Affiliate Agreement

GBS Group, Inc.  

Affiliate Referral Program

 

IMPORTANT: PLEASE READ THIS AFFILIATE REFERRAL PROGRAM AGREEMENT (THIS “AGREEMENT”) CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS.

BY COMPLETING THE PROGRAM FORM (“FORM”) INCLUDED IN THE AFFILIATE PORTAL (“AFFILIATE PORTAL”) AND CLICKING THE “I AGREE TO THE GBS AFFILIATE REFERRAL PROGRAM TERMS AND CONDITIONS” BUTTON (THE “EFFECTIVE DATE”), YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, WHICH MAY BE MODIFIED OR UPDATED BY GBS IN ITS SOLE DISCRETION FROM TIME TO TIME AND SUCH MODIFICATIONS OR UPDATES ARE HEREBY INCORPORATED INTO AND FORM PART OF THIS AGREEMENT. GBS WILL PROVIDE YOU NO LESS THAN THIRTY (30) DAYS WRITTEN NOTIFICATION OF SUCH CHANGES. THIS AGREEMENT IS BETWEEN GBS AND THE PERSON OR COMPANY (“AFFILIATE”, “YOU”, “YOUR”) THAT CLICKS ON THE BUTTON: “I AGREE TO THE GBS AFFILIATE REFERRAL PROGRAM TERMS AND CONDITIONS”.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY OR ENTITY AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND LEGALLY BIND SUCH ENTITY, IN WHICH CASE THE TERMS “AFFILIATE”, “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. 

  The following terms and conditions govern the relationship of GBS Group, Inc.’s (hereinafter “GBS”) with a subscriber individual or company (each an “Affiliate”), who participates in the GBS Affiliate Referral Program (the “Program”) detailed in this Agreement (each a “Party” and together the “Parties”).

 

RECITALS

  WHEREAS, GBS is in the business of accounting, taxes, business consulting, document preparation and other related services (the “GBS Services”);

  WHEREAS, GBS is the owner and operator of a unique customer relations platform and service that promotes effective, interactive engagement among GBS customers and their customer base;

  WHEREAS, Affiliate wishes to promote, market, and advertise the GBS Services to potential GBS customer prospects through its website (the “GBS Site”), and other marketing channels, in accordance with the Program, and GBS wishes to compensate Affiliate, subject to the terms and conditions of this Agreement. 

  NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties to this Agreement agree as follows:

 

TERMS AND CONDITIONS

  1. Program Commitments, Eligibility and Registration.

1.1 By submitting this Agreement, you are agreeing to provide GBS through any means of communication with Qualified Referrals to GBS to facilitate sales for the GBS Services in accordance with this Agreement. For purpose of this Agreement “Qualified Referrals” means potential GBS prospective customers (i) referred by Affiliate to GBS and who hire GBS Services; (ii) of whom GBS has no past record, either directly or indirectly through any entity, in connection with the GBS Services; or who are not, at the time referred to GBS by Affiliate, in any contractual relation or ongoing negotiations with GBS; (iii) who are not rejected by GBS, and (iv) who have paid for the GBS Service(s) rendered.

1.2 If an individual, Affiliate must be at least 18 years of age and who register with GBS to participate in the Program.

1.2 To be eligible and approved for a Referral Fee Your Qualified Referral must:

(a)   be submitted through the Qualified Referral form on the Affiliate’s online portal.

(b)   use a valid affiliate URL to access the GBS Site at https://start.gbsgroup.net/

(c)   purchase at least one of the GBS Services listed in Schedule A on the GBS Site, and the purchase made by the referral needs to be fulfilled.

(d)   be for new business only (e.g., a Qualified Referral may not be for any renewal of Services previously granted by GBS.

1.3 Your Qualified Referral will be reviewed, and a GBS representative will notify you of GBS’ decision to accept or reject the lead by writing to you at Your email address provided to GBS. You acknowledge and agree that GBS will make reasonable efforts to notify you of GBS’ decision to accept or reject the lead within 1 day of Your submission of a Qualified Referral. You are eligible to receive a Referral Fee as set forth in Section 2 herein, on each approved and accepted Qualified Referral that results in a sale of Services by GBS.

1.4 You understand and agree that you are not an agent of GBS and Affiliate’s participation in the Program does not give Affiliate the right to negotiate on behalf of, represent or obligate GBS in any way.

1.5 Any and all questions or disputes regarding eligibility for this Program of Referral Fees, or the terms and conditions of the Program will be resolved by GBS at its sole discretion. 

 

  1. Referral Fees.

2.1 Upon a referral becoming a Qualified Referral, GBS shall pay Affiliate in arrears ten percent (10%) of the net fees (the “Referral Fee”) received by GBS (with exclusion of costs and expenses paid to third parties such as shipping, taxes, or government fees) for each applicable order of products or services associated with an approved Qualified Referral and is payable as set forth in Section 3 of this Agreement. Affiliate URLs will be listed in the Affiliates online portal.

2.2. If the referral has been referred by multiple Affiliates, the last Affiliate to refer will be credited.

2.3 In the event GBS returns, refunds, or otherwise fails to retain fees on which Affiliate has already been paid, Affiliate must return to GBS such fees and/or GBS, at GBS’ discretion, may offset such amounts against any other fees owed to You.

 

  1. Payout Schedule and Procedure.

3.1 Referral Fees will be paid to the Affiliate on arrears on a monthly basis, by the 15th day of the month following GBS’ receipt of payment from a Qualified Referral provided that the Services purchased by the Qualified Referral covers in the aggregate a minimum threshold of $100 within the previous calendar month. If pay day occurs on a weekend or a bank holiday, payment will be made on the following business day. If the $100 threshold is not met, any balance for Qualified Referral purchases in the Affiliate’s account will carry over to the following month. If the threshold herein is not reached within twelve (12) months, any balance shall be forfeited.

3.2 Every year the affiliate is required to provide an updated Form W-9, W-8BEN or W-8BEN-E as applicable. If the form has been requested, the firm may withhold payment until the form has been completed. The firm will use this information to comply with tax withholding requirements if necessary.

 

  1. Intellectual Property Rights

 No License. All intellectual property rights (such as but not limited to trademarks, trade names, logos, copyrights, domain names and derivative rights) in GBS marks, services related content and technology around the world are and will remain the exclusive property of GBS and its subsidiary companies. GBS reserves all rights and grants You no license to use the GBS trademarks or any other licenses of any kind hereunder, whether by implication, estoppel, or otherwise.  You acquire no ownership rights in or title to the Products.  You shall not at any time, during or after the Parties’ relationship, assert or claim any interest in, or assert or do anything that may adversely affect GBS’ ownership of, or the validity of, the intellectual property and proprietary rights of GBS in or relating to the Products or any portion thereof, or any of the GBS logo, trademark, trade name, service mark, and other proprietary designations of GBS.

 

  1. Customer Relations.

During and after the Term, GBS shall be the exclusive owner of all relations created via Affiliate among GBS and Qualified Referrals with respect to the GBS Service.  The terms, privacy policy, and GBS’ rules and procedures for the GBS Service will apply to these Qualified Referrals and may be changed by GBS without prior notice to Affiliate. Prior to making any referral to GBS, Affiliate agrees to convey to referrals the nature of their relations with GBS under this Agreement. Affiliate hereby agrees that it shall seek any and all required authorizations to disclose and submit the name and contact information of the individual provided in the Qualified Referral form on the GBS Site. Affiliate agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the GBS Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement. 

 

  1. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice“) must be in writing and addressed to the other Party at its address set forth in this Section (or to such other address that the receiving Party may designate from time to time in accordance with this Section): (i) Notice to the Affiliate shall be given to the Affiliate’s last listed address and email on the records of GBS; and (ii) Notice to GBS shall be sent to 7971 Riviera Blvd. Suite 204 Miramar, Florida 33023, or if made by electronic mail to the following email address: affiliate@gbsgroup.net.

  Unless otherwise agreed herein, all Notices must be delivered by electronic mail, personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) if given by e-mail on receipt by the receiving Party; (b) if delivered by hand, when received or refused; or (c) when mailed by certified mail, return receipt requested, when the document is placed in the postal office.

Affiliate shall be responsible for updating its contact information to ensure the accurate delivery of Notices. GBS can change its address by giving the Affiliate written notice of the new email address and the date upon which it will become effective. Any notice not received due to outdated or incorrect contact information shall be deemed received on the date it was sent, regardless of actual receipt.

  1. Taxes

The Referral Fees paid under the Program herein are subject to applicable federal, state and/or local taxes. Payment of taxes resulting from this Agreement is your sole responsibility and not GBS’. GBS will report Referral Fees under this Program in accordance with federal, state, and local regulations.

 

  1. Term and Termination.  

9.1 The term (“Term”) of this Agreement shall commence on the Effective Date upon Client’s acceptance and shall continue until terminated, as provided in this Section.

9.2 Either Party may terminate this Agreement at any time upon thirty (30) days’ written notice for any reason pursuant to Section 7 of this Agreement.

9.3 If the Program is suspended or discontinued, any earned and unpaid Referral Fee must be requested within one month of the date of termination. Any pending Referral Fee not requested by the Affiliate within that time will be forever forfeited.

9.4 Failure to maintain an updated email address will be deemed as a withdrawal from participation in the Program.

 

  1. Confidentiality

 The term “Confidential Information” shall mean any information disclosed by GBS to the Affiliate in connection with this Agreement that, if disclosed in writing, is marked as “Confidential” or “Proprietary,” or, if not so marked, if it should reasonably be regarded as confidential due to the nature of the information being disclosed. Notwithstanding the foregoing, the Products and any information related thereto shall be considered Confidential Information of GBS. Affiliate shall treat as confidential all Confidential Information of GBS and shall not use such Confidential Information except in furtherance of the services and other obligations expressly stated in this Agreement. Affiliate shall not disclose Confidential Information to any third party without GBS’ prior written consent; provided, however, that Affiliate may disclose GBS’ Confidential Information to its and its affiliates’ employees and contractors who have entered into a written agreement with Affiliate that is no less protective of GBS’ Confidential Information than this Agreement and who have a need to know such information. Affiliate shall use the same measures to protect GBS’ Confidential Information that it uses to protect its own confidential information, but in no event less than reasonable measures.  Notwithstanding the above, the restrictions of this Section 10 shall not apply to information that: (a) is independently developed by Affiliate without any access to the Confidential Information of GBS; (b) becomes known to Affiliate, without restriction, from a third party who had the right to disclose it; or (c) is or becomes in the public domain through no act or omission of Affiliate. In addition, Affiliate may disclose information in compliance with a court or governmental order, provided the GBS is given prompt written notice thereof and the Affiliate provides cooperation and assistance in any attempt to prevent or limit such disclosure. All information provided by GBS as part of this Agreement shall be considered Confidential Information, including but not limited to information provided at Affiliate’s online  portal and in this Agreement. 

 

  1.   Assignment.

GBS may assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement by providing Notice to the Affiliate. The Affiliate shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement. Any purported assignment or delegation in violation of this Section shall be null and void.

 

  1. LIMITATION OF WARRANTY.

SERVICES PROVIDED BY GBS OR ANY OF ITS SUBSIDIARY COMPANIES ARE PROVIDED “AS IS,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GBS AND ALL ITS SUBSIDIARY COMPANIES AND SUPPLIERS DISCLAIM ALL WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ALL SERVICES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, TITLE, AND NON-INFRINGEMENT. GBS AND ITS SUBSIDIARY COMPANIES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR ANY PORTION THEREOF SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICES OR ANY PORTION THEREOF SHALL MEET ANY OF YOUR NEEDS OR REQUIREMENTS. 

 

  1. Independent Contractors.

The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment, or any other relationship between the Parties beyond the relations set out in this Agreement, and Affiliate is expressly precluded from acting on GBS’ behalf.

 

  1. Indemnification.

Affiliate agrees to indemnify and hold harmless GBS from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be brought against GBS to the extent that such action is based upon or arises out of (a) your participation in the Affiliate Referral Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or material breach of this Agreement, (d) your use of the GBS Site and/or  the Affiliate tools, or (e) our use of the GBS marks. Said fees shall including attorneys’ fees up to and including any appellate level.

 

  1. Limitation of Liability.

Neither GBS nor any officer, employee, director or any other representative of GBS shall be liable towards Affiliate or towards any third party, under or in connection  with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) any economic loss  (including loss of revenues, profits, contracts, business or anticipated savings) or (ii) any loss of goodwill  or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive, or consequential losses or damages as well as any losses or damages caused by interruption of operations.  Notwithstanding any other circumstances or understandings surroundings any relations among the Parties, GBS’ entire liability to Affiliate under this Agreement shall not exceed US $100 for any and all claims  for damages of any kind made by Affiliate under this Agreement, and by entering this Agreement Affiliate  recognizes the limitations herein on GBS’s liability.

 

  1. Cost of Enforcing Agreement.

In the event either Party files suit to enforce its rights under this Agreement, the prevailing Party shall be entitled to costs of suit and reasonable attorneys fees up to and including any appellate level incurred by it in connection with the suit.

 

  1. Entire Agreement.

This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof and there are no other agreements or understandings relating to the subject matter hereof other than as specifically set forth herein. 

 

  1. Governing Law.

This agreement will be governed and construed in accordance with the laws of the state of Florida, without regard to its conflict of law principles. The Parties agree that any claim arising from or related to this Agreement shall be brought exclusively in the courts of Broward County, Florida. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

  1. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.