This Affiliate Agreement (the “Agreement”) sets forth the terms of the relationship between LifeSuccess Productions, LLC (the “Company”) and you (the “Matrixx Affiliate” or “you”) as it relates to an affiliate commission referral program the Company offers to you (the “Matrixx Affiliate Program”) for your referral of the Bob Proctor Matrixx system (the “Matrixx”). You may enroll in the Matrixx Affiliate Program without cost.
1.Term of Agreement. The term of this Agreement will begin upon the Company’s acceptance of your Matrixx Affiliate application and will end when terminated by either party. Either you or the Company may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on sales occurring during the term.
2.No Charge to Participate. The Matrixx Affiliate Program is a voluntary program. Furthermore, there is no fee or charge to participate in the Matrixx Affiliate Program, and no purchase of the Matrixx or any other product or service is required to participate. Matrixx Affiliates are not required to make any minimum amount of sales of the Matrixx or any other product or service as part of the Matrixx Affiliate Program.
3.No Compensation for Recruiting. Any Matrixx Affiliate may sponsor another person to become a Matrixx Affiliate and by doing so become entitled as a “Sponsoring Matrixx Affiliate” to earn an additional commission from sales made by the affiliate he, she or its sponsors. As a participant in the Matrixx Affiliate Program, you will place primary emphasis on selling the Matrixx to end-user customers. In addition, you are not required to recruit new affiliates to the Matrixx Affiliate Program, and you will not be compensated for sponsoring or introducing new Matrixx Affiliates to the Company. Rather, any commissions the Company pays to you will be based solely on final sales of the Matrixx that you and your sponsored affiliates close for the Company.
4.No Income Guarantee. You acknowledge and agree that you are not guaranteed to earn any specific amount of income by participating in the Matrixx Affiliate Program.
5.Discretion to Accept Sales; No Gaming of Sales. The Company retains, in its sole discretion, the full authority to accept or reject any application, order or proposal to purchase the Matrixx. No right of action against the Company will arise because of any such acceptance or refusal. Sales of the Matrixx will take place directly between the Company and the end-user customers. All aspects of these sales to the end-user customers, including administration and fulfillment, will be handled by the Company. No Matrixx Affiliate may “game” the sales process for an advantage not anticipated by the sales process outlined in this Agreement. For example, a Matrixx Affiliate may not subsequently become a Matrixx Affiliate for multiple purchases simply to secure the effect of a discount off the purchase price. No Matrixx Affiliate may own more that one Matrixx Affiliate account.
6.Modification. The Company may modify any of the terms and conditions contained in this Agreement, at any time and in the Company’s sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available commissions, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE MATRIXX AFFILIATE PROGRAM FOLLOWING THE COMPANY’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THIS WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
7.Limitation of Liability. The Company 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 Matrixx Affiliate Program, even if the Company has been advised of the possibility of such damages. Further, the Company’s aggregate liability arising with respect to this Agreement and the Matrixx Affiliate Program will not exceed the total commissions paid or payable to you under to this Agreement.
8.Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT THE COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE (IF YOU HAVE ONE). YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MATRIXX AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
9.Commissions and Payments Procedures. The amount of commissions due to Matrixx Affiliates will be as set forth in this section. For each sale made by the Company (i.e., payment by an end-user customer for the Matrixx in accordance with the required payment terms) that a Matrixx Affiliate sells to another party, the selling Matrixx Affiliate will be paid a commission of 20% of the Retail Sales Price per Matrixx sold (the “Tier 1 Commission”). A Sponsoring Matrixx Affiliate will be paid a commission of 10% of the Retail Sales Price for each Matrixx sold (the “Tier 2 Commission”) by a Matrixx Affiliate who has been sponsored to become an affiliate by the Sponsoring Matrixx Affiliate. Commissions will only be credited to a Matrixx Affiliate after the customer has paid to the Company according to the required payment terms. If a customer requests a refund, or a charge back is issued by the credit card holder whose credit card was used to pay for that customer’s account, any commissions that were credited to the applicable Matrixx Affiliate will be deducted from the next monthly Matrixx Affiliate payment. If there is no next monthly payment, the Matrixx Affiliate will be billed and hereby agrees to be bound by law to reimburse the Company in full for any such commissions. Payments will be issued via check, debit card, A.C.H., Paypal or wire and will be made payable to the Matrixx Affiliate in the name the Matrixx Affiliate submits in his or her online registration, and mailed to the mailing address provided by the Matrixx Affiliate or delivered electronically. The Company reserves the right to withhold any payments until you have furnished us with a properly executed W-9 form (or equivalent form depending on the jurisdiction) as prescribed by the Internal Revenue Service or other relevant taxing authority. Until the Company receives your signed W-9 form by fax to LifeSuccess Productions, LLC, Attn: Matrixx Affiliate Program, fax # 480-661-1014, your commission checks will be withheld.
10.Tracking of Sales. The Company is solely responsible for tracking sales, including using special software that communicates with the specially encoded URLs assigned to Matrixx Affiliates. The Company will endeavor to do its best to ensure accurate tracking of commissions due to Matrixx Affiliates. Matrixx Affiliates will themselves be solely responsible for ensuring that any such special URLs are formatted properly, a necessary prerequisite to accurate tracking of sales. Notwithstanding the above statement of responsibility by the Company to track sales, you hereby acknowledge and accept that the tracking system employed by the Company is not 100% fail-safe and that there may on occasion be instances of sales made that are not credited to an Matrixx Affiliate for any number of possible reasons, some of which might be: failure by the Matrixx Affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on; deliberate or accidental actions by customers to circumvent an Matrixx Affiliate’s special URL so that the Company software is unable to accurately track that sale; bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time; acts of a nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, you will not hold the Company liable to compensate you for any claimed commissions that were not tracked and recorded by the tracking software. The Company will pay commissions on any future sales after the customer has re-entered our site through the use of a given web link.
11.Relationship of Parties. You agree that by participating in the Matrixx Affiliate Program you are acting as an independent contractor, and are responsible for determining your own business activities. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on behalf of the Company. Furthermore, you will not represent in any manner that you are an agent or representative of the Company. You will not make any statement, whether on a website or otherwise, that reasonably would contradict anything in this section.
12.Taxes. You are responsible for the payment of all federal and state/provincial self-employment taxes, as well as any other taxes on income you earn as an Matrixx Affiliate, that are imposed by any municipal, county, state/provincial, federal or regulatory taxing agency. The Company will not be liable for any municipal, county, state/provincial or federal taxes or other fees pertaining to your efforts or earnings.
13.Earnings Claims. In promoting and selling the Matrixx you will make no claims as to income potential, either written or oral, except those prepared by the Company for illustration purposes only. You will also not make any false or misleading statements about the Matrixx Affiliate Program, the Matrixx, the Company or any other Matrixx, LifeSuccess or Bob Proctor products or services.
14.No Government Endorsement. You will not represent or imply, directly or indirectly, that the Matrixx Affiliate Program has been approved or endorsed by any state/provincial or federal government agency. You understand and acknowledge that state/provincial and federal government agencies do not approve or endorse such products or programs.
15.Refunds. There will be no refunds EXCEPT in circumstances where you attend a Matrixx event and if at the end of the second day you are not completely satisfied, and decide you want a refund, you will be refunded the amount you paid. The Company will honor the laws of any jurisdiction applicable to a Matrixx customer that provide for refund policies differing from those set forth in this section, which laws are incorporated into this Agreement by reference.
16.Legal Age. By entering into this Agreement, you represent and acknowledge that you are of legal age in the state/province of your residency.
17.Intellectual Property. You will not promote the Matrixx Affiliate Program, the Matrixx, or any other Company products or services or use the Company name (or any of its affiliate’s names) or the trade names, logos, copyrighted materials, trademarks or service marks of the Company (or any of its affiliates) or the Matrixx, except in materials or via methods expressly provided by the Company or approved in writing by the Company prior to their use by you.
18.Indemnification. You hold harmless and will indemnify and defend the Company from any and all claims, expenses, costs, causes of action and damages, including reasonable attorney’s fees resulting from or arising out of your statements or actions in violation of this Agreement or applicable law.
19.No Franchise or Distributorship. Participation in the Matrixx Affiliate Program does not constitute the sale of a franchise or a distributorship and no fees or purchases have been or will be required of you.
20.Miscellaneous. The laws of the United States and the State of Nevada will govern this Agreement, without reference to rules governing choice of laws. Any dispute or claim arising out of or related to this Agreement (including issues about its validity or enforceability) will be exclusively resolved by binding arbitration using the rules of the American Arbitration Association. The arbitration will be held in Las Vegas, Nevada. You irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you may have to participate as a representative or member of any class of claimants in any class action against the Company, or any of its affiliated entities, now or hereafter pending relating to transactions evidenced by this Agreement or similar transactions. You may not assign this Agreement, by operation of law or otherwise, without the Company’s prior written consent. 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. The Company’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of the Company’s right to subsequently enforce such provision or any other provision of this Agreement.
Matrixx Affiliate Agreement – 1.0 © 2009 LifeSuccess Productions, LLC