Chat2Engage Affiliate Agreement

Transcription

1 Chat2Engage Affiliate Agreement AFFILIATE AGREEMENT THIS AGREEMENT is between Kell Web Solutions, Inc., a California corporation, ("Company") and an Affiliate ("Affiliate"). ARTICLE 1. SERVICES TO BE PERFORMED BY AFFILIATE Section1.01. Services to Be Performed. Affiliate agrees to perform the services specified in Exhibit "A" entitled "Description of Services"attached to this Agreement and incorporated into this Agreement by reference(the Services ). Services may be amended in writing from time to time. Affiliate will determine the method, details,and means of performing the above-described Services; provided, however, that the method of performing such services complies with Company s business requirements. Affiliate agrees that Affiliate will perform the Services in a reasonable and diligent manner pursuant to the terms of this Agreement. (a) Company agrees that Client Accounts opened by Affiliate remain the property of Affiliate. Company agrees to not contact Clients directly or share contact information about Clients for any marketing or sales purposes without express written permission by Affiliate. Section1.02. Status as Affiliate. (a) Subject to the terms and conditions of this Agreement, the Company hereby engages Affiliate as an Affiliate to perform the Services set forth herein, and the Affiliate hereby accepts such engagement. Affiliate represents that[he or she gender terms expressed as male form in this Agreement] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Affiliate and any third party. During the term of this agreement, Affiliate shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. Affiliate is expressly free to perform services for other parties while performing services for the Company. Section1.03. Income Taxes. Affiliate is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Company to Affiliate for services under this

2 Agreement. Payments to Affiliate shall not be subject to income or employment tax withholding and shall be reported on IRS Form Affiliate hereby indemnifies Company against any obligation imposed on Company to pay withholding taxes or similar items or resulting from a court's or governmental entity's determination that Affiliate is not an Affiliate to Company. ARTICLE2. COMPENSATION Section2.01. Compensation. Affiliate retains the option to bill Client(s) for leads delivered or utilize Company s established billing system. If the Company billing option isselected, Company shall pay Affiliate as specified in Exhibit A. On the 15th and 30th of each month, IC will receive a direct deposit for commission earned on payments received two weeks prior, as recorded in their IC Portal Dashboard. ARTICLE 3. OBLIGATIONS Section3.01. Materials, Transportation,Equipment, etc. Affiliate will supply all tools, materials, transportation, expertise, security, and equipment required to perform the Services under this Agreement; provided, however, while Affiliate is performing Services at the Company's business location(s), Company at its cost and expense shall make available to Affiliate any necessary space,materials, equipment and staff while Affiliate is performing Services at such location. Section3.02. Workers' Compensation &Health Insurance. Affiliate agrees to provide workers' compensation and health insurance for Affiliate's employees and agents, if any. Company not liable for Affiliate insurance liabilities federal, state or other. Section3.03. Liability. Affiliate will not be liable to Company, or to anyone who may claim any right due to a relationship with the Company, for any acts or omissions in the performance of Services under the terms of this Agreement or on the part of any employees or agents of Affiliate unless those acts or omissions are due to willful misconduct.

3 Section3.04. Indemnity. Affiliate agrees to indemnity, defend and hold Company free and harmless from all costs and expenses, incurred by Affiliate as a result of Affiliate's performance of Services. Section3.05. Confidentiality. Company agrees to keep confidential Affiliate s Client information and respect/protect existing relationship between Affiliate and Client. Affiliate owns and controls the relationship with Client. (a) Affiliate shall keep confidential all technical, customer, business and financial information relating to Company's business disclosed by Company or its customers to Affiliate directly or indirectly in writing, orally or by inspection ("Information"). Section Trade Secrets, Proprietary Information and Non- Competition. The Company and Affiliate acknowledge and agree that during the Term of this Agreement and in the course of the discharge of Affiliate s duties under this Agreement, Affiliate shall have access to and become acquainted with information concerning the operation of the Company, including, without limitation, financial, personnel, and other information that is owned by the Company and regularly used in the operation of the Company s business, and that such information constitutes the Company s trade secrets and/or proprietary information. Affiliate agrees that during the Term, Affiliate shall not use or appropriate the Company s trade secrets or proprietary information nor shall Affiliate disclose any such trade secrets or proprietary information, directly or indirectly, to any person, except as required in the conduct of the Company s business or as authorized in writing by the Company. Affiliate acknowledges and agrees that the sale or unauthorized use or disclosure of any of the Company s trade secrets or proprietary information obtained by Affiliate during the course of the Company s current or any future and proposed work or services, the fact that any such work or services are planned or under consideration, as well as any descriptions thereof, constitute unfair competition. Specifically: Affiliate shall not offer Managed Live Chat Services for the purpose of lead generation to business clients for a period of 90 days after termination of this Agreement.

4 ARTICLE4. TERMINATION OF AGREEMENT Section4.01. Termination on Notice.Company or Affiliate, with or without cause, may terminate this Agreement atany time by giving thirty (30) days prior written notice to the other. Written notice shall be given in the form and manner set forth in Section 5.01 herein below. Unless otherwise terminated as provided in this Agreement, this Agreement will continue in force and bind Affiliate to perform the Services hereunder. Section4.02. Termination on Occurrence of Stated Events. Notwithstanding any provision of this Agreement to the contrary, this Agreement will terminate automatically on the occurrence of any of the following events: (a) Bankruptcy of either party, or an Assignment for the Benefit of Creditors, which proceedings are not dismissed or terminated within ninety (90) days of the filing of any Petition or Assignment; (b) assets; (c) Sale by either party of all or substantially all of its business Death of either party, if applicable; (d) Dissolution of either party; or (e) Assignment of this Agreement by either party without the consent of the other party. Section4.03. Termination for Default. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or three(3) days after mailing of notice, whichever occurs first. For the purposes of this section, material breach of this Agreement includes, but is not limited to, the following: (a) Company's failure to pay Affiliate any compensation due within thirty (30) days after such compensation is due, without written demand for payment;

5 (b) Affiliate's failure to perform the Services specified in the Description of Services; (c) Affiliate's material breach of any representation or Agreement contained in this Agreement. ARTICLE5. GENERAL PROVISIONS Section5.01. Notices. Any notices required to be given under this Agreement by either party to the other may be effected by personal delivery in writing or by mail, registered or certified,postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the day of receipt or two (2) days after mailing, whichever occurs first. Notice shall be sent to the address listed in the signature line. Section5.02. Integration. This Agreement supersedes any and all Agreements, either oral or written, between the parties with respect to the rendering of services by Affiliate for Company.Each party to this Agreement acknowledges that no representations, inducements,promises, or Agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged. Section5.03. Attorneys' Fees. If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party will been titled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. Section5.04. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Section5.05. Authority to Execute Each party represents and warrants to the other party that it or he has the authority to enter into this Agreement and the same shall be a legally binding Agreement.

6 Section5.06. Opportunity to Consult Independent Legal Counsel. Affiliate acknowledges he was afforded a reasonable opportunity to have this Agreement reviewed and explained to him by an independent attorney of his choosing. Section Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by a party without the prior written consent of the other party. Section5.08. Records and Data. Company and Affiliate acknowledge that the performance of this Agreement by the parties will require that each provide to the other certain records and data of the other. On termination of this Agreement, or any earlier date requested, a party shall return all records and data, and copies thereof, of the other party as requested including the complete deletion of all electronic and digitally stored data. Each party agrees that it will keep and maintain records and any data received from the other party in a manner that the return thereof can be completed as contemplated by these provisions. The parties agree that these provisions shall survive the termination of this Agreement. Section5.09. Gender, Tense, and Numbers. Unless the context clearly requires another construction, the masculine,feminine, and neuter genders shall each include the others as appropriate; the present tense shall include the past and future tenses, and the future tense shall include the present tense; and the singular number shall include the plural,and the plural shall include the singular. Section5.10. Effect of Headings. Article,section, and paragraph numbers and headings, as well as titles, used in this Agreement are used for convenience of reference only and shall not be considered in the construction or interpretation of this Agreement. They are not intended to have any legal effect or to affect the scope, meaning, or intent of the provisions of this Agreement. Section5.11. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in California in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

7 Section5.12. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective heirs, if any,successors, and assigns. Section5.13. Severability. If any part, clause, or provision of this Agreement, or the application of any part, clause, or provision of this Agreement to any person or circumstances, is held to be void, invalid, unenforceable, or inoperative, this invalidity shall not affect any other parts, clauses, or provisions or applications of this Agreement that can be given effect without the invalid provision or application. The remaining provisions of this Agreement shall be effective and fully operative as though the part, clause, or provision had not been contained in this Agreement. To this end, the provisions of this Agreement are severable. THE PARTIES HAVE READ, UNDERSTOOD, AND AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile and/or electronic signatures shall be as effective as if originals. Kell Web Solutions, Inc. By: GreggKell Title: President Address: PO Box 1946 Lake Arrowhead, CA Company: By: Title: Address:

8 EXHIBIT "A" ATTACHMENT TO AFFILIATE AGREEMENT DESCRIPTION OF SERVICES Affiliate hereby agrees to perform the following Services under the terms and conditions of the Affiliate Agreement: 1. Affiliate shall develop Clients and sell managed live chat services fulfilled by Company. Clients remain property of Affiliate. 1. Affiliate agrees to initiate contact with clients minimum of once per month in a customer service and client development context. Company hereby agrees to compensate Affiliate under the terms and conditions of the Affiliate Agreement Contract for Services. The following compensation structure shall govern this Agreement: 30% of gross revenue from leads delivered by Chat & $100 based on $350 Chat Account setup.