THE AGREEMENT: This Affiliate Agreement (hereinafter called the “Agreement”) is provided by the following organization, hereinafter referred to as “Company”: Scribes’ Circle. Our primary website is scribescircle.com. The Agreement is a legal document between you and Scribes’ Circle that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire, because each of the terms of this Agreement are important to our working relationship.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: As we describe above, we’ll be referred to as Scribes’ Circle. Us, we, our, ours and other first-person pronouns will also refer to Scribes’ Circle, as well as all employees or legal agents of Scribes’ Circle.

b) You, the Affiliate: You will be referred to as the “Affiliate.” You’ll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.

c) Parties: Collectively, the parties to this Agreement (Scribes’ Circle and You) will be referred to as “Parties” or individually as “Party.”

d) Scribes’ Ambassador Affiliate Program: The program we’ve set up for our affiliates as described in this Agreement.

e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Scribes’ Ambassador Affiliate Program.

f) Website: The primary website we’ve noted above will be referred to as Website.

2) ASSENT AND ACCEPTANCE

By engaging with and registering for the Scribes’ Circle Affiliate Program, you affirmatively acknowledge and declare that you have thoroughly read, understood, and agreed to be legally bound by the terms of this Agreement. If at any point you do not consent to be bound by this Agreement, you are required to immediately exit this website and refrain from submitting any applications to participate in our Affiliate Program. It is important to note that this Agreement encompasses, by reference, any and all Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documentation accessible on our website.

RESPONSIBILITIES

Obligations of Scribes’ Circle:

Scribes’ Circle is committed to:

· Curating, packaging, and dispatching the Scribes’ Circle box to participants.

· Overseeing and sustaining the writing group’s website.

· Leading and directing the writing group with regular weekly prompts.

· Providing a range of online resources and video content via the Scribes’ Circle website, and online marketing materials.

· Editing and publishing the culminating anthology.

· Managing all financial operations associated with the above activities.

Obligations of the Ambassador:

As an Ambassador, you are expected to:

· Permit Scribes’ Circle to derive inspiration from your book for the writing group’s activities.

· Participate in two virtual meetings over the course of the writing group’s tenure.

· Actively promote the Scribes’ Circle box to enlist a minimum of ten writers to initiate the group.

· Engage in marketing and promotional efforts to support and publicize the program.

· You provide all tools, materials, and equipment necessary to perform these duties unless otherwise specified.

· You agree not to disclose any confidential information pertaining to the business of Scribes' Circle without prior written consent.

WRITING GROUP AND ANTHOLOGY

The writing group is designed as an intensive 8-week program that encompasses structured writing prompts, weekly virtual gatherings, and unrestricted access to a suite of online resources hosted on the Scribes’ Circle website. Leveraging the Ambassador’s published work as a foundational inspiration, the program aims to culminate in the creation of an anthology, showcasing the collective efforts and creative contributions of the group’s members.

3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Scribes’ Circle assumes no responsibility or liability for any misrepresentation of your age.

4) PROGRAM SIGN-UP

In order to sign up for our Affiliate Program, you must have been a client of TRU Statement Publications and invited as a Scribes’ Ambassador to register with scribecircle.com.

In accepting the role as a Scribe’s Ambassador, you agree to each of the terms and conditions in this agreement as it applies to your participation.

5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.

6) AFFILIATE PROGRAM

After your agreement into the Scribes’ Ambassador Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).

Please be advised the below is a general description of the Scribes’ Ambassador Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.

We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the “Link”). The Link will be keyed to your identity and will send online users to Scribes’ Circle’s website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the “Affiliate Site”).

Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 11% (eleven percent).

7) APPLICABLE SPECIFIC TERMS

Payout Eligibility and Discretion:

The determination of eligibility for payouts rests solely with us, under our exclusive discretion. We reserve the right to disallow clicks and/or sales that do not adhere to the stipulations outlined in this Agreement.

Order Processing and Account Management:

Responsibility for processing and fulfilling orders shall lie with us. Additionally, we commit to providing you with real-time data concerning your affiliate account via the dedicated portal accessible upon logging into our website.

Criteria for Qualified Purchases:

For a purchase to qualify for a payout, it must meet the following criteria as a “Qualified Purchase”:

a) Exclusive Referral: The purchase must originate exclusively through your specific Affiliate Link, with no referrals from other partners or affiliates of Scribes’ Circle.

b) New Affiliate Exclusion: The purchaser cannot be an existing partner or affiliate of Scribes’ Circle at the time of purchase.

c) Post-Affiliation Requirement: The purchase must occur after the Affiliate has joined the Scribes’ Ambassador Affiliate Program.

d) Affiliate Link Tracking: The purchase must be conducted through an Affiliate Link that properly tracks back to your account.

e) Compliance with Legal Terms: The purchase must not violate any of our legal terms or Acceptable Use Policy.

f) Fraud Prevention: The purchase must not be fraudulent or deceptive, as determined in Scribes’ Circle’s sole discretion.

g) No Inducements: The purchase must not be influenced by the Affiliate offering unauthorized coupons or discounts to the customer.

8) PAYOUT CONDITIONS AND PROCEDURES

Documentation and Information Requirements:

To facilitate timely and accurate payouts, it is imperative that Scribes’ Circle possesses up-to-date information regarding each ambassador’s contact, banking, and tax details. Specifically:

Tax Documentation: Ambassadors are required to submit a completed W-8 or W-9 form, as applicable, to comply with tax regulations.

Banking Information: For direct deposit payments, ambassadors must provide their bank account and routing numbers.

Online Payment Information: Alternatively, if preferring payment via an online platform, an associated email address for the chosen method is necessary.

Accepted Methods of Payout:

Scribes’ Circle currently offers payouts through the following services:

· Zelle

· PayPal

· Direct Deposit - ACH

Ambassadors may choose their preferred method of payment from the above options, subject to the completion of the necessary documentation and information requirements.

Updating Your Information:

Responsibility: It is the Ambassador’s responsibility to promptly inform Scribes’ Circle of any changes to their address, banking, or tax information to avoid any payout delays or issues.

Procedure for Updates: Please notify us immediately of any changes to your personal or payment information. Scribes’ Circle commits to updating your payout preferences and details as swiftly as possible upon receipt of such notifications.

Note: Payouts can only be processed and released upon verification and receipt of the requisite documentation and accurate payment information. Failure to provide or update this information may result in delayed or forfeited payouts.

Compensation Structure

Initial Compensation:

Commission Rate: Ambassadors will receive a 25% commission for each sale of the initial Scribes’ Circle box.

Payout Schedule: Commissions are paid out every 30 days, following the completion of each 30-day cycle from the date of the initial purchase. For clarity, commissions earned within a 30-day period will be payable at the end of the subsequent 30-day cycle. We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.

Recurring Compensation:

Quarterly Membership Renewals: Ambassadors will earn a 15% commission for the first quarter of membership renewals attributed to their affiliate link. Subsequent renewals will yield a commission distributed differently to provide ongoing rewards for maintaining active members.

Ongoing Commission Rate: For the second quarter and beyond, a continuous commission of 5% per month will be paid out for active memberships linked to the ambassador.

Membership Changes: In cases where a member unsubscribes or fails to make a payment within any quarter, the ambassador will not receive a commission for that month or for the remainder of the affected quarter.

Additional Notes on Compensation:

Commission Eligibility: Commissions are only earned on verified sales and memberships that remain in good standing, as per the terms outlined above.

Adjustments and Discrepancies: Any disputes or discrepancies regarding commission calculations must be reported within a specified timeframe for review and adjustment if necessary. For any disputes as to payout, Scribes’ Circle must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

9) REPORTS

You may log into your account with us to review reports related to your affiliation, such as payout reports and Qualified Click and/or Purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.

10) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Scribes’ Ambassador Affiliate Program. It can be terminated by either Party at any time with or without cause.

You may only earn payouts as long as you are an active Affiliate in good standing during the term. If you terminate this agreement with us, you will qualify to receive payouts earned prior to the date of termination.

If you fail to follow the terms of this agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of Scribes’ Circle or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

11) INTELLECTUAL PROPERTY AND USAGE RIGHTS

Scribes’ Circle Anthologies and Content:

Rights to Content: Scribes’ Circle exclusively retains all rights related to the concept, content, and materials of the writing group, which includes, but is not limited to, the Scribes’ Circle box and the ambassador program.

Participants’ Contributions: While participants maintain copyright over their individual stories and submissions, they grant Scribes’ Circle a non-exclusive right to include these contributions in any Scribes’ Circle anthologies or related publications.

The Authors’ Notebook:

Purpose and Use: The Authors’ Notebook, inspired by works from Scribes’ Ambassadors, serves as a guiding resource for Scribes’ Circle members. It aids in thematic writing in alignment with the ambassador’s published work. It is explicitly understood that no part of a Scribes’ Ambassador’s published work will be reproduced within the Authors’ Notebook or any Scribes’ Circle anthologies.

License and Intellectual Property Usage:

Scribes’ Circle Intellectual Property: The intellectual property (”IP”) owned by Scribes’ Circle, including copyrights, trademarks, trade secrets, patents, and any other proprietary rights, is herein referred to as “Company IP.”

Grant of License: Scribes’ Circle grants ambassadors a non-exclusive, non-transferable, revocable license to access our websites and use the Company IP strictly for promoting and identifying our company and brand in relation to the Scribes’ Ambassador Affiliate Program. This license is granted solely for the purpose of directing customers to affiliate links provided by us.

Restrictions on Use: Ambassadors may not modify the Company IP in any manner. Usage is permitted only for affiliates in good standing with Scribes’ Circle.

Revocation of License: This license may be revoked by Scribes’ Circle at any time, especially in cases where the IP is used in ways not in accordance with this agreement. Unauthorized use may result in termination of this agreement and further legal action.

Prohibitions: Except as expressly allowed herein, ambassadors are not authorized to use the Company IP, or any variation thereof, without the explicit prior written permission from Scribes’ Circle. This includes prohibitions on using Company IP in domain names, advertising, metatags, code, or any manner likely to cause consumer confusion.

Infringement and Legal Action: Unauthorized use of Company IP constitutes infringement, with Scribes’ Circle reserving the right to pursue legal action, including but not limited to, seeking damages and legal fees.

License from Ambassadors:

Ambassador IP: Ambassadors hereby grant Scribes’ Circle a non-exclusive license to use their name, trademarks, service marks (if applicable), and other business-related IP to promote the Scribes’ Ambassador Affiliate Program.

12) MODIFICATION & VARIATION

Scribes’ Circle may, from time to time and at any time, modify this Agreement. You agree that Scribes’ Circle has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don’t agree to the update or replacement, you can choose to terminate this Agreement as described below.

a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.

13) RELATIONSHIP OF THE PARTIES

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of Scribes’ Circle and will remain so at all times.

14) ACCEPTABLE USE

You agree not to use the Scribes’ Ambassador Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Scribes’ Ambassador Affiliate Program in any way that could damage our websites, products, services, or the general business of Scribes’ Circle.

a) You further agree not to use the Scribes’ Ambassador Affiliate Program:

I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

II) To violate any intellectual property rights of Scribes’ Circle or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE

You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Scribes’ Ambassador Affiliate Program.

We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and Scribes’ Circle, be disclosed to consumers.

We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.

You are required to post a conspicuous notice on your website regarding the Scribes’ Ambassador Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:

We engage in affiliate marketing whereby we receive funds through clicks to our Scribes’ Ambassador Affiliate Program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.

If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.

16) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;

b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

17) DATA LOSS

Scribes’ Circle does not accept responsibility for the security of your account or content. You agree that your participation in the Scribes’ Ambassador Affiliate Program is at your own risk.

18) INDEMNIFICATION

You agree to defend and indemnify Scribes’ Circle and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Scribes’ Ambassador Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that Scribes’ Circle shall be able to select its own legal counsel and may participate in its own defense, if Scribes’ Circle wishes.

19) SPAM POLICY

You are strictly prohibited from using the Scribes’ Ambassador Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

20) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the Scribes’ Ambassador Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

21) SERVICE INTERRUPTIONS

Scribes’ Circle may need to interrupt your access to the Scribes’ Ambassador Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that Scribes’ Circle shall have no liability for any damage or loss caused as a result of such downtime.

22) NO WARRANTIES

You agree that your use of the Scribes’ Ambassador Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an “As Is” basis. Scribes’ Circle hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. Scribes’ Circle makes no warranties that the Scribes’ Ambassador Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. Scribes’ Circle also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Scribes’ Ambassador Affiliate Program is your sole responsibility and that Scribes’ Circle is not liable for any such damage or loss.

23) LIMITATION ON LIABILITY

Scribes’ Circle is not liable for any damages that may occur to you as a result of your participation in the Scribes’ Ambassador Affiliate Program, to the fullest extent permitted by law. The maximum liability of Scribes’ Circle arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

24) GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Scribes’ Ambassador Affiliate Program, you agree that Nevada shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and Scribes’ Circle, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Clark County, Nevada. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Clark County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Nevada. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Scribes’ Circle will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Scribes’ Circle, the rights and liabilities of Scribes’ Circle will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

H) FORCE MAJEURE: Scribes’ Circle is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: scribescircle@trustatementpublications.com.

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