UPDATED December 24th, 2024

AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (hereinafter “Agreement”) is entered and effective as of the date below by and between Beaubien Business Services, Inc (hereinafter "Company" or “BBSI Tax”), and [ACCOUNT_NAME] (hereinafter "Affiliate").

W I T N E S S E T H

WHEREAS, Company desires to receive customers from Affiliate’s marketing and promotion efforts and agrees to compensate Affiliate for certain services. WHEREAS, Affiliate desires to market and promote Company’s services. THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties stipulate and agree as follows:

1. AFFILIATE CUSTOMER. Affiliate’s marketing and promotion efforts may result in a customer engaging Company for services (“Affiliate Customer”). Affiliate shall have no obligation to refer prospective customers to Company, and any Affiliate Customers sent to Company hereunder shall always be at the sole discretion of Affiliate.

2. COMPANY OBLIGATIONS. Company shall contact each Affiliate Customer as soon as reasonably practical and shall be available to update Affiliate on the status of any Affiliate Customer and any Affiliate Customer Fee that may be due hereunder.

3. AFFILIATE PAYMENTS

1. Affiliate Fee Structure: Company shall pay Affiliate an Affiliate Customer Fee based on the following tiered structure:

   • Minimum Customer Payment Requirement: Affiliate Fees will only be paid for Affiliate Customers whose total payment to the Company exceeds $499. Any customers paying less than $499 will not qualify for Affiliate Fees.

     • Tier 1 - Rising Star (1–50 referrals): 15% commission on the fee received by Company.

     • Tier 2 - Influencer (51–75 referrals): 20% commission on the fee received by Company.

     • Tier 3 - Leader (76–100 referrals): 25% commission on the fee received by Company.

     • Tier 4 - Trailblazer (101+ referrals): 30% commission on the fee received by Company.

     • Note: The Affiliate Fee structure applies only to the initial or upfront fees paid by the referred customer. Recurring commissions are calculated separately and do not follow the same percentage structure.

2. Recurring Commissions for Monthly Services:

   • Affiliates will earn 5% recurring monthly commission for 12 months on ongoing services (e.g., bookkeeping) for payments that exceed $499/month.

   • If the referral signs up for ongoing or monthly services, the affiliate will receive commissions for those payments under the same recurring terms outlined above.

3. Examples:

   • Examples: Initial Fees

     • A referred customer pays $1,999 for a Comprehensive Consult: Affiliate earns $299.85 (15% Tier 1 rate).

     • A referred customer pays $4,999 for a Comprehensive Consult: Affiliate earns $999.80 (20% Tier 2 rate).

   • Example: Bookkeeping

     • A referred customer signs up for $549/month bookkeeping: Affiliate earns $27.45/month (5% of $549) for 12 months, totaling $329.40/year.

   • Example: Combined Tax Prep + Bookkeeping

     • Scenario: A referred customer pays $4,000 upfront for tax prep services and subscribes to $500/month bookkeeping services:

       • Year 1 Tax Prep Fee: Affiliate earns $600 (15% of $4,000 upfront fee).

       • Bookkeeping (Recurring): Affiliate earns $27.45/month (5% of $549) for 12 months, totaling $329.40.

       • Total Year 1 Earnings: $600 (tax prep) + $329.40 (bookkeeping) = $929.40.

4. Payment Terms:

   • Affiliate Fees will be paid within 15 days after the end of the month in which full payment for services is received by the Company from the Affiliate Customer.

   • Example: If Company receives payments from Affiliate Customers in May 2024, Affiliate Fees will be disbursed by June 15, 2024.

5. Exclusions and Adjustments:

   • Affiliate Fees are not due on discounted services or special promotions offered by Company unless explicitly communicated in writing by Company.

   • Affiliate Fees are not due on services when customers engage Company independent of Affiliate’s promotion, marketing, or efforts.

   • No Affiliate Fee will be paid for:

     • Existing customers of Company.

     • Customers already referred by another Affiliate.

     • Services refunded to the customer.

     • Customers whose total monthly payments to the Company are $499 or less, or whose one-time fees are less than $499.

   • If an Affiliate Fee has already been paid for a refunded service, the Affiliate Fee will be deducted from future payments.

6. Fee Adjustments: The Company’s Fees and Affiliate Fees may be modified from time to time at Company’s sole discretion with prior notice to Affiliate.

7. Referral Linking: A referred affiliate may only be linked to a single referrer, such that the referral linking shall be on a first-attribution basis.

8. The Company will provide Affiliates with at least 30 days' written notice of any changes to the Affiliate Fee structure.

9. Affiliate is solely responsible for reporting and paying any taxes on Affiliate Fees earned under this Agreement. Company will issue a Form 1099-NEC for Affiliates earning $600 or more in a calendar year, as required by law.

4. TRACKING & PROCEDURE. Affiliate agrees to follow Company’s tracking procedures, which include:

• Directing Affiliate Customers to a designated contact at Company.

• Using unique Affiliate links/URLs provided by the Company (COMING SOON).

• Ensuring referrals provide the Affiliate’s name during booking, either:

  • By adding the Affiliate’s name to the calendar at the time of booking; or

  • Mentioning the Affiliate’s name when calling to book services.

• This information must be provided PRIOR to booking to qualify for commissions.

• Affiliate must notify Company of any errors or discrepancies in the monthly tracking report within 15 days of receiving the report. Failure to do so will result in acceptance of the report as accurate.

Company will send a monthly report to Affiliate listing Affiliate Customers who paid for services in the prior month. This report will be sent to the email address provided by Affiliate.

Affiliate agrees to provide Company with a W-9 for accounting and tax reporting purposes and agrees to receive Affiliate Fees via ACH/electronic payment to the account listed in the provided organizer (Affiliate Bank Info with W-9 Link).

5. INDEPENDENT CONTRACTORS Both parties are independent contractors. No party is the partner, joint venturer, or representative of the other party. Each party:

• Retains control over its own business operations.

• May terminate this Agreement at any time upon written notice (including electronic mail) to the other party.

6. CONFIDENTIAL AND INTELLECTUAL PROPERTY All proprietary or confidential information (including but not limited to policies, procedures, operations, strategies, financials, trade secrets, and consumer lead information) communicated between the parties shall:

• Misuse: The Affiliate agrees not to use Company-provided materials, logos, trademarks, or customer data for any purpose other than promoting the Company’s services. Unauthorized use includes, but is not limited to, sharing materials with competitors, altering content for unrelated promotions, or reproducing content without prior written consent. Misuse will result in immediate termination of this Agreement and may subject the Affiliate to financial liabilities or legal action.

• Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed under this Agreement. This includes but is not limited to customer data, marketing strategies, pricing information, and any other business practices or policies.

• Non-Disclosure: The Affiliate agrees not to share, distribute, or disclose any confidential information or trade secrets of the Company to third parties without prior written consent.

• Intellectual Property: All marketing materials, logos, trademarks, and any other intellectual property provided to Affiliate by Company remain the sole property of the Company. The Affiliate is granted a limited, non-exclusive license to use such materials solely for promoting Company’s services. Unauthorized use, reproduction, or distribution is strictly prohibited.

• Survival of Confidentiality: This confidentiality obligation survives the termination of this Agreement for a period of five (5) years or as required by law, whichever is longer.

7. ASSIGNABILITY & INDEMNIFICATION

• Assignability: Neither party may assign rights or delegate obligations under this Agreement without prior written consent from the other party.

• Indemnification: Affiliate agrees to indemnify and hold Company harmless from all claims, losses, fees, or judgments arising from Affiliate’s acts or omissions. Company agrees to indemnify and hold Affiliate harmless from all claims, losses, fees, or judgments arising from Company’s acts or omissions.

8. MUTUAL RESPONSIBILITIES

Compliance with Laws: Each Party shall comply with all state and federal laws, including regulations and agency guidance (collectively, “Applicable Law”) in the delivery of BBSI Tax Products, in the case of BBSI Tax, and Affiliate Products, in the case of Affiliate.

• Telephone Communications Privacy Act (TCPA): Each Party acknowledges that Applicable Law includes the federal TCPA and enabling regulations, including the “one-to-one” consent requirement effective January 27, 2025. Each Party agrees to:

  • Ensure written consent is obtained from the individual before sending marketing messages.

  • Consent must explicitly state approval to receive messages about Company services.

  • Example of written consent:

    • "I agree to receive marketing communications via SMS from [Affiliate Name] on behalf of BBSI Tax."

  • Affiliate Responsibility: Affiliates are responsible for maintaining documented proof of consent for all customers contacted through SMS or phone, as required under the TCPA. Failure to do so may result in the forfeiture of Affiliate Fees for non-compliant leads.

Summary: Both parties must adhere to marketing regulations and maintain explicit, documented consent before contacting potential leads via SMS or phone.

9. COUNTERPARTS & ENTIRE AGREEMENT

This Agreement may be executed in counterparts, each of which shall be deemed an original. Together, these counterparts constitute one Agreement. This Agreement represents the entire understanding between the parties and supersedes all prior agreements, whether written or oral.

10. SEVERABILITY AND WAIVER

• Severability: If any provision is deemed invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

• Waiver: Failure to enforce any provision shall not waive the right to enforce it in the future.

11. AMENDMENT OF TERMS. BBSI Tax reserves the right to modify these terms on a prospective basis at any time upon notice to you. Any changes will be effective immediately upon sending such notice. All future AFFILIATE activities, including Commissions, under this Agreement, will be subject to the modified terms.

12. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

13. DISPUTE RESOLUTION

In the event of a dispute arising under this Agreement, the parties agree to first attempt resolution through good-faith negotiations. If the dispute cannot be resolved within 30 days, the parties agree to submit the matter to mediation within an additional 30 days before a mutually agreed-upon mediator in the State of California. The costs of mediation shall be shared equally by both parties. If mediation fails, the dispute may be resolved through binding arbitration under the rules of the American Arbitration Association, with arbitration held in the State of California. The decision of the arbitrator shall be final and enforceable in a court of law.

14. FORCE MAJEURE

Neither party shall be held liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, government restrictions, natural disasters, labor strikes, or disruptions in telecommunications or internet services. The affected party shall notify the other party promptly and make reasonable efforts to resume performance.

DEFINITIONS: For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• Affiliate Customer: Any individual or entity referred by Affiliate to Company who engages Company for services through the Affiliate’s marketing or promotion efforts, provided the referral is properly tracked and verified under the terms of this Agreement.

• Affiliate Fees: The commission earned by Affiliate for successful referrals of Affiliate Customers, as outlined in the Affiliate Fee Structure.

• Initial Fee: The upfront fee paid by an Affiliate Customer for services rendered by the Company.

• Recurring Commissions: Commissions earned by Affiliate on ongoing monthly services (e.g., bookkeeping), subject to the terms in Section 3.

• Referral Link: A unique URL or identifier provided by Company to track Affiliate referrals.

• Tracking Procedure: The Company’s process for recording and verifying Affiliate Customer referrals to ensure accurate payment of Affiliate Fees.

This Agreement may be executed electronically, and such electronic signatures shall be deemed originals for all purposes under the Electronic Signatures in Global and National Commerce Act (ESIGN) and Uniform Electronic Transactions Act (UETA).

By signing below, both parties acknowledge that they have read, understood, and agree to the terms and conditions of this Affiliate Agreement.

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