Definition of Lead and Lead Receiver’s Services.
For purposes of this Agreement, a “lead” shall be any potential client (the “Potential Client”) with an online sales business which expresses an interest in engaging Lead Receiver to train and coach the client to improve and optimize their online Amazon’s sales account (the “Lead”).
Lead Provider’s Services will be concluded only when Lead Provider provides Lead Receiver with a Lead who converts into a paying client (the “Client”) who retains Lead Receiver and pays Lead Receiver’s the full price for Lead Receiver’s Services. For purposes of clarification, Lead Provider’s Services shall be deemed concluded every time that Lead Provider provides Lead Receiver with a Client who engages Lead Receiver and pays Lead Receiver a full price for Lead Receiver’s Services.
Compensation of Lead Receiver and Method and Time of Payment.
Lead Receiver shall pay Lead Provider for Lead Provider Services Four Thousand Dollars ($4,000 USD) (“Lead Provider’s Fee”) in a lump sum payment for every Lead that Lead Provider converts into a Client for Lead Receiver. Lead Receiver will pay Lead Provider’s Fee only when Lead Receiver has been retained and compensated by the Client.
In the case in which Lead Provider acts as a liaison to connect the Lead with Lead Receiver, and the Lead Receiver’s sales team closes the sale with the Lead and converts the Lead into a Client of Lead Receiver, then Lead Receiver shall pay Lead Provider a lump sum payment of Two Thousand Dollars ($2,000 USD) (the “Reduced Lead Provider’s Fee”).
Lead Receiver shall pay the Lead Provider’s Fee and the Reduced Lead Provider’s Fee through PayPal or any other method of payment decided by Lead Receiver in its exclusive discretion. Lead Receiver shall pay Lead Provider on the following Friday after the Client has paid Lead Receiver in full and the payment has been received by Lead Receiver, unless Lead Receiver is experiencing any reasonable delays in its operations or the payment date falls on a federal holiday, in which case, the payment shall be made as soon as reasonably possible by Lead Provider or on the next business day if the payment date falls on a holiday.
Quality of Leads provided for Lead Provider.
Lead Provider will fully inform and educate any potential leads on the Lead Receiver’s Services. Lead Provider will also ensure that any Leads provided to Lead Receiver are serious leads who are genuinely looking to engage Lead Receiver’s Services.
Submission of Leads
Lead Receiver will inform Lead Provider of Lead’s Receiver’s preferred payment method for the Leads that convert into Client and shall provide Lead Provider with all such payment information. Lead provider shall give all Leads to be closed by Lead Provider Lead Receiver’s payment information. Additionally, for all Leads provided by Lead Provider to Lead Receiver, Lead Provider shall submit to Lead Receiver the following information on the Lead via e-mail or any preferred communication method selected by Lead Receiver in its sole discretion: name of Lead / Client, Lead / Client’s billing address, e-mail and phone numbers.
Exclusions.
Lead Provider shall be compensated only for Leads that Lead Receiver accepts after determining that the prospective Client is (1) neither an existing client nor an already existing prospective client; (2) after Lead Receiver has ensured that the Lead complies with Lead Provider’s guidelines and policies for new Clients and is a desirable Client to Lead Receiver, including that the Lead does not engage in the sale of any product which Lead Provider understands to be illegal, provocative or defamatory; (3) is not a front business (not actually engaged in the sale of products online business) or fake Lead or a shell entity whose sole existence is just meant to be a manner for Lead Receiver to gain access to Lead Provider’s Services for Lead Receiver’s sole interest or self-use.
Refunds by Lead Receiver to Client.
In the event in which Lead Receiver decides, at its sole discretion, to refund any or all fees paid by Client (only in those cases in which Client originated as a Lead from Lead Provider) to Lead Receiver within twelve (12) months from the moment Lead Provider converted the Lead into a Client of Lead Receiver, Lead Provider shall be fully responsible to return to Lead Receiver any Lead Provider’s Fee or Reduced Lead Provider’s Fee received by Lead Provider from Lead Receiver for the services performed hereunder.
Marketing Guidelines for Lead Provider.
Lead Provider shall advertise Lead Receiver’s coaching and training services through any advertising methods that Lead Provider deems advisable, including but not limited to social media or online ads, postings on social media platforms or websites, brochures, forums or word of mouth through Lead Provider’s network of vendors and/or clients and/or former clients, etc.
Lead Provider must promote and advertise Lead Receiver’s Services in an ethical and professional manner, following Lead Receiver’s guidelines and in compliance with all applicable laws and regulations. Lead Provider must use Lead Receiver’s approved marketing materials (whether such materials are provided directly by Lead Receiver or approved by Lead Receiver upon submittal by Lead Provider as described hereunder). If Lead Provider does not use Lead Receiver’s approved marketing or advertising materials, Lead Receiver may, at its sole discretion, immediately terminate this Agreement with Lead Provider upon written notice to Lead Provider.
If Lead Provider wishes a specific advertisement content to be approved by Lead Receiver, Lead Provider must submit such advertisement to Lead Receiver for approval prior to posting or publishing such advertisement content. Lead Receiver shall have a period of five (5) business days to approve such advertising material or content. Lead Receiver will communicate in writing its decision to approve or disapprove any specific advertising materials submitted by Lead Provider. If Lead Receiver does not specifically approve an advertisement content submitted by Lead Provider or does not respond to a request for approval by Lead Provider within the specified time, such content shall be deemed unauthorized or disapproved for posting or publication by Lead Receiver, and Lead Provider shall refrain from its publication.
Lead Receiver reserves the right to, at its sole discretion, for any cause whatsoever, and at any time during the term of this Agreement or any renewals thereof, give Lead Provider: a specific script, wording and/or design of advertising content that Lead Provider must use when advertising Lead Receiver’s Services; an instruction to Lead Provider to immediately cease advertising Lead Receiver’s Services in any specific manner or method of communication; or an instruction to immediately remove a specific post or advertisement or to immediately cease the printing of any written published materials and to destroy any previously printed marketing materials.
Lead Receiver may issue specific advertisement guidelines to Lead Provider which Lead Provider must use when advertising Lead Receiver’s Services.
Ownership Rights of Lead Receiver.
Except as specifically provided hereunder or as specifically expressed by Lead Receiver, Lead Provider shall not acquire any license, grant of use or ownership rights over the Lead Receiver’s coaching, training programs; Lead Receiver’s Clients or potential clients or leads lists or Lead Receiver’s vendor’s or affiliates’ lists; Lead Receiver’s data or business development information; Lead Receiver’s trademarks (whether registered at the time of execution of this Agreement or not) or trade names; or any methods of operation or know-how of Lead Receiver’s Services or Lead Receiver’s management.
Lead Provider hereby acknowledges that Lead Receiver shall be the sole owner of: 1) Receiver’s materials used for coaching or training, whether such materials are currently copyrighted or will be copyrighted in the future; and 2) Lead Receiver’s know-how, trademarks and trade names (whether trademarked at the time of this Agreement or later on), Lead Receiver’s customers, clients, potential clients and vendors’ lists.
Indemnification.
Lead Provider agrees to fully indemnify, release, hold free and harmless, and defend Lead Receiver and its affiliates, agents, assigns, members, owners, principals, representatives, employees, vendors, and independent contractors, from, any and all loss, damage, lawsuit, liabilities, costs, fees, fines, settlement or expense (including legal expenses and costs), as incurred, resulting from or arising out of any breach of this Agreement by Lead Provider’s or Lead Provider’s affiliates, and their agents, assigns, members, owners, principals, representatives, employees, vendors, and independent contractors, including by not limited to, any breach of Lead Provider’s representations and warranties in this agreement; or to any copyright or trademark infringement alleged by third parties; any third parties’ claims relating to any information or misrepresentations (or omissions) provided by Lead Provider to such third parties relating to Lead Receiver’s Services (or alleged services offered) or Lead Receiver’s pricing or methods of operation or services to Clients.
Nature of Relationship.
Neither party shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. Both parties acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that each is an independent contractor with respect to the services provided by it under this Agreement. Each party assumes full responsibility for the acts of its employees and for their supervision, daily direction, and control.
Representations and Warranties of Lead Provider.
Lead Provider hereby represents and warrants to Lead Receiver the following throughout the term of this Agreement and any renewals thereafter:
Lead Provider (if an entity) is lawfully formed entity which is currently active in the State of its incorporation and/or formation.
Lead Provider complies with all applicable laws, regulations, and ordinances in the performance of its operations.
Lead Provider hereby warrants that it will perform all the services described hereunder in accordance with all applicable laws, regulations, and ordinances.
Lead Provider will provide the services described hereunder with the reasonable care due under industry standards in which Lead provider operates.
Lead Provider will not misrepresent Lead Receiver’s Services to any third parties, whether through any means of advertisement or direct negotiations with such third parties.
Lead Provider will use Lead Receiver’s brand and trademark appropriately and in compliance with all of Lead Provider’s guidelines.
Lead Provider will not use Lead Receiver’s trademarks, trade names, copyrights, programs, manuals, content, brand, logos, know-how, marketing materials for any purposes other than performing Lead Provider’s obligations under this Agreement and only for any purposes authorized by Lead Receiver either in this Agreement or through an specific authorization in writing.
Lead Provider will not provide Lead Receiver any fake Lead meant solely to facilitate access for Lead Prover’s sole benefit to Lead Receiver’s Services.
Upon the execution of this Agreement, Lead Provider is not a party to any other agreement which prevents Lead Provider from performing its obligations under this Agreement.
This clause shall survive the termination of this Agreement.
Confidential Information.
Any confidential information of Lead Receiver, which, during the performance of its services hereunder Lead Provider may learn, including without limitation, pricing information, sales strategies, business development information, financial data, trade secrets, know-how, Lead Receiver’s clients, potential clients or leads, vendors and employees lists, policies, coaching or training materials, operation manuals, marketing materials, etc., as well as any other materials which could be reasonably considered confidential by any company similarly situated in the industry of Lead Receiver, and any documents specifically marked the Lead Receiver as confidential, shall be deemed “Confidential Information” for purposes of this Agreement, and shall be used by Lead Provider solely in the performance of its obligations and duties hereunder and is to be returned by Lead Provider to Lead Receiver (in any means then kept by Lead Provider) immediately upon the termination or expiration of this Agreement. The obligation of confidentiality contained in this clause shall survive the termination of this Agreement.
The Parties hereby agree not to disparage or impugn each other or their respective business, professional or personal reputation, character, integrity, or competence, and will not encourage or entice other persons to do so.
Term.
This Agreement shall commence on the Effective Date and shall continue for seven (7) years unless terminated in accordance herewith. At the expiration of the Agreement, it shall automatically renew for additional 5 year terms until either party provided 90 days’ notice before the end of a terms that they do not intend to renew.
Termination.
This Agreement may be terminated by either party on thirty (30) business days prior written notice to the other. Upon termination of this Agreement, Lead Receiver shall remain bound to pay to Lead Provider all commissions earned through termination.
Entire Agreement and Modifications
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement. No modification or amendment of this Agreement shall be deemed binding unless such amendment or modification is signed by both parties to this Agreement.
Disclaimer of Liability.
Lead Receiver shall not to be responsible or liable for any misrepresentations or false representations made by Lead Provider to potential clients or Lead(s), whether through any advertisement made by Lead Provider or directly in negotiations or conversations with the Lead, regarding Lead Receiver’s Services or prices or means of performing Lead Receiver’s services or reimbursement policies, or business strategies or methods of Lead Receiver.
Dispute Resolution, Venue and Attorney’s Fees.
This Agreement shall be governed by the laws of Florida and the United States, without regard to the conflicts of laws provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the State and Federal courts located in Broward County and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action.
The prevailing party in any legal action or lawsuit arising from the terms of this Agreement shall be entitled to the full reimbursement by the losing party all of its attorneys’ fees and costs incurred in any such legal action or lawsuit and any appeals thereof.
NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
Right to pursue equitable relief.
Lead Receiver shall be entitled to pursue any action in equity to enforce any of Lead Provider’s obligations hereunder, when appropriate. Such equitable relief shall be in addition to any appropriate remedy in law available to Lead Receiver.
Severability.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.
No Third-Party Beneficiaries.
The parties do not intend, nor shall any clause be interpreted, to create under this Agreement any obligations or benefits to, or rights in, any third party from either Company or Client.
Assignment.
Lead Provider shall not assign or transfer this Agreement without the previous written consent of Lead Receiver.
Successors in Interest.
This Agreement and all of the provisions hereunder shall be binding on the successors in interest and assigns of the parties.
Headings.
Section headings are for reference only and shall not affect the interpretation of this Agreement.
Counterparts.
This Agreement may be executed in any number of separate counterparts each of which when executed by and delivered to the other party shall be an original as against the party whose signature appears thereon, but all such counterparts shall together constitute one and the same instrument.
Non-waiver.
The repeated non-enforcement of a provision or part of a provision of this Agreement by Lead Receiver shall not be deemed a waiver of the right to enforce such provision or part of the provision by Lead Provider at any future time.