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THE PANIC ALERT – INDEPENDENT AGENT and AFFILIATE AGREEMENT
This agreement, dated on the date Agent / Affiliate (Agent) enrolls on Company website affiliate page, is entered into, by & between CTNY Group, LLC. (dba The Panic Alert), 9 Union Square, #106, Southbury, CT 06488 (Company) and Agent. Agent’s name and contact information will be as entered on Company Affiliate website registration page.
Agent will solicit orders for Company services, from customer(s) provided to Company by Agent. The primary service sold and marketed by agent will be a telephone speed dialed panic alarm and notification service. Agent will direct customers to Company’s website, www.ThePanicAlert.com, either directly, or via linking from Agent’s own website(s). Customers referred via Company provided secure web link from Agents own domain(s) will automatically tag to Agent’s base. Customers manually arriving at Company’s website will need to enter referring Agent’s ID number at time of purchase. Company has a mandatory field at signup, to help ensure compliance.
All customers submitted by Agent for service are subject to approval by Company. Company retains the right to accept, decline, or terminate any customer, at any time, for any reason. Company will have total, and final authority to resolve any disputes between its subagents, if 2 or more subagents claim the same customer.
All sub-agents of Agent will be required to adhere to all provisions of this agreement, especially, but not limited to the above paragraph referencing the manner in which The Panic Alert product is marketed. Agent will incorporate all terms and conditions of this document into any of its own sub-agent agreements. Company has the right to terminate or refuse to accept orders from: any of Agents sub-agents at any time.
Agents and their sub-agents are expected to enroll in the service, during the first 30 days, in order to properly understand the product use and procedures.
Agent agrees to present services to customers in a manner consistent with Company’s written marketing plans and documents, which will be provided to Agent. Any and all modified, or independently produced marketing materials used by Agent must be pre-approved, in writing, or via email, by Company. This will include, but not be limited to: Company designed or provisioned linked websites, PowerPoint’s, flyers, handouts, telemarketing scripts, web content, and advertisements of any kind. Also, Agent will always act in a professional manner, and will not misrepresent Company’s service in any way. Any violation of this section will be considered a material default of this agreement.
Agent commissions will continue for as long as Company gets paid on any Agent account. This clause will survive contract term, so long as agent is not in material default of this agreement. Commissions will be sent to Agent within 20 days after billing month end. Company, at its sole discretion, will consider faster payment timeframes.
Any obligation of Company to pay Agent hereunder is expressly made contingent upon receipt of payment for monthly services, from customer, and from the appropriate credit card, or banking debit entity. Company has the right to recoup any agent commissions previously paid on accounts which become uncollectable, or are charged back by any billing entity.
The term of this agreement will be 1 year, and will then automatically renew for successive 1 year periods. Either party may terminate this agreement at any time, with 30 days written notice.
Agent hereby indemnifies and holds Company harmless from and against all claims, liabilities, losses, damages, and expenses suffered or incurred by Company arising out of Agents actions.
Agent agrees not to sell, market, or develop any similar service, while working as an agent for Company. This non-compete clause will be enforceable for the entire term of this agreement, including renewals, and also for an additional 24 months after agreement termination.
All notices shall be delivered certified, registered, or by overnight carrier to the addresses listed herein and shall require a signature upon delivery.
This represents the entire agreement between the parties and no representations or warranties have been made or relied upon except as contained herein.
This agreement shall be governed and construed in accordance with the laws of the state of Connecticut. The parties agree to a Connecticut jurisdiction for any dispute. The sole remedy for any dispute shall be via arbitration according to the rules of the American Arbitration Association.
All information which one party acquires during the term of this agreement concerning the accounts of the other party shall be held by such party in trust, and each party shall use its best efforts to maintain in confidence such information, and prevent disclosure to any person or carrier not designated under this Agreement.
Agent acknowledges it has read the company website terms and conditions, located at:. http://www.thepanicalert.com/termsandconditions.html Agent will always describe or market our product(s) consistant with this terms and conditions doocument, including any future revisions which may be posted.
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