Affiliate Program Terms & Conditions
The following Affiliate Agreement (the “Agreement”) is entered into between The Photo Managers, (“Company”, “we”, or “us”) and the individual or entity registering as an affiliate of the Company and/or is an actively registered affiliate (“Affiliate” or “You”).
The Company has set up a program for partners to promote its products and services in exchange for a share of the proceeds of eligible sales (the “Affiliate Program”). Except as modified by a separate agreement governing the promotion of any particular product, which may be provided via email in the Company’s sole discretion, the terms of this Agreement apply to your participation in the Company’s Affiliate Program.
By enrolling in the Affiliate Program and/or by otherwise participating in the Affiliate Program, you are expressly agreeing to the terms and conditions set out in this Agreement and in any agreement that might apply to individual products.
Enrollment in the Affiliate Program
1.1 To enroll in the Affiliate Program, the Affiliate must complete the online form on the Company’s website. You are required to answer all questions in that form, and your answers must be accurate and complete.
1.2 To participate in the Affiliate Program, you must provide the Company with your true identity and other contact information, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details. You represent and warrant that the information you are providing as part of the application is valid and accurate.
1.3 Company may reject your application in its sole discretion for any reason whatsoever.
1.4 Company may cancel your enrollment in the Affiliate Program at any time for any reason. Company has predetermined that you will not be enrolled in the Affiliate Program if your content (including materials that do not feature Company): a) promotes violent or sexually explicit conduct; b) promotes discrimination of any kind; c) promotes illegal activities; d) incorporates any materials which infringe or assist others in infringing on any intellectual property rights; e) includes Company’s name or variations or misspellings of Company’s name or the names of Company’s products or services in the domain name; f) contain any content that is objectionable to Company in Company’s sole discretion; g) contains software downloads that potentially enable diversions of commission from other participants in the Affiliate Program; and h) violates any law, rule, or regulation.
Affiliate Responsibilities
2.1 The Affiliate agrees to promote the Company’s products and services in a manner that is ethical and complies with all applicable laws and regulations, including disclosure requirements set forth by the Federal Trade Commission.
2.2 The Affiliate will receive a unique referral link, and you are responsible for ensuring that all referrals are made through this link.
2.3 The Affiliate will not engage in any misleading or deceptive marketing practices.
2.4 The Company may provide you with information regarding its products and services, which you may use in your marketing. To the extent that you make any misrepresentations regarding Company’s and sevices, you agree to make revisions at Company’s request.
2.5 You may promote your unique referral link anywhere where such links are permissible. It is your sole responsibility to ensure that a particular platform permits utilizing affiliate links.
2.6 You agree that you will not engage in any of the following restrictions on promotion:
2.6.1 You may not engage in prohibited forms of advertising to promote the Affiliate Program, such as spam. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial channels, and posting to channels that expressly forbid commercial content.
2.6.2 You may not advertise your affiliate link in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use email, such as email newsletters, to customers to promote the Affiliate Program so long as the recipient is already a customer or subscriber to your email list, and recipients have the option to remove themselves from future mailings through functionality like an unsubscribe button. At all times, you must clearly represent yourself and your websites as independent from Company and fully disclose your status as Affiliate.
2.6.3 You may not engage in Pay-Per-Click campaigns on keywords such as Company’s name, Company’s URL, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords.
2.6.4 You are not prohibited from keying in purchaser information into the purchase form as long as the purchaser’s information is real and true, and it is a valid purchase.
2.6.5 You will not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our site (i.e., no page from our website or any our content or branding is visible on the end-user’s screen). As used herein “Parasiteware” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing commission tracking cookies to be put in place where a user would under normal circumstances have arrived at the same destination through the results given by the search engine; (c) set commission tracking cookies through loading of Company site in inline frames (commonly known as iFrames), hidden links and automatic pop ups that open Company’s website; (d) targets text on websites, other than those websites owned by the Affiliate, for the purpose of contextual marketing; (e) removes, replaces, or blocks the visibility of Affiliate banners with any other banners.
Commissions, Payments, and Taxes
3.1 The tracking and attribution of sales to Affiliates based upon their tracking links is done automatically by the Company’s marketing automation system (Ontraport). Affiliates shall be paid only for sales that are tracked through the Company’s marketing automation system and indicate the Affiliate Link as the source of the sale.
3.2 The Company will pay the Referrer a commission on qualified referrals, as outlined below.
- 10% commission on membership referrals
- 30% commission on Company-hosted online course referrals (excludes courses hosted on third-party platforms)
- 10% commission on partner referrals
- 10% commission on virtual event referrals
3.3 Commissions are payable after a 60-day hold to account for potential cancellations and refunds.
3.4 Affiliates acknowledge and agree that referrals made for individuals within their own organization, or for their own organization itself, are not eligible for affiliate commissions. Affiliate commissions shall only be applicable and awarded for referrals of individuals who are not affiliated with the Affiliate’s organization. This includes, but is not limited to, employees, contractors, partners, and affiliates of the organization to which the referrer belongs. The Photo Managers reserves the right to determine the eligibility of referrals and to withhold affiliate commissions if it is determined that the referral violates this exclusion clause.
3.5 Payments will be made via PayPal, and the Affiliate is responsible for providing accurate payment information.
3.6 Affiliate is not eligible to receive any payments from the Company until Affiliate has submitted the signed the Affiliate Contract and has set up a proper payment gateway. Affiliates shall be required to complete either a W9 or a W8BEN. It is the Affiliate’s sole responsibility to provide the required forms in a timely manner.
Right To Chargeback and Offset
4.1 Company shall have the right to charge back the Affiliate’s account or otherwise adjust for any previously paid Commissions that ultimately are not commissionable under this Affiliate Agreement. Specifically, in the event that a sale attributed to an Affiliate 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 Affiliate.
4.2 Company has the right to offset any commissions due and payable to the Affiliate to account for any charge backs the Company experiences on sales for which Affiliate has already received a Commission.
Termination
5.1 Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
5.2 The Company reserves the right to terminate the Affiliate’s participation in the program for any violation of the terms outlined in this Agreement.
5.3 This Agreement will be terminated immediately upon any breach of the Agreement by you.
5.4 If this Agreement is terminated due to your fraudulent activity, prohibited activities, or abuse of the Affiliate Program, Company will not be liable to you for any commissions pending as a result of such actions.
5.5 Upon termination, your link will be deactivated. Any sales that result from clicks to your affiliate link after termination of this Agreement will not result in a commission to you.
Confidentiality
6.1 The Affiliate agrees to keep confidential any proprietary information provided by the Company, including but not limited to marketing strategies, commission structures, and customer data.
6.2 From time to time, Company may disclose upcoming promotions, which may include discounts that are not yet available to the public. This is often done as a courtesy so that you may plan your marketing of such promotions or new product launches. You agree to keep this information confidential until such time when we approve disclosure of the information to the public.
Nature of The Relationship
7.1 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Disclaimers
8.1 The Affiliate Program, any promotional material, and the products and services provided on connection therewith, are provided to Affiliate “as is.”
8.2 Company does not warrant that the Affiliate Program or promotional materials will meet Affiliate’s specific requirements or that the materials are error free or uninterrupted.
8.3 Company 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.
8.4 Affiliate 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.
Liability
9.1 The Company will not be liable for any indirect, special, or consequential damages arising out of or in connection with this Agreement.
9.2 The Affiliate is solely responsible for the content of their marketing materials and any claims made in promoting the Company’s products and services.
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 COMPANY HAS 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.
You hereby agree to indemnify and hold harmless Company, its subsidiaries and affiliates, 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 your activity in the Affiliate Program, unless it is related to our negligent actions.
Changes to the Agreement
10.1 The Company reserves the right to modify the terms and conditions of this Agreement at any time, and such modifications will be effective upon publication to the Affiliate Program participants. Email notice is not required, but Company aims to send email notifications with any substantive changes.
10.2 If any modification to this Agreement is unacceptable to you, your only option is to end your participation in the Affiliate Program. Your continued participation in the Affiliate Program will indicate your acceptance.
Governing Law
11.1 This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut.
Entire Agreement
12.1 This Agreement constitutes the entire agreement between You and the Company with respect to the Affiliate Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and the Company with respect to the Affiliate Program. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
By enrolling and participating in the Company’s referral program, the Affiliate acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Agreement.
Updated: March 31, 2025