AGREEMENT FOR MEMBERSHIP SUBSCRIPTION MARKETING
This Agreement for Membership Subscription Marketing ("Agreement") dated effective as of
02/05/2012, (the "Effective Date"), is entered into by and between
("Affiliate Company") with its principal office located at
address:
city:
state:
zip:
and American Debt Free Foundation ("ADFF"), with its principal office located at 4030 Windtree Dr, Tampa, FL 33624.
WHEREAS, the parties have an interest in marketing membership subscriptions
and entering into a strictly business relationship.
1.
Affiliate Company Responsibilities
1.1 Affiliate Company will provide ADFF completed membership subscriptions. Membership subscription package(s) received from Affiliate Company will include a transmittal form which lists name, social security number and backend benefit program of each member Membership application packages via the American Debt Free Foundation website.
1.2 Affiliate Company or its affiliates agrees not to mislead any client member or potential members regarding any aspect of the Membership subscription packages(s); specifically the terms of the new Membership Program benefits, term, monthly payment, etc.) Including but not limited to marketing, marketing materials, etc. ADFF will hold all information provided by Affiliate Company to ADFF in strict confidence.
1.3 Nothing contained in this Agreement nor any action taken under this Agreement shall be deemed or construed to (i) give Affiliate Company or its Affiliates any right, title or interest, either in law or in equity, in and to any Membership Program made or administered under this Agreement or (ii) make Affiliate Company or its Affiliates a Membership Program production office or a holder or originator of any such Membership Program.
1.4 Affiliate Company will refrain from soliciting business and contracts from sources not their own which have been made available to them through this agreement, without the express written permission from ADFF Inc. Affiliate Company further agrees not to circumvent or attempt to circumvent ADFF Inc. or any party who is directly or indirectly associated with ADFF Inc. or this contract. In addition, Signatory affiliates, Subsidiaries, Partners and Agents will maintain complete confidentiality regarding business sources provided by ADFF Inc. or any of its subsidiaries and will only disclose such business sources under mutual agreement and with express written permission from AMERICAN DEBT FREE FOUNDATION.
1.45 Affiliate Company or its affiliates agrees not to open another company or compete with ADFF with regards to Do It Yourself model as well as pricing from now to the end of the world.
1.5 Affiliate Company or its affiliates agrees to follow all National, State and federal laws regarding the Do Not Call Policies. Affiliate Company will maintain their own calling list and be responsible for all contacts and scrubbing of all leads/list following all laws, restrictions or rules and regulations regarding such practices, which is used to market ADFF membership subscriptions. Affiliate Company will bear all responsibilities, fines that might be incurred by not following telemarketing federal and or state rules and or regulations. ADFF WILL NOT BE LIABLE FOR ANY FINES incurred by ANY VIOLATIONS RULES OR REGS NOT FOLLWED BY Affiliate Company.
1.6 Affiliate Company will provide sans number to ADFF. Affiliate Company will maintain an internal and external ADFF do not call list and send that list to ADFF on a daily basis if it markets AMERICAN DEBT FREE FOUNDATION via an outbound telemarketing campaign.
2.
ADFF's Responsibilities
2.1 Without limiting the foregoing, ADFF will do the following:
(a) Upon receipt of the signed membership subscription package, ADFF will perform quality control review, if missing and/or additional information is needed on the application, ADFF or its designated vendor will immediately notify Affiliate Company for resolution.
(b) Upon final approval, ADFF or its designated vendor will complete the Membership Program process. ADFF or its designated vendor will take no longer than five (5) business days to complete each Membership Program package or notify Affiliate Company regarding any funding issues for resolution.
2.2 ADFF agrees not to circumvent Affiliate Company by contacting its outside business partners, including but not limited to, contacting verbal or written communication regarding specific business transaction.
3. Pricing Schedule
3.1 ADFF will pay Affiliate Company on each completed Membership Program package as it is disbursed by ADFF’s designated vendor in accordance with Addendum A for Membership Program. Payment will be made to Affiliate Company within fifteen (15) business days of Membership Program.
3.2 If the Membership Program requires a second step application or an add-on form, payment will be deferred until the second step or add-on is completed. At that time, the payment will be rendered after the final Membership Program is completed.
3.3 If the Membership Program requires a charge back because of any reason the customer decides to cancel Affiliate Company will be charged the full marketing fee with any additional expenses charged to ADFF as a penalty for cancelation of charges and fees. Charge backs will only occur within a 30 period following initial Membership subscription sign up.
4. Representations and Warranties of ADFF
Each party hereto hereby represents and warrants to, and covenants with, the other party that:
4.1 ADFF (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or is contemplated by this Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations.
4.2 The execution and delivery by ADFF of this Agreement and the performance by it of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) except for any action or filing that has been taken or made on or before the date of this Agreement, require no action by or filing with any government agency, and (iv) do not violate any provision of its articles of incorporation or bylaws.
4.3 This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of ADFF, enforceable against ADFF according to its terms.
4.4 ADFF is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against ADFF exists.
5. Representations and Warranties of Affiliate Company
Each party hereby represents and warrants to, and covenants with, the other party that:
5.1 Affiliate Company and its Affiliates (i) are duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which incorporated, (ii) are duly qualified to transact business and (iii) possess all requisite authority, permits and power to conduct its business as is now being, or is contemplated by this Agreement, conducted.
5.2 The execution and delivery by Affiliate Company of this Agreement and the performance by it of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) except for any action or filing that has been taken or made on or before the date of this Agreement, require no action by or filing with any government agency, and (iv) do not violate any provision of its articles of incorporation or bylaws.
5.3 This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of Affiliate Company, enforceable against Affiliate Company and its Affiliates according to its terms.
5.4 Affiliate Company is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against Affiliate Company exist.
6. Term and Termination
6.1 Unless earlier terminated as provided herein, the term of this Agreement shall be for a period of one (1) year from the Effective Date. Any modifications of this Agreement shall be in writing, signed by both parties. Notwithstanding the foregoing, either party may terminate this Agreement upon fifteen (15) days written notice for cause. For purposes of this Agreement, “for cause” shall mean a party is in breach of this Agreement and has not cured such breach within fifteen (15) days after receipt of written notice from the non-breaching party specifying the nature of the breach.
6.2 In the event of termination of this Agreement, both parties shall remain liable for all fees due under this Agreement for Membership Program packages submitted to ADFF by Affiliate Company prior to the termination date. Upon termination of this Agreement, it will be extended for an additional thirty (30) days in order for ADFF to attempt to complete the funding of Membership Program applications still in the pipeline.
7. Amendments and Assignment
7.1 This Agreement cannot be amended without the express written consent of any authorized officer of each company. ADFF may assign this Agreement to a subsidiary, affiliate, association, vendor or future company without the prior written consent of Affiliate Company ; provided, however, that any such assignment shall not relieve or release ADFF from its duties or obligations hereunder.
8. Confidentiality and Non Compete
8.1 The contents of this Agreement, together with all supporting documents, exhibits, schedules, and any amendments thereto which form the basis of the business relationship between ADFF and Affiliate Company, shall be held in confidence by both parties and shall not be disclosed or otherwise discussed with any third party (unless required by law or regulation) except outside counsel or independent accountants, without the prior written consent of the other party. Affiliate Company or its affiliate or partners will not open another company that compete with ADFF in the do it yourself debt settlement/credit repair market without express written agreement from ADFF.
9. Governing Law/Jurisdiction
9.1 Except to the extent that this Agreement may be governed by Federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its principles of conflict of laws.
10. Arbitration
10.1 In the event any dispute arises between the Companies concerning this Agreement or the performance of any party hereunder, such dispute, at the request of either party, shall be submitted to binding arbitration. Such arbitration shall be conducted under the rules and auspices of the American Arbitration Association following the commercial arbitration rules of that organization. The decision of the arbitrator(s) under this section shall be final and binding, without right to appeal. The prevailing party in any such proceeding shall be entitled to recover all reasonable attorneys’ fees and cost incurred in any such proceeding.
11. Force Majeure
11.1 Either Company may terminate the obligation, if either Company is unable to fulfill its obligations hereunder in a material respect due to acts of God, acts of public enemies, order or restraint of any kind of the government of the United States of America or of the State of Florida or any subdivision thereof, or any civil or military authority, insurrect or, natural disaster, or any other event not reasonably within the control of the parties which make it impractical to continue to perform their obligations hereunder.
12. Indemnification
12.1 Each Company shall defend, indemnify and hold harmless the other Company, its Officers, Employees and Affiliates from any claims, demands, suits, causes of action, liability and expense (including reasonable attorney’s fees and costs) arising out of, or relating to, its grossly negligent performance under this Agreement.
By signing this agreement electronically with your full name and the last 5 digits of your SSN you are legally bound by all of its content.
I hereby state that all information given is accurate and true and I acknowledge that any false information may lead to disqualification of the application process or termination of the agreement.
DO NOT E-SIGN UNTIL YOU HAVE READ THE ABOVE STATEMENT. By my eSignature below, I certify that I have read, fully understand and accept all terms of the foregoing statement. Please signify your acceptance by entering the information requested in the fields below.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers.
| Affiliate Company |
ADFF, Inc. |
|
|
|
| Name: |
Luis Perez |
| Title: |
President/CEO |
|
Addendum A
| Title |
Sale Price |
Compensation |
Job Function |
| Level 1 Affiliate sales |
$99.95 |
25% |
Hire Sub Affiliates, direct |
| Sub-Affiliate |
$99.95 |
20% |
Place link on website |
The maximum payout is $30 per deal no matter from where it originates. What a program like this does is to allow a Master Affiliate to build a far reaching sales team that is constantly adding sub-affiliates and reaping to a limited degree the benefits of a Multi-Level Marketing plan without the associated stigma of MLM.
Here's how the math works:
Sample 1
Level 1 Affiliate brings on a Sub-affiliate
Sub-Affiliate puts link on website and processes 1 sale back to ADFF
Sub-Affiliate receives $20.00; Level 1 Affiliate receives $5
Sample 2
Level 1 Affiliate sells a direct to consumer deal, receives $30
Sub-Affiliates always get $20 on deals sold through their website.