THIS AGREEMENT, by and between Ranking Trainer, a Utah registered DBA, and/or Ranking Trainer, LLC (hereafter “RT” or “Ranking Trainer”) and/or its assigns, and the Affiliate named on an original submission through RT’s website of a an Affiliate registration or purchase of a Qualification Product, (hereafter “Affiliate”)
W I T N E S S E T H
WHEREAS, RT is a company engaged in the business of training its Members to create and design websites, host them online, promote them and utilize various software applications (hereafter “Modules” and/or “Add-Ons”) to accomplish its training purposes. RT’s training course teaches its Members RT’s proprietary method which it refers to as “Modular Marketing,” and
WHEREAS, RT provides numerous products and/or services designed to enhance its Member’s ability to successfully promote their own websites, by selling Add-Ons, and
WHEREAS, RT is in need of Independent Affiliates to sell its, Modular Marketing course and such other Add-On services and/or products offered through its website, and
WHEREAS, Affiliate is a natural person or a legally registered entity within the United States of America or such other country in which Affiliate is physically located, and said Affiliate desires to perform those services as enumerated below,
NOW THEREFORE, in consideration of the mutual covenants, terms, obligations, commission and/or bonus payments made to the Affiliate as contained herein, the receipt and adequacy of which are hereby acknowledged to be sufficient, the Parties hereto agree as follows:
- Definition of Terms: The following definition of terms applies to this Agreement:
- Compensation Plan or Sales Plan: A plan by which Affiliates are organized into a management structure for the purpose of:
- Finding customers for RT,
- Persuading such customers to purchase RT’s services and products,
- Recruiting and training other Affiliates to sell RT’s services, and
- Providing a system of rules administered by an online system that tracks and pays Affiliates with Commissions, Bonuses and/or other compensation based upon the results of their efforts.
- Sponsor: When a person or entity becomes an Affiliate, they must be recruited by another authorized Affiliate or the Company. Such authorized Affiliate is known as the “Sponsor” of the new Affiliate. In the event an Affiliate submits an application without having been referred by another Affiliate, that Affiliate’s Sponsor is Ranking Trainer or its assign(s).
- Member(s): Anyone who registers an Affiliate or Customer of RT is a “Member.”
- Downline: Affiliates are authorized to recruit and Sponsor other Affiliates. Upon doing so, the Affiliate has a responsibility to train and motivate their Affiliate with respect to all duties required under the Independent Affiliate Agreement. The newly recruited Affiliate also has the right to recruit, train and motivate other Affiliates. All Affiliates thus recruited under the original Affiliate, and Affiliates Sponsored under the newly recruited Affiliate, regardless of how many levels away from the original Affiliate, are known as the Affiliate’s Downline.
- Upline: The Upline consists of the Sponsoring Affiliate for each Affiliate, plus all those in the genealogy above the Sponsored Affiliate.
- Commission: A payment to the Affiliate defined as a percentage of fees paid by RT Members together with the requirements needed to qualify for receipt of such payment(s), as defined by the Sales Plan policies as currently posted on the RT website.
- Bonus: A payment to the Affiliate defined as a percentage of sales made by Affiliates in the original Affiliate’s Downline. The amount of this payment is further defined by the current Compensation Plan and posted on the RT website.
- Affiliate Commission and Bonus: Each time a commissionable product is purchased by a Customer
- Major Account: Any customer, investor or other who either (a) spends $10,000 or more on any single transaction or on multiple transactions over the period of one year exceeds $25,000 in purchases, or (b) is designated to be a “Major Account” by the Company, in the Company’s sole and absolute discretion, is considered to be a Major Account. A customized agreement may, in the Company’s sole discretion, be executed between the Company and the Customer on Major Accounts.
- Compensation Plan or Sales Plan: A plan by which Affiliates are organized into a management structure for the purpose of:
- Commission Value (“CV”): This is the value of any item or service sold by RT, against which the commission or bonus is calculated. The CV can be 100% or and percentage value less than 100% of the selling price.
- Integration of Agreements: The definitions, terms and conditions cited in the Ranking Trainer Agreements posted on its website are hereby incorporated into this Agreement as if fully set forth herein.
- Conflict of Terms: The Parties hereto agree that any conflicts between identical or substantially similar definitions, terms and conditions within these integrated agreements are resolved by the terms of this Agreement, which the Parties agree is the controlling Agreement for purposes of Affiliate functions.
- This Agreement is Executed Exclusively With RT: The Affiliate hereby acknowledges, understands and agrees that this Independent Affiliate Agreement is executed by and between RT and the Affiliate unless assigned to a third party by RT. In the event of assignment hereunder, the Affiliate recognizes and understands that Ranking Trainer and its assigns are separate and distinct companies with different ownership and functions.
- Assignment: RT may from time to time assign its duties and responsibilities hereunder to a third party entity to execute the terms and conditions hereunder. In the event of such assignment, RT agrees to notify Affiliate by posting such notice on the company’s website under its Policies and Procedures. From the date of such posting, the Member understands, agrees and acknowledges that all terms and conditions of this Agreement shall inure to such assigned entity and that from the assignment date until further notice to the contrary by RT, the Affiliate’s agreement shall be by and between the Member and such entity. This Agreement may not be assigned by the Affiliate to any other party without the express written consent of RT or its assigns.
- Release and Indemnification of Ranking Trainer: In the event of assignment hereunder by RT, any and all claims with respect to commissions, bonuses, payments of any kind or nature, or controversies of any kind or nature, which may arise under this Agreement, shall be resolved exclusively by and between the Affiliate and RT’s assignee and not between the Affiliate and Ranking Trainer. Neither shall Ranking Trainer be made a party to any such dispute. The Affiliate hereby certifies that, upon assignment hereunder, he/she/it shall have no legally binding agreement with Ranking Trainer and as such, hereby:
- Indemnifies Ranking Trainer from any acts and/or omissions of the Affiliate in connection with Ranking Trainer’s business,
- Forever releases Ranking Trainer from any claim or liability whatsoever, which Affiliate may assert with regard to any aspect of Ranking Trainer’s business, property or assets, service, performance, act, omission, failure to act, and also
- Releases Ranking Trainer from any claim or controversy whatsoever relative to any other issue with regard to Ranking Trainer’s service, the Compensation Plan, sales or any other issue, and
- Forever releases Ranking Trainer from any liability whatsoever from any other claim(s) related to any issue between the Affiliate and Ranking Trainer, whether or not such claim or issue is related to Ranking Trainer’s business, whether prior to, during the term of, or subsequent to the execution of and term of this Agreement.
- Notwithstanding the foregoing releases of liability by the Affiliate of Ranking Trainer, the Affiliate specifically understands and agrees that he/she/it remains responsible for his/her/its conduct with respect to duties, acts and omissions under this Agreement to both RT and to RT’s assigns.
- Responsibilities of the Affiliate: The Affiliate hereby agrees to the following duties, obligations, representations and responsibilities:
- The Affiliate is a natural person age 18 or older, or is a validly existing legal entity with the person executing this agreement having full legal authority to act on behalf of said entity.
- The Affiliate will explain RT’s services, products, Customer benefits and Affiliate Compensation Plan thoroughly, without misrepresentation and truthfully answer any questions posed by prospective Members, Customers and Affiliates, making only those claims and representations as are found in writing and posted on RT’s official website.
- To adhere to all RT company policies, as updated from time to time by RT and posted on RT’s website. The Affiliate hereby agrees that all such policies are hereby made a part of this Agreement as if fully set forth within this document. The Affiliate further agrees to abide by any and all modifications, additions or deletions to such policies as they are posted on RT’s website.
- To utilize his/her/its best efforts to promote RT’s services to others and enroll sufficient Members, Customers and Affiliates to enable Affiliate to meet Affiliate’s minimum requirements according to current RT policy in order to qualify for commissions and/or bonuses.
- To adhere to all federal, state and local laws and regulations with regard to self-employment, working from home, business opportunities, Multi-Level-Marketing or Network Marketing statutes and any other laws and/or regulations pertaining to Affiliate’s business activities under this Agreement.
- Responsibilities of RT: RT hereby agrees to the following duties, obligations, representations, and responsibilities:
- To use the company’s official website for the benefit of the Affiliate and the Affiliate’s prospects. Such website can be used for the recruitment of Members, Customers and/or other Affiliates. Such website shall also have one or more password-protected areas for the use of the Affiliate in promoting Ranking Trainer products and/or services. RT shall provide a replicated website for the Affiliate without any cost or fees whatsoever to the Affiliate for Affiliate’s use in promoting and selling RT’s services and for recruiting other Affiliates.
- To provide training and sales materials via the Ranking Trainer website and/or through other electronic means, plus telephone conference call meetings from time to time, at no charge to the Affiliate. RT warrants that such free materials and training will be sufficient to assist the Affiliate in performing his/her/its duties hereunder. RT reserves the right to charge a fee for training materials and/or meetings which, in RT’s sole and exclusive discretion, may be required to meet its business needs.
- To pay bonuses and commissions on a timely basis, in accordance with the then-current Ranking Trainer policies, and to provide timely reports of downlines, sales and other activity relative to the Affiliate’s duties hereunder.
- To enforce Ranking Trainer policies with regard to sales and marketing and to cause such policies to be posted with adequate modifications from time to time on the Ranking Trainer website. The Parties hereto acknowledge that RT’s sole responsibility with regard to notification of policies and policy changes is to ensure such details are posted on Ranking Trainer’s official website.
- To facilitate and provide all such other services as may be needed by RT’s paying customers including but not limited to providing all training and Add-On services as advertised and promoted by RT.
- To assist Ranking Trainer as needed and requested by Ranking Trainer to provide services to its Customers as advertised.
- Qualification to Earn Commissions and Bonuses:. Affiliate understands and agrees that he/she/it is not required to purchase any product or service whatsoever as a qualification to earn and be paid commissions and/or bonuses. The Parties understand and agree that Commissions and Bonuses are paid in exchange for the Affiliates sales and that the amount earned on such Commission/Bonuses are not impacted by payments made by Affiliate as a Customer of RT. And purchases made by Affiliate as a Customer of RT are voluntary and are not required by the Compensation Plan.
- Authorization To Call Affiliate and Deliver Pre-Recorded Messages: The Affiliate hereby specifically directs, requests and authorizes Ranking Trainer and/or RT to use its Automated Dialing and Announcing Devices (hereafter “ADAD;s”) to call the Affiliate’s telephone number provided under the Affiliate’s Ranking Trainer profile from time to time and deliver pre-recorded messages to the Affiliate. Additionally, the Affiliate authorizes and requests RT to deliver offers and messages from its Customers and/or its other Affiliates or from RT directly to the Affiliate’s e-mail address and postal mail address from time to time which, in RT’s sole discretion, are necessary to further the business purposes of RT. The Affiliate specifically authorizes and requests all his/her/its Upline Affiliates to place ADAD calls to him/her/it from time to time. The Affiliate further specifically authorizes and requests that calls from ADAD’s are authorized to be made during the entire term of this Agreement.
- Policies and Procedures: The Affiliate hereby agrees to abide by all Policies and Procedures posted on the Company’s website together with any and all amendments, edits or changes thereto. The Affiliate specifically agrees to the following two policies:
- Stacking is a Prohibited Practice: Stacking is the process whereby one Affiliate sponsors one or more other Affiliates in a straight line below him/her/it which results in receiving all or any portion of commissions or bonuses earned by the stacked Affiliate’s commission that should rightfully flow upline. Stacking includes entering an Affiliate record that is either a duplicate of the Affiliate’s account or a straw man (i.e. fake or fictitious) entry, or a contact of Affiliate working in collusion with Affiliate to accomplish the Stacking purpose. By Stacking, the original Affiliate who started the “stack” may become eligible to receive bonuses from those “stacked” between the originating Affiliate and any new Affiliates sponsored under the last level of the “stack.” Thus, no arms-length transaction exists between the originating Affiliate and the Affiliate(s) that are “stacked” between the original and the new non-related Affiliate who registers under the last stacked Affiliate. This process is known throughout the MLM/Networking industry as an unethical practice and as such, is a material breach of contract which can result in termination or other action against the Affiliate(s) engaging in such practices. Stacking is considered harmful and detrimental to the integrity of the compensation plan because it has the effect of depriving upline Affiliates as well as the Company of Commissions and/or Bonuses which have been rightfully earned, but are then received by the originating Affiliate as a result of the stacking. The basic rule of thumb in stacking is this: If a downline Affiliate (whether entity or human) is referred/sponsored from an arms-length, bona fide recruitment effort it is allowable. However, if the result of the sponsorship is to capture additional commission or bonus for the sponsoring Affiliate from Affiliates who essentially take no active role in selling and/or recruiting, this is known as stacking and deprives the upline and/or Company of their rightful earnings.
- Commission Sharing: When the company or an Affiliate helps another Affiliate close a sale and collect the money, the assisting Affiliate (or company) is entitled to either 50% or 80% or more of the commission, as determined on a case-by-case basis by the Company. Upline bonuses are not affected by commission sharing unless the customer is declared to be a “Major Account” by the Company. If the Company, an Affiliate or any other authorized entity closes a sale to a Customer on behalf of another Affiliate, the Company or Affiliate who closes the sale is entitled to share up to 80% or more of the commission in the event the existing Affiliate’s Sponsor, lead assignee or referring Affiliate contact does not participate in the presentation or sale. The other 20% will be paid to the Sponsor, lead, assignee or referring Affiliate. Upline bonuses are not affected by such sales unless the Company modifies the Bonus structure for its own purposes. If an Affiliate requires assistance from another Affiliate and the requesting Affiliate participates in the sales effort, the assisting Affiliate is entitled to share half of the Commission. Commission sharing is authorized on a case-by-case basis by the Company. The Affiliate who wishes to share in a Commission must contact the Company and provide written authorization from the Affiliate with whom the Commission is shared prior to the time a shared Commission is paid by the Company.
- Tax Identification Number: The Affiliate understands and agrees that he/she/it must supply RT with a valid Social Security Number or Federal Employer Identification Number (“E.I.N.”), in the event Affiliate’s earnings exceed the minimum amount as required by the Internal Revenue Service for reporting purposes using IRS Form 1099. The Parties agree that RT shall
- Notify the Affiliate at or before the time the Affiliate reaches the minimum amount required by the Internal Revenue Service (“IRS”) that RT is required to have the Affiliate’s tax identification number on file, and
- RT shall cease making Commission and/or Bonus payments to the Affiliate at that time until such time as the Affiliate provides the tax identification number and any additional information as may be required by RT and/or the IRS.
- Termination: This Agreement may be terminated at any time by the Affiliate with or without cause by (a) Delivering written notice of such termination to RT, or (b) by following the cancellation procedure on RT’s website. RT may cancel this Agreement with the Affiliate at any time for breach of any term of this Agreement by delivering written notice of such cancellation to the Affiliate, which notice shall include the term(s) of this agreement which have been breached by the Affiliate. Any amounts owing from one party to the other shall survive such termination until satisfied in full. Bonus and/or Commission payments due to the Affiliate at the time of termination shall be paid by RT, less any offsets or withholding due to RT. Bonus and/or Commission payments shall immediately cease accruing to the Affiliate’s account upon RT delivering a Notice of Termination to the Affiliate at the Affiliate’s last known email or postal mail address.
- Indemnity and Hold Harmless: The Affiliate agrees to defend, indemnify and hold harmless RT from any and all claims or controversies arising from Affiliate’s actions hereunder, including attorney’s fees, and further agrees to defend RT from any and all adverse actions against it resulting from Affiliate’s actions under this Agreement, by paying all the costs and/or expenses of litigation, arbitration and/or any other cost or expense required to defend RT under such circumstances.
- Arbitration: Any dispute arising between the Affiliate and RT and/or RT shall be resolved in Salt Lake City, Utah, USA by binding arbitration pursuant to the then current Commercial Rules of the American Arbitration Association. The Affiliate agrees to abide by such rules pertaining to the selection of arbitrators. Arbitrators have no right to change this Agreement. The Affiliate agrees that any decision rendered in arbitration shall be filed and adopted by any court having proper jurisdiction.
- Choice of Law and Venue: This Agreement shall be governed exclusively by Utah State law and USA Federal law governing the Utah Federal Courts, without regard to conflict of law provisions. Any legal or equitable action concerning this Agreement or the relationship created by it shall be initiated only in Salt Lake County, State of Utah, USA. If a court of competent jurisdiction finds any portion of this Agreement invalid or unenforceable, the remaining provisions and portions hereof shall not be affected.
- Termination of Agreement between Ranking Trainer and its Assignee, If Any: The Affiliate understands that the Agreement between RT and its Assignee (if any) is subject to termination according to the terms of that Agreement. In the event of such termination, Ranking Trainer shall resume control of this Agreement and hereby agrees to honor all the terms and conditions of this Agreement with the Affiliate. In the event of such termination of agreement between RT and its assignee, either RT or its assignee shall notify the Affiliate in writing of such termination by posting such notice on RT’s website in the Policies and Procedures section. The Affiliate acknowledges and agrees that such website posting shall be sufficient notice to satisfy the Affiliate of such notice of termination between RT and its assignee. Subsequent to the termination of an agreement between RT and its assignee, this Agreement may be assigned by RT to another entity for the purpose of managing sales and marketing in substantially the same manner as performed by RT’s previous assignee, in Ranking Trainer’s sole and exclusive discretion. Any change in the terms and conditions of this Agreement at the time of such re-assignment of the marketing agreement between RT and RT shall be noted in the policies and procedures on the official RT website. The Affiliate agrees to be bound by all terms and conditions of this Agreement whether the agreement remains with RT or is assigned by RT to an entity for management of sales and marketing.
- Relationship of the Parties:
- Doing Business in USA: All business conducted by Affiliate and/or Affiliate’s customer(s) shall be done online through RT’s website(s) which physically reside(s) on servers located within the United States of America. The Affiliate understands and agrees that RT is conducting its business within the USA and is therefore only subject to the laws of appropriate State and USA Federal laws. RT does not do business in non-USA countries. However, RT’s customers, Affiliate’s customers and Affiliate do/does business with RT in and from the USA by logging into RT’s servers which are physically located within the boundaries of the United States of America. As such, all transactions with RT are considered to be USA transactions. The Affiliate understands and agrees that RT is therefore not subject to the laws and regulations of non-USA countries and jurisdictions.
- Independent Status: Affiliate is not nor shall be deemed to be an employee, partner, principal, agent or joint venture of RT.
- No Withholding: Consistent with the foregoing, neither U.S. Federal, State, nor local income tax, nor payroll tax of any kind shall be withheld or paid by RT on behalf of the Affiliate or on behalf of the employees of the Affiliate, unless the Parties enter into an explicit, written contract requiring the withholding of payroll taxes on behalf of the Affiliate or on behalf of the employees of the Affiliate. The Parties do not contemplate entering into any such contract.
- The Affiliate Is Not An Employee of RT: The Affiliate shall not for U.S. Federal, State or local tax purposes be treated as an employee of RT for any purpose whatsoever, unless the Parties enter into an explicit, written employment contract requiring such treatment. The Parties do not contemplate entering into any such contract.
- Reimbursement: Should the IRS or other taxing authority determine, find or order that an employer/employee relationship exists, any deemed employee thereunder shall be responsible for, pay and hold harmless RT for said deemed employee’s share of all taxes, withholding, Social Security, etc. normally paid for by the employee.
- Authorization To Withhold: RT is specifically entitled to offset and/or withhold from compensation to the Affiliate any amounts which are or may become due to it during or subsequent to the term of this Agreement, prior to delivering any such payment to the Affiliate.
- Non-Waiver: The failure of either party to exercise any of its rights under this Agreement for breach thereof shall not be deemed to be a waiver of such rights or a waiver of the right to enforce such rights upon any subsequent breach.
- Effect of Partial Invalidity: The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall remain in full force and effect.
- Headings: The titles to the paragraphs in this Agreement are solely for the convenience of the parties and shall not affect in any way the meaning or interpretation of this Agreement.
- Entire Agreement: This Agreement, together with those Policies and Procedures incorporated into it via RT’s website by reference thereto elsewhere in this Agreement, contains the complete agreement between the parties and shall supersede all prior agreements between the Parties hereto, whether oral or written. The Parties represent and stipulate that neither of them has made any representations except as are specifically set forth in this Agreement and each of the Parties acknowledges that they have relied upon their own judgment and independent investigation in entering into this Agreement. Any modification of this Agreement shall be in writing, executed by each Party.
- Attorney’s Fees: Upon the entering of judgment of one party against the other, the prevailing party shall be entitled to recover all court costs, attorneys’ fees and other expenses of arbitration and/or litigation.
IN WITNESS WHEREOF, the parties hereto agree, effective as of the date this Agreement is submitted, accepted and/or acknowledged through Ranking Trainer’s official website.