This Independent Referral Partner Agreement (this “Agreement”) is made effective between CONTENT & DESIGN (C&D), of 591 E. Plaza Circle, Ste 749, Litchfield Park, Arizona 85340 and the party (Affiliate) filling out the form to which this page is linked, as of the date said form was successfully completed. The Affiliate completing said form has provided their full name, and all required information on said form.
In consideration of the mutual terms, conditions, and covenants hereinafter set forth, C&D and Affiliate agree as follows:
1. C&D appoints the Affiliate as an independent sales representative to sell the products of C&D listed in the “Product Order Form” published at the time of this agreement. C&D and Affiliate agree that products may be added to or removed from these schedules unilaterally by C&D, and C&D reserves the right to change both discount and suggested retail prices at its discretion.
2. Affiliate accepts the appointment and agrees to promote, market, and sell the products made available by C&D. Affiliate understands that products made available may include:
(a) Products, subscriptions, and/or services owned and copyrighted by C&D. (b) Products, subscriptions, and/or services copyrighted and/or owned by C&D Affiliate Companies.
3. Affiliate understands that C&D may make modifications in the Independent Referral Affiliate Agreement, the “Product Order Form”, and company literature, as well as in subscription and information product prices. Affiliate shall receive 30 days notice prior to such changes taking place. Affiliate further agrees to be bound by such changes upon notification by C&D unless Affiliate contacts C&D within 30 days of said notification.
4. The person completing this agreement acknowledges that he/she is of legal age in the state in which they reside to enter into this agreement.
5. Affiliate agrees to become familiar with C&D’s applicable products and services subscriptions.
6. Affiliate understands that he/she is completely responsible for any licensing requirements as mandated by state or federal regulations. Affiliate further agrees to be held responsible for any misrepresentations made by him/her regarding the sale of products or services provided by C&D.
7. C&D encourages each Affiliate to keep accurate sales records. Earnings are based upon retail sales to the ultimate consumers; therefore all forms of stockpiling or front-loading of products and services are offered to Affiliate’s only for sale to consumers and, at the Affiliate’s elections, personal purchase. Each Affiliate is encouraged to set up his/her own hours and to determine his/her method of marketing, so long as he/she complies all applicable laws and with the terms of this agreement.
8. Affiliate is required to complete the Referral Affiliate Application Web Form as provided by C&D. They will receive training by reading and studying the product material, studying other official C&D training materials, and by attending C&D training meetings as available. Affiliate acknowledges that any fees, if applicable, paid to C&D to become an Independent Referral Affiliate are solely for the purchase of necessary and/or required training material, AND NOT for the purchase of any products. Any products purchased by Affiliate at the onset of this agreement are solely at the discretion of the Affiliate, and C&D has mandated no such purchase.
9. This agreement is effective, if properly signed by Affiliate, on the date received and accepted by C&D in their home office.
10. Affiliate agrees to refrain from directly or indirectly soliciting business from, or attempt to sell, license or provide the same or similar products or services offered by C&D to any C&D customer or client during the time of this agreement or for a period of two years upon the termination of this agreement. This restriction does not extend to images or presentations developed by SMARTEST Wealth/Private Family Banking Partners for the use of their agents
11. Affiliate will not directly or indirectly solicit, induce, or attempt to induce any employee of C&D to terminate his or her employment with C&D.
12. Affiliate understands that the acceptance of this agreement does not constitute the sale of a franchise or a distributorship, and that there are no exclusive territories granted to anyone, and that no franchisee fees have been paid, nor is Affiliate acquiring any interest in a security by the acceptance of this agreement.
13. Affiliate agrees that federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Affiliate may not represent that C&D products, subscriptions, or marketing plans have been approved or endorsed by any governmental agency.
14. Affiliate will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Affiliate, or divulge, disclose, or communicate in any manner any information that is proprietary to C&D. Affiliate will protect such information and treat it as strictly confidential. The obligation of the Affiliate not to disclose confidential information shall continue for a period of five years after the effective date of this Agreement. Within 30 days after the receiving a written request, the Affiliate will return to C&D all records, notes, documentation and other items that were used, created, or controlled by the Affiliate.
15. Affiliate is responsible for collecting and submitting all relevant sales taxes, where required, when Affiliate fulfills a sale of a product or service is made to the ultimate customer.
16. If Affiliate is not an incorporated business, upon the death or incapacity of the Affiliate, his/her rights to obligations, together with his/her responsibilities shall pass to his/her successors, upon written approval by C&D. The successor Affiliate must fulfill all responsibilities of the previous Affiliate.
17. Affiliate is an independent contractor, not an agent, employee, or franchisee of C&D, and will not be treated as an employee with respect to withholding services for tax purposes or for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contribution Act, the Social Security Act, any State Unemployment Act, or State Employment Security Act. Affiliate agrees to pay all applicable federal and state self-employment taxes, sales taxes, local taxes, and/or license fees that may become due as a result of their activities under this agreement.
18. Affiliate agrees that their remuneration will consist solely of profits and commissions derived primarily from in-person sales or solicitations of orders from ultimate consumers.
19. Affiliate understands that no level of earnings is guaranteed from their participation as an Affiliate.
20. Affiliate further certifies that neither C&D nor anyone else has made any claims of guaranteed profits or representations of anticipated profits that might result from the Affiliate’s efforts. Affiliate understands their success will come from retail sales and servicing their customers. Affiliate further understands and agrees to make no statements, disclosures, or representations in selling C&D products and subscriptions, other than those contained in approved company literature.
21. C&D will supply 1099 tax forms at year-end for all Affiliates who have received income directly from C&D during the calendar year as required by law. If the Affiliate is operating as corporation, Affiliate will not receive 1099 tax forms.
22. C&D is not liable for any Affiliate Agreements or product orders which arrive at C&D headquarters without a valid Affiliate Social Security number, Federal Identification Number, or Referral Affiliate Code (RPC) as determined by the Referral Affiliate database.
23. Affiliate understands that C&D may offer products developed and owned by third party companies, and that any Affiliate commissions earned from the sale of third party products offered through C&D will be distributed to Affiliate contingent upon payment received from the third party.
24. Affiliate understands that any/all available commissions to be paid to Affiliate by C&D shall be paid by the 15th of the appropriate month. Affiliate further understands that C&D shall hold all commissions for one month to allow for refunds and or cancellations of any products, services, or subscriptions sold as outlined in this agreement. Additionally, Affiliate acknowledges that, upon any refund or cancelation resulting in the reimbursement of funds paid by the Affiliate’s customer, C&D shall automatically charge-back any/all applicable Affiliate commissions. This is known as a “claw-back.” Such charge-backs or claw-backs shall take place upon the immediate, subsequent commissions paid by C&D to Affiliate and any commissions due Affiliate for other sales shall not be remitted until such time when C&D has recovered all commissions that were paid on the refunded or canceled products, subscriptions, or services.
25. Affiliate acknowledges that one (1) commission plan exists a Uni-Level plan. And that any commission due Affiliate shall be paid by C&D shall be determined by the commissions based on that plan.
26. Affiliate agrees not to repackage or re-label C&D products or marketing materials, nor to sell said products or marketing materials under any other name or label. Affiliate further agrees to refrain from modifying or reproducing part or all of any marketing materials which have been copyrighted by C&D and to refrain from using any marketing materials which have not been pre-approved by C&D for advertising, promoting, or describing C&D’s products, services, or subscriptions.
27. Affiliate understands this Agreement restricts Affiliate to reselling and marketing products published by C&D, and/or any third party products C&D offers, and using any copyrighted materials in any advertising form, only as long as they actively remain an Affiliate in good standing with C&D. If this agreement is terminated for cause, by either party, Affiliate also understands that they cannot use any of these copyrighted materials, in whole or in part, to advertise, conduct seminars or consultations, or to provide any services similar to those offered by C&D.
28. Affiliate further understands that this Agreement does NOT authorize Affiliate to conduct educational workshops or seminars and/or give consultations in any form, using any C&D materials, either by live presentation or any other media, including seminars or presentations on the Internet. If this agreement is terminated for cause, by either party, Affiliate also cannot use any of these copyrighted materials, in whole or in part, to conduct seminars or consultations, or to provide any services similar to those offered by C&D. This restriction does not extend to images or presentations developed by SMARTEST Wealth/Private Family Banking Partners for the use of their agents
29. Except for specified advertising materials provided by the company, Affiliate may not reproduce C&D marketing materials, or use C&D logos, trademarks, service marks, trade names, literature, or the words or content of any literature or recorded message, in any type of advertising without prior written approval from C&D.
30. This agreement shall be for a period of one year and shall automatically renew every year henceforth on the anniversary date, unless sooner terminated, for cause, by either party upon 30 days’ written notice; or unless either party indicates, no less than three months prior to the renewal date, its intention to not renew the agreement.
31. This agreement is governed by laws of the State of Arizona, and the parties agree that proper jurisdiction and venue shall be in the state court of Maricopa County, Arizona. This agreement shall be binding upon the successors and assigns of both parties.
32. Affiliate understands and agrees that this agreement constitutes the entire agreement between the parties hereto. Affiliate has read this agreement, and hereby acknowledges keeping a copy of this document, and agrees to abide by and be bound by the terms contained herein as indicated by their signature on this document.
33. C&D does not waive its right to insist on compliance with this agreement or with the applicable laws governing the conduct of business. This is true in all cases, both specifically expressed and implied, unless an officer of C&D, who is authorized to bind C&D in contracts or agreements, specifies in writing that C&D waives any of these provisions. In addition, any time C&D gives permission for a breach of these Policies and Procedures that permission does not extend to future breaches.
34. Any controversy or claim arising out of, or relating to this agreement, or breach thereof, shall be settled by mediation using a mediator mutually agreed to by the parties. If mediation fails, then it shall be settled by arbitration utilizing no less than three arbitrators, administered by the American Arbitration Association in Phoenix, Arizona under its commercial arbitration rules, and judgment on the award rendered by arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall be brought on an individual basis and not as a class or consolidation action. Affiliates waive all rights to jury or court trial.
35. Affiliate agrees to refrain from directly competing with C&D during the term of this agreement and for a period of two years following the termination of this agreement for any reason. “Directly competing” is defined as having financial interest in an entity that provides and markets products or services which provide the same benefits to the same markets as served by C&D. This restriction does not extend to images or presentations developed by SMARTEST Wealth/Private Family Banking Partners for the use of their agents
36. C&D accepts this agreement upon receipt of any applicable payment for training material (if required) and receipt of this document signed by the Affiliate as of the date of arrival of the aforementioned by the C&D corporate offices located at: Content & Design, Inc. 591 E. Plaza Circle – Ste 179 Litchfield Park, AZ 85340 Affiliate understands that his/her receipt of Affiliate materials constitutes the “Acceptance” of this agreement by C&D. Affiliate understands that C&D reserves the right to deny this agreement for any reason. Should C&D deny the agreement, C&D will contact Affiliate, in writing, at the address provided by Affiliate within 30 days from the receipt of agreement. Furthermore, should C&D deny this agreement, any and all payments for training materials – if applicable – will be returned to Affiliate with said written denial. 35. Partial Invalidity. Should any portion of this Affiliate Agreement be declared invalid by a court of competent jurisdiction, the balance of this Affiliate Agreement shall remain in full force and effect. 36. C&D reserves the right to terminate any Affiliate at any time, for cause, when it is determined that the Affiliate has violated the provisions of this agreement, or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by C&D at its discretion. However, written notice shall be provided by C&D prior to termination to allow for appeal or correction of the violation. Upon an involuntary termination, C&D shall notify the Affiliate by certified mail at their latest address listed with the company. The Affiliate will have fifteen (15) days from the date the certified letter was mailed to appeal the termination in writing. The written appeal is expected to contain, but is not limited to, new facts and/or mitigating circumstances. In the event of termination, the terminated Affiliate agrees to immediately cease representing him/herself as an Affiliate. Where applicable state law on termination of a Affiliate is inconsistent with C&D policy, such state law termination procedures shall be in force.
Official notification shall be sent:
To C&D at:
Content & Design, Inc.
Attn: Affiliate Division
591 E. Plaza Circle – Ste 179
Litchfield Park, AZ 85340
To Affiliate at the address provided on the form said Affiliate completed that is linked to this page.
INTENDING TO BE LEGALLY BOUND, the Affiliate acknowledges by successfully submitting the Independent Referral Affiliate Agreement web form agrees to the terms as outline in this Independent Referral Affiliate Agreement as of the date stipulated.