Performance Prevails Affiliate Agreement
Please review and complete the form at the bottom of the page.
AGREEMENT made by and between Performance Prevails, LLC, (“PPL”), and “Affiliate.”
WHEREAS, PPL is the developer, proprietor and service provider of (the “Product”) which is more fully described in the addendum; and
WHEREAS, PPL is willing to allow Affiliate to advertise and market Product’s, subject to the conditions herein set forth; and
WHEREAS, Affiliate is willing to advertise and market the Product, subject to the conditions herein set forth; and
WHEREAS, Affiliate has developed over the years substantial expertise in marketing, goodwill and a list of contacts, which it considers an asset of great value and which it shall use in its methods of distribution, marketing and sales.
NOW, THEREFORE, in consideration of the above and other valuable consideration, the parties hereby agree as follows:
ARTICLE I. LICENSE
1.1. Effective as of the date of this Agreement, PPLgrants to Affiliate the non-exclusive, non-divisible, non-transferable right to advertise and market, and Affiliate hereby accepts and undertakes to exercise reasonable diligence in marketing the Product using its expertise, goodwill and contacts.
1.2. PPL’s grant to Affiliate of the license to market Products will be only for so long as this Agreement remains in effect. If this Agreement is terminated for any reason whatsoever, Affiliate shall stop marketing the Product.
1.3. Nothing in this Agreement shall be construed to create the relationship of employer and employee between the parties hereto. Affiliate shall be deemed to be an independent contractor.
ARTICLE II. DUTIES AND COMPENSATION
2.1. Affiliate agrees to apply its marketing efforts by promoting the Product to its list, social media, blogs, Facebook Lives, website, and through various marketing efforts available.
2.2. PPL agrees to maintain, service and support the Product on a daily basis by providing professional hosting, maintenance and customer support services (Monthly Support) to customers generated through Affiliate’s efforts. All services will be provided in a reasonable and timely manner.
2.3. PPL shall process all Product orders generated by Affiliate and shall undertake all administrative functions in connection with the sale of the Product. PPL shall deliver any digital promotion (ebooks) to prospects and customers (electronically) and physical products via standard shipping practices.
2.4. PPL agrees to compensate Affiliate by paying the agreed upon referral commission based upon the affiliate campaign for specified month(s) based upon sale of net sale price (less discounts, taxes and shipping) of sale price per referred lead by Affiliate that PPL closes:
2.5. Compensation payable pursuant to this Agreement shall be paid by PPL to Affiliate at the address indicated below Affiliate’s signature at the end of this Agreement or as otherwise directed in writing. All commissions earned during a monthly period will be paid out on 10th day of the subsequent month. PPL reserves the right to delay issuance of commission checks until the balanced owed Affiliate reaches $100.00 (minimum payout).
2.6. PPL shall keep accurate records regarding the revenues generated from Sales of the Product under this Agreement, as well as the quantity of the Product sold through such sales. PPL shall provide real-time reporting to Affiliate of revenues generated through Affiliate’s efforts.
2.7. PPL will not pay commissions on the following: taxes, shipping, handling fees. Any product promotion or discount will be netted against price resulting in the net price to apply compensation.
ARTICLE III. MARKETING MATERIALS
3.1. Affiliate may advertise and market the Product in any manner which it, in its sole discretion deems appropriate except that Affiliate shall comply with all laws in effect, and Affiliate shall furnish copies of ad materials upon PPL request. Any marketing materials created jointly by PPL and Affiliate may be used by PPL in its own marketing. PPL will provide landing pages and other materials for Affiliate to utilize.
ARTICLE IV. USE OF AFFILIATE’S CUSTOMER LIST AND EXPERTISE
4.1. Any customer lists, expertise or other information of a technical or business nature (the “Confidential Information”) disclosed hereunder by Affiliate to PPL with respect to the services performed is acknowledged and agreed to be disclosed on a confidential basis and is not to be disclosed to anyone outside PPL ‘s organization without the express authorization of Affiliate unless the Confidential Information has been made generally available to the trade. Furthermore, disclosure of the customer list shall not give PPL any rights of ownership in the customer list. PPL cannot use Affiliate’s list for any purpose, unless authorized by Affiliate.
Individual customers who purchase products from PPL will become a direct customer of PPL. PPL will have the expressed right to market future products and services to said customers.
ARTICLE V. TERM & TERMINATION
5.1 Except as otherwise provided herein, this Agreement shall remain in full force and effect for a period of one (1) year, and shall automatically renew each year on the anniversary date hereof. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time without cause upon thirty (30) days written notice. If terminated, all compensation from Sales of the Product will be due to Affiliate.
5.2 In the event that either party fails to comply with any provision of this Agreement, the other party may terminate this Agreement by giving written notice to the defaulting party; but if the defaulting party shall correct such default to the reasonable satisfaction of the non-defaulting party within ten (10) days of the delivery of such notice, the notice shall be of no further force or effect and this Agreement shall not be terminated by such Notice.
ARTICLE VI. WARRANTIES AND INDEMITY
6.1. Neither party makes any warranties with respect to the use, sale or other transfer of the Product by the other party. In no event will Affiliate be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Product. Affiliate specifically disclaims any express or implied warranty. Affiliate assumes no liability to PPL or third parties with respect to the services rendered by Affiliate, and PPL will indemnify and hold harmless Affiliate against any and all claims, actions, suits, and liabilities against Affiliate involving Product. However, to the extent such claims are based on the method of marketing employed by Affiliate, Affiliate shall indemnify and hold PPL harmless from any claims, actions, suits, liabilities, including reasonable costs of defense and attorneys’ fees arising therefrom.
ARTICLE VII. OWNERSHIP RIGHTS
7.1 Except as otherwise provided herein, this Agreement shall remain in full force and effect for a period of one (1) year, and shall automatically renew each year on the anniversary date hereof. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time without cause upon thirty (30) days written notice. If terminated, all compensation from Sales of the Product will be due to Affiliate and all applicable ongoing monthly fees will be paid to Affiliate on an ongoing basis.
ARTICLE VIII. CONSULTATION AND COOPERATIVE EFFORTS
8.1. Affiliate may from time to time request PPL to permit technically qualified representatives of Affiliate to confer with or visit the manufacturing facility of PPL products. PPL will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which PPL shall comply with such requests made by Affiliate shall be left to the sole discretion of PPL.
8.2. PPL may from time to time request Affiliate to permit technically qualified representatives of PPL to confer with or visit the offices of Affiliate for the purpose of consulting with Affiliate and studying the methods and techniques related to the marketing of the Product. Affiliate will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which Affiliate shall comply with such requests made by PPL shall be left to the sole discretion of Affiliate.
ARTICLE IX. AGREEMENT CHANGES
If Affiliate decides to cancel agreement or modify agreement, Affiliate must contact the following email, and changes will transpire 30 days of receipt: firstname.lastname@example.org.
ARTICLE X. GENERAL PROVISIONS
9.1. Entire Agreement. This instrument contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
9.2. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
ARTICLE XI. PRODUCT COMPENSATION
Affiliate will receive 20% of net product orders, resulting from Affiliate’s marketing. Re-orders from prior Affiliate marketing will continue to receive compensation during the duration of contract. Affiliate orders will be tracked by a URL landing page and URL tracking. In the event of any compensation updates, new product introductions, or updates, PPL will provide an email notification to affiliate with new updates.
iMov LLC Minimum Advertised Price (MAP) Agreement
iMov LLC is focused on maintaining high margins for our wholesale and distributing partners. In recognition of the investment in time and resources required for our partners to provide the level of customer service and product knowledge expected from our customers, iMov LLC is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products. iMov LLC has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of Optivida Health brand products. All Optivida Health brand Authorized Resellers must agree to the terms and conditions of the following MAP Policy.
iMov LLC’s MAP Policy Guidelines for Optivida Health Products
MAP pricing for all Optivida Health products can be found on your current price list. All advertised prices must be at or above MAP for all Optivida Health products if a MAP price has been established by iMov LLC. Resellers are not required to list prices in advertising. If a price is listed in an advertisement it must be at or above MAP. Other statements such as “call for price” or “call for quote” are acceptable and permitted.
Resellers are also responsible for ensuring their Optivida Health Brand Mount pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. iMov LLC’s MAP policy for all Optivida Health products apply to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.
From time to time, Optivida Health may permit resellers to advertise MAP Products at prices lower than the MAP price. In such events, Optivida Health reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.
iMov LLC’s MAP Policy does allow resellers to omit pricing entirely from advertisements and/or advertisement statements such as “Call for Price” or “Call for Quote.” However, listing a price with an “Instant $X savings” or similar is not acceptable.
Free Offers Associated with Optivida Health Products
Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAP.
All Optivida Health Products Price Matching Policies
Price matching policies are acceptable. Price matching cannot be used as a valid reason for violations of iMov LLC’s MAP Policy. Advertised price must always be at MAP or higher.
Failure to Comply with the MAP Policy
At the sole discretion of iMov LLC, failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all Optivida Health products both direct as well as through distribution.
iMov LLC will utilize the following steps to resolve MAP violations:
- Any and all dealers selling Optivida Health products which have not signed an iMov LLC MAP Policy agreement are classified as Unauthorized Resellers.
- Distributors of iMov LLC are required to provide a signed MAP agreement from any dealer selling Optivida Health products. Unauthorized dealers should not be sold to or provided a feed from any distributor whatsoever.
- Violations from Authorized Resellers will need to be corrected within 24 hours of notification.
- First Violation: Authorized Reseller’s account will be put on hold temporarily and a written warning will be provided. MAP violations must be corrected within 24 hours. Upon correction and following 30 days of compliance, violation will then be cleared.
- Second Violation: Authorized Reseller’s account will be put on hold for 30 days.
- Third Violation: Authorized Reseller’s account will be put on hold for 180 days. After this duration, iMov LLC will review and determine if account is to be reinstated.
- Fourth Violation: Should iMov LLC decide to reinstate an Authorized Reseller who has previously demonstrated a third violation, yet violates a fourth time, the account will be unauthorized indefinitely.
iMov LLC will issue a new price list upon the first day of each quarter, based on a calendar year. Pricing must be updated immediately upon receipt.***
MAP Policy Confirmation Agreement
This iMov LLC MAP Policy and Confirmation Agreement is made on the date of this submission by and between, iMov LLC and the partner.
iMov LLC places great value on the efforts of all resellers to represent our products and support their customers. Our MAP policy is intended to encourage competition for the sale of iMov LLC products in a manner that is consistent with the long-term interests of our customers. We are sure that you share our commitment to customer satisfaction and as such, we ask that you acknowledge by signing this MAP confirmation agreement.
Thank you for your prompt attention to this matter, and your continued support for iMov LLC products.
Reselling on Amazon and Ebay is strictly prohibited without written consent from iMov LLC. Violation of this policy is grounds for immediate account suspension.
Read and Understood: