Joint Venture Agreement
THIS AGREEMENT is entered into as of the date of your submission of the JV Enrollment form (“Effective Date”). By clicking “JV â€˜LOCK-INâ€™ HERE>>” you are acknowledging that you have read and agree to the terms of this Agreement by and between affiliate (“JV Partner”) and Push Button Influence.com, LLC (“PBI”), hereinafter collectively referred to as “The Parties”.
- PBI’s Product(s)/Service(s). Consists of the Push Button Influence training program.
- List. JV Partner’s email list consists of their subscribed contacts (“List”).
- Offer. The Offer consists of the Push Button Influence training, which will be sold for $1,997 (“Offer”).
- JV Partner’s Relationship. JV Partner shall be an authorized PBI affiliate upon the Effective Date of this Agreement. No other relationship is herein construed, assumed, insinuated or established between the parties. The relationship between The Parties is solely limited to the purpose of JV Partner promoting the Offer in accordance with this Agreement.
- Marketing Responsibilities. The following responsibilities will be performed and/or provided at the responsible party’s expense.
- PBI to provide swipe copy to JV Partner for the presentation of the Offer via promotional emails to partnerâ€™s List.
- PBI to provide promotional copy to JV Partner for the presentation of the Offer via social media.
- JV Partner to send promotional emails to partner’s List per the recommended mailing schedule detailed on the PushButtonInfluence.com/JV website.
- JV Partner to place Offer-related promotional posts on preferred social media platforms.
- PBI to maintain and monitor all CRM activities and provide JV Partner with unique affiliate tracking codes for JV Partnerâ€™s use in conjunction with the promotion of the Offer.
- PBI to track JV Partnerâ€™s leads and sales activity.
- PBI to provide transaction processing for sales resulting from the Offer.
- PBI to be solely responsible for all customer service related activities including answering questions, honoring warranties and processing returns.
- Offer Period. The Offer Period shall be from 12:01am PST March 20th, 2016 until 11:59pm PST April 6th, 2016 (â€œOffer Periodâ€).
- No Exclusivity. This Agreement shall not be construed to be a commitment by either party to work exclusively with the other regarding joint ventures, affiliate marketing or any other business activity.
- Refund Period. PBI shall provide a 30-day money back guarantee for purchasers in conjunction with the Offer (â€œRefund Periodâ€).
- Commission. JV Partners shall receive a commission of 40% of the $1,997 Offer price, which is $798.80. Should JV Partner attain to-be-defined bonus sales levels, partner shall have the opportunity to earn up to 50% of the $1,997 Offer price, which is $998.50. Said compensation shall be based upon net revenue, defined as monies received for sales resulting from JV Partnerâ€™s promotion of the Offer during the Offer Period, excluding (i) returns, and (ii) any taxes, duties, or tariffs relating to the sale or licensing of the Offer (not including taxes based on PBI’s net income).
- Payment. PBI shall pay net revenue, as defined in Paragraph 9, due to JV Partner within 15 days after the Refund Period and provide a written summary of its calculations.
- CRM Tracking. PBI shall use its best efforts to maintain, analyze and rectify, if necessary, all JV Partner activities, inclusive of leads and sales, related to the promotion and Offer through its chosen CRM. CRM systems, however, are subject to technology glitches and, in some instances, leads and/or sales are not attributed to the correct JV Partner and/or accounted for whatsoever. PBI will use its best efforts to consistently ensure the accuracy of its, and its partnersâ€™, metrics. Under no circumstances shall PBI be held responsible for remuneration related to leads and/or sales commissions inaccurately tracked by its CRM.
- Expenses Not Shared. Each party will bear its own expenses and shall not share the burden of any/all activities conducted on its own, or otherâ€™s, behalf.
- Resolution Of Conflicts Regarding Commissions. PBI shall not be liable for more than one commission payment per sale. Third party commission claims shall be apportioned among the claimants as determined by the JV Partner in its sole discretion. PBI shall make a reasonable effort to consult with all relevant parties regarding any apportionment; however, the final decision regarding apportionment shall be final and PBI shall not be held liable, under any circumstances, for disputes relating to same.
- Confidentiality. Each party is prohibited from disclosing non-public confidential information regarding its products, pricing, and marketing plans. The receiving party agrees to use and disclose such confidential information from the disclosing party only for purposes of this Agreement. These restrictions will last for a period of three (3) years from the Effective Date; however, they will not apply to information that (i) is known to the receiving party prior to receipt from the disclosing party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.
- Limitation of Liability. EXCEPT FOR CLAIMS BASED ON A CONFIDENTIALITY VIOLATION, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except for claims based on a confidentiality violation, either party’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the greater of the sum total of commission payments paid or payable under this Agreement.
- Term and Termination; Survival. The initial term of this Agreement shall commence as of the Effective Date hereof and shall continue for a period of one hundred and eighty (180) days, after which the Agreement will continue automatically from month-to month, unless terminated as provided below. Notwithstanding the forgoing, either party may terminate this Agreement at any time for any reason by providing five (5) days written notice to the non-terminating party. The obligations to pay fees and to protect Confidential Information, and the liability limitations shall survive the termination hereof.
- Arbitration. All disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Novato, CA, and will be conducted by telephone or online. The arbitrator shall apply the laws of the State of California to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement.
Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1,000.00.
- No Authority To Enter Into Contracts. Neither party is authorized to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party.
- No Assignment. This Agreement is personal to the parties and non-assignable without the prior written consent of the non-assigning party.
- General. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.
If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.