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Holding Space LFG! Affiliate Program Agreement

This contract is an Affiliate Agreement (hereinafter “Agreement”) used by Charmaine Illenberger, dba Holding Space (hereinafter referred to as the “Company”, “We”, “Us” and/or “Our”) to allow parties to promote Company’s digital products, courses, group programs and 1:1 coaching and sessions in exchange for an affiliate commission on accredited sales. This Agreement is between Company and the party agreeing to the terms and conditions in order to promote on behalf of Company (hereinafter referred to as the “Affiliate” and/or “You”). The Company and the Affiliate will collectively be referred to herein as the “Parties”. 

Please read this Agreement in its entirety so you understand how our Affiliate Program works. By participating in, or in any way associating with, the Affiliate Program you hereby understand and agree to the following:

1. Holding Space Affiliate Program Description

This Agreement describes the terms and conditions for participation in the Holding Space LFG! Affiliate program (the “Program”). The Program is meant to celebrate our mutual and collective success and abundance by helping spread the word about Holding Space’s products, courses, programs and 1:1 coaching and sessions with those who can enjoy and benefit from them. 

2. Changes to this Agreement

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but are not limited to, changes in the scope of available commission fees, fee schedules, payment procedures and Program rules. If any of the modifications are unacceptable for you, you may terminate this Agreement by e-mailing Charmaine Illenberger at iholdspace@holding-space.me. Continued participation in the Program will be considered your acceptance of any and all change(s) to this Agreement. 

3. Becoming an Affiliate (Enrollment)

To enroll in the Program, you must sign up and activate your Affiliate account through ThriveCart at https://holdingspace.thrivecart.com/real-shift/partner/

4. Your Affiliate URL (Unique Link)

You will be issued a unique URL (your “Affiliate link”) once you become an approved Affiliate of the Program. Your Affiliate Link will be unique to you and you only, and will allow you to be paid for affiliate referrals.

5. Affiliate Commission

As a Collaborative Affiliate, you’ll receive 10% of eligible 1:1 sessions and programs and 25% of eligible membership, group programs and on-demand course revenue as a commission from orders placed and paid for during the duration of this agreement through your (properly coded) Affiliate link. Commission amounts are the cost of the total cart value less any discounts, refunds, chargebacks and payment processing fees.
If commission rates are ever increased at any time (for example, for a special promotion or sale), your commission will default back to the original amount after that promotion has ended.

Affiliate earns a commission if their unique referral link is the LAST CLICK from a customer that leads to a purchase. The customer must complete their order and remit payment for the offerings ordered through the payment processor, Thrivecart. 

Word of mouth referrals will not result in an affiliate commission being generated. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate Links . Properly coded links, and distribution thereof, are the sole responsibility of the affiliate.

6. Payment

Company will send Commissions within fourteen (14) days of eligible transactions via Paypal to the account provided to us when joining the Affiliate Program. If Affiliate earns a commission on a Program with an installment or payment plan, Company will send Affiliate’s commissions in installments proportional to the payment plan chosen by Company’s client. If the PayPal email changes, it’s the Affiliate’s responsibility to notify us to ensure that the Affiliate’s PayPal email address is updated in our system so proper commission payments may be made. We will not resend payments returned due to incorrect payment email addresses. 

7. Order Fulfillment

We are solely responsible for processing every order placed by a customer via affiliate links, not including any bonus materials, products or services offered by the Affiliate outside of this agreement. Affiliates are not authorized to collect payments or sell Holding Space’s membership, coaching, courses, programs, products, services or readings as a “reseller” and no “resale” rights are granted in ANY way. 

Affiliates are authorized to market and promote but not sell any of our products, services, or programs on other sites or on social media. Affiliates are not authorized to give away copies of any of our products, services, or programs. We will also be solely responsible for all customer service inquiries. 

Customers who purchase products and services through the Affiliate Program will be deemed to be customers of Holding Space. The customer’s personal information, including email address, are not permitted to be used by Affiliates for purposes outside of this Agreement. 

8. Affiliate Code of Conduct

Holding Space will not work with an Affiliate whose website or company:

• Promotes or incites violence.
• Promotes illegal acts.
• Infringes or otherwise violates any copyright, trademark, or other intellectual property rights of any other site, company, or person. 
• Impersonates any other person, business or organization upon signup.
• Publicly shares any affiliate program details, login information or other materials about or originating from this affiliate program.
• Purposely purchases from Affiliate’s own link. Any such purchases will be disapproved for commissions.
• Uses any part of this affiliate program or these Terms to build Affiliate’s own program or affiliate Terms
• Sends spam mail or otherwise violate the US and CAN-SPAM or any other applicable current or new spam laws
• Registers and/or use domains with the wording: Holding Space, Feel Trip®, Holy Shi(f)t, Make Way for Mystery, Cut to the Chase, Kink in the Armor or any of its other properties, or any similar term contained within such domains.
• Disparages or misrepresents Holding Space, or any of its other properties in any way
• Bids on or otherwise attempt to acquire any rights in Holding Space or any of its other properties for copyrights, service marks, or trademarks.
• Engages in any conduct that is likely to impair or cause damage to the operation of Holding Space or Holding Space’s website whether by way of a virus, corrupted file or through use of any other software or program.
• Engage in any willful conduct that is likely to impair or cause damage to the reputation of Holding Space, either directly or indirectly, as determined at the discretion of Holding Space.

Engagement in, or violation of, any of the terms herein may result in the Affiliate’s immediate termination from the Program. 

9. Permitted Usage of Branding

The following are permitted uses of the Company’s brand and marketing images and resources to promote Holding Space’s offerings:

• Affiliates are permitted to use: Links to Holding Space website (www.holding-space.me); @holding__space Instagram stories, videos, posts and lives; graphics and copy provided as Affiliate Resources;

Other than the permitted uses listed in this section, Affiliates are not permitted to use Holding Space’s logo, marks, taglines, branding, or imagery in any other way, in any medium both online or in-person. If you have any questions as to whether you can use our branding in any way, please email Charmaine Illenberger at iholdspace@holding-space.me. 

10. FTC Endorsement & Spam Policy 

We strictly prohibit Affiliates from using spam e-mail and other forms of online abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam includes, but is not limited to, the following:

• E-mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt-in subscription;
• Messages posted to social media groups, websites, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Please be conscious of forum/group rules. If a forum owner or group moderator complains that an affiliate has violated the group’s rules, the Affiliate’s account may be permanently terminated after our investigation.
• Certain offline activities that, while not considered Spam, are similar in nature, including distributing any materials on private property or where prohibited by applicable laws, regulations, and/or rules.

Affiliate agrees to follow current FTC endorsement guidelines (click below to read "The FTC's Revised Endorsement Guides: What People are Asking").

http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking

If an Affiliate violates any term in this Agreement, the Company may undertake, at its sole discretion, and with or without prior written notice to the Affiliate, the following enforcement action:

• Account/Affiliate Termination: Upon the receipt of a credible complaint, we may investigate the complaint, and if necessary, will then terminate the affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence via email to iholdspace@holding-space.me. 

11. INDEPENDENT CONTRACTOR - Relationship of Parties

Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and the Company. Affiliates have no authority to make or accept any offers or representations on the Company’s behalf. Affiliates will not make any statement, whether on their sites, social media accounts, or otherwise, that reasonably would contradict this statement or imply otherwise.

12. Ownership of Intellectual Property

All contracts, photographs, copyrights, trademarks, designs, intellectual property, website(s), graphics, images, legal documents, financial accounts, insurance, software accounts and other related business documents, including content created only for the purpose of fulfilling these affiliate Terms remains the property of the contributing party. The non-contributing party hereby receives a non-exclusive, revocable license to any listed property only for the purpose of fulfilling the Terms of this Agreement, unless otherwise declared to and agreed in writing by both parties.

13. Term and Termination

The term of this Agreement will begin when your Affiliate application is submitted on thrivecart.com and the application is approved. It will end when terminated by either party. Either Holding Space or the Affiliate may terminate this Agreement at any time, with or without cause. Written notice shall be sent via e-mail. Upon termination of this Agreement for any reason and/or by either party, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s Web Site, all links to the Holding Space websites, and all Holding Space trademarks and logos, other Holding Space marks and all other materials provided in connection with the Program. Any intellectual property, links to the Affiliate’s websites, and all Affiliate’s trademarks and logos contributed by the Affiliate will be removed from Holding Space’s Web Site.

14. Limitation of Liability

Holding Space is not responsible or liable in any way for any and all damages you receive directly or indirectly from your participation in the Program. We do not assume liability for damages, injuries, harm, death, loss of profits (or failure to generate profits), misuse of (or failure to properly use) information or documents, due to any act, or failure to act, by you. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

15. Disclaimer

We make no express or implied warranties or representations with respect to the Affiliate Program or the Affiliate’s potential to earn any monies or income from the Program. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors at any time. We further make no representation that our membership, course, readings, coaching or mentorship offerings will be provided for any period of time or that this Program will continue for any duration, either. 

16. Severability                                                                  

The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of any other provision herein. If any paragraph, section, subsection, sentence, or clause of this Agreement is rendered illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall have no effect on the Agreement as a whole or on any other paragraph, section, subsection, sentence, or clause herein.


17. Indemnification

Parties agree to indemnify and hold harmless the other Party and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to the Affiliate Program.

18. Assumption of Risk

Parties and related parties/ participants expressly assume the risk of participating in the Affiliate Program as described in this Agreement. Parties understand that some or all parts of any Affiliate Program purpose could involve unknown risks or variables, and Parties and any related persons Parties are respectively responsible for and assume the risk of conducting themselves properly given the circumstances.

19. Force Majeure

Company shall not be liable or responsible to Affiliate nor be deemed to have defaulted or breached this Agreement for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrections, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

20. Entire Agreement

This Agreement contains the entire agreement between the Parties. There are no other promises or conditions in any other agreement (oral or written) between the Parties.

21. Applicable Law + Venue

This Agreement shall be governed by the laws of the state of California. Any action brought by any party arising out of or from these Terms shall be brought to the small claims court in the County of San Mateo, state of California.

BY APPLYING FOR AND PARTICIPATING IN THE LFG! AFFILIATE PROGRAM THE AFFILIATE CERTIFIES THEY HAVE READ AND AGREED TO THE AGREEMENT AS STATED ABOVE.

LAST UPDATED: APRIL 24, 2023