Success Direct International, LLC
This Agreement contains the complete terms
and conditions which you, the Affiliate, agree to be bound
by as a participant in
Success Direct International, LLC’s ("SDI") affiliate
program (the "Program") which offers various products
and services for sale ("Products"). These terms and
conditions shall apply once your membership application has
been accepted by SDI.
CUSTOMER - Anyone who purchases
a product or service from a SuccessDirectUSA.com Mini-Mall.
FREE AFFILIATE - Anyone who
desires to sell products and services for SuccessDirectUSA.com
and receive commission. In addition, His/her application
for a FREE Affiliate Membership must be accepted.
MONTHLY RESELLER – This
is our first paid Affiliate position that is available to
any Free Affiliate who desires to build a Sales Group of
Free and Reseller Affiliates and receive higher commissions.
This position is paid for monthly and automatically renews
ANNUAL RESELLER – This
is our second paid Affiliate position that is available to
any Free Affiliate who desires to build a Sales Group of
Free and Reseller Affiliates and receive higher commissions.
This position is paid for annually and automatically renews
SALES GROUP – For Free
Affiliates a Sales Group consists of those Free Affiliates
who enroll on their website, but it does not include any
Reseller Affiliates. For Reseller Affiliates a Sales Group
consists of both Free and Reseller Affiliates who enroll
on their website.
AVAILABLE COMMISSION – This is the amount of profit
on a product that we pay to our Affiliates. If the product
or service sells for $10 and it costs SuccessDirectUSA $5
the gross profit on the product is $5. If we decide to keep
$1 for the company and pay $4 to the Affiliate, then the
Available Commission is $4.
AFFILIATE – For purposes
of determining commissions, this is the Affiliate who sold
REFERRING AFFILIATE (sponsor) – For
purposes of determining commissions, this is the Affiliate
who referred you to SuccessDirectUSA. They own the website
on which you enrolled as a Free Affiliate. If the Referring
Affiliate is a Reseller who has enrolled at least one Reseller
Affiliate then they would also be your Referring Reseller.
REFERRING RESELLER (payee) – For
purposes of determining commissions, this is the first Reseller
Affiliate above you who has enrolled at least one Reseller
Affiliate. This person could also be a Referring Affiliate
if the Referring Affiliate is a Reseller who has enrolled
at least one Reseller Affiliate.
STATUS – there are three
statuses of Affiliates:
FREE – an Affiliate
who earns commission on products and services purchased
in their Mini-Mall, on products and services purchased
in the Mini-Malls of Free Affiliates who enrolled
on their website (their Sales Group), and by enrolling
Affiliates (see Free Affiliate Compensation below).
RESELLER – an
Affiliate who earns commissions on the same activities
with a Free Status, but at a higher commission rate.
Plus, they earn commission on products purchased on
of Free Affiliates who enroll on the websites of
Free Affiliates who enroll on your website. (see Reseller
POWER PLUS - an Affiliate
who earns commissions on the same activities as Affiliates
with a Reseller Status. Plus they earn commission on products
purchased on the Mini-Mall websites of Reseller Affiliates
and commission on Reseller Members who enrolled on the
websites of Free Affiliates who enrolled on your website
(see PowerPlus100 Compensation).
1.01 SDI is the sole and exclusive
owner of all right, title and interest including all intellectual
property rights in and to the contents, logos, style, design,
look and feel, trade names, and trademarks to the SuccessDirectUSA
website (“website”), including current and all
future versions thereof.
1.02 SDI intends to sell and
distribute the Products using, in part, third party affiliates
who will use replicated versions of SDI's website where the
Products will be offered for sale.
1.03 If, in the future, SDI
sells and distributes any other goods or services through
the Internet, it shall offer to its Affiliates, at that time,
the opportunity to sell such goods or services. Such goods
or services shall be included in the defined term "Products" and
this Agreement shall then also apply to such goods or services.
PARTICIPATION & REPRESENTATION
2.01 SDI hereby grants to the
Affiliate the non-exclusive and revocable right to market
and advertise the Products and to establish links to SDI's
website, in accordance with this Agreement.
2.02 The Affiliate shall diligently
and continuously market and advertise the Products through
the Internet and shall develop, operate and maintain links
from its site to SDI's site at its sole cost and expense.
2.03 The Affiliate represents
and warrants to SDI that this Agreement has been duly and
validly executed and constitutes and shall continue to constitute
a legal obligation, enforceable in accordance with its terms.
ARTICLE 3. AFFILIATE
3.01 If, as a result of a direct
advertising effort of the Affiliate, a referred customer
of the Affiliate or of a member of the Affiliate's Sales
Group (as defined) orders and pays for the Products or other
goods or services sold by SDI in the future, SDI shall pay
the Affiliate a sales commission determined in accordance
with the Affiliate Commission Schedule (see Commission Schedule).
The commission is based upon the paid selling price of the
purchased goods or services before tax and excluding returns
("Sales Commission"). The said commission Schedule
may be changed from time to time with out notice.
3.02 A FREE Affiliate can earn
Mini-Mall website Sales Commission and RESELLER Upgrade Sales
Commission. In the event that more than one Affiliate claims
the same commission for a sale, SDI will select which Affiliate
will receive the commission. All decisions are final.
3.03 A RESELLER Affiliate can
earn Mini-Mall website Sales Commission, RESELLER Upgrade
Sales Commission, and Sales Group Sales Commission. A RESELLER
Affiliate's Sales Group means all FREE and RESELLER Affiliates
assigned to the RESELLER Affiliate in question. In the event
that more than one Affiliate claims the same commission for
a sale, SDI will select which Affiliate will receive the
commission. All decisions are final.
3.04 The Affiliate shall be
responsible for all taxes and other similar levies applicable
to the Sales Commission pursuant to any law or regulation.
The Affiliate shall report the Sales Commission to it's taxation
authorities as required by law.
3.05 SDI shall post and maintain,
on a current basis, a designated password protected Web page
for each Affiliate showing the Affiliate's participation
in the Program including the number of potential customers
referred by it and an estimate of the Sales Commission owing
3.06 Mini-Mall Sales Commission
shall be processed by SDI on the 15th day of each month representing
the amount payable for your Mini-Mall sales and/or your Sales
Group's Mini-Mall sales from the 1st through the last day
of the 2nd prior month (e.g., commissions for sales from
January 1 through January 31 will be processed March 15).
If you have a MasterCard PayCard your account will be credited
otherwise a check will be mailed.
3.07 RESELLER Membership Sales
Commission shall be processed by SDI 24-72 hours after payment
of the Membership clears. If you have a MasterCard PayCard,
RESELLER Membership sales and/or your Sales Group's RESELLER
Membership sales will be credited to your account at that
time, otherwise a check will be mailed the last day of the
month for sales completed between the 1st and 25th of the
3.08 Sales statistics for that
period will be posted to your private website about the same
time the commissions are processed. Affiliates will receive
the Sales Commission in US funds.
3.09 For administrative convenience,
if the Sales Commission is less than $25 in a month, it shall
be mailed during a subsequent month when the commission due
exceeds $25. The Affiliate may receive the Sales Commission
where the amount in question is less than $25 by advising
SDI and assuming SDI's cost of processing the payment. If
an Affiliate maintains a balance of less than $25 of Sales
Commission in a period of 12 consecutive months without asking
for payment during that time, the Sales Commission shall
be forfeited. Sales Commission overpayments may be deducted
from future payments or shall be reimbursed by the Affiliate
upon request within a reasonable period of time.
ARTICLE 4. AFFILIATE
SITES AND PROMOTION METHODS
4.01 The Affiliate shall be
solely responsible for all materials that appear on its site.
It shall strictly adhere to all applicable laws and regulations
in conducting its business and more specifically in marketing
and advertising the Products. Without restricting the generality
of the foregoing, the Affiliate shall not send unsolicited
e-mail and shall not send e-mail or any other communication
to a recipient if the recipient has requested that it discontinue
such communication, nor shall it send or display on its website
any material that may be considered to be harassing, libelous,
defamatory, legally obscene or pornographic, threatening,
abusive or hateful. (see SPAM POLICY)
4.02 SDI shall have the right,
but not the obligation, to pre-approve the graphics and logos
used on any website which is linked to its site. Furthermore,
the Affiliate shall annotate its site with appropriate copyright,
trademark and other similar notices, which shall be approved
by SDI. If the Affiliate specifies a price point for the
Products in its marketing and advertising it shall ensure
that it is updated regularly to reflect all price changes.
4.03 SDI shall have the right
to monitor the Affiliate's website at any time and from time
to time to determine if it is in compliance with the terms
and conditions on this Agreement.
4.04 The Affiliate agrees not
to use any predatory advertising methods designed to generate
traffic from sites that they have not contracted with in
the online promotion of SDI's Products, services or affiliate
program. Predatory advertising is defined as any method that
creates or overlays links or banners on websites, spawns
browser windows, or any method invented to generate traffic
from a website without that website owner's knowledge, permission,
and participation. Examples include, but are not limited
to, keyword parsing browser plug-ins such as TopText and
Surf+, banner replacement technology such as Gator, browser
spawning technology that is not website dependent. Participation
in predatory advertising programs will be cause for the affiliate's
immediate termination and loss of all present and future
ARTICLE 5. ORDER
5.01 SDI shall establish the
procedures of selling the Products including, without limitation,
the placement of orders, pricing, payment terms, processing,
delivery, returns etc. Without restricting the generality
of the foregoing, SDI shall have the right to cancel, suspend
or delay any order for the Products, including the right
to discontinue to sell the Products at any time.
ARTICLE 6. LICENSES
AND GOODWILL PRESERVATION
6.01 SDI shall have the right,
but not the obligation, to approve, in its sole and absolute
discretion and with due regard to the protection and preservation
of the goodwill of the Products any promotional, advertising
or marketing item used by the Affiliate. The Affiliate shall
make all deletions and modifications suggested by SDI on
any site where the Products are mentioned.
6.02 The Affiliate shall acknowledge
and clearly identify and respect that all proprietary information,
trademarks, copyrights and all other similar rights in and
arising out of the Products are, and shall continue to be,
the exclusive property of SDI. In the event the Affiliate
learns of any claim or allegation that the Products infringes
upon or violates any intellectual property or proprietary
rights of a third party, or contains any unlawful, libelous,
or untrue statement, it shall immediately notify SDI so as
to enable SDI to defend, settle or otherwise resolve the
claim or allegation in a manner that SDI deems appropriate
in its sole discretion.
6.03 Customers who purchase
the Products through the Mini-Mall website shall be deemed
to be customers of SDI, and the Affiliate shall refer all
product-related questions, requests or queries to SDI. SDI
shall have the right to utilize the Affiliate's name and
logo to advertise, market, promote and publicize in any manner
6.04 The Affiliate shall not
make or give to a customer or a potential customer any warranty,
representation or other statement concerning the Products
without first obtaining the written consent of SDI.
ARTICLE 7. RELATIONSHIP
7.01 While the parties shall
work hand-in-hand for the benefit of both, the parties acknowledge
and agree that the Affiliate shall, from a legal perspective,
act as and shall be an independent contractor and not an
employee or agent of SDI. Nothing in this Agreement shall
create a partnership, joint venture, agency, or franchise
between the parties in the legal sense of these terms. The
Affiliate shall not sign any document in the name of or on
behalf of SDI nor shall it hold itself out as being an agent
of SDI or as having apparent authority to contract for or
ARTICLE 8. LIMITATION
8.01 In no event shall SDI
be liable for special, incidental, consequential or punitive
damages, including, without limitation, any damages resulting
from loss of profits, loss of business or loss of goodwill
arising out of or in connection with this Agreement or the
Products, whether or not such party has been advised of the
possibility of such damages. SDI shall not be liable for
any damages if, for any reason whatsoever, its website fails
or is non-operational for any reason whatsoever.
ARTICLE 9. TERM
OF THE AGREEMENT
9.01 In the event that the
Affiliate breaches any of the undertakings or obligations
set forth in this Agreement and does not remedy same within
7 day notice from SDI, it shall automatically forfeit the
Sales Commission then receivable or receivable at any time
in the future. SDI shall, in addition, have the right to
terminate this Agreement and shall retain all other rights
and remedies available to it at law or in equity.
9.02 This Agreement shall automatically
terminate if the Affiliate ceases to actively market the
Products for a period of 90 days. SDI shall have the right
but not the obligation to terminate this Agreement with an
Affiliate whose First-Purchase Sales Commission in a calendar
year was in the bottom 20 percent of the First-Purchase Sales
Commission of all Affiliates in the calendar year in question,
by giving the Affiliate 90 days notice of termination. In
such cases the Sales Commission owing, representing the sums
earned shall be paid even after termination of this Agreement.
The Affiliate shall have the right to terminate this Agreement
at any time upon written notice to SDI.
9.03 As soon as notice of termination
of this Agreement is given or upon termination as herein
provided, the Affiliate shall immediately cease its marketing
and advertising of the Products and shall forthwith eliminate
all mention and references to the Products and all links
to SDI. Pending the completion of the foregoing, SDI may
hold in abeyance the Sales Commission.
ARTICLE 10. MODIFICATION
AND APPLICATION OF AGREEMENT
10.01 SDI may, in good faith,
modify any of the terms and conditions contained in this
Agreement (including the Affiliate commission Schedule),
at any time and in its sole discretion, by posting a change
notice or a new agreement on its website Any changes to the
Sales Commission rate or terms shall only come into force
30 days following posting. If any modification to this Agreement
is not acceptable to the Affiliate, its only recourse is
to terminate this Agreement. The Affiliates continued participation
in the Program following the said posting of a change notice
or new agreement shall constitute binding acceptance by the
Affiliate of the change.
10.02 If any of the provisions
of this Agreement are determined by a court to be unenforceable,
they shall be severed from this Agreement, and the remaining
provisions shall remain in full force and effect.
10.03 The Affiliate shall not
assign, transfer or convey this Agreement or any part thereof
to any other party without SDI's consent, which shall not
be unreasonably refused.
10.04 This Agreement shall
inure to the benefit of and be binding upon the parties hereto
and their respective heirs, legatees, executors, legal representatives,
successors and assigns.
10.05 This Agreement represents
the entire agreement between the parties and supersedes all
prior negotiations, agreements and understandings, if any.
For greater certainty but without restricting the aforementioned,
information contained in any of the following shall not form
part of this Agreement, namely: descriptions of the Program
(including the descriptions of Sales Commission payable to
the Affiliates) on SDI's website(s); e-mail communications
from SDI or from any of its employees, officers or directors;
in the Products, or in marketing/informational documents.
ARTICLE 11. INDEPENDENT
11.01 The Affiliate acknowledges
that it has reviewed this Agreement and agrees to all its
terms and conditions. The Affiliate understands that SDI
may at any time solicit customer referrals on terms that
may differ from those contained in this Agreement or operate
websites that are similar to or compete with the Affiliate's
website The Affiliate has independently evaluated the desirability
of participating in the Program and is not relying on any
representation, guarantee or statement other than as set
forth in this Agreement.
ARTICLE 12. MISCELLANEOUS
12.01 Any reference in this
Agreement to gender includes all genders and words importing
the singular number only shall include the plural and vice
12.02 The insertion of headings
and the division of this Agreement into Articles and Sections
are for convenience reference only and are not to affect
12.03 Each of the parties hereto
covenants and agrees that it shall execute and deliver such
additional agreements and documents and do such acts and
things as may be reasonably necessary fully and effectually
to carry out the intent and purpose of this Agreement.
12.04 Time shall be of essence
of this Agreement.
12.05 All notices, requests
and other communications shall be deemed to have been received
when posted by SDI on its website It shall also be deemed
to have been received on the next business day if transmitted
by e-mail or any other form of electronic mail to the last
known electronic address of the intended recipient.
12.06 This Agreement shall
be governed by and construed in accordance with the applicable
laws of Florida and all disputes concerning this Agreement
and the obligations assumed by the parties shall be resolved
before such courts.