This Agreement is made and entered into by and between MISSION SUITE, LLC, hereinafter referred to as (“Mission Suite”), and third party vendor, hereinafter referred to as (“Partner”), collectively referred to as the (“the Parties”).
- Mission Suite owns and operates an online marketing business whereby it provides unified marketing services to its consumers, including but not limited to email marketing, event registration and management, online coupon campaigns, e-commerce, surveys, opt-in text messaging, and social media integration.
- Mission Suite maintains the right to use and distribute a white-label online marketing tool to businesses and consumers.
- Partner owns and operates a business which provides complimentary business services and or products to consumers who also belong in the target market for Mission Suite’s services and products.
- Partner wishes to promote and advertise Mission Suite’s white-label software program to its own consumers through various marketing channels in an effort to generate new business and expand Partner’s service offerings.
- By this agreement, the Parties desire to effectuate a marketing relationship which will allow Partner’s consumers to purchase and implement Mission Suite’s white-label software, which in turn will generate revenue for both Mission Suite and Partner.
NOW THEREFORE, in consideration of their respective promises and undertakings hereunder, the Parties each intending to be legally bound, do covenant and agree as follows:
- Recitals and Exhibits. The recitals set forth above and all exhibits attached hereto are incorporated into this Agreement.
- Promotional Activities. Partner will promote and advertise Mission Suite’s white-label software to its consumers and other business partners through a variety of marketing channels.
- Mission Suite Partner Program Levels. In return for advertising and marketing Mission Suite’s white-label software and pursuant to the terms and conditions set forth in exhibit A, Partner will have the option to choose from one (1) of four (4) Mission Suite Partner Programs, including the Approved, Bronze, Silver and Gold Partner Programs. As detailed in Exhibit A, each Partner Program offers different benefits, minimum requirements, and corresponding revenue share to meet the needs of each and every Partner.
- Partner Status. Mission Suite reserves the right, at their sole discretion, to review and adjust Partner’s program status at a minimum of every three (3) months based on Partner’s ability to fulfill their Program’s terms and conditions as provided in exhibit A.
- Promotional Code. Any and all revenue generated by Partner will be tracked by Mission Suite via a promotional code assigned to the Partner at the beginning of the Agreement. Tracking codes will not be changed during the duration of the Agreement, however, additional tracking codes may be implemented for Silver and Gold Partners to track special marketing initiatives as agreed upon by the Parties.
- Information Tracked. Mission Suite will track and record any and all information related to Partner’s referral of consumer for Mission Suite’s white-label software, including source and/or method of referral, name of consumer, address and telephone number, point of contact, total fees collected, and Partner’s calculated percentage of revenue.
- Accurate Accounts. Mission Suite shall keep accurate and systematic accounts and records regarding the referrals generated by Partner, in accordance with accepted accounting principles and in such form and detail as will clearly identify all revenue generated by Partner’s referrals.
- Accounting Provided. Mission Suite will provide Partner, on the 5th day following the completion of each calendar month, or the following business day, an accounting of any and all revenue generated from Partner’s referrals from the previous month.
- Revenue Share. In consideration for promoting and advertising Mission Suite’s white-label software, Partner will receive a pre-determined share of the total gross revenue by partner level as detailed in exhibit A. Mission Suite will pay Partner their revenue share, if any, by the 15th day of the month, or the next business day, following the previous month for which revenue was calculated.
- Termination. Partner may terminate this contract at anytime upon fifteen (15) days written notice to Mission Suite and pursuant to paragraph 23 below. Mission Suite may only terminate this agreement for cause, including but not limited to breach of this agreement, misuse of Mission Suite’s logos and content, breach of confidentiality, making disparaging remarks, negligent or intentional acts that disrupt business services, and any other acts or omissions that tend to harm the Parties’ relationship, business services, or reputation. If Partner chooses to terminate this Agreement, any and all consumers referred by Partner who purchased the use of Mission Suite’s white-label software will remain with Mission Suite, unless they otherwise independently choose to terminate their use of the software.
- Ownership. Except as expressly provided herein, no property, license, permission or interest of any kind, in or to the use of any trademark, trades name, color, insignia or device, owned or used by Mission Suite, is or is intended to be given or transferred to or acquired by Partner by reason of this Agreement.
- Limited License. For the term of this Agreement, and subject to the terms of this Agreement, Mission Suite hereby grants Partner a limited, non-exclusive license to use Mission Suite’s trademark, logos, advertisements, promotional copy, and products and service information on its website and within its promotional and advertising materials.
- Approval. Partner will seek approval from Mission Suite regarding the format and content of any and all promotional and advertising materials prior to use. Partner will follow Mission Suite’s branding guidelines; therefore, approval will not be unreasonably withheld.
- Confidentiality. Both parties acknowledge that they may receive confidential information of the other party, including but not limited to, financial information, customer information, business plans, components of intellectual property, unique designs, method of manufacturing, or other technology (collectively Confidential Information). The receiving party shall protect the disclosed confidential information with the same degree of care that it regularly uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.
- Compliance with Laws. Both Parties shall comply with all applicable laws and government regulations concerning consumer privacy.
- Notices. Any notice required or permitted to be given under this Agreement shall be written, and may be given by personal delivery or by registered or certified mail, first-class postage prepaid, return receipt requested. Notice shall be deemed given upon actual receipt in the case of personal delivery, or upon mailing. Mailed notices shall be addressed as follows, but each party may change such address by written notice in accordance with this paragraph:
MISSION SUITE, LLC:
Mission Suite, LLC
P.O. Box 48057
Denver, Colorado 80204
- Entire Agreement. This Agreement is the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral, of the parties, and their principles, affiliates, agents, officers and directors with respect thereto. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.
- Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all of the parties hereto.
- Severability. The provisions of this Agreement are divisible; if any of the provisions shall be deemed invalid or unenforceable, that provision shall be deemed limited to the minimum extent necessary to render it valid and enforceable and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.
- Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party, shall not apply in interpreting this Agreement.
- Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
- Cooperation. The parties agree to cooperate with each other in good faith and to accomplish the objectives and purposes of this Agreement, and to that end, from time to time, must make, execute, and deliver such other and further instruments, and do or refrain from doing such acts, as may be necessary or convenient to the fulfillment of the purposes of this Agreement.
- Execution in Counterpart. This Agreement may be executed in multiple counterparts, each of which is deemed a duplicate original, but all of which together shall constitute one and the same document.
- Choice of Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Colorado.
- AAA Commercial Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.