Freedom Within Referral Partner Agreement
The following are the terms and conditions of participating in the Freedom Within Referral Partner Program. “Partner” or “you” refers to yourself, and “Freedom Within” refers to Freedom Within, a trade name of Ki Net Limited, a Private Limited Company registered in Scotland at 5 Lochussie, Conon Bridge, Dingwall, Ross-shire, IV7 8HJ, United Kingdom.
As a Referral Partner, you agree to send from time to time prospective leads to the Freedom Within website via your website, blog, Web page, group, email or through any other Internet-based link-sharing method. Freedom Within is not obliged to reciprocate this arrangement.
“Affiliate Link” means a unique URL designated by Freedom Within which allows Freedom Within to identify visitors referred by you through any of your media.
“Expenses” means taxes paid by customers, withholding taxes, discounts, bad debts and other write-offs, a reserve for returns, refunds, and currency exchange fees, if any.
“Full Payment” or “Monthly Payment” refers to Freedom Within’s services, which will include the Quantum Shift Facilitator Program and related services that are more fully described at https://freedomwithin.org .
“Subscriber” means an individual or entity that subscribes to the service.
2. Revenue Share
There are four possible ways for the Partner to generate income from a single referred Subscriber:
- Direct Revenue Share – 20%
- Passive Revenue Share – 2%
- Equity Stake
2.1 Direct Revenue Share
Freedom Within will pay the Partner a 20% revenue share of the total amount actually collected by Freedom Within for each sale whether Full Payment of Monthly Payment, which is identified by a visitor from the Partner’s various media using its unique Affiliate Link (“Revenue Share”). This amount will also apply to sales made to someone who is brought into Freedom Within’s database via the Partner’s promotion of a free event and then makes a subsequent purchase of Freedom Within’s service, provided that the purchaser is uniquely identified by an Affiliate Link in the registration process.
2.2 Passive Revenue Share
Freedom Within will pay the Partner a further 2% Revenue Share on revenue generated from customers of the initial referred Subscriber. This goes on to five levels as shown in the table below:
2.3 Equity Participation
The Partner will be entitled to the purchase of Ordinary Shares in Ki Net Limited subject to Subscriber meeting the following conditions:
- Completed the six month program.
- Committed to the ongoing Freedom Within program and processes.
- Set up their first group with a minimum of 5 participants.
- Subscribed to the Facilitator share allocation.
At this point, Partners will be allocated 20 x £1.00 shares for each referred Subscriber who qualifies as an investing Facilitator. Shares will be issued upon payment of £20.
The Partner will be entitled to the receipt of dividends on any allocated shares as may be paid out from time to time.
Any revenue generated by custom work or paid support services performed by Freedom Within beyond the normal monthly fees for customers of Partner’s sales will be non-commissionable. All such revenues will be retained by Freedom Within.
Revenue Share shall be paid by PayPal to an email address specified by the Partner for this purpose, or as otherwise directed in writing. We reserve the right to make payments using other standard payment forms. All Revenue Share earned during a monthly period will be paid out on approximately the last day of the subsequent month. Freedom Within reserves the right to delay issuance of Revenue Share payments until the balance owed to the Partner reaches £100.00. Although the Partner Program is not limited to the United Kingdom, all payments will be made in Pound Sterling.
If a qualifying sale is cancelled or refunded, the related Revenue Share will be deducted from the next monthly payment. The Partner will not be paid for its own orders of the service.
All Partner applications are subject to approval by Freedom Within at its sole discretion.
3. Affiliate Link
You will be issued an “Affiliate Link”, or unique URL, which allows Freedom Within to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales are recorded with your Affiliate ID. To receive Commissions, you must use the provided Affiliate Link. The URL may be in various forms such as a banner, image, or text link.
The Partner is solely responsible for insuring that its Affiliate Link is set up properly to qualify for relevant Revenue Share.
Freedom Within reserves all rights in and to the Freedom Within name and all related trademarks, trade names, logos, taglines, slogans and similar identifying marks (collectively, the “Trademarks”). Freedom Within grants to Partner a non-exclusive right to display the Trademarks on Partner’s web site and in email in connection with the Affiliate Link.
Before using the Trademarks, Partner must have any materials on which the Trademarks appear approved by Freedom Within. The Partner may not change the proportion, colour or font of the Trademarks, or otherwise alter the Trademarks. The Partner may not display the Trademarks in any manner that implies sponsorship or endorsement by Freedom Within, except of the Partner’s involvement in the Partner Program described in this Agreement. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.
The Trademarks may not be used to register Internet domain names for any purpose. The Partner may not use the Trademarks to disparage Freedom Within, its products or services, or in a manner which, in Freedom Within’s reasonable judgment, may diminish or otherwise damage Freedom Within’s goodwill in the Trademarks. The Partner acknowledges that all goodwill generated through the Partner’s use of the Trademarks will inure to the benefit of Freedom Within and hereby assigns and shall assign to Freedom Within any and all goodwill generated through the Partner’s use of the Trademarks, without any payment or other consideration of any kind to Partner, and Partner further agrees to take all actions necessary to effect such assignment. Upon termination of this Agreement, the Partner shall cease to use the Trademarks.
The Partner may bid on keywords using their affiliate link EXCEPT the Partner may not bid on the company name, product names, website names, synonyms, or trademarks (registered or not) owned or operated by Freedom Within or our joint ventures or partners. Doing so gives Freedom Within the right to unilaterally end payments to that Partner for previous, current or future purchases tracked to that Partner.
“Confidential Information” shall include any information, whether oral, written or observed, regarding the terms of this Agreement or sales of the Product. All Confidential Information shall remain the exclusive property of Freedom Within and shall be immediately returned to Freedom Within upon request, together with all copies thereof. Partner shall hold Confidential Information in trust and confidence for Freedom Within and shall not disclose such Confidential Information or use it for any purpose other than to perform as required by this Agreement. The Partner may not disclose Confidential Information to employees or third parties unless it is necessary for such employees or third parties to know such Confidential Information in order for Partner to perform its obligations and duties pursuant to this Agreement.
5. Sending Unsolicited Email or Spam
Partner agrees to not send unsolicited mail or SPAM mail to promote any of Freedom Within’s products or services. This action WILL RESULT in immediate termination of your account with a cancellation of any pending Commissions. The Partner will also be in violation of the Freedom Within’s Affiliate Agreement and subject to legal action.
6. Prohibited Sites
Web sites that promote sexually explicit material or violence are not eligible to be Partners. Sites that promote discrimination based on race, sex, sexual orientation, religion, national origin, or physical disability shall not be accepted. Web sites that promote illegal activities shall not be accepted. Do not apply if your web site promotes these kinds of activities. By applying, you are stating that your web site does not directly promote or endorse such activities.
7. Term of Agreement
This agreement remains in effect until terminated by either party.
Within twenty-four (24) hours after termination (whether by the Partner or Freedom Within), the Partner must remove all references to the Affiliate Link from Partner’s web site and email lists.
Revenue Share enjoyed by the Partner earned through the date of termination of this agreement will remain payable only if the qualifying sales are not cancelled or refunded by the Subscribers referred by the Partner. Payment of the final Revenue Share payment to the Partner will be paid after the end of the current calendar quarter. The provisions of section 1, the last paragraph of section 3, and sections 4, 5, 7, 8, 11 and 12 shall survive termination of this Agreement.
Freedom Within will make every reasonable effort to track and pay the appropriate Revenue Share for all sales that apply to Partner. However, Freedom Within is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service.
Freedom Within expressly disclaims any and all warranties, express, implied or statutory, and any and all warranties of merchantability, non-infringement or fitness for a particular purpose with respect to the Revenue Share. The warranties, if any, with respect to the service will run directly from Company to Subscribers.
To protect Freedom Within customer privacy, we cannot provide identifying Subscriber names and contact information to you. However, we will provide an online report detailing price, service, date of sale, and certain other data for your records.
10. Independent Businesses
The relationship between Freedom Within and the Partner established by this Agreement is that of independent businesses in a contract, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between Partner and Freedom Within. Freedom Within and the Partner shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.
The term “Partner” or “Referral Partner” shall not be interpreted as a legal partner or affiliate, simply as an independent business doing marketing for Freedom Within under this agreement. Partners are NOT employees of Freedom Within, and are responsible for their own local, state, or country taxes. The Partner understands that the Partner does not have authority to make or accept any offers or make any representations on behalf of Freedom Within. The Partner shall not misrepresent Freedom Within products or services.
11. Limitation of Liability
Freedom Within shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program, even if Freedom Within has been advised of the possibility of such damages. Freedom Within’s aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Revenue Share paid or payable by Freedom Within to the Partner under this agreement. In no event shall Freedom Within be liable to any party for costs of procurement of substitute goods, lost profits or any other special, consequential, incidental, or indirect damages, losses, costs or expenses of any kind, however caused, and whether based in contract, tort (including negligence), or any other theory of liability regardless of whether Freedom Within has been advised of the possibility of such damages, losses, costs or expenses.
The Partner understands that Partner tracking can never be 100% accurate and Freedom Within is not responsible for inaccuracies that might occur. Tracking of Partner sales depends on several factors which are out of the control of Freedom Within. It is the goal of Freedom Within to make Partner tracking as accurate as possible; however, Freedom Within cannot guarantee 100% tracking for situations beyond its control.
This agreement shall be governed by the laws of Scotland in the United Kingdom, without regard to conflict of law principles. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in Edinburgh, Scotland, and the parties consent to the personal and exclusive jurisdiction of these courts.
This is the entire Agreement between Affiliate and Freedom Within with respect to the subject matter hereof. Partner may not assign this Agreement, by operation or law or otherwise, without Freedom Within’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Freedom Within’s failure to enforce the Partner’s strict performance of any provision of this Agreement will not constitute a waiver of Freedom Within’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.