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TheChurchMall.com
Referral Affiliate Agreement
This Sales Referral Agreement (the “Agreement”) is
made as of _____________________________.
Between:
TheChurchMall.com is the internet extension of The
Church Mall, LLC. TheChurchMall.com is a privately owned company pursuant to the
laws of the state of Pennsylvania and having an office in Philadelphia, PA
(hereinafter referred to as the “TheChurchMall.com”).
OF THE FIRST PART
AND:
New Referral Agent (hereinafter referred to as the
“Affiliate”)
OF THE SECOND PART
WHEREAS:
A.
TheChurchMall.com is the business of providing certain web technological
services all as more particularly
described herein.
B.
Affiliate wishes to refer customers to TheChurchMall.com for said
services in consideration for a fee as provide for herein.
C.
TheChurchMall.com is desirous of having Affiliate refer customers to
TheChurchMall.com.
NOW FOR THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledge by the parties). TheChurchMall.com and the Affiliate agree as
follows:
1) Definitions. In this Agreement the following
definitions shall apply:
1. “Services Sold” shall mean
Services that a Customer has agreed to purchase and for which a deposit has been
received, and shall be subject to any adjustments to the scope and value of the
Service as may occur during the normal course of business.
2. “Active Qualifying Link” shall
man any link from Affiliate’s to TheChurchMall.com site using a URL provided
beginning from a customer’s initial contact with TheChurchMall.com site via a
link from the Affiliate’s site and terminating 30 days thereafter or when this
agreement expires or is terminated (the “Active Period”).
3. “Formal referral” shall mean
any referral received from Affiliate either through a web based form, fax
transmission, letter, phone call, or face to face communication.
4. “Customer” shall any party that
has previously been a customer of TheChurchMall.com and who, previously referred
by another of TheChurchMall.com affiliates, is no longer subject to the Active
Period of that referral.
5. “Services” shall mean the
digital media developments, enhancements, software and systems developed, resold
under license, and provide under consulting, development or personnel agreements
to Customers by our subcontracted or employed personnel. These services may
include, but are not limited to: web development, web page design, graphic
design, audio design, e-commerce programming, web mastering, copywriting,
videography, media preparation, documentation, research, consultation, merchant
reporting services, data analysis, database development, website hosting, file
transfer, publicity and public relations services, interactive media, email
access and promotions, credit card and other transaction processing systems,
shopping carts, catalog sales systems and other installations and maintenance.
6. “Copyrighted Material” means
all materials produced, authorized, originating from or otherwise created for
the benefit of TheChurchMall.com, the Affiliate and their sales representatives
with respect to the Services, including, without limitations, all audio-visual
materials, computer software, electronic files, graphic design, web files of any
nature, authorized, originated or created, all of which are deemed to be the
exclusive property of TheChurchMall.com.
2) Referral Fee. TheChurchMall.com shall pay
affiliate a referral fee equal to 3%(five percent) of the value of services sold
to a customer, within three months of the establishment of the customer and
.5%(one half percent) thereafter, (the “fee”). The fee shall be payable provide
the customer is referred by affiliate to TheChurchMall.com through an Active
Qualifying Link of Affiliate’s, or by submitting a formal referral. The fee
should be due to Affiliate for any services sold to a customer during the active
period. All determinations of Qualifying Links and the fees due will be made by
TheChurchMall.com and will be final binding on Affiliate. The fee will not be
payable to Affiliate, if in the sole discretion of TheChurchMall.com the party
being referred is an associate of Affiliate and not a bona fide customer.
3) Fee Payment. The payment of the fee shall
be made monthly, and shall be made in the month in which final payment for the
services sold is received from the customer. If the fee do to an affiliate in
any month is less than $50, TheChurchMall.com shall accrue that fee and make
payment when the total fee due is $50 or more. Affiliate responsible for any
and all expenses incurred by Affiliate in connection with the referral services
contemplated hereby.
4) Fee Calculation. The fee shall be
calculated on the net amount billed by TheChurchMall.com for the services sold
and no fee shall be paid with respect to charges for sales taxes, C.O.D.’s,
insurance, important duties and the like. Should TheChurchMall.com be required
to refund any or all the charges for services sold to customer, for whatever
reason, then Affiliate shall be responsible for their pro-rata share of any
refund.
5) Termination. Either party may terminate
this agreement at any time upon notice to the other party. If this agreement is
terminated by either party, all affiliate’s rights to fees in connection with
customers accounts which were referred to TheChurchMall.com prior to such
termination shall be vested and TheChurchMall.com shall pay such fees under the
terms of this agreement not withstanding said termination. No fees shall be
payable by TheChurchMall.com with respect to customer accounts which are
referred to TheChurchMall.com after termination of this agreement. Upon
expiration or termination of this agreement for any reason, the Affiliate shall
immediately cease the use of the Copyrighted materials and shall return to
TheChurchMall.com all such Copyrighted Materials.
6) Affiliate Representation. Affiliate agrees
to:
1. Not interfere with the delivery
of services caused by action or inaction as the case may be.
2. Accurately represent the
services to Customers or potential customers, without any unsubstantiated
claims.
3. Not misrepresent the source of
the services.
4. Not use Spam or any unethical
or objectionable marketing practices to promote the Services.
5. Submit all materials related in
any way to the promotion of the services for the approval of TheChurchMall.com
prior to use, such approval will not be unreasonably withheld.
7) Best Efforts. TheChurchMall.com shall use
it’s best efforts, using the latest known technology to identify the referral
source of any Customer.
8) Referral Ownership. Affiliate hereby
assigns ownership of the customer to TheChurchMall.com and furthermore
relinquishes any past, present or future rights to the ownership of the
customer, except as provided for herein. For clarification purposes, Affiliate
shall take all direction from TheChurchMall.com regarding any further
communication with the customer; will not interfere with TheChurchMall.com
decisions or actions relating to the services provided to customer and will
cooperate fully with TheChurchMall.com regarding TheChurchMall.com’s future
relationship with customer.
9) Independent Contractors. The parties
acknowledge and understand that each party is an independent contractor. This
agreement shall not create nor be construed to create an employee/ employer,
agent/ principal, partnership or joint venture or any other relationship between
TheChurchMall.com and the Affiliate, other than that of the independent
contractor. Further, neither party has an authority whatsoever to represent to
any party that it is the other’s attorney-in-fact or to act on behalf of or bind
the other party in any capacity or way.
10) Entire Agreement. The terms and
conditions herein contained constitute the entire agreement between the parties
and supersede all previous communications whether oral or written between the
parties hereto with respect to the subject matters.
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