Become a Dallesk Affiliate

1. Definitions

“Affiliate” means the individual or entity identified on the Enrollment & Signature Form who has executed this Agreement with the Company.

“Client” means a business that purchases one or more of the Company’s service plans.

“Setup Fee” means the one-time fee charged to a Client for initial implementation of the Company’s marketing automation and CRM system.

“Monthly Fee” means the recurring monthly subscription fee charged to a Client for continued access to and support of the Company’s system.

“Program Year” means the twelve (12) month period beginning July 1 and ending June 30 of the following calendar year.

“New Client” means a business that (a) was not an active Client of the Company at any time during the twelve (12) months preceding the sale in question; (b) enters into a services agreement with the Company as a direct result of Affiliate’s efforts; and (c) pays its initial Setup Fee, in each case during the applicable Program Year. A Client’s upgrade to a higher-tier service plan does not constitute a New Client.

“Commission Tier” means Affiliate’s applicable Setup Fee commission percentage, as determined under Section 5.1.

“Direct Residual Income” means the recurring commission described in Section 5.2.

“Override Income” means the recurring commission described in Section 5.3.

“Referred Affiliate” means an individual or entity that enrolls in the Company’s affiliate program upon Affiliate’s direct referral and is approved by the Company.

“Minimum Annual Requirement” means the annual activity threshold described in Section 6.

2. Term and Renewal

This Agreement begins on the Effective Date set forth on the Enrollment & Signature Form and continues until terminated as provided in Section 12. This Agreement does not itself expire at the end of a Program Year; however, Affiliate’s Commission Tier, Direct Residual Income, and Override Income are each subject to annual review and adjustment as described in Sections 5 and 6.

3. Independent Contractor Relationship

Affiliate is an independent contractor and is not an employee, partner, joint venturer, or agent of the Company. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the parties. Affiliate has no authority to bind the Company to any obligation. Affiliate is solely responsible for determining the manner and means by which Affiliate performs its activities under this Agreement, subject to Section 4. The Company will not withhold income taxes, Social Security, or other payroll taxes from amounts paid to Affiliate, and Affiliate is not eligible for, and waives any claim to, employee benefits of any kind, including health insurance, retirement benefits, paid time off, or workers’ compensation coverage. Except as expressly limited in Section 10, nothing in this Agreement prevents Affiliate from providing services to other businesses, including businesses that compete with the Company.

4. Affiliate’s Role, Responsibilities, and Compliance with Law

Affiliate agrees to: (a) identify prospective Client leads and present the Company’s service plans in a manner consistent with the Company’s then-current marketing materials and published pricing; (b) refrain from making any promise, guarantee, or representation about the Company’s products or services beyond those the Company has authorized in writing; (c) comply with all applicable federal, state, and local laws in connection with Affiliate’s marketing and sales activities under this Agreement, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable state telemarketing and do-not-call laws; and (d) promptly forward to the Company all Client information reasonably necessary for the Company to complete onboarding and provide service.

5. Commission Structure

Affiliate is eligible to earn commission through up to three (3) income streams: (i) Setup Fee Commission (Section 5.1), (ii) Direct Residual Income (Section 5.2), and (iii) Override Income (Section 5.3). All commission is calculated and paid in accordance with this Section 5 and Section 7 (Payment Terms).

5.1 Setup Fee Commission

Affiliate earns a percentage of each Setup Fee generated by a Client Affiliate personally refers, based on Affiliate’s cumulative Setup Fee sales during the applicable Program Year, according to the following schedule:

Commission TierCommissionCumulative Program Year SalesBronze30%$0 – $5,000Silver40%$5,001 – $20,000Gold50%$20,001 – $40,000Platinum60%$40,001 – $70,000Black Diamond70%$70,001 and above

Monthly Rate Effective Date. Commission under this Section 5.1 is calculated on a monthly basis: Affiliate’s Commission Tier for a given calendar month is determined by Affiliate’s cumulative Setup Fee sales in the applicable Program Year as of the last day of the immediately preceding calendar month, and that Commission Tier applies to all Setup Fee sales made throughout the entire calendar month, regardless of whether Affiliate’s cumulative sales cross into a higher bracket during that same month. If Affiliate’s cumulative sales cross into a higher bracket during a given calendar month, the corresponding higher Commission Tier takes effect on the first day of the following calendar month and is not applied retroactively to sales made during the month in which the bracket was crossed.

Floor Protection. Once Affiliate reaches the Silver (40%) Commission Tier or higher in any Program Year, Affiliate’s Commission Tier will not be set below Silver (40%) in any subsequent Program Year, regardless of Affiliate’s sales volume in that subsequent Program Year, provided Affiliate satisfies the Minimum Annual Requirement described in Section 6.

Program Year Reset. At the start of each new Program Year (July 1), Affiliate’s cumulative Setup Fee sales counter resets to zero for purposes of determining any Commission Tier advancement above the floor described in the preceding paragraph.

Plan Upgrades. If an existing Client upgrades to a higher-tier service plan, the incremental Setup Fee difference is treated as a new Setup Fee sale for purposes of this Section 5.1, including Commission Tier accumulation, and is commissioned at Affiliate’s then-current Commission Tier rate. Such an upgrade does not constitute a New Client for purposes of Section 6.

5.2 Direct Residual Income

In addition to Setup Fee Commission, Affiliate earns Direct Residual Income equal to twenty percent (20%) of the Monthly Fee paid by each Client Affiliate personally refers, for each month that (a) the Client remains an active Client of the Company, and (b) Affiliate remains an active participant in good standing in the Company’s affiliate program, including satisfaction of the Minimum Annual Requirement described in Section 6. Direct Residual Income accrues regardless of Affiliate’s Commission Tier and is not affected by the Program Year reset described in Section 5.1. If Affiliate ceases to be an active participant in the Company’s affiliate program for any reason, including termination of this Agreement, Direct Residual Income ceases as of the date Affiliate’s active status ends, as further described in Section 12.3 (Effect of Termination).

5.3 Override Income

If Affiliate refers another individual who is approved by the Company as a Referred Affiliate, Affiliate earns Override Income equal to ten percent (10%) of the Monthly Fee paid by each Client the Referred Affiliate personally sells, for each month that (a) the Client remains an active Client of the Company, and (b) Affiliate remains an active participant in good standing in the Company’s affiliate program, including satisfaction of the Minimum Annual Requirement described in Section 6. Override Income is calculated on a single-level basis only: Affiliate does not earn Override Income on sales made by a Referred Affiliate’s own referrals. Override Income applies only to Monthly Fees and does not apply to Setup Fee Commission. If Affiliate ceases to be an active participant in the Company’s affiliate program for any reason, Override Income ceases as of the date Affiliate’s active status ends; the Referred Affiliate’s own Direct Residual Income is unaffected by Affiliate’s status.

6. Minimum Annual Activity Requirement

To remain eligible to receive Direct Residual Income and Override Income, Affiliate must personally originate at least six (6) New Clients during each Program Year (the “Minimum Annual Requirement”).

Exemption for Partial First Program Year. If the Effective Date falls after July 1 of a given Program Year, Affiliate is not subject to the Minimum Annual Requirement for that first, partial Program Year. The Minimum Annual Requirement first applies beginning with Affiliate’s first full Program Year (July 1 through June 30) following the Effective Date.

Consequence of Failing to Meet the Minimum Annual Requirement. If Affiliate does not satisfy the Minimum Annual Requirement in a given Program Year, Affiliate’s Direct Residual Income and Override Income (including any Override Income attributable to a Referred Affiliate) are suspended effective as of the first day of the following Program Year, and will not be paid unless and until Affiliate satisfies the Minimum Annual Requirement in a subsequent Program Year. Upon requalification, Direct Residual Income and Override Income resume prospectively only; no retroactive or back payment will be made for any period of suspension under this Section 6. For the avoidance of doubt, the Minimum Annual Requirement is independent of, and does not by itself affect, Affiliate’s Commission Tier under Section 5.1.

7. Payment Terms

Payment Schedule. Commission earned in a given calendar month is paid on or before the fifteenth (15th) day of the following calendar month.

Non-Refundable Fees; No Clawback. Except as required by applicable law, Setup Fees and Monthly Fees charged to Clients are non-refundable, and commission properly paid to Affiliate on such fees will not be subject to clawback or reversal by the Company, except in cases of fraud, billing error, or as required by applicable law.

Payment Method. Commission will be paid via the payment method designated on the Enrollment & Signature Form or as otherwise agreed by the parties in writing.

Taxes. Affiliate is solely responsible for all applicable federal, state, and local taxes on amounts paid to Affiliate under this Agreement, including self-employment tax. The Company will issue Affiliate an IRS Form 1099-NEC (or successor form) for each calendar year in which Affiliate is paid $600 or more, as required by law.

8. Marketing Materials and Use of Marks

The Company may make available to Affiliate certain marketing and sales materials, templates, and collateral (“Marketing Materials”). Affiliate may use Marketing Materials solely to promote the Company’s service plans in accordance with this Agreement, and may not modify Marketing Materials in a manner that alters pricing, claims, or the Company’s trademarks or logos without the Company’s prior written consent. Affiliate may identify itself as an “Independent Dallesk Affiliate” but may not represent itself as an employee, officer, or agent of the Company, and may not enter into any agreement or make any commitment on the Company’s behalf.

9. Confidentiality

“Confidential Information” means non-public information disclosed by the Company to Affiliate in connection with this Agreement, including pricing and commission structure details beyond what the Company discloses to Clients, Client lists and Client data, business and marketing strategies, and the terms of this Agreement. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Affiliate, (b) Affiliate rightfully knew before disclosure by the Company, (c) Affiliate rightfully receives from a third party without duty of confidentiality, or (d) Affiliate is required to disclose by law or valid legal process, provided Affiliate gives the Company prompt notice where legally permitted.

Affiliate will use Confidential Information solely to perform Affiliate’s obligations under this Agreement, will not disclose Confidential Information to any third party without the Company’s prior written consent, and will protect Confidential Information with at least the same degree of care Affiliate uses to protect its own confidential information, but no less than a reasonable degree of care. This Section 9 survives termination of this Agreement for three (3) years, except that obligations relating to Client personal data and trade secrets survive for as long as such information remains confidential or a trade secret under applicable law.

10. Non-Solicitation

During the term of this Agreement and for twelve (12) months following its termination for any reason, Affiliate will not, directly or indirectly: (a) solicit or induce any Client introduced to the Company through Affiliate’s efforts to terminate or reduce its relationship with the Company or to move to a directly competing provider; or (b) solicit, recruit, or induce any then-current Company affiliate (including any Referred Affiliate) to leave the Company’s affiliate program or to join a directly competing affiliate or referral program. This Section 10 does not restrict Affiliate’s general right to work in the sales or marketing industry, including for businesses that compete with the Company, except as expressly stated in this Section 10.

11. Non-Disparagement

Neither party will make any public statement intended to, or that a reasonable person would expect to, disparage the other party’s business, products, services, or reputation, except (a) truthful statements made in connection with a legal or regulatory proceeding or as otherwise required by law, or (b) good-faith, non-public communications between the parties concerning a dispute under this Agreement.

12. Term Termination

12.1 Termination for Convenience

Either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other party.

12.2 Termination for Cause

The Company may terminate this Agreement immediately upon written notice to Affiliate if Affiliate: (a) commits fraud, makes a material misrepresentation to a Client or to the Company, or engages in illegal conduct in connection with this Agreement; (b) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice describing the breach; or (c) violates Section 9 (Confidentiality) or Section 10 (Non-Solicitation).

12.3 Effect of Termination

(a) Direct Residual Income and Override Income. Both Direct Residual Income and Override Income are conditioned on Affiliate remaining an active participant in good standing in the Company’s affiliate program, including satisfaction of the Minimum Annual Requirement described in Section 6. Upon termination of this Agreement for any reason, including under Section 12.1 (for convenience), Section 12.2 (for Cause), or Affiliate’s voluntary withdrawal, Affiliate ceases to be an active participant in the Company’s affiliate program, and both Direct Residual Income and Override Income cease as of the termination date. Affiliate has no right to receive Direct Residual Income, Override Income, or any portion thereof, with respect to any period following the termination date, regardless of whether a Client Affiliate previously referred remains an active Client of the Company after that date.

(b) Termination for Cause. If this Agreement terminates under Section 12.2 (for Cause), in addition to the cessation of income described in paragraph (a), Affiliate is not entitled to any severance, pro rata, or other termination payment, and the Company may pursue any other remedy available at law or in equity.

(c) Survival. Sections 1, 9, 10, 11, this Section 12.3, and Sections 13 through 20 survive any termination of this Agreement.

13. Limitation of Liability; Indemnification

Limitation of Liability. To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. The Company’s total aggregate liability to Affiliate under this Agreement will not exceed the total commission paid to Affiliate in the twelve (12) months preceding the event giving rise to the claim.

Indemnification. Affiliate will indemnify, defend, and hold harmless the Company and its officers, directors, and employees from and against any third-party claim arising out of (a) Affiliate’s breach of this Agreement, (b) Affiliate’s negligent or willful misconduct, or (c) Affiliate’s violation of applicable law in connection with Affiliate’s activities under this Agreement.

14. Dispute Resolution

Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct discussion for at least thirty (30) days after either party gives the other written notice of the dispute.

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, its breach, or its interpretation will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the California county where the Company maintains its principal place of business. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for disputes within that court’s jurisdictional limits, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened breach of Section 9 (Confidentiality) or Section 10 (Non-Solicitation), pending resolution of the underlying dispute in arbitration.

Class Action Waiver. All disputes will be resolved on an individual basis only. Neither party may bring or participate in any class, collective, or representative action against the other.

15. Assignment

Affiliate may not assign or delegate this Agreement, or any of Affiliate’s rights or obligations under it, without the Company’s prior written consent. The Company may assign this Agreement without Affiliate’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

16. Entire Agreement; Amendment

This Agreement, together with the Enrollment & Signature Form and any written commission schedule referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether oral or written. The Company may update the commission structure described in Section 5 on a prospective basis upon thirty (30) days’ written notice to Affiliate, which notice may be given by email; Affiliate’s continued participation in the affiliate program after the effective date of such changes constitutes acceptance of the changes. No other amendment to this Agreement is effective unless in writing and signed by both parties.

17. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

18. Governing Law; Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 14, the state and federal courts located in California have exclusive jurisdiction over any matter arising out of or relating to this Agreement that is not subject to arbitration.

19. Notices

All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or by nationally recognized courier to the addresses set forth on the Enrollment & Signature Form, or to such other address as either party designates in writing in accordance with this Section 19.

20. Miscellaneous

This Agreement may be executed electronically and in counterparts, each of which is deemed an original and all of which together constitute one instrument. A party’s waiver of any breach of this Agreement is not a waiver of any subsequent breach. Section headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.