TERMS AND CONDITIONS OF
DOODLY AFFILIATE PROGRAM

Enrollment in the Bryxen, Inc. d/b/a Doodly (“DOODLY”) Affiliate Program is subject to the following terms and conditions:

1.    Obligations of the Parties:

• Affiliate shall have the opportunity to promote DOODLY and its programs in accordance with the terms of this Agreement.
• Affiliate shall promote and market DOODLY programs using only promotional materials supplied or approved by DOODLY. Promotional material (emails, landers, ads, social media posts) must be consistent with DOODLY’s branding and shall not be false or misleading.
• Affiliate shall direct potential purchasers of DOODLY programs to the dedicated links provided by DOODLY.
• The Affiliate agrees to conduct itself in compliance with all applicable laws, rules and regulation, including, without limitation, CAN-SPAM.

2.    Compensation:

DOODLY will pay commissions from the sale of Products as follows:

• Commissions of 50% revenue are paid out to affiliates after 30 days from when the initial sale has been made. Payments are made via Paypal.
• Unless otherwise explicitly stated, live physical events, membership programs, and external promotions are excluded from affiliate commissions.

^*   Net revenues means the revenues left after subtracting expenses and refunds. These are determined by DOODLY, at DOODLY’s sole discretion, and are deducted from affiliate payment amounts.

Commissions will be tracked via dedicated unique links provided by DOODLY. Each affiliate is required to use the link provided in advance of the promotion, in order to enable proper tracking. Commissions cannot be paid if the affiliate fails to use the correct link. Commissions will be paid for revenue received net of refunds. Commissions will be paid within 30 days of the completion of any promoted launch – completion including the end of the 30 day money-back return guarantee as well as the completion of any payment plans (where applicable).

All payment processing shall be performed by DOODLY.

3.    Confidentiality:

• None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.

4.    Independent Contractors:

The parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliates shall not represent themselves to be agents or representatives of DOODLY.

5.    Termination:

• Upon thirty (30) days prior written notice, either party may terminate this Agreement.
• DOODLY may terminate this agreement immediately, for cause, which shall include but not be limited to:
  • Conduct by Affiliate which detracts from the good reputation of DOODLY and DOODLY’s Product;
  • Complaints from consumers about Affiliate;
  • Misuse of the names or image of speakers or faculty who appear in DOODLY programs in a manner not consistent with the goals, branding and intent of DOODLY and its programs;
  • The use of branded keywords or keyword phrases via paid media (i.e. Doodly, Doodley, and so on);
  • Any deviation by Affiliate from the highest standards of professional and commercial conduct; or
  • Affiliate’s breach of the terms of this Agreement.

6.    Integration:

This agreement sets forth all of the terms of DOODLY’s Affiliate program.

7.    Indemnification:

The parties hereby agree to save and hold each other (and their respective corporate affiliates) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties and expenses (including reasonable attorneys’ fees and expenses) which may arise in any action, claim or proceeding against them, or any of them, for or by reason of: (a) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (b) any breach of any representation, warranty or covenant hereunder, or (c) the sale, marketing, advertisement or promotion of DOODLY’s programs.

8.    Choice of Law:

This Agreement shall be construed in accordance with the laws of the state of Ohio. All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party will be settled by arbitration by the American Arbitration Association in Columbus, Ohio in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. This agreement to arbitrate will survive any termination or expiration of this Agreement.