Commonwealth Capital, LLC
“Director Associates & Enterprise Associates”
This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Commonwealth Capital Associate Program.
- Terminology: Commonwealth Capital’s Associate Program the “Program.” This Affiliation Agreement, “Agreement”, is made between Associate Applicant, the “Applicant,” “Associate,” “Associate Program Member,” “Associate Agent” “Associate,” “Director Associate,” “Enterprise Associate,” “Agent,” “You,” “Your,” or “Yourself,” and Commonwealth Capital, LLC or any of its subsidiary companies, “Commonwealth,” “Commonwealth Capital,” “Company,” “We,” “Us,” or “Our” collectively known as the “Parties.” “End User” means a purchaser, client, or customer of an Associate or Commonwealth Capital. A “Product” is any product or service, including SaaS, listed on our site that is fulfilled by us or any product sold by a third party seller on our site. A “Third Party” is any company that provides a product or service to Commonwealth Capital, in regards to Commonwealth Capital acting as a reseller, wholesaler or as a distributor. A “Site” can mean singular and/or plural and our website(s) or your website(s), referenced in context.
- Term of Agreement: The term of this Agreement will begin upon your acceptance of the Associate Agreement (this text), the submission of your Associate Application (we will send you the ID & Password once approved) to join the Associate Program and acceptance of the application by Commonwealth Capital, LLC located at: 30 S. Wacker Dr. 22nd Floor Chicago, IL 60606. This Agreement will end when terminated by either the Associate or Commonwealth Capital LLC. Either party may terminate this Agreement at any time, with or without reason, by giving the other party suitable notice of termination. Any breach of any provision of this Agreement by either party will constitute immediate termination on the date of the activity that constituted the breach.
- Associate Advertisement and Promotion: Associate may not advertise or promote Commonwealth Capital or any of its products or services by any illegal or unethical means. Commonwealth Capital, LLC will make the final decision as to what constitutes an unauthorized method of advertisement. Associates who use these methods to promote Commonwealth Capital LLC’s Products will be terminated without notice and will forfeit all unpaid commissions earned and any stock awards will be considered terminated immediately, as a breach of this Agreement.
Examples of unauthorized and prohibited advertising or promotional methods include, but are not necessarily limited to:
- Spam or by unsolicited e-mail;
- Cross posting on Usenet Newsgroups;
- Promotion from an Adult, Hate, Misleading, or Obscene web site;
- Advertising or Promotion, which misrepresents Commonwealth Capital LLC’s products or services;
- Advertising or Promotion, which promotes violence;
- Advertising or Promotion, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Advertising or Promotion, which promotes illegal activities;
- Advertising or Promotion, which otherwise violate intellectual property rights.
- Eligibility: For a sale to be eligible to earn a commission the sprocket company candidate for the Commonwealth Capital Income Funds I or II “CCIF-I or II”, must be invited to and accept the terms of becoming a portfolio company of Commonwealth Capital Income Funds I & II. Associate must also have an IRS Form W-9 on file with Commonwealth Capital.
- Corporate Finance Advisory Services (CFAS). Associate Program Members receive a standard 10% commission on any fees we receive for providing this service to portfolio companies, that are introduced by Associate, to one of our VC Funds; Commonwealth Capital Income Funds I & II
- Equity Compensation: 10,000 units ($1,000,000) of COMMONWEALTH CAPITAL’S SERIES A – CLASS B NON-VOTING CONVERTIBLE PARTICIPATING PREFERRED UNITS, “UNITS,” shall be distributed to those Associates who meet certain criteria and as long as the equity units are available.
- Eligibility: $100,000 minimum in gross commissions you receive for Corporate Finance Advisory Services (CFAS) shall trigger the eligibility for an Associated to receive an additional distribution of Convertible Participating Preferred Equity. Annual sales and commission amounts will determine the amount of equity distribution based on a calculation of ten (10%) percent of the annual sales and commission amounts applied to the par value of the preferred equity, setting the minimum to be distributed.
- For instance, $50,000 in commissions received by Associate (not gross sales) for Corporate Finance Advisory Services will not trigger eligibility because it is less that the $100,000 minimum. $150,000 in commissions received by Associate (not gross sales) for Corporate Finance Advisory Services will trigger eligibility because it is greater than the $100,000 minimum. That amount multiplied by the 10% Equity Commission equals $15,000 amount applied to the par value ($100.00) of the preferred equity sets the minimum to be distributed at 150 preferred units.
- There are no maximum amounts of annual sales or Convertible Participating Preferred Units to be received by any Associate up to the maximum amount of 10,000 Convertible Participating Preferred Units available by this agreement and the Stock Award Plan. Once the 10,000 Convertible Participating Preferred Units are distributed the Stock Award program ends.
- Associate will receive qualified leads for prospective subscribers for the Sprocket Network™ based on a track record of successful sales performance. The leads will be distributed on a timely basis at Management’s discretion.
Payments: For commission earned through the Company’s Corporate Finance Advisory Services, Associates are paid only by PayPal or ACH electronic transfer to Associate’s bank account and shall be paid within 10 business days of the 15th and the end of the commission month. To receive electronic payment, Associates provides their PayPal information or provide their bank’s routing number and bank account number on the Associate Sign-up page.
Links on your Site(s) to our Site: Once you have been notified that you or your company has been accepted into the Program, you or your company may provide on your site(s) one or more of the following types of links to our site, or other sites as directed “Links.” You may select one or more links to list on your site. We will provide you with instructional guidelines and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and commission accrual, we will provide you with special “tagged” link format(s) to be used in all links between your site and our site. You must ensure that each of the link(s) between your site(s) and our site properly utilizes such Sprocket Network, LLC “Sprocket” et al, formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such Sprocket Network, LLC “Sprocket” et al, link formats are referred to as “COMMONWEALTH CAPITAL OR Sprocket Network, LLC “Sprocket” et al, links. You will earn commissions only with respect to activity on our site occurring directly through COMMONWEALTH CAPITAL ET AL Links; we will not be liable to you with respect to any failure by you to use COMMONWEALTH CAPITAL ET AL Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Associate Program and placing any of the above links within your site, Commonwealth Capital et al may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Commonwealth Capital program constitutes your specific and unconditional consent to and authorization for Commonwealth ’s access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Commonwealth’s Privacy Notice.
Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Commonwealth Capital et al sites; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the Commonwealth Capital site; and (g) promptly delete any Content that is no longer displayed on the Commonwealth Capital site or that we notify you is no longer available for an Associate’s use.
Order Processing: We will process orders placed by customers who follow Sprocket Network, LLC “Sprocket” et al, links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase by using Sprocket Network, LLC “Sprocket” et al, links from your site to our site and will make available to you reports summarizing this sales activity. We shall make these reports available to you online and in real time. The form, content, and frequency of the reports may vary from time to time due to technical difficulties or at our discretion.
Pricing Policy: Customers who buy products through this will be deemed customers of Commonwealth Capital. Accordingly, all Commonwealth Capital rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged under this Program in accordance with our own pricing policies. Prices and availability may vary from time to time.
Identifying Yourself as an Associate: You may not issue any press release with respect to this Agreement or your participation in the Program without prior written permission from Commonwealth Capital; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as an Associate Program participant. You may display this logo or any phrases on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement, (including by expressing or implying that Commonwealth Capital supports, sponsors, endorses, or contributes money to any charity or other cause).
Limited License: We grant you a nonexclusive, revocable right to use the graphic image and text described in paragraph 9 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as an Associate and to assist in generating sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. Termination of this agreement by either Party shall revoke your limited license.
Responsibility for your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for, but not necessarily limited to:
- The technical operation of your site and all related equipment;
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
- Ensuring that materials posted on your site are not libelous or otherwise illegal; and
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
Notwithstanding the other provisions of this agreement, all confidential sources and information disclosed by Commonwealth Capital to Associate, or about as a result of this Agreement, is valuable property and shall remain the exclusive property of Commonwealth Capital. The Associate will maintain complete confidentiality regarding Commonwealth Capital business sources, trade secrets and/or its Associates’ confidential information, as well as, the nature, manner, and forms of Commonwealth Capital’s business dealings. Associate agrees not to disclose any confidential information to any entity, in perpetuity.
Associate will not, in any way whatsoever, circumvent or attempt to circumvent Commonwealth Capital, or any of the sources/contacts involved in any of the transactions of Commonwealth Capital. Any violation of this covenant shall be deemed as an attempt to circumvent Commonwealth Capital, and Associate violating this covenant shall be liable for damages in favor of Commonwealth Capital.
Associate agrees with Commonwealth Capital that upon any breach of this agreement, Associate in default will pay Commonwealth Capital: (A) the non-circumvention damages, if applicable, plus (B) all loss and/or damage sustained by Commonwealth Capital by reason of such breach, plus (C) all expenses incurred in enforcing any legal remedy and/or right(s), based upon or arising out of this agreement, plus (D) a reasonable sum for attorneys’ expenses and attorneys’ fees.
Reasonable Restraint: Associate hereby acknowledges that the restrictions contained in The Non-Circumvent and Non-Disclosure paragraph hereof are reasonable restraints upon Associate, and further acknowledge that any breach of those provisions could have a substantial detrimental effect upon Commonwealth Capital, the amount of which will be impossible to ascertain, and for that reason, Associate agrees that, in addition to any other remedy available to Commonwealth Capital under law for violation of this Agreement, that Commonwealth Capital shall be entitled to an injunction from any Court of competent jurisdiction restraining any violation of any said covenant.
Independent Contractor: Associate is an independent contractor with respect to Commonwealth Capital. If the Associate is an individual, partnership, Limited Liability Company or any other “Pass-through Entity” for income tax purposes, the Associate must provide Commonwealth Capital with Associate’s social security or federal tax identification number (by properly executing IRS Form W-9) so that an IRS Form-1099 can be generated and sent to the individual or entity after the end of each calendar year. In addition, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations or otherwise bind the Company on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Paragraph. NO PAYMENTS WILL BE MADE UNTIL COMMONWEALTH CAPITAL HAS A PROPERLY EXECUTED W-9 FOR ASSOCIATE ON FILE.
Indemnification: Associate agrees to indemnify and hold Commonwealth Capital harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Commonwealth Capital that result from the acts, omissions, or material misrepresentations made by or of Associate’s Officers, Directors, Employees, or Agents. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.
Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Assignment: You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Commonwealth Capital. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Commonwealth may assign this entire agreement and the obligations to and from its Associates to its subsidiary; Sprocket Network, LLC “Sprocket” et al, at any time.
Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by electronic transfer (via e-mail address), or deposited in the United States mail, postage prepaid, addressed as defined in paragraph two of this Agreement. Such addresses may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.
Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction or arbitration panel finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
Legal Age: Associate, if an individual acknowledges that he or she is of legal age to contractually bind Associate to this Agreement.
Applicable Law. This Agreement shall be governed by the laws of the State of Illinois or where Commonwealth Capital resides at the time of issue.
Binding Contractual Authority. Applicant, if for an entity other than an individual, hereby affirms that Applicant has the binding authority of their respective organizations, granted by their organization by election or appointment or in any other manner consistent with law effecting contractual applications.
Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. Except for Managing Directors of Commonwealth Capital that act as Associates, this Agreement supersedes any prior written or oral agreements between the Parties.