This Affiliate Agreement, hereinafter referred to as “AGREEMENT” is entered into between BryteBridge Consulting LLC., a Florida Limited Liability Company, having its principal place of business at 2151 Consulate Drive, Suite 13, Orlando, FL 32837, hereinafter referred to as “BryteBridge” or the “Company”, and the “affiliate” or "consultant".
1. COMPANY SERVICES. BryteBridge provides over 30 services to businesses nationwide, these include but are not limited to; web design, marketing business plans, incorporations, bookkeeping, and more. Through our non-profit division, CharityNet USA and ChurchNet USA we provide services that include but are not limited to 501(c)3 services, grant writing and related services. The Company retains all other rights, including without limitation, the right to add, delete, discontinue or modify products, prices, discounts and the right to deal directly with all customers.
2. TASK. Consultant will promote the Company services to local prospects and encourage such prospects to become clients.
3. SERVICE PROCESS. All service orders are subject to terms and conditions along with payment and refund policy posted in our website and signed by the client. Affiliates will not be involved in the service process and will be notified on order completion or discrepancies. Clients who expect more services may be subject to additional fees or our cancelation policy. All client orders not paid in full must be entered in our ordering system and subject to automatic billing.
4. RELATIONSHIP. Affiliates are independent contractors, operating as a sole proprietor, LLC or corporation in good standing with local government. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO THE CONTRARY. The Affiliate, its directors, employees, shall not be considered an employee or franchisee of the Company for any purpose and shall not have the authority to bind the Company in any contract with any third party, or make promises or warranties on the Company’s behalf, unless otherwise provided in the AGREEMENT. At all times the Affiliates shall operate as its own legal entity and limited to the scope of products and services outlined in this AGREEMENT. BryteBridge gives no rights for products and services beyond this AGREEMENT.
5. TAXES. BryteBridge will not be responsible for any payroll taxes, FICA, Social Security or Medicare withholdings. BryteBridge will only be furnishing 1099’s at the end of the calendar year. If you have any questions regarding this matter please seek the advice of a tax professional. Affiliates acknowledge that all income are gross payments and assumes responsibility for all state and federal income taxes and social security. Affiliates agree to abide by all applicable laws and to check with the applicable government authority regarding Local government licensing and consumer protection laws.
F
6. TERM & TERMINATION. This Agreement is for a period of one (1) year from the date of this AGREEMENT with (1) year renewal options. The parties may terminate this AGREEMENT at any time for any reason upon their mutual written AGREEMENT. The Company may terminate this AGREEMENT upon written notice to Affiliate if the Company believes, in its reasonable discretion that Affiliate has violated this AGREEMENT, has committed fraud or is involved in any illegal acts of any nature or has made any false statements or in the performance of its duties hereunder. In the event of any material breach of this AGREEMENT, Affiliates or the Company shall have fifteen (30) days after receipt of written notice thereof to cure any such breach. Upon termination any possible residuals or future compensation will be cancelled. Company may also terminate agreement based on lack of orders or inactive affiliates within a six months period.
7. COMPENSATION. Affiliates shall be entitled to a sales commission of 25% of the order from the current list price. Affiliates may include a setup fee plus and consulting hours to each sale. All Payments will be made weekly after the Affiliate has earned $100 or more, based on collected sales and adjusted from any cancelations, charge backs or order modifications. Volume Bonus (5%) paid after $20,000 in collected sales each month. Sales volume bonus, residuals or internal add-on sales from BryteBridge Associates will be paid by the 15th of the next month. Residuals stop at order termination, end of agreement or one year from original order. Commission and bonus may vary based on promotional items, discounts or third party solutions, these items/services will be disclosed in our pricing sheet or promotional campaign.
8. AFFILIATE SIGN-UP. To join as a local consultant of BryteBridge, there is a nonrefundable fee of $199 plus $29 a month to cover cost of training, marketing materials and sales support.
9. TRAINING & MARKETING MATERIALS. Training and marketing materials includes product FAQ, videos, pricing, flyers, lead targets, sales resources and much more are featured in our online partner portal. Additionally we will supply a list of 250 local prospects, these will be provided at the rate of 50 at a time as orders are processed (5 Min). Affiliates shall be responsible for any additional expenses incurred and in the performance of the duties hereunder.
10. DENIAL OF WEBSITE ACCESS. BryteBridge is not liable for any direct or indirect loss of business resulting from failures, downtime, software, web page hosting, telephone lines, or internet due to third parties. Neither party shall be responsible for delays, failures or non-performance caused by acts of God, strike, or any other cause beyond the control of that party.
11. No Spam Policy. It is Company policy to prohibit unsolicited email (spamming) relating to the Company's products and services. The Company has a zero tolerance policy of spamming practices. Affiliates who violate the Company's "no spam policy" are subject to termination or suspension.
12. CONFIDENTIALITY. Affiliates acknowledges that during the engagement he/she will have access to and become acquainted with various trade secrets, innovations, processes, information and specifications owned by BryteBridge and/or third parties and used by BryteBridge in connection with the operation of its business. The Affiliate agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or use any of them on its website or in any manner, either during the term of this AGREEMENT or at any time thereafter, except as required in the course of this engagement with BryteBridge. All files, records, documents, information and similar items relating to the business of BryteBridge, shall remain the exclusive property of BryteBridge. The Affiliate shall not retain any copies of the foregoing without BryteBridge’s prior written permission. Upon the expiration or earlier termination of this AGREEMENT, or whenever requested by BryteBridge, the Affiliate shall immediately deliver to BryteBridge all such files, information, and other items in his or her possession or under his or her control.
13. COPYRIGHT. The content, organization, graphics, design, compilation, digital conversation and other matters related to the Products and/ or Services and the website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The posting of information or materials on the website or the use of the Products and/or Services and any manuals does not constitute a waiver of any right in such information and materials. No part of the information from BryteBridge can be redistributed, copied, or reproduced without prior written consent of BryteBridge. All information used by BryteBridge is protected by a compilation copyright in the United States of America Based on U.S. Copyright Law and may not be reproduced in whole or in part. Unless otherwise specified, no one has permission to copy or republish, in any form, any information used by BryteBridge.
14. USE OF MARKS. Affiliate acknowledges that the Company is the exclusive owner and authorized licensee of the various trademarks, service marks, copyrights, logos, names and designs (collectively, the “Marks”) used in connection with the Products as may be contained in materials Affiliate receives from the Company. Affiliate is in no way granted the right to use Company Marks. Affiliate shall not remove or alter Marks or other identifications used in connection with any Product or add any Marks or other identifications without the Company’s prior approval. Affiliate will not take any action, directly or indirectly, to register or cause to be registered any Marks or similar marks in its favor or in the favor of any third party.
15. GRANT OF LICENSE TO USE MARKETING MATERIAL. The Company grants Affiliates a nonexclusive, nontransferable, revocable license to use the Company’s Product promotional materials.
16. CONFLICTS OF INTEREST. The Affiliate represents that he or she 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.
17. NON-HIRE PROVISION. During and for a period of (18) months following the termination of the agreement, the Affiliate shall not, directly or indirectly hire, or encourage any employee, other independent contractors to leave BryteBridge employment.
18. COMPETITION. During the course of the AGREEMENT and for a period of (18) months immediately following the expiration or termination of the AGREEMENT the Affiliate will not, either directly or indirectly, interfere with BryteBridge’s contracts, clients and potential business relationships. Further, the Affiliate agrees that not to enter into this agreement with the purpose of learning trade secrets and strategies to then utilize these in competition with the Company. Similar services offered by the Affiliate that directly compete with BryteBridge must be disclosed in writing at the start of this agreement and may be excluded from this agreement if the Affiliate chooses to retain the production of these. Any attempt to circumvent BryteBridge and redirect orders to other sources that compete with the company will constitute a breach with automatic termination.
19. RIGHT TO INJUNCTION. The parties hereto acknowledge that the services to be rendered by the Affiliate under this AGREEMENT and the rights and privileges granted to BryteBridge under the AGREEMENT are of a special, unique and extraordinary value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Affiliate of any of the provisions of this AGREEMENT will cause BryteBridge irreparable injury and damage. The Affiliate expressly agrees that BryteBridge shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this AGREEMENT by the Affiliate. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that BryteBridge may have for damages or otherwise. The various rights and remedies of BryteBridge under this AGREEMENT or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
20. LIMITATION OF LIABILITY DISCLAMER. In no event shall the Company be liable for any indirect, incidental, or consequential damages, including lost profits in connection with any of the Products and/or Services provided by Company.
21. INDEMNIFICATION. Affiliates shall indemnify, defend and hold the Company, its shareholders, officers, directors, employees, affiliates and successors, harmless against any and all direct or indirect losses, damages, or expenses of whatever form that any of them sustain as the result of any acts or omissions of Affiliate or any of its shareholders, officers, directors, employees, including, but not limited to, (a) breach of this AGREEMENT, (b) intentional misconduct, or negligent or tortuous conduct; (c) statements not specifically authorized by the Company in writing; or (d) violation of any applicable law or regulation. With respect to claims by third parties against Affiliate, Affiliate agrees to defend, at Affiliate’s sole cost, and hold the Company harmless from and against any losses the Affiliate may suffer as a result of such claim or lawsuit.
22. REPRESENTATIONS AND WARRANTIES. Affiliates warrants, represents and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business.
23. NO SALES GUARANTEES. No sales guarantees are made verbally or otherwise, whatsoever. Actual results will depend on many factors such as product appeal, pricing, product knowledge, selling skills, networking, sales activity, advertisement, competitors and prevailing economic conditions among other conditions.
24. BREACH. Under the terms of this AGREEMENT, any party that fails to perform or fails to meet the obligations, rights and conditions of this AGREEMENT will constitute a breach.
25. DAMAGES DUE TO BREACH. Affiliate agrees that it would be impossible to measure or calculate damages to BryteBridge from any breach of the covenants set forth in this AGREEMENT. Accordingly, he or she agrees that any breaches to such covenants, BryteBridge will have, in addition other remedies available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach to specific performance of any such provision of this AGREEMENT.
26. ARBITRATION. In the event of a dispute regarding this agreement, the parties agree to mediate any conflict or claims arising out of this AGREEMENT by arbitration in accordance with the Commercial Rules of the American Arbitration Association. This is a good faith effort to settle any dispute without the excessive legal cost.
27. GOVERNING LAW. This AGREEMENT will be governed and construed in accordance with the laws of the State of Florida. Affiliate hereby expressly consents to the venue and personal jurisdiction of the state and federal courts located in Orange County, Florida for any possible lawsuit arising from or related to this AGREEMENT. In addition to damages the prevailing party is also entitled to all legal fees incurred.
28. SUCCESSORS AND ASSIGNS. All of the provisions of this AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and respective heirs, if any, successors, and assigns.
29. HEADINGS. Section headings are not to be considered a part of this AGREEMENT and are not intended to be a full and accurate description of the contents hereof.
30. ASSIGNMENT. The Affiliate shall not assign any of his or her rights under this AGREEMENT, or delegate the performance of any of his or her duties hereunder, without the prior written consent of BryteBridge.
31. NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing, if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.
32. MODIFICATION OR AMENDMENT. No amendment, change or modification of this AGREEMENT shall be valid unless in writing signed by the parties hereto. BryteBridge may make amendments and/or changes to this AGREEMENT at any time and will notify affiliates by email. By remaining active the Affiliate is agreeing to abide by the terms of the new AGREEMENT.
33. ENTIRE UNDERSTANDING. This document and any exhibit attached constitute the entire understanding and AGREEMENT of the parties, and any and all prior AGREEMENTs, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
34. UNENFORCEABILITY OF PROVISIONS. If any provision of this AGREEMENT, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this AGREEMENT shall nevertheless remain in full force and effect.
