MEET THE GIANTS AFFILIATE AGREEMENT

AGREEMENT made by and between Meet The Giants (trading name of Black Card Marketing Ltd.) ("Meet The Giants"), and "Affiliate."

WHEREAS, Meet The Giants is the developer, proprietor and service provider of Meet The Giants (the "Product") which is more fully described at www.meetthegiants.com; and

 

WHEREAS, Meet The Giants is willing to allow Affiliate to advertise and market the Product, 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 customers, 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, Meet The Giants grants 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 customer lists.

 

1.2. Meet The Giants’  grant to Affiliate of the license to market the Product 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 at all times 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 customers and prospects through various efforts, including but not limited to: e-mail messages, teleseminars, direct mail campaigns, fax broadcasts, website(s), seminars, blogs, and social media tools.

 

2.2. Meet The Giants agrees to maintain, service and support the Product on a daily basis by providing professional hosting, maintenance and support services (Monthly Support) to customers generated through Affiliate's efforts. All services will be provided in a reasonable and timely manner.

 

2.3. Meet The Giants shall process all Product orders generated by Affiliate and shall undertake all administrative functions in connection with the sale of the Product. Meet The Giants shall also deliver the Product to customers (electronically) and provide implementation and training services.

 

2.4. Meet The Giants agrees to compensate Affiliate by paying the agreed upon referral commission % set out in the table 1 at the end of this agreement.

 

2.4.1 Meet The Giants also agrees to compensate Level 2 (parent) Affiliate the agreed upon referral commission % set out in table 1 only when the Affiliate has requested in writing to become a parent and permission in writing has been granted by Meet The Giants
 

2.4.2 Meet The Giant reserves the right to change the Joining Fees and Monthly Fees at any time to reflect incentives and special offers necessary to the successful marketing of the product.

 

2.5. Compensation payable pursuant to this Agreement shall be paid by Meet The Giants to Affiliate at the address indicated  on the Affiliate sign up form on the Meet The Giants website or as otherwise directed in writing. All commissions earned during a monthly period will be paid out on the last day of the subsequent month. Meet The Giants reserves the right to delay issuance of commission checks until the balanced owed Affiliate reaches $150.00.

 

2.5.1 Should you choose to be paid commissions by any means other than Paypal, all administrative charges will be payable by you (and will be deducted from your commission if appropriate).

 

2.6. Meet The Giants 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. Meet The Giants shall provide real-time reporting to Affiliate of revenues generated through Affiliate's efforts.

 

2.7. Any custom work or paid support services beyond the normal monthly support fees performed by Meet The Giants for customers of Affiliate's Sales will be non-commissionable. All such revenues will be retained by Meet The Giants.

 

 

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 prior to the use of any marketing materials created by Affiliate, Affiliate shall furnish copies of said materials to Meet The Giants for its approval which approval will not be unreasonably withheld. Any marketing materials created solely by Meet The Giants or created jointly by Meet The Giants and Affiliate may be used by Meet The Giants in its own marketing.

 

3.2. Affiliate will permit duly authorized representatives of Meet The Giants to review with Affiliate at reasonable times, the methods in which the Affiliate advertises, markets the Product and Affiliate shall, upon request of Meet The Giants, submit to Meet The Giants or to its duly authorized representatives, samples of its advertising and marketing materials to be used in the course of rendering the services for the purpose of ascertaining or determining compliance with this Agreement.

 

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 Meet The Giants 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 Meet The Giants' 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 Meet The Giants any rights of ownership in the customer list. Meet The Giants cannot use Affiliate's list for any purpose, unless authorized by Affiliate.

 

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 made prior to the termination date 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, including warranties of fitness for purpose and merchantability. Affiliate assumes no liability to Meet The Giants or third parties with respect to the services rendered by Affiliate, and Meet The Giants 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 Meet The Giants harmless from any claims, actions, suits, liabilities, including reasonable costs of defense and solicitor’s 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 Meet The Giants to permit technically qualified representatives of Affiliate to confer with or visit the offices of Meet The Giants for the purpose of consulting with Meet The Giants and studying the methods and techniques related to the use of the Product. Meet The Giants will honour 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 Meet The Giants shall comply with such requests made by Affiliate shall be left to the sole discretion of Meet The Giants.

8.2. Meet The Giants may from time to time request Affiliate to permit technically qualified representatives of Meet The Giants 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 honour 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 Meet The Giants shall be left to the sole discretion of Affiliate.

 

ARTICLE IX.

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.

9.3. Choice Of Law And Venue. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

Table 1:

 

*Commissions are paid out monthly.