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OT Potential Affiliate Agreement

This Affiliate Agreement ("Agreement") is entered into on or after November 1, 2023, by and between:

Potential LLC dba OT Potential ("OT Potential"), Registered Address: 1109 12th St, Ste 3, Aurora, NE 68818

Your Occupational Therapy Association ("Your OT Association")

Collectively referred to as "Parties."

1. Background

OT Potential operates a business involving occupational therapy continuing education and an occupational therapy directory.

Your OT Association is interested in becoming an affiliate partner of OT Potential for the purpose of promoting OT Potential's products or services.

2. Definitions

(a) "Affiliate" or "Affiliate Partner" refers to Your OT Association, who agrees to promote OT Potential's products or services.

(b) "Products or Services" refers to the goods or services provided by OT Potential, including the OT Near Me Directory and the OT Potential Club, which Your OT Association may promote.

3. Affiliate Program

OT Potential agrees to grant Your OT Association non-exclusive access to its Affiliate Program, which allows Your OT Association to promote OT Potential's Products or Services in accordance with the terms and conditions outlined in this Agreement.

4. Affiliate Responsibilities

(a) Your OT Association shall promote OT Potential's Products or Services in a professional and ethical manner, adhering to all applicable laws and regulations.

(b) Your OT Association shall not engage in any deceptive, fraudulent, or unlawful activities while promoting OT Potential's Products or Services.

(c) Your OT Association is responsible for the promotion and marketing expenses incurred while promoting OT Potential's Products or Services.

5. Compensation

Your OT Association shall receive a commission on sales generated through their affiliate activities—specifically tracked by the use of their affiliate link as generated by Tapfiliate. The commission rate is currently set at 25% of the total sales amount. If there are bonuses and/or other commission changes in the future, OT Potential will be in communication with you via email about any future commission updates or changes if applicable.

6. Hosting of Your OT Association’s Information

OT Potential agrees to host Your OT Association’s name, logo, and information about its business and officers on Your OT Association’s custom directory web page on OT Potential’s website. Your OT Association hereby grants OT Potential a non-exclusive, non-transferable license to use its name, logo, and business information solely for the purpose of hosting them on the directory page.

7. Approval of Information

Your OT Association shall provide OT Potential with information about its business and officers in a format that is acceptable to OT Potential. OT Potential shall have the right to approve or reject the information, in its sole discretion. Your OT Association shall have the right to modify the information and resubmit it for approval.

8. Unique URL and Member Benefit

OT Potential agrees to provide Your OT Association with a unique URL for the directory page on which Your OT Association's information is hosted. OT Potential will also agree to hosting Your OT Association's members on the OT Potential Directory service. Your OT Association may extend a free profile creation for each of its members as a member benefit. As part of the affiliate agreement, Your OT Association may also extend a 25% off discount code for either the OT Potential Club or OT Potential Club + CEUs as a member benefit—of which Your OT Association will receive a 25% commission rate for the sale as written in section 5.

9. Payment

OT Potential shall pay Your OT Association their earned commissions on a monthly basis, no later than 30 days following the end of the payment period.

10. Term and Termination

This Agreement shall commence on the date first written above. Either party may terminate this Agreement upon 30 days’ written notice to the other party. Upon termination, Your OT Association shall cease all promotional activities for OT Potential.

11. Representations and Warranties

Your OT Association represents and warrants that it has the right to grant the license set forth in this Agreement, and that its name, logo, and information about its business and officers do not infringe upon the intellectual property rights of any third party.

12. Confidentiality

Both Parties agree to keep all non-public information obtained during the course of this Agreement confidential and not disclose it to any third party.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

14. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or understandings, whether written or oral.

The individual selecting (checking) the “I agree to Terms and conditions” box, hereby agrees they have the proper authority to act on behalf of Your OT Association and signs as Your OT Association’s representative by selecting (checking) the “I agree to Terms and conditions” box.

By selecting (checking) the “I agree to Terms and conditions” box, the Parties hereto have executed this Affiliate Agreement as of today’s date.