THE AGREEMENT:
This Channel Sales Partner Agreement (hereinafter called the “Agreement”) is provided by We Shield powered by YMF Inc., hereinafter referred to as “Company”: In conjunction with signing a Channel Sales Partner Agreement you agree that these terms located at www.wordpress-200272-2798375.cloudwaysapps.com/salespartners are hereby incorporated into the agreement.
1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, we’ll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the sales partner: You will be referred to as the “sales partner.” You’ll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as “Parties” or individually as “Party.”
d) Sales Program: The program we’ve set up for our sales partners as described in this Agreement.
2) SALES PROGRAM
We will provide you with sales and marketing collateral and a Purchase Order template as well as other information, which corresponds to certain products we are offering for sale. We will assign to you a unique channel partner ID number that will be noted on your form of PO and which should be submitted to us together with all signed PO’s. The unique channel partner ID number will be keyed to your identity and used by us to record your sales and report the same to you. We will also provide you with specific instructions as to our recommended and required sales processes including restricted sales processes. The prices that we pay for the products that we sell are affected by numerous market conditions and as such we reserve the right to adjust our product prices from time to time. You will be provided with a link where you can view our product prices in real-time to ensure that you are quoting accurate pricing to purchasers. We encourage you to check on the pricing daily to ensure that you will be creating successful purchase orders. Once you establish a lead on behalf of the Company you agree to only in the future quote them on products offered by the Company and to be diligent about providing accurate pricing. For every qualified purchase you refer that is accepted and fulfilled by the Company and paid for by the Purchaser (wherein there is no refund provided to the purchaser including cancelations for any reason) you will be eligible to receive the following percentage of the company’s gross profit margin: 5% (five percent). I.e. If you refer to us a valid purchase order for $1,000,000 and the company’s profit margin is 30% then you will be entitled to a payment of $15,000.
3) SPECIFIC TERMS APPLICABLE
We will determine whether the PO’s that you provide are in line with our expectations for our sales program and we will accept or reject the signed PO’s you provide in our sole and exclusive discretion. We reserve the right to reject purchase orders and/or sales that do not comply with the terms of this Agreement or which we determine in our sole discretion to be the result of deceptive sales practices. Processing and fulfillment of orders will be our responsibility. We will also provide regular reports regarding your sales in progress, your earnings and your payments.
As described above, in order to be eligible for a commission, purchases must be “Qualified Purchases.” Qualified Purchases:
a) Must not already be referred by any other of the Company
b) May not be purchased by an already-existing partner or affiliate of the Company;
d) Must include your unique partner unique channel partner ID in the purchase order that you submit.
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent or deceptive in any way, in the Company’s sole and exclusive discretion;
g) May not have been induced by you by offering the customer any coupons or discounts or other promotions except where you have obtained the express written consent of the Company to do so for that particular purchaser.
4) PAYMENT INFORMATION
You must supply us with your current address as well as accounting and tax documentation including a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish us to post a direct deposit. Currently, the Company employs the following methods of payout: ACH and or Bank Wire. For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible. Commissions will be paid by the 20th day of each month after they accrue. That is to say that all qualified and completed sales that occur during a given month will be calculated and paid for by the 20th of the following month except where the 20th falls out on a holiday or weekend, in which case the payment will be made on the first business day that follows. We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified. For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
5) SALES PARTNER OBLIGATIONS & COMPLIANCE
While prospecting and conducting sales you are responsible for ensuring the accuracy of your operations, verbal claims, written claims, and accuracy of materials. You must only provide purchasers with materials provided to you by the Company. You will be assigned a designated email account with which to conduct all email communications regarding sales of our products. We may monitor this account and all data within this account shall be the property of the Company. We require you to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. We also require you to comply with any and all applicable data privacy and security laws and regulations. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
6) Circumvention
You agree not to circumvent the Company in any way and during the term of this agreement and for a period of two (2) years thereafter you agree not to contact any clients of the company or attempt to sell any competing products or services to leads belonging to the company.
7) NON-EXCLUSIVITY
This Agreement does not create an exclusive relationship between you and us. You are free to work on other opportunities in parallel with your work in this opportunity.
8) REPORTS
We will provide you with a monthly report as to your qualified sales and your earnings. Any adjustments resulting from cancellations or refunds will not necessarily be listed in these statements and as such these statements will be subject future adjustment. In the event of an overpayment to you for any reason the Company reserves the right to require such overage to be returned or to offset any overpaid amounts against future earnings.
9) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Channel Sales Partner. It can be terminated by either Party at any time with or without cause. You may only earn commissions as long as you are a Channel Partner in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination. If you fail to follow the terms of this Agreement or any other legal terms or company sales policies you forfeit all rights under this agreement. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
10) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”). Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our sales program and use the Company IP solely and exclusively in conjunction with identifying our company and brand to potential purchasers. You may not modify the Company IP in any way and you are only permitted to use the Company IP during the term of this agreement. We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement.
11) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon providing you Notice of such modification, which may include an email. If you don’t agree to the update or replacement, you can choose to terminate this Agreement as described below. To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
12) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
13) ACCEPTABLE USE
You agree not participate in the Channel Sales Program for any unlawful purpose or any purpose prohibited under this clause. You agree not to take any actions that in any way could damage our products, services, relationships, or the general business of the Company. You further agree to conduct your sales in an ethical manner beyond reproach and to take no action or make no statement that may hurt the reputation of the Company.
14) INDEMNIFICATION
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your misuse of the Program, your breach of this Agreement, or your conduct or actions.
15) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Channel Sales Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
16) NO WARRANTIES
You agree that your enrollment in the Channel Partner Sales Program is at your sole and exclusive risk and that any services provided by us are on an “As Is” basis. The Company makes no warranties that the Program will meet your needs or that it will be uninterrupted or error-free.
17) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Program, to the fullest extent permitted by law. In any event the maximum liability of the Company arising from or relating to this Agreement is limited to one thousand ($1000) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
18) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Program, you agree that New Jersey shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: United States, New Jersey. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.
By signing up to become a Channel Sales Partner with WeShield powered by YMF you expressly agree to these terms and conditions
