1. Definitions
"Company" refers to Operion Systems LLC.
"Affiliate" refers to any individual or entity approved to promote Operion services in exchange for commission.
"Client" refers to any customer referred by Affiliate who purchases Operion services.
"Qualified Sale" refers to a completed and paid transaction meeting eligibility requirements.
2. Program Overview
Operion Systems offers an affiliate program designed to compensate partners for introducing qualified clients.
- Do not represent Operion as employees or agents
- May not bind Operion in contracts
- Operate as independent contractors
3. Commission Structure
Net Revenue is defined as total client payment received less refunds, chargebacks, and applicable taxes.
- Commission Range: 20% – 30% of Net Revenue Collected
- Commission applies only to Qualified Sales
4. Qualified Sale Requirements
A sale qualifies for commission only if:
- Affiliate is the original source of the client
- The referral is documented and accepted by Operion
- The client signs a contract and makes payment
- Payment is successfully collected by Operion
Operion retains sole discretion in determining attribution.
4A. Deal Registration System
To establish ownership of a referral, Affiliates must:
- Submit a deal registration including client name and relevant details
- Receive written confirmation of acceptance from Operion
Deal Registration Rules
- Registrations are valid for 90 days from approval
- If no contract is executed within that window, the registration expires
- Operion may reject or reassign deals at its discretion
First-Touch Principle
- The first approved Affiliate to register a deal will be considered the originating source
- Disputes will be resolved at Operion’s sole discretion
5. Payment Terms
- Commissions are paid after Operion receives payment from the client
- Standard payout window: 30 days post-payment receipt
- Payments may be withheld in cases of dispute, fraud, or refund
5A. Clawback Clause
Operion reserves the right to recover or offset previously paid commissions in the event that:
- The client receives a refund (full or partial)
- The client fails to complete payment obligations
- The agreement with the client is terminated within 90 days of initial payment
Clawback Mechanisms
- Deduction from future commission payments
- Direct repayment by Affiliate if no future commissions are due
Affiliate agrees to comply with clawback obligations upon written notice.
6. Marketing and Representation
Affiliates agree:
- Not to misrepresent Operion services
- Not to make guarantees regarding outcomes, performance, or results
- Not to present Operion as providing legal, financial, or compliance advice
Prohibited Activities
- False claims or deceptive marketing
- Spam or unsolicited outreach in violation of applicable laws
- Use of Operion branding without approval
7. Compliance Responsibility
Affiliate is solely responsible for:
- Compliance with all marketing and communication laws (including TCPA, CAN-SPAM, GDPR where applicable)
- Proper disclosure of affiliate relationship where required
Operion is not liable for Affiliate misconduct.
8. No Authority Clause
Affiliate shall not:
- Enter into agreements on behalf of Operion
- Modify pricing or terms
- Provide technical or legal assurances
9. Intellectual Property
Operion retains all rights to:
- Branding
- Materials
- Product frameworks
Affiliate is granted a limited, revocable license to use approved marketing materials.
10. Indemnification
Affiliate agrees to indemnify and hold harmless Operion Systems from any claims arising from:
- Affiliate marketing activities
- Misrepresentation of services
- Violations of law
10A. Non-Circumvention and Non-Compete
Affiliate agrees that during participation in the program and for a period of 12 months following termination:
- Affiliate will not directly or indirectly solicit, contract with, or provide competing services to any client introduced to Operion
- Affiliate will not attempt to replicate, reverse engineer, or commercialize Operion’s service model, automations, or methodologies
Affiliate further agrees not to
- Bypass Operion to work directly with referred clients
- Introduce third parties to perform substantially similar services in place of Operion
Any violation of this section may result in
- Immediate termination from the program
- Forfeiture of unpaid commissions
- Legal action for damages
11. Termination
Operion may terminate Affiliate participation at any time for:
- Breach of terms
- Misconduct
- Reputational risk
Upon termination
- Future commissions cease
- Pending commissions may be withheld if tied to disputes
12. Limitation of Liability
Operion shall not be liable for:
- Lost commissions
- Indirect or consequential damages
Total liability shall not exceed commissions earned by Affiliate.
13. No-Reliance
Affiliate acknowledges:
- They are not relying on Operion for business success guarantees
- Earnings are not guaranteed
14. Governing Law
This agreement is governed by the laws of the State of Utah.
15. Acceptance
Participation in the affiliate program constitutes acceptance of these terms.