By executing this Clients & Community Affiliate Agreement ("Affiliate Agreement" or "Agreement"), you are applying for legal authorization to become an Affiliate for SME Publishing, LLC ("C&C Affiliate"), and as such, enter into a contract with SME Publishing, LLC ("C&C" or the "Company"). This Agreement, is intended to provide detailed guidelines and limitations for all C&C Affiliates.
Purpose.
The purpose of the C&C Affiliate Program ("Program") is to provide individuals with the opportunity to market and and sell C&C products and services. In exchange for successfully making sales, the Company offers compensation pursuant to the terms of the Compensation Plan.
Becoming a Clients & Community Affiliate.
The Program is free to join. To become an C&C Affiliate, the applicant must (1) be of the age of majority (not a minor) in his/her state/province of residence, (2) apply to join the Program, and (3) agree to abide by the terms & conditions of this Affiliate Agreement. Applicants residing in the United States or a US territory must also have a valid Social Security or Federal Tax Identification number.
Modification of Terms.
Because federal, state and local laws as well as the business environment are subject to periodic changes, C&C reserves the right to amend the Affiliate Agreement and the Compensation Plan in its sole and absolute discretion. Notification of amendments shall appear in official C&C materials and shall take effect thirty (30) days following one of the following methods of communication:
Term and Termination.
The term of this Agreement begins upon our acceptance of your application and will end when terminated by either party upon thirty (30) days notice. In the event of a material breach of this Agreement, C&C reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all property rights are forfeited regarding any bonuses, commissions or other remuneration derived through your sales. C&C reserves the right to terminate all Affiliate Agreements upon thirty (30) days notice if the company elects to: (1) cease business operations, (2) dissolve as a business entity; or (3) terminate distribution of its products via Affiliate channels. No termination of this Agreement will relieve either party of any liability for any breach of or liability accruing under, this Agreement prior to termination.
Independent Contractor Status
C&C Affiliates are independent contractors, and are not purchasers of a franchise or business opportunity. Therefore, each Affiliate’s success depends on his or her own independent efforts. The agreement between C&C and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture between C&C and the C&C Affiliate. All C&C Affiliates are responsible for paying local, state, provincial, and federal taxes due from all compensation earned as an Affiliate of the Company. In the event an C&C Affiliate earns over $600 in a calendar year, they will receive IRS Form 1099-MISC reflecting the amount of income paid during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
C&C Affiliates have no express or implied authority to bind C&C to any obligation or to make any commitments by or on behalf of the Company.
As an independent contractor, C&C Affiliates will be operating their own independent business, selling C&C’s products and services through their own account(s) and effort. C&C Affiliates have complete freedom in determining the number of hours being devoted to their business, and sole discretion of scheduling such work.
Selling Clients & Community Products and Services.
C&C Affiliates agree to make no representations or claims about C&C’s products and services beyond those shown in official C&C published materials.
Compensation Plan.
C&C Affiliates must adhere to the terms of the C&C Compensation Plan, as set forth in official C&C materials. C&C’s Compensation Plan and commission payments to C&C Affiliates are based upon the sale of C&C memberships, products and/or services to the end user, generated by the marketing efforts of the C&C Affiliate.
C&C affiliates are paid a 50% commission on products and services within the "Million Dollar Group Method" funnel (https://milliondollargroupmethod.com/).
C&C affiliates DO NOT receive commissions on our backend programs such as the Prominence Partnership program and/or Scale Mastermind.
C&C Affiliates should not encourage other current or prospective customers or affiliates to participate in C&C in any manner that varies from its programs and services as set forth in official Company materials. C&C Affiliates shall not require or encourage other prospective customers or Affiliates to make any purchase from, or payment to, any individual or entity outside of the Company, in order to participate in the C&C Compensation Plan.
Commission Errors or Questions.
C&C Affiliates are responsible for reviewing their monthly statement and reporting any discrepancies within thirty (30) days of receipt of payment. Inquiries should be submitted to support@clientsandcommunity.com for consideration; inquiries submitted through other channels will not be considered. After the thirty (30) day "grace period", no additional requests will be considered for commission recalculations, and C&C will not be responsible for any errors, omissions or variances not reported to the Company through the appropriate channel within thirty (30) days.
Bonus Buying.
Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an the appropriate agreements and/or terms and conditions, and without the express agreement to purchase and/or enroll by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Affiliate or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Affiliates or Customers (“phantoms”); (d) purchasing C&C membership(s) and/ or products/services on behalf of another Affiliate or Customer, or under another C&C Affiliate or Customer ID number in order to qualify for commissions or bonuses; and/or (e) any other mechanism or artifice to qualify for any sort of rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bonafide product or service purchases by the end user.
Returned Product.
All initial payments made by C&C’s customers for an C&C Subscription, product or service come with a thirty (30) day satisfaction guarantee, except in certain circumstances where the purchaser has signed an agreement to the contrary. Due to the digital nature of C&C’s product(s) and/or service(s) and the immediateness of the benefits acquired upon purchase, refunds beyond such period are commercially impractical. Subsequent fees are typically nonrefundable.
Pay Period.
C&C Affiliate commission payments are issued twice per month. On the 1st of each month and on the 15h of each month. In order to be eligible for a commission payment, the product/service must have been paid in full, and must be beyond the listed refund period. In the event the 1st or 15th of each month falls on a holiday, commission payments will be paid on the business day preceding the holiday.
Clawback of Commission Payments.
In the event a commission has been paid on a purchase that was either refunded or later charged back by the purchaser, any commission paid will be adjusted accordingly in the following pay period in which a commission payment is scheduled to be paid, and until such point which the adjustment amount has been satisfied. In the event such adjustment is unable to be withheld, the Company reserves the right to pursue collection efforts as permissible by law.
Use of Sales Aids.
While promoting the Company or its products and services, C&C Affiliates must use the sales aids and support materials produced by C&C. If C&C Affiliates develop their own sales aids and promotional materials (including, but not limited to, internet advertising), notwithstanding the C&C Affiliates’ good intentions, they may unintentionally violate any number of statutes or regulations which govern C&C’s business.
Accordingly, C&C Affiliates must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for approval prior to use. Unless the Affiliate receives specific written approval to use the material, the request shall be deemed denied. All C&C Affiliates shall safeguard and promote the good reputation of C&C and its products and services.
An C&C Affiliate may not build third-party sites that contain materials copied from Company sources nor create their own website to promote the Company without receiving express approval from C&C. An C&C Affiliate may not use or attempt to register any of the Company’s trade names, trademarks, service names, service marks, service names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, web pages, advertisements or blogs.
Notice and Take Down Procedure.
C&C Affiliates must, when notified by the Company or other jurisdictional regulator or governing body or consumer, that its marketing or advertising has been found to be in violation of the company’s guidelines or requirements, or to have violated the rules or regulations in place by relevant regulator or governing body, immediately (within 24 hours) respond and comply with orders to remove and/or modify such marketing or advertising.
Constructive Criticism.
C&C desires to provide its affiliates with the best products and services possible. Accordingly, C&C values constructive criticism and encourages the submission of written comments to C&C leadership through the appropriate channels. However, negative and disparaging comments made either directly or in public forums about the Company calculated to dampen the enthusiasm of other C&C Affiliates, students, members or prospects and disparage C&C represents a material breach of this Affiliate Agreement and may be subject to sanctions as deemed appropriate by the Company.
Proprietary Information and Trade Secrets.
You recognize and agree that information compiled by or maintained by C&C, including the database of prospective and existing customers, constitutes a commercially advantageous, unique and proprietary trade secret of the Company, which it keeps confidential and treats as a trade secret. During the term of your contract with C&C, the Company grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, access to certain data housed in the Company’s customer database.
During the term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement between the C&C Affiliate and C&C, the C&C Affiliate shall not use the information to compete with the Company or for any purpose other than promoting his or her business with C&C. The C&C Affiliate acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to C&C. C&C will be entitled to injunctive relief or to recover damages against any C&C Affiliate who violates this provision in any action to enforce its rights under this section.
Intellectual Property.
C&C Affiliate agrees to use the Trademarks and Copyrights in the form and manner as set forth in this Affiliate Agreement, the Affiliate Code of Conduct and other official company materials, and as currently used and permitted by the Company. All promotional and marketing material supplied or created by C&C must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company. The name of C&C, each of its membership, product and/or service names and other names that have been adopted by the Company in connection with its business are proprietary trade names, trademarks and service marks of C&C. As such, these marks are of great value to C&C and are supplied to C&C Affiliates for their use only in an authorized manner.
This also applies to testimonials from our clients. As an C&C Affiliate you may use a testimonial in your C&C-related marketing only if you have received written permission from both the Company and the client whom the testimonial belongs to. Using C&C testimonials in the marketing of a competing product or service is unethical, and is expressly prohibited.
Jurisdiction and Governing Law.
The formation, construction, interpretation, and enforceability of your contract with C&C as set forth in this Affiliate Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Arizona without regard to conflict of law provisions.
Dispute Resolution.
All disputes and claims relating to C&C, its products or services, the rights and obligations of C&C Affiliates and/or the Company, or any other claims or causes of action relating to the performance of either an C&C Affiliate or C&C under the Affiliate Agreement or the Company’s published guidelines shall be settled totally and finally by arbitration in Arizona or such other location as C&C prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent C&C from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
Indemnification.
The C&C Affiliate is fully responsible for all of their verbal and/or written statements made regarding C&C and its products and services which are not expressly contained in official Company materials. The C&C Affiliate agrees to indemnify C&C and hold harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by the Company as a result of the C&C Affiliate’s unauthorized representations or actions. This provision shall survive the cancellation of this Affiliate Agreement.
Contract Submission.
A digital/emailed copy of the Affiliate Agreement shall be treated as an original in all respects.
Miscellaneous.
In the event any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to deem it enforceable, while the balance of the Agreement will remain in full effect. This Affiliate Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one instrument. The provisions of this Affiliate Agreement, including all documents incorporated herein by reference, embody the whole agreement between the C&C Affiliate and C&C, and supersedes any prior agreements, understandings and obligations between you and the Company concerning the subject matter of your contract with the Company.