Digital Product Licensing Agreement

THE FUNNEL ACADEMY MEMBERSHIP PARTNER PROGRAM AGREEMENT

Effective Date: February 1, 2025
Issued By: The Funnel Academy, Denise Castillo, Founder

This Membership Partner Program Agreement ("Agreement") is made effective as of the date of acceptance by and between The Funnel Academy ("Licensor") and the Membership Partner ("Partner"). The Licensor and Partner may be referred to individually as a "Party" and collectively as the "Parties."

1. Grant of License & Partner Status

1.1 Membership Partner Program Model

• The Funnel Academy grants the Partner a non-exclusive, non-transferable, and revocable license to promote and refer customers to The Funnel Academy Membership ("Membership").
• Partners are considered independent marketing partners operating under The Funnel Academy’s Membership Partner Program.
• This is NOT a resale agreement—the Partner does not own the Membership but earns commissions for successful referrals.

1.2 100% Commission on One-Time Membership Fee

• Partners receive 100% commission per sale of the initial one-time $197 membership fee.
• Partners process payments through their own sales funnels, and The Funnel Academy does not handle payment processing for the Partner’s referred customers.

1.3 50% Recurring Commission on Monthly Membership Fees

• Partners receive 50% recurring commission for every member they refer who continues paying the $10/month membership fee (or the agreed-upon grandfathered price).
• Membership commissions are paid by The Funnel Academy.

1.4 Membership Requirement for Participation

• Partners must maintain an active $10/month membership (or the agreed-upon grandfathered price) to access training, community support, and retain their ability to earn commissions.
• If a Partner fails to pay the monthly membership fee, they:
  • Lose access to The Funnel Academy Membership & Community.
  • Lose their ability to continue promoting and earning commissions.
  • Forfeit all commissions from the $10/month membership program.

2. Intellectual Property Rights

• The Funnel Academy retains all intellectual property rights to the Membership, including copyrights, trademarks, and training materials.
• Partners may not modify, adapt, or create derivative works from The Funnel Academy Membership content.
• Unauthorized distribution, sharing, or reproduction of Membership content will result in immediate terminationfrom the program.

3. Compliance with Laws & Marketing Restrictions

3.1 Compliance with Applicable Laws

Partners must adhere to all applicable laws in their country, including but not limited to:

• United States Federal and State Laws
• UK Competition Act 1998 (United Kingdom)
• Sherman Antitrust Act (United States)
• Article 101 TFEU (EU Competition Law) (European Union)
• Competition Act (Canada)
• Competition and Consumer Act 2010 (Australia)
• General Data Protection Regulation (GDPR) for the EU
• California Consumer Privacy Act (CCPA) for the USA

3.2 Pricing Standard is NOT a Price Restriction

• Partners acknowledge that The Funnel Academy’s $197 minimum price is a brand standard, not a forced price.
• The one-time payment of $197 plus the $10/month membership fee must be received for approval into the SKOOL community and training.
• If a Partner sells below $197, their customer will not be approved access to the training and community, and they will be responsible for addressing the issue with their customer.

3.3 Marketing & Ethical Promotion

• Partners must not make misleading income claims or guarantee earnings.
• Partners must comply with FTC guidelines (USA), UK Consumer Protection laws, and GDPR regulations (EU).
• Partners may not use The Funnel Academy’s name, logo, or brand in deceptive or unethical ways.

4. GDPR & Data Privacy Compliance

4.1 Data Collection & Processing

• The Funnel Academy acts as the Data Controller, while Partners act as Data Processors when handling personal data.
• Partners must obtain explicit user consent before collecting, storing, or processing customer data.
• Partners must not share, sell, or misuse personal data.

4.2 User Data Rights (GDPR Compliance)

• Customers have the right to access, correct, delete, or export their personal data.
• Data requests must be processed within 30 days of receipt.

4.3 Data Retention Policy

• The Funnel Academy does not store or retain customer payment data.
• Partner tracking and commission records may be retained as required for tax and compliance purposes in accordance with applicable laws.

4.4 Data Breach Notification

• If a data breach occurs, affected customers and relevant authorities will be notified within 72 hours as per GDPR requirements.

5. Restrictions

• The Partner agrees to:
  • Not modify, adapt, or create derivative works from the Membership content without prior written consent from the Licensor.
  • Notify the Licensor immediately of any unauthorized use or distribution of the Membership content.
  • Refrain from using the Licensor’s name, trademarks, or other intellectual property in ways that imply endorsement not associated with the Membership.
  • Abide by ethical marketing practices, including compliance with FTC guidelines on disclosures.
  • Avoid selling the Membership on auction sites (e.g., eBay) or platforms like Etsy.
  • Avoid selling in Systeme.io Marketplace

6. Partner Termination & Violation Penalties

6.1 Failure to Maintain Pricing Compliance

• If a Partner sells below $197, their customer will not be approved access to the training and community, and they will be responsible for addressing the issue with their customer.

6.2 Failure to Maintain Active Membership

• If a Partner fails to pay their membership fee, they:
  • Immediately lose access to The Funnel Academy Membership & Community.
  • Lose the ability to promote the membership.
  • Forfeit all commissions from the $10/month membership program.

6.3 No Refunds or Compensation Upon Termination

• If a Partner loses their account due to violations, no refunds or compensation will be provided.
• Partners may reapply for a new account, subject to approval.

7. Governing Law & Dispute Resolution

7.1 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of Florida, USA, except where local jurisdiction requires otherwise.

7.2 Dispute Resolution

• Disputes shall first be resolved through mediation or arbitration before any legal action is taken.

8. Indemnification

• The Partner agrees to indemnify, defend, and hold harmless The Funnel Academy, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to:
  • The Partner’s sale or distribution of the Membership.
  • Breach of this Agreement by the Partner.
  • Any non-compliance with laws or regulations.

9. Miscellaneous

• This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior negotiations, understandings, and agreements between the Parties.
• This Agreement may only be amended or modified in writing, signed by both Parties.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. Acceptance of Terms

By joining the Membership Partner Program, the Partner acknowledges and agrees to all terms outlined in this Agreement.

Licensor:
Denise Castillo
The Funnel Academy
PO Box 412
Winter Park, FL 32790
info@thefunnelacademy.com