This Affiliate and Sales Agent Agreement (“Agreement”) sets forth the terms and conditions governing participation in the affiliate and sales agent program (“Program”) operated by Liquiplex LLC (“Company,” “we,” “us,” or “our”). By registering as an affiliate or sales agent (“Affiliate,” “Agent,” or “you”), you agree to be bound by the following terms.
1. Program Registration & Tracking
- Tracking Platform: Program tracking, referral links, and commission calculations are managed using the SliceWP plugin integrated with our Paid Memberships Subscription system.
- Referral Links: You will be provided with unique tracking links or coupon codes. Commissions are tracked strictly via these mechanisms. If a customer fails to use your link or code, or disables browser cookies required for SliceWP tracking, the sale cannot be attributed to you.
- Account Responsibility: You are responsible for maintaining the security of your account credentials and ensuring your profile and payout details remain accurate.
2. Commission Structure & Payouts
- Eligibility: Commissions are earned on valid, completed sales of paid membership subscriptions directly attributable to your custom referral link or code.
- Approval Window: All commissions remain in a “Pending” status for a minimum holding period (e.g., 30 days) to allow for refunds, cancellations, or chargebacks.
- Payment Thresholds: Payouts are issued according to Liquiplex LLC’s designated payment schedule (e.g., monthly) provided your balance meets the minimum payout threshold.
- Tax Documentation: You are responsible for providing all required tax forms (e.g., W-9 or W-8BEN) prior to receiving payouts. You are solely responsible for all local, state, federal, or international taxes due on earned commissions.
3. Disclaimers, Tech Failures & Payment Disruptions
- No Liability for Technical Failures: Liquiplex LLC relies on third-party plugins, payment gateways, web hosts, and software infrastructure (including SliceWP, Paid Memberships Subscriptions, WordPress, and payment processors like Stripe or PayPal). Liquiplex LLC is not liable for lost commissions, missed tracking, or payment delays resulting from:
- Server downtime, plugin conflicts, software bugs, or tracking glitches.
- Payment processor downtime, transaction declines, or API disruptions.
- User-side tech limitations (e.g., ad blockers, cleared cookies, browser incompatibility).
- Customer Cancellations, Refunds & Chargebacks: Liquiplex LLC is not liable to compensate Affiliates or Agents for revenues lost due to customer cancellations, payment defaults, or chargebacks.
- If a customer cancels their recurring membership subscription, no further recurring commissions will accrue.
- If a payment is refunded or charged back, any previously credited or pending commission for that transaction will be reversed or deducted from your future earnings.
4. Independent Contractor Status
- Relationship: You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Liquiplex LLC and you.
- No Authority to Bind: You have no authority to make or accept any offers, warranties, or representations on behalf of Liquiplex LLC, nor to bind the Company to any contract or obligation.
5. Marketing Guidelines & Prohibited Conduct
- Brand Representation: You must represent Liquiplex LLC accurately and professionally. You may not make false, misleading, or exaggerated claims regarding our products, services, or membership tiers.
- Prohibited Marketing Methods:
- Unsolicited Communications (SPAM): Mass emailing, unauthorized direct messages, or non-compliant communication strictly violating CAN-SPAM, GDPR, or applicable privacy laws is prohibited.
- Brand Bidding & Keyword Squatting: Purchasing pay-per-click (PPC) ads targeting trademarked terms containing “Liquiplex,” product names, or domain variants without written approval is prohibited.
- Self-Referrals: Registering accounts through your own referral link to gain discounts on personal subscriptions is strictly prohibited and subject to immediate account termination and commission forfeiture.
- Deceptive Practices: Cookie stuffing, framing, or deceptive redirect techniques will result in immediate ban and reversal of all earnings.
6. Intellectual Property & License
- Liquiplex LLC grants you a non-exclusive, non-transferable, revocable license to use designated logos, banners, and promotional material solely to promote our subscription products under this Program.
- All intellectual property rights, trademarks, trade secrets, and content remain the exclusive property of Liquiplex LLC.
7. Term, Termination & Suspension
- Termination at Will: Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
- Termination for Cause: Liquiplex LLC reserves the right to immediately terminate your access to the Program and void all pending or unpaid commissions if you breach any term of this Agreement or engage in fraudulent conduct.
- Effect of Termination: Upon termination, all rights and licenses granted to you immediately cease, and you must remove all tracking links, logos, and promotional material from your sites and channels.
8. Limitation of Liability & Indemnification
- Limitation of Liability: To the maximum extent permitted by applicable law, Liquiplex LLC shall not be liable for indirect, incidental, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if advised of the possibility of such damages.
- Indemnification: You agree to defend, indemnify, and hold harmless Liquiplex LLC, its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, or expenses (including legal fees) arising out of your marketing activities, breach of this Agreement, or violation of applicable laws.
9. Governing Law & Dispute Resolution
- This Agreement shall be governed by and construed in accordance with the laws of the state/jurisdiction in which Liquiplex LLC is registered, without regard to its conflict of law principles.
- Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of that jurisdiction.
10. Modifications
- Liquiplex LLC reserves the right to modify any of the terms contained in this Agreement at any time. Changes will be communicated via email or posted in the affiliate dashboard. Continued participation in the Program following notification constitutes binding acceptance of the updated terms.