This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Commonwealth Capital Alliance Program.
WHEREAS, COMMONWEALTH CAPITAL desires to contract with ALLIANCE on the terms and conditions, and for the consideration hereinafter set forth and ALLIANCE desires to provide services to COMMONWEALTH CAPITAL on such terms and conditions and for such consideration; and
FOR AND IN CONSIDERATION OF their mutual assertions and covenants set forth herein, whereas the Parties herein mentioned above and below are mutually desirous of working together for their common benefit, said Parties agree to abide by the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
STATEMENT OF AGREEMENT
COMMONWEALTH CAPITAL agrees to engage the services of ALLIANCE and ALLIANCE agrees to provide services to COMMONWEALTH CAPITAL, commencing when this Agreement is submitted electronically on the COMMONWEALTH CAPITAL website, subject to the terms and conditions of this Agreement.
1. Terminology. Commonwealth Capital’s Alliance Program the “Alliance Program.” This Affiliation Agreement, “Agreement”, is made between Alliance Applicant, the “Applicant,” “Alliance Program Applicant,” “Alliance Agent” “Alliance,” “Agent,” “You,” “Your,” “Yourself,” and Commonwealth Capital, LLC or any of its subsidiary companies, “Commonwealth,” “Commonwealth Capital,” “Company,” “We,” “Us,” or “Our” collectively known as the “Parties.” “End User” means any purchaser, client, or customer of an Alliance or Commonwealth Capital who purchases access to any of Commonwealth Capital’s subscription based electronic platform applications. A “Product” is defined, for purpose of this agreement, as any product or service, including SaaS, listed on our site that is fulfilled by us or any product sold by a third-party seller from our website. A “Third Party” is any company that provides a product or service to Commonwealth Capital, regarding Commonwealth Capital acting as a reseller, wholesaler or as a distributor of that third party. A “Site” can mean singular and/or plural and our website(s) or your website(s), referenced in context.
2. Term of Agreement.The term of this Agreement will begin upon your acceptance of this Alliance Agreement the submission of your Alliance Application to join the Alliance Program and acceptance of the application by Commonwealth Capital, LLC. This Agreement will end when terminated by either the Alliance or Commonwealth Capital LLC as per the provisions within this agreement. Either party may terminate this Agreement at any time, with or without reason, by giving the other party a notice of termination, which shall be effective 30-calendar days after receipt of notice of termination, However, any breach of any provision of this Agreement by either party will constitute immediate termination on the date of the activity that constituted the breach.
3. Alliance Advertising and Promotion. Alliance may not advertise and/or promote Commonwealth Capital or any of its products or services by any illegal or unethical means. Commonwealth Capital, LLC is the sole arbitrator as to what constitutes an unauthorized method of advertisement or promotion. Alliances who use these methods to promote Commonwealth Capital LLC's Products may be subject to termination. Upon discovery of an unauthorized method of advertisement and/or promotion, Commonwealth Capital, LLC will send a written “notice to correct” statement to Alliance. Alliance will have 30-days to correct the unauthorized method of advertisement and/or promotion. Without correction of the unauthorized method of advertisement or promotion, Alliance will be terminated immediately, as a breach of this Agreement and will forfeit all unpaid commissions earned and any stock awards. Examples of unauthorized and prohibited advertising or promotional methods include, but are not necessarily limited to:
Spam or by unsolicited e-mail;
Promotion as, or from, an Adult, Hate, Misleading, or Obscene web site or by other means;
Advertising or Promotion, which misrepresents Commonwealth Capital LLC's products or services;
Advertising or Promotion, which promotes violence;
Advertising or Promotion, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Advertising or Promotion, which promotes illegal activities;
Advertising or Promotion, which otherwise violate intellectual property rights.
4. Commonwealth Capital Controls All Promotional Codes. Although we allow an Alliance to establish their own Promotional Codes (within the guidelines set forth in written instructions) as well as the URL directory for hyperlinks to our site for inviting End-Users with direct access, tracking commissions and payments; and any related discounting to services within our website(s) “Promo-Codes,” all Promo-Codes are ultimately controlled by Commonwealth Capital, LLC. Commonwealth Capital, LLC holds the exclusive right to control the size, make-up, and messaging of any and all Promo-Codes, and can make any changes to any promo-code with a 24-hour advance “Pre-notification of the change(s) to Promo-Code” to be made.
5. ALLIANCE LICENSES. COMPENSATION, PROTOCOLS & LIMITATIONS.
GENERAL ALLIANCE DISTRIBUTOR LICENSES.
NO COST LICENSE FEE.
No Direct Cash or Equity Compensation: Only Affiliates and Associates receive Cash and or Equity Commissions from Commonwealth Capital.
Due Diligence Protocols: Each candidate under consideration for the position of Alliance must pass a thorough due diligence protocol internally governed by Commonwealth.
Limitations: Inactivity Sunset Clause. Any Alliance, that has no activity on their production account after TWELVE (12) consecutive months, the Alliance License will automatically expire in totality, through this inactivity sunset clause.
6. Payments to Alliances. None. Alliances seek only to incubate deal flow of well capitalized customers, clients or portfolio companies for their own direct selling efforts, with no direct or indirect compensation from Commonwealth.
7. Links Used Through Distribution or on your Site(s) to our Site. Links to our site either distributed or placed on your site pursuant to this Agreement and which properly utilize such link formats are referred to as COMMONWEALTH CAPITAL links. Once you have been notified that you or your company has been accepted into the Alliance Program, you or your company may distribute or provide one or more of the following types of links to our site, as “Directed Links.” You may select one or more directed links to distribute or list on your site. We provide you with instructional guidelines and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and commission accrual, we may provide you with special “tagged” link format(s) to be used in all links between what you distribute or host on your site. You must ensure that each of the link(s) between your site(s) and our site properly utilizes such formats. You will earn commissions only with respect to activity on our site occurring directly through COMMONWEALTH CAPITAL Links; we will not be liable to you with respect to any failure by you to use COMMONWEALTH CAPITAL Links, including to the extent that such failure may result in any reduction of amount of commissions that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Alliance Program and distributing or placing any of the above links within your site, Commonwealth Capital may receive information from or about visitors through distributed links to your site from those visitors. Your participation in the Commonwealth Capital Alliance Program constitutes your specific and unconditional consent to and authorization for Commonwealth ’s access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Commonwealth’s Privacy Notice.
Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference through any distributed links as hosted on your site, any trademark or logo of any third party seller on the Commonwealth Capital sites; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer for third party use any Content; (f) not use any Content in a manner intended to send sales to any site other than the Commonwealth Capital site; and (g) promptly delete any Content that is no longer displayed on the Commonwealth Capital site or that we notify you is no longer available for an Alliance’s use.
8. Order Processing. We will process orders placed by End Users who follow links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to End Users who purchase by using links from your site to our site and will make available to you online reports summarizing this sales activity. The form, content, and frequency of the online reports may vary from time to time at our discretion.
9. Pricing Policy. Customers who buy products or services through this Agreement will be deemed “End Users” of Commonwealth Capital. Accordingly, all Commonwealth Capital rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those End Users. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged under this Alliance Program in accordance with our own pricing policies. Prices and availability may vary from time to time.
10. Identifying Yourself as an Alliance. You may not issue any press release with respect to this Agreement or your participation in the Alliance Program without prior written permission from Commonwealth Capital; such action may result in your termination from the Alliance Program. We may make available to you a small graphic image that identifies your site as an Alliance Program participant. You may display these logos, banner advertisement or info. graphics and or any links we may provide for your site specifically to link potential End Users to our website(s). We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement, (including by expressing or implying that Commonwealth Capital supports, sponsors, endorses, or contributes money to any charity or other cause).
11. Limited Image Asset License. We grant you a non-exclusive, revocable right to use the graphic image and text or images for which we grant expressed permission, solely for the purpose of identifying your site as an Alliance and to assist in generating sales. You may not modify the graphic image or text, or any other of our images, in any way, other than to resize for application use. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow these Limited Image Asset License Guidelines, as these guidelines may change from time to time. Termination of this agreement by either Party shall revoke your Limited Image Asset License, as well.
12. Responsibility for your Site and Materials. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on or external to your site in the use of our Content. For example, regarding your site, you will be solely responsible for, but not necessarily limited to:
The technical operation of your site and all related equipment;
Ensuring that materials posted on your site or materials external to your site using the Content do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
Ensuring that materials posted on your site or external to your site using the Content are not libelous or otherwise illegal; and
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site or materials external to your site using our Content.
Notwithstanding the other provisions of this agreement, all confidential sources and information disclosed by Commonwealth Capital to Alliance, or about as a result of this Agreement, is valuable property and shall remain the exclusive property of Commonwealth Capital. The Alliance will maintain complete confidentiality regarding Commonwealth Capital business sources, trade secrets and/or its Alliances’ confidential information, as well as, the nature, manner, and forms of Commonwealth Capital’s business dealings. Alliance agrees not to disclose any confidential information to any entity, in perpetuity.
Alliance will not, in any way whatsoever, circumvent or attempt to circumvent Commonwealth Capital, or any of the sources/contacts involved in any of the transactions of Commonwealth Capital. Any violation of this covenant shall be deemed as an attempt to circumvent Commonwealth Capital, and Alliance violating this covenant shall be liable for damages in favor of Commonwealth Capital.
Alliance agrees with Commonwealth Capital that upon any breach of this agreement, Alliance in default will pay Commonwealth Capital: (A) the non-circumvention damages, if applicable, plus (B) all loss and/or damage sustained by Commonwealth Capital by reason of such breach, plus (C) all expenses incurred in enforcing any legal remedy and/or right(s), based upon or arising out of this agreement, plus (D) a reasonable sum for attorneys’ expenses and attorneys’ fees.
14. Reasonable Restraint. Alliance hereby acknowledges that the restrictions contained in The Non-Circumvent and Non-Disclosure paragraph hereof are reasonable restraints upon Alliance, and further acknowledge that any breach of those provisions could have a substantial detrimental effect upon Commonwealth Capital, the amount of which will be impossible to ascertain, and for that reason, Alliance agrees that, in addition to any other remedy available to Commonwealth Capital under law for violation of this Agreement, that Commonwealth Capital shall be entitled to an injunction from any Court of competent jurisdiction restraining any violation of any said covenant.
15. Independent Contractor. Alliance is an independent contractor with respect to Commonwealth Capital, LLC.
16. Indemnification. Alliance agrees to indemnify and hold Commonwealth Capital harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Commonwealth Capital that result from the acts, omissions, or material misrepresentations made by or of Alliance’s Officers, Directors, Employees, or Agents. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Alliance Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Alliance Program will not exceed the total commissions paid or payable to you under this Agreement.
17. Disclaimers. We make no expressed or implied warranties or representations with respect to the Alliance Program, or any products or services sold through the Alliance Program including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website(s) will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
18. Assignment. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Commonwealth Capital. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Commonwealth may assign this entire agreement and the obligations to and from its Alliances to one of its subsidiaries or a buyer of the company or its assets; at any time.
19. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered by electronic transfer (via e-mail address). Such email addresses may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.
20. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction or arbitration panel finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision(s) or any other provision of this Agreement.
22. Legal Age. Alliance, if an individual acknowledges that he or she is of legal age to contractually bind Alliance to this Agreement.
23. Applicable Law. This Agreement shall be governed by the laws of the State of Michigan and adjudicated in the county of Emmet or where Commonwealth Capital, LLC may reside at the time of the Agreement issue in question is raised.
24. Binding Contractual Authority. Applicant, if for an entity other than an individual, hereby affirms that Applicant has the binding authority of their respective organizations, granted by their organization by election or appointment or in any other manner consistent with law effecting contractual applications. By agreeing to this Agreement through electronic submission, you are fully bound by this Agreement.
25. Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties.
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