LEADTORIA LLC
AFFILIATE PARTNER AGREEMENT
This Affiliate Partner Agreement ("Agreement") sets forth the terms and
conditions governing participation in the Leadtoria LLC affiliate
program. By accepting this Agreement electronically or participating in
the affiliate program, each affiliate ("Affiliate") agrees to be bound
by these terms.
RECITALS
WHEREAS, Leadtoria LLC, a Florida limited liability company ("Company"),
provides marketing agency infrastructure and training services to
entrepreneurs through its platform; and
WHEREAS, individuals and entities desiring to promote Company's products
and services may apply to participate in the affiliate program in
exchange for commissions as set forth herein.
NOW, THEREFORE, the terms and conditions of the affiliate program are as
follows:
AGREEMENT
1. Appointment and Acceptance
Company hereby appoints Affiliate, and Affiliate hereby accepts
appointment, as a non-exclusive independent contractor to promote and
refer customers to Company's products and services. Company reserves the
right to approve or reject any affiliate application or account in its
sole discretion, and to terminate any affiliate relationship at any time
for any reason or no reason. Acceptance into the affiliate program does
not guarantee continued participation.
2. Affiliate Representations and Warranties
Affiliate represents and warrants that:
a) Affiliate is at least 18 years of age and has the legal capacity to
enter into binding contracts;
b) If Affiliate is entering this Agreement on behalf of a business
entity, Affiliate has the authority to bind that entity to this
Agreement;
c) Affiliate's promotional activities under this Agreement will not
violate any other agreement, obligation, or restriction to which
Affiliate is bound;
d) All information provided by Affiliate to Company is accurate,
complete, and current;
e) Affiliate will comply with all applicable laws and regulations in
connection with their promotional activities.
3. Affiliate Obligations
Affiliate agrees to:
a) Promote Company's products and services in an honest, ethical, and
professional manner;
b) Comply with all applicable federal, state, and local laws, including
but not limited to the Federal Trade Commission Act and FTC Guides
Concerning Use of Endorsements and Testimonials;
c) Clearly and conspicuously disclose the affiliate relationship in all
promotional materials;
d) Not make any false, misleading, or deceptive claims about Company's
products or services;
e) Not guarantee specific income results or make unrealistic earnings
claims;
f) Not use spam, unsolicited bulk email, or deceptive marketing
practices;
g) Use only Company-approved promotional materials and maintain brand
consistency;
h) Not engage in trademark or copyright infringement;
i) Not bid on Company's trademarked terms in paid search advertising
without prior written approval.
j) Disclose the use of cookies and tracking technologies in accordance
with applicable privacy laws, including but not limited to GDPR,
CCPA, and other data protection regulations in jurisdictions where
Affiliate promotes Company's products.
4. Commission Structure
Affiliate commissions are structured based on the product sold, the
number of referrals made, and the Affiliate's membership status with
Company. All commission amounts are stated in United States Dollars
(USD) and will be paid in USD unless otherwise agreed in writing.
Smart Start Stack Commissions
All Affiliates, regardless of membership status, earn the following
one-time commissions for each referred customer who purchases the Smart
Start Stack (one-time setup package):
- Referrals 1-100: $500.00 per sale
- Referrals 101+: $100.00 per sale
Royal Membership Recurring Commissions
For referred customers who purchase or maintain a Royal Membership
subscription, commissions are paid monthly based on the Affiliate's
membership tier:
Royal Member Affiliates (Three-Tier Structure)
Affiliates who maintain an active Royal Membership subscription earn:
- Referrals 1-10: $100.00 per month for each referred Royal Member
- Referrals 11-100: $50.00 per month for each referred Royal Member
- Referrals 101+: $10.00 per month for each referred Royal Member
Non-Member Affiliates (Two-Tier Structure)
Affiliates who do not maintain an active Royal Membership subscription
earn:
- Referrals 1-100: $50.00 per month for each referred Royal Member
- Referrals 101+: $10.00 per month for each referred Royal Member
Tier Movement and Status
Affiliate tier status for Royal Membership commissions is determined
solely by whether the Affiliate maintains an active Royal Membership
subscription. Affiliates automatically move between tiers based on their
current membership status:
- When an Affiliate activates a Royal Membership subscription, they
immediately move to Royal Member Affiliate status and begin earning
Royal Member commission rates on the next commission cycle.
- When an Affiliate cancels or allows their Royal Membership
subscription to lapse, they immediately move to Non-Member Affiliate
status and begin earning Non-Member commission rates on the next
commission cycle.
- All existing Royal Membership referral commissions continue
regardless of tier changes. The tier change only affects the
commission rate paid, not the continuation of commissions.
- Tier status is evaluated at the time of each commission payment
cycle.
- For Royal Member Affiliates transitioning between membership
statuses, the referral count for determining tier rates (1-10,
11-100, 101+) is preserved and continues cumulatively.
Commission Continuation and Lifetime Value
Recurring monthly commissions for Royal Membership referrals continue
for the lifetime of the referred customer's active subscription, subject
to the following conditions:
- Commissions are paid only while the referred customer maintains an
active, paid Royal Membership subscription.
- If a referred customer cancels their subscription, commissions cease
upon cancellation. If the customer later reactivates, commissions
resume.
- If a referred customer requests a refund or initiates a chargeback,
any commissions paid for that customer will be deducted from future
commission payments to the Affiliate, along with any associated
chargeback fees or processing costs. If Affiliate has insufficient
future commissions to offset the deduction, Affiliate agrees to
repay Company the outstanding amount within 30 days of written
notice.
- Commissions continue regardless of the Affiliate's own membership
tier status changes, though the commission rate will adjust
according to the Affiliate's current tier.
- The referral count (1-10, 11-100, 101+) applies cumulatively to all
Royal Membership referrals made by the Affiliate, regardless of
whether those customers remain active subscribers.
Commission Rate Structure Based on Referral Count
The commission tier structure is based on the cumulative number of total
Royal Member referrals made by the Affiliate. Each referral receives a
commission rate based on which tier it falls into at the time it was
made, and that rate is locked in for the lifetime of that customer's
subscription (subject to the Affiliate's membership status):
Royal Member Affiliates:
- Referrals 1-10 are locked in at $100/month (as long as Affiliate
maintains Royal Membership; otherwise drops to $50/month)
- Referrals 11-100 are locked in at $50/month
- Referrals 101+ are locked in at $10/month
Non-Member Affiliates:
- Referrals 1-100 are locked in at $50/month
- Referrals 101+ are locked in at $10/month
Example: A Royal Member Affiliate who refers 15 customers will earn
$100/month on their first 10 referrals and $50/month on referrals 11-15.
If that Affiliate later cancels their Royal Membership, referrals 1-10
will drop to $50/month (matching the Non-Member rate), while referrals
11-15 remain at $50/month. If the Affiliate reactivates their Royal
Membership, referrals 1-10 return to $100/month.
Commission Rate Reduction After 100 Referrals
Once an Affiliate has successfully referred 100 total Royal Members
(cumulative count), all subsequent commissions will be paid at the
following reduced rates:
- Smart Start Stack: $100.00 one-time commission per sale
- Royal Membership: $10.00 per month recurring commission (applies to
both Royal Member and Non-Member Affiliates)
This reduction applies to both Royal Member and Non-Member Affiliates
and affects only commissions for referrals made after reaching the
100-referral milestone. The 100-referral threshold is calculated
cumulatively based on total Royal Member referrals, regardless of
whether those customers remain active subscribers.
Commission Rate Changes
Company reserves the right to modify commission rates and structures at
any time in accordance with Section 12 (Modification of Terms). Current
commission rates are not guaranteed in perpetuity. Affiliates
acknowledge that rates may be adjusted based on business needs, market
conditions, economic factors (including but not limited to currency
devaluation, inflation, or significant changes in business costs), or
other circumstances that impact business viability. Any changes to
commission rates will be communicated to Affiliates at least 30 days in
advance of implementation and will apply to new referrals made after the
effective date of the change. Commissions for referrals made prior to
any rate change will continue at the rate in effect at the time the
referral was made, unless otherwise agreed to in writing by both
parties.
5. Payment Terms
Company shall pay commissions according to the following terms:
a) Commission payments are made monthly, on or before the 15th day of
each month for commissions earned during the previous calendar
month.
b) Minimum payout threshold is $50.00. Commissions below this threshold
will roll over to the following month.
c) Payments shall be made via the payment method designated by
Affiliate in their account dashboard. Any transaction fees,
processing fees, or service charges associated with the chosen
payment method may be deducted from the commission payment at
Company's discretion.
d) Company reserves the right to withhold payment for 30 days after
initial sale to account for potential refunds or chargebacks.
e) Affiliate is responsible for all applicable taxes on commission
income. Affiliate agrees to provide accurate tax documentation (W-9
or W-8BEN) upon request. Company will issue Form 1099-NEC for U.S.
affiliates earning $600 or more annually.
f) Company reserves the right to suspend commission payments during any
investigation of suspected fraud, violation of this Agreement, or
other irregular activity. Payments will be released or forfeited
based on the outcome of the investigation. Suspension of payments
does not constitute a waiver of Company's right to pursue other
remedies.
6. Tracking and Attribution
Company will provide Affiliate with a unique tracking link or code.
Affiliate agrees to use only Company-provided tracking mechanisms.
Commissions are attributed based on last-click attribution with a 90-day
cookie window unless otherwise specified by Company.
7. Audit Rights
Company reserves the right to audit Affiliate's promotional methods,
traffic sources, marketing materials, and compliance with this Agreement
at any time. Affiliate agrees to cooperate fully with any such audit and
to provide requested documentation, access to promotional materials,
traffic analytics, and other information reasonably necessary to verify
compliance. Company may conduct audits through its own personnel or
through third-party auditors. Failure to cooperate with an audit or
discovery of non-compliance may result in immediate termination and
forfeiture of commissions as set forth in Section 11.
8. Customer Ownership and Data Rights
All customers referred by Affiliate are and remain customers of Company.
Affiliate has no ownership rights, claims, or interests in any referred
customers or their ongoing relationship with Company. Any customer data,
contact information, email lists, or other information obtained through
the affiliate relationship is the exclusive property of Company and may
not be used by Affiliate for any purpose other than promoting Company's
products and services during the term of this Agreement. Upon
termination, Affiliate shall immediately cease all use of customer data
and shall not contact, solicit, or market to any customers referred to
Company.
9. Prohibited Activities
Affiliate shall not:
a) Engage in self-referral or fraudulent activity;
b) Use misleading or deceptive advertising practices;
c) Make income claims or guarantees not explicitly approved by Company;
d) Violate any applicable laws, regulations, or industry guidelines;
e) Impersonate Company or its representatives;
f) Use Company's intellectual property without authorization;
g) Bid on Company's trademarked terms, brand name, or any variation
thereof in paid search advertising (Google Ads, Bing Ads, etc.)
without prior written approval;
h) Register, use, or maintain domain names that include Company's
trademarks, brand name, or confusingly similar variations;
i) Create social media accounts, profiles, or pages that impersonate
Company or could reasonably be confused with official Company
channels;
j) Engage in any activities that could harm Company's reputation, brand
image, or business relationships;
k) Promote, endorse, or derive compensation from any competing products
or services that offer marketing agency infrastructure, white-label
SaaS solutions, or similar business opportunity programs while
actively earning commissions under this Agreement. This restriction
applies during the term of this Agreement and for any period during
which Affiliate continues to receive recurring commissions from
Company.
l) For a period of 12 months following termination of this Agreement,
Affiliate shall not directly solicit, contact, or attempt to convert
any customers referred by Affiliate to Company for the purpose of
promoting competing products or services. This post-termination
restriction does not prohibit general marketing activities; it only
prohibits targeted solicitation of Affiliate's specific referrals to
Company.
m) Create, operate, or participate in any sub-affiliate program or
network whereby Affiliate recruits other affiliates to promote
Company's products and earns compensation from their referrals. Each
affiliate must apply directly to Company's affiliate program and may
not be recruited or managed through any third-party affiliate
structure.
10. Independent Contractor Relationship
Affiliate is an independent contractor and not an employee, agent,
partner, or joint venturer of Company. Affiliate has no authority to
bind Company or create obligations on Company's behalf. Affiliate is
solely responsible for all taxes, insurance, and benefits associated
with their activities under this Agreement.
11. Intellectual Property
Company grants Affiliate a limited, non-exclusive, non-transferable
license to use Company's trademarks, logos, and promotional materials
solely for the purpose of promoting Company's products and services
during the term of this Agreement. All intellectual property rights
remain with Company. Affiliate shall not create derivative works or
modify Company materials without prior written consent. Affiliate may
use only Company-provided promotional materials unless custom materials
receive prior written approval from Company. Any unapproved promotional
materials must be removed immediately upon Company's request.
12. Confidentiality
Affiliate agrees to maintain confidentiality of any non-public
information received from Company, including but not limited to
commission structures, customer information, business strategies, and
proprietary systems. This obligation survives termination of this
Agreement.
13. Term and Termination
This Agreement begins on the Effective Date and continues until
terminated by either party. Either party may terminate this Agreement at
any time, with or without cause, upon written notice to the other party.
Company may terminate inactive affiliates who have not generated any
qualifying referrals within 12 consecutive months. Upon termination:
a) Affiliate shall immediately cease all promotional activities;
b) Affiliate shall remove all Company promotional materials from their
websites and marketing channels;
c) Affiliate remains entitled to commissions for customers referred
prior to termination, subject to all terms herein, provided such
referrals were compliant with this Agreement;
d) Company shall pay all earned commissions for qualifying referrals
according to the payment terms specified herein;
e) All confidentiality and intellectual property obligations survive
termination.
Termination for Fraud or Material Breach: If Company terminates this
Agreement due to Affiliate's fraud, material breach, or violation of the
Prohibited Activities section (including but not limited to
self-referral, creation of fake accounts, use of bots or automated
systems, violation of non-compete provisions, or any deceptive
practices), Company reserves the right to withhold and forfeit any
unpaid commissions, claw back previously paid commissions for fraudulent
referrals, and pursue any additional legal remedies available. Affiliate
shall remain liable for any damages caused to Company by such conduct.
14. Modification of Terms
Company reserves the right to modify this Agreement, including
commission structures and program terms, at any time. Affiliate will be
notified of material changes via email at least 30 days prior to
implementation. Continued participation in the affiliate program after
such notice constitutes acceptance of the modified terms.
15. Indemnification
Affiliate agrees to indemnify, defend, and hold harmless Company, its
officers, directors, employees, and agents from any claims, damages,
losses, liabilities, and expenses (including reasonable attorneys' fees)
arising from Affiliate's breach of this Agreement, violation of any law,
or infringement of any third-party rights.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR
INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE
LOSSES ARISING FROM AFFILIATE'S PARTICIPATION IN THE PROGRAM.
17. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida, without regard to its conflict of law
provisions. Any disputes arising under this Agreement shall be resolved
through binding arbitration in accordance with the rules of the American
Arbitration Association, conducted in Jacksonville, Florida.
18. Entire Agreement
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior
agreements, understandings, and communications, whether written or oral.
Affiliate acknowledges that they have not relied on any representations,
promises, or statements made by Company that are not expressly set forth
in this Agreement. The section headings in this Agreement are for
convenience only and shall not affect the interpretation of this
Agreement.
19. Severability
If any provision of this Agreement is found to be unenforceable or
invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full
force and effect.
20. Waiver
No waiver of any term of this Agreement shall be deemed a further or
continuing waiver of such term or any other term, and Company's failure
to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision.
21. Force Majeure
Neither party shall be liable for any failure or delay in performance
under this Agreement due to causes beyond its reasonable control,
including but not limited to acts of God, war, terrorism, civil unrest,
government actions or regulations, labor disputes, epidemics or
pandemics, natural disasters, internet or telecommunications failures,
banking system failures, or any other events that could not reasonably
be prevented. In the event of force majeure, the affected party's
obligations shall be suspended for the duration of the event, and both
parties shall work in good faith to resume performance as soon as
reasonably possible.
22. Assignment
Affiliate may not assign, transfer, delegate, or otherwise dispose of
this Agreement or any rights or obligations under this Agreement without
the prior written consent of Company. Any attempted assignment in
violation of this provision shall be void. Company may freely assign
this Agreement without restriction.
23. Notices
All notices, requests, consents, claims, demands, waivers, and other
communications under this Agreement shall be in writing and shall be
deemed to have been given: (a) when delivered by hand; (b) when received
by the addressee if sent by a nationally recognized overnight courier;
(c) on the date sent by email (with confirmation of transmission) if
sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or
(d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Notices to Company
shall be sent to the email address provided in the affiliate dashboard
or to support@leadtoria.com. Notices to Affiliate shall be sent to the
email address provided in Affiliate's account registration.
24. Survival
The following provisions shall survive termination or expiration of this
Agreement: Customer Ownership and Data Rights (Section 8), Prohibited
Activities (Section 9), Intellectual Property (Section 11),
Confidentiality (Section 12), Indemnification (Section 15), Limitation
of Liability (Section 16), Governing Law and Dispute Resolution (Section
17), and any payment obligations for commissions earned prior to
termination (subject to the fraud and breach provisions in Section 13).
25. Electronic Acceptance
By clicking "I Accept" or similar acknowledgment, or by participating in
the affiliate program, Affiliate acknowledges that they have read,
understood, and agree to be bound by the terms and conditions of this
Agreement. Affiliate agrees that their electronic acceptance of this
Agreement constitutes their legally binding signature and has the same
legal force and effect as a handwritten signature. Affiliate further
acknowledges that no verbal or written representations outside of this
Agreement have been made or relied upon.
***
Questions or Concerns: For questions regarding this Agreement, please
contact Leadtoria LLC at support@leadtoria.com.
Last Updated: January 14, 2026