Shenpire Group LLC, DBA SkillSuccess.com Affiliate Agreement 

SkillSuccess.com may offer you an opportunity to become an independent SkillSuccess.com Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for SkillSuccess.com accounts that you sell to other users. SkillSuccess.com reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.  Affiliate commission is further discussed herein. See also SkillSuccess.com Terms of Use, which apply to you in your role as Affiliate, unless otherwise expressly provided for.   

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, SkillSuccess.com’s Affiliate program.  By completing your Affiliate account registration, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms. 

SECTION 1 – PARTIES  All references to “SkillSuccess.com” herein means and refers to Shenpire Group LLC, doing business as SkillSuccess.com.  All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement.  SkillSuccess.com and You are each referred to herein as a “Party,” and collectively as the “Parties.”

SECTION 2 – APPLICATION  You agree to provide all information requested by SkillSuccess.com in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate.  You understand and agree that SkillSuccess.com retains sole and exclusive discretion to determine whether You qualify for participation in SkillSuccess.com’s Affiliate program. Not everyone who applies for SkillSuccess.com’s Affiliate program will qualify to participate.  

SECTION 3 – CONSENT TO BE CONTACTED  You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages.  This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

SECTION 4 – COMPENSATION   If Your application to become an Affiliate is approved by SkillSuccess.com, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise SkillSuccess.com.  You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID. 

In the event that a potential new user (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. There are some products sold that do not have trial periods.

Provided that the Sold Account (as defined below) remains in good status within sixty (60) days from the Sale, You will be paid a commission for each Sold Account that generates a payment to SkillSuccess.com in the initial paid renewal month (“Commission”).  Except as otherwise provided herein, Commission payments will be paid between the 10th – 15th of each month following SkillSuccess.com’s receipt of payment for a Sold Account, subject to the other terms of this Agreement.  All Commission payments are based on the amount of fees received by SkillSuccess.com, less sales taxes.

The amount of Commissions are as follows:

1. Monthly: 100% of first paid renewal. No recurring commissions.
2. Annual: 20% of first paid renewal. No recurring commissions.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider.  Some payment methods may incur processing fees that may be deducted from Your Commissions. Your Commission must equal or exceed One Hundred and 00/100 Dollars ($100.00) (USD) before You receive a payment from SkillSuccess.com. 

Once a Commission of $100 (USD) or more is earned, You will need to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third party companies to contact You.  Before You can be paid any Commission, You must provide SkillSuccess.com a completed W-8 or W-9 tax form, as instructed by SkillSuccess.com, as well as any supporting documentation requested by SkillSuccess.com or its third-party payment provider. 

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s).  Affiliates are not permitted to open a SkillSuccess.com account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation.  Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales. 

Commissions are paid only for transactions that actually occur between SkillSuccess.com and a Sale in which payment is received by SkillSuccess.com.  If payment for a Sold Account later results in a refund or chargeback, and if a Commission was paid to You for that Sold Account, then the Commission will be deducted from Your future Commissions.  

If SkillSuccess.com determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and SkillSuccess.com may terminate this Agreement immediately without SkillSuccess.com having any liability to You.

SECTION 5 – TERM AND TERMINATION  The term of this Agreement will begin the earlier of (i) when You click “Create Your Account” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the SkillSuccess.com Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination.  If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of SkillSuccess.com or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You.  For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by SkillSuccess.com to You. 

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration.  All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your SkillSuccess.com account.

SECTION 6 – ADDITIONAL REPRESENTATIONS AND WARRANTIES  In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.   

SECTION 7 – ENTIRE AGREEMENT This Agreement, Appendix A below, along with SkillSuccess.com’s standard Terms of Use, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate: 

1. General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the  FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by SkillSuccess.com that are inconsistent with, or beyond the scope of marketing materials produced and made available by SkillSuccess.com on SkillSuccess.com’s website, www.skillsuccess.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.  Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. SkillSuccess.com retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
   
   
2. Non-Disparagement.  Affiliate is not permitted to comment negatively about or disparage the products or services of SkillSuccess.com or any other person or entity, including without limitation the products or services of a SkillSuccess.com competitor.  Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of SkillSuccess.com, any brand name of SkillSuccess.com, or based on the trademarks or brand name of any competitor of SkillSuccess.com, or any other third party.  Affiliate shall not direct link to a SkillSuccess.com’s sales page from any paid advertising.
   
   
3. Independent Contractor.  Affiliates are independent contractors of SkillSuccess.com.  It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between SkillSuccess.com and You by virtue of this Agreement.  You have no right to act on behalf of or bind SkillSuccess.com in any way, nor share in the profits or losses of SkillSuccess.com. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
   
   
4. LIMITATION OF LIABILITY.  EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL SKILLSUCCESS.COM OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER SKILLSUCCESS.COM HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. 
   IN NO EVENT SHALL SKILLSUCCESS.COM’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO SKILLSUCCESS.COM FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST SKILLSUCCESS.COM OCCURRED.
   
   
5. Indemnity.  You agree to protect, defend, indemnify and hold harmless SkillSuccess.com, 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 limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement.  Your indemnity obligation includes, but is not limited to, any third party claim against SkillSuccess.comfor liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.
   
   
6. Severability.  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 of Service, as so modified, shall continue in full force and effect.
   
   
7. Modification/Amendments.  This Agreement and SkillSuccess.com’s standard Terms of Use may be modified by SkillSuccess.com at any time, with or without prior notice to You.  Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the affiliate center.  No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by SkillSuccess.com. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
   
   

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