Affiliate Agreement
UPDATED ON JAN 1, 2019
MASTER NETWORKS AFFILIATE AGREEMENT
AFFILIATE AGREEMENT
As a Master Networks Affiliate, You have the opportunity to earn money from (i) commissions for Master Networks memberships that You sell to other members. This Agreement sets forth Your rights and obligations as a Master Networks Affiliate. By clicking “I Agree” You indicate that You have read and understood this Agreement and You will be bound by its terms.
1. PARTIES. All references to “Master Networks” herein mean and refer, parent company, affiliate entities, and employees, and assigns. All references to “You” and “Your” mean and refer to that Master Networks Affiliate who has executed this Agreement by clicking “I Agree.” Master Networks and You are each referred to herein as a “Party,” and collectively as the “Parties.”
2. INDEPENDENT CONTRACTOR. You are an independent contractor of Master Networks. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Master Networks and You by virtue of this Affiliate Agreement.
3. TERM AND TERMINATION. Your contract with Master Networks begins when You click “I Agree,” and will continue month-to-month until either:
A. Master Networks cancels Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You will forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You.
or
B. Master Networks or its successors or assigns, in its sole and absolute discretion, cancels Your Affiliate Agreement. In the event that Master Networks or its successors or assigns cancels Your Affiliate Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided Master Networks and that is associated with your Affiliate profile.
4. COMPENSATION.
A. COMMISSIONS. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate code, which You will use to advertise Master Networks. When another person (a “Prospect”) clicks through that URL and/ or names you as the sponsor you and registers as a “member” and each such account is a “Sold Account you will be qualified to receive a commission.” You must also be a member in “Good Standing” to be qualified to earn a commission. .
You will be paid a commission for each Sold Account that generates a minimum payment of $49. to Master Networks in a month. The Commission amount is $10 received by Master Networks for a Sold Account. Commission payments will be made to You on or before forty-five (45) days following Master Networks’ receipt of payment for a Sold Account, subject to the other terms set forth herein.
B. TAXES. Before You can be paid any Commission or Bonuses, You must provide Master Networks a completed W-8 or W-9, as instructed by Master Networks. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than 120 days before submitting a completed W-8 or W-9 to Master Networks. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Master Networks. If You are not a resident of the United States, Master Networks may withhold tax (including without limitation VAT) where required to by applicable law. Where Master Networks is required to withhold tax, Master Networks will document such withholding.
D. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed Fifty and 00/100 Dollars ($50.00) before You receive a payment from Master Networks. If Your combined commissions and bonuses for a given month are less than $50.00, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $50.00.
F. U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in US Dollars. Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.
5. MARKETING AND RECRUITING.
A. TRUTHFUL. Anything You communicate in marketing or advertising any Master Networks service or opportunity must be true and accurate. Claims that relate to any Master Networks service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Master Networks. You may not use the intellectual property of any other person or entity in advertising any Master Networks service or opportunity.
B. DISCLAIMER. On any website that You advertise any Master Networks service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent Master Networks Affiliate, not an employee. I receive referral payments from Master Networks. The opinions expressed here are my own and are not official statements of Master Networks LLC
C. NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of Master Networks.
D. INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Master Networks account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Master Networks account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales or Legacy Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Master Networks all Commissions and Bonuses earned as a result of any such violation.
E. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Master Networks Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Master Networks, the following guidelines must be adhered to:
1. Your statements must be completely true and accurate and supported by evidence;
2. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and
3. Your statements must be accompanied by the Master Networks Income Disclosure Statement.
6. MASTER NETWORKS’ INTELLECTUAL PROPERTY. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by Master Networks, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the Master Networks business including, without limitation, Affiliate lists, sponsorship trees, and all Master Networks Affiliate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Master Networks, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with Master Networks, Master Networks grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Affiliate sales, earnings and other financial reports to facilitate your Master Networks business. Proprietary Information may be used by Affiliate in furtherance of their other business endeavors; however, the information must not be used in furtherance of a competing business to Master Networks. A company is deemed “competing” if it sells services in the same generic category as Master Networks.
- If you have any questions regarding your use of any Master Networks mark, please contact: support@masternetworks.net
7. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You agree to permit Master Networks to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Master Networks for any lawful purpose, and without compensation.
8. PROHIBITED ACTIVITY. Master Networks has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Master Networks reputation; and the violation of the rights of Master Networks or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Master Networks reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
9. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Master Networks, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Master Networks for liability for payments for, damages caused by, or other liability relating to, You.
10. NO WARRANTY; NO LEADS. Master Networks does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Master Networks will not at any time provide sales leads or referrals to You. Additionally, MASTER NETWORKS’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MASTER NETWORKS MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY MASTER NETWORKS WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. MASTER NETWORKS MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY MASTER NETWORKS WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY MASTER NETWORKS WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY MASTER NETWORKS’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY MASTER NETWORKS’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL MASTER NETWORKS’ LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST MASTER NETWORKS OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
12. FORCE MAJEURE. Master Networks will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Master Networks. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Master Networks shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
13. ASSIGNMENT. Master Networks may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Master Networks’ or its assigns express written consent.
14. ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.
All disputes and claims relating to Master Networks, its products and services, the rights and obligations of a Affiliate and Master Networks, or any other claims or causes of action relating to the performance of either a Affiliate or Master Networks under the Agreement or the Master Networks Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Texas, or such other location as Master Networks prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Master Networks from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Master Networks including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Collin County, Texas. You agree not to file suit against Master Networks or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Master Networks. In the event that You and Master Networks are unable to reach agreement on an Arbitrator, You and Master Networks will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Collin County, Texas. The arbitrators selected by You and Master Networks will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Master Networks and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Texas without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Master Networks to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Master Networks may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Master Networks from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Master Networks’ rights prior to, during, or following any arbitration proceeding.
F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Master Networks commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
15. ENTIRE AGREEMENT. This Agreement, along with Master Networks’ standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Master Networks Affiliate.
16. MODIFICATION/AMENDMENTS. This Agreement and Master Networks’ standard Terms and Conditions may be modified by Master Networks at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Center. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Master Networks. Your continued acceptance of Commission or Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement.
17. NO WAIVER. No waiver by Master Networks of any right reserved or granted to Master Networks under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Master Networks.
18. NOTICE. Any notice required to be given to Master Networks under or related to this Agreement shall be in writing, addressed as follows:
Master Networks LLC
5540 Granite Pkwy #200 Plano, Texas 75024 e-mail: support@masternetworks.net
Master Networks will send notices to You at the e-mail address You provided to Master Networks. Any notices shall be deemed delivered to You when sent by Master Networks. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Master Networks may also provide notice to You by posting information in the Affiliate Center.
19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.
NOTE: ELECTRONIC SIGNATURE VERBIAGE
Master Networks
AFFILIATE AGREEMENT
Section I: Acceptance of the Agreement
Welcome to the Master Networks business. Please read the Master Networks Terms and Conditions and Policies and Procedures carefully. Collectively the Master Networks Policies and Procedures, Terms and Conditions and are referred to as the “Affiliate Agreement”. You may choose to accept or decline after reviewing the Affiliate Agreement carefully.
Section II: E-Sign Notice- Consent to Electronic Record
E-Sign, the Electronic Signatures in Global and National Commerce Act (15 U.S.G 7001, et seq.), requires that you consent to entering into an electronic agreement with Master Networks before a Master Networks Affiliate Agreement can be executed. Please read the following information carefully:
• If you enter into an online Affiliate Agreement with Master Networks, you will not be required to submit a paper application. An electronic record will evidence the entire agreement between you and Master Networks. However, you must consent to the use of an electronic record and must read the Master Networks Terms and Conditions , Master Networks Policies and Procedures and electronically acknowledge below that you have read these documents.
• To access these documents and submit your online Affiliate Application, you will need a personal computer or Mac with Internet access and operational Internet browser software (e.g., Internet Explorer, Mozilla Firefox).
• You may withdraw your consent to the use of electronic records at any time. However, should you do so, your Affiliate Agreement will be automatically terminated and you will lose all rights to all remuneration under the Master Networks Compensation Plan. Should you wish to withdraw your personal information, you must do so by emailing the Master Networks Customer Service at support@masternetworks.net for further assistance.
By Circling on “I agree” below, you consent to the use of electronic records evidencing your agreement to the Master Networks Terms and Conditions, Policies and Procedures and the Compensation Plan of the Master Networks Affiliate Agreement. If you click on the “I Decline” box, the enrollment process will be terminated and you will be returned to the Master Networks Home page.
I consent to the use of electronic records and have read, understand and agree to the Master Networks Terms and Conditions, Policies and Procedures and Compensation Plan.
<I ACCEPT> <I DECLINE>
AFFILIATE AGREEMENT
As a Master Networks Affiliate, You have the opportunity to earn money from (i) commissions for Master Networks memberships that You sell to other members. This Agreement sets forth Your rights and obligations as a Master Networks Affiliate. By clicking “I Agree” You indicate that You have read and understood this Agreement and You will be bound by its terms.
1. PARTIES. All references to “Master Networks” herein mean and refer, parent company, affiliate entities, and employees, and assigns. All references to “You” and “Your” mean and refer to that Master Networks Affiliate who has executed this Agreement by clicking “I Agree.” Master Networks and You are each referred to herein as a “Party,” and collectively as the “Parties.”
2. INDEPENDENT CONTRACTOR. You are an independent contractor of Master Networks. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Master Networks and You by virtue of this Affiliate Agreement.
3. TERM AND TERMINATION. Your contract with Master Networks begins when You click “I Agree,” and will continue month-to-month until either:
A. Master Networks cancels Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You will forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You.
or
B. Master Networks or its successors or assigns, in its sole and absolute discretion, cancels Your Affiliate Agreement. In the event that Master Networks or its successors or assigns cancels Your Affiliate Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided Master Networks and that is associated with your Affiliate profile.
4. COMPENSATION.
A. COMMISSIONS. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate code, which You will use to advertise Master Networks. When another person (a “Prospect”) clicks through that URL and/ or names you as the sponsor you and registers as a “member” and each such account is a “Sold Account you will be qualified to receive a commission.” You must also be a member in “Good Standing” to be qualified to earn a commission. .
You will be paid a commission for each Sold Account that generates a minimum payment of $49. to Master Networks in a month. The Commission amount is $10 received by Master Networks for a Sold Account. Commission payments will be made to You on or before forty-five (45) days following Master Networks’ receipt of payment for a Sold Account, subject to the other terms set forth herein.
B. TAXES. Before You can be paid any Commission or Bonuses, You must provide Master Networks a completed W-8 or W-9, as instructed by Master Networks. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than 120 days before submitting a completed W-8 or W-9 to Master Networks. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Master Networks. If You are not a resident of the United States, Master Networks may withhold tax (including without limitation VAT) where required to by applicable law. Where Master Networks is required to withhold tax, Master Networks will document such withholding.
D. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed Fifty and 00/100 Dollars ($50.00) before You receive a payment from Master Networks. If Your combined commissions and bonuses for a given month are less than $50.00, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $50.00.
F. U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in US Dollars. Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.
5. MARKETING AND RECRUITING.
A. TRUTHFUL. Anything You communicate in marketing or advertising any Master Networks service or opportunity must be true and accurate. Claims that relate to any Master Networks service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Master Networks. You may not use the intellectual property of any other person or entity in advertising any Master Networks service or opportunity.
B. DISCLAIMER. On any website that You advertise any Master Networks service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent Master Networks Affiliate, not an employee. I receive referral payments from Master Networks. The opinions expressed here are my own and are not official statements of Master Networks LLC
C. NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of Master Networks.
D. INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Master Networks account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Master Networks account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales or Legacy Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Master Networks all Commissions and Bonuses earned as a result of any such violation.
E. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Master Networks Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Master Networks, the following guidelines must be adhered to:
1. Your statements must be completely true and accurate and supported by evidence;
2. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and
3. Your statements must be accompanied by the Master Networks Income Disclosure Statement.
6. MASTER NETWORKS’ INTELLECTUAL PROPERTY. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by Master Networks, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the Master Networks business including, without limitation, Affiliate lists, sponsorship trees, and all Master Networks Affiliate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Master Networks, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with Master Networks, Master Networks grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Affiliate sales, earnings and other financial reports to facilitate your Master Networks business. Proprietary Information may be used by Affiliate in furtherance of their other business endeavors; however, the information must not be used in furtherance of a competing business to Master Networks. A company is deemed “competing” if it sells services in the same generic category as Master Networks.
- If you have any questions regarding your use of any Master Networks mark, please contact: support@masternetworks.net
7. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You agree to permit Master Networks to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Master Networks for any lawful purpose, and without compensation.
8. PROHIBITED ACTIVITY. Master Networks has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Master Networks reputation; and the violation of the rights of Master Networks or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Master Networks reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
9. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Master Networks, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Master Networks for liability for payments for, damages caused by, or other liability relating to, You.
10. NO WARRANTY; NO LEADS. Master Networks does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Master Networks will not at any time provide sales leads or referrals to You. Additionally, MASTER NETWORKS’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MASTER NETWORKS MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY MASTER NETWORKS WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. MASTER NETWORKS MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY MASTER NETWORKS WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY MASTER NETWORKS WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY MASTER NETWORKS’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY MASTER NETWORKS’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL MASTER NETWORKS’ LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST MASTER NETWORKS OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
12. FORCE MAJEURE. Master Networks will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Master Networks. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Master Networks shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
13. ASSIGNMENT. Master Networks may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Master Networks’ or its assigns express written consent.
14. ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.
All disputes and claims relating to Master Networks, its products and services, the rights and obligations of a Affiliate and Master Networks, or any other claims or causes of action relating to the performance of either a Affiliate or Master Networks under the Agreement or the Master Networks Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Texas, or such other location as Master Networks prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Master Networks from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Master Networks including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Collin County, Texas. You agree not to file suit against Master Networks or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Master Networks. In the event that You and Master Networks are unable to reach agreement on an Arbitrator, You and Master Networks will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Collin County, Texas. The arbitrators selected by You and Master Networks will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Master Networks and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Texas without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Master Networks to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Master Networks may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Master Networks from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Master Networks’ rights prior to, during, or following any arbitration proceeding.
F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Master Networks commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
15. ENTIRE AGREEMENT. This Agreement, along with Master Networks’ standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Master Networks Affiliate.
16. MODIFICATION/AMENDMENTS. This Agreement and Master Networks’ standard Terms and Conditions may be modified by Master Networks at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Center. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Master Networks. Your continued acceptance of Commission or Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement.
17. NO WAIVER. No waiver by Master Networks of any right reserved or granted to Master Networks under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Master Networks.
18. NOTICE. Any notice required to be given to Master Networks under or related to this Agreement shall be in writing, addressed as follows:
Master Networks LLC
5540 Granite Pkwy #200 Plano, Texas 75024 e-mail: support@masternetworks.net
Master Networks will send notices to You at the e-mail address You provided to Master Networks. Any notices shall be deemed delivered to You when sent by Master Networks. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Master Networks may also provide notice to You by posting information in the Affiliate Center.
19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.
NOTE: ELECTRONIC SIGNATURE VERBIAGE
Master Networks
AFFILIATE AGREEMENT
Section I: Acceptance of the Agreement
Welcome to the Master Networks business. Please read the Master Networks Terms and Conditions and Policies and Procedures carefully. Collectively the Master Networks Policies and Procedures, Terms and Conditions and are referred to as the “Affiliate Agreement”. You may choose to accept or decline after reviewing the Affiliate Agreement carefully.
Section II: E-Sign Notice- Consent to Electronic Record
E-Sign, the Electronic Signatures in Global and National Commerce Act (15 U.S.G 7001, et seq.), requires that you consent to entering into an electronic agreement with Master Networks before a Master Networks Affiliate Agreement can be executed. Please read the following information carefully:
• If you enter into an online Affiliate Agreement with Master Networks, you will not be required to submit a paper application. An electronic record will evidence the entire agreement between you and Master Networks. However, you must consent to the use of an electronic record and must read the Master Networks Terms and Conditions , Master Networks Policies and Procedures and electronically acknowledge below that you have read these documents.
• To access these documents and submit your online Affiliate Application, you will need a personal computer or Mac with Internet access and operational Internet browser software (e.g., Internet Explorer, Mozilla Firefox).
• You may withdraw your consent to the use of electronic records at any time. However, should you do so, your Affiliate Agreement will be automatically terminated and you will lose all rights to all remuneration under the Master Networks Compensation Plan. Should you wish to withdraw your personal information, you must do so by emailing the Master Networks Customer Service at support@masternetworks.net for further assistance.
By Circling on “I agree” below, you consent to the use of electronic records evidencing your agreement to the Master Networks Terms and Conditions, Policies and Procedures and the Compensation Plan of the Master Networks Affiliate Agreement. If you click on the “I Decline” box, the enrollment process will be terminated and you will be returned to the Master Networks Home page.
I consent to the use of electronic records and have read, understand and agree to the Master Networks Terms and Conditions, Policies and Procedures and Compensation Plan.
<I ACCEPT> <I DECLINE>
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