YOQI® AFFILIATE AGREEMENT
This Affiliate Agreement (“Agreement”) is entered into by and between YOQI® Productions LLC, a United States company ("YOQI®," "Company," "we," "our," or "us"), and the individual or entity approved to participate in the YOQI® Affiliate Program ("Affiliate," "you," or "your").
By applying to or participating in the YOQI® Affiliate Program, you agree to the terms and conditions set forth below.
1. PURPOSE
The purpose of this Agreement is to establish the terms under which Affiliate may promote approved YOQI® products and receive commissions for qualifying sales generated through Affiliate's unique referral link.
Participation in the Affiliate Program does not create an employment relationship, partnership, agency, franchise, joint venture, instructor certification, ambassador status, or any other business relationship between Affiliate and YOQI®.
2. DEFINITIONS
Eligible Products – Products designated by YOQI® as commissionable products.
Affiliate Link – The unique referral link or discount code assigned to Affiliate.
Net Sales – Gross sales revenue minus refunds, chargebacks, payment processing fees, taxes, discounts, credits, promotional adjustments, and any other sales reversals.
Commission – Compensation earned by Affiliate on qualifying Net Sales.
3. ELIGIBLE PRODUCTS
Affiliate may earn commissions only on products designated by YOQI® as eligible for affiliate commissions.
YOQI® reserves the right to add, modify, suspend, or remove Eligible Products at any time without prior notice.
4. COMMISSIONS
Affiliate shall earn commissions at the rates published within the affiliate platform or otherwise communicated by YOQI®.
Commissions are calculated on Net Sales only.
No commission shall be paid on:
• Self-purchases
• Refunded purchases
• Chargebacks
• Fraudulent transactions
• Duplicate transactions
• Transactions generated in violation of this Agreement
YOQI® reserves the right to modify commission rates, payout schedules, commission structures, or program incentives at any time.
5. PAYMENT TERMS
Commission payments are issued quarterly following expiration of applicable refund periods.
Payments may be made through methods approved by YOQI®, including but not limited to PayPal, bank transfer, wire transfer, or cryptocurrency.
Affiliate is responsible for maintaining accurate payment information.
Minimum payout threshold: USD $100.00
YOQI® may withhold payments pending investigation of suspected fraud, abuse, policy violations, commission disputes, or other activities deemed harmful to the Program.
Unclaimed commissions remaining unpaid for twelve (12) months may be forfeited.
6. TAX RESPONSIBILITIES
Affiliate is solely responsible for all taxes arising from commissions earned under this Agreement.
Affiliate shall provide any tax documentation reasonably requested by YOQI®.
YOQI® shall not be responsible for withholding taxes except where required by law.
Affiliates are not entitled to employee benefits, insurance, retirement plans, workers compensation, unemployment benefits, or any similar benefits.
7. INDEPENDENT CONTRACTOR STATUS
Affiliate is an independent contractor.
Affiliate is not:
• An employee of YOQI®
• A representative of YOQI®
• A partner of YOQI®
• An agent of YOQI®
• A YOQI® Ambassador
• A Certified YOQI® Instructor
Affiliate has no authority to bind YOQI® to any obligation or agreement.
8. NO AUTHORITY TO REPRESENT YOQI®
Affiliate shall not:
• Represent themselves as speaking on behalf of YOQI®
• Offer customer support on behalf of YOQI®
• Negotiate agreements on behalf of YOQI®
• Make promises, guarantees, or commitments on behalf of YOQI®
• Present themselves as an official representative of YOQI®
• Hold themselves out as a YOQI® employee, instructor, ambassador, mentor, coach, contractor, or spokesperson
Affiliate must clearly identify themselves as an independent affiliate.
9. INSTRUCTOR CERTIFICATION DISTINCTION
Participation in the YOQI® Affiliate Program does not grant:
• Instructor Certification
• Teaching Authorization
• Ambassador Status
• Mentor Status
• Permission to teach the YOQI® Method
Affiliate may not imply endorsement, certification, authorization, partnership, or teaching credentials unless separately granted by YOQI® in writing.
10. INTELLECTUAL PROPERTY AND BRAND RESTRICTIONS
All trademarks, copyrights, logos, course names, videos, images, designs, manuals, graphics, software, websites, educational materials, and intellectual property associated with YOQI® remain the exclusive property of YOQI®.
Participation in the Affiliate Program does not grant Affiliate any ownership rights, trademark rights, licensing rights, teaching rights, or branding rights.
Affiliate may not:
• Use the YOQI® logo
• Use YOQI® certification badges
• Use YOQI® Ambassador branding
• Modify, recreate, or imitate YOQI® branding
• Create websites, domains, groups, communities, or social media accounts containing YOQI®
• Register trademarks or business names incorporating YOQI®
• Use YOQI® trademarks in paid advertising without written permission
• Present marketing materials as official YOQI® communications
Affiliate may only use promotional materials specifically provided and approved by YOQI®.
All goodwill arising from promotion of YOQI® products belongs exclusively to YOQI®.
11. PROTECTION OF THE YOQI® METHOD
Affiliate acknowledges that the YOQI® Method, training system, Six Phases of Qi Flow™, Intentional Flow™, educational structures, class formats, terminology, training materials, teaching methodologies, and proprietary systems are confidential and proprietary intellectual property of YOQI®.
Participation in the Affiliate Program does not grant any right to teach, reproduce, adapt, license, certify, commercially exploit, or create derivative works from the YOQI® Method or any portion thereof without prior written authorization from YOQI®.
12. PROFESSIONAL CONDUCT
Affiliate shall promote YOQI® honestly, ethically, and professionally.
Affiliate shall not:
• Engage in deceptive marketing
• Use spam or unsolicited marketing
• Make misleading statements
• Damage the reputation of YOQI®
• Harass prospective customers
• Engage in unlawful marketing practices
• Engage in abusive, discriminatory, defamatory, or unethical conduct
YOQI® reserves the sole right to determine whether Affiliate conduct is harmful to the YOQI® brand.
13. HEALTH, MEDICAL, AND INCOME CLAIMS
Affiliate shall not make any statement that:
• YOQI® products diagnose, treat, cure, or prevent disease
• YOQI® programs guarantee physical, emotional, mental, energetic, spiritual, or financial results
• YOQI® programs replace professional medical care
• Participation guarantees business success, certification, employment, or income
Affiliate assumes full responsibility for any unauthorized claims made by Affiliate.
Affiliate shall indemnify and hold harmless YOQI® from any claims arising from such statements.
14. FTC DISCLOSURE REQUIREMENTS
Affiliate shall comply with all applicable advertising, marketing, privacy, and consumer protection laws.
Affiliate must clearly disclose affiliate relationships whenever promoting YOQI® products.
Example disclosure:
"As a YOQI® Affiliate, I may earn a commission from qualifying purchases."
Failure to make required disclosures may result in immediate termination.
15. CONTENT OWNERSHIP
Affiliate may not:
• Copy YOQI® courses
• Share member-only content
• Reproduce training materials
• Distribute videos, manuals, or resources
• Create derivative works from proprietary YOQI® content
• Upload proprietary content to third-party platforms
All content remains the exclusive property of YOQI®.
16. CUSTOMER OWNERSHIP
All customers referred through the Affiliate Program become customers of YOQI®.
Affiliate acquires no ownership rights to:
• Customer accounts
• Customer data
• Customer relationships
• Mailing lists
• Business generated through YOQI®
YOQI® retains exclusive ownership of all customer information collected through its systems.
17. CONFIDENTIALITY
Affiliate shall maintain confidentiality regarding all non-public information received from YOQI®.
Confidential information includes:
• Pricing
• Business plans
• Marketing strategies
• Customer information
• Internal documents
• Affiliate data
• Training materials
• Future product launches
This obligation survives termination of this Agreement.
18. INDEMNIFICATION
Affiliate agrees to defend, indemnify, and hold harmless YOQI®, its owners, officers, directors, employees, contractors, ambassadors, instructors, affiliates, successors, and assigns from any claims, liabilities, damages, losses, costs, expenses, judgments, penalties, or attorney fees arising from:
• Affiliate's marketing activities
• Affiliate's statements or representations
• Affiliate's violation of this Agreement
• Affiliate's violation of applicable law
• Affiliate's negligence, misconduct, or fraud
19. COMMISSION REVERSALS
YOQI® may reverse, offset, recover, or withhold commissions arising from:
• Refunds
• Chargebacks
• Fraudulent sales
• Duplicate commissions
• Policy violations
• Transactions determined to be invalid
Such amounts may be deducted from future commission payments.
20. TERM AND TERMINATION
This Agreement begins upon acceptance into the Affiliate Program and remains in effect until terminated.
YOQI® may suspend or terminate Affiliate participation at any time, with or without cause, and with or without notice, at its sole discretion.
Grounds for immediate termination may include:
• Brand misuse
• Policy violations
• Fraudulent conduct
• Misrepresentation
• Harmful conduct
• Inactivity
• Violation of applicable laws
Upon termination Affiliate shall immediately:
• Stop promoting YOQI®
• Remove affiliate links upon request
• Remove references to participation in the Affiliate Program if requested by YOQI®
• Cease all use of YOQI® materials
YOQI® may withhold commissions for up to sixty (60) days following termination to validate transactions.
21. LIMITATION OF LIABILITY
YOQI® shall not be liable for:
• Lost profits
• Loss of business opportunity
• Indirect damages
• Consequential damages
• Special damages
• Punitive damages
YOQI® makes no guarantee regarding earnings or commission amounts.
Maximum liability shall not exceed the commissions paid to Affiliate during the six (6) months preceding any claim.
22. GOVERNING LAW
This Agreement shall be governed by the laws of the State of South Dakota, United States of America.
Any dispute arising under this Agreement shall be resolved exclusively in the courts located in Pennington County, South Dakota.
The parties agree to attempt mediation prior to litigation.
23. FORCE MAJEURE
YOQI® shall not be liable for delays or failures to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet outages, cyberattacks, labor disputes, pandemics, wars, or technical failures.
24. MODIFICATIONS
YOQI® reserves the right to modify this Agreement at any time.
Notice may be provided through email, the affiliate platform, or the YOQI® website.
Continued participation in the Affiliate Program after notice of modification constitutes acceptance of the revised Agreement.
25. SEVERABILITY
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.
Failure by YOQI® to enforce any provision shall not constitute a waiver of future enforcement.
26. ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the parties and supersedes all prior discussions, understandings, or agreements relating to the Affiliate Program.
Electronic acceptance shall have the same legal effect as a handwritten signature.
AFFILIATE ACKNOWLEDGEMENT