MY POWER MALL (hereafter known as MPM), a division of Together We Can Change The World, Inc. is a Shopping Rebate System dedicated to creating a Win/Win situations for every Member who chooses to align themselves with MPM. All parts of this agreement are to assure this reality.
BUSINESS INCOME MALL AGREEMENT
In consideration of the foregoing and of the mutual promises contained in the Agreement, the parties agree as follows:
1. LICENSE GRANT. Subject to the terms and conditions set forth in the Agreement, MPM hereby grants to MPM Member (hereafter known as Member) the right to represent MPM for the purpose of building a business to generate personal income.
2. Members sole authority shall be to market MPM as a viable way to create business income.
3. Term. Subject to the provisions for termination as hereafter provided, the term of this Agreement shall be indefinite.
4. Independent Contractors. The relationship of MPM and Member is that of independent contractors, and nothing contained in these Terms and Conditions shall be construed to (i) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (ii) allow Member to create or assume any obligation on behalf of MPM for any purpose whatsoever. All financial and other obligations associated with Member's business are the sole responsibility of Member. MPM will not make deductions from payments made to Member for taxes, all of which will be Member's responsibility. Member agrees to indemnify and hold MPM harmless from any liability for, or assessment of, any such taxes imposed on MPM by relevant taxing authorities. Member shall be solely responsible for, and shall indemnify and hold MPM free and harmless from, any and all claims, damages or lawsuits (including MPM's attorneys' fees) arising out of the negligent acts or willful misconduct of Member, its employees or its agents.
5. Requirement. The only requirement to keep your Mall is that you purchase at least one thing each month in your Power Mall or through one of the registered merchants in our Local Merchant Program. There is no mandatory amount but you do have to make at least one purchase each month. This requirement begins at the end of your first full month with My Power Mall.
Failure to meet this requirement will result in your MPM business being deactivated, with you losing the team you have built to date. Any Shopping Rebates due to that date will be paid in accordance with Clause # 15. You can join again at any time but you will not regain your team. To keep this from happening, all you have to do is commit to just one purchase a month through your Mall.
6. Compensation. Compensation within MPM has been designed to assure a Win-Win situation for every Member. Compensation is based solely on the sale of services and products available through the MPM Power Mall. Compensation will be made both on all personal purchases through Member's own Power Mall, as well as purchases made through the Power Malls of all additional Members within the Member’s Personal Shopping Rebate System.
All MPM commissions are contingent on the receipt and clearance of good and sufficient funds by MPM from MPM merchants.
All compensation shall be payable in a lump sum on the first (1st) of each month following the end of business from the previous month.
Compensations shall be paid in the following manner:
Personal Mall (Tier 1) 7%
2nd Shopping Tier 14%
3rd Shopping Tier 29%
4th Shopping Tier 35%
5th Shopping Tier 3%
6th Shopping Tier 3%
7th Shopping Tier 3%
8th Shopping Tier 3%
9th Shopping Tier 3%
7. Payment Method. All MPM commissions are paid with the MPM Payment Card. When you have accrued $10.00 in commissions you will receive your MPM Payment Card. We will deduct $3.00 each time we load more commissions on the card. All fees and costs associated with the MPM Debit Card will be clearly communicated by My Power Mall through your Back Office Administration area.
Your payment is dependent upon our being able to get payment to you. You are responsible for making sure we have a correct mailing address, phone # and email address. We will make every effort to pay your commissions. If a commission payment or payment email is returned, we will continue to attempt to make payment for 3 pay cycles. At that point, the income will be absorbed into the Together We Can Change The World Foundation.
8. Acceptance. While we normally accept any Individual, Non-Profit, Church, School, or Business, we reserve the right to refuse or cancel membership if we determine there is involvement with terrorism, hate crimes or pornography.
9. Promotion of the Service. Member may, at their own expense, vigorously promote the sale of and stimulate demand for MPM by advertising and by direct solicitation. In no event shall Member make any representation, guarantee or warranty concerning MPM Membership except as expressly authorized by MPM.
10. Expense of Doing Business. Member shall bear the entire cost and expense of conducting its business in accordance with the terms of these Terms and Conditions.
11. Territorial Rights. Member can conduct business anywhere in the world without franchise or territorial restrictions.
12. Alterations to Member Position. Representative may transfer, sell or will his or her position at any time. Name and payment information can be changed via member’s secured administrative back office.
13. Use of MPM Proprietary Information. To maintain accuracy and consistent image, it is required that all media inquiries (including radio, television, and print publication) be referred directly to MPM and requires prior written approval. Any marketing material with the MPM name and logo on it will need to have written approval before being used. Materials which do not mention MPM are the sole responsibility of each Member. No phone numbers or the address of MPM may be used on any materials.
14. Business Cards. The MPM Name and Logo may be used on business cards developed by the Member.
15. Trademarks. During the term of the Agreements, Member shall have the right to indicate to the public that it is an authorized representative of MPM and to advertise MPM under the trademarks and trade names that MPM may adopt from time to time (the "MPM Trademarks"). Nothing herein shall grant Member any right, title or interest in MPM Trademarks. At no time during or after the term of the Agreements shall Member challenge or assist others to challenge MPM Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of MPM. All representations of MPM Trademarks that Member intends to use shall be exact copies of those used by MPM or shall first be submitted to MPM for approval (which shall not be unreasonably withheld) of design, color, and other details. If any of MPM Trademarks are to be used in conjunction with another trademark on or in relation to the Services, MPM mark shall be presented equally legibly, equally prominently, and of equal or greater size than the other but nevertheless separated from the other so that each appears to be a mark in its own right, distinct from the other mark.
16. Involuntary Termination. Member can be terminated immediately, including the cancellation of their MPM websites, at the sole discretion of MPM for false representation; spamming during marketing practices; abridgement of this Member agreement; Unethical behavior; or infringement of copyright, patent and trademark restrictions applicable to MPM. In the case of termination, any Shopping Rebates due to that date will be paid in accordance with Clause # 23. This act will only be taken when there is no other resort to handle differences and conflicts.
17. Limitation on Liability. IN THE EVENT OF TERMINATION BY EITHER PARTY, IN ACCORDANCE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, BECAUSE OF SUCH TERMINATION, FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS IN PARTICIPANT TERMS & CONDITIONS CONNECTION WITH THE BUSINESS OR GOODWILL OF MPM OR MEMBER. MPM'S SOLE LIABILITY UNDER THE TERMS OF THIS DOCUMENT SHALL BE FOR ANY UNPAID COMMISSIONS.
18. No Consequential Damages. MPM WILL MAKE EVERY EFFORT TO ASSURE NON-INTERRUPTED SERVICE THROUGH OUR POWER MALL SYSTEMS BUT IN NO EVENT SHALL MPM BE LIABLE TO MEMBER FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND UNDER ANY CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS DOCUMENT, MPM'S TOTAL LIABILITY FOR DAMAGES IN CONNECTION WITH THE RELATIONSHIP, WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER FORM OF ACTION, SHALL BE FOR ANY UNPAID COMMISSIONS DUE MEMBER.
19. Indemnification. Member shall be solely responsible for, and shall indemnify and hold MPM free and harmless from, any and all claims, damages or lawsuits (including MPM's attorneys' fees) arising out of the acts or omissions or misconduct of Member, its employees or its agents, including, without limitation, claims by third parties against MPM as a result of Member's (i) representation of MPM in a manner inconsistent with MPM's published Personal Shopping Rebate System descriptions and warranties, (ii) use of MPM inconsistent with the terms of the Agreements and the published terms, (iii) service or support of the Services; or (iv) failure of Member, its employees or agents to comply with any applicable local or regional law or regulation. The Member agrees to hold MPM and Together We Can Change The World, Inc. harmless from any claim or claims resulting from the Member's activities whether on behalf of MPM or not.
20. Injuries. Member acknowledges that Member must obtain and provide its own coverage's for any and all injury claims that may arise from Member's participation with MPM.
21. Miscellaneous.
(a) Successors and Assigns. The rights and obligations of the Member under the Agreements may not be transferred or assigned directly or indirectly, without the express written consent of MPM Subject to the foregoing, terms and conditions of this the Agreements shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in the Agreements, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this the Agreements, except as expressly provided in the Agreements. MPM shall have the right to assign the Agreements without the consent of Member.
(b) Arbitration. Any controversy or claim arising out of or relating to the 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 may be entered in any court having jurisdiction thereof. The parties waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the City of Bellingham, WA, or whatever city Together We Can Change The World, Inc. corporate offices are currently located. The parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. No other aspects of the Federal Rules of Civil Procedure shall be applicable to arbitration. There shall be one arbitrator, an attorney at law, who shall have expertise in business law. If arbitration is necessary to enforce or interpret the terms of the Agreements, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
(c) Notices. Any notice required or permitted by the Agreements shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile or electronic mail transmission, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address, facsimile number or electronic mail address as set forth below, or as subsequently modified by written notice.
(d) Severability. If one or more provisions of the Agreements are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from the Agreements, (ii) the balance of the Agreements shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreements shall be enforceable in accordance with its terms.
(e) Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.
(f) Advice of Legal Counsel. Each party acknowledges and represents that, in executing the Agreements, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of the Agreements. The Agreements shall not be construed against any party by reason of the drafting or preparation thereof.
22. Voluntary Cancellation of Member Agreement. Member may cancel their MPM membership at any time. Any Shopping Rebates due to that date will be paid in accordance with Clause # 23.
23. Voluntary or Involuntary Cancellation Final Payment. Final payment will be made upon Mall cancellation if the amount due is $5.00 or greater. If you have an MPM Payment card the final disbursement will be made on your card. If you do not have a card, your final disbursement will be made by check. Upon cancellation, any incomes generated by the cancelled Mall will be absorbed by the Together We Can Change The World Foundation; with 100% of the income going to make a difference in the world.
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