Affiliate Program Terms & Conditions
This Agreement is made between DT ARGO ATHLETICS, LLC ("Company"), doing business as Coaches Game Date (CGD) and My Class Companion (MCC), which are part of Argo Team Systems and the Independent Contractor, designated and known within the scope of this contract as an Affiliate (AF). It is understood that within the scope of this Agreement, the Independent Contractor will be known as an “Affiliate” (AF) while in relationship DT ARGO ATHLETICS, LLC while representing Coaches Game Date and My Class Companion. DT ARGO ATHLETICS, LLC, Coaches Game Date and My Class Companion shall be combined and known as Argo Team Systems (ATS) within the scope of this Agreement.
1. Services to Be Performed
AF agrees to perform the services required to represent ATS in a manner consistent with our Corporate Missions Statement, and all specifics of this Agreement. AF is to market, refer, sale and assist in the placement and use of ATS memberships using our marketing strategy, and by use of other creative means that you determine.
2. Referral Affiliate Compensation
In consideration for the services to be performed by our AF, ats agrees to pay AF commissions as specified in the Affiliate Commission Schedule, which is part of this Agreement. Only one AF compensation is paid on behalf of this Agreement. It is understood that ATS pays commission by electronic funds transfer via the Stripe payment processing system, and AF will be responsible for setting up a Stripe account to accept payments made by ATS. All compensation is subject to the provisions stated within this Agreement. Commission payments are made monthly, by the 15th of month following production month.
3. Expenses
Unless specifically specified in writing by ATS before any expenses are incurred, AF shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the AF hires to complete the work under this Agreement.
4. Vehicles and Equipment
AF will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. ATS will not require AF to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. ATS does reserve the right to demand the use of copyrighted and trademarked logos when representing ATS.
5. Independent Contractor Status
AF is an independent contractor. Neither AF nor AF's employees or contract personnel are, or shall be deemed ATS’s employees. In its capacity as an independent contractor, AF agrees and represents, and ATS agrees to this relationship as specified.
6. State and Federal Taxes
Because the AF is acting as an independent contractor, ATS will not:
Withhold FICA (Social Security and Medicare taxes) from AF's commission payments or make FICA payments on TC's behalf; make state or federal unemployment compensation contributions on AF's behalf, or withhold state or federal income tax from AF's payments.
AF shall pay all taxes incurred while performing services and receiving commissions as an independent contractor, under this Agreement—including all applicable income taxes.
7. Unemployment Compensation
ATS shall make no state or federal unemployment compensation payments on behalf of AF or AF's employees or contract personnel. AF will not be entitled to these benefits in connection with work performed under this Independent Contractor Agreement.
8. Workers' Compensation
ATS shall not obtain workers' compensation insurance on behalf of AF or AF's employees. If AF hires employees to perform any work under this Agreement, AF will cover them with workers' compensation insurance to the extent required by law.
9. Insurance
ATS shall not provide insurance coverage of any kind for AF or AF's employees or contract personnel.
10. Indemnification
AF shall indemnify and hold ATS harmless from any loss or liability arising from performing services under this Agreement.
11. Term of Agreement
This agreement will become effective when signed by both parties and will terminate upon request by AF or ATS, as specified in this Agreement.
12. Sale, Merger, Acquisition or Termination of Company
ATS cannot guarantee the contractual continuance of this Agreement if ATS and/or DT ARGO ATHLETICS, LLC is sold, merged with another entity, acquired by another entity or if the company is terminated and no longer in business. ATS does guarantee that the commission value, controlled by the AF will be protected if there is a financial settlement with another entity. If that entity no longer requires the services of the AF, and your Affiliate relationship is terminated, ATS will compensate the AF up to a maximum total of 75% of one year’s commissions based on the stated renewal commission percentage and the current Net Retail Value of memberships coded to the AF. The compensation to AF is based on the percentage of value of the settlement with ATS in comparison to natural revenue earned by ATS prior to sale.
13. Terminating the Agreement
With reasonable cause, either ATS or AF may terminate this Agreement, effective immediately upon giving written notice. Termination includes blocking access to website and management systems. Reasonable cause includes: a material violation of this Agreement, or acting in direct conflict with values stated in our Corporate Mission Statement, or, any act exposing the other party to liability to others for personal injury, property damage, harm to reputation to individual or company, or financial loss regarding intellectual property, which includes sharing trademarked, copyrighted or property protected by patent, with a rival company or entity that is currently or could potentially compete directly with a product or service owned by ATS. Termination of this Agreement, as mentioned above, is effective by giving 30 days' written notice to the other party of the intent to terminate. Termination of this Agreement will result in loss of future commission earnings, effective, if possible, on the date of discovery of material violation or acts as specified above, or any future commissions still being held by ATS. If termination is based on violation of this Agreement, AF may be legally liable to reimburse ATS for commissions paid while violations were being conducted.
14. Exclusive Agreement
This is the entire Agreement between AF and ATS.
15. Modifying the Agreement
This Agreement may be modified by a 90-day written notice by ATS, to AF, and must be acknowledged in writing.
16. Resolving Disputes
If a dispute arises under this Agreement, any party may take the matter to Georgia state court, jurisdiction of the Walton, Co. OR If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Walton County, GA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Walton County, GA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
17. Confidentiality
AF acknowledges that it will be necessary for ATS to disclose certain confidential and proprietary information to AF for AF to perform duties under this Agreement. AF acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm ATS. Accordingly, AF will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of ATS without ATS's prior written permission except to the extent necessary to perform services on ATS's behalf. Proprietary or confidential information includes: the written, printed, graphic, or electronically recorded materials furnished by ATS for AF to use; any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that ATS makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; information belonging to customers and suppliers of ATS about whom AF gained knowledge, as a result of AF's services to ATS. Upon termination of AF's services to ATS, or at ATS's request, AF shall deliver to ATS all materials in AF's possession relating to ATS's business. AF acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to ATS for which damages would be an inadequate remedy. Therefore, ATS shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to ATS's rights and remedies otherwise available at law.
18. Proprietary Information
A. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of ATS, and AF hereby assigns to the ATS all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. AF retains no right to use the Work Product and agree not to challenge the validity of ATS’s ownership in the Work Product.
B. ATS will be entitled to use AF’s name and/or likeness use in advertising and other materials.
19. Corporate Mission Statement Philosophy
It is understood that by signing this Agreement and by signing the Corporate Mission Statement, which is attached and considered part of this Agreement, that as a AF, you will uphold those beliefs and statements which is specifically expressed.
20. No Partnership
This Agreement does not create a partnership relationship. AF does not have authority to enter in contracts on ATS's behalf. AF may not assign or subcontract any rights or delegate any of its duties under this Agreement without ATS’s prior written approval.
21. Applicable Law
This Agreement will be governed by Georgia law, without giving effect to conflict of laws principles.