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Prime Corporate Services Terms
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AFFILIATE AGREEMENT Acceptance of Terms By clicking “I Agree,” “Accept,” or similar, you agree to be bound by the terms and conditions within this Affiliate agreement (“Agreement”) as of the date of confirming your providing such assent (“Effective Date”). If you do not agree to these terms, do not click “I Agree,” “Accept,” or similar, and do not use our services. Mutual Consent Both Prime Corporate Services, LLC (“PRIME”) with its principal place of business located at 5250 Commerce Drive, Suite 200, Murray, Utah 84107, and you (“AFFILIATE”), acknowledge and agree that this Agreement constitutes a binding contract. PRIME consents to this Agreement by presenting these terms to the AFFILIATE and agrees to be bound by this AGREEMENT without the need for a physical or electronic signature on this Agreement. PRIME and AFFILIATE are each a “Party” and collectively the “Parties.” Modification of Terms PRIME reserves the right to modify these terms on a prospective basis at any time upon notice to you. Any changes will be effective immediately upon sending such notice. All future AFFILIATE activities, including Commissions, under this Agreement will be subject to the modified terms. The Parties, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows: 1. Mutual Responsibilities 1.1. Each Party shall comply with all state and federal law, including enabling regulation and agency guidance (collectively, “Applicable Law”) in the delivery of PRIME Products, in the case of PRIME, and AFFILIATE Products, in the case of AFFILIATE. 1.2. Each Party expressly acknowledges and agrees that Applicable Law includes the federal Telephone Communications Privacy Act (“TCPA”) and enabling regulations including the “one-to-one” consent requirement with an anticipated effective date of 27 January 2025. Each Party agrees that they will only send marketing messages via SMS or telephone call to a Customer subsequent to obtaining prior, brand-specific, written consent for such communication. With respect to Customer leads and lists, as set forth in Section 3, AFFILIATE shall only include telephone numbers for Customer’s from whom AFFILIATE has obtained prior express consent for PRIME, by name, to send marketing messages. 1.3. Each Party agrees to provide to the other Party, upon reasonable request and not more than once per year, documentation regarding that Party’s internal processes and controls for maintaining compliance with the TCPA. Further, AFFILIATE agrees to provide to PRIME within one (1) business day of PRIME’s request, sufficient evidence to document any Customer’s prior written consent to receive marketing message from PRIME. 1.4. The Parties agree that maintaining the integrity of marketing and sales lists is of utmost importance. The Parties will update their respective marketing and sales lists regularly including, but not limited to, documenting changes in a Customer’s consent to receive marketing communications. 1.5. The Parties agree that it is in their best interests to maintain a positive online reputation for their respective businesses. They further acknowledge that they are engaged in online reputation management and will continue to do so during the term of this Agreement. Neither Party shall disparage the other Party, nor shall they make, publish, or communicate to any person or entity or in any public forum, any defamatory or disparaging remarks, comments, or statements concerning the other Party, its businesses, products, services, employees, or officers. This includes but is not limited to written, oral, or electronic communications. The Parties when needed will assist one another with resources and contacts to improve one another’s online reputation. 1.6. Each Party will pay for its own employees or contractors utilized to fulfill its respective obligations under this Agreement. 2. PRIME Responsibilities 2.1. PRIME shall promote, sell, and otherwise market PRIME Products using its own name, trademarks, and marketing plan. 2.2. PRIME shall be solely responsible for the acts and conduct of its employees in connection with the PRIME Products. 2.3. PRIME shall pursue customer leads provided by AFFILIATE in accordance with PRIME’s internal procedures and applicable law and shall be responsible for its own costs of providing the PRIME Products. 2.4. PRIME shall, at its sole cost and expense, use commercially reasonable efforts in accordance with Applicable Law to resolve customer questions and complaints related to the PRIME Products. To the maximum extent permitted by applicable law, and subject to the indemnification provisions within Section 5, PRIME shall defend and hold harmless AFFILIATE for any claims arising from or relating to AFFILIATE’s participation in a sale of a PRIME Product to any customer that is made in accordance with terms of this Agreement. 2.5. PRIME shall maintain and retain adequate sales reporting data detailing all payments due to AFFILIATE and made to AFFILIATE under this Agreement 3. AFFILIATE Responsibilities 3.1. AFFILIATE Product Information and Use. AFFILIATE acknowledges and agrees that certain PRIME Products will be marketed to Customers as being complementary, in support of, or otherwise related to certain AFFILIATE Products. To that end, AFFILIATE agrees to assist PRIME in those marketing efforts by providing to PRIME, without charge: (a) AFFILIATE’s promotional, sales, and technical information, literature and brochures, catalog sheets, price lists, order forms, and other reasonable information sales aides that are reasonably necessary for PRIME to provide its marketing services; (b) working samples of all AFFILIATE Products for use by PRIME to satisfy its obligations under this Agreement, and shall provide PRIME, at AFFILIATE’s cost, with whatever training or other assistance PRIME may reasonably require to understand and/or use the AFFILIATE Products within the scope of this Agreement; (c) digital files containing AFFILIATE’s preferred logo, color swatches, or other marketing assets as reasonably requested and required by PRIME to satisfy its obligations under this Agreement; and (d) AFFILIATE shall promptly furnish PRIME with all information concerning new, related, modified, or changed AFFILIATE Products required under Section 3.1(a)–(c). 3.2. AFFILIATE shall, at its expense, use commercially reasonable efforts to provide PRIME with Qualified Customer Leads (as defined in Section 3.3) on a weekly basis. 3.3. A “Qualified Customer Lead” is customer for whom AFFILIATE has provided to PRIME at least the following data: (a) Customer’s first and last name; (b) Customer email address; (c) Customer phone number; and (d) Evidence of Customer’s brand-specific consent for PRIME to contact Customer at the provided phone number via SMS or telephone call in accordance with the TCPA and Section 1.2 herein. (e) A Qualified Customer Lead shall not include any lead with whom PRIME already has a current relationship with or who has been previously provided to PRIME as a Qualified Customer Lead by AFFILIATE or any other partner of PRIME. 3.4. AFFILIATE shall, at its sole cost and expense, use its best efforts to resolve customer questions and complaints relating to the AFFILIATE’s own products, services, and marketing methods. AFFILIATE shall defend or prosecute lawsuits and other claims made by customers, related to AFFILIATE products, marketing methods, and presentations and defend and hold PRIME harmless thereon. 3.5. AFFILIATE agrees all claims and representations made in its lead generation materials and its marketing efforts are true and accurate and that AFFILIATE has substantiation to support all said claims and representations. 3.6. AFFILIATE will designate a person(s) to be the primary contact to support PRIME’s marketing for AFFILIATE. 3.7. If desired by AFFILIATE, AFFILIATE will work with PRIME to create and maintain social media aspects of PRIME’s marketing for AFFILIATE. AFFILIATE may allow PRIME to use AFFILIATE’s daily/weekly social media posts as part of its marketing for AFFILIATE. 3.8. AFFILIATE agrees to cooperate with PRIME regarding materials, documentation, substantiation, and responses to effectively conduct PRIME’s marketing for AFFILIATE. 4. Intellectual Property 4.1. Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title, or proprietary interest (including without limitation any intellectual property rights) in any trademarks, service marks, trade names, or logos (collectively, “Marks”), trade secrets, know how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs) held by such Party during the course of or prior to the execution of this Agreement (the “Retained IP”). 4.2. Each Party hereby grants to the other Party a non-exclusive, limited, United States, non-transferable, non-sub licensable, fully paid, royalty-free license to use its Marks solely for the purpose of carrying out such other Party's obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement. Except as provided herein, no other licenses of either Party's Marks are granted or implied under this Agreement. 4.3. With respect to the materials, products, training, or other AFFILIATE know-how received under Section 3.1 (“AFFILIATE Materials”), but not including the Marks (which are separately subject to Section 4), AFFILIATE grants to PRIME, during the Term, a non-exclusive, limited, non-transferable, non-sub licensable, fully paid, royalty-free license to use the AFFILIATE Materials for any reasonable purpose related to PRIME’s obligations under this Agreement or to any objectives related thereto. 4.4. Neither Party shall advertise, market or otherwise disclose to any other Party any information related to the making or terms of this Agreement, nor commercially use the other Party’s name, trademarks or service marks except as expressly authorized by such Party in writing or as provided herein. 4.5. AFFILIATE and PRIME specifically agree that the form, content, and design of any/all advertisements and promotional materials designed by one Party and featuring the other Party’s name or Marks shall be subject to the other Party's written approval. 4.6. Except as otherwise provided for in this Agreement, no marketing materials, products or services created as part of PRIME’s marketing for AFFILIATE may be used by AFFILIATE or an agency engaged by AFFILIATE without PRIME’s written consent. 5. Indemnification 5.1. Each Party hereby agrees to indemnify and hold the other harmless, or their subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of: (i) any willful act or omission by a Party or any of his employees or agents; and/or (ii) the inaccuracy or breach of any of a Party’s covenants, representations and warranties made in this Agreement. This indemnity shall require the payment of costs and expenses as they occur. The “Non-Offending” Party shall promptly notify the “Offending” Party upon receipt of any claim or legal action referenced in this Article. The provisions of this Paragraph shall survive any termination or expiration of this Agreement. The Non-Offending Party may withhold from the Offending Party any payment otherwise due pursuant to this Agreement and offset the full amount of such claim for indemnification against the amount due to the Non-Offending Party. 5.2. With respect to Qualified Customer Leads, AFFILIATE hereby agrees to indemnify and hold harmless PRIME and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, for any claims, losses, regulatory actions, and attorney’s fees relating to the same, arising from or relating to AFFILIATE’s failure, whether intentional, to comply with the TCPA and/or arising from or relating to AFFILIATE providing Customer information to PRIME without receiving brand-specific consent from that Customer in accordance with the requirements of Section 3.3. 6. Commissions, Referrals, Customer Refunds, and Offsets 6.1. PRIME shall pay AFFILIATE monthly the fees earned by AFFILIATE for the sale of PRIME Products as outlined on “Attachment A” of this Agreement. 6.2. AFFILIATE shall be commission-eligible on each sale to each Qualified Customer Lead for six (6) months (“Commission Period”) commencing from the date the Qualified Customer Lead is first provided to PRIME. 6.3. PRIME may in its sole discretion guarantee, offer, or determine based on any given circumstance, to grant a full or partial refund to any Customer. If, at any time during the Term of this Agreement, a Qualified Customer Lead receives a refund for a PRIME Product for which AFFILIATE received a commission within the Commission Period, PRIME may offset future commission payments to AFFILIATE by that same commission amount. 6.4. Subsequent to termination of this Agreement, whether for cause, PRIME shall be entitled to hold-back all earned but unpaid commissions to AFFILIATE for up to ninety (90) days from the date of termination (“Hold Back Period”) as a reserve against Customer refunds during that Hold Back Period. PRIME shall pay to AFFILIATE all commissions duly earned according to the terms of this Agreement, minus any offsets as permitted herein, no later than the end of the Hold Pack Period. 6.5. If AFFILIATE terminates this Agreement without cause in accordance with Section 7, PRIME shall only pay AFFILIATE all commissions earned and unpaid through the date of termination; however, any sales to Customer that occur after the termination effective date shall be forfeited by AFFILIATE even if they would have otherwise qualified as commissionable had the Agreement not been terminated. 6.6. PRIME will make its best efforts to provide AFFILIATE with sales reports by the second Wednesday immediately following the end of a sales week. Commission or “Split” payouts will occur bi-monthly. The AFFILIATE understands that cancellations and processing issues occur that may alter tentative sales numbers. 6.7. PRIME may sell to Customers additional products or services that are non-commissionable under Attachment A. Insofar as this occurs, AFFILIATE shall have no claim whatsoever to any commission, royalty, share, or other payment related to the sale of non-commissionable products. Further, if PRIME only sells non-commissionable products to a Customer, AFFILIATE will not receive any commission for such sale even if the Customer otherwise qualifies as a Qualified Customer Lead. 6.8. In addition to receiving qualifying Affiliate Commissions, AFFILIATE may also qualify to receive secondary commissions (“Tier 2 Commission”) on commission-eligible sales of any other affiliate referred by AFFILIATE to PRIME and successfully onboarded as a new affiliate subject to the following terms: (a) Eligible Tier 2 Commissions are earned and paid in accordance with Attachment A; (b) The referred affiliate must indicate at registration or onboarding that they were referred by AFFILIATE; (c) A referred affiliate may only be linked to a single referrer such that the referral linking shall be on a first-attribution basis; (d) AFFILIATE is eligible for Tier 2 Commission on the same terms and for the same Commission Period as the referred affiliate for the corresponding sale (i.e., if the referred affiliate successfully earns a Commission, AFFILIATE will likewise earn the Tier 2 Commission); (e) In order to receive Tier 2 Commissions, AFFILIATE must be a current, eligible AFFILIATE and in compliance with all material aspects of this Agreement. If at any time, AFFILIATE terminates this Agreement, or is terminated for cause by PRIME, AFFILIATE shall no longer be eligible for Tier 2 Commission for any referred affiliate. Further, upon reinstatement of AFFILIATE after any such termination, relinking of any prior referred affiliate shall be done at the sole and exclusive discretion of PRIME; and (f) All Tier 2 Commissions will be reported for AFFILIATE in accordance with Section 6.6. 7. Term 7.1. The term of the Agreement is one (1) year from the date of its execution (the “Term”). Either Party may terminate this Agreement for any reason, or no reason, with written notice to the other Party with such termination being effective thirty (30) days after receipt of such notice. In the case of material breach, either Party may immediately terminate this Agreement upon written notice to the other Party. 7.2. The Agreement will automatically renew for additional one (1) year terms, unless otherwise canceled by either Party in accordance with this Agreement. 7.3. Notwithstanding termination of the Agreement, PRIME shall pay AFFILIATE all royalty and other payments due under this Agreement. 7.4. PRIME agrees to cease all marketing services for AFFILIATE within thirty (30) days from the date of termination of this Agreement including the cessation of any and all use of intellectual property. 8. Non-Disclosure of Confidential Information 8.1. As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party to the other Party, which may include without limitation: (a) invention disclosures and patent applications; (b) trade secrets as defined under Applicable Law; (c) proprietary and confidential information, ideas, samples, specifications, plans, designs, forecasts, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, including without limitation such Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans and information the disclosing Party provides regarding third parties; and/or (d) any information the receiving Party knew or should have known under the circumstances was considered confidential or proprietary. 8.2. During the term of this Agreement and thereafter (a) except as otherwise permitted under this Agreement, the recipient shall hold the disclosing Party’s Confidential Information in strict confidence; and (b) the recipient shall not: (i) use the disclosing Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement; (ii) disclose the disclosing Party’s Confidential Information to any third party (other than to the recipient’s employees or independent contractors who need to know the Confidential Information to perform the recipients obligations under this Agreement and who are bound by a written agreement containing a nondisclosure obligation no less than the requirements of the Parties in this Agreement). During the term of this Agreement and thereafter, the recipient will be responsible for any unauthorized disclosure or use of the disclosing Party’s Confidential Information by any of its employees or independent contractors and shall indemnify the disclosing Party for any Losses arising out of such unauthorized disclosure or use. This Section does not apply to information (a) otherwise available in the public domain due to no fault of the recipient; (b) which it can prove it possessed prior to the commencement of this Agreement without a breach of this Agreement or duty of confidentiality to the disclosing Party; or (c) which is available to the disclosing Party from an independent source not under any duty of confidentiality with respect to the information subject to disclosure. 8.3. Each recipient will be relieved of its obligations as it pertains to Confidential Information under this Agreement if, and to the extent that, disclosure of the disclosing Party’s Confidential Information is required by applicable law, if the recipient, to the extent permitted by applicable law, provides the disclosing Party with prompt written notice of such request or requirement in order to enable the disclosing Party to (a) seek an appropriate protective order or another remedy; (b) consult with the recipient with respect to the disclosing Party taking steps to resist or narrow the scope of such request or legal process; or (c) waive compliance, in whole or in part, with the terms of this Agreement. The recipient shall ensure that all Confidential Information and other information so disclosed, is accorded confidential treatment and shall furnish only that portion of the Confidential Information that its counsel advises it, is legally required to be disclosed. 8.4. The recipient of Confidential Information will immediately notify the disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information. 8.5. Upon the expiration or earlier termination of this Agreement, or upon the written request of the disclosing Party at any time, the recipient shall deliver to the disclosing Party, all Confidential Information of the disclosing Party in the recipient’s possession and shall not retain any reproductions (in whole or in part) or extracts of any items relating to the disclosing Party’s Confidential Information. If it is not practical to return or destroy any Confidential Information, the retaining Party shall notify the disclosing Party and assure the continued confidentiality of such data in perpetuity. 9. Non-Solicitation and Misappropriation of Confidential Information 9.1. The Parties acknowledge and agree that the other’s relationships with its employees are valuable assets. Accordingly, during the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly solicit, recruit, or hire assist, nor cooperate with another Party in soliciting, recruiting, or hiring the other’s employees. Nothing in this Section, however, will limit either Party’s right to hire any employee of the other who responds to a general solicitation for employment not targeted specifically to such employee or who initiates the request for employment. 9.2. The Parties acknowledge and agree that the other’s relationship with its existing vendors, suppliers, and clients are valuable assets. Accordingly, during the term of this Agreement and for one (1) year thereafter, neither Party shall solicit any of the other Party’s vendors, suppliers, and/or existing clients or interfere with the other Party’s business. 9.3. AFFILIATE agrees that for a period of one (1) year after the termination of his/its relationship with PRIME, regardless of cause, AFFILIATE will not use PRIME’s Confidential Information to either directly or indirectly engage in business transactions that compete with PRIME, including but not limited to services that are competitive to PRIME’s Products. 10. Disputes and Arbitration 10.1. The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for actions to seek temporary restraining orders or injunctions related to the purposes of this Agreement, or suit to compel compliance with the dispute resolution provision, the parties agree to use the following alternative dispute procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach. 10.2. At the written request of a Party, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement between the parties, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as confidential information developed for the purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of both parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration of a lawsuit. 10.3. If the negotiations do not resolve the dispute within sixty (60) days after the initial written request, the disputes shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A Party may demand such arbitration in accordance with procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this paragraph. Each Party may submit in writing to the other Party, and that other Party shall respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of the following: interrogatories, demands to produce documents, and requests for admission. Each Party is also entitled to take the oral deposition of one individual of the other Party. Additional discovery may be permitted upon mutual agreement of the parties. 10.4. The parties shall contract with the arbitrator to commence the arbitration hearing within sixty (60) days of the demand for arbitration. The arbitration shall be held in Salt Lake City, Utah, or virtually. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit written briefs. The parties shall require the arbitrator to rule on the dispute by issuing a written opinion within thirty (30) days after the close of the hearings. The times specified in this paragraph may be extended upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 10.5. Each Party shall bear its own cost of these procedures. A Party seeking discovery shall reimburse to the responding Party the costs of production of documents (to include search time and reproduction costs). The Parties shall equally split the fees of the mediation and the arbitration. 11. Miscellaneous Provisions 11.1. Force Majeure. Neither Party will be responsible, liable for or deemed in breach of this Agreement because of any delay in or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is due to unanticipated circumstances beyond the reasonable control of the Party claiming the protection of this Section, such as fire, flood, earthquake, or other natural disaster; governmental order; war, riot, or act of terrorism; and labor disputes. 11.2. Relationship of Parties. The Parties to this Agreement are independent contractors. 11.3. No Construction Against Drafter. Each Party has participated in negotiating and drafting this Agreement. Therefore, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more terms of this Agreement. 11.4. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to confer any benefit upon any other Person whatsoever. Except for the Parties, no other Person has any right to rely upon this Agreement for any purpose whatsoever. Unless otherwise agreed upon in writing, PRIME and/or its Partners will be providing sales and fulfillment for products and services as part of this Agreement. 11.5. No Waiver. Any waiver of a provision of this Agreement or of a Party’s right or remedy under this Agreement must be in writing and signed by both Parties to be effective. 11.6. Assignment. Neither Party may not assign its rights or delegate its duties under this Agreement without the other Party’s prior express written consent. 11.7. Severability. If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law, and the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision. 11.8. Governing Law. This Agreement is to be construed in accordance with the laws of the State of Utah, excluding its conflict of law provisions. 11.9. Jurisdiction and Venue. The laws of the State of Utah shall govern this Agreement. 11.10. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to subject matter and supersedes all prior agreements, negotiations and understandings between the Parties on the subject matter. This Agreement cannot be amended or a provision waived except by a written instrument signed by the authorized representatives of the Parties. 11.11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one agreement. 11.12. Notices. All notices, reports, and other communications provided for under this Agreement must be in writing and sent to, in the case of PRIME: Prime Corporate Services, LLC 5250 Commerce Drive Suite 200 Murray, Utah 84107 Attention: Legal Department AFFILIATE The address and contact information provided by AFFILIATE during AFFILIATE application and onboarding. By clicking “I Agree,” “Accept,” or similar, you, the AFFILIATE, consent to the terms of this Agreement and acknowledge that your electronic acceptance of this Agreement is as binding as a handwritten signature.
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