Last revised: June 1, 2026.
Effective for a participant only when NGM approves enrollment and both parties accept a completed Enrollment Record.
1. Program and acceptance
This agreement is between No Good Marketing LLC, a South Dakota limited liability company (“NGM”), and the independent referral partner identified in the Enrollment Record (“Affiliate” or “you”). “Affiliate” here means an enrolled referral partner; it does not mean common ownership, employment or membership in NGM's corporate group.
NGM may approve or decline an application in its discretion. Approval, this agreement's exact revision and the commercial Enrollment Record must be recorded before commission-bearing promotion begins. You must have legal capacity and authority to participate. You must provide accurate business, contact and payment eligibility information and comply with applicable sanctions and tax requirements.
Buying an NGM subscription does not enroll a customer. Participation does not authorize resale, agency, binding NGM, collecting client funds, setting NGM prices or contracting for NGM. You incur your own promotional expenses unless NGM separately agrees otherwise.
2. Approved offers
Promote only the products, territories, audiences and channels approved in your Enrollment Record. NGM primarily provides CRM/business-automation SaaS and separately purchased marketing and professional services. Integration, configuration, automation, migration and other implementation work requires a separately accepted scope and fee; it is never bundled into the platform subscription. NGM may engage qualified resources to perform agreed Services; this does not authorize promotion of unapproved services or another company's offerings.
NGM does not provide CIO or fractional CIO services. A separate professional-services engagement does not become commission-bearing by implication. Revenue received by another entity is excluded unless that entity expressly joins a written commission arrangement.
No commission rate, recurring duration, attribution window, payment threshold or payment date is implied. A completed and accepted Enrollment Record is required; a blank field is not an election of zero, lifetime commissions or a term from another program.
3. Qualified referrals and attribution
A qualified referral must be genuine, lawfully obtained, within approved scope, attributable under the accepted Enrollment Record and accepted by NGM. A commission becomes earned only after the record's stated payment and qualification conditions are met.
Unless expressly approved before the referral, self-referrals, duplicate accounts, existing customers or active opportunities already documented by NGM do not qualify. No commissions are earned for recruiting other affiliates or on transactions created through fraud, fabricated identities, unauthorized incentives, cookie stuffing or deceptive redirects.
Use approved referral codes, links or authorized direct introductions. Tracking must honor the Cookie Policy and Privacy Policy. Do not bypass a person's refusal or privacy signal. Where approved, a documented direct introduction or code can establish attribution without optional device tracking. NGM must apply the agreed attribution method consistently; its logs are relevant evidence, not conclusive regardless of error.
NGM supplies a statement showing qualified referrals, calculation basis, adjustments and amounts payable, with only the minimum necessary identifying information. Report a discrepancy promptly with supporting records; NGM will investigate in good faith and correct established errors. A timely, valid privacy choice does not permit either party to fabricate attribution.
4. Commissions and payment
The Enrollment Record states whether compensation is a fixed amount or percentage, eligible net revenue, when it is earned, and any recurring entitlement. Unless expressly included there, taxes, credits, refunds, chargebacks, usage/wallet funds, separately billed implementation, professional services and revenue of other companies are excluded.
NGM pays earned commissions on the accepted schedule after receiving required lawful payout information. Submit required tax and payment information only through NGM's designated secure channels. You remain responsible for your taxes; NGM may make required withholding and provide legally required reporting.
NGM may reverse a commission to the extent the associated transaction is refunded, charged back, unpaid or shown to be ineligible under the accepted terms. Provide the transaction and basis in the statement; apply recoveries to future payments or request repayment only for the documented overpayment. An unrelated dispute does not justify withholding undisputed commissions.
A reasonable, documented fraud or compliance investigation may hold the disputed portion while NGM promptly investigates and communicates the reason where lawful. No clause automatically forfeits all earned commissions because enrollment ends.
5. Marketing standards
Clearly and conspicuously disclose the financial relationship with NGM near each recommendation or referral link and in the relevant format. A suitable plain-language example is: “I may earn a commission if you buy through this link.” A disclosure hidden in a profile, footer or separate policy is insufficient when the recommendation would otherwise mislead. Endorsements must reflect actual experience and truthful, supportable claims.
NGM does not promise any leads, appointments, sales or revenue. You may not promise them on NGM's behalf or suggest a purchase includes a results guarantee. Do not claim automatic regulatory compliance, insurance coverage, perpetual hosting or ownership of NGM's entire platform.
Do not use spam, deceptive outreach, fabricated reviews, undisclosed incentives, impersonation, unlawful scraping or purchased customer records lacking lawful permission. Do not suppress truthful negative reviews or condition review incentives on positive sentiment. NGM's brand voice does not authorize harassment, discriminatory abuse or false claims.
Written NGM approval is required before paid advertising, bidding on NGM brand terms, publishing discounts/coupons, using sub-affiliates, or making a material change to approved creative. Do not publish private quotes, confidential business information or non-public offer codes. You cannot approve another person to act for NGM.
NGM may inspect program-related promotions, require substantiation, and direct correction or removal of inaccurate or unauthorized material. Retain relevant approval and disclosure evidence; do not provide unrelated private records.
6. Brand and materials
You receive a limited, nonexclusive, nontransferable, revocable permission to use NGM-approved brand materials solely for approved promotion on NGM's behalf during enrollment. This permission is limited to rights NGM is authorized to grant. Any additional use requires NGM's prior written approval.
No brand, domain, software or customer relationship is assigned. Do not register confusing domains, social handles or trademarks, alter logos without approval, sublicense assets, or imply corporate ownership, certification or a broader partnership. Remove program branding when permission or enrollment ends.
You retain your independently created materials. NGM receives permission to review them for program compliance, not an unrestricted right to your unrelated content. Reposting your content requires separately agreed permission. Neither party may use another person's protected material without authority.
7. Customers, privacy and confidentiality
NGM contracts directly with its clients and may offer them additional NGM or partner-delivered services. A referral or subcontract does not make an NGM client your customer or establish a professional-services relationship with another provider. Such a relationship requires a separately identified provider and expressly accepted scope and terms.
Submit only the business contact information reasonably necessary for an authorized introduction, with an appropriate notice and lawful basis. Do not send CRM exports, client end-customer lists, message histories, sensitive records or SMS opt-in data for prospecting. Participation grants no access to NGM accounts or client systems and no permission to use entrusted data for independent marketing or AI training.
Each party protects the other's non-public program information, uses it only for authorized performance, limits access to persons under appropriate duties, and returns or deletes it when no longer needed, subject to lawful retention. Information independently developed, lawfully received without restriction or public without breach is excluded. Legally compelled disclosure is limited to what is required, with notice where lawful. These duties survive while information remains confidential.
Report an incident involving entrusted NGM/referral information to [email protected] without undue delay and no later than seventy-two (72) continuous hours after awareness, sooner if law or a separately accepted agreement requires. Do not wait for a complete investigation. Provide available facts, cooperate in containment and send updates; neither party directs a legally required notice to be withheld. This clause does not substitute for a DPA if the actual relationship requires one.
8. Term, suspension and termination
Enrollment begins on the accepted start date. Either party may end participation by written notice. NGM may immediately pause referrals, permissions or affected promotions for credible fraud, unlawful conduct, data misuse or material misrepresentation, and may terminate for those grounds. NGM will communicate the basis where lawful and promptly review any disputed facts.
After termination, stop new promotion, remove NGM branding and return/delete confidential material as required. NGM pays earned, valid commissions under Section 4. Whether already attributed referrals or future recurring payments continue is determined by the accepted Enrollment Record; neither lifetime payments nor their automatic forfeiture is presumed. Any agreed surviving entitlement remains effective. A payout threshold cannot indefinitely prevent final payment; the Enrollment Record must specify a final settlement date and lawful treatment of any remaining balance.
Termination of enrollment does not terminate a separate customer subscription or project agreement.
9. Program updates
NGM reserves the right to revise, replace, suspend or discontinue the program and its policies at any time. Updates follow Terms and Conditions Section 13: dated prospective revisions, at least thirty days' notice of materially adverse changes to enrolled affiliates, and narrow urgent law/security exceptions.
Commission changes apply only to new referrals or renewal periods allowed by the accepted Enrollment Record. NGM honors earned commissions, protected referral cohorts and express rate/duration commitments. NGM obtains affirmative agreement where the Enrollment Record or law requires; a website posting alone does not amend individually negotiated economics.
You may stop new promotion or terminate participation before an update takes effect. Continued participation signifies acceptance only under the previously accepted mechanism and where legally effective.
10. Responsibility and claims
NGM does not guarantee approval of a referred customer, conversion, a minimum referral volume or affiliate income. You remain responsible for your own spending and business decisions. This is not a release of NGM's express payment duties or responsibility for its own breach.
Each party is responsible for its own breach, unlawful conduct and infringement. A party must defend and indemnify the other against a third-party claim to the extent caused by its unlawful promotions, unauthorized representations, infringement or misuse of entrusted data. This does not shift responsibility for the other party's own conduct. Give prompt notice, reasonable cooperation and control of the defense to the indemnifying party; no settlement may admit fault or impose nonmonetary duties on the other party without its consent. Late notice reduces the duty only to the extent materially prejudicial.
To the extent permitted by law, neither party is liable for speculative affiliate income or indirect/consequential losses. Earned commissions and other expressly owed payments are not excluded as speculative income. This exclusion does not cover fraud, willful misconduct, confidentiality or data misuse, infringement, indemnity obligations or liability that law does not permit to be excluded. This Agreement does not impose a separate monetary liability cap; any negotiated cap must be expressly recorded and accepted.
11. General
South Dakota law governs, except mandatory applicable law. Disputes are heard in state or federal courts located in South Dakota. No arbitration or class-action waiver is added by this agreement.
The accepted Enrollment Record controls its stated commercial items and expressly negotiated deviations; this agreement controls other referral-program terms. The Terms and Conditions' update mechanism is incorporated only as stated above, and the Privacy/Cookie policies govern their subject matter. NGM's customer MSA does not become an affiliate compensation agreement.
Neither party may transfer this agreement without the other's written consent, except to a successor assuming all obligations in a bona fide reorganization or sale. Such a transfer does not convey independent brand ownership or remove accrued rights. Invalid provisions are severed to the extent possible; a failure to enforce is not a waiver. Electronic acceptance is effective where legally recognized, with the accepted text and authority recorded.
Notices go to the addresses in the Enrollment Record. NGM's postal address is 514 America's Way STE #21163, Box Elder, SD 57719. Privacy inquiries go to [email protected].
