THE LEGAL APOTHECARY AFFILIATE TERMS OF USE AND PRIVACY POLICY

These Affiliate Terms and Conditions (the “Agreement” or “Terms and Conditions”) are between So Maria, LLC d/b/a The Legal Apothecary, a Tennessee Limited Liability Company (“TLA”) and you, the individual who, by this Agreement, becomes a marketing affiliate (“you”) for TLA’s online shop (the “Shop”) containing contract templates and legal-related resources for coaches, healers, and experts, known as The Legal Apothecary (any contract template or resource available for sale in the Shop referred to as a “Product”).

1.        Background. TLA has created a program by which individuals may sign up to be a marketing affiliate (an “Affiliate”) for products listed in the Shop (the “Program”) in exchange for a commission percentage (as detailed below). By entering into this Agreement and accepting the terms of this Agreement, you become an Affiliate for the Shop.

2.        Term. The term of this Agreement will begin on the date you agree to and accept these terms and will continue for as long as you remain an active Affiliate for the Shop (according to the terms of this Agreement) or until this Agreement is terminated.

3.        Commissions.

a. Structure. TLA will pay you a commission in the amount of 20% on each sale of a Product (the “Commission”) so long as that purchase results in actual payment to TLA and results from your unique link or code (each, a “Qualifying Purchase”). Commissions are paid based on the final price reflected at sale, after any applicable discounts. An additional 5% commission will be added to the Commission for a period of six (6) months if Maria Spear Ollis appears inside your community and provides a legal workshop or masterclass. Other commissions may become available from time to time during your participation in the Program, in TLA’s discretion.

b. Exclusions Qualifying Purchases do not include: purchases of Products not made with your unique link or code; any purchases you make from the Shop; purchases on Products that are ultimately refunded or canceled; fraudulent purchases; legal services booked by any customer resulting from your participation in the Program, as commissions on legal services are strictly prohibited by law. 

c. Payment. You must link your bank account and/or PayPal account within thirty (30) days of becoming an Affiliate in order to receive any Commission payment. Commissions will be distributed to you monthly, so long as the total monthly Commission amounts to eighty dollars ($80) or more in that month. If your Commission does not meet the stated payout threshold, it will roll over until such time that you do meet the minimum payout threshold. It is your sole responsibility to ensure you have input and maintain true and accurate information with TLA in order to receive Commissions to which you are entitled.

d. Refunds and Chargebacks. If TLA receives a chargeback or refund request from any customer that purchased using your unique link or code and the chargeback or refund is honored by the bank or credit card institution, TLA may deduct that amount from your future payouts.

4.        Qualifying as an Affiliate. In order to remain an Affiliate, Company must receive one Qualifying Purchase for every six months that you are enrolled in the Program. If you fail to qualify, Company may, in its discretion, terminate your participation in the Program.

5.        Legal Compliance. You are completely and solely responsible for complying with all applicable laws when promoting the Shop. This includes, but is not limited to, email marketing laws (e.g., CAN-SPAM Act), applicable state privacy laws, and regulations from the Federal Trade Commission regarding the use of affiliate disclaimers and disclosures online.

6.        Prohibited Activities. As an Affiliate, you are prohibited from engaging in any of the following:

a.        Using your affiliate link to purchase products for yourself (all such purchases will be immediately ineligible for Commissions and may result in your immediate termination as an Affiliate);

b.        Placing your affiliate link or affiliate code on any coupon code or discount website (e.g., RetailMeNot or similar)

c.        Making any guarantees regarding the Shop or the results from any Product;

d.        Posting more than one screenshot or clause from any product in the Shop without TLA’s prior, written permission;

e.        Posting Shop testimonials without TLA’s prior, written permission;

f.           Using TLA’s intellectual property – including, but not limited to, text, trademarks, logos, videos, or other creative content – in a disparaging way or a manner that negatively or unlawfully impacts TLA’s business;

g.         Purchasing or acquiring any domain names or social media handles that include “TLA” “legal apothecary”  “lunar lawyer” or “maria spear ollis” or any combination of the foregoing;

h.        Reverse-engineering or otherwise abusing the technology for any purpose other than legitimate participation in the Program;

i.            Holding yourself out as a TLA employee or agent;

j.            Any activity the result of which would result in liability to TLA.

7.        Termination; Updates to Terms. Either party may terminate this Agreement at any time upon written notice to the other. TLA reserves the right to terminate you and/or amend these Terms and Conditions at any time, with advanced notice to you. If you do not agree to the updated Terms and Conditions, or if you wish to terminate your participation in the Program, you must notify TLA of your termination in writing. You will be issued any commission owed as of the date TLA receives your written notice and your status as an affiliate for TLA will immediately terminate. If you do not terminate your status as an Affiliate within five (5) business days of any update to this Agreement, your continuance will be deemed an agreement to those updates and/or modifications. If TLA terminates this Agreement due to your breach, TLA is entitled to seek any applicable damages.

8.        Disputes. If you wish to dispute any payout made under this Agreement, you must request applicable records within thirty (30) days of that payout. Any requests made beyond the thirty (30) day threshold will not be considered. If a dispute arises between you and TLA wherein you allege TLA has breached the terms of this Agreement, you must first provide written notice of your dispute to TLA  and provide TLA thirty (30) days in which to rectify the breach. If TLA does not rectify the breach or the breach is not able to be rectified within that time, and you and TLA are not able to amicably resolve the dispute amongst yourselves, the dispute must first be submitted to a neutral, third-party mediator of your mutual choosing before the institution of any litigation.

9.        DISCLAIMER AND LIMITATION OF LIABILITY. TLA DOES NOT GUARANTEE UPTIME, FUNCTIONALITY, OR ANY TECHNICAL SPECIFICATIONS FOR ANY PLATFORMS IT UTILIZES FOR PURPOSES OF DELIVERING THE SHOP OR ANY PRODUCTS. OUTAGES AND WEBSITE INTERRUPTIONS ARE OUTSIDE OF TLA’S CONTROL AND TLA DOES NOT AND CANNOT GUARANTEE THAT THE SHOP, PRODUCTS, OR ANY THIRD-PARTY PRODUCTS OR PLATFORMS UTILIZED BY TLA WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AND SPECIFICALLY DISCLAIMS ANY LIABILITY THAT COULD POTENTIALLY RESULT FROM THE SAME. If, despite the previous sentence, liability is imposed on TLA, the maximum amount of financial liability to which TLA will be responsible is the actual Commission paid out to you for the thirty (30) days preceding the applicable claim or the amount paid by your referred customer in the thirty (30) days preceding the applicable claim. RESULTS FROM ENROLLMENT IN THE PROGRAM ARE NOT GUARANTEED.

10.  Privacy and Confidentiality. Enrolling as an Affiliate does not entitle you to unrestricted information regarding the purchasers that used your unique link or code. Purchaser information will only be shared as permitted by applicable law.

11. Relationship of the Parties. In your role as an Affiliate, you are an independent contractor for TLA, and this Agreement will not be construed as creating an employer/employee agency, partnership or joint venture relationship between you and TLA. 

12.  Indemnification and Hold Harmless. You will release, indemnify, hold TLA harmless from, and defend TLA against, any damage, liability or expenses (including reasonable attorneys’ fees and costs) incurred as a result of any claim, judgment, damages, liabilities, costs, expenses (including attorneys’ fees), or adjudication against TLA arising from any breach of this Agreement by or from your action or inaction because of, in connection with, or relating to the Program or otherwise arising out of the subject matter of this Agreement, including attorneys’ fees and costs and including any costs of collection.

13.  Entire Agreement; Binding. This Agreement constitutes the final agreement between you and TLA and supersedes all prior understandings between you. In entering into this Agreement, neither you nor TLA has relied upon any statement, representation, warranty, or agreement of the other party except for what is specifically contained in this Agreement. No alteration, amendment or modification hereof shall be binding unless set forth in a writing signed by both of the parties hereto.

14.  Governing Law; Venue. This Agreement will be construed according to the laws of the state of Tennessee for contracts wholly performed and executed in that state, regardless of conflict-of-law considerations. All disputes arising under or related to this Agreement must follow the protocols described above and must be submitted first to a mutually agreed-upon mediator in Nashville, Tennessee or, if mediation fails, to a court of competent jurisdiction in Nashville, Tennessee (or, if no such court exists, a court as close as possible to that location).

15.  Severability; Waiver. If any part of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain valid, binding, and enforceable. If one party breaches this Agreement and the non-breaching party does not enforce the terms of this Agreement, that waiver of the breach will not affect the non-breaching party's ability to enforce the terms of this Agreement at any time. 

16.  Assignment. You may not assign or transfer this Agreement. TLA may assign the Agreement to a successor in interest, such as a company that absorbs all of TLA’s assets, or as otherwise specifically permitted under this Agreement.

17.  Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

18.  Your Electronic Acceptance. Execution of these Terms and Conditions delivered by your checking the box for electronic acknowledgement on the Affiliate registration page is deemed to have the same legal effect as delivery of an original, manually signed copy of this Agreement.

19.  TLA’s Acceptance. TLA has acknowledged, read, and agreed to the Terms and Conditions above.