Affiliate Agreement
Lime Cellular® White Label Commission Agreement
THIS AGREEMENT (''Agreement'') made between Lime Cellular, LLC, a Limited Liability Lime organized under the laws of the State of New York, having an address at 1370 Broadway, 5th Floor, New York, NY 10018 (“Lime”) and Referrer (“Referrer”, “You” or “Your”). Lime is engaged in business as a technology company offering mobile promotion, mobile polling, mobile messaging and alert services and reporting (collectively “Lime Services”). Referrer is desirous of acting as an independent contractor referring the Lime Services, and more specifically, Lime’s “white label platform” to others.
1.Term. Unless sooner terminated in accordance with the terms of this Agreement, the term of this Agreement shall be from the date this Agreement is fully executed (“Commencement Date”) and shall continue in full force and effect until terminated by either party (“Termination Date”). Either party shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice.
2.Sales Commission. Lime agrees to pay Referrer a commission on customer payments net of discounts and credits as follows:
(i) Direct referral to Lime by Referrer of an Standard or Premium White Label account: Twenty (20%) Percent of the ongoing gross revenues;
(ii) Direct referral to Lime by Referrer of a “Value Start” account: Twenty (20%) Percent of the upfront credit purchase of ($297) Dollars and Twenty (20%) Percent of the ongoing gross revenues; and
(iii) Direct referral to Lime by Referrer of a “Premium+” account: Fifteen (15%) Percent of the upfront credit purchase of ($497) Dollars and Twenty (20%) of the ongoing gross revenues.
In the event the pricing for the referred account differs from the above, the commission percentages are subject to change and must be agreed upon by Lime.
3.Payment of Commissions. Commissions will be paid upon receipt and clearing of payment from Referrer Clients to Lime. Any commission credits or debits as a result of customer discounts, credits or debits due, cancellations, and/or failures of payments are adjusted against future commissions or, if no future commissions are due Referrer, from Referrer directly. All payments will be issued in the form of electronic payment. Referrer is responsible for providing and maintaining accurate and current account information. Following the Termination Date, Lime’s responsibility to provide any and all forms of compensation to the Referrer shall immediately cease.
4.Taxes. The Company will not withhold or make any payment on behalf of Referrer to any governmental agencies including, without limitation, income tax, FICA, social security, workers’ compensation or unemployment insurance payments. Referrer agrees to hold harmless and indemnify Lime against any and all such obligations on the part Referrer.
5.Independent Contractor. Referrer is and shall be an independent contractor and no employee of Referrer shall be deemed to be an employee of Lime. Nothing herein contained in this Agreement shall be construed so as to create a partnership or joint venture; and neither party hereto shall be liable for the debts or obligations of the other. Lime shall not have the power to hire or fire Referrer's employees and as except herein expressly provided, Lime may not control or have access to Referrer's funds or the expenditures thereof, or in any other way exercise dominion or control over Referrer's business.
6.Insurance/Indemnity. You shall provide and maintain, at Referrer’s sole expense, any insurance necessary, including, but not limited to, any general liability insurance and workers compensation insurance, You shall deem necessary in relation to Your services hereunder. Referrer shall indemnify, defend and save harmless Lime and its officers, directors and employees, from any and all obligations, liabilities, liens, claims, demands, cause or causes of action, and any loss on damages whatsoever, including court costs and reasonable attorneys fees, due to or arising out of, or claimed to arise out of, the performance or observance or lack of performance or observance by either party of its obligations hereunder.
7.Miscellaneous. This Agreement contains the entire agreement of the parties herein and supersedes any and all prior agreements.This Agreement may be changed only by a writing, signed by both parties. This Agreement shall be governed in all respects by the laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be held in the Supreme Court of the State of New York, County of Richmond. If any provision of this Agreement is void or illegal, the remainder of the Agreement shall remain in full force and effect. Failure of the undersigned to enforce a breach of the terms of this Agreement shall not be deemed a waver of any provisions of this Agreement. All notices to Referrer may be effectuated by e-mail message at any e-mail address previously provided to Lime by Referrer. If the Referrer is a corporation, limited liability company, or other entity type, the person executing this Agreement on behalf of the entity represents that he/she has shareholder, membership, partnership, etc. approval to execute this Agreement on behalf of the entity and has the authority to bind the entity.