EXPECT SUCCESS GLOBAL, LLC

Expect Success Global, LLC Affiliate Agreement

 

BY COMPLETING AND RETURNING THIS AGREEMENT AS PART OF THE EXPECT SUCCESS GLOBAL, LLC AFFILIATE APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING THE EXPECT SUCCESS GLOBAL, LLC AFFILIATE PROGRAM (THE “PROGRAM”). UPON EXPECT SUCCESS GLOBAL, LLC’S ACCEPTANCE OF YOUR APPLICATION TO BECOME AN AFFILIATE (“AFFILIATE”), YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE THAT EXPECT SUCCESS GLOBAL, LLC NOTIFIES YOU IN WRITING (SUCH WRITTEN NOTICE MAY BE VIA EMAIL) THAT YOU HAVE BEEN ACCEPTED INTO THE PROGRAM.

 

This Agreement governs Affiliate’s enrollment and participation in the Expect Success Global, LLC Affiliate Program. You represent that you have read and understand all of the provisions of this Agreement. You must accept this Agreement before you can participate in the Program. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. You agree that this Agreement is the complete and exclusive statement of our Agreement relating to the Program and supersedes all prior agreements and other communications relating to the program.

  1. General. This Affiliate Agreement (“Agreement”) is made effective as of the date that Affiliate is notified in writing (such written notice may be via email) that you have been accepted into the Program and that such agreement is between Expect Success Global, LLC, and Affiliate. 
  1. Program. This Agreement includes the affiliate terms and conditions that will govern each Expect Success Global, LLC Affiliate Program (each, “Program”) described in a Program addendum (each, “Program Addendum”) signed by Affiliate and Expect Success Global, LLC and that is either attached to or makes reference to this Agreement. 
  1. Term. This Agreement is effective from the Effective Date until 30 days written notice is given by either party to terminate the Agreement. 
  1. Benefits. For each Program described in a Program Addendum, Affiliate will have access to certain specified benefits (“Benefits”) as outlined in such Program Addendum, which may be related to specified Expect Success Global, LLC offerings and services and may be offered in exchange for corresponding fees. Expect Success Global, LLC will use reasonable commercial efforts to provide the Benefits, but reserves the right to change any Benefit offered or provided under the Program upon 30 days’ prior written notice. Benefits may include access to Expect Success Global, LLC technical support services and/or technical information and bulletins and other technical content (“Technical Services”), and access to Expect Success Global, LLC websites. Access to these resources is governed by Expect Success Global, LLC’s applicable licenses and terms of use that accompany such products or services, as modified from time to time by Expect Success Global, LLC. 
  1. Modifications by Expect Success Global, LLC. Upon 30 days’ prior notice to Affiliate, Expect Success Global, LLC, in its sole discretion, reserves the right to modify the terms of a Program, Benefits and/or Expect Success Global, LLC’s lead submission policies and procedures. Such changes will become effective at the end of the notice period. Affiliate’s continued participation in a Program following such notice will constitute acceptance of the change. If a modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate its participation in the Program within 30 days of such notice, whereupon its participation in the Program will be cancelled. 
  1. Training/ Services. Benefits may include various training programs or additional services offered by Expect Success Global, LLC from time to time. Such programs are subject to availability and may be subject to additional fees. 
  1. Trademarks, Intellectual Property, Confidential Information

a. Trademarks. Expect Success Global, LLC grants Affiliate a non-exclusive, non-transferable, limited license to use those Expect Success Global, LLC trademarks, logos, and related images (collectively, “Marks”) provided under a Program to exercise the rights granted to Affiliate under the Program. Expect Success Global, LLC may revoke this license at any time in its discretion. Affiliate’s use of the Marks shall conform with any published Expect Success Global, LLC trademark usage guidelines, as developed and amended by Expect Success Global, LLC from time to time, and all use by Affiliate of the Marks shall inure to the benefit of Expect Success Global, LLC. Expect Success Global, LLC’s trademark usage guidelines can be found at https://www.Expect Success Global.com/trademark-usage.

b. Intellectual Property. Any Expect Success Global, LLC Solution (including any associated documents and designs) provided to Affiliate in connection with a Program, and all intellectual property rights therein, shall remain the sole and exclusive property of Expect Success Global, LLC and its licensors.

c. Confidential Information. As used in this Agreement, “Confidential Information” means any and all data and information of a confidential nature, either marked as such or that the receiving party knows or should know that the other party regards as confidential, including, but not limited to, End User Data (as defined below), business practices, software, technical information, programming/design techniques or plans, know- how, trade secrets, prospects, customers, end users, suppliers, development plans, or projects. “End User Data” means any data, information, or other materials of any nature whatsoever, provided to a party by an end user of the Expect Success Global, LLC Solutions, including any data otherwise captured or generated by such Solutions. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Neither Expect Success Global, LLC nor Affiliate shall make use of, disseminate, or in any way disclose the other party’s Confidential Information (including End User Data), except to the extent necessary for its performance under a Program. Each party shall treat Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care, and may disclose Confidential Information only to those of its employees and consultants who need to know such information and who have previously agreed in writing to be bound by terms and conditions at least as protective of such Confidential Information as are these terms and conditions. The receiving party’s obligations under this section will not apply to information that such party can document:

 

i. is or becomes generally available to the public through no fault or breach of such party;

ii. was in such party’s possession free of any obligation of confidence at the time it was communicated to such party by the disclosing party, or at a later time is rightfully received by such party from a third party without restriction and without breach of any obligation owed to the disclosing party; or

iii. Was developed by employees, agents, or consultants of such party independently of and without reference to any information communicated to such party by the disclosing party.

  1. Term and Termination

a. General. The term of this Program is set forth in the Program Addendum. If not set forth in the Program Addendum, the term of a Program coincides with the term of this Agreement. Expect Success Global, LLC, in its sole discretion, may terminate this Agreement, a Program or Benefit without cause upon 30 days’ prior written notice to Affiliate. In addition, if either party breaches a material term of this Agreement or a Program Addendum, the other party may terminate this Agreement if the breaching party does not cure such breach within ten (10) calendar days after receiving written notice of such breach. Upon termination or expiration of this Agreement, all Programs and Benefits shall similarly terminate and all related licenses to any and all Expect Success Global, LLC Solutions, Technical Services, Confidential Information or Marks made available as a result of this Agreement or the Program shall terminate, and all such materials and tangible embodiments thereof shall be returned or destroyed. The termination or expiration of any particular Benefit shall not result in the termination of the Program or any other Benefits in existence as of such termination date, unless expressly so provided.

b. Survival. All provisions herein relating to confidentiality, intellectual property and indemnification shall survive expiration or earlier termination of this Agreement or any Program Addendum for any reason.

  1. Limited Warranties

a. By Affiliate. Affiliate warrants that it will: (i) perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon Expect Success Global, LLC, the Solutions and the Marks; and (ii) refrain from deceptive, misleading or unethical business practices of any kind.

b. By Expect Success Global, LLC. Expect Success Global, LLC warrants that it will use reasonable commercial efforts to provide the Benefits in a professional manner. Any Solutions and Technical Services provided by Expect Success Global, LLC are subject to the warranty provisions contained in the separate Expect Success Global, LLC published terms of use for such items.

c. Except for the foregoing limited warranties, and to the maximum extent permitted by law, Expect Success Global, LLC disclaims all other warranties, express, implied, or statutory (including warranties of merchantability, fitness and non-infringement), related to the benefits, solutions and services provided under a program addendum. Neither Affiliate, nor any of its employees or agents, has any right to make any representation, warranty, or promise to any third party on behalf of Expect Success Global, LLC that is not (a) contained in Expect Success Global, LLC standard published terms, or (b) specifically authorized in writing by Expect Success Global, LLC.

  1. Indemnity.

a. By Expect Success Global, LLC. Expect Success Global, LLC shall defend, indemnify and hold Affiliate harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Affiliate by a third party alleging that the authorized use of the Program, Solutions or Benefits, as contemplated hereunder, or any content originating with Expect Success Global, LLC and published by Expect Success Global, LLC on the Expect Success Global, LLC Marketplace infringes, misappropriates or violates any intellectual property rights of a third party; provided, that Affiliate (a) promptly gives written notice of the Claim to Expect Success Global, LLC; (b) gives Expect Success Global, LLC sole control of the defense and settlement of the Claim (provided that Affiliate may not settle any Claim without Expect Success Global, LLC’s prior written consent unless it unconditionally releases Expect Success Global, LLC of all liability); and (c) provides to Expect Success Global, LLC all reasonable assistance.

b. By Affiliate. Affiliate shall defend, indemnify and hold Expect Success Global, LLC harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Expect Success Global, LLC by a third party alleging (i) that any data, materials or information provided by Affiliate, or Affiliate’s use of the Program, Solutions or Benefits in violation of this Agreement, or Affiliate’s products or services, including Affiliate’s Applications listed on the Expect Success Global, LLC Marketplace infringes, misappropriates or violates any intellectual property rights of, or has otherwise violated applicable law with respect to, a third party, (ii) Affiliate’s breach of any representation, warranty, or agreement relating to Affiliate’s products and services, including Affiliate’s Application listed on the Expect Success Global, LLC Marketplace; (iii) a breach of any warranty or representation made by Affiliate or its agents that differs from the warranty provided by Expect Success Global, LLC for the relevant service or Solution; provided, that Expect Success Global, LLC (a) promptly gives Affiliate written notice of the Claim; (b) gives Affiliate sole control of the defense and settlement of the Claim (provided that Affiliate may not settle any Claim without the prior written consent of Expect Success Global, LLC unless it unconditionally releases Expect Success Global, LLC of all liability); and (c) provides to Affiliate all reasonable assistance.

c. Cooperation on Disputes. Affiliate shall cooperate with Expect Success Global, LLC in regard to any inquiry, dispute or controversy in which Expect Success Global, LLC may become involved and of which Affiliate may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Affiliate’s personnel.

  1. Limitations of Liability.

a. Limitations. Except with respect to each party’s indemnification obligations hereunder, in no event shall either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, business interruption, lost or damaged data or documentation or liabilities to third parties arising from any source, even if such party has been advised of the possibility of such damages. This limitation is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective. The cumulative liability of Expect Success Global, LLC to affiliate for all claims arising from or relating to this agreement including, without limitation, any cause of action sounding in contract, tort, or strict liability, shall not exceed the greater of (I) all commissions and royalties paid or payable by Expect Success Global, LLC to affiliate under the agreement or (II) the total amount of all fees having been paid to Expect Success Global, LLC by affiliate under this agreement, in each case during the 12-month period preceding the event giving rise to the relevant liability.

b. Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties and shall apply notwithstanding the failure of their essential purpose.

  1. Miscellaneous.

a. Governing Law. This Agreement and each Program Addendum shall be governed in accordance with the laws of the State of Arizona and controlling U.S. federal law. Any disputes, actions, or claims arising out of this Agreement or a Program Addendum will be subject to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona. In any action to enforce either party’s rights, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.

b. No Agency. Nothing contained herein, or in a Program Addendum, shall be construed as creating a joint enterprise between the parties, and neither party has the authority to bind or incur any obligation on behalf of the other.

c. Integration. These terms and each executed Program Addendum set forth the entire agreement and understanding between the parties, and supersede and merge all prior oral and written agreements, discussions and understandings between the parties, with respect to the subject matter hereof. Any amendment to these terms or a Program Addendum must be in writing and signed by both Expect Success Global, LLC and Affiliate, except as provided above.

d. Severability. If a court holds any of these terms to be unenforceable or invalid, such unenforceability or invalidity shall not render the remaining terms unenforceable or invalid as a whole, and, in such event, such provision shall be interpreted so as to best accomplish the objectives of the invalid provision.

e. Waiver. The waiver by a party of a breach of any provisions contained herein shall be deemed effective only when in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.

f. Assignment. Affiliate shall not assign its rights or delegate its obligations under this Agreement or a Program Addendum without Expect Success Global, LLC’s prior written consent and, in the absence of such consent, any purported assignment or delegation by Affiliate shall be null, void and of no effect. Otherwise, this Agreement shall be binding upon and inure to the benefit of Expect Success Global, LLC and Affiliate and Affiliate’s successors and permitted assigns.

g. Export Control. Affiliate will not export, directly or indirectly, any technical data or Solution received from Expect Success Global, LLC to any country or end user for which the U.S. Government requires an export license or other government approval without first obtaining such license or approval.

h. Marketing; Publicity. Affiliate consents to publication of its name by Expect Success Global, LLC as an Affiliate of the Program or any applicable component thereof. Expect Success Global, LLC authorizes Affiliate to include in its marketing or product distributions, marketing materials about the Expect Success Global, LLC Solutions that Expect Success Global, LLC has prepared and provided to Affiliate for this purpose. Affiliate shall not alter, modify, or otherwise change any material provided to it by Expect Success Global, LLC. Affiliate may also use other marketing materials of its own to promote the Expect Success Global, LLC Solutions, but Expect Success Global, LLC must approve all such marketing materials in advance in writing. Expect Success Global, LLC shall have sole authority to approve any and all press releases, announcements, or similar materials mentioning Expect Success Global, LLC, and Affiliate shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither party shall unreasonably withhold its approval in connection with a request under this section.

i. Expect Success Global, LLC will notify Affiliate of any revisions to a Program or its guidelines via e-mail. Other communications from Expect Success Global, LLC sent via e-mail include billing notifications, notices of promotions, invitations to events, and any other matters regarding the administration of the Program excluding notices with respect to termination of a Program. Affiliate may communicate by e-mail with Expect Success Global, LLC to Questions@ExpectSuccessGlobal.com regarding billing discrepancies and to request clarification of any policy or procedure in this Agreement or a Program Addendum. Affiliate will provide Expect Success Global, LLC with an e-mail address to receive official communications and shall be responsible for advising Expect Success Global, LLC of any changes to this email address.

Expect Success Global, LLC Affiliate Program Addendum A

 

This Program Addendum is effective April 15, 2020 or upon date of acceptance, whichever comes first, and incorporates the provisions of that separate Expect Success Global, LLC Affiliate Agreement previously or simultaneously executed by Expect Success Global, LLC and Affiliate.

Qualifications to Receive Commissions:

To receive your Lifetime Personal Referral Fees and Lifetime Override, you must

meet the following requirements.

  1. You are an active Coaching Client in good standing.
  2. You must have a current W-9 on file.
  3. Your contact information is correct, and your payments are current.

Qualified Sale

A Qualified Sale means a sale to any new Expect Success Global, LLC customer:

a. who pays monthly for an Expect Success Global, LLC (Master Coaching Program one year program), which transforms to a month to month agreement after the one year term is completed and

b. who does not cancel the monthly Subscription for a minimum of 60 days from the date of initial purchase, and

c. to which Affiliate was assigned as last referring affiliate (see section (k) Affiliate Assignments below). This applies for Personal Referral Fees. AND

d. for any qualified sales made by your subaffiliates according to the terms herein and the commission model included herein.

Commission Model

Affiliate will earn a commission of the revenue collected for each qualified sale (“Qualified Sale”).

25%     Level #1           LIFETIME Personal Referral Fees

10%       Level #2           LIFETIME Override Fees

5%       Level #3           LIFETIME Override Fees

5%       Level #4           LIFETIME Override Fees

5%       Level #5           LIFETIME Override Fees

Additional Terms Applicable to Affiliate Program

a. All commissions are paid in US Dollars. Affiliate can choose to receive commissions either by check or through PayPal. Expect Success Global, LLC is not responsible for any fees charged to Affiliate by PayPal.

b. Commissions will be paid by the 20th of the month following each month in which a customer makes payment, in full or in part, for a Service Package. Should the 20th of the month fall on a weekend or US holiday, commissions will be paid the next business day following the weekend or holiday.

c. In the event (i) a Service Package fee is refunded back to a customer or (ii) a customer cancels the monthly Subscription before 60 days have elapsed from the date of initial purchase, Expect Success Global, LLC may charge back the associated commission paid to Affiliate. Any resulting amounts owed to Expect Success Global, LLC by Affiliate may, in Expect Success Global, LLC’s sole discretion, be deducted from the balance of any commissions earned by Affiliate that are unpaid as of the date Expect Success Global, LLC charge back the commission associated with the cancelled Service Package or monthly Subscription. Alternatively, Expect Success Global, LLC may, in its sole discretion, invoice Affiliate for any commission Expect Success Global, LLC paid Affiliate which was associated with a cancelled Service Package or monthly Subscription and Affiliate agrees to pay such invoice promptly.

d. In the event a commission is paid to Affiliate in error, Expect Success Global, LLC reserves the right to charge back such commission for a period of up to 90 days from the sale date (the “Error Charge Back Period”). Any resulting amount owed to Expect Success Global, LLC by Affiliate may, in Expect Success Global, LLC’s sole discretion, be deducted from commissions earned by Affiliate that are unpaid as of the date Expect Success Global, LLC charges back the commission paid in error. If no commissions are owed by Expect Success Global, LLC to Affiliate during the Error Charge Back Period, Expect Success Global, LLC may invoice Affiliate for the commission paid in error before the expiration of the Error Charge Back Period and Affiliate agrees to pay such invoice promptly notwithstanding the expiration of the Error Charge Back Period. In addition, Expect Success Global, LLC may, in its sole discretion, deduct any commission paid in error from commissions earned by Affiliate after the expiration of the Error Charge Back Period so long as Expect Success Global, LLC has invoiced Affiliate for the commission paid in error before the expiration of the Error Charge Back Period.

f. Expect Success Global, LLC will have the sole right and responsibility for processing all orders placed by a customer, and Affiliate acknowledges that all agreements relating to sales of Expect Success Global, LLC software solutions to a customer shall be between Expect Success Global, LLC and the customer.

g. Expect Success Global, LLC reserves the right to withhold or reverse commissions if Affiliate is in breach of the Affiliate Agreement or this Program Addendum, or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.

h. Expect Success Global, LLC reserves the right to adjust the terms of this Program Addendum at any time and will notify Affiliate via email with at least 30 days’ notice.

i. Acceptable Methods to Refer Leads

i. Affiliates may refer leads through their unique tracking links provided by Expect Success Global, LLC.

ii. Affiliates may register leads at https://ExpectSuccessGlobal.com/leadregistration.

iii. Expect Success Global, LLC will pay a commission to Affiliate only when a customer is referred through either of these two acceptable methods.

j. Cookie and Lead Registration Length

i. A click on Affiliate’s tracking links will set Affiliate as latest referring affiliate and will set cookies that expire after 120 days, after which time Affiliate’s latest referring affiliate status will expire.

ii. Lead registration will set Affiliate as latest referring affiliate for 120 days after which time Affiliate’s latest referring affiliate status will expire.

iii. Leads may be re-registered in order to avoid expiration. Expect Success Global, LLC will not be liable to pay Affiliate a commission for leads that have expired.

k. Affiliate Assignments

i. If, at the time a Expect Success Global, LLC affiliate registers a lead (either through the lead registration process or through a tracking link click), the lead already exists in the Expect Success Global, LLC database, the most recent lead registration or unique tracking link click will assign the Expect Success Global, LLC affiliate associated with such lead registration or unique tracking link as the latest referring affiliate for a period up to 120 days after which time the latest referring affiliate status expires.

ii. Affiliate is not eligible for assignment as latest referring affiliate on any Expect Success Global, LLC sale for which Affiliate uses its own credit card to make a purchase from Expect Success Global, LLC.

iii. Affiliate may request an audit of the latest referring affiliate up to 90 days after the date of sale. If an audit reveals another Expect Success Global, LLC affiliate is the actual latest referring affiliate, Expect Success Global, LLC reserves the right to make the correction. If another Expect Success Global, LLC affiliate requests an audit that results in a determination that Affiliate was incorrectly treated as the latest referring affiliate, Affiliate agrees to reimburse Expect Success Global, LLC for the commission paid in error in accordance with Section (e) above. After 90 days from the date of sale, no changes to the latest referring affiliate will be accepted.