Profit Connect (“Profit Connect”) and its Affiliates mutually agree to resolve all claims and disputes arising out of or relating to an Independent Business, the Affiliate Contract as defined in Rule 1.1 of the Profit Connect Rules of Conduct (“Rule” or “Rules”), as well as disputes involving Business Support Materials (“BSM”), as defined in Rule 7, under the Dispute Resolution Procedures described in the Rules, specifically Rule 11. The Rules shall be part of this Affiliate Registration Agreement (“Agreement”) and are incorporated by reference. A copy of the Rules is available to review at www.ProfitConnect-Agent.com.
I agree to submit any dispute I may have with another Affiliate, a former Affiliate, Profit Connect, or an Approved Provider of BSM, as defined in Rule 7, to conciliation under Rule 11.4. I further agree that if any claim or dispute cannot be resolved by good faith efforts in conciliation under Rule 11.4, I will submit any remaining claim or dispute arising out of or relating to my Independent Business, the Affiliate Contract (including any claim against another Affiliate, a former Affiliate, or any such Affiliate’s officers, directors, agents, or employees; or against Profit Connect and any parent, subsidiary, affiliate, predecessor or successor thereof, or any of their officers, directors, agents, or employees) as well as disputes involving BSM or Approved Providers of BSM, to binding arbitration in accordance with Rule 11.5. The arbitration award shall be final and binding and judgment may be entered upon it by any court of competent jurisdiction. Demand for arbitration shall be made within 2 years after the claim arose, but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations, subject to the tolling provision in Rule 11.5.5. The agreement to conciliate and arbitrate under Rule 11 is reciprocal and binds Profit Connect, Affiliates and Approved Providers.
The Arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.
BUSINESS SUPPORT MATERIALS
Some Affiliates and Profit Connect accredited third-party providers (“Approved Providers”) offer optional BSM to Affiliates (See Rule 7 for more information). I UNDERSTAND THAT I DO NOT HAVE TO BUY BSM TO BECOME AN Affiliate AND THAT BSM MAY BE HELPFUL BUT ARE NOT NECESSARY TO BE A SUCCESSFUL Affiliate. BSM ARE OFFERED SEPARATELY FROM THE PROFIT CONNECT BUSINESS BY AFFILIATES AND APPROVED PROVIDERS THAT ARE NOT OWNED OR OPERATED BY PROFIT CONNECT. I further understand that Profit Connect does not earn any revenue from my purchase of BSM from Affiliates or Approved Providers; some Affiliates and Approved Providers earn income (which is not paid by Profit Connect) from the sale of BSM to Affiliates; Affiliates and Approved Providers are required to meet Profit Connect’s Quality Assurance Standards for BSM (See Rule 7); I may have rights to a refund from the seller under certain circumstances; in deciding whether or not to purchase BSM, I will use my own good judgment and ensure that expenditures are consistent with my goals and with the profitability of my business; and, if I choose to purchase BSM, I will do so only after I have registered as an Affiliate, and after I have assessed my own needs for BSM. In addition, Profit Connect offers optional free training for Affiliates in marketing and merchandising. REGISTRANT(S) – I certify that all of my information is complete and correct, including my sponsoring Affiliate. I have read and agree to adhere to the terms of this Agreement, including the Profit Connect Terms and Conditions. I certify that in deciding to become an Affiliate I have relied solely on the earnings representations and information contained in the Plan. I certify that I have received, read, and understood the Profit Connect Website and other Business Opportunity Documentation on the Website.
TERMS AND CONDITIONS
1. Authorization and Contract
The Profit Connect business opportunity is available in the U.S., Canada, Puerto Rico, U.S. Virgin Islands, Jamaica, Guam, and the Pacific Islands of American Samoa, Federated States of Micronesia, Marshall Islands, Northern Mariana Islands, Palau, Wake Island, Dominican Republic and all authorized Atlantic & Caribbean islands operating under the Plan (the “Region”). By executing the Affiliate Registration Agreement (“Agreement”), you apply for legal authorization to become a Profit Connect Affiliate and enter into contract with Profit Connect (“Profit Connect”). Your contract with Profit Connect includes all of the terms in this Agreement, any renewal form(s) executed or authorized by you, the Plan as defined in Rule 2.1 of the Profit Connect Rules of Conduct (“Rule” or “Rules”), the Rules in effect at the time you execute this Agreement, and Entity Agreement for Affiliates or modifications to the Plan or Rules that become effective during the term of your contract (‘Affiliate Contract”). You acknowledge that prior to signing this Agreement you have received, read and understood the website authorized by Profit Connect for use with digital Prospects that contains the average profits, earnings, and sales figures and percentages as published by Profit Connect, that you have read and understood the Profit Connect Business Reference Guide including the Plan and the Rules, which are incorporated into this Agreement and made a part of it as if restated in full, as posted on www.ProfitConnect-Agent.com, and that you have read and agree to all terms set forth in this Agreement. You understand that to become an Affiliate you need only select the Affiliate Business Services & Support checkbox of the Profit Connect Registration Package, and that additional products or support items are optional. Profit Connect reserves the right to reject any application for any reason.
2. Expiration and Renewal
You must maintain a current authorization in order to preserve your rights as an Affiliate, including all rights of sponsorship with Affiliates and Customers (as defined in Rule 2.3) you register. The term of your Affiliate Contract expires on December 31st each year. To remain an Affiliate, you must annually submit prior to December 31st a request to renew the Affiliate Contract along with the required annual business fee. In the event you elect automatic renewal, you agree to continue to abide by the terms of your Affiliate Contract, as it may be amended from time to time in accordance with Rules 10 and 11. Note that if this Agreement is processed between September 1 and December 31, the term of your Affiliate Contract will automatically include the next calendar year. Profit Connect reserves the right to reject your renewal request or revoke your renewal agreement under Rule 3.7.
3. Independent Contractor Status
You agree this authorization does not make you an employee, agent, or legal representative of Profit Connect, your sponsoring Affiliate, or any other Affiliate. As a self-employed independent contractor, you will be operating your own independent business, buying, selling products and referring services available through and by Profit Connect on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. Profit Connect will not provide you with a place of business, and if you desire a place of business other than your own residence, you will be responsible for procuring, furnishing, and paying the rental for such place of business. As a self-employed independent contractor, you are responsible for complying with any provincial licensing requirements and Municipal Zoning and Business Licensing By-Laws. With respect to services performed by you under your Affiliate Contract, you will not be treated as an employee for federal or provincial tax purposes, and you will be responsible for payment of any self-employment and other income taxes.
4. Presenting the Plan
You agree when presenting the Plan to present it in its entirety in accordance with Rule 5, emphasizing that there is only one Plan for all Affiliates, and that sales / referring products and services to Customers are a requirement to receiving compensation in the form of Performance Bonus on downline Affiliate volume. In presenting the Plan to Prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Profit Connect. You agree to direct all prospective Affiliates to the website authorized by Profit Connect for use with digital Prospects that contains the average profits, earnings, and sales figures and percentages as published by Profit Connect and orally inform the Prospect that the website contains the average profits, earnings, and sales figures and percentages as published by Profit Connect.
5. Selling Product and Refunds
You agree to inform Customers of the Satisfaction Guarantee in accordance with Rule 4.9. You further agree to sell products available through or by Profit Connect only in authorized territories, including all of the countries and territories of the Region except for the United States and the Dominican Republic, and to be bound by all sales tax collection agreements between Profit Connect and the various taxing jurisdictions, as well as the related rules and procedures established from time to time by Profit Connect to effectuate those agreements. There are no sales quotas or minimum purchase requirements. You may return products that you have purchased for a refund in accordance with Rules 4.9, 4.10 and 4.11.
6. Profit Connect’s Proprietary Information and Trade Secrets
You recognize and agree that, as further set forth in Rule 6, Line of Sponsorship (“LOS”) information (as defined in Rule 2.8), constitutes a commercially advantageous, unique and proprietary trade secret owned by Profit Connect. During the term of your Affiliate Contract, in accordance with and subject to compliance with Rule 6 and other related Rules or procedures, Profit Connect grants you a limited, non-exclusive, non-transferable and revocable license to use LOS Information and other Proprietary Information, such as confidential business reports, manufacturing and product developments, and Affiliate sales, earnings and other financial reports only as necessary to facilitate your Profit Connect business as contemplated under the Rules and other terms of your Affiliate Contract. You acknowledge the substantial value of LOS Information and other Proprietary Information to Profit Connect and agree to maintain all LOS Information and other Proprietary Information in strictest confidence and to use it only as authorized by Profit Connect. You further agree to not disclose any LOS Information or other Proprietary Information to any third party, or to use LOS Information or other Proprietary Information in connection with any other businesses. Upon expiration or termination of your Independent Business, you agree promptly to return any and all LOS Information and other Proprietary Information to Profit Connect and immediately discontinue any further use therefore. This covenant shall survive the expiration or termination of your Affiliate Contract for any reason.
7. Non-Competition Agreement
In accordance with Rule 6.2, you agree that during the period while you are an Affiliate, and for six months following expiration or termination of your Independent Business, you will not compete with Profit Connect. This covenant shall survive the expiration or termination of your Affiliate Contract for any reason.
8. Non-Solicitation Agreement
In accordance with Rule 6.2, you agree that during the period while you are an Affiliate, and for two years following expiration or termination of your Independent Business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Affiliate to compete with the business of Profit Connect. This covenant shall survive the expiration or termination of your Affiliate Contract for any reason. You further agree in accordance with Rule 6.3 that while you are an Affiliate, you will not (i) sell, offer to sell or promote other business opportunities, products, or services in connection with the Plan; or (ii) solicit, directly or indirectly, other Affiliates whom you did not personally sponsor in order to sell, offer to sell, or promote other products, services, or business opportunities, investments, securities, or loans not offered through or by Profit Connect.
9. Independent Business Owners Association International (Affiliate)
As a Profit Connect Affiliate, you may support your trade association, the Affiliate Board, which through its Board of Directors provides Affiliates a channel of communication with Profit Connect on key issues affecting the business.
10. Images / Recordings / Consents
You agree to permit Profit Connect to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Profit Connect for any lawful purpose, and without compensation. You understand that you may cancel this authorization by sending a certified letter stating such cancellation to Customer Service, 4262 Blue Diamond Rd Ste 102-37, Las Vegas, NV 89139. You agree that, subject to Profit Connect’s policies and procedures and Privacy Statements, Profit Connect may obtain, record, use, hold, transfer, dispose of and otherwise process other Profit Connect Affiliates, Profit Connect affiliates and third parties, such personal and business information as may be necessary to enable Profit Connect to fulfill its obligations under your Affiliate Contract, or which Profit Connect determines is expedient to support its business operations and the management of the Line of Sponsorship.
11. Personal and Business Data
You agree to obtain, record, use, hold, transfer, dispose of and otherwise process personal information about Customers, other Profit Connect Affiliates or any other person (however and whomever obtained from) only in accordance with your Affiliate Contract. Unless otherwise provided by Profit Connect, you shall (i) only use such personal information for your own Profit Connect business and for no other purpose(s); (ii) comply with your obligations regarding privacy and data security as set forth in your Affiliate Contract; (iii) comply with like privacy and data security obligations to those imposed on Profit Connect under applicable laws in respect of such information.
12. Termination by Notice or Upon Breach
You may terminate your Affiliate Contract at any time prior to expiration by written communication to Profit Connect. Profit Connect may terminate your Affiliate Contract as a result of breach of any of the provisions of your Affiliate Contract. Profit Connect may also take actions short of termination of your Affiliate Contract, if you breach any of its provisions. In determining what actions to take in the event of breach of the Affiliate Contract, Profit Connect may consider without limitation the nature and severity of the breach, whether the breach can be or has been cured following notification by Profit Connect of the existence of the same, and whether there are multiple simultaneous, serial or repeating breaches. If you do not agree with action taken by Profit Connect under this paragraph, you may submit your dispute to the Dispute Resolution Procedures as provided in Rule 11.
13. Modification of Terms
The terms of your Affiliate Contract may be modified as specified in Rules 10 and 11.
14. Jurisdiction and Governing Law
The formation, construction, interpretation, and enforceability of your Affiliate Contract, and all claims arising from or relating to the Affiliate Contract, shall be governed by the law applicable in the State of Nevada, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of laws applicable in any jurisdiction other than the State of Nevada. The place where the Affiliate Contract is made is Nevada. Notwithstanding the language of this Agreement, the English language version of the Agreement shall govern.
The provisions of your Affiliate Contract with Profit Connect are severable. In the event that an arbitrator or court of competent jurisdiction determines any portion of the Affiliate Contract is unenforceable in any respect, then it shall enforce the rest of the Affiliate Contract to its fullest extent permitted by law without affecting the enforceability of the remaining provisions of the Affiliate Contract. No waiver of any default or breach of any provision of your Affiliate Contract, or failure to enforce rights contained therein, shall operate as or be deemed a waiver of any subsequent default or breach. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of your Affiliate Contract, including all documents incorporated herein by reference, embody the whole agreement between you and Profit Connect and supersede any prior agreements, understandings and obligations between you and Profit Connect concerning the subject matter of your contract with Profit Connect.