Affiliate Agreement

Last Updated January 6, 2022

THIS AGREEMENT, by and between Ranking Trainer, a Utah (USA) Limited Liability Company (hereafter “Company”, “RT” or “Ranking Trainer”) and/or its assigns, and the Affiliate named on an Affiliate registration form or purchase of a product which includes Affiliate registration, (hereafter “Affiliate”)


WHEREAS RT is a company engaged in the business of selling online courses and lessons which are delivered through multiple channels including streamed online video, written online content and downloadable content. Such content provides instruction including but not limited to WordPress website design and creation, website hosting, website promotion through SEO, word-of-mouth-marketing and other means, design and production of original graphic assets and video content, and the usage of software applications (hereafter “Modules”, “Plugins” and/or “Add-Ons”). RT’s training also teaches its Members one or more proprietary methods or techniques, developed by RTs founder, which are exclusive to RT and are considered trade secrets subject to certain restrictions herein, and

WHEREAS RT also sells or gives away multiple additional software products, platforms and/or services designed to enhance its Member’s ability to communicate with others and successfully implement skills learned through RTs training, and

WHEREAS RT needs Independent Affiliates to sell its course(s) and other Add-On services and/or products offered through its website, and

WHEREAS Affiliate is a natural person who has attained the age of majority (age 18 or older) or is a legally registered entity within the United States of America or another non-embargoed country, and said Affiliate desires to perform those services as enumerated below,

NOW THEREFORE, in consideration of the mutual covenants, terms, obligations, commission and/or bonus payments made to the Affiliate as contained herein, the receipt and adequacy of which are hereby acknowledged to be sufficient, the Parties hereto agree as follows:

    1. Definition of Terms. The following definition of terms applies to this Agreement.
      1. Compensation Plan: A plan by which Affiliates are organized into a management structure for the purpose of:
        1. Finding customers, students, members or others who pay for RT courses and other items sold by RT,
        2. Persuading such customers to purchase RT’s services and/or products,
        3. Recruiting and training other Affiliates to sell RT’s services, and
        4. Providing a system of rules administered by an online system that tracks and pays Affiliates with Commissions, Bonuses and/or other compensation based upon the results of their efforts.
      2. Freemium: A product or service which is provided free of charge for the user, for which the user is never charged a fee.
      3. Leveraged Freemium Marketing™ (aka “LFM”): A trade name owned by RT which represents a proprietary system of marketing, based on giving away free digital products, platforms or services which includes a mechanism by which LFM users who are registered Affiliates of RT can enhance their efforts through RTs Affiliate platform algorithms.
      4. Affiliate Link: This is a hyperlink assigned to each Affiliate upon registration as an Affiliate through Company’s website. The purpose of this link is to provide a replicated website to which Affiliate sends his/her/its prospective customers and/or Affiliate for the purpose of registering for one or more courses, buying one or more of RTs products/services or registering as an Affiliate. The Affiliate acknowledges that the only way Affiliate can receive credit for sales and be paid commission and/or bonus on such sales is when Affiliate’s prospects use the Affiliate Link to transact business or otherwise register with the Company
      5. Replicated Website: This is the company’s website which is accessed by a visitor using an Affiliate Link. When a website visitor goes to the Company’s website using an Affiliate Link, such website is referred to as a “Replicated Website.” The Affiliate Link inserts special encoding into each website page to ensure that the entire website is related through a database function to the Affiliate and thereby all actions taken by visitors on a Replicated Website are assigned to the Affiliate.
      6. Sponsor: When a person or entity becomes an Affiliate, they must either be recruited by another authorized Affiliate of the Company and registered as having been recruited by such Affiliate through the Company’s website. Such recruiting Affiliate is known as the “Sponsor”. In the event an Affiliate submits an online application through the Company’s website without having been referred by another Affiliate, that Affiliate’s Sponsor is Ranking Trainer or its assign(s).
      7. Member(s): Anyone who registers on the Company’s website by purchasing or subscribing to a paid course or other item through the RT website or registers as an Affiliate of RT without no payment is a “Member.”
      8. Downline: Affiliates are authorized to recruit and Sponsor other Affiliates. Upon doing so, the Affiliate has a responsibility to train and motivate their sponsored Affiliate(s) with respect to all duties required under the Independent Affiliate Agreement. The newly recruited Affiliate also has the right to recruit, train and motivate other Affiliates. All Affiliates thus recruited under the original Affiliate, and Affiliates Sponsored under the newly recruited Affiliate, regardless of how many levels away from the original Affiliate, are known as the Affiliate’s Downline.
      9. Upline: The Upline consists of the Sponsoring Affiliate for each Affiliate, plus all those in the genealogy above the Sponsored Affiliate.
      10. Commission: An amount earned by and/or paid to Affiliates defined as a percentage of fees paid by RT Members together with the requirements needed to qualify for receipt of such payment(s), as defined by the Compensation Plan policies as posted and amended from time to time on the RT website. Affiliate hereby agrees to abide by the Compensation Plan and related policies as updated from time to time on the Company’s website.
      11. Bonus: A payment to the Affiliate defined as a percentage of sales made by Affiliates in the original Affiliate’s Downline. The amount of this payment is further defined by the current Compensation Plan and posted on the RT website.
      12. Affiliate Commission and Bonus: This is the combined amount earned by and/or paid to an Affiliate each time a commissionable product is purchased by a Member.
      13. Major Account: Any Member or other person or entity who either (a) spends $2,500 or more on any single transaction or on multiple transactions over the period of one year exceeds $25,000 in purchases, or (b) is designated to be a “Major Account” by the Company, in the Company’s sole and absolute discretion, is considered to be a Major Account. A customized agreement referred to as an Addendum to either this Agreement or the Company’s then-current Terms of Service published on its official website, may, in the Company’s sole discretion, be executed between the Company and the Major Account Customer.
      14. Commission Value (“CV”): This is the value of any item or service sold by RT, against which the commission or bonus is calculated. The CV can be 100% or any percentage value less than 100% of the selling price.
      15. Integration or Integration of Agreements: The definitions, terms and conditions of any Ranking Trainer Agreement or Addendum, posted on its website, and/or otherwise executed between RT and its Member, Customer or any other Party, when such additional agreement or addendum is identified within that agreement or addendum as being integrated with one or more other RT Agreements between the Company and the Party(ies) to the agreement, are thereby incorporated into the additional Addendum or Agreement by reference, as if fully set forth therein.
      16. Conflict of Terms: The Parties hereto agree that any conflicts between identical or substantially similar definitions, terms and conditions within RT agreements entered into the Company and any other party(ies) are resolved by the terms of this Agreement, which the Parties agree is the controlling Agreement for purposes of Affiliate functions.
    2. Assignment. RT may from time to time assign its duties and responsibilities hereunder to a third-party entity to execute the terms and conditions hereunder. In the event of such assignment, RT agrees to notify Affiliate by posting such notice on the company’s website under its Policies and Procedures, within this online Agreement or elsewhere on its website. From the date of such posting, the Member understands, agrees and acknowledges that all terms and conditions of this Agreement shall inure to such assigned entity and that from the assignment date until further notice to the contrary by RT, the Affiliate’s agreement shall be by and between the Affiliate and such assigned entity. This Agreement may not be assigned by the Affiliate to any other party without the express written consent of RT or its assigns.
    3. Release and Indemnification of Ranking Trainer. In the event of assignment hereunder by RT, all claims with respect to commissions, bonuses, payments of any kind or nature, or controversies of any kind or nature, which may arise under this Agreement, shall be resolved exclusively by and between the Affiliate and RT’s assignee and not between the Affiliate and Ranking Trainer. Neither shall Ranking Trainer be made a party to any such dispute. The Affiliate hereby certifies that, upon assignment hereunder, he/she/it shall have no legally binding agreement with Ranking Trainer and as such, hereby:
      1. Indemnifies Ranking Trainer from any acts and/or omissions of the Affiliate in connection with Ranking Trainer’s business,
      2. Forever releases Ranking Trainer from any claim or liability whatsoever, which Affiliate may assert with respect to any aspect of Ranking Trainer’s business, property or assets, service, performance, act, omission or failure to act, and also
      3. Releases Ranking Trainer from any claim or controversy whatsoever relative to any other issue with respect to Ranking Trainer’s service, its Compensation Plan, sales or any other issue, and
      4. Forever releases Ranking Trainer from any liability whatsoever from any other claim(s) related to any issue between the Affiliate and Ranking Trainer, whether or not such claim or issue is related to Ranking Trainer’s business, whether prior to, during the term of, or subsequent to the execution of and term of this Agreement.
      5. Notwithstanding the foregoing releases of liability by the Affiliate, the Affiliate specifically understands and agrees that he/she/it remains responsible for his/her/its conduct with respect to duties, acts and omissions under this Agreement to both RT and to RT’s assigns.
    4. Responsibilities of the Affiliate. The Affiliate hereby agrees to the following duties, obligations and responsibilities:
      1. The Affiliate will explain RT’s services, products, Customer benefits and Affiliate Compensation Plan thoroughly, without misrepresentation and truthfully answer any questions posed by prospective Members, Customers and Affiliates, making only those claims and representations as are found in writing and posted on RT’s official website. Affiliates shall not engage in actions, speech, writings or any other behavior without limitation that defames the Company, denegrates its services or its mission or in any other many would harm the Company's reputation in any manner whatsoever.
      2. To adhere to all RT company policies, as updated from time to time by RT and posted on RT’s website. The Affiliate hereby agrees that all such policies are hereby integrated into made a part of this Agreement as if fully set forth within this document. The Affiliate further agrees to abide by all modifications, additions or deletions to such policies as they are posted on RT’s website.
      3. To visit RTs website at least once each month during the term of this Agreement for the purpose of staying current with respect to any and all modifications to this Agreement, the Company’s Terms of Service, Policies and Procedures and all information related to any of RTs products and/or services.
      4. To utilize his/her/its best efforts to promote RT’s services to others and enroll sufficient Members, Customers and Affiliates to enable Affiliate to meet Affiliate’s minimum requirements according to current RT policy to qualify for commissions and/or bonuses.
      5. To adhere to all federal, state and local laws and regulations with regard to self-employment, working from home, business opportunities and any other laws and/or regulations in Affiliate’s home jurisdiction pertaining to Affiliate’s business activities under this Agreement.
    5. Responsibilities of RT. RT hereby agrees to the following duties, obligations and responsibilities:
      1. To use the company’s official website for the benefit of the Affiliate and the Affiliate’s referrals and prospects. Such website can be used for the recruitment of Students, Members, Customers and/or other Affiliates. Such website shall also have one or more password-protected areas for the use of the Affiliate in promoting Ranking Trainer products and/or services. RT shall provide a replicated website for the Affiliate without any cost or fees whatsoever to the Affiliate for Affiliate’s use in promoting and selling RT’s services and for recruiting other Affiliates.
      2. To provide training and sales materials via the Ranking Trainer website and/or through other electronic means, plus telephone or video call conference meetings from time to time, at no charge to the Affiliate. RT warrants that such free materials and training will be sufficient to assist the Affiliate in performing his/her/its duties hereunder. RT reserves the right to charge a fee for training materials and/or meetings which, in RT’s sole and exclusive discretion, may be required to meet its business needs.
      3. To pay bonuses and commissions on a timely basis, in accordance with the then-current Ranking Trainer policies posted on the Company’s website in the section defining the Compensation Plan, and to provide timely reports of downlines, sales and other activity relative to the Affiliate’s duties hereunder.
      4. To provide one or more money transfer services to deliver payment to Affiliate and to notify Affiliate which method(s) are used by the Company to deliver payments to Affiliate. Such payment methods may include but are not limited to PayPal, a Visa or MasterCard debit card issued by Company to Affiliate, a company check issued and mailed to Affiliate (only available to Affiliates residing in the USA) and/or other methods which may be available from time to time as listed in the Policies and Procedures on the Company website. Affiliate hereby agrees it is Affiliate’s responsibility to pay the cost of money transfer which includes reimbursement for the money transfer fee plus labor and/or other expense of transferring funds for commissions and/or bonuses earned by Affiliate. The Company is authorized to withhold such money transfer expense from Affiliate earnings before transferring payment to Affiliate.
      5. To enforce Ranking Trainer policies with respect to sales and marketing and to cause such policies to be posted with adequate modifications from time to time on the Ranking Trainer website. The Parties hereto acknowledge that RT’s sole responsibility with respect to notification of policies and policy changes is to ensure such details are posted on Ranking Trainer’s official website.
      6. To facilitate and provide all such other services as may be needed by RT’s students or other customers including but not limited to providing all training and Add-On services as advertised and promoted by RT.
    6. Qualification to Earn Commissions and Bonuses. Affiliate understands and agrees that he or she must be 18 years old or older to become an Affiliate of Ranking Trainer, earn income and receive payment. If Affiliate is a legally registered entity, the natural person representing the entity certifies by signing or otherwise agreeing to the terms of this document, logging into Affiliate’s account or doing business with RT that he or she is age 18 or older and is authorized to execute documents on behalf of the entity and enter into legally binding agreements, including but not limited to this Affiliate Agreement. Affiliate is not required to purchase any product or service whatsoever as a requirement to register as an Affiliate or as a qualification to earn and be paid commissions and/or bonuses. Prior to payment of any commissions and/or bonuses, Affiliate is required to provide one or more documents as defined in the Policies and Procedures including but not limited to a government issued I.D. card, a document proving the home address of Affiliate and/or other documents as may be required by Company. The Parties understand and agree that Commissions and Bonuses are paid in exchange for the Affiliate’s sales as registered through the Affiliate Link assigned at the time of Affiliate’s initial registration and that the amount earned on such Commission/Bonuses are not impacted by payments made by Affiliate, if any, as a Student or Customer of RT. Purchases made by Affiliate as a Customer of RT are voluntary and are not required by the Compensation Plan.
    7. E-Signing, Written Agreements and Updates to Agreements. The Parties hereto agree that electronic signatures between the Parties are as valid and legally binding as any paper document which may be executed with original signatures of the Party. The Parties agree that no verbal agreements between them are recognized or valid and that all agreements between the Parties must be in writing and signed either as a paper document or as an agreement with electronic signatures. The Parties further agree that it is the Affiliate’s responsibility to regularly visit the RT website and review agreements and any updated revisions to all such Agreements. The Affiliate specifically agrees that any use of the Company’s website, login to the Affiliate’s back office or account, login to any Member area or educational course provided by the Company indicates Affiliate’s agreement to the then-current version of this and all other agreements between the Parties as posted and updated from time to time on the RT website. Electronic Signatures, also known as e-signatures, e-sign or e-signing, include but are not limited to
      1. Clicking or tapping on a button within a form on the Company’s website with words such as “Submit”, “I Agree” or similar indications of intentionally providing information to and/or registering with the Company,
      2. Utilizing a 3rd Party e-signing service or platform to execute documents between the Parties,
      3. Utilizing and/or visiting the Company’s website,
      4. Logging into any part of the Company’s website, or
      5. Any other legally recognized form of e-signing between the Parties.
    8. Authorization To Call Affiliate and Deliver Pre-Recorded Messages. The Affiliate hereby specifically directs, requests and authorizes Ranking Trainer and/or RT to use its Automated Dialing and Announcing Devices (hereafter “ADAD;s”) to call the Affiliate’s telephone number provided under the Affiliate’s Ranking Trainer profile from time to time and deliver pre-recorded messages to the Affiliate, and to deliver SMS (short message service) text messages to Affiliate’s cell phone number as registered in Affiliate’s account profile. Additionally, the Affiliate authorizes and requests RT to deliver offers and messages to its Customers and/or its other Affiliates or from RT directly to the Affiliate’s e-mail address and/or postal mail address from time to time which, in RT’s sole discretion, are necessary to further the business purposes of RT. The Affiliate specifically authorizes and requests all his/her/its Upline Affiliates to place ADAD calls to him/her/it from time to time. The Affiliate further specifically authorizes and requests that calls from ADAD’s are authorized to be made during the entire term of this Agreement.
    9. Policies and Procedures. The Affiliate hereby agrees to abide by all Policies and Procedures posted on the Company’s website together with any and all amendments, updates or edits or changes thereto. The Affiliate specifically agrees to the following two policies:
      1. Stacking is a Prohibited Practice: Stacking is the process whereby one Affiliate sponsors one or more other Affiliates in a straight line below him/her/it which results in receiving all or any portion of commissions or bonuses earned by the stacked Affiliate’s commission that should rightfully flow upline. Stacking includes entering an Affiliate record that is either a duplicate of the Affiliate’s account or a straw man (i.e. fake or fictitious) entry, or a contact of Affiliate working in collusion with Affiliate to accomplish the Stacking purpose. By Stacking, the original Affiliate who started the “stack” may become eligible to receive bonuses from those “stacked” between the originating Affiliate and any new Affiliates sponsored under the last level of the “stack.” Thus, no arms-length transaction exists between the originating Affiliate and the Affiliate(s) that are “stacked” between the original and the new non-related Affiliate who registers under the last stacked Affiliate. This process is known as an unethical practice and constitutes a material breach of contract which can result in immediate termination with or without notice or other action against the Affiliate(s) engaging in such practices. Stacking is considered harmful and detrimental to the integrity of the Compensation Plan because it has the effect of depriving upline Affiliates as well as the Company of Commissions and/or Bonuses or profits which have been rightfully earned, but are then received by the “stacking” Affiliate as a result of the stacking. The basic rule of thumb in stacking is this: If a downline Affiliate (whether entity or human) is referred/sponsored from an arms-length, bona fide recruitment effort and that recruited Affiliate fully intends to provide services to the Company under the terms of this Agreement and further makes material effort to provide such services, the registration of such Affiliate(s) is allowable. However, if the purpose and result of the sponsorship is to capture additional commission or bonus for the sponsoring Affiliate from Affiliates who essentially take no active role in selling and/or recruiting, and those Affiliates in any manner provide payments or any other remuneration to the sponsoring Affiliate who violates this anti-stacking provision, this practice is known as stacking and deprives the upline and/or Company of their rightful earnings. Affiliate hereby agrees if he/she/it engages in this practice, this Agreement may be immediately terminated with or without notice and all earnings previously paid as a result of such stacking behavior shall be returned to the Company.
      2. Commission Sharing: When the Company or an Affiliate substantially helps another Affiliate close a sale and/or collect payment, the assisting Affiliate (or company) is entitled to either 50% or 80% or more of the commission, as determined on a case-by-case basis by the Company. Upline bonuses are not affected by commission sharing unless the customer is declared to be a “Major Account” by the Company. If the Company, an Affiliate or any other authorized entity closes a sale to a Customer on behalf of another Affiliate, the Company or Affiliate who closes the sale is entitled to share up to 80% or more of the commission in the event the existing Affiliate’s Sponsor, lead assignee or referring Affiliate contact does not participate in the presentation or sale. The other 20% will be paid to the Sponsor, lead, assignee or referring Affiliate. Upline bonuses are not affected by such commission sharing unless the Company modifies the Bonus structure for its own purposes. If an Affiliate requires assistance from another Affiliate and the requesting Affiliate participates in the sales effort, the assisting Affiliate is entitled to share half of the Commission. Commission sharing is authorized on a case-by-case basis by the Company. The Affiliate who wishes to share in a Commission must contact the Company and provide written authorization from the Affiliate with whom the Commission is shared prior to the time a shared Commission is paid by the Company.
    10. Identification Documents and Tax Identification Number. For all Affiliates residing in the United States of America (“USA”) or any of its territories, the Affiliate understands and agrees that he/she/it must supply RT with a valid Social Security Number or Federal Employer Identification Number (“E.I.N.”), and/or other identification documents before any earnings are paid. For all Affiliates who do not reside in the USA, no such identification numbers are required, but such non-USA residents shall be required to provide a copy of their government-issued photo identification card and one or more additional items of identification, such as utility bills which show the Affiliate’s name and home address, prior to receiving payment on any earnings.
    11. Termination. This Agreement may be terminated at any time by the Affiliate with or without cause by (a) Delivering written notice of such termination to RT, or (b) by following the cancellation procedure on RT’s website. RT may cancel this Agreement with the Affiliate at any time for breach of any term of this Agreement by delivering written notice of such cancellation to the Affiliate, which notice shall include the term(s) of this agreement which have been breached by the Affiliate. Any amounts owing from one party to the other shall survive such termination until satisfied in full, except in the event of Affiliate breach of Agreement. Bonus and/or Commission payments due to the Affiliate at the time of termination shall be paid by RT in the absence of breach, less any offsets or withholding due to RT. Bonus and/or Commission payments shall immediately cease accruing to the Affiliate’s account upon RT delivering a Notice of Termination to the Affiliate at the Affiliate’s last known email or postal mail address.
    12. Indemnity and Hold Harmless. The Affiliate agrees to defend, indemnify and hold harmless RT from any and all claims or controversies arising from Affiliate’s actions hereunder, including attorney’s fees, and further agrees to defend RT from any and all adverse actions against it resulting from Affiliate’s actions under this Agreement, by paying all the costs and/or expenses of litigation, arbitration and/or any other cost or expense required to defend RT under such circumstances.
    13. Trade Secrets. Affiliate acknowledges and agrees that RT has developed some of its own unique platforms, software, tactics, business methods and techniques with respect to digital marketing. Some of this information is provided in the public domain on its website, in documents and in other areas. One such method with platform and software is known as Leveraged Freemium Marketing™ also known as LFM™, which Affiliate hereby acknowledges is RT’s intellectual property. Other Trade Secret information is disclosed within RT’s paid courses, lessons and other training material. Affiliate also acknowledges that one aspect of LFM™ is proprietary software which the Company either has or will disclose to the public as either a Provisional Patent (i.e. “patent pending”) or full patent when such patent has been fully granted. All the foregoing information is a part of the Company’s Intellectual Property which Affiliate hereby agrees to protect with confidentiality, non-disclosure and non-circumvention.
    14. Confidentiality, Non-Disclosure and Non-Circumvention. All Trade Secrets of the Company shall be held as confidential information by the Affiliate. Affiliate agrees to not disclose such information to others without the express written consent of the Company. Affiliate further agrees not to circumvent the company by working with 3rd parties to execute any of Company’s Trade Secrets whether or not Affiliate derives benefit from such circumvention.
    15. Restricted Areas of Website are Confidential. Affiliate understands and agrees that all areas of Company’s website which are restricted from public view are deemed to contain Trade Secrets and are therefore treated as Confidential and therefore subject to the restrictive covenants of Non-Disclosure and Non-Circumvention herein.
    16. Reverse Engineering of Software, Business Processes and Intellectual Property. Affiliate hereby agrees to protect Company’s intellectual property and not to share its private information, either publicly or privately. The Affiliate acknowledges that the Company has developed its own proprietary methods of conducting Search Engine Analysis, its own nomenclature, its own patented and patentable software and systems, its own business processes and utilizes some techniques and methods that are unique to RT and are not generally known within the digital marketing and website design industries. The Affiliate agrees to not disclose the Company’s trade secrets without the express written consent of the Company unless such information appears in a non-restricted public area of the Company’s website. The Affiliate hereby agrees that material breach of this Agreement include but are not limited to the following and may subject Affiliate to immediate termination and/or forfeiture of future or past earnings and additional liability to the Company:
      1. Disclosure of any of RT’s Trade Secrets and/or Confidential Information without the express written consent of the Company. Affiliate acknowledges that Confidential Information includes all information restricted from public view and only available to Affiliates, Students and/or Members after logging into their account.
      2. Teaching or otherwise disclosing any of RT’s proprietary methods which are not disclosed in the public arena or in the public area of Company’s website, with or without compensation for teaching such information to others.
      3. Reverse-engineering any of RT’s proprietary and/or patented software.
      4. Circumventing or attempting to circumvent any of RT’s business processes or methods.
      5. Making income claims, guarantees or projections to Affiliates or prospective Affiliates, Students or Members which are not supported by factual information and disclosed on Company’s public facing website.
      6. Misrepresenting any of Company’s services, courses, training or materials and making claims which are not found on Company’s website or within Company’s official documents and other materials or videos.
    17. Arbitration. Any dispute arising between the Affiliate and RT and/or RT shall be resolved in Salt Lake City, Utah, USA by binding arbitration pursuant to the then current Commercial Rules of the American Arbitration Association. The Affiliate agrees to abide by such rules pertaining to the selection of arbitrators. Arbitrators have no right to change this Agreement. The Affiliate agrees that any decision rendered in arbitration shall be filed and adopted by any court having proper jurisdiction.
    18. Choice of Law, Venue and Effect of Partial Validity. This Agreement shall be governed exclusively by Utah State law and USA Federal law governing the Utah Federal Courts, without regard to conflict of law provisions. Any legal or equitable action concerning this Agreement, or the relationship created by it shall be initiated only in Tooele County, State of Utah, USA. If a court of competent jurisdiction finds any portion of this Agreement invalid or unenforceable, the remaining provisions and portions hereof shall not be affected.
    19. Termination of Agreement between Ranking Trainer and/or its Assignee, If Any. The Affiliate understands that the Agreement between the Affiliate and RT and/or its Assignee (if any) is subject to termination according to the terms of the Agreement between RT and its Assignee. In the event of such termination, Ranking Trainer shall resume control of this Agreement and hereby agrees to honor all the terms and conditions of this Agreement with the Affiliate. In the event of such termination of agreement between RT and its assignee, either RT or its assignee shall notify the Affiliate in writing of such termination by posting such notice on RT’s website in the Policies and Procedures section. The Affiliate acknowledges and agrees that such website posting shall be sufficient notice to satisfy the Affiliate of such notice of termination between RT and its assignee. Subsequent to the termination of an agreement between RT and its assignee, this Agreement may be assigned by RT to another entity for the purpose of managing sales and marketing in substantially the same manner as performed by RT’s previous assignee, in Ranking Trainer’s sole and exclusive discretion. Any change in the terms and conditions of this Agreement at the time of such re-assignment of the marketing agreement between RT and its Assignee shall be noted in the policies and procedures on the official RT website. The Affiliate agrees to be bound by all terms and conditions of this Agreement whether the agreement remains with RT or is assigned by RT to an entity for management of sales and marketing.
    20. Relationship of the Parties. Affiliate is an Independent Contractor providing services in exchange for compensation and is not an employee, agent or broker of, partner or joint venture, of or with Company. Company does not control Affiliates time, provide Affiliate’s equipment, devices, communications methods, software, hardware, physical facilities, provide supplies or any other item or aspect of Affiliate’s business which Affiliate uses to meet its obligations under this Agreement. The Parties deal with each other under an arms-length and independent business relationship.
      1. No Withholding: Consistent with the foregoing, neither U.S. Federal, State, nor local income tax, nor payroll tax of any kind shall be withheld or paid by RT on behalf of the Affiliate or on behalf of the employees of the Affiliate, unless the Parties enter into an explicit, written contract requiring the withholding of payroll taxes on behalf of the Affiliate or on behalf of the employees of the Affiliate. The Parties do not contemplate entering into any such contract.
      2. Affiliate Is not an employee of RT: The Affiliate shall not for U.S. Federal, State or local tax purposes be treated as an employee of RT for any purpose whatsoever, unless the Parties enter into an explicit, written employment contract requiring such treatment. The Parties do not contemplate entering into any such contract.
    21. All Business and Transactions Herein Conducted in USA. All business conducted by and between Affiliate and/or Affiliate’s customer(s) and Company shall be done online through RT’s website(s) which are physically located within the boundaries of the United States of America. The Affiliate understands and agrees that RT is conducting its business within the USA and is therefore only subject to the laws of appropriate State and USA Federal statutes and common law. RT does not conduct its business in non-USA countries, but rather provides its digital products and services worldwide from USA-based facilities, with the exception of some outsourced services such as customer support which may be conducted outside the USA. RT’s customers, Members and Affiliates do business with and purchase goods and services from RT, and access free and paid platforms owned and operated by Company within and from the USA by logging into RT’s servers and accessing websites which are physically located within the boundaries of the United States of America. Therefore, this Agreement and all transactions and covenants contained herein are governed by and construed by state, local and federal laws and regulations of the USA.
    22. Reimbursement. Should the IRS or other taxing authority determine, find or order that an employer/employee relationship exists, any deemed employee thereunder shall be responsible for, pay and hold harmless RT for said deemed employee’s share of all taxes, withholding, Social Security, etc. normally paid for by the employee.
    23. Authorization To Withhold. RT is specifically entitled to offset and/or withhold from compensation to the Affiliate any amounts, such as money transfer fees and expenses, and other expenses which are or may become due to it during or subsequent to the term of this Agreement, prior to delivering any such payment to the Affiliate.
    24. Non-Waiver. The failure of either party to exercise any of its rights under this Agreement for breach thereof shall not be deemed to be a waiver of such rights or a waiver of the right to enforce such rights upon any subsequent breach.
    25. Effect of Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall remain in full force and effect.
    26. Headings. The titles to the paragraphs in this Agreement are solely for the convenience of the parties and shall not affect in any way the meaning or interpretation of this Agreement.
    27. Entire Agreement. This Agreement, together with those Policies and Procedures incorporated into it via RT’s website by reference thereto elsewhere in this Agreement, contains the complete agreement between the parties and shall supersede all prior agreements between the Parties hereto, whether oral or written. The Parties represent and stipulate that neither of them has made any representations except as are specifically set forth in this Agreement and each of the Parties acknowledges that they have relied upon their own judgment and independent investigation in entering into this Agreement. Any modification of this Agreement shall be in writing, executed by each Party.
    28. Attorney’s Fees, Court Costs and Litigation Expenses: Upon the entering of judgment of one party against the other, the prevailing party shall be entitled to recover all court costs, attorneys’ fees and other expenses of arbitration and/or litigation.

IN WITNESS WHEREOF, the parties hereto agree, effective as of the date this Agreement is submitted, accepted and/or acknowledged through Ranking Trainer’s official website.

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