RURAL AMERICA ONSHORE OUTSOURCING, Inc.
Authorized Sales Partner Agreement
ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOU BY CLICKING THE "I AGREE" BUTTON DISPLAYED HEREWITH. YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT GOVERNING THE RURAL AMERICA ONSHORE OUTSOURCING, INC. AUTHORIZED SALES PARTNER AGREEMENT. SALES PARTNER BEFORE CLICKING "I AGREE." BY CLICKING "I AGREE" YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN YOU MUST CLICK "I DECLINE" AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE RURAL AMERICA ONSHORE OUTSOURCING, INC. AUTHORIZED SALES PARTNER PROGRAM.
This Rural America OnShore Outsourcing, Inc. Authorized Sales Partner Agreement ("Agreement") is entered into as of the date that this Agreement is accepted by Rural America OnShore Outsourcing, Inc. as set forth below after you (hereafter referred to as "you" or "Sales Partner") click "I Agree."
This Agreement is between Sales Partner and Rural America OnShore Outsourcing, Inc., a Delaware corporation ("RAOO"), with its headquarters located at 1413 22nd Street, Suite 100, Two Rivers, WI, 54241.
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These terms and conditions shall constitute the entire agreement between RAOO, and the participating Sales Partner governing participation as Sales Partner in the RAOO Authorized Sales Partner Program (the "Program").
1. Enrollment
1.1. To begin the enrollment process, Sales Partner will be required to submit a complete and accurate application on RAOO's website.
1.2. Sales Partner understands and agrees that RAOO may reject applications by any applicant to the Program at any time and for any reason.
2. Sales Partner Program
2.1. Sales Partner shall have the right to promote and market the RAOO products and services in accordance with this Agreement.
2.2. Any Sales Partner engaging in online advertising MAY NOT use RAOO trademarks or RAOO's copyrighted material except as authorized herein (no use of "Rural America" or "Rural America OnShore Outsourcing" in sponsored links, purchased keywords, URLs, etc.)
3. Term and Termination
3.1. The term of this Agreement will begin upon acceptance of Partner's application and will end when terminated by either party. Sales Partner may terminate this Agreement at any time, with or without cause, by giving RAOO written notice of termination via e-mail. RAOO may terminate this Agreement with a written 30 day notice.
4. Commission
4.1. RAOO shall pay Sales Partner a LEVEL 1 or Level 2 type commission pursuant to the table below on the initial twelve (12) month purchase of products and services for collected revenue arising from leads generated through the Partner's participation in the program if the purchase takes place within six (6) months of the lead being registered. All commissionable transactions must be completed using RAOO- approved order forms, license agreements, statements of work, and documentation. In the case of any dispute related to whether a lead was generated by a certain Partner, RAOO shall resolve all such disputes in its sole discretion, provided that a reasonable basis for such resolution is provided to all concerned parties.
LEVEL 1
Type of lead: Qualified lead (company name, contact information; is the decision maker; meets RAOO client criteria of Revenue Size and Industry as defined on Program web site (www.ruralamericaonshore.com/salespartner)). RAOO shall diligently work to turn a qualified lead into a qualified opportunity and then close a sales transaction within six (6) months for a LEVEL 1 commission; any qualified lead that does not do so during that period will not be eligible for a commission.
Commission: 5% of the qualifying purchase. Maximum commission on a single transaction: None.
LEVEL 2
Type of lead: Qualified Opportunity. A qualified opportunity must have had a complete needs assessment conducted by Sales Partner and delivered to RAOO in written form via email to RAOO's satisfaction. RAOO shall diligently work to close a sales transaction with the qualified opportunity within sixty (60) days, and any qualified opportunity that does not do so during that period will not be eligible for the LEVEL 2 commission and will be then subject to the LEVEL 1 qualification criteria.
Commission: 10% of the qualifying purchase.
Maximum commission on a single transaction: None
4.2. Commissions shall be paid in the form of a check mailed to the physical mailing address supplied by Sales Partner as a part of the application.
4.3. Commissions shall be paid approximately fifteen (15) days after the last day of a given calendar month in which qualifying client payment is made to RAOO. No payment shall be made where a client payment is not received.
4.4. RAOO will not pay commissions on any bookings or revenues that occur:
4.4.1. before the Sales Partner is accepted into the Program; or
4.4.2. after termination of this Agreement, or
4.4.3. as a result of the sale of any additional products and services other than RAOO products and services, or
4.4.4. as a result of the sale of additional RAOO Product and services subsequent to the original purchase.
4.5. RAOO reserves the right to withhold and/or cancel commission payments due and owing to a Sales Partner at any time, when Sales Partner is in breach of this Agreement.
5. Marketing
5.1. Upon request, RAOO will provide marketing materials created for use with the Program ("Marketing Materials").
5.2. Sales Partner may use Marketing Materials in Internet marketing, including at a Partner's web site. RAOO may change or revise the content of the Marketing Materials at any time, and Sales Partner agrees to use best efforts to deploy the most recent version of any Marketing Material.
5.3. Sales Partner may not alter, modify and/or otherwise change the Marketing Materials. Sales Partner may only use Marketing Materials supplied by RAOO. Use, or the attempted use, of any other marketing materials in connection with the Program will result in the immediate termination of the Partner's status, without notice.
6. Compliance and Confidentiality
6.1. Sales Partner will comply with all applicable state and federal laws, rules and regulations (including the Can-Spam Act of 2003, as amended from time to time, if applicable), with respect to the Program.
6.2. The parties agree that any Confidential Information provided under the Agreement will be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information. "Confidential Information" means the information and materials noticed or marked by RAOO or Sales Partner as confidential and proprietary. "Confidential Information" does not include information that (a) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (b) becomes publicly known without fault of the receiving party, (c) is independently developed by the receiving party, (d) is approved for release in writing by the disclosing party, (e) is disclosed without restriction by the disclosing party to a third party, or (f) is disclosed pursuant to legal obligations beyond the control of the disclosing and receiving parties.
7. Indemnification
7.1. Sales Partner agrees to indemnify, defend and hold RAOO and its officers, partners, managers, employees (collectively, the "Covered Parties"), harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys' fees, court costs and/or settlement costs) arising from:
7.1.1. Partner's breach of this Agreement and/or any representation or warranty contained herein;
7.1.2. Partner's participation in the Program, in any manner whatsoever;
7.1.3. Any allegation that Sales Partner has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; or
7.1.4. Any third party claim related to the Sales Partner web site, Partner's marketing, or e-mail marketing practices.
8. Disclaimers/Limitation of Liability
8.1. THE PROGRAM, PROGRAM WEB SITE AND MARKETING MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED. THE PROGRAM, PROGRAM WEB SITE AND MARKETING MATERIALS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. RAOO HAS NO LIABILITY, WHATSOEVER, TO SALES PARTNER OR ANY THIRD PARTY, FOR PARTNER'S USE OF, OR INABILITY TO USE, THE PROGRAM, PROGRAM WEB SITE AND MARKETING MATERIALS.
8.2. ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE PROGRAM, PROGRAM WEB SITE AND MARKETING MATERIALS IS EXPRESSLY DISCLAIMED. SALES PARTNER UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE PROGRAM AND ACCESS AND/OR USE OF THE PROGRAM WEB SITE AND MARKETING MATERIALS IS DONE SOLELY AT PARTNER'S OWN DISCRETION AND AT PARTNER'S OWN RISK.
8.3. UNDER NO CIRCUMSTANCES SHALL RAOO AND THE COVERED PARTIES BE LIABLE TO SALES PARTNER OR ANY THIRD PARTY IN ANY MANNER WHATSOEVER ARISING FROM PARTNER'S PARTICIPATION IN THE PROGRAM.
9. Changes to Agreement.
RAOO reserves the right to add or modify the terms of this Agreement or the terms of service, by posting a revised agreement containing such additions and/or changes ("Changes") on RAOO's website. RAOO shall provide Sales Partner notice of such Changes, and such Changes will become binding on Sales Partner (and incorporated hereby by reference) upon RAOO's publishing such terms on its website; provided that Sales Partner has not notified RAOO in writing of its disagreement with any Changes within thirty (30) days after such publication. If Sales Partner disagrees with any Changes, Sales Partner's sole remedy is to terminate this Agreement in accordance with Section 3.1. Changes may include, without limitation, changes in the commission structures, payment procedures and other program related policies.
10. Non-Solicitation
Except as either party expressly authorizes in writing in advance, during the term of this Agreement and for a period of six (6) months thereafter, neither party shall solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the other party's personnel which has performed services in connection with the partnership. This shall not apply to those persons who either party retires, fires, lays off, furloughs, or makes redundant.
11. Press Release.
11.1 You acknowledge and agree that RAOO may list you on its website in RAOO Sales Partner Directory along with or without a brief description of your company/business and a link to your website all as provided by you and as accepted by RAOO. Neither Party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written consent of the other Party (which may be obtained via email), provided this section shall not in any way restrict either Party from complying with any law, court order, regulation or other governmental demand or request for information.
12. Miscellaneous.
12.1. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
12.2. RAOO and Sales Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Sales Partner has no authority to make or accept any offers or representations on behalf of RAOO. Sales Partner is prohibited from making any statement, whether on the Sales Partner web site or otherwise, that could possibly contradict anything in this Section.
12.3. To the extent that anything in or associated with the Program web site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.
12.4. Any failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
12.5. Choice of law and jurisdiction for this Agreement shall be the state of Wisconsin of USA. To the extent their exclusion is permissible, the terms of the United Nations Convention on the International Sale of Goods will not apply, even where adopted as part of the domestic law of the country whose law governs this Agreement.
SALES PARTNER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON CLICKING "I AGREE" ON BEHALF OF SALES PARTNER HAS BEEN AUTHORIZED TO DO SO. SALES PARTER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
(revised August 2010)
