's Endorsement Guidelines are located at http://business.ftc.gov/advertising-and-marketing/endorsements. The FTC’s CAN-SPAM Act: A Compliance Guide For Business is at: https://www.ftc.gov/business-guidance/resources/can-spam-act-compliance-guide-business.

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