This Independent Affiliate Agreement ("Agreement") is made and entered
into by and between BizClassifiedsPlace (hereinafter referred to
either as "BizClassifiedsPlace" or "Company") and you as an
independent Affiliate of BizClassifiedsPlace and participant in its
related network marketing plan (hereinafter referred to as "Independent
Affiliate"). As part of becoming an Independent Affiliate of
BizClassifiedsPlace, you acknowledge that you willingly accept all the
terms and conditions of this Agreement.
This Agreement includes important agreements and documents that set
forth terms, conditions and other representations including but not
limited to the Compensation Plan, which is published on the
BizClassifiedsPlace Internet web site and is incorporated herein by
reference.
Read the following information carefully. BizClassifiedsPlace reserves
the right to revise this Agreement from time to time without prior
notice. This is a Binding Agreement. You should visit this page
periodically and review it. YOU HAVE A RIGHT TO CANCEL THIS AGREEMENT
AT ANY TIME, REGARDLESS OF REASON. IF YOU WISH TO CANCEL THIS
AGREEMENT, SEND AN EMAIL TO AffiliateSupport@BizClassifiedsPlace.com.
As an Independent Affiliate of BizClassifiedsPlace, you make the
following representations:
You understand that pursuant to
BizClassifiedsPlace's 100% retail sales policy, no fee or consumer
purchase is required or is a means by which to become a
commissionable BizClassifiedsPlace Affiliate.
You are of legal age.
You agree that you are an Independent Contractor responsible for
determining your own business activities and not an agent or employee
of the Company. You will not represent in any manner that you are an
agent or employee of the Company. You are responsible for the payment
of any and all taxes required under any federal, state, or regulatory
taxing agency resulting from your activities as an Independent
Contractor under this Agreement.
This position does not constitute the sale of a franchise or the
sale of an Independent Affiliate position, and no fees or consumer
purchases have been required of you to become an Independent Affiliate.
In presenting BizClassifiedsPlace classified advertising and
informing others about the opportunity to become a
BizClassifiedsPlace Affiliate, you agree that your presentations and
related information will be strictly conveyed in accordance with the
following guidelines, and that you will be terminated as an
Independent Affiliate if you fail to abide by the following:
In
each presentation of the Independent Affiliate opportunity, you will
directly inform the prospect that no fee or consumer purchase is
required or is a means to become a commissionable BizClassifiedsPlace
Affiliate.
Except as provided elsewhere herein, you will only use
sales materials provided by BizClassifiedsPlace in your recruiting
efforts.
BizClassifiedsPlace may provide additional or modified policies
and procedures for Independent Affiliates from time to time, as well
as modifications to its Independent Affiliate Compensation Plan
("Compensation Plan"). Such policies and procedures and Compensation
Plan modifications, and all changes thereto, shall become a binding
part of this Agreement upon publication on the official
BizClassifiedsPlace Internet website located at
http://www.bizclassifiedsplace.com
You understand that no regulatory authority has reviewed,
endorsed, or approved any product or compensation program or this
Company, and you will make no such claim to others.
You understand that your Independent Affiliate position cannot be
transferred or assigned during your lifetime without the prior written
consent of the Company, whose consent will not be unreasonably
withheld. It can, however, be inherited or bequeathed. Failure to
remain an eligible Independent Affiliate shall result in automatic
suspension of your Independent Affiliate status and in such event;
Company may elect to terminate this Agreement immediately upon written
notice to you (see continuing eligibility requirements described in
Section 10 below).
Unless sooner terminated as set forth herein, this Agreement shall
commence on the date on which you accept the terms of this
Agreement and shall remain in effect for a period of one (1) year
(the "Term"). BizClassifiedsPlace may require annual or other
periodic renewal of this Agreement and may charge renewal fees
after the initial Term of this Agreement.
BizClassifiedsPlace expressly reserves the right to terminate this
Agreement upon thirty (30) days written notice in the event that
it elects to:
Further, Company has the right to terminate this Agreement at its sole
discretion, for any reason, upon thirty (30) days written notice to
you. Ongoing eligibility
requirements for both Affiliates and Qualified Affiliates are outlined
in the Compensation Plan, which is published on the
BizClassifiedsPlace Internet web site and is incorporated herein by
reference. You understand that Company will pay all compensation
earned by you up to and including any termination, cancellation or
suspension date of this Agreement. You understand that Company will
not pay compensation in arrears for periods during your ineligibility.
You understand that your marketing and promotion of
BizClassifiedsPlace, its products and services, the
BizClassifiedsPlace opportunity, and the marketing and
Compensation Plan shall be consistent with the public interest,
avoiding all discourteous, deceptive, misleading, unethical or
immoral conduct or practices.
You acknowledge that BizClassifiedsPlace reserves the right to
offer and/or sell its consumer products directly to the public or
to resellers using marketing and sales channels other than this
network marketing program.
You understand that all sales materials produced by
BizClassifiedsPlace have been developed to be fair and to comply
with the legal requirements of state and federal laws. You further
understand and agree that as an Independent Affiliate of
BizClassifiedsPlace:
You have the right to make copies of the sales materials for your personal use.
You have the right to post copies of the sales materials on your personal website ("Third Party Website").
You have the right to create links into the BizClassifiedsPlace
site from your Third Party Website, provided that clicking the link
either replaces your Third Party Website in entirety with the
BizClassifiedsPlace materials, or places the
BizClassifiedsPlace materials in a newly opened window. You
understand that this means specifically that you may not link any
portion of the BizClassifiedsPlace site into a framed or similarly
contained portion of your Third Party Website.
It is your responsibility to keep any copied material up to
date. You understand that BizClassifiedsPlace is not responsible to
notify you of any revisions to the sales materials (such revisions are
indicated at the BizClassifiedsPlace website).
You have the right to reproduce testimonials taken from
BizClassifiedsPlace materials in written, email, website or other
fashion.
No Internet links to the BizClassifiedsPlace website, other than
those that comply with the provisions of this Agreement, shall be
undertaken.
You have the right to copy any portion of a page from the
BizClassifiedsPlace website and post it on your Third Party Website,
ONLY if the following disclaimer is visible and readable alongside the
copied portion of the web page:
THIS IS NOT THE BIZCLASSIFIEDSPLACE
WEBSITE AND BIZCLASSIFIEDSPLACE IS NOT RESPONSIBLE FOR THE CONTENT,
CREATION, REPRESENTATIONS OR MAINTENANCE OF THIS SITE.
No representations, other than that "as an Independent Affiliate of
BizClassifiedsPlace", including but not limited to corporate
association, partnership, Compensation Plan examples or income
possibilities, may be used or made in any way, including but not
limited to chat rooms, Third Party Websites, or testimonials.
You have the right to register the term "BizClassifiedsPlace
Affiliate" and "BizClassifiedsPlace Independent Affiliate" with search
engines on the Internet. You have the right to register the term
"BizClassifiedsPlace" provided that your Third Party Website properly
communicates the trademarked status of the BizClassifiedsPlace trade
name. You have the further right to add your status as an Independent
Affiliate (example: Qualified Affiliate, Managing Affiliate, Senior
Affiliate, Director, Senior Director, etc.), as long as you do NOT
misrepresent that status. Other search engine registrations may be
made, as long as they comply with the terms of this Agreement.
You have the right to make postings in chat rooms as long as the
content of the postings complies with the terms and conditions of this
Agreement.
You acknowledge and certify that you have read, understand and
comply with the Direct Selling Association Code of Ethics (available
for review at http://www.dsa.org/ethics).
You will not use or transmit unsolicited emails or faxes, mass
e-mail distribution or "spamming" in order to promote
BizClassifiedsPlace, its products, compensation plan or any other
aspect of the Company. These restrictions do not include an email
or fax: (a) to any person with that person's prior express
invitation or permission; or (b) to any person with whom you have
an established personal or business relationship.
You will not promote your Independent Affiliate business nor use
the Company name, or the trade names, logos, sales materials,
trademarks or service marks of BizClassifiedsPlace, except in
materials provided by the Company, or in a manner that properly
communicates the trademark status of the BizClassifiedsPlace trade
name. I understand that unauthorized use of or duplication of
trademarks or copyrighted materials is a violation of federal and
state law.
You understand that you may not use or register or attempt to
register any of BizClassifiedsPlace's product names, service
marks, service names, trademarks, trade names, the Company's name,
or any derivative thereof, for any Internet domain name or into
any electronic email address. You further understand that as an
Independent Affiliate, you may not; (i) register a domain name or
URL that contains the word "BizClassifiedsPlace" (example:
myBizClassifiedsPlace.com or BizClassifiedsPlace4U.com); and, (ii)
register a domain name or URL that contains a misspelled version
of the word "BizClassifiedsPlace" (example:
BisClassifiedsPlace.com or BizClassifiedPlace.com).
You shall not respond to media inquiries regarding
BizClassifiedsPlace, its products or services, or its independent
BizClassifiedsPlace business opportunity without the express written
consent and permission of BizClassifiedsPlace. You understand that all
inquiries by any type of media must be immediately referred to
the BizClassifiedsPlace's Affiliate Support Department at
AffiliateSupport@BizClassifiedsPlace.com. You understand that this
policy is designed to ensure that accurate and consistent information
is disseminated to the public.
You are solely responsible for supervising and supporting any and
all Independent Affiliates you sponsor into the program and in
your commissionable downline. You agree to maintain regular periodic
communication and support to those Independent Affiliates in your
commissionable downline by way of any of the following, or
combination thereof: personal contact, telephone communication,
written communication (including frontline messaging), e-mail or
attendance at Independent Affiliate meetings.
You understand that BizClassifiedsPlace provides the following
support to its Independent Affiliates:
BizClassifiedsPlace will maintain your downline organization and its sales for review and reporting purposes on the BizClassifiedsPlace website
BizClassifiedsPlace will make available sales aids
BizClassifiedsPlace will provide payment of commissions and
bonuses pursuant to the Compensation Plan as published on the
BizClassifiedsPlace Internet website and incorporated herein by
reference. You further understand that despite BizClassifiedsPlace's
best efforts, at times the information posted on the
BizClassifiedsPlace website may not be up to date and may not reflect
the accurate, up to the minute status of your organization and sales.
Commission and bonus payments:
You understand that commissions and bonuses will be paid out only
if the gross payout amount is greater than $10.00. You understand that
if payouts do not exceed these levels, then payment will be deferred
until such time as they meet or exceed these payment levels.
You understand that commissions and bonuses will be paid to you no
later than thirty (30) days after the end of each Performance Period
(Performance Periods are set at one week intervals) via electronic
funds transfer. You understand that such payments are subject to your
keeping a valid electronic funds transfer account and making such
account available to Company. You understand that if you have not
provided a valid electronic funds transfer account within six months
of earning commissions and/or bonuses, any such accrued commissions
and/or bonuses owed to you will automatically be forfeited to the
Company. You understand it is planned that payouts occur every week, but
no assurances or guarantees are made by the Company regarding the
timing of payouts inside of thirty (30) days. You understand that if
the Company incurs any delay in payment processing or EFT transfer
errors due to Independent Affiliate's bank account, the Company is not
responsible for late or missed payments.
You understand that you will be charged a payment processing fee of
$4.00 for each compensation payment made to you hereunder. You
understand that the Company reserves the right to change these
processing fees in its sole discretion.
You will not make false or misleading statements about
BizClassifiedsPlace classified ads or the Independent Affiliate
program. You understand that display of commission information and
the making of income projections to prospective Independent
Affiliates are prohibited.
You understand that Independent Affiliates in the same household
or business (10 or fewer employees) shall have the same
sponsor. An Independent Affiliate may not have an ownership
interest in or receive commissions from more than one Independent
Affiliate position. Change of your original sponsor is not
permitted.
Independent Affiliate and customer lists and names are owned by
Company and may never be used for any commercial purpose without
prior written consent of Company. During the active Term(s) of
this Agreement and for one hundred eighty (180) days thereafter,
you shall not, directly or indirectly, solicit Independent
Affiliates or customers of BizClassifiedsPlace to other network
marketing organizations, except as to those Independent Affiliates
and subscribers personally sponsored by you.
You understand that if this Agreement is cancelled or terminated
for any reason, you cannot reenter into an Independent Affiliate
Agreement with the Company for a minimum period of six (6) months
from the termination or cancellation date without the prior
written consent of Company.
You understand that this Agreement is governed by the laws of
Minnesota, U.S.A
You agree that as an Independent Affiliate, you are an independent
contractor, and not an employee, agent, partner, legal Affiliate,
or franchisee of BizClassifiedsPlace. You are not authorized to
and will not incur any debt, expense, obligation, or open any
checking account on behalf of, or in the name of
BizClassifiedsPlace.
You understand that you will control the manner and means by which
you operate your Independent Affiliate organization, subject to
your compliance with this Agreement and the Compensation Plan
(incorporated herein by reference).
You agree that you will be solely responsible for paying all
expenses incurred by you, including but not limited to travel,
food, lodging, secretarial, office, long distance telephone and
other expenses.
You understand that you shall not be treated as an employee of
BizClassifiedsPlace for federal or state or any other tax
purposes. BizClassifiedsPlace is not responsible for federal or
state tax withholding, and shall not withhold or deduct from your
commissions and/or bonuses, if any, FICA, or taxes of any kind,
unless such withholding becomes legally required. Under penalties
of perjury, you certify that:
You are submitting your correct Social Security Number or Employer Identification Number (both collectively referred to as "Taxpayer Identification Number" or "TIN"), and
You are not subject to backup withholding because: (i) you are
exempt from backup withholding, or (ii) you have not been notified by
the Internal Revenue Service (IRS) that you are subject to backup
withholding as a result of a failure to report all interest and
dividends, or (iii) the IRS has notified you that you are no longer
subject to backup withholding, and
If Federal or State tax withholding becomes legally required for you,
you will contact BizClassifiedsPlace immediately at
AffiliateSupport@BizClassifiedsPlace.com.
You agree, and hereby subscribe to receive marketing
communications, Affiliate Newsletters and related correspondence
via email at the email address provided to
BizClassifiedsPlace; provided, however, that you shall have the
ability to unsubscribe from such communications by changing your
Independent Affiliate preferences using the Personal Information
Manager when you are logged into the Service at
www.BizClassifiedsPlace.com.
You understand that you do not have the ability to unsubscribe
from legal or account specific communications sent by the
BizClassifiedsPlace.
You agree to share your e-mail address and name with your entire
upline unless you provide notice via e-mail to the contrary to
BizClassifiedsPlace at AffiliateSupport@BizClassifiedsPlace.com.
You agree to protect, defend, indemnify and hold
BizClassifiedsPlace, its agents, shareholders, employees,
officers, directors, related and affiliated companies, successors
and assigns (individually, an "Indemnified Party", collectively,
the "Indemnified Parties"), harmless from and against any and all
third party claims, lawsuits, demands, actions, liabilities,
losses, damages and expenses (including but not limited to the
amount of any court costs and legal fees) (collectively, "Claims")
arising out of or resulting from (i) your breach of this
Agreement, (ii) the use by you of the Company's classified ads
and/or materials in a manner not specifically permitted by this
Agreement, (iii) Claims involving improper advertising of the
Company's classified ads and services by you, or (iv) Claims that
trademarks and/or materials that you use in association with your
position as an Independent Affiliate, with the exception of any
trademarks and materials supplied to you by the Company, infringe
the rights of third parties.
The Company shall notify you promptly in writing of a Claim for which
it may seek indemnification from you under this Section. The
Indemnified Party shall have the right to participate in the defense
of any Claim through counsel of its selection at its own
expense. BizClassifiedsPlace shall have the right at all times, in its
sole discretion, to control the defense of any Claim, and no Claim
shall be settled without the prior consent of BizClassifiedsPlace.
Except only as otherwise required by law, you agree to keep
confidential and not disclose to any third party, without the
prior written consent of the Company, (i) the terms and provisions
of this Agreement and (ii) the trade secrets or financial,
marketing or other business information of or concerning the
Company. Such confidential information may be disclosed if such
disclosure is required by a court of law or government authority
in connection with any suit, action or other dispute related to
this Agreement, but only to the extent necessary to comply with
such compelled disclosure, and after reasonable notice thereof to
enable the Company to apply for an appropriate protective order.
All written notices to you referenced herein shall be sent by the
Company via U.S. Mail, postage prepaid or delivered by courier
company, prepaid, to the address provided by you at the time of
your registration or as last updated.
If any provision of this Agreement should be determined by a court
of competent jurisdiction to be void or in any measure
unenforceable, the parties intend that such determination shall
amend or modify this Agreement by eliminating or modifying only
those provisions affected by the determination.
BY PROCEEDING FORWARD FROM THIS POINT AND CLICKING THE "I AGREE"
BUTTON DURING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE YOU HAVE
REVIEWED, AND YOU AGREE TO ABIDE BY, THE TERMS OF THIS AGREEMENT, THE
COMPENSATION PLAN, WHICH IS PUBLISHED ON THE BIZCLASSIFIEDSPLACE
INTERNET WEB SITE AND IS INCORPORATED HEREIN BY REFERENCE, JUST AS
THOUGH YOU HAD SIGNED IT PERSONALLY AND YOU WAIVE ANY RIGHT TO ASSERT
A CLAIM THAT YOUR SIGNATURE AND ACCEPTANCE OF THESE TERMS ARE
UNENFORCEABLE BECAUSE YOU ENTERED INTO THIS AGREEMENT
ELECTRONICALLY. BY PROCEEDING FORWARD FROM THIS POINT, THIS AGREEMENT
SHALL BE CONSIDERED IN EFFECT AND SHALL BE CONSIDERED TO HAVE BEEN
RECEIVED AND ACCEPTED BY BIZCLASSIFIEDSPLACE IN EXCELSIOR,
MINNESOTA, USA. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE
DISCONTINUE YOUR USE OF THIS WEB PAGE AND THE COMPANY'S INDEPENDENT
AFFILIATE PROGRAM BY CLICKING THE "I DECLINE" BUTTON DURING THE
REGISTRATION PROCESS. YOU WILL THEN BE RETURNED TO THE HOME PAGE OF
THE SITE.
This Independent Affiliate Agreement was last updated on Feb 9, 2004.
