Referral Terms & Conditions

Last Updated: March 13, 2024

These Referral Terms & Conditions (“Terms & Conditions”) is entered into by and between you (“Referrie/Referral Partner”) and Access Designs LLC (“Company”) upon your submission of an application to become a referral partner of the Company.

The Company has set up a program for referral partners to promote its products in exchange for a share of the proceeds of any sales prompted by the referries’ promotional efforts (the “Referral Program”). Except as modified by a separate agreement governing the promotion of any particular product, the terms of this Agreement apply to the Referrie’s participation in the Company’s Referral Program.

By submitting an application to participate in the Referral Program and/or by otherwise participating in the Referral Program, Referrie expressly agrees to the terms and conditions set out in these Terms & Conditions and in any agreement that might apply to individual products.

APPLICATION & ACCEPTANCE

To participate in the Referral Program, Referrie must complete a Referral Program application (“Application”). Referrie is required to answer all questions in that Application, and Referrie’s answers must be accurate and complete.

To participate in the Referral Program, Referrie must provide the Company with Referrie’s true identity and contact information, as well as business and banking information as requested. Referrie may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask Affiliate’s identity or business details.

The Company will rely upon the information provided in Referrie’s Application, and any false information will be a basis to reject a prospective referrie’s Application or to terminate Referrie’s status as a referral partner without compensation if discovered after approval. The Company may accept or reject any Application at its sole discretion for any or no reason.

Upon acceptance into the ReferralProgram, Referrie will receive an email notifying Referrie of such acceptance and providing affiliate credentials (including details about how to obtain referral links and other important information).

COMPENSATION 

The Company will pay Referral Partner a fee (a “Commission”), for each customer referred to the Company through the unique tracking links assigned to the Referral Partner (“Referral Links”). The tracking and attribution of sales to Referral Partners based upon their tracking links is done automatically by the Company’s referral tracking system. Referrie’s shall only be entitled to Commissions on sales that are tracked through the Company’s referral tracking system and indicate the Referrie Link as the source of the sale. 

Referrie’s shall receive the following Commissions:

  1. 10% commission for each paid accessibility service or course sold using your referral link.

    OR

  2. 10% discount CODE to offer to your clients to use on accessibility services

All Commissions are calculated after any discounts, and before payment processing fees. For example, if a customer purchases a product with a list price of $100 and uses a 10% discount code, the Commission will be calculated based on the $90 discounted price actually paid by the customer.

Referral Partner agrees that the Company shall only be liable for payment of the Commissions to the extent it receives all funds due and owing to it from the relevant customer after the refund period has passed. Accordingly, Referrie shall not be entitled to any Commission on a sale that is refunded, for which there is a chargeback, or for which the Company ultimately does not receive the sales proceeds as a result of credit card abuse or fraud.

The Company pays all Commissions on the 1st day of the month. For example, if the commision is earned in May, the payout will be made on June 1st.

PAYOUTS AND PAYMENT PROCESSING

The Company shall pay any sums due to Referral Partner via PayPal.  Referral Partner shall be responsible for providing their PayPal email address necessary to facilitate the use of the payment method. The Company is not responsible for any amounts not received by the Referral Partner due to inaccurate or out of date payment information as provided by the Referral Partner.

Payments will only be made to those who are owed $50 USD or greater for the applicable payment period. If Referral Partner has not reached the minimum payment amount in a given payment period, the amount will roll over and be paid the following payment period provided the minimum payment threshold has been reached.

The Company shall not be liable for paying interest to Referral Partner for accrued but not yet delivered Commissions.

TAXES 

Referral Partner shall be solely responsible for paying any and all United States, state, or foreign income taxes and any other tax liabilities arising from any commissions earned or received by Referrie.

LINK TRACKING

The Company’s referral management system uses tracking cookies (“Cookies”) to track ReferralLinks clicked. When a Referral Link is clicked, Cookies are stored in the customer’s browser. The Company uses Cookies that last 30 days. The Company shall not be liable for any loss of Commissions due to Cookies intentionally deleted or cleared by customers. 

In the event a customer clicks Referral Links from multiple referries, the link clicked and the cookie created closest in time to the sale shall determine the referrie to receive the Commission for that sale.

RIGHT TO CHARGEBACK, OFFSET, AND WITHHOLD

Referral Partner agrees that the Company shall have the right to charge back the Referrie’s account or otherwise adjust for any previously paid Commissions that ultimately are not commissionable under this Agreement. Specifically, in the event that a sale attributed to a Referrie is charged back, refunded for any reason, or otherwise challenged after the Commission has been paid, the Company shall have the right to charge back the Commission paid to the Referrie.

Referrie agrees that the Company shall have the right to offset any Commissions due and payable to the Referrie to account for any chargebacks on sales for which Referrie has already received a Commission.

Referrie agrees that the Company shall have the right to withhold up to 20% of the Commissions due (“the Withholding”) for a period of 90 days to ensure an ability to offset any chargebacks. In the event that the Referrie’s chargeback percentage exceeds the Withholding for a period of two consecutive months, the Company shall have the right to increase the Withholding percentage. The Company shall provide written notice of any such increased Withholding percentage that shall apply to Referrie.

LIMITED LICENSE TO USE PROMOTIONAL MATERIALS

From time to time, the Company may make promotional materials available to the Referral Partner for use in promoting the Company’s products or services (“Promotional Material”). The Promotional Material may include the Company’s logos, images of products, social media graphics, display banner advertisements, copy for emails and social media posts, and other graphic and textual material for use in Referrie’s promotion efforts.

Upon acceptance into the Referral Program, the Company grants Referrie a revocable, non-exclusive, non-transferrable, worldwide, royalty-free license to use the Promotional Material during the term of this Agreement. The Referie may use the Promotional Material on its website, on social media, in emails, and in other promotional activities.

Referrie may use any such Promotional Material solely for the purpose of promoting the Company’s products or services and/or for linking to the Company’s website. Referrie may not make any other use of the Promotional Material and shall not state or imply that the Company has endorsed the Referrie.

Referrie agrees not to alter, add to, subtract from, or otherwise modify any of the Promotional Material provided by the Company without the express written consent of the Company. Moreover, Referrie may not make any derivative works using the Promotional Materials for any purpose other than promoting the Company’s products or services.

INTELLECTUAL PROPERTY OWNERSHIP

No logo, tagline, trademark, trade name, or trade dress (collectively, the “Company’s Marks”) owned by the Company may be used, copied, or reproduced by any Referral Partner except as set forth in this Agreement.  No Company intellectual property (or any mark confusingly similar to the Company’s Marks) may be registered as a trademark in any country or registered as a domain name by Referral Partner in any way in any country.  In using the Company’s Marks, Refrrral Partner must: (i) only use the images of Company’s Marks that are made available to Referrie, without altering them in any way; (ii) only use Company’s Marks in connection with the Referral Program and this Agreement; and (iii) immediately comply with any request by Company for Referrie to discontinue use. Referrie must not: (i) use the Company’s Marks in a misleading or disparaging way; (ii) use the Company’s Marks in a way that implies the Company endorses, sponsors or approves ofReferrie’s services or products; or (iii) use Company’s Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

The Company retains exclusive ownership of Company’s Marks and other intellectual property and all of its rights therein.  Referrie shall not promote or provide services to any other business or person that is infringing any of Company’s intellectual property.

Referrie retains ownership of all intellectual property created solely by Referrie to promote Company’s products or services. In the event that the Company and Referrie collaborate on any promotional material such as a joint venture webinar, Company and Referrie shall each retain ownership rights to such promotional material.

Referrie grants to Company a non-exclusive, non-transferrable, royalty-free license to use and display Referrie’s trademarks, service marks, and logos (“Referrie’s Marks”) in connection with the Referral Program and this Agreement.

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that:

  1. The Company shall not knowingly and intentionally violate any law, regulation, or rule applicable to its business operations;

  2. the products and/or services offered in connection with theReferral Program are legal products and services within the Company’s jurisdiction;

  3. it intends to be bound by the mutual promises, terms, and conditions of this Agreement; and

  4. it has the necessary intellectual property and other rights to offer the products that are available for promotion under the Referral Program.

Referrierepresents and warrants that:

  1. Referrie has read this Agreement, understands its terms, and agrees to be bound by this Agreement;

  2. this Agreement constitutes Referrie’s valid and binding agreement and was executed by a person with authority to bind the Referrie;

  3. Referrie’s answers to the questions in the Application were truthful and accurate to the best of Referrie’s knowledge;

  4. Referrie will comply with CAN-SPAM, GDPR, and CA-SL requirements in connection with email marketing;

  5. Referrie will comply with all applicable Federal Trade Commission rules, regulations, and guidelines related to referral/affiliate marketing;

  6. Referrie will not make use of the Company’s name, trademark, or service mark in any manner other than expressly allowed under this Agreement; and

  7. Referrie will not engage in any behavior that violates the terms of this Agreement or that constitutes an attempt to fraudulently or deceptively increase the earnings of Referrie under this ReferralProgram.

CONFIDENTIAL INFORMATION

In the course of participating in the Company’s Referral Program, Referrie may have access to sensitive or confidential information related to the Company’s business (“Confidential Information”). Referrie agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of the Company, as appropriate to promote the Company’s products or services in accordance with this Agreement. Referrie shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Referrie will use reasonable care in handling the Company’s Confidential Information so that it does not enter the public domain. Referrie will return all Confidential Information to the Company upon termination of this Agreement. Any disclosure in violation of this Agreement is grounds for legal action, equitable relief, and termination of this Agreement.

Referrie may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Freelancer; (ii) Client grants permission for such disclosure in writing; or (iii) disclosure is required by any court or government agency. Referrie agrees that in the event disclosure is required by law, Referrie will provide only such information as necessary to satisfy such requirement.

“Confidential Information” of the Company includes but is not limited to some or all of the following, whether in documentary, electronic or any other form: customer lists; prospective client lists; email lists or size of email lists; sales leads; course curricula; presentation materials; content, ideas, stories, or other promotional materials; Company’s business methods and competitive strategies; information concerning the preferences, requirements, transactions, creditworthiness and characteristics of Company’s customers; pricing lists, policies and practices; sources of supply; negotiating strategies; computer software; technical information; sales techniques; financial information; financial reports; data; books and reports; specifications; strategic and technical data; marketing data; market research data; product research and development data; trade secrets; information concerning the Company’s business or promotional plans or processes; other information concerning the Company’s finances, technology and operations; and any other information about or generated by the Company that is proprietary to the Company or which could, if disclosed, be useful to any competitors of the Company.

INDEPENDENT CONTRACTOR

Referrie is at all times an independent contractor.  It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between the Company and Referrie by virtue of this Agreement.  Referrie has no right to act on behalf of or bind the Company in any way, nor share in the profits or losses of the Company. The only compensation available to Referrie is set forth in this Agreement. Referrie is solely and exclusively responsible and liable for all of Referrie’s acts or omissions.

ACCEPTABLE AND UNACCEPTABLE MARKETING PRACTICES

Referrie shall post and make available to all end-users an appropriate privacy policy that complies with all applicable federal, state, and local laws and requirements. The privacy policy shall be made available to users prior to the collection of any personally identifiable information, and shall clearly disclose all information collection, use, and sharing practices, including any collection of information in connection with the Referral Program.

Referrie shall not promote Company’s products: (1) in conjunction with any any illegal activity, (2) on any illegal website, (3) in a manner that a reasonable person would consider threatening, harmful, defamatory, obscene, sexually explicit, harassing, or promoting violence; (4) in a manner that promotes discrimination, (5) in any manner the Company expressly deems as objectionable, or (6) in a manner that infringes upon the intellectual property or related rights held by any third party.

Referrie shall not make any claims, guarantees, representations, or warranties about the Company’s products that are inconsistent with or beyond the scope of any claims made by the Company in publicly available marketing materials.

Referrie shall comply with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the  FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC.  Referrie is solely responsible for ensuring Referrie’s compliance with all laws.  

Referrie shall not offer monetary incentives, such as rewards points, cash, or prizes to potential customers in return for their response to an advertisement. Referrie may, however, offer potential customers information and materials of tangible value such as Referrie’s own products or services for reduced or no charge, but only so long as Referries’' accurately describes and delivers such information and materials to the potential customer.  The Company retains the sole and exclusive discretion to determine whether Referriee’s advertising and conduct is in compliance with all laws and the requirements of this Agreement.

Referrie shall not comment negatively about or disparage the products or services of the Company or any other person or entity, including without limitation the products or services of a competitor of the Company.  Referrie is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of the Company, any brand name of the Company, or based on the trademarks or brand name of any competitor of the Company, or any other third party.

TERM AND TERMINATION

The term of this Agreement will begin upon Referrie’s submission of an Application to join the Referral Program and continue until terminated by either party.

The Company may terminate this Agreement in full or in part at any time and for any reason it deems appropriate with or without prior notice to Referrie. Referrie may terminate this Agreement at any time by notifying the Company in writing.

Upon termination of this Agreement, the Company will disable any tracking URLs, links, cookies, pixels, and similar mechanisms for use with the Referral Program, and Referrie will no longer have access to the Company’s referral portal. 

Upon termination of this Agreement, Referrie shall immediately cease all use of the Promotional Materials and all of the Company’s intellectual property; delete all copies of such materials in Referriee’s possession; and cease representing Referrie as a participant in the Referral Program.

Referrie shall be entitled to all validly accrued Commissions earned prior to the termination of this Agreement.

Any and all provisions governing the following will survive termination of this Agreement: indemnification, Referrie’s representations and warranties, limitations of liability, disclaimers of warranties, governing law, jurisdiction and dispute resolution, confidentiality, and ownership of intellectual property.

DISCLAIMERS

The Referral Program, any Promotional Material, and the products and services provided on connection therewith, are provided to Referrie “as is.”

Except as expressly set forth in this Agreement, the Company expressly disclaims to the maximum extent allowed by law, all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing, usage, or trade.

The Company does not warrant that the ReferralProgram or Promotional Materials will meet Referrie’s specific requirements or that the materials are error free or uninterrupted.

The Company expressly disclaims any liability for any act or omission of any third party provider not under the control of the Company, and their products and services.

Referrie’s expressly agrees and understands that the Company has not made any guarantee that Affiliate will earn any specific amount of commissions and attests that no such representations or claims have been made.

L

IMITATION OF LIABILITY

Referrie agrees that Company shall not be liable for any loss or damage that Referrie or any other person or entity associated with Referrie may suffer or incur as a result of participation in the Referral Program and/or any information or resources contained in or provided in conjunction with the Referral Program. Referrie agrees that Company shall not be liable to Referrie for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages arising out of Referrie’s participation in the Referral Program. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS AND/OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES, FEES, LOSSES OR CLAIMS WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OPPORTUNITIES, CLIENTS, ANTICIPATED INCOME, GOODWILL, OR PROFITS  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE REFERRAL PROGRAM, WITH THE DELAY OR INABILITY TO USE THE REFERRAL PROGRAM OR RELATED SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE REFERRAL PROGRAM, OR OTHERWISE ARISING OUT OF THE USE OF THE REFERRAL PROGRAM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 

Referrie acknowledges that if Referrie is dissatisfied with the Referral Program or any portion of it, Referrie’s sole and exclusive remedy is to terminate participation in the Referral Program.

REFERRIE AGREES THAT COMPANY’S CUMULATIVE LIABILITY FOR ANY LOSS OR DAMAGE TO REFERRIE OR OTHERS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE COMMISSIONS PAID TO REFERRIE DURING THE ONE MONTH PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY.

INDEMNIFICATION

Referrie agrees to defend, indemnify and hold the Company harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, relating to or arising out of: (a) Referrie’s breach of any provision of this Agreement, including the representations and warranties, (b) any misuse, fraud, or deceptive conduct by Referrie or any of its agents in connection with the Referral Program, (c) any claims related to any promotional media created by Referrie (excluding claims related to any Promotional Material provided by the Company), and (d) Referrie’s failure to maintain the confidentiality and/or security of Referrie’s password or access rights to the Referral Program or referral portal. Referrieagrees to provide the Company with such assistance, without charge, as the Company may request in connection with any such defense, including, without limitation, providing the Company with such information, documents, records, and reasonable access to Referrie, as the Company may deem necessary. Referrie shall not settle any third-party claim or waive any defense without the Company’s prior written consent.

MODIFICATION

The Company may modify this Agreement at any time by notifying Referrie of the proposed changes by email at Referrie’s email address provided to Company and/or by posting the modified Agreement prominently within the referral portal. Any such changes will not alter the Company’s obligation to Referrie with respect to any previously-earned commissions. Any such changes shall become effective immediately upon notification.

If the proposed modifications are unacceptable to Referrie, Referrie must terminate this Agreement as provided above. Continued participation in the Referral Program will constitute Referrie’s acceptance of and Agreement to the modification.

EFFECT OF HEADINGS; SEVERABILITY

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. If any portion of this Agreement is held to be unenforceable or contrary to law, such portion shall be construed in accordance with applicable law so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remainder of the provisions shall remain in full force and effect.

ENTIRE AGREEMENT; WAIVER

This Agreement, together with the Company’s website Terms and Conditions and Privacy Policy, constitute the entire agreement between Referrie and the Company pertaining to the Referral Program and supersedes all prior and contemporaneous agreements, representations, and understandings between Referri and the Company. Any waiver by the Company of a breach of or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. No waiver shall be binding unless executed in writing by the Company.

GOVERNING LAW; JURISDICTION; MEDIATION

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota, USA, and the courts of Minnesota, USA, shall have jurisdiction to hear and determine any dispute arising in relation to these Terms.  Referrie agrees that any proceeding relating this Agreement or Referrie’s participation in the Referral Program must be filed exclusively in the appropriate courts located in Minnesota, USA, and Referrie submits to the jurisdiction of those courts and waives any objection based on an inconvenient forum or other reasons.

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

FORCE MAJEURE

The Company shall not be liable, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.