Affiliate & Partner Program Agreement

1. Acceptance and electronic signature

You accept this Agreement by checking the acceptance box on the application form, by signing it electronically, or by taking part in either program, whichever happens first. Your electronic acceptance or signature has the same legal effect as a handwritten signature under the federal E-SIGN Act and Nevada's Uniform Electronic Transactions Act. If you accept on behalf of a company, you confirm you are authorized to bind it, and “you” includes that company.

You must be at least 18 years old. Applying doesn't make you an affiliate or partner. We approve or decline applications at our sole discretion and don't have to give a reason.

2. Definitions

• Referral Link: the unique link we give you after approval (any liveppcads.com page with your code in the ?ref= parameter).
• Management Fee: the recurring monthly fee a client pays us for managing its advertising accounts. It does not include advertising spend paid to Google, Meta, Microsoft or any other platform; setup, onboarding or audit fees (including the $100 Google Ads audit); creative, video, AI video, design, landing page or other production fees; performance, revenue-share or bonus fees; one-time projects; taxes; late fees; or pass-through costs.
• Net Management Fee: the Management Fee we actually receive and keep for a month, after any discount, credit, refund, chargeback or write-off.
• Maximum Retainer: $1,499, our maximum standard monthly management retainer. Commissions are calculated on no more than this amount per client per month, whatever the client actually pays.
• Qualified Referral: a referral that meets every condition in section 3.

3. Qualified referrals

A referral is a Qualified Referral only if all of the following are true:

1. Your application was approved and you signed this Agreement before the business first contacted us.
2. The business first came to us through your Referral Link, as shown in our tracking records. A mention of your name, a forwarded email or an introduction without your Referral Link does not qualify.
3. The business signed our client agreement for ongoing monthly management and paid its first Management Fee invoice within 90 days of its first visit through your Referral Link. A business that only buys a one-time service, such as the $100 Google Ads audit, is not a Qualified Referral.
4. The business is not, and in the previous 12 months was not, our client, and was not already in contact with us (a call, a proposal, an application or an exchange of emails) in the previous 12 months.
5. The business is not you, your own company, a company you own or control, or your employee, contractor or immediate family member, and you are not an owner, officer or employee of the business.
6. You found and referred the business in compliance with section 8.

Our tracking records decide attribution. We are not responsible for referrals that can't be tracked because of ad blockers, cleared browser data, a different device or any other technical reason. If more than one affiliate or partner claims the same business, the first Referral Link the business arrived through counts; we may, at our discretion, split a commission. We decide, at our sole discretion, whether to accept any business as a client, and a business we decline or that doesn't become a paying client earns nothing.

4. Affiliate commissions

Who the program is for. The Affiliate Program is designed for sales professionals who refer clients to us on an ongoing basis. One-time referrals are always welcome. Live PPC Ads may, at its sole discretion and on a case-by-case basis, compensate a one-time referral even if it doesn't meet every requirement in this Agreement, in an amount and form we choose (for example a fixed fee or a credit on your own account). Any such payment is a courtesy, not an obligation, and doesn't create a right to future payments or change any other part of this Agreement.

First-month commission, earned at the second month. For each Qualified Referral you earn 100% of the client's first month's Net Management Fee, calculated on no more than the Maximum Retainer. Because our clients are month-to-month and we deliver the first month's work in full, this commission is earned only when the client pays its second monthly Management Fee invoice. If the client cancels, pauses or doesn't pay for its second month, no first-month commission is earned.

Recurring commission and active status. From the client's second month on, you earn 10% of its monthly Net Management Fee, calculated on no more than the Maximum Retainer (so at most $149.90 per client per month), for every calendar month in which you are active. Each referred client's own second month always counts as active for that client. After that, you are active in a calendar month only if a new referral of yours started paying us in the previous calendar month and goes on to pay its second monthly invoice.

If a calendar month passes in which no new referral of yours starts paying us, your recurring commissions on all of your past referrals end from the following month and are not reinstated by later referrals. Referrals you make after that earn the first-month commission and their own recurring commission under the same rule.

When commissions stop for a client. Commissions on a client stop when it stops paying, ends or pauses its service, or is terminated for non-payment, and they follow any discount or credit we give it. We may change our services, pricing and client terms, and accept, keep or end any client relationship, at our discretion. You are not owed a commission on fees we don't collect.

5. Partner Program

Partners sell our management services to their own contacts. Each partner-sourced client signs our client agreement and is billed by and pays Live PPC Ads. For each partner-sourced client we accept, the partner earns 80% of that client's monthly Net Management Fee, for every month the client keeps paying us and the partner remains in good standing under this Agreement. The active-status rule in section 4 does not apply to partners.

Partners quote only the prices, terms and services we approve in writing, collect no money from clients, and make no promise of results. Sections 2, 3 (other than the Referral Link requirement, which we may replace with written registration of each prospect before their first call with us), 6 to 18 apply to partners in full.

6. Payments, statements and taxes

• A commission is earned only when the client payment it depends on has cleared (for the first-month commission, the client's second monthly payment). We pay earned commissions within 30 days after the end of the calendar month in which they were earned, by direct deposit or PayPal, with a statement of your referrals and commissions.
• Balances under $50 roll over to the next payment.
• You must give us accurate payment details and a completed IRS Form W-9 (or W-8BEN if you are outside the United States) before we pay. We may withhold where the law requires and issue tax forms as required. You are responsible for your own taxes.
• If you think a statement is wrong, tell us in writing within 60 days of receiving it. After that it is final and binding. Payments we can't make because your details are wrong or missing for 12 months are forfeited.
• If you are also our client, we may, with your agreement, apply commissions as a credit to your account instead of paying cash.

7. Refunds, chargebacks and set-off

No commission is earned on any amount that is refunded, charged back, credited or not collected, or on any referral obtained through fraud or a breach of this Agreement. If we already paid it, we may deduct it from your future payments. If no future payments are due, you agree to repay it within 30 days of our written request. We may also set off any amount you owe us against any amount we owe you.

8. How you may promote us

You agree that you will:

• comply with all applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act and state telemarketing and privacy laws: no unsolicited bulk email, and no calls or texts to anyone without the consent the law requires;
• clearly disclose that you may earn a commission when you recommend us, as the FTC Endorsement Guides require;
• not promise or imply results, rankings, returns, pricing, discounts or guarantees, and not describe our services in any way that is inconsistent with what we publish;
• not present yourself as Live PPC Ads, our employee or our agent, and not sign, negotiate or accept payment for anything on our behalf;
• not bid on “Live PPC Ads,” “liveppcads,” “Ad Campaign Concierge” or any misspelling or variation of them in any paid search or social advertising, and add them as negative keywords to any automated campaign;
• not use our names or trademarks in any domain, subdomain, social media account name or ad account name;
• not use cookie stuffing, forced clicks, hidden or masked links, misleading redirects, coupon or deal sites, incentivized clicks, or post your Referral Link on our own pages, profiles or ads; and
• not make false, misleading or disparaging statements about competitors or anyone else.

We may ask you to change or remove any material that refers to us, and you will do so within 48 hours.

9. Our name and materials

While you are approved, we grant you a limited, revocable, non-exclusive, non-transferable license to use our name, logo and the materials we provide, only to promote us under this Agreement and without changing them. All rights in our names, trademarks, content, case studies, methods and the Ad Campaign Concierge™ system remain ours. The license ends when this Agreement ends.

10. Confidentiality

Anything non-public you learn from us, including pricing, proposals, client identities and results, client data, our processes and the commission terms of any individual arrangement, is confidential. You will use it only to take part in the program, won't disclose it, and will return or delete it when we ask or when this Agreement ends. This lasts for three years after the Agreement ends, and for as long as the law protects it for trade secrets and client data.

11. Non-solicitation and non-circumvention

During this Agreement and for 12 months after it ends, you will not, directly or through anyone else:

• encourage any client you referred, or any other client of ours you learned about through the program, to end, reduce or move its business from us, or offer it competing paid advertising management services;
• solicit or hire any of our employees or contractors, or encourage them to leave us; or
• go around us to deal directly with a business you referred to us, or that we introduced to you, for the services we provide, in order to avoid paying or sharing fees.

12. Independent relationship; no guarantee of earnings

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, agency or fiduciary relationship. You pay your own costs. The programs are non-exclusive: we may work with any number of affiliates and partners and sell directly anywhere, and you have no territory.

What you earn depends on your own efforts. We don't promise any level of income, any number of clients, or that any referred business will become or remain a client.

13. Term, termination and what survives

This Agreement runs until either of us ends it. You may end it at any time by email. We may end it at any time by email with 7 days' notice, or immediately if you breach it, act fraudulently or in a way that harms our reputation, or stop being able to receive payments.

When it ends, your Referral Link stops counting. For affiliates, recurring commissions end with it, because no new referral can keep you active; first-month commissions for Qualified Referrals that signed before the end date are still paid. For partners, the 80% share continues for partner-sourced clients that signed before the end date as long as they keep paying and the partner keeps complying with sections 8, 10 and 11. If we end the Agreement because of your breach or fraud, all unpaid commissions are forfeited.

Sections 2, 6, 7, 10, 11, 12, 14, 15, 16, 17 and 18, and any payment obligation that is already due, survive the end of this Agreement.

14. Disclaimer and limitation of liability

The programs are provided “as is.” To the fullest extent the law allows, we disclaim all warranties, express or implied. We are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or opportunity, however caused, even if we were told they were possible. Our total liability to you for all claims arising out of or relating to this Agreement or the programs is limited to the commissions we paid you in the six months before the event giving rise to the claim.

15. Indemnification

You will defend, indemnify and hold harmless Live PPC Ads and its owners, employees and contractors from all claims, losses, penalties, damages and costs, including reasonable attorneys' fees, arising out of your breach of this Agreement, your marketing or promotion, any statement you make about us, or your violation of any law or third-party right.

16. Disputes, governing law and jury waiver

Before starting any claim, the party with the dispute will email the other a written description of it, and both will try in good faith to resolve it for 30 days. This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-law rules. Any claim that isn't resolved will be heard exclusively in the state or federal courts located in Clark County, Nevada, and both of us consent to their jurisdiction. Either of us may seek injunctive relief in any court for a breach of sections 9, 10 or 11. The prevailing party in any action is entitled to its reasonable attorneys' fees and costs.

Each party waives its right to a jury trial and to bring or join any class, collective or representative action. Any claim you have arising out of or relating to this Agreement must be brought within one year after it arises, or it is permanently barred.

17. Changes to this Agreement

We may change this Agreement or the programs, including commission rates and rules, by posting the updated version on this page and emailing approved affiliates and partners at least 30 days before the change takes effect. Changes apply to commissions earned after the effective date. If you don't agree, you may end this Agreement before then; continuing to take part afterwards means you accept the change.

18. General

• Entire agreement. This Agreement is the entire agreement about the programs and replaces any earlier statements, including anything on our program pages. A special arrangement for a particular referral is valid only if we confirm it in writing (email is enough), and then only for that referral.
• Assignment. You may not assign or transfer this Agreement or any commission without our written consent. We may assign it, including to a successor of our business.
• Notices. We send notices to the email address you gave us; you send them to ilya@liveppcads.com. Email notices take effect when sent.
• Severability and waiver. If any part is held unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. Not enforcing a right is not a waiver of it.
• Force majeure. Neither of us is responsible for delays caused by events beyond our reasonable control.
• Compliance. You will not offer or pay anything of value to anyone to improperly win business for us, and you confirm you are not subject to sanctions that would make it unlawful for us to pay you.

Contact

Questions about this Agreement: ilya@liveppcads.com. Program pages: Affiliate Program and Partner With Us.