By executing this Affiliate Application & Agreement (“Agreement”), you apply for legal authorization to become an Taloscodes business owner and enter into a contract with Taloscodes, Inc., hereinafter “Company.” You acknowledge that prior to signing you have received, read and understood the Company Income Disclaimer Statement, that you have read and understood the Company Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on the company website, and that you have read and agree to all terms set forth in this Agreement. Company reserves the right to reject any application for any reason within thirty (30) days of receipt.
The term of this Agreement is one year (subject to renewal, prior cancellation, and/or disqualification as provided in the Policies and Procedures). If you fail to annually renew your business, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as an Affiliate. You shall not be eligible to sell Company services nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. Company reserves the right to terminate all Affiliate Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via direct selling channels. Affiliates may cancel this Agreement at any time, and for any reason, upon written notice to Company at its principal business address. Company may cancel this Agreement for any reason upon written notice to the Affiliate. Company may also take actions short of termination of the Agreement, if the Affiliate breaches any of its provisions.
You agree this authorization does not make you an employee, agent, or legal representative of the Company or your Sponsoring Affiliate. As a self-employed independent contractor, you will be operating your own independent business, buying and selling services available through the Company on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
You agree when presenting the Company Compensation Plan to present it in its entirety as outlined in official Company materials, emphasizing that sales to end consumers are required to receive compensation in the form of bonuses on downline volume. In presenting the plan to prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by the Company. You agree to instruct all prospective Affiliates to review the Company Income Disclaimer Statement.
You agree to make no representations or claims about any services beyond those shown in official Company literature. You further agree to sell services available through the Company only in authorized territories. No claims (which include personal testimonials) as to the guarantee of income or market success may be stated, except those stated in official Company literature and website.
You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by Company, 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 Company business including, without limitation, Affiliate lists, sponsorship trees, and all Company Affiliate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Company, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with Company, Company 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 service developments, and Affiliate sales, earnings and other financial reports to facilitate your business.
In accordance with the Policies and Procedures, you agree that during the period while you are an Affiliate, and for one (1) calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Taloscodes Affiliates to compete with the business of Taloscodes, Inc.
You agree to permit Company 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 the Company for any lawful purpose, and without compensation.
With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in the Policies and Procedures.
The formation, construction, interpretation, and enforceability of your contract with Company as set forth in this Affiliate Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Wyoming without regard to conflict of law provisions. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Taloscodes, Inc. with jurisdiction and venue as provided by Louisiana law.
All disputes and claims relating to Company, its services, the rights and obligations of an Affiliate and Company, or any other claims or causes of action relating to the performance of either an Affiliate or Company under the Agreement or the Company Policies and Procedures shall be settled totally and finally by mediation and arbitration as enumerated in the Policies and Procedures in the city of Laramie, Wyoming, or such other location as Company prescribed, 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. Additionally, you agree not to initiate or participate in any class action proceeding against the Company, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Company 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.
If an Affiliate wishes to bring an action against Company for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Affiliate waives all claims that any other statutes of limitations apply.
Company offers a seven-day, satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. The nature of the service and the immediacy of the benefits make any possibility for a longer refund period commercially impractical. For more information, please refer to the Policies and Procedures.
Each Taloscodes subscription has a 48 hour billing grace period. Access will continue during these 48 hours unless payment is not updated before the end of the 48 hour period. If billing information is not updated and the order is not processed within the 48 hours, then the subscription will be cancelled and the access rescinded.
If an account has had no valid subscription payments for a period of 6 months, the account will be considered terminated. To reorder they will need to submit another order and pay the lifetime access fee to the Taloscodes Academy.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Company and supersedes any prior agreements, understandings and obligations between you and Company concerning the subject matter of your contract with Company.
Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.
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