Business Partner Agreement
This Agreement contains the complete terms and
conditions which you (the "Partner") agree to be bound
by as a participant in the AccessDome.com ("Access") partner
program (the "Program") and which shall apply once your
application to participate in the Program has been accepted by Access.
ARTICLE 1. Introduction
1.01 Access is the sole and exclusive owner
of all right, title and interest including all intellectual property
rights in and to the contents, logos, style, design, look and feel,
trade names and trademarks to a certain Program (including and all
future versions thereof) called "AccessDome Partner Program"
1.02 Access intends to promote the Program
electronically using, in part, third party Partners who will promote
the Program via e-mail including links to Access Web site.
ARTICLE 2. Participation & Representation
2.01 Access hereby grants to the Partner
the non-exclusive and revocable right to market and advertise the
Program and to establish links to Access Web site, the whole in
accordance with this Agreement.
2.02 The Partner shall diligently and continuously
market and advertise the Program through the Internet, at its sole
cost and expense.
2.03 The Partner represents and warrants
to Access that this Agreement has been duly and validly executed
and constitutes and shall continue to constitute a legal obligation,
enforceable in accordance with its terms.
ARTICLE 3. Partner Compensation
3.01 If, as a result of a direct advertising
effort of the Partner, a referred individual joins the Access Community
Membership Program (the "Member), Access shall pay the Partner
an amount determined in accordance with the Partner Compensation
Schedule which follows this Agreement and which forms an integral
part of it.
3.02 The Partner shall be responsible for
reporting the Compensation to its taxation authorities as required
by law.
3.03 Access shall post and maintain, on
a current basis, a designated password-protected Web page for each
Partner showing the Partner's participation in the Program including
number of community members referred by r/him and an estimate of
the Compensation owing to r/him. Access shall, on or about the 15th
day past the payment period of each 90 days, mail the compensation
representing the amount payable in the previous 90-day period together
with statistics of the number of referred Members. Partners may
receive the compensation in either US or Canadian funds. For administrative
convenience, Access will not issue checks less then $100.00 Canadian
dollars unless the Partner agrees to assume Access's cost of processing
the payment.
3.04 Upon written request and at the Partner's expense, the
Partner may cause Access's books and records to be examined by an
independent firm of chartered accountants to ensure compliance with
this Agreement. The firm of chartered accountants utilized shall
limit the scope of their examination to the relevant information
regarding the Compensation and shall keep private and confidential
all information obtained in the course of the said examination.
ARTICLE 4. Relationship of Parties
4.01 While the parties shall work hand-in-hand
for the benefit of both, the parties acknowledge and agree that
the Partner shall, from a legal perspective, act as and shall be
an independent contractor and not an employee or agent of Access.
Nothing in this Agreement shall create a partnership, joint venture,
agency, or franchise between the parties in the legal sense of these
terms. The Partner shall not sign any document in the name of or
on behalf of Access nor shall it hold itself out as being an agent
of Access or as having apparent authority to contract for or bind
Access.
ARTICLE 5. Limitations of Liability
5.01 In no event shall Access be liable
for special, incidental, consequential or punitive damages, including,
without limitation, any damages resulting from loss of profits,
loss of business or loss of goodwill arising out of or in connection
with this Agreement, whether or not such party has been advised
of the possibility of such damages. Access shall not be liable for
any damages if, for any reason whatsoever, its Web site fails or
is non-operational for any reason whatsoever.
ARTICLE 6. Terms of the Agreement
6.01 In the event that the Partner breaches
any of the undertakings or obligations set forth in this Agreement
and does not remedy same within 7 days notice from Access, it shall
automatically forfeit the compensation then receivable or receivable
at any time in the future. Access shall, in addition, have the right
to terminate this Agreement and shall retain all other rights and
remedies available to it at law or in equity.
6.02 This Agreement shall automatically
terminate if the Partner ceases to actively promote the Member program
for a period of 60 days. Access shall have the right but not the
obligation to terminate this Agreement with a Partner whose number
of Members registered is less than 150 in a 12-month period by giving
the Partner 30 days notice of termination. In such cases the compensation
owing, representing the sums earned shall be paid even after termination
of this Agreement. The Partner shall have the right to terminate
this Agreement at any time upon written notice to Access.
ARTICLE 7. Modification of Agreement
7.01 Access may, in good faith, modify any
of the terms and conditions contained in this Agreement (including
the Partner Compensation Schedule), at any time and in its sole
discretion, by posting a change notice or a new agreement on its
Web site. Any changes to the Compensation rate or terms shall only
come into force 30 days following posting. If any modification to
this Agreement is not acceptable to the Partner, its only recourse
is to terminate this Agreement. The Partner continued participation
in the Program following the said posting of a change notice or
new agreement shall constitute binding acceptance by the Partner
of the change.
7.02 If any of the provisions of this Agreement
are determined by a court to be unenforceable, they shall be severed
from this Agreement, and the remaining provisions shall remain in
full force and effect.
7.03 The Partner shall not assign, transfer
or convey this Agreement or any part thereof to any other party
without Access's consent, which shall not be unreasonably refused.
7.04 This Agreement shall ensure to the
benefit of and be binding upon the parties hereto and their respective
heirs, legatees, executors, legal representatives, successors and
assigns.
7.05 This Agreement represents the entire
agreement between the parties and supersedes all prior negotiations,
agreements and understandings, if any. For greater certainty but
without restricting the aforementioned, information contained in
any of the following shall not form part of this Agreement, namely:
descriptions of the Program (including the descriptions of Compensation
payable to the Partner) on Access's Web site(s); e-mail communications
from Access or from any of its employees, officers or directors;
in the Program, or in marketing/informational documents.
ARTICLE 8. Independent Investigation
8.01 The Partner acknowledges that it has
reviewed this Agreement and agrees to all its terms and conditions.
The Partner understands that Access may at any time solicit referrals
on terms that may differ from those contained in this Agreement
or operate Web sites that are similar to or compete with the Partner's
Web site. The Partner has independently evaluated the desirability
of participating in the Program and is not relying on any representation,
guarantee or statement other than as set forth in this Agreement.
ARTICLE 9. Miscellaneous Provisions
9.01 Any reference in this Agreement to
gender includes all genders and words importing the singular number
only shall include the plural and vice versa.
9.02 The insertion of headings and the division
of this Agreement into Articles and Sections are for convenience
reference only and are not to affect its interpretation.
9.03 Each of the parties hereto covenants
and agrees that it shall execute and deliver such additional agreements
and documents and do such acts and things as may be reasonably necessary
fully and effectually to carry out the intent and purpose of this
Agreement.
9.04 Time shall be of essence of this Agreement.
9.05 All notices, requests and other communications
shall be deemed to have been received when posted by Access on its
Web site. It shall also be deemed to have been received on the next
business day if transmitted by telecopier, e-mail or any other form
of electronic mail to the last known electronic address of the intended
recipient.
9.06 This Agreement shall be governed by
and construed in accordance with the laws of Ontario and the applicable
laws of Canada and all disputes concerning this Agreement and the
obligations assumed by the parties shall be resolved before such
courts. The parties have required that this Agreement and related
documents be drafted in English.
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