Affiliate Program Terms & Conditions

EFFECTIVE DATE: December 1, 2024

This Affiliate Program Agreement ("Agreement") is entered into by and between Framara, LLC, doing business as BossUP Academy ("Company," "we," "us," or "our"), and you, the affiliate participant ("Affiliate," "you," or "your"). By enrolling in the BossUP Academy Affiliate Program ("Program"), you agree to be bound by the terms and conditions of this Agreement.

1. Acceptance of Terms

By signing up and participating in the Program, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement, including any future modifications or updates. If you do not agree to these terms, you must not participate in the Program.

2. Independent Contractor Relationship

  • Nature of Relationship: You acknowledge and agree that you are participating in the Program as an independent contractor. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BossUP Academy.

  • No Authority to Bind: You have no authority to make or accept any offers or representations on behalf of BossUP Academy. You shall not make any statement, whether on your website or otherwise, that contradicts anything in this section.

3. Intellectual Property and License

3.1 Ownership

  • Company Property: All content, materials, and intellectual property related to BossUP Academy, including but not limited to courses, branding, logos, trademarks, service marks, copyrights, trade secrets, and marketing materials (collectively, "Company Materials"), are the sole and exclusive property of BossUP Academy and its licensors.

3.2 Limited License

  • Grant of License: BossUP Academy grants you a limited, non-exclusive, non-transferable, and revocable license to use the Company Materials provided to you solely for the purpose of promoting BossUP Academy courses under the terms of this Agreement.

  • Permitted Use: You may use the Company Materials on your website, emails, social media platforms, and other approved channels to promote BossUP Academy courses.

3.3 Restrictions

  • Prohibited Actions:

    • No Modification: You may not modify, alter, adapt, or create derivative works of any Company Materials without prior written consent.
    • No Ownership Claims: You shall not claim ownership or exclusive rights to any Company Materials.
    • No Direct Posting of Course Content: You are prohibited from posting actual course content, modules, lessons, or any proprietary information directly to your platforms.
    • No Sub-Licensing: You may not sub-license, assign, or transfer the license granted to you to any third party.

  • Use of Logos and Trademarks:

    • Proper Use: You may use the BossUP Academy logo and trademarks solely for the purpose of advertising the courses, provided that such use complies with BossUP Academy's branding guidelines (available upon request).
    • No Disparagement: You shall not use the Company Materials in any manner that disparages BossUP Academy or portrays it in a negative light.

3.4 Termination of License

  • Upon Termination: Upon termination of this Agreement for any reason, the license granted herein shall immediately terminate, and you must cease all use of Company Materials and remove them from all channels.

4. Commission Structure

4.1 Commission Rate

  • Standard Commission: Affiliates will earn a 30% commission on the Net Sales of BossUP Academy's all products sold by BossUP Academy with the exclusion of its subscription-based services. 

4.2 Definitions

  • Net Sales: The gross amount collected from the customer minus any discounts, credits, refunds, chargebacks, taxes, and shipping charges.

  • Eligible Purchase: A purchase made by a customer who:

    • Accessed BossUP Academy's website through your unique affiliate link.
    • Completed the purchase within 30 days of clicking your link.
    • Is not already an existing customer of BossUP Academy.

4.3 Tracking and Attribution

  • Cookies and Tracking:

    • Cookie Duration: Cookies used for tracking referrals will remain active for 30 days unless the customer clears their cookies or clicks on another affiliate's link.
    • Last Touch Attribution: The affiliate whose link was the last touch before the sale will receive the commission.

  • Referral Link Usage:

    • You must use the unique affiliate links provided by BossUP Academy for all promotions.
    • BossUP Academy is not responsible for tracking errors due to improper use of affiliate links, browser settings, cookie deletions, or third-party interference.

4.4 Payment Terms

  • Payment Schedule:

    • Commissions are calculated monthly and are paid on the 15th day of the month following the purchase.
    • Payments are subject to a 30-day maturity window to account for potential refunds, cancellations, or chargebacks.

  • Payment Method:

    • Payments are made via PayPal. You are responsible for providing accurate and up-to-date PayPal account information.

  • No Minimum Threshold:

    • There is no minimum payment threshold; all earned commissions will be paid as scheduled.

  • Currency:

    • All payments are made in U.S. Dollars (USD).

4.5 Adjustments and Chargebacks

  • Refunds and Chargebacks:

    • Commissions are not earned on transactions that are refunded, cancelled, or charged back.
    • If a commission has already been paid on a refunded or charged-back transaction, the commission amount will be deducted from future payments.

  • Invalid Transactions:

    • BossUP Academy reserves the right to withhold or adjust commissions for any transactions deemed fraudulent, suspicious, or in violation of this Agreement.

5. Affiliate Obligations and Conduct

5.1 Ethical Marketing Practices

  • Compliance with Laws:

    • You agree to comply with all applicable federal, state, and local laws, regulations, and guidelines, including but not limited to the Federal Trade Commission (FTC) Endorsement Guidelines.

  • Honest Representation:

    • All promotional materials and communications must be truthful, accurate, and not misleading.
    • You must clearly disclose your affiliate relationship with BossUP Academy in a conspicuous manner on any platform where you make endorsements or testimonials.

5.2 Prohibited Activities

  • Misleading Advertising:

    • You shall not make false claims, misrepresent the BossUP Academy brand, or use deceptive practices in promoting the courses.

  • Spam and Unauthorized Communications:

    • You are prohibited from sending unsolicited emails ("spam") or engaging in unauthorized communication channels to promote BossUP Academy.

  • Unauthorized Discounts and Incentives:

    • Offering unauthorized discounts, coupons, or incentives to induce sales is strictly prohibited.

  • Intellectual Property Infringement:

    • You shall not plagiarize or copy BossUP Academy's content, including course materials, website content, or marketing materials.

  • Misrepresentation of Affiliation:

    • You must not imply that you are an employee, partner, or agent of BossUP Academy or that you have any authority to act on behalf of BossUP Academy.

  • Prohibited Content:

    • You shall not promote BossUP Academy through websites or platforms that contain illegal, pornographic, violent, discriminatory, or offensive content.

  • Bidding on Branded Keywords:

    • You may not bid on BossUP Academy's trademarks or misspellings thereof in any pay-per-click advertising.

5.3 Compliance Monitoring

  • Right to Monitor:

    • BossUP Academy reserves the right to monitor your promotional activities to ensure compliance with this Agreement.

  • Request for Information:

    • You agree to promptly provide any information reasonably requested by BossUP Academy to verify your compliance.

6. Dispute Resolution and Mandatory Arbitration

6.1 Informal Resolution

  • Good Faith Effort:

    • Before initiating any formal dispute resolution process, you agree to first contact BossUP Academy at hello@bossup.academy to address any issues or disputes arising out of this Agreement.

  • Opportunity to Resolve:

    • You must provide a detailed written description of your concern, allowing BossUP Academy a reasonable opportunity (not less than 30 days) to investigate and resolve the matter.

6.2 Binding Arbitration

  • Agreement to Arbitrate:

    • If a dispute cannot be resolved informally, both parties agree to resolve any remaining disputes through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

  • Arbitration Venue and Rules:

    • The arbitration will take place in Jefferson County, Ohio.
    • The arbitration shall be conducted in English before a single arbitrator.

  • Costs and Fees:

    • Each party shall bear its own costs and attorney's fees, unless the arbitrator determines that a claim was frivolous or brought for an improper purpose.

6.3 Class Action Waiver

  • No Class Actions:

    • You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action.

  • Waiver of Rights:

    • You waive any right to participate in a class action lawsuit or class-wide arbitration against BossUP Academy.

6.4 Exceptions

  • Injunctive Relief:

    • BossUP Academy may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.

  • Small Claims Court:

    • Either party may bring an individual action in small claims court for disputes within the scope of such court's jurisdiction.

7. Term and Termination

7.1 Term

  • Effective Date and Duration:
    • This Agreement becomes effective upon your acceptance into the Program and will remain in effect until terminated by either party in accordance with this Agreement.

7.2 Termination by Affiliate

  • Voluntary Termination:
    • You may terminate your participation in the Program at any time by providing written notice to hello@bossup.academy.
    • Upon termination, you must cease all promotional activities and remove all BossUP Academy materials and links from your platforms.

7.3 Termination by BossUP Academy

  • Termination for Cause:

    • BossUP Academy may terminate your participation immediately without notice if you violate any terms of this Agreement or engage in prohibited activities.

  • Termination Without Cause:

    • BossUP Academy reserves the right to terminate your participation in the Program for any reason, with seven (7) days' notice.

7.4 Effects of Termination

  • Final Commission Payments:

    • Upon termination, any legitimate commissions earned prior to the termination date will be paid in accordance with the standard payment schedule, provided that the amount exceeds $25. If less than $25, the amount will be forfeited.

  • Forfeiture of Unpaid Commissions:

    • If terminated for cause, you forfeit any unpaid commissions, regardless of amount.

  • Revocation of License:

    • All licenses granted under this Agreement will terminate, and you must immediately cease using all Company Materials.

  • Survival of Certain Provisions:

    • Sections related to Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Dispute Resolution, and Governing Law shall survive termination.

8. Amendments and Modifications

  • Right to Modify:

    • BossUP Academy reserves the right to modify or update this Agreement at any time at its sole discretion.

  • Notice of Changes:

    • Any changes to this Agreement will become effective immediately upon being posted on the BossUP Academy website or through the affiliate portal.

  • Affiliate Responsibility:

    • It is your responsibility to regularly review the Agreement for any updates or changes. Your continued participation in the Program after any modifications constitutes your acceptance of the updated terms.

  • Disagreement with Changes:

    • If you do not agree with the changes, you may terminate this Agreement in accordance with Section 7.2 before the changes take effect.

9. Affiliate's Release and Indemnification

9.1 Release of Liability

  • Affiliate's Release:
    • You agree to release, discharge, and hold harmless BossUP Academy from any and all liability, claims, losses, damages, or expenses arising from or related to your participation in the Program, except in cases of gross negligence or willful misconduct by BossUP Academy.

9.2 Indemnification

  • Affiliate's Indemnity:
    • You agree to indemnify, defend, and hold harmless BossUP Academy, its affiliates, officers, directors, employees, agents, and assigns from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
      • Your breach of this Agreement.
      • Your marketing activities and promotional materials.
      • Any violation of applicable laws, regulations, or third-party rights.
      • Any disputes between you and any third party related to your participation in the Program.

10. Limitation of Liability

  • No Indirect Damages:

    • To the fullest extent permitted by law, BossUP Academy shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

  • Liability Cap:

    • BossUP Academy's total liability to you under this Agreement shall not exceed the total commissions paid or payable to you under this Agreement during the three (3) months preceding the claim.

11. Confidentiality

  • Confidential Information:

    • You may receive confidential information, including but not limited to business strategies, pricing, customer data, and proprietary technology ("Confidential Information").

  • Non-Disclosure Obligations:

    • You agree to hold all Confidential Information in strict confidence and not to disclose it to any third parties without prior written consent from BossUP Academy.

  • Use of Confidential Information:

    • Confidential Information shall be used solely for the purpose of fulfilling your obligations under this Agreement.

  • Return or Destruction:

    • Upon termination of this Agreement or upon request by BossUP Academy, you agree to promptly return or destroy all Confidential Information in your possession.

12. Governing Law and Jurisdiction

  • Applicable Law:

    • This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

  • Jurisdiction:

    • Subject to the Dispute Resolution provisions, any legal actions or proceedings arising out of this Agreement that are not subject to arbitration shall be brought exclusively in the state or federal courts located in Jefferson County, Ohio.

13. Miscellaneous

13.1 Entire Agreement

  • Integration Clause:
    • This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

13.2 No Waiver

  • Failure to Enforce:
    • The failure of BossUP Academy to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13.3 Severability

  • Invalid Provisions:
    • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Assignment

  • No Assignment by Affiliate:

    • You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of BossUP Academy.

  • Assignment by BossUP Academy:

    • BossUP Academy may assign its rights and obligations under this Agreement at any time without notice.

13.5 Notices

  • Method of Notice:

    • All notices required or permitted under this Agreement shall be in writing.

  • Notice to Affiliate:

    • Notices to you will be sent to the email address provided in your affiliate application.

  • Notice to BossUP Academy:

13.6 Force Majeure

  • Exemption from Liability:
    • BossUP Academy shall not be liable for any failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, governmental actions, or failure of internet or telecommunications services.

13.7 Relationship of Parties

  • Independent Contractors:
    • The parties are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

13.8 Headings and Interpretation

  • Headings:

    • The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.

  • Interpretation:

    • In this Agreement, unless the context requires otherwise:
      • The singular includes the plural and vice versa.
      • References to "including" mean "including without limitation."

14. Acknowledgment and Acceptance

By participating in the BossUP Academy Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all terms incorporated by reference. You further represent that you have the legal capacity to enter into this Agreement.

15. Affiliate Responsibility to Review Changes

  • Ongoing Review:

    • It is your responsibility to regularly review this Agreement and any policies incorporated herein for any updates or changes.

  • Posting of Changes:

    • BossUP Academy will post any modifications or updates to this Agreement on its website or through the affiliate portal. Changes become effective immediately upon posting.

  • Continued Participation:

    • Your continued participation in the Program after any modifications to this Agreement constitutes your acceptance of the new terms.

16. Contact Information

If you have any questions or concerns regarding this Agreement or the Program, please contact us at:








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