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Affiliate Agreement

Updated: 08/11/14

01 DEFINITIONS

Agreement – Agreement refers to the following terms and conditions AKA: Affiliate Agreement.

Affiliate – Any provider of services (such as an accountant, attorney, etc.) who is accepted by SmallBiZ.com to offer SmallBiZ.com’s services to other clients.

Commission – The amount paid to an Affiliate on all orders that originate from a Referred Affiliate.

Completed Order – Refers to when SmallBiZ.com has been provided all information and payment needed to complete an order, and the filing has been accepted by the appropriate state agency.
Firm Name – The name of the entity or business used by the Affiliate to register as an Affiliate. Affiliate Profit is paid to the Affiliate’s Firm and not a Affiliate’s personal name. 1099’s will not be issued.

Gross Margin – Total order less: Any Affiliate profit

Incorporator Private Label – Includes SmallBiZ.com’s proprietary EZ ordering software and filing fulfillment systems.

Secretary Services – Secretary Services (listed under a different name) is a web-base compliance tool offered only through SmallBiZ Affiliates, based on the same plateform as SmallBiZ Secretary.

Profit – Profit is the amount charged by an Affiliate to his/her client on top of all SmallBiZ.com fees. This amount may be expressed as a dollar amount or as a percentage of the total order charges.

Referred Affiliate – An Affiliate who signs up as a SmallBiZ Affiliate as a result of being referred by another existing and already approved Affiliate.

SmallBiZ.com – SmallBiZ.com refers to SmallBiZ.com, Inc. the owner of SmallBiZ.com, The SmallBiZ.com Network, which includes all websites, software, tangible & intangible property, etc.

02 DUTIES AND RESPONSIBILITES

SmallBiZ.com hereby grants Affiliate a non-exclusive right to offer to Affiliate’s clients, the services products & resources which SmallBiZ.com makes available to Affiliate as specified in this agreement. This non-exclusive right includes the following:

SmallBiZ.com Corporate Services – Affiliate is granted the right to use, market, promote and/or resell SmallBiZ.com’s incorporation and llc formation services as well as other SmallBiZ.com corporate products and services currently offered on SmallBiZ Incorporator, IncyourBiZ.com, SmallBiZ.com/incorporator/ and other related web pages.

Incorporator Private Label – Affiliate is granted the right to use, market, and/or promote SmallBiZ.com’s Incorporator Private Label, which allows Affiliate to offer incorporation & llc formation services, and other SmallBiZ.com, and Secretary services online directly to Affiliate’s clients under Affiliate’s brand.

SmallBiZ.com further grants Affiliate a non-exclusive limited license, in accordance with the terms and conditions of this Agreement, to use any materials owned by SmallBiZ.com and deemed acceptable for use by SmallBiZ.com. These materials may include: any names, logos, trademarks, service marks, trade dress, copyrights, content and proprietary technology currently used or which may be developed and/or used by it in the future. Affiliate may not modify, alter or change any materials without written permission of SmallBiZ.com.

Affiliate is responsible for the development, operation and maintenance of its own web site and for all materials that appear there. During the term of this Agreement, Affiliate’s web site(s) shall be available on the World Wide Web at all times, except for maintenance and other items which are not predictable due to acts of God or technical failure, in which case, Affiliate agrees to use its best efforts to restore its web site as soon as possible. Likewise, SmallBiZ.com agrees to use its best efforts to maintain all web sites that are part of this Agreement and in the event of a technical failure or act of God, SmallBiZ.com agrees to use its best efforts to restore its web site(s) and all necessary software as soon as possible.

Affiliate is responsible for immediately notifying SmallBiZ.com of any malfunctioning of the SmallBiZ Private Label system or other problems with Affiliate’s web site and the links to SmallBiZ.com’s or SmallBiZAffiliate.com’s web sites. Affiliate will use commercially reasonable efforts to respond promptly to all concerns upon notification to Affiliate by SmallBiZ.com.

Affiliate warrants and represents to SmallBiZ.com that each Internet Site identified by Affiliate at the URL that will receive SmallBiZ.com’s link and is controlled by the Affiliate and operated by the Affiliate and/or its independent contractors, will be functional and accessible at all times and is in compliance with all with all applicable laws and regulations and suitable in all respect to receive the link from SmallBiZ.com. SmallBiZ.com may test the Affiliate’s URL and in THE SmallBiZ.com’s sole discretion may remove any URL(s) at any time that fails to comply with the SmallBiZ.com ‘s requirements.

03 RESTRICTIONS ON USE OF SMALLBIZ MATERIALS

Affiliate agrees to use all software, content, or other materials provided by SmallBiZ.com in a way that is consistent with this Agreement for providing SmallBiZ.com’s services & products to Affiliate’s clients. At such time Affiliate uses any of the materials provided by SmallBiZ.com to offer competing services, such as but not limited to filing services, compliance services, registered agent services, etc.; Affiliate will cease and desist immediately from using any SmallBiZ.com materials and all such materials will be removed from Affiliate’s website and marketing and returned to SmallBiZ.com within 24 hours.

04 NON-COMPETE

Affiliate agrees to not copy or reproduce any SmallBiZ software or content, except as provided for in this agreement and never for the purpose of soliciting customers for any services services currently being offered by SmallBiZ.com.

05 RELATIONSHIP OF PARTIES

Affiliate and SmallBiZ.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on SmallBiZ.com ‘s behalf. Affiliate will not make any statement, whether on Affiliate’s site or otherwise, that reasonably would contradict anything in this Section.

06 PAYMENT TO PARTNER/AFFILIATE

Because Affiliates can set their own profit on top of any and all fees charged by SmallBiZ.com, there is no additional payments due to Affiliate aside from Affiliate’s profit. Generally, it is expected that Affiliate will collect all payments from its clients for all orders. However, if SmallBiZ.com is requested to receive payments from Affiliate’s clients and process them through SmallBiZ.com’s merchant account (credit card orders), SmallBiZ.com will pay Affiliate all Profit collected on the Affiliate’s behalf, less a reasonable merchant fee and any returns or cancellations, after order has been completed and all paperwork and products ordered are delivered to Affiliate. Usually, this is upon delivery of company kit. Affiliate’s Profit is only paid to Affiliate’s Firm Name.

As an incentive to grow our Affiliates, every Affiliate who refers another Affiliate to SmallBiZ.com will be paid a 10% commission (paid on SmallBiZ.com’s Gross Margin from each sale) on all sales completed by Referred Affiliate through Referred Affiliate’s Incorporator site. As a policy, an Affiliate will only receive a commission if the Referred Affiliate mentions the Affiliate by name in the sign-up process only. To protect Affiliates, if the Referred Affiliate does not mention the Affiliate’s name until AFTER the sign-up process, the Affiliate will NOT be due a commission on any orders submitted by the Referred Affiliate.

07 TERMS OF AGREEMENT

This agreement shall be effective upon any one of the following actions taken by the Affiliate: Affiliate signs up with SmallBiZ.com to become an Affiliate; Affiliate signs up for Incorporator Private Label; Affiliate starts offering SmallBiZ.com products and/or services; or when Affiliate starts marketing SmallBiZ.com’s products and/or services to other potential Affiliates. This Agreement shall end upon termination by either party. Either party may terminate Agreement, with or without cause, at any time. Affiliate is only eligible to earn referral fees on sales occurring during the term. This agreement shall be governed by the laws of the State of Nevada without regard to its conflict of laws procedures. Any action relating to this Agreement must be brought in the federal or state courts located in Nevada.

08 MODIFICATION

SmallBiZ.com may modify any of the terms and conditions contained in Agreement at anytime at its sole discretion, by posting this Agreement on the site. Modifications may include, but are not limited to, changes in the scope of available commissionable fees, commission percentages, payment procedures and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUTED PARTICIPATION IN THE PROGRAM FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON SMALLBIZAFFILIATE.COM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

09 LIMITATION OF LIABILITY

Anything in the Agreement to the contrary notwithstanding, under no circumstances whatsoever shall SmallBiZ.com be liable to Affiliate for any special, consequential, indirect, or incidental damages of any kind whatsoever arising in connection with this Agreement or the Program. In no event whatsoever shall SmallBiZ.com ‘s liability to Affiliate for any other reason whatsoever exceed in the aggregate the sum of the total Commission or Profit payable to Affiliate under this Agreement.

10 SOLE AGREEMENT

This Agreement shall be an Agreement binding upon each of the parties hereto, their successors, and to the extent permitted their assigns. This Agreement represents the sole Agreement between the Parties and supersedes and merges any prior Agreement, oral or written, between the Parties with respect to the subject matter hereof.

Affiliate understands that SmallBiZ.com may at any time solicit customer referrals on terms that may differ from those contained in this Agreement. Additionally, SmallBiZ.com may operate web site(s), offer services and/or products which may be similar to or directly compete with that which Affiliate offers.

11 MISCELLANEOUS

Affiliate may not assign this agreement, by operation of law or otherwise, without prior written consent by SmallBiZ.com. SmallBiZ.com’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of SmallBiZ.com ‘s right to subsequently enforce such provision or any other provision of this Agreement.