This Agreement represents the terms and conditions which apply to your participation in the Strategic Partner Program of Business Filings Incorporated ("BizFilings"). For purposes of this Agreement, "you" and "your" refer to the Strategic Partner applicant and "we" and "our" refer to BizFilings.
- Execution of the Agreement. By selecting the online acceptance of this Agreement, you represent this Agreement has been validly executed and delivered and constitutes a valid binding obligation against you. You also acknowledge you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.
- Enrollment. To start the enrollment process, you must submit a completed online application. We then review the application and determine, in our sole discretion, whether to accept or reject you as a Strategic Partner. Websites may be rejected because they contain obscene, inappropriate or otherwise objectionable material. We will notify you regarding your application in a timely manner (typically 1-2 business days).
Applications not completely filled out with contact name, company name, address, phone number, email address, website and description of your business will not be accepted.
If your company does not have a website or you intend to refer clients to BizFilings while your website is being constructed, please specify that in your application, as different instructions will be issued to you pending approval of your application.
- Links. Upon acceptance as a Strategic Partner, you will receive a welcome email containing pertinent information regarding your account. In this welcome email you will receive a unique URL to use on your website to send visitors to BizFilings. As a Strategic Partner you have access to BizFilings graphics, banner and content to use on your website. Your welcome email provides instructions on how to access the Strategic Patner Center for commission reports, update your contact information and much more.
- Independent Business. Nothing in this Agreement will create any employment relationship between you and BizFilings. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party. Any person that follows the special link from your website to our website will be deemed to be a customer of BizFilings. Accordingly, we will be responsible for all aspects of order processing and fulfillment of our services. All our rules, prices, policies and operating procedures will apply to sales made under this Agreement. We expressly reserve the right to add, delete or modify our services and prices at any time. We also expressly reserve the right to reject any order, in our sole discretion.
- Commission. As a participant in BizFilings' Affiliate Program, you will be entitled to receive a commission on the Net Revenue (as defined below) on the Paid Orders (as defined below) you refer to BizFilings. For purposes of this Agreement, "Net Revenue" means the total revenue received on an order less state and/or county filing fees and discounts, less the cost of returns and chargebacks BizFilings incurs on any of your referred Paid Orders. Third party costs, mail forwarding, and banking services are excluded from receiving commissions. For purposes of this Agreement, "Paid Orders" means any order on which payment has been received by BizFilings and processed.
BizFilings pays commissions on incorporations and related services. BizFilings does not pay commission on third party services, or any service, which a Strategic Partner provides.
Initially, you will be entitled to receive a twenty percent (20%) commission on the first ten thousand dollars ($10,000) of Net Revenue generated by Paid Orders from customers who follow the Unique URL from your website to the BizFilings website. The commission percentage is subject to increase, up a maximum of thirty percent (30%), in accordance with the following commission structure:
- 20% commission on the first $10,000 of Net Revenue
- 25% commission on $10,001 - $15,000 of Net Revenue
- 30% commission on $15,001 + of Net Revenue
BizFilings pays commissions on a monthly basis. Commission checks are processed approximately forty-five days after the close of the previous month and checks or ACH payments are sent out at that time.
- W9 Form and ACH Form. Strategic Partners are required to provide a completed IRS Form W-9 form before BizFilings can issue a commission payment. The W-9 form is available in the Strategic Partner Center. If the Affiliate does not provide the W-9 form back to BizFilings within 6 months of sign up, BizFilings assumes no liability with respect to any commission earned.
An ACH form will be provided by BizFilings. If the Affiliate wants to receive their commission payments via direct deposit the ACH form must be completed and returned to BizFilings. The Affiliate should note it can take up to two or three monthly commission cycles to have the commission payment provided via direct deposit.
- Term. The term of this Agreement shall commence on the date we accept your application into the Strategic Partner Program and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You will only earn commission fees on sales occurring during the term of this Agreement.
Notwithstanding any other provisions of this paragraph, this Agreement shall terminate automatically in the event of either party's bankruptcy, insolvency or assignment for the benefit of creditors, and either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, shareholder, member, manager, employee, agent or any partner of the other party of any crime which may adversely affect the goodwill or reputation of either party. All accounts that have been inactive for 24 months may be terminated. Additionally, we may terminate this Agreement effective immediately if you use BizFilings' name, logo, or graphics or include a link to the BizFilings' website in any form of unsolicited communication such as spam.
- Your Rights as a Strategic Partner. We grant you the non-exclusive, non-transferable right to maintain a link to the BizFilings' website, solely in accordance with the terms of this Agreement, from which your website visitors can order online incorporation and related services. Additionally, we grant you a non-exclusive, non-transferable license to use our logos, trade names, trademarks and/or other identifying materials for the sole purpose of selling our services on your website. We reserve all our proprietary rights to these materials and may revoke your license at any time upon written notice.
- Your Obligations as a Strategic Partner. In performing under this Agreement, you shall:
- comply with all applicable laws and regulations;
- not use the trademarks, trade names, service marks, or logos of BizFilings except as expressly authorized by BizFilings;
- not create, publish, distribute, or permit any written material that makes reference to BizFilings without first obtaining our written consent. If you want to place links on your site, other than your Strategic Partner link, to BizFilings' information, please see our copyright policy (http://www.BizFilings.com/about/copyright.aspx)
- not create, publish, distribute or permit any advertising in reference to BizFilings.
- not use BizFilings' name, the BizFilings' logo, any BizFilings' graphics or include a link to the BizFilings' website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam). If you want to use BizFilings' website content directly on your site please contact: [email protected] . If you use any BizFilings' content without permission, we will terminate your Affiliate status.
- You are prohibited from bidding on BizFilings trademarks or domain names in any pay-per-click search engines. This includes variations, combinations and/or lower case variants of any of these terms with or without the “www” prefix or “.com” suffix. This list includes but is not limited to: BizFilings, Business Filings, Business Filings International, Business Filings Incorporated, BizComply, RA Watch, BizNet, Time to Start Up, Trademark Explorer, Ultimate Business Planner, Incorporation Specialist, Basic Package, Enhanced Package and Deluxe Package.
- You may not use links, which automatically redirect the user to the BizFilings website in your search ads. You may not use any upper or lower case variations of BizFilings.com for any Display or Destination URL listing in paid search campaigns or Cloak or Mask the BizFilings URL in Search Engines.
- Our Obligations. In providing incorporation, formation and related services to customers referred to us by you through our Strategic Partner Program, we shall comply with reasonable industry standards. We will NOT be responsible for the operation or contents of your website.
- Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto.
- Disclaimer of Warranties and Limitation of Damages and Liability. WE MAKE NO AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INCORPORATION, FORMATION AND RELATED SERVICES TO CUSTOMERS REFERRED TO US BY YOU THROUGH OUR STRATEGIC PARTNER PROGRAM AND/OR ANY SERVICES PROVIDED BY US UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, we make no representations that the operation of our website or services will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors. In no event shall BizFilings or any of our agents, employees, officers or directors be liable for consequential, incidental or special damages, including lost profits, even if we have knowledge of the potential loss or damage.
- Acknowledgment of No Legal Services. You hereby acknowledge that BizFilings is an incorporation and formation service company and is not a law firm, and that neither BizFilings nor any of its employees provide legal services or legal advice. Further, no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of BizFilings' incorporation or formation services. Any information provided by BizFilings is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation or that of any of your customers.
- Indemnification. You agree to indemnify and hold harmless BizFilings and its directors, officers, employees, agents and shareholders against any loss, liability, damage or expense that we may sustain by reason of any action or inaction by you in connection with your solicitation of orders for our services under this Agreement or the operation or contents of your website.
- Modification. We reserve the right to modify the terms of this Agreement, in our sole discretion. At a minimum, we will communicate any modification to you by posting updates to the Strategic Partner Terms and Conditions document maintained on our website. Your continued participation as a Strategic Partner after such modification will constitute your acceptance to the modified terms and conditions.
- Survival of Obligations. The parties agree that the obligations imposed by paragraphs 11 12, 13 and 14 will survive the termination of this Agreement.
- Election of Remedy and Waiver. The exercise of one right or remedy hereunder will not constitute an election or preclude either party from exercising or pursuing all other rights or remedies available to them under the law or as provided herein. The failure of either party at any time to require performance by the other party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
- Assignment, Amendment and Severability. Neither this Agreement nor any rights hereunder or interest herein may be assigned by either party without the written consent of the other, which consent will not be unreasonably withheld. This Agreement constitutes the entire agreement between the parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of either party. In the event any provision of this Agreement is found to be void or unenforceable, all remaining provisions of this Agreement will remain in full force and effect.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America. The parties hereby submit to the jurisdiction of any state or federal court located in New York. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in New York County and the Southern District of the State of New York, United States of America.
- Notice. All notices under this Agreement shall be in writing (standard mail) and email (when sent by BizFilings) and shall be deemed sufficient if delivered personally or if addressed to the receiving party if for BizFilings at 8020 Excelsior Drive, Suite 200, Madison, WI 53717, and if for the Strategic Partner to the address and email provided in your Strategic Partner Application or to such other address as such party may designate in writing. Any such notice shall be deemed to have been received by U.S. mail, return receipt requested.