EXPECT SUCCESS GLOBAL, LLC
Expect Success Global, LLC Partner Agreement
BY REGISTERING AS A PARTNER OR PARTICIPATING IN ANY WAY AS AS PARTNER “PARTNER” OF THE EXPECT SUCCESS GLOBAL, LLC PARTNER PROGRAM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING THE EXPECT SUCCESS GLOBAL, LLC PARTNER PROGRAM (THE “PROGRAM”). 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 YOU REGISTERED AS A PARTNER WITH EXPECT SUCCESS GLOBAL, LLC.
This Agreement governs Partner’s enrollment and participation in the Expect Success Global, LLC Partner 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. Program. This Agreement includes the partner terms and conditions that will govern each Expect Success Global, LLC Partner Program (each, “Program”) described in a Program addendum (each, “Program Addendum”) is agreed to by Partner and Expect Success Global, LLC and that is either attached to or makes reference to this Agreement.
2. Term. This Agreement is effective from the Effective Date until 30 days written notice is given by either party to terminate the Agreement.
3. Benefits. For each Program described in a Program Addendum, Partner 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.
4. Modifications by Expect Success Global, LLC. Upon 30 days’ prior notice to Partner, 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. Partner’s continued participation in a Program following such notice will constitute acceptance of the change. If a modification is unacceptable to Partner, Partner’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.
5. 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.
6. Trademarks, Intellectual Property, Confidential Information
a. Trademarks. Expect Success Global, LLC grants Partner 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 Partner under the Program. Expect Success Global, LLC may revoke this license at any time in its discretion. Partner’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 Partner 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 Partner 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 Partner 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.
7. 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 Partner. 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.
8. Limited Warranties
a. By Partner. Partner 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 Partner, 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.
9. Indemnity.
a. By Expect Success Global, LLC. Expect Success Global, LLC shall defend, indemnify and hold Partner 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 Partner 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 Partner (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 Partner 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 Partner. Partner 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 Partner, or Partner’s use of the Program, Solutions or Benefits in violation of this Agreement, or Partner’s products or services, including Partner 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) Partner’s breach of any representation, warranty, or agreement relating to Partner’s products and services, including Partner’s Application listed on the Expect Success Global, LLC Marketplace; (iii) a breach of any warranty or representation made by Partner 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 Partner written notice of the Claim; (b) gives Partner sole control of the defense and settlement of the Claim (provided that Partner 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 Partner all reasonable assistance.
c. Cooperation on Disputes. Partner 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 Partner may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Partner’s personnel.
10. 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 partner 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 partner under the agreement or (II) the total amount of all fees having been paid to Expect Success Global, LLC by partner 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.
11. 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 sent to Partner via email or posted on the Expect Success Global, LLC website or sent to Partner via certified mail, 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. Partner 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 Partner 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 Partner and Partner’s successors and permitted assigns.
g. Export Control. Partner 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. Partner consents to publication of its name by Expect Success Global, LLC as a Partner of the Program or any applicable component thereof. Expect Success Global, LLC authorizes Partner 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 Partner for this purpose. Partner shall not alter, modify, or otherwise change any material provided to it by Expect Success Global, LLC. Partner 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 Partner 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 Partner of any revisions to a Program or its guidelines via e-mail or by posting the changes on the Expect Success Global, LLC website. 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. Partner 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. Partner 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.
j. Expect Success Global, LLC limits the number of Businesses Per Partner and Per Household to ONE (1). A Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, trust, LLC, or corporation.
Expect Success Global, LLC Partner Program Addendum A
This Program Addendum is effective October 26, 2022 or upon date of acceptance, whichever comes first, and incorporates the provisions of that separate Expect Success Global, LLC Partner Agreement previously or simultaneously executed by Expect Success Global, LLC and Partner.
Qualifications to Receive Commissions:
To receive your Lifetime Personal Referral Fees and Lifetime Override, you must
meet the following requirements.
- You are an active Coaching Client in good standing.
- You must have a current W-9 on file.
- 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 (Large Group Coaching one year program) which transforms to a month to month agreement after the one year term is completed, or (Small Group Coaching one year program), or (Private Coaching one year program) and
b. who does not cancel for a minimum of 30 days from the date of initial purchase, and
c. to which Partner was assigned as first referring partner (see section (k) Partner Assignments below). This applies for Personal Referral Fees. and
d. for any qualified sales made by your subpartners according to the terms herein and the commission model included herein.
Commission Model
Partner will earn a commission of the revenue collected for each qualified sale (“Qualified Sale”).
25% Level #1 LIFETIME Personal Referral Fees
5% 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 Partner Program
a. All commissions are paid in US Dollars. Partner will be paid by check. Expect Success Global, LLC is not responsible for any fees charged to Partner.
b. Commissions will be mailed by the 7th of the month. Should the 7th of the month fall on a weekend or US holiday, commissions will be paid the next business day following the weekend or holiday. There is a 30 day payment delay for all commissions or overrides earned to eliminate most potential chargebacks due to Expect Success Global, LLC’s 30 day cancellation policy.
c. In the event (i) a fee is refunded back to a customer or (ii) a customer cancels the monthly Subscription before 30 days have elapsed from the date of initial purchase, Expect Success Global, LLC may charge back the associated commission paid to Partner. Any resulting amounts owed to Expect Success Global, LLC by Partner may, in Expect Success Global, LLC’s sole discretion, be deducted from the balance of any commissions earned by Partner that are unpaid as of the date Expect Success Global, LLC charge back the commission associated with the cancelled Service or monthly Subscription. Alternatively, Expect Success Global, LLC may, in its sole discretion, invoice Partner for any commission Expect Success Global, LLC paid Partner which was associated with a cancelled Service or monthly Subscription and Partner agrees to pay such invoice promptly.
d. In the event a commission is paid to Partner 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 Partner may, in Expect Success Global, LLC’s sole discretion, be deducted from commissions earned by Partner 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 Partner during the Error Charge Back Period, Expect Success Global, LLC may invoice Partner for the commission paid in error before the expiration of the Error Charge Back Period and Partner 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 Partner after the expiration of the Error Charge Back Period so long as Expect Success Global, LLC has invoiced Partner 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 Partner acknowledges that all agreements relating to sales of Expect Success Global, LLC services 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 Partner is in breach of the Partner 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 Partner via email or post it on the Expect Success Global, LLC website with at least 30 days’ notice.
i. Acceptable Methods to Refer Leads
i. Partner may refer leads through their unique tracking links provided by Expect Success Global, LLC.
ii. Partner may register leads at https://ExpectSuccessGlobal.com/leadregistration.
iii. Expect Success Global, LLC will pay a commission to Partner only when a customer is referred through either of these two acceptable methods.
j. Cookie and Lead Registration Length
i. A click on Partner’s tracking links will set Partner as first referring affiliate and will set cookies that expire after 120 days, after which time Partner’s first referring partner status will expire.
ii. Lead registration will set Partner as first referring partner for 120 days after which time Partner’s first referring partner status will expire.
iii. Leads may be re-registered in order to avoid expiration. Expect Success Global, LLC will not be liable to pay Partner a commission for leads that have expired.
k. Partner Assignments
i. If, at the time an Expect Success Global, LLC partner 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 first lead registration or unique tracking link click will assign the Expect Success Global, LLC partner associated with such lead registration or unique tracking link as the first referring partner for a period up to 120 days after which time the first referring partner status expires.
ii. Partner is not eligible for assignment as first referring partner on any Expect Success Global, LLC sale for which Partner uses its own credit card to make a purchase from Expect Success Global, LLC.
iii. Partner may request an audit of the first referring partner up to 90 days after the date of sale. If an audit reveals another Expect Success Global, LLC partner is the actual first referring partner, Expect Success Global, LLC reserves the right to make the correction. If another Expect Success Global, LLC partner requests an audit that results in a determination that Partner was incorrectly treated as the first referring partner, Partner 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 first referring partner will be accepted.