Market Promoter Agreement

 

 

This Agreement is made effective as of __12/05/2019____, by and between:
PAYADSOCIAL, CORP. a company organized and existing under the laws of New York.

 

Whereas, the Company is a direct sales community based networking company that markets products and services through a network of Distributors;

 

Whereas, the Company requires certain market promotion services which Promoter can provide; and

 

Whereas, the Promoter is willing to provide such services in return for appropriate compensation;

 

NOW, THEREFORE, the parties agree as follows:

 

 

Term

 

 

This Agreement shall continue in full force and effect for a period of three (2) years and shall automatically be extended for additional one (1) year period unless one party notifies the other party, in writing, of its intent to terminate the agreement.


Services to Be Provided By Promoter

 

 

During the term of this Agreement, Promoter will invest the necessary resources, and engage in best efforts, to provide the following market promoting services (“Services”) to Recipient:

 

 

  1. Advertise, market, promote, demonstrate, offer to sell, and sell the Client's goods and/or services to Customers via Promoter's business contacts, using only marketing, advertising, and promotional material provided by or previously approved by the Company in writing.

 

  1. Use Social Media to promote the Company’s opportunity. Promoter will regularly write standard-length blog posts (between 500 and 800 words) in popular social media platforms.

 

  1. Create and organize opportunity meetings, training sessions, events, workshops, and any other related functions to attract new Distributors.

 

  1. Sponsor Distributors into the Company. The Promoter must perform an authentic assistance and training function to ensure his or her downline is operating properly. Promoters should have ongoing contact and communication with the Promoters in their downline organizations. (Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, direct contact, team conference calls, voice-mail, e-mail, personal meetings, accompaniment of downline Distributors to Company meetings, training sessions, events, workshops, and any other related functions.

 

  1. Educate and train new Distributors and new Promoters about Company’s products and services, effective sales techniques, the Company Compensation Plan, along with compliance with Company’s Policies and Procedures and any and all social media guidelines or any other guidelines and amendments thereto implemented at that time. Marketing product is a required activity in Company and must be emphasized in all recruiting presentations.

 

  1. Use of Sales Aids. To promote both the products and the opportunity Company offers, Promoters must use the sales aids and support materials produced by Company. If Company Promoters develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding Promoters’ good intentions, along with the intentional violation of any number of statutes or regulatory laws, affecting the Company business. These violations, although they may be relatively, few in number, could jeopardize the Company opportunity for all Promoters. Accordingly, Promoters must submit via email all written sales aids, promotional materials, advertisements, websites, training material, flyers, along with any other literature to the Compliance Department for approval prior to use. Unless the Promoter receives specific written approval to use the material, the request shall be deemed denied. All Promoters shall safeguard and promote the good reputation of Company and its products. The marketing and promotion of Company, the Company opportunity, the Compensation Plan, and Company products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

 

In presenting the Company opportunity to potential Distributors and other Promoters, a Promoter is required to comply with the following provisions:

 

  1. A Promoter shall not misquote or omit any significant material fact about the Compensation Plan.

 

  1. A Promoter shall make it clear that the Compensation Plan is based upon sales of Company products and services and upon the sponsoring of other Promoters.

 

  1. A Promoter shall make it clear that success can be achieved only through substantial and diligent independent efforts.

 

  1. A Company Promoter shall not make income projections, claims, or guarantees while presenting or discussing the Company opportunity or Compensation Plan to prospective Promoters or Customers. A Company Promoter should inform all Promoters that success requires substantial work.

 

  1. A Promoter may not make any claims regarding products or services of any products offered by Company, except those contained in official Company literature.

 

  1. A Promoter may not use official Company material to promote the Company business opportunity in any country where Company has not established a “presence” or is duly authorized to conduct business.

 

 

Compensation to be paid by the Company

 

 

 

Costs and Expenses

 

 

  1. All expenses incurred by the Promoter in operating its business shall be borne by the Promoter.

 

  1. All expenses incurred by Company in operating its business shall be borne by the Promoter.

 

 

Independent Business Relationship

 

 

  1. Promoters are independent contractors acting in the capacity of a wholly independent marketing representative who establish and services retail customers for Company products. Promoter status, as such does not constitute either a sale of a security, franchise or a distributorship (exclusive or otherwise), and absolutely no fees have been or will be required from Promoter for the right to distribute Company products pursuant to the Promoter Agreement. The Promoter Agreement is not intended and shall not be construed to create a relationship of employer-employee, agency, partnership, or joint venture between Promoter and any other participant in the Company marketing plan and/or Company. As an independent contractor, Promoter will: (i) comply with all applicable federal, provincial and local laws, rules and regulations pertaining to the Promoter Agreement, including the sale, distribution and advertising of Company products, and (ii) at Promoter’s own expense, complete all filings, and obtain such licenses as are required by applicable federal, provincial and local laws, rules and regulations, with respect to the Promoter Agreement and Promoter’s activities as a Promoter.

 

  1. Promoters have no authority to bind Company to any obligation. It is each Promoter’s responsibility to pay all income, local or applicable taxes as an independent contractor, and Promoters are not eligible for employee benefits, such as unemployment compensation, worker’s compensation or minimum wages. Company encourages its Promoters to set their own hours and to supply all of their own equipment and tools for operating their Company business, such as telephones, transportation, professional services, office equipment and supplies. Further, Promoters should determine their own methods of sale, so long as they comply with the policies of Company. Without limiting the generality of the foregoing, Promoters shall be fully responsible for (i) all applicable federal, state and local withholding taxes, worker’s compensation contributions license requirements and fees related to the Promoter’s earnings and activities as an Promoter, and (ii) all expenses incurred in connection with the operation of the Promoter’s Company-related business, including but not limited to travel, meals, accommodation, secretarial, office, telephone and other business expenses.

 

  1. The Company Promoter is fully responsible for all of his or her verbal and written communications made regarding Company products, services, and the Compensation Plan that are not expressly contained within official Company materials. Promoters shall indemnify and hold harmless Company, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, lawyer fees and court costs incurred by Company as a result of the Promoter’s unauthorized representations or actions. This provision shall survive the termination of the Company Promoter.

 

 

Requirement to Becoming a Company Promoter

 

 

To become a Promoter, an applicant must comply with the following requirements:

 

  1. Be of the age of majority (not a minor) in his or her State or Country of residence;

 

 

 

  1. Be a distributor in active status.

 

  1. Not be in violation of the terms of the Distributor Agreement.

 

 

Promoter’s Restrictions

 

 

  1. A Promoter may not display or bundle Company products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Customer or Promoter into believing there is a relationship between the Company and non-Company products and services.

 

  1. A Company Promoter may not offer any non-Company opportunity, products or services at any Company related meeting, event, seminar or convention, or immediately following a Company event.

 

  1. Should Promoters engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Company products and services to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Promoter alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, Company will not pay any of Promoter’s defense costs or legal fees, nor will Company indemnify the Promoter for any judgment, award, or settlement.

 

  1. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Company and its Promoters and would inflict irreparable harm on Company. In such event, Company may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Promoter or such Promoter’s positions including termination, or seek immediate injunctive relief without the necessity of posting a bond.

 

  1. A Promoter shall not offer the Company opportunity through, or in combination with, any other system.

 

  1. A Promoter shall not require or encourage a current or prospective Promoter to participate in Company in any manner that varies from the Compensation Plan as set forth in official Company literature.

 

  1. A Promoter shall not require or encourage a current or prospective Promoter to make a purchase from or payment to any individual or other entity as a condition to participating in the Company Compensation Plan.

 

 

Marketing Restrictions

 

 

  1. Use of Company Names and Protected Materials

 

  1. A Company Promoter must safeguard and promote the good reputation of Company and the products and services it markets. The marketing and promotion of Company, the Company opportunity, the Compensation Plan, and Company products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

 

  1. The name of Company, each of its product and service names and other names that have been adopted by Company, in connection with its business are proprietary trade names, trademarks and service marks of Company. As such, these marks are of great value to Company and are supplied to Promoters for their use only in an expressly authorized manner.

 

  1. A Company Promoter shall not appear on or make use of television or radio, or make use of any other media to promote or discuss Company or its programs, products or services without prior written permission from the Company Compliance Department.

 

  1. A Promoter may not produce for sale or distribution any Company event or speech, nor may a Promoter reproduce Company audio or video clips for sale or for personal use without prior written permission from the Company Compliance Department.

 

  1. Company reserves the right to rescind its prior approval of any sales aid or promotional materials to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Promoter.

 

  1. A Promoter shall not promote non-Company products or services in conjunction with Company products or services on the same social media site or same advertisement without prior approval from Company Compliance Department.

 

  1. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Company may not be made except those contained in official Company literature. In particular, no Promoter may make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate Company policies, but they also potentially violate federal and provincial laws and regulations.

 

  1. Faxes and E-mail Restrictions

 

  1. Except as provided in this section, a Promoter may not use or transmit unsolicited email, mass email distribution, other commercial electronic messages or “spamming” that advertises or promotes the Company business. The exceptions are;

 

  1. E-mailing any person who has given prior permission or invitation;

 

  1. E-mailing any person with whom the Promoter has established a current business or personal relationship.

 

  1. All e-mail or computer broadcasted documents subject to this provision shall include each of the following;

 

  1. A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;

 

  1. A clear return path or routing information;

 

  1. The use of legal and proper domain name;

 

  1. A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender;

 

  1. Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;

 

  1. The true and correct name of the sender, valid senders fax or e-mail address, and a valid sender physical address;

 

  1. The date and time of the transmission;

 

  1. Upon notification by a potential Distributor of his or her request not to receive further faxed or e-mailed documents, a Promoter shall not transmit any further documents to that potential Distributor.

 

  1. Internet and Third-Party Website Restrictions

 

  1. A Promoter is prohibited from creating or registering any third-party website in order to promote, sell or advertise their Company business. A Promoter is prohibited to use or attempt to register any of Company’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.

 

  1. Social Media sites may be used to sell or offer to sell Company products or services. When a Promoter participates in those communities, Promoters must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Company’s sole discretion, and offending Promoter will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Company approved library, official Company website or social media outlet.

 

  1. Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Promoters will be subject to disciplinary action.

 

  1. Promoters may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Promoters create or leave must be useful, unique, relevant and specific to the blog’s article.

 

  1. Promoters must disclose their full name on all Social Media postings, and conspicuously identify themselves as an Independent Company Promoter for Company. Anonymous postings or use of an alias is prohibited.

 

  1. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Company income opportunity, Company’s products and services, and/or your biographical information and credentials.

 

  1. Promoters are personally responsible for their postings and all other online activity that relates to Company.

 

  1. As a Promoter, it is important to not converse with any person who places a negative post against you, other Promoters, or the Company. Report negative posts to Company. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Company, and therefore damages the reputation and goodwill of Company.

 

  1. The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, Company therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites which are herein prohibited.

 

  1. Failure to comply with these Policies for conducting business online may result in the Promoter losing their right to advertise and market Company’s business opportunity, in addition to any other action available under this agreement.

 

  1. Telemarketing Restrictions

 

  1. A Promoter must not engage in telemarketing in relation to the operation of the Promoter’s services. The term “telemarketing” means the placing of one or more telephone calls or facsimile transmissions to an individual or entity to induce the purchase of Company products or services, or to recruit them for the Company opportunity.

 

  1. The federal government administers the Unsolicited Telecommunication Rules and operates a national Do-Not-Call registry that requires businesses to refrain from calling phone numbers listed on the national “Do-Not-Call” list (DNCL) and or people who tell the caller directly not to call/fax in the future.

 

  1. While a Promoter may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Promoter to violate the law. These regulations must not be taken lightly, as they carry significant penalties.

 

  1. “Cold calls” or unsolicited calls/faxes made to prospective Distributors in order to promote Company opportunity is considered telemarketing and is prohibited.

 

Exceptions to Telemarketing Regulations

 

  1. A Company Promoter may place telephone calls or faxes to prospective Distributors under the following limited situations:

 

  1. If the Promoter has an established current business relationship with the prospect;

 

  1. In response to the prospect’s personal inquiry or application regarding a product or service offered by the Promoter, within 3 months immediately before the date of such a call/fax;

 

  1. If the Promoter receives written and signed permission from the prospect authorizing the Promoter to call/fax;

 

  1. If the call/fax is to family members, personal friends, and acquaintances. However, if a Promoter makes a habit of collecting business cards from everyone he/she meets and subsequently calls/faxes them, the federal government may consider this a form of telemarketing that is not subject to this exemption;

 

  1. Company Promoters engaged in calling “acquaintances,” must make such calls/faxes on an occasional basis only and not as a routine practice.

 

  1. A Promoter shall not use automatic telephone dialing systems in the performance of his or her services.

 

  1. Failure to abide by Company policies or regulations as set forth by the federal government regarding telemarketing may lead to sanctions against the Promoter, up to and including termination of the position.

 

  1. In the event a Promoter violates this section, Company reserves the right to institute legal proceedings to obtain monetary or equitable relief.

 

  1. Advertising and Promotional Materials

 

  1. Advertising and all forms of communications must adhere to principles of honesty and propriety.

 

  1. All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Company Compliance Department.

 

  1. All requests for approvals with respect to advertising must be directed in writing to the Company Compliance Department.

 

  1. Company reserves the right to rescind its prior approval of submitted advertising or promotional materials in order to comply with changing laws and regulations, and may require the removal of such advertisements from the marketplace without obligation to the affected Promoter.

 

Confidentiality

 

 

  1. Confidential Information: Confidential Information shall include, but not be limited to documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information, relating to Company’s business, assets, operations or contracts, furnished to Recipient and/or Recipient’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all analyses, compilations, work product, studies and other data or material prepared by, or in the possession or control of the Promoter, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Promoter acknowledges that no representation or warranty, express or implied, has been or is made by or on behalf of Company as to the accuracy or completeness of any of the Confidential information furnished to the Promoter.

 

  1. Form of Disclosure: Confidential Information may be oral, visual, or by demonstration, or in some other form not permanently recorded, and shall be considered Confidential Information regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.

 

  1. Period of Confidentiality and Non-Use: Promoter (including its affiliates, employees, agents and consultants) shall maintain in strict confidence for a period of five (5) years from the Effective Date and not disclose any Confidential Information it receives from Company to any third party or use the Confidential Information for its own or any other party’s benefit, except in furtherance of its obligations to Company pursuant to any business transaction it may enter into with Company. Promoter shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary and secret information of like importance, but in any case using no less than a reasonable degree of care. Promoter shall limit access to all Confidential Information to only those of Promoter’s personnel, agents and representatives who need to know such information for carrying out Promoter’s obligations to Company pursuant to any business transaction it may enter into with Company and the Confidential Information will be used only for carrying out Promoter’s obligations to Company pursuant to any business transaction it may enter into with Company. Promoter shall insure that its affiliates, employees, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information by or on behalf of Promoter shall be bound by and shall comply with the terms of this Agreement.

 

 

Breach and Remedies

 

 

The Promoter acknowledges that some breaches in the performance of the this agreement may result in irreparable damage to Company and to Company’s Distributors. The Company and its Distributors will be entitled to injunctive relief or to recover damages against any Promoter who violates this agreement, in any action to enforce its rights under this agreement. The prevailing party shall be entitled to an award of lawyer’s fees, court costs and expenses.

 

 

Termination

 

 

Company reserves the right to terminate a Promoter for any material breach of this Agreement, but not limited to, the following reasons;

 

  1. Violation of any Terms or Conditions of the Promoter’s Agreement;

 

  1. Violation of any applicable law, ordinance, or regulation regarding the Company business;

 

  1. Engaging in unethical business practices or violating standards of fair dealing.

 

  1. Violation of any Terms or Conditions of the Distributor’s Agreement;

 

  1. Making negative and disparaging comments about Company, its products, the Distributor’s Agreement or Compensation Plan, made to Company, other Promoters, Distributors and Customers, in the field or at any Company meeting or event, or any disruptive behavior at any meeting or event.

 

  1. Belittling Company, fellow Promoters, Company products or services, the Compensation Plan, or any and all Company directors, officers, or employees, product suppliers or agents.

 

 

Severability

 

 

If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

 

 

 

 

Governing Law

 

 

Jurisdiction and venue of any controversy or claim arising from the Agreement, or between Company and Promoter, shall be in New York. The laws of the State of New York shall govern all matters relating to or arising from the Agreement or between Company and Promoter.

 

Entire Agreement

 

This Agreement contains the entire understanding between the parties relative
to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and understanding between the parties in respect thereto. No change, modification, alteration or addition to any provision shall be binding unless it is in writing and signed by an authorized representative of both parties.

 

 

Authority: Counterparts

 

 

The individuals executing this Agreement on behalf of each party are duly
authorized to bind such party. This Agreement may be executed in duplicate counterparts (and the parties hereby adopt as original any facsimile or .pdf copy of an original signature), each of which shall be deemed an original and both of which together shall constitute but one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on

RIGHT TO CANCEL: I understand that I can cancel this transaction, without penalty, within the first THREE DAYS or more (if required by law) of my initial purchase. I will receive a full refund of the services purchased during the three-day period, less commissions earned.

I unconditionally accept all terms and conditions contained in this agreement; Likewise, the communications and notifications that must be supplied under this contract, will be understood as made on the day of its sending if the shipments are made by different means, it will be understood that with the first one the communication or notification was supplied. The above addresses, emails for notifications established for this contract, may be changed at any time by written notification addressed to the other Party at least three (3) calendar days prior to the effective date of the new address.

 For proof of the foregoing, this contract is signed in CITY / COUNTRY on the MONTH day of the MONTH OF THE YEAR.

 

I understand and accept that no PAYADSOCIAL, CORP.  Distributor is obliged to participate in the Compensation Plan and at any time and for any reason may declare his intention to cancel or terminate the link through a written notice to PAYADSOCIAL, CORP. Once a Distributor notifies PAYADSOCIAL, CORP. of his resignation or cancellation, he understands and accepts that he can no longer receive.

 

assign any of those positions and I cannot take action against PAYADSOCIAL, CORP.

 

 

Company

 

 

 

PPAYADSOCIAL, CORP. COMPANY

 

 

 

 

Promoter

Name

PAYADSOCIAL,

 

Name

 

Title

company

 

Title

Promoter