Invest Relocate Africa
Art Cathey Network
THIS Youtube AFFILIATE AGREEMENT (the “Agreement”) is made this day of , 2020, (hereinafter the “Effective Date”), by and between _______________ ___., a Gambian Inc., having its principal place of business at ___________________________ (hereinafter “Company”), and Invest_________________________________________, having his/her/its principal place of business at _______________________________________ (hereinafter “Affiliate”) (hereinafter also referred to individually as a “Party” and together as the “Parties”).
WITNESS: , Company is in the business of repatriation services, and in the course of its business, Company has developed, owns and offers real estate and land package, consultations, investment packages, vacation stays and trip packages.
Company has developed the Womb School Affiliate Program (the “Program”), through which members can participate in promoting the Company and its products under several brands etc.; and so forth;
____________________ (Affiliate) is a committed and experienced entrepreneur; and, the Parties desire to enter into an agreement to provide Executive Services, management systems for the Company and its products by Affiliate, and to share certain resulting revenues from the sale thereof. NOW, THEREFORE, the Parties agree as follows:
1. Term. The term of this Agreement (“Term”) shall begin on the Effective Date hereof and shall continue until terminated by either Party in accordance with this Agreement.
The following capitalized terms, when used in this Agreement, shall have the respective meanings ascribed to them below, although the Parties recognize that the names of products, programs and services may change from time to time:
a. “Account” means the specific location within the Program where sales commissions are
tracked, reported and calculated. The follow is a break-down of commissions for
intellectual properties of the Womb School and the commission that will be paid out for
intellectual properties owned by affiliate.
When intellectual properties owned by Art Cathey Network
Art Cathey Network intellectual properties 70 %
Affiliate 30 %
When intellectual properties owned by Affiliate
Art Cathey Network 30%
YouTube Network Content creator.
Welcome to Art Cathey Network!
This section outlines our relationship with you. It includes a description of the Service, defines our Agreement, and names your service provider. Key updates:
Service Provider. Your service provider Art Cathey Network
Policies. We have added a link to the Policy, Safety and Copyright Policies, and our Advertising on YouTube Policies, which all form part of the Agreement. These are the policies that underpin our Community Guidelines, and we wanted to make sure to call out this detail to you upfront in our Terms.
Affiliates. To ensure you understand exactly who we mean when we talk about our group companies, we’ve included a definition of our “Affiliates”, meaning the companies in the Alphabet corporate group.
This section sets out certain requirements for use of the Service, and defines categories of users. Key updates:
Age Requirements. We have stated the specific age requirements for your country, reflecting our Google wide policies, and included a notice that, if you are a minor in your country, you must always have your parent or guardian’s permission before using the Service.
Parental Permission. We’ve added a section to explain your responsibility if you allow your child to use YouTube.
Businesses. Our Terms now make clear that, if you are using the Service on behalf of a company or organization, that business accepts this Agreement.
This section explains your rights to use the Service, and the conditions that apply to your use of the Service. It also explains how we may make changes to the Service. Key updates:
Google Accounts and YouTube Channels. We’ve provided details about which features of the Service can be accessed without a Google account or YouTube channel, and which features require one.
Restrictions. We have updated this section to reflect our requirements around contests, and to include a prohibition on manipulating metrics.
Service Changes. We have improved our Terms to be more transparent about why we might need to make changes to the Service, and provided a commitment to give you notice when those changes might affect you.
This section applies to users who provide Content to the Service. It defines the scope of the permissions that you grant by uploading your Content, and includes your agreement not to upload anything that infringes on anyone else’s rights. Key updates:
License. We’ve clarified the content license you grant us to make it easier to understand. We’re not asking for additional permissions and there’s no difference in how we’re using your content.
Duration. We have removed the right for YouTube to use your comments in perpetuity.
Removals. We have included a link to the tools you will need to remove your content, as well as a clear description about why we might need to take down content, and how to appeal removals.
Analyzing Content. We may automatically analyze content on YouTube, to help detect abuse and keep the platform safe.
Account Suspension and Termination
This section explains how you and YouTube may terminate this relationship. Key updates:
Terminations. Our Terms now include more details about when we might need to terminate our Agreement with bad actors. We provide a greater commitment to give notice when we take such action and what you can do to appeal if you think we’ve got it wrong. We’ve also added instructions for you, if you decide you no longer want to use the Service.
This section includes details about software on the Service. Key updates:
Software Licenses. We’ve made the software license we grant you more specific, and included some details around open source.
This section includes our service commitment to you. It also explains that there are some things we will not be responsible for. Key updates:
Our liability. We’ve made changes to the disclaimers and limitations of liability in the Terms.
This section includes some further important details about our contract, including what to expect if we need to make changes to these Terms; or which law applies to them. Key updates:
An individual can become a Art Cathey content creator and receive royalties for creating content in the form of mini series
a. “Company Marketing Materials” or “Marketing Materials” shall mean all promotional
materials created, owned, authorized, and provided by Company to Affiliate, for the sole purpose of promoting Company’s educational and financial programs, products and
b. “Company Website” shall mean and refer to www.artcatheyheals.com and/or any additional or replacement website designated by the Company.
c. “Company Product” or “Company Products”” shall mean and include such educational and financial programs, products and events created and owned by Company, which Company authorizes Affiliate to promote from time to time under this Agreement. Affiliate acknowledges that the content of Company’s Products may be changed from time to time by Company in its sole discretion.
d. “Confidential Information” shall mean all information provided by one Party to the other which is not generally published by the providing Party, including but not limited to, financial information, marketing plans, and customer lists of the providing Party and other information transmitted or delivered which would be expected under reasonable circumstances to be held private between the Parties and not disclosed, including the terms of this Agreement.
e. “Gross Revenue” shall mean all revenue received from the sale of one or more of Company’s Products by Affiliate eg. “Net Revenue” shall mean Gross Revenue, less any and all refunds, taxes, and other expenses related to the sale.
f. “Sales Commission” shall mean a percentage of Net Revenue from sales produced by Affiliate through its efforts to customers procured by Affiliate. Sales Prices shall be set by Company for each of its product lines and adjusted from time to time at Company’s sole discretion.
g. “Proprietary Rights” shall mean all rights held by a Party in that Party’s products, services and programs and confidential information, including, without limitation, copyrights, authors’ rights, trademarks, service marks, patent rights, trade names, know-how and trade secrets, software source codes and proprietary algorithms irrespective of whether such rights arise under U.S. intellectual property, unfair competition or trade secret laws.
h. “Customer” shall mean a person who purchases one or more Company Products from Company during the Term of this Agreement as a direct result of being referred to Company’s Website or other in response to Affiliate’s marketing efforts here-under.
i. “Visitor” shall mean any person or user that clicks on a link to the Company’s Website, accessed through the Affiliate’s website or email.
4. Intellectual properties
Owner of intellectual properties will retain full ownership of its intellectual properties unless otherwise discussed and mutual agreed upon regarding a dissolution or transfer of ownership to one party. Meaning intellectual property owner will continue to receive compensation and/or royalties for as long as that intellectual properties is being monetized through the organization.
Affiliate shall have the non-exclusive, limited right, under the terms hereof, to use the Womb School Products and Marketing Materials, as that term is defined hereinabove, during the Term of this Agreement only for the sole purpose of marketing Company Products. All images, technology and content provided for Affiliate’s use is and shall remain the sole property of Company and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names and service marks related to the Marketing Materials and Company’s Products shall remain the Company’s sole property, including rights in and to any derivatives thereof. Affiliate may not modify the trademarks, banners, the content, or any of the images provided to Affiliate in any way. Affiliate acknowledges that use of the Womb School Marketing Materials and the Womb School marks will not create in Affiant, nor will Affiliate represent that it has any right, title or interest in or to such items other than the license granted by Company. Affiliate will not challenge the validity of or attempt to register any of the marks or its interest therein as a licensee, nor will Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. Affiliate acknowledges Company’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company.
6. Termination. This Agreement may be terminated by a Party:
a. For cause immediately:
(i) if the activities of the other Party or the statements or opinions expressed by or through the other Party’s representatives, or through publication or other public dissemination, are materially likely to expose that Party to administrative, civil or criminal liability or to materially damage the reputation of that Party or its products or services, or
(ii) if the other Party shall be in material breach or default of any material provision of this Agreement and such material breach or default of any material provision of this Agreement has not been cured within ten (10) days of written notice to the other Party.
b. Without cause: upon thirty (30) days prior written notice to the other Party.
c. Upon Termination, Affiliate will be compensated for any Sales Commissions earned up to the date of Termination.
d. For failure to remain current on the operational procedures.
7. Obligations of Company. During the term of this Agreement, Company shall:
a. License to Affiliate the Womb School Marketing Materials, as that term is defined hereinabove, and any updates thereto, for the sole purpose of marketing Company’s Products under the terms of this Agreement.
b. Advise Affiliate by email of any changes or updates to the Marketing Materials and Company’s Products.
c. If needed, provide for a hyperlink to be placed either on Affiliate’s own website or a sponsored link displayed as part of any Internet search engine results that, when clicked on, sends a Visitor to the Company’s Website (hereinafter the “Link”).
d. Allow Affiliate to post or link to Womb School Marketing Materials on Affiliate’s website and/or in Links sponsored by Affiliate.
e. Provide resources and support to Affiliate to assist in maximizing affiliate’s promotions, including but not limited to, ads and promotional materials and communications concerning upcoming promotions, product launches, events and private training opportunities.
f. Provide access for Affiliate to Company’s “Affiliate Perks”, currently including Travel discounts, sponsorship discount and advertisement discounts.
g. Fulfill all sales made to Customers, at Company’s expense.
h. Pay Affiliate a Sales Commission on sales made to its procured Customers, to be paid weekly. Company may provide Affiliate a Form 1099 by February 15th for sales commissions earned the prior year.
i. Respect the privacy of Affiliate and not disclose to third parties any information concerning Affiliate, if Affiliate specifically expresses its desire for anonymity.
j. Provide its services with due care, skill and ability.
8. Obligations of Affiliate. During the term of this Agreement, Affiliate shall:
a. endorse the Company and market Company’s Products to Affiliate’s prospects, using the Art Cathey Network Marketing Materials.
b. During the first year of this Agreement, send out four (4) promotions to Affiliate’s list of prospects, the first of which shall be sent out within sixty (60) days from the Effective Date of this Agreement.
c. Mail Company’s “Special Promo” offer(s) to Affiliate’s list of prospects within sixty (60) days from the Effective Date of this Agreement.
d. Refrain from posting any Womb School Marketing Materials on any hate sites, adult sites or any other websites unless previously approved by Company.
e. Maintain the integrity of all Womb School Marketing Materials and not change, adapt, reword or alter in any manner the content thereof without the prior written consent of Company.
f. Place banners or links only within Affiliate’s newsletters, in the content of Affiliate’s Website, and within other web-related content, without the prior written consent of Company.
g. Notify Company immediately of any unauthorized use of any Womb School Marketing Materials posted on Affiliate’s website.
h. Maintain membership on Company’s website www.artcathey.com. Sign the Non-Circumvention, Non-Disclosure Agreement and enforce same with procured clients
9. Representations and Warranties of Company. Company represents and warrants that:
a. It has the right and authority to enter into this Agreement.
b. It shall obtain all necessary licenses for any sales events, telemarketing or otherwise, and shall obey all applicable laws, regulations and rules of any applicable government body or agency or other authority.
c. As of the date hereof and through the term of this Agreement, it is and will remain in compliance with the provisions of Section 17 of the Securities
d. No proceeding in bankruptcy or receivership has ever been instituted by or against Company, nor has Company made any assignment for the benefit of creditors and there are no civil actions, proceedings, judgments, bankruptcies, liens or executions in any State or Federal Court in the United States that could in any way affect the subject matter of this Agreement.
e. Company is not now and has never been the subject of any action, suit or investigation by any regulatory agency of any state or local government or of the federal government.
10. Representations and Warranties of Affiliate. Affiliate represents and warrants that:
a. Affiliate has the right and authority to enter into this Agreement.
b. Affiliate, if an individual, is at least eighteen (18) years of age and a resident of the United States.
c. Affiliate shall obtain all necessary licenses for any sales events, telemarketing or otherwise and shall obey all applicable laws, regulations and rules of any applicable government body or agency or other authority.
d. Company has made no representations whatsoever about any and accepts no liability relative to any other website which may be accessed through the Company’s Website or through a link from the Company’s Website to another website or for the content or the use thereof.
e. Affiliates’ website content, if any, is solely owned by Affiliate and does not infringe on the rights of any third party, including but not limited to intellectual property rights, and is not defamatory, libelous, unlawful or otherwise objectionable and Affiliate shall not provide, promote, distribute, place or otherwise publish or host any website that includes content which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or which violates any law.
f. As of the date hereof and through the term of this Agreement
g. Affiliate is not engaged in the business of a broker-dealer or an investment adviser, and is not required by law to be registered as a broker-dealer and/or investment adviser with the Securities and Exchange Commission or any self-regulatory organization.
h. No proceeding in bankruptcy or receivership has ever been instituted by or against Affiliate, nor has Affiliate made any assignment for the benefit of creditors and there are no civil actions, proceedings, judgments, bankruptcies, liens or executions in any State or Federal Court in the United States that could in any way affect the subject matter of this Agreement.
i. Affiliate is not now and has never been the subject of any action, suit or investigation by any regulatory agency of any state or local government or of the federal government.
Each Party shall indemnify, defend and hold harmless the other Party, their affiliates and licensees against any and all third party claims, demands, suits, damages, losses or expenses, including attorney fees, suffered as a result of any breach of the warranties and covenants set forth above.
Each Party agrees to keep confidential and not disclose or use, except in performance of its obligations under this Agreement, the terms of this Agreement, confidential or proprietary information related to the other Party’s technology or business that the Receiving Party learns in connection with this Agreement, and any other information received from the other, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise: information relating to products, programs, services, data base information or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, or systems therefore, or to the Disclosing Party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and product development plans, forecasts, strategies and information), all of the foregoing, (“Confidential Information”). The Disclosing Party must designate Confidential Information by marking it as such in a conspicuous place. Neither Party shall disclose the terms of this Agreement to any third Party without the prior written consent of the other Party. Each Party shall use reasonable precautions to protect the other’s Confidential Information and employ at least those precautions that such Party employs to protect its own confidential or Proprietary Information. “Confidential Information” shall not include information the Receiving Party can document
a. is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), or
b. was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or
c. was rightfully disclosed to it by another person without restriction, or
d. was independently developed by it by persons without access to such information and without use of any Confidential Information of the Disclosing Party. Each Party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other Party to do so. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law, and to be indemnified by the Receiving Party from any loss or harm, including without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Confidential Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this Section will constitute a material breach of this Agreement.
Each Party shall retain joint ownership over the name, address, telephone numbers and email addresses of each Customer procured by Affiliate, as that term is defined herein above.
a. Assignment & Assumption.
Affiliate may not assign this Agreement without the prior written permission of Company.
b. Relationship of the Parties. The Parties hereto expressly understand and agree that their relationship is that of independent contractors and that each Party is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection with this Agreement. Neither Party nor its agents or employees are the representatives of the other Party for any purpose and neither Party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. Nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or formal business entity of any kind, nor shall either of the Parties hereto be deemed a joint venture or partner or agent of the other. Neither Party shall claim any status; which is contrary to the foregoing terms of this Agreement regarding the relationship of the Parties. Neither Party shall become liable by reason of any representation, act, or omission of the other contrary to the provisions hereof.
c. Notices. Notices under this Agreement shall be sufficient if in writing and delivered to addressee by email.
d. Construction. The Parties acknowledge and agree that this Agreement has been drafted and prepared through the efforts of both Parties and the rule of construction that any vague or ambiguous terms are to be construed against the Party drafting such terms shall not be applied to either Party to this Agreement.
e. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Gambia. In the event of a dispute regarding this Agreement or the respective rights of the Parties hereunder, the Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Senegal, and in the event litigation results with respect thereto, the Parties agree to be individually responsible for their own attorney’s fees, court costs, and all other expenses.
f. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, documents, agreements and prior course of dealing, and shall not be effective until signed by both Parties
g. Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or modified and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the Parties. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
h. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
i. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Transmission by facsimile of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
j. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
Assurances. Each of the Parties hereto agrees to execute and deliver, or cause to be executed and delivered, all such instruments, and to take all such action as the other Party may reasonably request in order to effectuate the intent and purposes, and to carry out the terms of, this Agreement.
TO ACTIVATE THIS AFFILIATE AGREEMENT PLEASE ELECTRONICALLY SIGN THIS DOCUMENT. YOUR AFFILIATE AGREEMENT WILL BE EFFECTIVE WITHIN 24 HOURS.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.
“COMPANY” Art Cathey Heals, LLC.
By: Name: Its: Street Address: Kololi The Gambia West Africa.
Email: ArtCathey@gmail.com “AFFILIATE” By: Name: Better Business Solutions. Its: Street Address: Fabulous Junctions, Tranquil Brusubi West Africa
Email: email@example.com U.S.
Tax ID No. 042666758 :
Affiliate pays $ 49.99 one time fee and $10 per month for website access incl. training and support. Products and compensation: (Prices and compensations must be verified on www.artcathey.com or other websites as advised prior to offering products or services – Special Products and opportunities may be offered from time to time)