SALES AFFILIATE AGREEMENT By clicking on the “I Accept” button below, you (“Sales Affiliate”) acknowledge and agree that you have read, understood and agree to all of the terms and conditions set forth in this agreement (“Agreement”). This Agreement shall be effective once you have clicked the “I Accept” button below. 1. Definitions. Capitalized terms used herein are defined as follows: a. “Company” shall mean Every Little Bit Helps, LLC, a Florida limited liability company. b. “Company’s Business” shall mean serving as a referral source and a lead producer. c. “Confidential Information” shall mean information, whether in written, verbal, tangible or intangible form, (i) which relates to the Company’s intellectual property, know-how, procedures, system standards, financial information, business plans, approaches, trade secrets, and other proprietary materials relating to its business activities and plans, (ii) which relates to the Company’s customers, affiliates, vendor lists, client lists, target markets, marketing strategies, vendor prospect names, vendor prospect contact information, client prospect names, client prospect contact information as well as service providers utilized by the Company, and (iii) that the Company designates in writing as confidential information. d. “Sales Affiliate Lead” shall mean a lead for one or more Qualified Vendors which was generated by Sales Affiliate. e. “Sales Affiliate Lead Sale” shall mean a sale that (i) is the direct result of Sales Affiliate Lead and (ii) results in completed business pursuant to which the Qualified Vendor pays the Company a commission. f. “Qualified Vendor” shall mean a vendor that (i) enters into a vendor agreement with the Company and (ii) indicates that it is qualified for membership in Company’s referral system. g. “Qualified Referral” shall mean a referral (i) that Sales Affiliate has a personal relationship with, (ii) to which Sales Affiliate has disclosed both his relationship with Company and the fact that the Company and Sales Affiliate will receive a commission if the referral does business with a Qualified Vendor, (iii) to which Sales Affiliate has explained that while Qualified Vendors are reviewed on certain factors and criteria, neither the Company nor Sales Affiliate has worked directly with the Qualified Vendors nor done a complete background check or review of any Qualified Vendor, and thus neither the Company or the Sales Affiliate is recommending the Qualified Vendor, and (iv) from which Sales Affiliate has received confirmation that the referral would like to be contacted directly by Qualified Vendors. 3. Sales Affiliate’s Responsibilities. a. Qualified Referrals Only. Sales Affiliate will only provide the Company with contact information for Qualified Referrals. b. Compliance with Laws. Sales Affiliate shall perform all services set forth herein, in compliance with all applicable laws and in a manner that will reflect favorably upon and promote and maintain the goodwill and reputation of the Company. Sales Affiliate shall not perform any of the services set forth in this Agreement in a manner which would be injurious to the reputation of the Company. c. No Authority to Bind. Sales Affiliate shall have no authority to enter into contracts or to incur binding obligations on behalf of the Company or with any Qualified Vendor nor shall Sales Affiliate hold itself out as having the authority to do so. Neither Sales Affiliate nor its agents shall make any representations or warranties on behalf of the Company or concerning the Company’s Business. d. Compliance with Company Policies. Sales Affiliate will comply, and require its agents to comply, with all of the Company’s policies, practices, and procedures as in effect from time to time. Such policies, practices and procedures shall be either posted on the Company’s website or provided to Sales Affiliate. 4. Qualified Referral Process. a. Once Sales Affiliate has located a Qualified Referral, Sales Affiliate shall enter the contact information for such Qualified Referral on the Company’s website (the “Site”). The Sales Affiliate shall note the date the referral became a Qualified Referral, the type of service the Qualified Referral is seeking and any other information that a Qualified Vendor should know when contacting the Qualified Referral. b. By submitting the Qualified Referral’s information on the website, the Sales Affiliate is representing that the information submitted is true and correct. c. Once the Sales Affiliate has entered a Qualified Referral’s information into the Site, the Sales Affiliate shall be prohibited from making referrals directly to the Qualified Referral and from giving Qualified Vendor information directly to the Qualified Referral. 5. Commissions. a. Commission Amount. Except as otherwise set forth herein, the Company will pay the Sales Affiliate commissions, on the terms set forth below, equal to five percent (5%) of commissions received by Company from a Sales Affiliate Lead Sale (“Sales Affiliate Commissions”). b. Time for Payment. Except as otherwise set forth herein, Sales Affiliate Commissions shall be paid to Sales Affiliate the last day of each month during the Term, for applicable Sales Affiliate Lead Sales that have been processed by the Company. c. Minimum Commission Due. Until the Sales Affiliate Commissions due to Sales Affiliate equals or exceeds a minimum of one hundred dollars ($100.00), the Company will retain the Sales Affiliate Commissions and will pay the Sales Affiliate Commissions to Sales Affiliate no later than the earlier of: (i) the last day of the month in which the Sales Affiliate Commissions due to Sales Affiliate from processed Sales Affiliate Lead Sales equals or exceeds one hundred dollars ($100.00) or (ii) thirty (30) days after the termination of this Agreement. However, after the Company has paid the Sales Affiliate a minimum of one hundred dollars ($100.00) in Sales Affiliate Commissions, Sales Affiliate Commissions shall be paid in accordance with Section 5(b), whether or not a minimum of one hundred dollars ($100.00) is reached in the applicable period. d. Refund of Start Up Fee. Once Sales Affiliate Commissions due to Sales Affiliate equals or exceeds a minimum of one hundred dollars ($100.00), if this Agreement has not been terminated by either party, the Company will reimburse the ninety nine dollar ($99) start up fee to Sales Affiliate. This reimbursement shall be paid on the last day of the month in which Sales Affiliate Commissions due to Sales Affiliate from processed Sales Affiliate Lead Sales equals or exceeds one hundred dollars ($100.00). e. Reversals. Sales Affiliate Commissions accrued for any Sales Affiliate Lead Sale which results in a credit card charge back or refund at any time, will be reversed if such Sales Affiliate Commissions have not yet been paid to Sales Affiliate and if already paid to Sales Affiliate, such Sales Affiliate Commissions shall be paid in cash to Company by Sales Affiliate. 6. Term and Termination. a. Term of Agreement. The term of this Agreement shall commence as on the Effective Date and shall continue for one (1) year thereafter (the “Initial Term”), provided that neither party terminates this Agreement as set forth in Section 6(b). Unless this Agreement has been terminated as set forth herein, upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (the “Renewal Term”) unless either party gives written notice of their intention not to renew the Agreement at least ninety (90) days prior to the then applicable termination date. The Initial Term and any and all Renewal Terms shall be referred to as the “Term” unless otherwise specified. b. Termination. This Agreement may be terminated prior to the expiration of the Term as follows: i. For “Cause” by the Company, immediately upon written notice to Sales Affiliate. The term for “Cause” means any act or omission by Sales Affiliate or its agents which is fraudulent, dishonest, disloyal to the Company, or constitutes a violation of law, any act of Sales Affiliate which constitutes a breach of or failure to perform its obligations under this Agreement or any agreement, including but not limited to the Company’s Terms and Conditions, entered into in connection herewith. ii. For reason other than “Cause” by the Company, immediately upon written notice to Sales Affiliate. iii. By Sales Affiliate, by giving not less than thirty (30) days notice to the Company of such termination c. Effect of Termination. i. Termination for “Cause”. Upon termination of this Agreement for “Cause”, no Sales Affiliate Commissions shall be paid to Sales Affiliate after the termination date and any accrued Sales Affiliate Commissions will be forfeited by Sales Affiliate. ii. Termination without “Cause”. Upon termination of this Agreement for a reason other than for “Cause”, Sales Affiliate will continue to receive Sales Affiliate Commissions for Sales Affiliate Lead Sales completed prior to the termination date. No other Sales Affiliate Commissions will be payable. 7. Relationship of the Parties. a. Sales Affiliate is an independent contractor, and shall not hold itself out as, or be deemed to be, an employee, agent, franchisee, partner or joint venturer of the Company. Sales Affiliate’s authority shall be limited to the matters expressly set forth in this Agreement. b. Sales Affiliate shall include all compensation it receives hereunder in its own books or account for inclusion on its own applicable tax return, and shall be responsible for payment of all income and employment taxes thereon. Sales Affiliate agrees that such compensation will not be subject to any employee payroll taxes or similar deduction. All expenses and disbursements incurred by Sales Affiliate in connection with this Agreement shall be borne wholly and completely by Sales Affiliate and Sales Affiliate’s obligations and responsibilities shall be performed and assumed solely by Sales Affiliate and its employees and agents. Neither Sales Affiliate nor its agents shall be entitled to benefit from, or participate in, any fringe benefit, retirement plan, insurance plan, or any other benefit which may be provided to employees of Company. Sales Affiliate understands that neither it nor its employees nor agents shall be covered by the Company’s workers’ compensation insurance. 8. Confidential Information. a. Sales Affiliate recognizes that, during the Term, it shall be exposed to, disclosed or come across, either orally or in writing, the Confidential Information. All of the Confidential Information shall be considered to have been received in confidence by Sales Affiliate and shall be kept strictly secret and confidential. Sales Affiliate shall be prohibited, and shall cause its agents to be prohibited, from disclosing to or otherwise allowing the use of the Confidential Information by any third-party and Sales Affiliate shall be prohibited from, and shall cause its agents to be prohibited from, using the Confidential Information in any manner which is not consistent with carrying out Sales Affiliate’s services under this Agreement. All of the Confidential Information shall remain the property of the Company and no license or intellectual property right to any of the Confidential Information shall be conveyed to Sales Affiliate by any disclosure hereunder. Furthermore, all documents, records and other media of every kind and description relating to the Company’s Business, present or otherwise (collectively, the “Documents”), whether or not prepared by either party, shall be the sole and exclusive property of the Company and shall be considered a work for hire for the Company and neither the Sales Affiliate nor its agents, shall have any ownership rights whatsoever in such material. Sales Affiliate shall safeguard all of the Documents and shall surrender same to the Company at such time or times as the Company may specify. b. If Sales Affiliate or any of its agents receives a subpoena or other valid administrative or legal demand requiring it to disclose any of the Confidential Information, then Sales Affiliate shall promptly notify the Company and give the Company a reasonable time to attempt to obtain a protective order or other appropriate relief to prevent or limit such disclosure. In the event that such protective order or other relief is not obtained, then Sales Affiliate shall be permitted to furnish only that portion of the Confidential Information which is legally required to be furnished. c. Sales Affiliate agrees that the Confidential Information is of critical importance to the Company and a violation of this Section 8 would seriously and irreparably impair and damage the Company’s Business. d. The terms and conditions contained in this Section 8 shall remain in full force and effect throughout the Term and after termination of this Agreement. 9. Restrictive Covenants. a. Non-Competition. Sales Affiliate agrees that it will not, directly or indirectly, during the Term and for two (2) years after the end of the Term, compete with, or Participate In (as defined below), any business or venture within Southern Florida (as defined below) which engages in the Company’s Business or is otherwise in competition with the Company. “Participate In” a business shall mean to directly or indirectly, for one’s own benefit or for, with, or through any other person or entity, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, manager, employee, partner, consultant, agent, distributor, sales representative, independent contractor, or otherwise with, or acquiesce in the use of his name in, such business. “Southern Florida” shall mean Miami-Dade, Broward, and Palm Beach Counties located in Florida. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. b. Non-Solicitation. Sales Affiliate agrees that it will not, directly or indirectly, during the Term and for one (1) year after the end of the Term, on its own behalf or in the service of or on behalf of others, (i) solicit, divert or hire away, any person employed by or working for the Company, or any of its affiliates, whether or not such person is a full time employee, temporary employee or independent contractor of the Company, and whether or not such employment or service was pursuant to written agreement; or (ii) solicit, divert or appropriate any client or customer of Company. c. Non-Disparagement. Sales Affiliate agrees that it will not, directly or indirectly, on his own behalf or in the service of or on behalf of others, publish, circulate, utter or disseminate, or cause to be published, circulated, uttered or disseminated, in any manner or by any means whatsoever, to any person or entity, any statements, comments or material whatsoever, which could or would, in any manner whatsoever, either reflect unfavorably upon the reputation of the Company, or harm, damage or impair the business or operations of the Company. d. Non-Circumvent. Sales Affiliate agrees not to take any steps or actions intended to circumvent the purpose of this Agreement unless permitted in writing by the Company. e. Injunction. Sales Affiliate recognizes that Company’s remedy at law for any breach of the provisions of Sections 8 and 9 of this Agreement will be inadequate and, accordingly, Sales Affiliate agrees that in addition to such other rights and remedies that may be available to the Company, in law or in equity, any court of competent jurisdiction may enjoin, without the necessity of requiring proof of actual damages or the posting of any bond or other security, any actual or threatened breach of the provisions of any of such Sections (whether during or after the Term). 10. Sales Affiliate’s Representations. Sales Affiliate represents and warrants that: (i) Sales Affiliate is the person or entity Sales Affiliate that has represented to be in its application, (ii) Sales Affiliate is fully authorized to enter into this Agreement and perform its obligations hereunder, (iii) if Sales Affiliate is an entity, the individual submitting this application on the entity’s behalf is authorized to sign this Agreement and is at least 18 years of age, (iv) if Sales Affiliate is an individual, Sales Affiliate is at least 18 years of age, (v) all information provided during the application process is true, accurate and complete, (vi) Sales Affiliate will provide accurate, current and complete information as it performs this Agreement, (vii) Sales Affiliate will comply with all applicable laws in connection with this Agreement and Sales Affiliate’s performance of this Agreement. 11. Accuracy of Information. Sales Affiliate acknowledges that the Company relies on information provided by the Sales Affiliate. Sales Affiliate warrants that all information provided to the Company is current, complete, true and accurate. Sales Affiliate warrants and agrees to notify the Company within three (3) days of a change in any information the Sales Affiliate has provided the Company. 12. Indemnification. Sales Affiliate shall indemnify, hold harmless and defend the Company and its officers, directors, agents, employees, affiliates, from and against any and all loss, liability, and expense (including without limitation, reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of Sales Affiliate’s breach of this Agreement, any act or omission of the Sales Affiliate, and any act or omission of a third party for which the Sales Affiliate acted as principal (each, a “Claim”). 13. Limitation of Liability. EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PENALTIES OR DAMAGES, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALTIES ARISING IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR PENALTIES OR LOSS TO YOU OR ANY THIRD PARTY (DIRECT OR OTHERWISE), REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $200. 14. Miscellaneous Provision. a. Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If an action in a court of law is initiated between the parties and such action arises out of or relates to this Agreement then venue shall be proper in Broward County, Florida. b. Not General Contractor. The Company is not a general contractor or a contractor of any kind and Sales Affiliate will not represent, or create the impression, that the Company is a general contractor or contractor. c. Other Agreements. Sales Affiliate acknowledges to the Company that, as of the Effective Date of this Agreement, Sales Affiliate is not under agreement with any other party which would restrict Sales Affiliate from entering into this Agreement or fulfilling its obligations hereunder. d. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. e. Entire Agreement/Modification. No statements, representations, warranties, either written or oral, from whatever source arising, except as expressly stated herein, shall have any legal validity between the parties or be binding upon any of them. The parties acknowledge that this Agreement contains the entire understanding and agreement of the parties. No modifications hereof shall be effective unless made in writing and executed by the parties hereto with the same formalities as this Agreement is executed. f. Notice. Any notice to be given under this Agreement shall be sent, Via U.S. Regular Mail to either party at the address set forth within this Agreement or as otherwise noticed by either party. Notice shall be effective as of the date it has been postmarked at put into the post box for mailing. g. Assignment. This Agreement shall be assignable for Company solely and shall NOT be assignable by Sales Affiliate. h. Attorney’s Fees. The prevailing party in litigation or arbitration arising under this Agreement shall be entitled to recover its costs, including reasonable attorneys’ fees. i. No Waiver and Severability. The Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision hereunder is found to be unenforceable, such provision shall be modified to the extent necessary to make such provision enforceable. The remaining provisions will continue in full effect. j. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITIATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMANGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS UNDER THE HEADING “LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW YOU ACCEPT THAT YOU WILL BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE EXIT THIS APPLICATION IMMEDIATELY. |