Elify Member-Affiliate Agreement
As used throughout this Member-Affiliate Agreement, the term “Agreement” collectively refers to the Elify Member-Affiliate Agreement, Terms of Service, Affiliate Program Overview, and any other document incorporated by reference in the aforesaid. These documents, in their current form, and as may be amended by Elify, at its sole discretion, constitute the entire contract between Elify and the Elify Member-Affiliate. No other representation, promise, or agreement, shall be binding on the parties unless in writing and signed by an authorized officer of Elify.
You, the Elify Member (“Member”) are required to read thoroughly and understand the following Member-Affiliate Agreement (“Agreement”), Elify’s Terms of Service (“TOS”), any Services EULA, and the Elify Affiliate Program Overview which are incorporated into this Agreement, and made part of it as if restated in full, and as posted on www.elify.com. This Agreement shall apply to any person or entity subscribing to any Elify Services (as defined herein), regardless of whether those Elify Services are free or paid.
If Member agrees to adhere to and abide by the conditions mentioned hereunder they shall become a Elify Member-Affiliate (“Affiliate”) upon submission of their Affiliate Compensation Information and Company’s acceptance of this agreement. This agreement is between Member, and AltTen, Ltd. Dba Elify, and elify.com (“Company”) and is considered as an authentic and legally binding contract. Company reserves the right to reject any Member’s application for Affiliate status for any reason. A digital, faxed or emailed copy of this agreement shall be treated as an original in all respects.
Member understands that participation in the Elify Affiliate Program (“Affiliate Program”) as an Affiliate is completely optional and there a $1 enrollment fee to become an Affiliate. Member understands that they are not required to participate in the Affiliate Program in order to promote Elify Services or make a Member referral. However, Affiliate status is required if Member wishes to receive compensation for any direct and/or network referrals as outlined in the Affiliate Program Overview. The Elify Services include all websites, apps, modules, tools and features within Elify and both premium and free Elify Services.
Any Member who opts-in to participate in the Affiliate Program by completing the Member-Affiliate application process and activating their Affiliate Status (pending approval by the Company) shall be eligible for affiliate compensation as set forth in the Affiliate Program Overview. The Affiliate Program participation is only available to those Members who meet the following qualifications:
The Member has accumulated at least 2,500 “coins” in their Elify Rewards module.
The Member’s maintains an active premium Elify Subscription
The Member agrees to be bound by this Agreement
The Member submits valid Affiliate Compensation Information.
Member acknowledges and understands that the purpose of the Affiliate Program is to generate referrals of retail subscriptions to retail customers for the Company. The promotion of Elify Services for personal, business or family use by the end retail customer (Elify Member) must be emphasized at all times and in all presentations.
Member understands as an Affiliate you will be eligible for commissions, incentives and bonuses based solely on your direct Member referrals using Members Referral ID (The unique identification code used to associate new Member Service enrollment with any associated referring Member or Affiliate)(“Direct Referrals”) and the Member referrals of your Referral Network (The Direct Referrals made by Members/Member-Affiliates and the subsequent referrals made by those new Members/Affiliates for a full six (6) levels of depth from the Member/Affiliate in question; with direct referrals representing the first (1st) level) as formulated by Company and as outlined in the Affiliate Program Overview.
Member understands that Company never compensates Affiliates for the mere act of referring other Affiliates.
Member understands that he/she is entitled to purchase Elify Services for their own personal, business or family use and by paying any associated Service Fee Member certifies that they are doing so solely for their own personal, business or family use.
Member understands that Company prohibits the purchase of multiple subscriptions solely for the purpose of qualifying for commissions, incentives or bonuses.
Member understands that Company does not guarantee any amount of income to an Affiliate merely on account of his/her becoming an Affiliate and participating in the Affiliate Program.
Member declares that he/she has not been given any assurance or promise by Company or any of its Members or Affiliates as to any income on account of any payment for Elify Services made by him/her.
Member understands that as an Affiliate
You are granted the nonexclusive right to promote Elify Services in accordance with this Agreement
You have the right to refer any number of end retail customers (Members) to Elify.
You have the right to earn commissions on Member referrals pursuant to the Affiliate Program and in accordance with this Agreement.
You shall not compel, induce or mislead any person with any false statements/promises that would result from subscribing to Elify Services or by becoming a Member or Affiliate.
Promoting Elify Services
Member agrees to make no representations or claims about any Elify Service beyond those shown in official Company literature and marketing materials. In presenting Elify Services to potential customers, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Company. Company makes no guarantees about the effectiveness of our suite of services.
Promoting Elify’s Affiliate Program
Member agrees when presenting the Affiliate Program to present it in its entirety as outlined in official Company literature and marketing materials, emphasizing that referral of Elify Members, the end customers who subscribe to Elify services, are required to receive compensation. Member agrees not to utilize any literature, materials or aids not produced or specifically authorized in writing by Elify. Member agrees to instruct all prospective Affiliates to review the Elify Income Disclosure Statement.
Member shall ensure that all information furnished by them to Company is correct and properly entered including any Member Referral ID. Any request for correction furnished by a Member as to his/her, or a referred Members placement within Company’s referral Network must be confirmed by all parties involved before any placement changes will be entertained. Any change in any Member’s or Affiliate’s referral Network placement will be the sole discretion of Company.
Member understands that Company will not be bound by any promise, or assurance given by any Member or Affiliate to a third party, unless it is in accordance with this Agreement and Company’s approved and published marketing materials. If any Member or Affiliate is found by Company to have breached this Paragraph, Company shall have the right to terminate the Member's or Affiliate’s participation in the Affiliate Program and or the use of the Elify Services.
Members and Affiliates will conduct themselves with utmost honesty and professionalism with respect to the dealings with other Members, Affiliates, prospective Members and prospective Affiliates. Member agrees to always behave and act in a dignified manner befitting the status of an Affiliate. Member shall uphold the integrity and decorum of Company and shall maintain good relations with other Members and Affiliates.
Member understands that their participation as Affiliate does not restrict their participation in any other venture, including, but not limited to any other multi-level marketing company or direct sales opportunity, except that they shall not, while participating as an Affiliate, or for 12 months after their termination, cancellation, or other separation from the Affiliate Program, participate in any other opportunity or venture that directly competes with Company’s offerings.
Member represents and warrants that their participation as an Affiliate does not breach, violate, or otherwise interfere with any current agreements, past agreements, or surviving clauses of previous agreements, into which they have entered with any other persons or companies.
Member understands and agrees that if they elect to participate in another non-competing venture, multi-level marketing company or direct sales opportunity, that they will maintain separate legal organizations, independent of one-another, for each such non-competing opportunity.
Expiration, Renewal, and Termination
The term of this agreement is one month. This Agreement will automatically renew each month as long as Member maintains an active Elify Subscription whose Service Fees are current. If Member terminates this Agreement or fails to renew their Elify Subscription each month, or if their subscription is deactivated, canceled or terminated by Company for any reason, Member understands that they will lose all rights as an Affiliate and they will not be eligible to receive commissions, incentives, bonuses, or other compensation resulting from their previous referral activities or the referral activities of their former referral network. In the event of cancellation, termination or non-renewal, Member waives all rights, including but not limited to any property rights in and to their former Referral Network and as well as any rights to any commissions, incentives, bonuses or other remuneration derived through their referral activities and the referral activities of their former referral network. Company reserves the right to terminate all Affiliate Agreements upon 30 days notice. An Affiliate may cancel this Agreement at any time, and for any reason, by deactivating and terminating their Elify Membership. Member understands that if they fail to comply with any of the terms of the Agreement, Company may, at its discretion, impose upon them disciplinary action that could include the termination of their Affiliate status. Any waiver by Company of any breach of the Agreement must be in writing and signed by an authorized officer of Company. Waiver by Company of any breach of the Agreement by the Affiliate shall not operate or be construed as a waiver of any subsequent breach.
Member agrees that as an Affiliate, they are an independent contractor, and not an employee, partner, legal representative, agent or franchisee of Company and shall not be treated as such for any purpose. Member understands that as an Affiliate they cannot, under any circumstances, incur any debt, expense, or obligation on behalf of, or for, Company. Member understands that as an independent contractor he/she cannot bind Company in any manner nor do they have any authority to represent or speak on behalf of Company. As a self-employed independent contractor, Member will be operating their own independent business, promoting and referring Elify Members on their own account. Member has complete freedom in determining the number of hours that he/she will devote to their business, and they have the sole discretion of scheduling such hours. Member agrees that as an Affiliate he/she will be solely responsible for paying all expenses incurred by him/her, including, but not limited to, travel, food, lodging, secretarial, office, long distance telephone and other expenses. MEMBER UNDERSTANDS THAT AS AN AFFILIATE HE/SHE SHALL NOT BE TREATED AS AN EMPLOYEE OF COMPANY FOR FEDERAL OR STATE TAX PURPOSES. Member understands that as an Affiliate they are responsible to pay all applicable federal and state taxes and/or license fees, including state unemployment and workers compensation taxes that may become due as a result of their activities as an Affiliate. Affiliate will receive IRS Form 1099-MISC reflecting the amount of income paid to them during the calendar year. It will be Members sole responsibility to account for such income on your individual income tax returns. Company is not responsible for tax withholding, and reserves the right to refuse to withhold or deduct from Affiliate commissions, incentives and/or bonuses, if any, taxes of any kind, even if requested or agreed to by the Member in order to comply with any governmental order of backup withholding.
Member understands they must clearly represent themselves as a Affiliate, and may not create or maintain any content that may confuse or call into question your status as an Affiliate. As such, Elify maintains the right to request immediate ownership of, possession and/or deletion of any materials Affiliate has developed utilizing Elify and it’s Service(s) name or likeness.
Member understands that as part of their Affiliate Compensation Information, Company requires their personal or company tax identification number in order to become an Affiliate. The use of this number is solely for the purpose of reporting income to the United States Internal Revenue Service (IRS). If Member is a company, then Member must provide all necessary company information when submitting their Affiliate Compensation Information. Member understands that Company maintains the right to decline the Affiliate status of any Member if a valid tax identification number is not provided.
Member certifies that they are at least 18 years old (or of contractual age in their country/state of legal residence) and that all information they have provided in order to participate in the Affiliate Program is accurate.
Member authorizes Company to obtain and use his/her name, video, photograph, personal story and/or likeness for any lawful purpose including in advertising or promotional materials and waives all claims for remuneration for such use.
Member may not assign any rights or delegate any duties under the Agreement without the prior written consent of Company. Any attempt to transfer or assign the Agreement without the express written consent of Company renders the Agreement voidable at the option of Company and may result in termination of Member’s Affiliate status.
Company, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “Agents”), shall not be liable for, and Affiliate releases Company and its Agents from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. Member further agrees to release Company and its Agents from all liability arising from or relating to Member’s promotion of the Elify Services, Affiliate Program, Member’s referral activities, Members participation in the Affiliate Program (including any activities related thereto (e.g., the presentation of Elify Services or Affiliate Program, the operation of a motor vehicle, the lease of meeting or training facilities, etc.)) Member agrees to indemnify Company for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that Member undertakes.
Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
If any provision of the Agreement is held to be invalid or unenforceable, only such portion of the provision as is held to be invalid or unenforceable shall be severed from the Agreement and reformed only to the extent necessary to make it enforceable. The balance of the Agreement will remain in full force and effect.
Jurisdiction and Governing Law
The formation, construction, interpretation, and enforceability of your contract with Company as set forth in this Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Colorado without regard to principles of conflicts of law.
In the event of a dispute between a Member or an Affiliate and Elify arising from or relating to Company, its services, the rights and obligations of its Members, Affiliates, or any other claims or causes of action relating to the performance of either a Member, Affiliate or Company under the Agreement, the parties shall attempt in good faith to resolve the dispute through non-binding mediation. Company shall not be obligated to engage in mediation as a prerequisite to disciplinary action against a Member or an Affiliate. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration in Castle Rock, Douglas County, Colorado, or such other location as Company prescribed, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. The parties consent to jurisdiction and venue before any federal or state court in the city of Castle Rock, county of Douglas, state of Colorado, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. Additionally, you agree not to initiate or participate in any class action proceeding against Company, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Company from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
If a Member or an Affiliate wishes to bring an arbitration action against Company for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Elify for such act or omission. Member waives all claims that any other statute of limitations applies.
Members and/or Affiliates, in all countries, placing an order for Elify Services from Company will pay online through Elify websites. Company has not authorized any Official, Agent, Officer or Associate of Company to receive any amount in cash on behalf of Company for Elify Services. Company, under no circumstances, will accept any payment in cash. If any person makes any payment in cash, it will be at his or her own risk and under no circumstances will Company be answerable to such unauthorized cash payments.
The Agreement, in its current form and as amended by Company, at its discretion, constitutes the entire contract between Company and you. Member certifies that by executing this Agreement and submitting their Compensation Information that they are applying for legal authorization to become an Affiliate and enter into contract with Company. Member acknowledges that they have carefully read and agree to comply with all terms set forth in this Agreement, and that they are submitting to become an Affiliate of Elify, of their own accord. Member understands that they must be and remain in good standing, and not in violation of the Agreement, to be eligible for compensation from Company. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. Company reserves the right to accept or reject any applicant and is under no obligation to offer any reason for rejection. Company is under no obligation to notify an applicant of an incomplete or faulty application.