Blue Chip Partner™ License Agreement Terms

 

By applying to become a Blue Chip Partner™ ("Application"), you acknowledge and agree that your submission constitutes your unconditional acceptance of and agreement to be legally bound by the terms and conditions of this Blue Chip Partner™ License Agreement ("Agreement"). This Agreement governs your rights and obligations as a Blue Chip Partner™, and our acceptance of your Application is expressly conditioned upon your full acceptance of these terms. If you disagree with these terms, you may not proceed with the Application process or engage in any activities as a Blue Chip Partner.™

 

This Agreement contains the complete Terms and Conditions that apply to an individual’s or entity’s participation in the Commonwealth Capital Blue Chip Partner Program™ as a Blue Chip Associate™ or Blue Chip Alliance™, ("Blue Chip Partner" or "Partner"). 

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Preliminary Statements

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WHEREAS, Commonwealth Capital LLC ("Commonwealth" or "Company") wishes to engage the services of the Partner under the terms and conditions and for the consideration hereinafter specified and

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WHEREAS, the Partner desires to provide services to Commonwealth following such terms and conditions and for such consideration;

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NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants, and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, desiring to be legally bound,  agree as follows:

 

Statement of Agreement

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Upon completing and electronically submitting an application to become a Partner in the Company's Blue Chip Partner Program, the applicant hereby agrees to be legally bound by the Terms and Conditions of this Agreement. The Company agrees to engage the applicant's services as a Partner and, in turn, to provide services to the Partner, commencing upon the successful electronic submission of the application via the Company's website. This engagement is contingent upon the acceptance of the application by the Company and is governed by the terms and conditions stipulated in this Agreement. The applicant's act of submitting the application constitutes an affirmative acceptance of all terms and conditions, which form a legally binding contract between the applicant (now referred to as the "Partner") and the Company.

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Terminology

This Agreement, herein referred to as the "Partner Agreement," is established under the Blue Chip Partner Program™ by Commonwealth Capital, hereafter referred to as "the Company." For the purposes of this Agreement, the term "Partner" applies to the Applicant, also known as the "Program Applicant," "Program Agent," "Agent," "You," "Your," or "Yourself." The designation of "Partner" herein is used solely to identify participants within the Blue Chip Partner Program™. It does not imply or establish any form of legal partnership, joint venture, agency, or employment relationship with the Company or any of its subsidiaries. It is explicitly understood that the use of the term "Partner" in this Agreement or any associated communications is a terminological choice specific to the Program and does not confer or imply any legal status of an officer, director, shareholder, or owner in Commonwealth Capital or any of its subsidiaries. The term is strictly a functional label used within the context of the Blue Chip Partner Program™ to describe participants involved in the marketing, sale or professional services of the Company’s products, including but not limited to the Blue Chip Program™ and other related services or products offered through the Company’s Site. Furthermore, all parties acknowledge that the relationship defined by this Agreement is limited to the scope of the Program and governed solely by the terms set forth herein. No "Partner" shall have the authority to bind the Company legally or financially or to represent themselves as an agent or representative of the Company in any legal or business transactions. The use of the term "Partner" should not be construed as creating any rights, privileges, or liabilities beyond those explicitly outlined in this Agreement or granted by the express written consent of the Company. By entering into this Agreement, each "Partner" agrees to comply with all stipulated terms and conditions and acknowledges that their role within the Program is confined to the activities and responsibilities specified herein. This clear delineation ensures both clarity and legal integrity in the relationship between the Company and each Program participant. The terms and conditions set forth in this Agreement collectively constitute the "License," which grants the Partner the right to operate as a Blue Chip Partner within the confines of the Blue Chip Partner Program, adhering strictly to the operational guidelines and limitations defined by the Company. This License is specifically structured to facilitate the regulated participation of Partners in the program, emphasizing compliance, ethical conduct, and the strategic objectives of the Blue Chip Partner Program.

Term of Agreement

The term of this Agreement shall commence upon the Partner's acceptance of this Partner Agreement and the submission and subsequent acceptance by the Company of the Partner's application to join the Partner Program. This Agreement shall remain in effect until terminated by either the Partner or the Company in accordance with the terms set forth herein. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination. Such termination shall become effective 30 calendar days after the receipt of the notice of termination by the other party. Notwithstanding the above, any material breach of this Agreement by either party shall result in immediate termination effective on the date of the occurrence of the material breach. This termination clause is designed to provide clear and unambiguous terms for the cessation of the agreement, ensuring both parties are aware of the conditions under which the relationship can be dissolved, either through a standard notice period or immediate effect in the case of material breach, thereby minimizing potential disputes or legal challenges related to termination conditions.

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Advertising and Promotion

Partner is prohibited from advertising or promoting the Company, its products, or services without obtaining prior written authorization from the Company for the specific materials intended for use. Additionally, advertising or promotion must not be conducted through any illegal or unethical means. The Company retains exclusive authority to dictate the size, composition, and messaging of all promotional and advertising content. The Company also reserves the right to determine what constitutes an unauthorized method of advertisement or promotion. Should a Partner engage in unauthorized advertising or promotional activities, the Company will issue a written "notice to correct" to the Partner. The Partner will then have fifteen (15) days to amend the unauthorized method of advertisement or promotion to the satisfaction of the Company. Failure to make the required corrections within this timeframe will constitute a material breach and result in immediate termination of the Partner’s agreement,  the forfeiture of all unpaid commissions and any stock awards. Examples of unauthorized and prohibited advertising or promotional methods include, but are not limited to, the following:

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• Spamming or the use of unsolicited email and other forms of mass messaging.

• False Representation: Promoting products or services in a misleading or deceptive manner.

• Inappropriate Content: Utilizing platforms or media that promote hate speech, adult content, violence, or other obscene material.

• Discriminatory Practices: Advertising that promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.

• Illegal Activities: Promotion that encourages illegal activities or incorporates illegal content.

• Infringement of Rights: Violating or encouraging the violation of intellectual property rights.

• Misuse of Company Branding: Unauthorized use of the Company’s logos, trademarks, or other branding elements.

• Negative Comparison: Denigrating or defaming competitors inappropriately in promotional materials.

• Unapproved Partnerships: Implying partnerships or endorsements with other brands or entities without explicit permission.

• Manipulative Advertising: Utilizing advertising techniques or platforms that manipulate user behavior in unethical ways.

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Each of these examples represents a breach of the terms of the Agreement and could lead to serious repercussions, including termination of partnership and loss of financial benefits. The Company’s aim is to maintain high standards of integrity and ethics in all advertising and promotional activities associated with its brand.

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Compensation, Protocols & Limitations

• Blue Chip Associate™ Partner License.

  • Direct Cash Compensation. All Blue Chip Partners shall receive Cash Commissions amounting to ten percent (10%) of the gross revenue received by Commonwealth from the direct sales of Blue Chip Technology Services™ to End Users referred by the Partner to the Company.

  • Direct Equity Compensation. All Blue Chip Partners are entitled to Equity Commissions equivalent to ten percent (10%) of the common equity initially received from each portfolio company referred by the Partner that enters the Commonwealth Capital Income Fund-I (CCIF-I) as part of the Blue Chip Technology Services. The equity ownership of Partners concerning referred portfolio companies may be documented through physical certificates, book entries on the issuer’s accounting and stock records, or via blockchain applications, tokens, or other legally recognized identifiers.

  • Due Diligence Protocols. Every candidate considered for the position of Partner must successfully complete a rigorous due diligence protocol, which the Company internally governs to ensure compliance and suitability.

• Additional Benefit of Blue Chip Associate™ Partners. ​

  • Indirect Cash Compensation. Although not obligatory, all Partners have the opportunity to become "supervising" Partners by completing the Financial Architect System™ Professional Course. Upon doing so, they are eligible to receive supervisory Cash Commissions of 2.5% on the gross revenue received by Commonwealth from the indirect sales of Blue Chip Program™ services by End Users referred by the supervised Partners. 

• Limitations.​

  • Limited Licenses. The availability of the Blue Chip Associate™ Partner License is capped at 35 licenses. These are issued on a first-come, first-served basis. 

  • Inactivity Sunset Clause. Blue Chip Partners have a Performance Minimum of three (3) deals annually. Should a Partner fail to generate this amount of paid activity concerning the Blue Chip Program™ within a consecutive twelve-month period, their Blue Chip Partner™ License will automatically expire according to the inactivity sunset clause.

 

Payments to Blue Chip Associate™ Partners 

Commissions owed to Partners will be paid exclusively through electronic transfer to a designated U.S. bank account provided by the Partner. The calculation of commission payments will occur within ten (10) business days following the end of each calendar month and will be based solely on the actual cash payments received from referred clients during that specific month. In circumstances where commissions remain unpaid due to delayed or partial payments by clients, such outstanding commissions will not be aggregated and paid out in a lump sum. Instead, commission payments will adhere strictly to the original payment schedule agreed upon by the client under their specific payment plan. Consequently, any accrued but unpaid commissions will be disbursed incrementally, according to the established monthly schedule, and will align with the receipt of payments from the client. This structured payment process is designed to ensure that Partners receive their commissions in a timely and systematic manner, contingent directly upon the fulfillment of payment obligations by the referred clients. It is the responsibility of each Partner to understand and accept that commission payments are dependent on the actual cash flow from clients and are subject to the terms of the client's payment arrangement with the Company. Partners are encouraged to maintain accurate and up-to-date bank account information to facilitate uninterrupted commission payments. Any issues arising from incorrect or outdated bank details provided by the Partner will not be the responsibility of the Company. Partners must acknowledge and agree to these terms upon entering into the partnership agreement, thus ensuring clarity and preventing any disputes regarding the timing and method of commission payments.​​

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Pricing Policy

Clients who purchase the Blue Chip Program™ under this Agreement will be classified as "End Users" of the Company. As such, all Company rules, policies, and operating procedures relating to customer orders, customer service, and sales will apply to these End Users. The Company reserves the right to modify its policies and operating procedures at any time, at its sole discretion. Specifically, the Company retains the authority to set prices for the services offered under this Program in accordance with its established pricing policies. It should be noted that prices and availability of services may fluctuate and vary from time to time based on market conditions and other relevant factors. This provision ensures that the Company maintains comprehensive control over its operational standards and pricing mechanisms, while clearly communicating to clients the potential for changes that may affect their service experience or financial commitments.

 

Identifying Yourself as a Blue Chip Partner™ 

You may not issue any press release with respect to this Agreement or your participation in the Program without prior written permission from the Company; such action may result in your termination from the Program. We may make available to you a small graphic image that identifies your site as a Program participant. You may display these logos, banner advertisement or informational graphics and or any links we may provide for your site specifically to link potential End Users to our website(s). 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 expressed 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 the Company supports, sponsors, endorses, or contributes money to any charity or other cause).

 

Limited Image Asset License

We grant you a non-exclusive, revocable right to use the graphic image and text or images for which we grant expressed permission, solely for the purpose of identifying your site as a Blue Chip Partner™ and to assist in generating sales of our Blue Chip Program™. You may not modify the graphic image or text, or any other of our images, in any way, other than to resize for application use. 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 these Limited Image Asset License Guidelines, as these guidelines may change from time to time. Termination of this agreement by either Party shall revoke your Limited Image Asset License, as well.

 

Responsibility for your Site and Materials

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on or external to your site in the use of our Content. For example, regarding your site, you will be solely responsible for, but not necessarily limited to:

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• The technical operation of your site and all related equipment;

• Ensuring that materials posted on your site or materials external to your site using the Content 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 or external to your site using the Content are not libelous or otherwise illegal; and

• Ensuring that your site or materials external to your site using the Content accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

 

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 or materials external to your site using our Content.

 

Mutual Non-Circumvent and Non-Disclosure

The Partner and the Company mutually acknowledge that in the conduct of their business, they will have access to each other's confidential and proprietary information, including but not limited to the identity, address, telephone numbers, client details, agents, brokers, buyers, sellers, financiers, investors, consultants, experts, bank accounts, transaction codes, software codes, capital sources, participating investment and commercial banks, entities, instructional manuals, E-books, policies and procedural manuals, training manuals, terms of use and privacy statements, document production templates, links to informational sources, and additional intellectual property (collectively referred to as "Confidential Information"). This Confidential Information, acquired through substantial investments of time, effort, and resources, shall remain the exclusive property of its respective owner. Both the Partner and the Company commit to maintaining the strictest confidentiality regarding each other’s business sources, trade secrets, and their affiliates' Confidential Information, as well as the nature, manner, and forms of their respective business dealings. Each party agrees to not disclose any Confidential Information to any third parties for an indefinite period, and further agrees not to circumvent or attempt to circumvent the other party or any sources involved in any of the transactions facilitated between them. Any act of circumvention shall be deemed a perpetual and ongoing breach of this agreement, rendering the offending party liable for compensatory and punitive damages to the non-offending party. In the event of a breach of this agreement, the defaulting party shall be obligated to compensate the non-defaulting party for: (A) non-circumvention damages, where applicable; (B) all loss and/or damage sustained as a result of the breach; (C) all expenses incurred in enforcing any legal remedies and/or rights arising from this agreement; and (D) a reasonable sum for attorneys’ expenses and attorneys’ fees. This agreement extends to all forms of Confidential Information, including those not explicitly identified as such by the disclosing party, where unauthorized disclosure could be detrimental to the interests of the disclosing party. This agreement establishes perpetual and binding obligations of non-disclosure and non-circumvention to protect all Confidential Information, effectively safeguarding the proprietary details and business operations of both parties indefinitely with full legal enforceability.

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Reasonable Restraint

The Partner hereby acknowledges that the restrictions set forth in the Mutual Non-Circumvent and Non-Disclosure section of this Agreement are reasonable limitations on the Partner's actions and are necessary to protect the legitimate business interests of the Company. The Partner further recognizes that any breach of these provisions could result in substantial and irreparable harm to the Company, the extent of which may be difficult to ascertain. Consequently, in the event of such a breach, in addition to any other remedies that may be available at law or in equity, the Company shall be entitled to seek injunctive relief from any court of competent jurisdiction to prevent the continuation of such breach. This injunctive relief shall be sought without the necessity of posting a bond or other security.

 

Independent Contractor

The Partner is designated as an independent contractor with respect to the Company. This status applies whether the Partner is an individual, partnership, Limited Liability Company, or any other entity classified as a “Pass-through Entity” under income tax regulations. As such, the Partner is required to supply the Company with a valid social security number or federal tax identification number by duly completing and submitting IRS Form W-9, which is integrated within our system. This enables the Company to issue an IRS Form-1099 to the Partner at the conclusion of each calendar or fiscal year, in compliance with applicable tax laws. Furthermore, the relationship established by this Agreement is strictly that of independent contractors. Nothing herein shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Partner and the Company. The Partner is expressly prohibited from making or accepting any offers, representations, or obligations on behalf of the Company. Additionally, the Partner must refrain from issuing any statements, on their site or elsewhere, that could conflict with the terms outlined in this section. It is a mandatory requirement that no payments shall be disbursed to the Partner until the Company has received and verified a properly executed IRS Form W-9 for the Partner, adhering to all pertinent Internal Revenue Service (IRS) guidelines and requirements. This procedure ensures compliance with federal tax obligations and reinforces the legal and financial separateness of the Partner from the Company. Such measures are crucial for maintaining the integrity of the independent contractor relationship and safeguarding the Company's interests in accordance with the law.

 

Indemnification

Partner hereby agrees to fully indemnify and hold the Company, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties") harmless from and against any and all claims, losses, expenses (including reasonable attorneys' fees and costs), and judgments that may be asserted against or incurred by the Indemnified Parties as a result of any acts, omissions, or material misrepresentations by Partner’s officers, directors, employees, or agents. This indemnification obligation covers all forms of legal claims, including but not limited to breach of contract, tort, statutory violations, and negligence that directly relate to or arise from the actions or failures of the Partner or its representatives. The Company expressly disclaims any liability for indirect, special, or consequential damages—including but not limited to loss of revenue, profits, or data—arising out of or in connection with this Agreement or the Partner Program, regardless of whether such damages were foreseeable or whether the Company had been advised of the possibility of such damages. Furthermore, the aggregate liability of the Company for any claims arising out of or related to this Agreement and the Partner Program, whether in contract, tort, or otherwise, shall not exceed the total amount of commissions paid or payable to the Partner under this Agreement during the twelve-month period preceding the claim. This limitation of liability is a fundamental element of the basis of the bargain between the Partner and the Company and reflects a fair allocation of risk between the parties, where the Partner assumes responsibility for any legal actions stemming from its conduct, and the Company's liability is capped to the extent of commissions paid. This framework ensures clarity and predictability in managing potential liabilities and protects the Company from excessive financial exposure.

 

Disclaimers

The Company expressly disclaims any and all expressed or implied warranties with respect to the Partner Program and any products or services sold through the Partner Program. This disclaimer includes, but is not limited to, any warranty of fitness for a particular purpose, merchantability, non-infringement, and any warranties arising out of course of performance, course of dealing, or usage of trade. The Company makes no warranties that the Partner Program or any associated services will meet the Partner's requirements or that the operation of the Partner Program will be completely secure, uninterrupted, or error-free. The Company also does not warrant that the results obtained from the use of the Partner Program will be accurate or reliable. Furthermore, the Company explicitly makes no representation that the operation of its website(s) will be uninterrupted or error-free, and it will not be liable for the consequences of any interruptions, errors, or loss of data. Partners acknowledge that website and service accessibility may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond the Company's control. As such, the Company will not be liable for any damages of any kind arising from the use of the Partner Program, including, but not limited to, direct, indirect, incidental, punitive, and consequential damages, even if the Company has been advised of the possibility of such damages. The Partner acknowledges that the use of the Partner Program is at their own risk, and the limitations of liability and disclaimers set forth herein form an essential basis of the bargain between the parties.

 

Assignment

You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of the Company. 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. The Company may assign this entire agreement and the obligations to and from its Partners to one of its subsidiaries or a buyer of the company or its assets at any time.

 

Notices 

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered by electronic transfer (via e-mail address). Either Party may change such email addresses from time to time by providing written notice to the other in the manner set forth above.

 

Severability 

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction or an arbitration panel, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue to be in full force and effect. Furthermore, if any provision is deemed invalid or unenforceable, but could be made valid and enforceable by limiting its scope or duration, then such provision shall be considered modified to the minimum extent necessary to make it valid and enforceable, and shall be enforced as so modified. The failure of the Company to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the Partner of any of the provisions hereof, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of the Company to enforce each and every such provision thereafter. The express waiver by the Company of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

 

Modification

We may modify any of the Terms and Conditions contained in this Agreement, at any time and in our sole discretion, by posting a “change notification” on our website. We shall notify all Partners, via email, of any posted modifications, which are material to this Terms of Use Agreement and that are not ministerial in nature. Your continued participation in the Partner Program is very important to us; however, if any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Partner Program following our posting a Change Notification or new Agreement on our site will constitute binding acceptance of the change.  

 

Legal Age

The Partner, if an individual, hereby represents and warrants that they have reached the legal age required to enter into binding contracts under applicable law, thereby possessing the capacity to be legally bound by the terms of this Agreement.

 

Applicable Law

This Agreement shall be governed by the laws of the State of Michigan and adjudicated in the county of Palm Beach or where the Company may reside at the time of the Agreement issue in question is raised. 

 

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. By agreeing to this Agreement through electronic submission, you are fully bound by this Agreement.  

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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. This Agreement supersedes any prior written or oral agreements between the Parties.

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Contact Us

If you have any questions about this information, please contact us at support@commonwealthcapital.com.

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Mail to:

515 N. Flagler Drive

Suite P-300

West Palm Beach, FL 33401