Welcome to the 540 Affiliate Partner Program!

This Affiliate Partner Agreement (“Agreement”) is entered by and between Jaime Ellithorpe, LLC dba 540 Strategies, with address 624 W. University Drive, #226 Denton, TX 76201 United States referred to in this Agreement as the (“Company”), and the Affiliate Partner ("Affiliate")

 Company and Affiliate are sometimes referred to collectively as the (“Parties”) and individually as a (“Party”). Whereas the Affiliate is affirmed as a good fit for the Program so the Parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

 •    Program: The 540 Affiliate Partner Program.

•    Company: The entity that is offering the Affiliate Partner Program.   

• Affiliate: A business, individual, or entity that has been accepted into the Program and is authorized to promote the Company’s services in exchange for Commission-based compensation.

• Party: References either the Company or Affiliate individually.

• Parties: References both the Company and the Affiliate.

• Qualified Lead: A professional who matches the ideal customer profile (ICP) for the Company and who has demonstrated some sort of need to have a marketing and sales system leveraging the LinkedIn platform for their business.

• Referral: A Qualified Lead who has been directed to the Company through the Affiliate’s unique tracking link.

• Qualified Customer: A Referral who was not already in discussions with the Company to become a client and who has purchased one of the service packages that is offered in the Program via the Affiliate’s link.

• Commission: The monetary compensation paid to the Affiliate based on the successful conversion of a Referral into a Qualified Customer, calculated in accordance with the Company’s Commission structure and payment terms.

•   Net Revenue: The Affiliate’s Commission minus chargebacks, refunds, discounts, credits, taxes, and transaction fees.

• Portal: The online software used to house all the Company’s marketing materials as well as the hub for tracking Referrals, Commissions, and Net Revenue.

• Confidential Information: All non-public information about the Company or the Affiliate that includes, but is not limited to, business strategies, client lists, financial information, marketing plans, trade secrets, proprietary processes, and any other information that is designated as confidential or should reasonably be understood as confidential due to its nature.

2. Registration and Onboarding Process

After the Affiliate signs this Agreement, the Affiliate will receive an online link to register for the Program and establish an online account within the Company’s Portal. As part of the registration process, the Affiliate must choose an approved payment method: PayPal, Wise, Wire/SWIFT, local bank, or Crypto so that Commissions can be distributed correctly. Any fees associated with the selected payment method will be taken out of the Affiliate’s payout. Following successful registration, the Company will schedule a Kick-Off meeting with the Affiliate to ensure the Affiliate's Portal is properly configured for Commissions, the Affiliate has received a copy of the signed Agreement, and the Affiliate has access to all the marketing and branding information to successfully promote the Program.

3A. Revenue Share

The Company will pay the Affiliate a one-time 15% Commission on the Net Revenue from each Qualified Customer the Affiliate refers. All Referrals are tracked through the Affiliate’s custom link and Commissions will be paid accordingly. Enterprise or custom deals are not Commissionable unless agreed in writing. If a Referral was already engaged with the Company, no Commission will be paid.

3B. Payment of Commissions

Payouts are automatically generated on a NET-30 basis, meaning 30 days after the end of each month. For example, Commissions earned in September will have payouts generated on October 30th. Commissions will be distributed via the payment method the Affiliated has on file in the Portal.  The Affiliate will receive an email notification whenever a Commission has been processed. The Affiliate can also track Commissions in the Portal. Commissions are paid in USD and any applicable transaction fees will be deducted from the payout amount. If a transaction results in a chargeback, refund, or is found to be fraudulent or in violation of the Agreement, the associated Commission will be withheld or offset from Commissions otherwise owed to the Affiliate. The Company is not responsible for payment delays due to incorrect payment account details or issues beyond the Company’s control. By participating in the Program, the Affiliate is responsible for reporting earnings and complying with applicable tax regulations in the Affiliate’s jurisdiction. Please contact [email protected] to resolve payment issues.

4. No Partnership or Joint Venture
Nothing in this Agreement shall be construed or interpreted as creating or implying any joint venture, partnership, employment, agency relationship, or fiduciary duty between the Company and the Affiliate. The Affiliate is acting as an independent contractor and has no authority to bind, represent, or act on behalf of the Company in any capacity. The Affiliate shall not act as an agent, employee, or partner of the Company, nor shall the Affiliate make any representations or commitments on the Company’s behalf.

5. Referral Process

All Referrals are tracked by the Affiliate link used to introduce them to the Company. If two Affiliates make the same Referral, the Referral will be associated with the Affiliate whose link was entered into the Portal first. Once the Referral has been made, the Company will reach out to the Referral to schedule a consultation, and the Affiliate will receive an email notification that the Referral has been successfully entered into the Portal. The Company will contact the Affiliate via email with an update on the Referral once the consultation has been completed as to whether the Referral became a Qualified Customer.

6A. Self-Referrals

The Affiliate is not permitted to sign up for the Program using the Affiliate’s own affiliate link, including but not limited to sign-ups made through accounts owned, controlled, or influenced by the Affiliate, the Affiliate’s immediate family members, or any business entity in which the Affiliate has a financial interest.

6B. Breach of Referrals

The Company reserves the right to audit the Affiliate’s accounts at any time to ensure compliance with this policy. Any determination made by the Company regarding self-Referral violations shall be final, and no exceptions will be granted.

7A. Marketing

The Company will provide the Affiliate with marketing materials to promote and share the Program with potential Referrals. The Affiliate may use the Company’s logo on the Affiliate’s website and marketing materials, provided that the Affiliate uses only the logos and branding assets available in the Portal. All custom marketing including website content, advertisements, and promotions featuring the Company’s branding that is not available in the Portal must receive prior written approval before publication or distribution. In addition, the Affiliate must adhere to all rules and regulations set forth by the platforms the Affiliate uses for advertising, marketing, or business development and must ensure compliance with applicable laws and ethical marketing standards. Unauthorized use of the Company’s marketing materials may result in revoking brand usage, termination of the Affiliate’s Commissions and participation in the Program, and potential legal action.

7B. Non-Compete

The Affiliate is prohibited from engaging in any other activities that are competitive to the Program during the term of the Agreement and for a period of 2 years after termination. The Affiliate shall not for a period of 2 years solicit any of the Company’s other Affiliates to leave the Program following termination of the Agreement.

8. Communication and Support

To further support the Affiliate’s ongoing success, the Company will send email notifications as needed about new offers and Program updates, and the Affiliate will also have access to a dedicated support contact for any immediate assistance. The Company will also send quarterly emails with a link to schedule a Partner meeting to discuss new Referrals, Qualified Customer statuses, payouts, and answer any questions related to the Program. 

9. Recordkeeping and Reporting

Commission reporting is available in the Portal and can be exported from the Portal at any time by the Affiliate. If a chargeback, refund, or discount occurs after a Commission is paid, adjustments will be made in the next payment cycle. The Affiliate must maintain accurate records of Referral activities for at least three years and must notify the Company of any contact information changes within 10 business days. If these policies are violated, the Affiliate will be terminated in the Program.

10. Abuse or Attempting to Mislead
The Company does not tolerate any attempts to abuse the Program and reserves the right to review the Affiliate’s records and activities. Any attempt to mislead, manipulate, or defraud the Company, its Affiliates, or potential customers—including but not limited to false claims, misrepresentation, unauthorized brand use, deceptive marketing practices, artificially inflating Referrals, self-Referrals or attempts to circumvent this policy—including, but not limited to, creating multiple accounts, using different email addresses, or registering under a related entity—the Affiliate’s account will be permanently banned, and any Commissions not yet paid will be forfeited.

11. Confidentiality

Both Parties agree to treat all non-public information obtained from each other as Confidential Information and shall not disclose such information to any third party or use such information for personal gain without prior written consent, except as required by law. Each Party agrees to take reasonable measures to protect Confidential Information and to restrict access only to employees, contractors, or agents who need to know such information to fulfill their obligations under this Agreement and who are bound by similar confidentiality obligations. Upon termination of this Agreement, both Parties shall promptly return or destroy all Confidential Information, upon request by the disclosing Party. The obligations of confidentiality shall survive the termination of this Agreement so long as the information remains confidential. Any unauthorized disclosure or use of Confidential Information may cause irreparable harm, and the disclosing Party shall be entitled to seek injunctive relief and any other legal remedies available.

12. Intellectual Property

All intellectual property, including trademarks, copyrighted materials, proprietary strategies, courses, books, and marketing content (“540 Strategies IP”), remains the exclusive property of the Company, whether pre-existing or developed due to an Affiliate’s suggestion under this Agreement. The Affiliate only has permission to use the Company’s IP for marketing and promotional purposes as outlined in the Marketing 7A section of this Agreement. Affiliates must report any suspected infringement of this provision, and any unreported violations may result in termination of the Affiliate’s Commissions and participation in the Program and potential legal action.

13. Data Protection

The Company collects and processes Affiliate information, including contact details, payment data, and Referral tracking through third-party platforms such as Stripe and Go High Level to facilitate Commission payments and ensure legal compliance. The Affiliate’s information is securely stored, encrypted, and shared only with authorized third parties when necessary for Program administration. By participating in the Program, the Affiliate consents to the collection and processing of their data as described in this provision. Third-party service providers used for processing payments and tracking Referrals have their own privacy policies, and the Company encourages the Affiliate to review them. The Affiliate’s rights include the ability to access, correct, or request deletion of data. The Company retains the Affiliate’s data only for as long as necessary to fulfill contractual obligations, comply with legal requirements, and maintain Program records. In the event of a data breach, the Company will notify the affected Parties in accordance with applicable laws. Please contact the Company at [email protected] with privacy-related inquiries or concerns.

14. Representation and Warranties

Both Parties warrant that they have the full power and authority to enter into and perform their obligations under this Agreement. Each Party further represents and warrants that:

·        Its performance under this Agreement will comply with all applicable laws, regulations, and industry standards;

·        Entering into and performing this Agreement does not and will not conflict with any other contract, obligation, or duty it has with any third party;

·        It owns or has the necessary rights, licenses, or permissions for any intellectual property provided under this Agreement and that such use does not infringe upon any third-party rights;

·        There is no pending or threatened litigation that would materially impact its ability to fulfill its obligations under this Agreement; and

·        If applicable, it will handle any personal data or Confidential Information in compliance with all applicable data protection laws. Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and Affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (i) the Affiliate’s breach of this Agreement; (ii) any misrepresentation, fraudulent act, or omission by the Affiliate in connection with participation in the Program; (iii) any violation of applicable laws, regulations, or third-party rights; or (iv) the Affiliate’s marketing practices, including but not limited to false or misleading advertising, unauthorized representations, or misuse of the Company’s intellectual property. The Company reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate, in which case the Affiliate agrees to cooperate with the Company in asserting any available defenses.

16. Liability

Except for indemnification obligations under Section 17 and a breach of confidentiality obligations under Section 11, neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, loss of business, or loss of data, even if advised of the possibility of such damages. The Company’s total aggregate liability to the Affiliate arising out of or related to this Agreement shall not exceed the total amount of Commissions paid to the Affiliate under this Agreement in the twelve (12) months preceding the claim.

17. Dispute Resolution

Any controversy or claim arising out of or related to this Agreement or breach thereof, which the Parties hereto are unable to resolve after at least thirty (30) days of good faith negotiations shall be resolved by a court having jurisdiction in Denton County, TX. THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. In the event there is a controversy or claim arising out of or related to this Agreement or breach thereof, then this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to its choice-of-law and conflicts-of-laws rules.

18. Term and Termination

This Agreement begins on the Effective Date and continues month over month unless terminated by either Party with at least thirty (30) days’ written notice. The Company may terminate this Agreement immediately upon written notice if the Affiliate breaches any material term, engages in fraud, unlawful activity, or harm to the Company’s reputation or business interests.

Upon termination, the Affiliate must:

1.      Cease all promotional activities related to the Company’s products or services.

2.     Remove the Company’s related content, ads, or marketing materials within 10 business days.

3.      Return or destroy Confidential Information and discontinue use of the Company’s trademarks and proprietary materials.

Commissions & Suspension:

·        Earned, unpaid Commissions up to the termination date will be paid per the Agreement, except in cases of breach or misconduct, where Commissions are forfeited.

·        The Company may suspend Commission payouts during investigations of suspected violations.

Survival & Disputes:
Confidentiality, indemnification, intellectual property, liability limitations, and dispute resolution provisions shall survive termination. Any Commission or contractual disputes will be handled per the Agreement’s dispute resolution terms.

19. Changes to the Terms of Service
The Company reserves the right to amend the Terms of Service for the Program at any time. The Affiliate will be provided with written notice of any changes to the Terms of Service via email, at which point the Affiliate may respond in writing within 7 business days to opt out of the Program. Opt-out requests must be submitted to support@ jaimeellithorpe.com and will take effect upon confirmation of the email notice. Should the Affiliate decide to terminate, the Affiliate is entitled to receive Commissions for each Qualified Customer still in the Program, with the Terms of Service in effect immediately prior to the changes in the Terms of Service.

20. General Notices

All notifications including Program changes or updates, Referral and Commission information, investigations, and breaches to this Agreement will be sent to the Affiliate’s email address on file in the Portal. It is the Affiliate's responsibility to update the Portal with new contact information in order to receive timely communications, and the Company will be held harmless for any miscommunications due to a lack of such updates.

21. Force Majeure
Neither Party shall be liable for any failure or delay in the performance of their obligations under this Agreement due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor strikes, pandemics, governmental actions, or failure of suppliers or subcontractors. If such an event occurs, the affected Party shall notify the other Party as soon as possible and take reasonable steps to mitigate the impact of the delay or failure to perform.

22. Entire Agreement and Amendments
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements, and understandings, whether oral or written. Each Party acknowledges that they have not relied upon any representations, promises, or statements not expressly set forth in this Agreement. Any amendments to this Agreement other than changes to the Terms of Service provided for in paragraph 19 must be proposed in writing by either Party. The proposed changes will be reviewed and discussed to ensure mutual clarity and agreement. Once terms are finalized, amendments must be documented in writing and signed by authorized representatives of both Parties. The amendments will take effect only upon signature and the specification of an effective date. A copy of the updated Agreement will be provided to both Parties for their records. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. In the event of any conflict between this Agreement and any other prior or contemporaneous communications, the terms of this Agreement shall prevail.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

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