MOTIVO AMBASSADOR REFERRAL AGREEMENT

 

THIS MOTIVO AMBASSADOR REFERRAL AGREEMENT (“Agreement”) is made and entered into as of this [per form field submitted], (the “Effective Date”) by and between Motivo, Inc., a Wisconsin corporation (“Motivo”), and [per form field submitted], (“Ambassador”).

R E C I T A L S

WHEREAS, the parties desire to enter into a relationship pursuant to which Ambassador shall act as a referring representative of Motivo’s products, all as more specifically set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

1. APPOINTMENT AND ACCEPTANCE. This Agreement is contingent upon Ambassador purchasing a Motivo Tour from Motivo. Subject to the terms and conditions contained herein, Ambassador hereby agrees to refer to Motivo potential customers of Motivo’s Tour product line (the “Products”).
2. TERM. This Agreement shall be effective as of the Effective Date and shall continue until terminated by either party as provided herein.
3. PARTIES’ DUTIES. Motivo shall provide Ambassador with a unique discount code that will provide a discount to any referral who uses the code to purchase Products from Motivo. Ambassador shall distribute the code to potential purchasers of Products. In making the referrals, Ambassador shall perform the following duties: (a) Ambassador shall not publish, post, or other disseminate the discount code online or in any other manner generally intended to reach multiple people at a time such as advertising; (b) Ambassador shall not use any promotional materials other than those provided to Ambassador by Motivo; (c) Ambassador shall only use the promotional materials supplied by Motivo for the purpose of promoting Motivo’s website and Products thereon; (d) Ambassador shall not alter, add to, subtract from, or otherwise modify the promotional materials; and (e) Ambassador shall follow all procedures established by Motivo from time-to-time.
4. REFERRAL FEES. Subject to the terms of this Agreement, Motivo shall pay Ambassador a referral fee equal to $25.00 per Product purchased using Ambassador’s unique discount code. The purchase of the Product must be made directly from Motivo and the discount code must be provided to Motivo at the time of the order. Purchases made from parties other than Motivo will not qualify for the Referral Fee. The Referral Fee will be paid within 90 days of the Product order. The Referral Fee will not be payable if the Product is returned to Motivo by the purchaser. In the event of a material breach of this Agreement or termination of the Agreement as provided herein, any accrued but unpaid Referral Fees shall be forfeited.
5. INDEPENDENT CONTRACTOR STATUS. Ambassador shall act and represent himself/herself solely in Ambassador’s own name and as an independent contractor and not as an employee, agent, partner, dealer or distributor of Motivo and shall have no authority to bind Motivo. Ambassador acknowledges that Motivo will not withhold any federal or state income taxes, Social Security taxes, Medicare taxes, or any type of taxes from the Referral Fees paid by Motivo. Ambassador further understands and acknowledges that it will be solely liable for any such taxes in accordance with all applicable laws and shall indemnify and hold Motivo harmless against any and all such taxes or liability or expenses related to payment or defect of actions involving such taxes or liability.
6. LIMITATIONS ON DISCLOSURE. Except as necessary to perform Ambassador’s referral services under this Agreement, Ambassador agrees not to use, disclose or in any way transfer, informational brochures, copies of the same, or any portions or components thereof, to any other entity or person, any trade secrets, customer lists, pricing data, business policies, financial information, technical information, or other confidential or secret information concerning the business and affairs of Motivo. Ambassador’s obligations under this Paragraph shall survive any termination or expiration of this Agreement. The above restrictions on disclosure of information do not apply to any information or property which is: (i) now in the public domain or later publicly available through no fault of Ambassador; (ii) already in Ambassador’s possession or known to Ambassador prior to Ambassador’s receipt of the same from Motivo; or (iii) rightfully obtained by Ambassador from sources other than Motivo.
7. REMEDIES. Ambassador hereby agrees and understands that any breach of the covenants or agreements set forth in Paragraph 6 of this Agreement will cause Motivo irreparable harm for which there is no adequate remedy at law and, in addition to whatever rights Motivo may otherwise have under applicable law, Ambassador consents to the issuance of an injunction in favor of Motivo enjoining the breach of any of the aforesaid covenants or agreements by any court of competent jurisdiction. If any or all of these covenants or agreements are held to be unenforceable because of their scope or duration or the subject matter covered thereby, the parties agree that the court making such determination shall have the power to reduce or modify the scope, duration and/or subject matter of such covenant or agreement to the extent that allows the maximum scope, duration and/or subject matter permitted by applicable law. These remedies are in addition to, and are not to be considered as a replacement for or limited by, the rights and remedies otherwise available to Motivo.
8. USE OF MOTIVO’S TRADEMARKS AND PROMOTIONAL MATERIALS. Motivo hereby grants Ambassador a limited, non-exclusive license for the Term to use the trademarks which Motivo uses for the Products (“Trademarks”) and promotional materials in connection with Ambassador’s referral services under this Agreement. Ambassador has no permission to and will not adopt, use or register as a trademark, trade name, business name or corporate name or part thereof, whether during the Term or after termination, any word or symbol similar to any Trademarks and that Ambassador shall acquire no rights or interest in any of the Trademarks or promotional materials or the goodwill arising therefrom by virtue of any of Ambassador’s activities under this Agreement.
9. TERMINATION. Notwithstanding anything contained in this Agreement to the contrary: (a) this Agreement shall automatically and immediately terminate upon the death, disability, bankruptcy or insolvency of Ambassador; (b) Motivo may immediately terminate this Agreement upon written notice to Ambassador if Ambassador violates any term of this Agreement; (c) this Agreement may be terminated by either party effective at the end of a calendar month, by giving not less than thirty (30) days written notice to the other party; and (d) upon the termination of this Agreement for any reason, Ambassador shall immediately discontinue the use of any and all tradenames, trademarks, labels, copyrights, customer lists, promotional materials, and advertising media belonging to Motivo, supplied to Ambassador by Motivo or otherwise in the possession of Ambassador, and shall otherwise return all materials given to Ambassador by Motivo.
10. MISCELLANEOUS.

(a) Amendment. No amendment of this Agreement shall be binding upon the parties unless made in writing and duly signed by both parties.

(b) Waiver. Failure by Motivo to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or its right thereafter to enforce such provision or any other provision.

(c) Severability. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties.

(d) Headings. The headings of this Agreement are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

(e) Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof as of the date hereof and supersedes all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof.

(f) Governing Law and Enforcement. This Agreement shall be interpreted and enforced pursuant to the internal laws of the State of Wisconsin, and any proceedings for the enforcement hereof shall be brought in any federal or state court located in Wisconsin. Ambassador consents and submits to the jurisdiction of said courts.

(g) Attorney Fees and Costs. The prevailing party in any legal action arising under or relating to this Agreement shall be entitled to recover from the non-prevailing party all of the prevailing party’s costs and expenses, including, without limitation, reasonable attorney fees.

(h) Notice.All notices hereunder shall be in writing and mailed to the following address:

If to Motivo: If to Ambassador:

c/o Jennifer Harris [Per form field submitted]

16227 W. Ryerson Road

New Berlin, WI 53151

 

 

Such notice shall be mailed postage prepaid, registered or certified mail, return receipt requested. Any notice shall be deemed to be received on the date of its mailing.

(i) Assignment.Ambassador shall not assign, transfer or otherwise dispose of this Agreement, in whole or in part, to any individual, firm, corporation, association or other entity without the prior written consent of. Motivo may assign this Agreement without the prior written consent of Ambassador.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date in multiple counterparts, each of which shall be considered an original.

MOTIVO:

 

MOTIVO, INC.

 

 

By: Jennifer Harris

Its: President

 

 

AMBASSADOR:

 

[per form field submitted]