PROMOTER PROGRAM AGREEMENT

This Promoter Program Agreement (the “Agreement”) is entered into effective on the date of your Registration,and between you and  SUITEDASH Services LLC (“SUITEDASH”) , a Delaware Corporation hereafter referred to solely as “SUITEDASH”.

RECITALS

A. SUITEDASH licenses a proprietary software application and related services to assist SuiteDash Promoters in acquisition and retention of customers for the SUITEDASH Web Application & related services.

B. SUITEDASH desires to retain the services of Promoter, and Promoter desires to perform such services, to solicit customers for the SUITEDASH Web Application throughout the world as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of SuiteDash Promoter. SUITEDASH Appoints Promoter as its non exclusive SuiteDash Promoter to solicit orders from potential customers for the SUITEDASH Web Application throughout the world. Any customer originated, procured or introduced by Promoter shall be deemed a Customer for which Promoter shall be entitled to Commission. In the case that the customer came in through a Promoter link, the cookie expiration is set at 60 days. SUITEDASH retains the right to Appoint other SuiteDash Promoters to attract customers for SUITEDASH Web Application. In consideration of Promoter’s efforts, SUITEDASH shall pay Promoter a Commission in accordance with Section 4, below.

2. Duties of Promoter. Promoter accepts the Appointment as SUITEDASH’s SuiteDash Promoter for SUITEDASH Web Application and shall at all times use best efforts to promote and develop the sales of the SUITEDASH Web Application to Customers. Promoter shall comply with all applicable laws, ordinances, rules and regulations of any federal, state, county or municipal authorities in performing the services contemplated by this Agreement. Promoter will bear all costs and expenses associated with its/his/her sales efforts under this Agreement. No paid advertising of any kind. Ex. Google Adwords, Facebook Ads, YouTube Ads.

3. Customer Inquiries; Order and Collection Procedures.

(a) SUITEDASH will respond to all requests for SUITEDASH Web Application directly to the Customers. SUITEDASH is responsible to account for all SUITEDASH Web Application provided to Customers and collect amounts directly from Customers.

4. Commissions.

  1. In consideration of the services rendered by Promoter, SUITEDASH shall pay a Commission to Promoter based upon the following:

  1. Monthly Subscription Fees: Promoter shall receive 100% of the first month’s subscription amount, then 20% recurring commission for the next 11 month’s subscription amount. Payouts will then end after the 12 months. If the referred customer cancels their subscription at any time during these first 12 months, then there is no commission paid for any months after the cancellation. Promoter will only get a commission on months that are paid & not refunded during the 30 day refund period.

  2. Yearly Subscription Fees: Promoter shall receive 33% of the first year’s subscription amount if the customer chooses a yearly subscription when upgrading from a Free Trial. If the referred customer cancels their subscription at any time during this first year, then SUITEDASH reserves the right to reduce the balance owed to the Promoter to compensate if any partial refund is granted to the Customer.
  3. No Commission shall be payable on taxes, shipping, refunds or chargebacks.

  1. Promoter earns a Commission pursuant to Section 4(a) upon the receipt of payment resulting from SUITEDASH’s subscription payment arrangement with the customer. Commissions earned during a month will be payable by SUITEDASH to Promoter on or before the 30th of the month following the month in which payment is received by SUITEDASH from SUITEDASH. If Promoter receives a Commission on a customer account that has subsequent chargebacks, refunds, credits or discounts, then SUITEDASH may deduct the Commission from Promoter’s subsequent Commission check for any prior overpayment. SUITEDASH shall provide Promoter with a monthly statement showing the computation of all Commissions payable for the preceding month. The statement shall include a listing of each invoice with respect to which a Commission was earned and a listing of Commission deductions against prior Commissions paid. If a Commission payment would be less than Fifty Dollars ($50.00), then no check shall be issued until the amount of payment exceeds One Hundred Dollars ($50.00).

(c) SUITEDASH shall at all times during the term of this Agreement and for three (3) years thereafter keep and maintain at its usual place of business complete and accurate books of account and records of all of the information necessary to substantiate the revenue received from SUITEDASH Web Application. Promoter shall have the right, upon thirty (30) days written notice, to inspect at SUITEDASH’s usual place of business SUITEDASH’s books of account and records and all other documents and material in the possession of or under the control of SUITEDASH with respect to the subject matter of this Agreement; provided, however, that such inspection may be conducted solely for the purpose of verifying the correctness of the SUITEDASH’s payments hereunder, and all information obtained in connection with any such inspection shall be deemed to be Confidential Information belonging to the SUITEDASH. Promoter shall have free and full access to the appropriate portion of records and shall be permitted to make copies of relevant documents thereof and extracts therefrom; provided, however, that such access shall be provided only for the purposes outlined herein.

In the event that such inspection or statement provided under this Agreement reveals a discrepancy in the amount of Commission owed to Promoter from what was actually paid to Promoter, Promoter will notify SUITEDASH of the discrepancy. If SUITEDASH agrees that there was indeed a discrepancy, SUITEDASH will pay the discrepant amount within 5 business days.

If SUITEDASH disagrees that there was a discrepancy and Promoter exercises it’s right of inspection under this Agreement, and if any such inspection reveals a discrepancy reveals Commission due Promoter in excess of five percent (5%) of the Commission paid Promoter for the period covered by such inspection or statement, SUITEDASH shall also pay Promoter, within five (5) days of Promoter’s demand, any inspection fees, costs, and expenses (including attorney’s fees) incurred by Promoter in connection therewith. The payment and reimbursement provision of this Section 4(d) shall be in addition to any other contractual, legal or equitable rights which Promoter may have with respect to such underpayments.

5. Sales Policy. SUITEDASH shall determine all prices and terms of sales and SUITEDASH has the right to accept or decline Customers. SUITEDASH, in its sole discretion, has the right to change all prices and terms for sales upon notice to SUITEDASH. SUITEDASH shall promptly notify Promoter of any changes instituted by SUITEDASH. Promoter shall not, without SUITEDASH’s prior written approval, alter, enlarge, or limit orders, make representations or guarantees concerning the SUITEDASH Web Application or accept the return of, or make any allowance for, the SUITEDASH Web Application. Promoter shall abide by both SUITEDASH and SUITEDASH’s policies and communicate the policies to Customers. Promoter shall assist SUITEDASH in obtaining information that the SUITEDASH credit department may request from time to time relative to the credit standing of a Customer. Promoter acknowledges that subsequent to acceptance of a customer, SUITEDASH may decline to continue sales of SUITEDASH Web Application to a Customer at its reasonable discretion.

6. Indemnification. Promoter agrees to indemnify and hold SUITEDASH harmless against and to pay all losses, costs, damages, or expenses, including attorneys’ fees, that SUITEDASH sustains on account of or arising from any willful breach of the terms of this Agreement by Promoter.

7. Customer Complaints. SUITEDASH and Promoter will immediately notify the other party of any Customer complaint that SUITEDASH or Promoter, as the case may be, receives and advise the other party of the nature of the complaint so that the parties may respond to Customer.

8. Relationship of SUITEDASH and Promoter. Promoter is an independent contractor and nothing contained in this Agreement shall be construed to (a) constitute Promoter as a partner, joint venturer, employee, or agent of SUITEDASH or (b) allow either party to create or assume any obligation or bind the other party in any respect, except as explicitly provided in this Agreement. Promoter is not authorized to make any representation, contract or commitment on behalf of SUITEDASH unless specifically requested or authorized in writing to do so by an officer of SUITEDASH. Promoter will not be entitled to any of the benefits which SUITEDASH may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. The manner and means by which Promoter chooses to render the Services are in Promoter’s sole discretion and control. In rendering the Services, Promoter agrees to provide its own equipment, tools and other materials at Promoter’s own expense. Promoter is solely responsible for, and will timely file all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under this Agreement. Promoter is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing the Services under this Agreement. No part of Promoter’s compensation will be subject to withholding by SUITEDASH for the payment of any social security, federal, state or any other employee payroll taxes. SUITEDASH will regularly report amounts paid to Promoter by filing Form 1099-MISC with the Internal Revenue Service as required by law.

9. Non-solicitation. Each of SUITEDASH and Promoter covenant to, and agree with, the other party that, for a period of two (2) years following the Term (as defined in Section 11(a), neither SUITEDASH nor Promoter will solicit, induce or attempt to induce, any employee of the other party to terminate such relationship with the other party. Notwithstanding the foregoing, if an employee of either party terminates its employment or is terminated, with or without cause, then the other party shall be entitled to hire that employee.

10. New Services.

(a) SUITEDASH agrees to furnish to Promoter information concerning the availability of any new SUITEDASH products or services that may be marketable by Promoter. All new services, software applications or enhancements to existing software or services shall be included as SUITEDASH Web Application subject to this Agreement.

11. Term; Termination.

(a) Term. This Agreement is effective from the date first above written and shall continue for a period of one (1) year, unless earlier terminated pursuant to Section 11(b). This Agreement shall automatically renew year by year.

(b) Termination. SUITEDASH may terminate this Agreement prior to the end of any Term with sixty (60) days prior written notice to Promoter, or, upon a material breach by Promoter of this Agreement, at any time during a Term with thirty (30) days notice, provided that Promoter may cure any breach within such thirty (30) days in which event the Agreement shall not terminate. Promoter may terminate this Agreement prior to the end of any Term with sixty (60) days prior written notice to SUITEDASH, or an earlier date as mutually agreed upon by both parties.

13. Dispute Resolution. In the event that any controversy or claim relating to any aspect of this Agreement, its breach, or to the relationship created by this Agreement arises (each, the “Dispute”), the parties shall be attempt to resolve the Dispute through personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between negotiators for the parties to attempt to resolve the Dispute. The Parties agree to allot fifteen (15) business days for the negotiators to resolve the Dispute, beginning on the date of delivery of notice by one party to the other party of the desire to negotiate a resolution of the Dispute. If the Dispute is not resolved by negotiators within the allotted time frame, as such period may be extended by mutual agreement, then either party may elect to commence legal action.

14. Proprietary Rights. Promoter agrees that SUITEDASH retains proprietary rights in and to all product specifications, designs, engineering details, discoveries, inventions, patents, trade secrets and other proprietary rights relating to the SUITEDASH Web Application. Promoter agrees not to use or register for use any name or mark confusingly similar to any trademark of SUITEDASH. Upon termination of this Agreement for any reason, Promoter agrees to discontinue use of all SUITEDASH and SUITEDASH trademarks.

15. “Confidential Information” shall mean all information disclosed by SUITEDASH to Promoter, or otherwise obtained by Promoter in connection with its sales and marketing of the SUITEDASH Web Application, that is not generally known in SUITEDASH’s trade or in the industries served by SUITEDASH, including, without limitation, (a) SUITEDASH’s capitalization structure, and the identity of its investors and creditors, (b) the identity of SUITEDASH’s business partners, clients, distributors and suppliers, and the terms of any agreement SUITEDASH establishes or is negotiating with any of them, (c) SUITEDASH’s business plans, forecasts, financial projections, budgets, actual sales and revenue levels, and unpublished financial statements, (d) SUITEDASH’s prices, proposal content and business costs, (e) concepts, ideas, designs and plans related to SUITEDASH’s development, marketing, sales and production of products and services, whether discontinued, current or future, (f) SUITEDASH’s trade secrets, drawings, inventions and know-how, (g) SUITEDASH’s plans for research, development, and new service offerings or products, and (h) all information regarding the names, skills and compensation of employees, contractors and agents of SUITEDASH and any of such information regarding SUITEDASH. Confidential Information shall also include all proprietary and other confidential information that any third party discloses in confidence (or subject to non-disclosure and/or restricted-use covenants) to SUITEDASH or to Promoter in the course of SUITEDASH’s business. Further, any information that SUITEDASH discloses to Promoter which, if such information had been disclosed by SUITEDASH itself, would be deemed hereunder to be Confidential Information, shall also be deemed to be Confidential Information for purposes hereof.

16. Representations and Warranties of Promoter. Promoter represents and warrants that Promoter has the full right and authority to enter into this Agreement and perform his obligations hereunder.

17. Representations and Warranties of SUITEDASH. SUITEDASH warrants and represents as follows:

17.1 SUITEDASH is a limited liability company organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the contracts to which it is a party.

17.2 SUITEDASH has all requisite right, power and authority to execute and deliver this Agreement and to perform its obligations under this and such action has been duly authorized by all necessary action of SUITEDASH.

(a) This Agreement has been duly executed and delivered by SUITEDASH and constitutes the legal, valid and binding obligation of SUITEDASH, enforceable against it, as applicable, in accordance with its terms.

(b) The execution and delivery of this Agreement, do not and will not, directly or indirectly, with or without the giving of notice or lapse of time, or both, violate any provision of SUITEDASH’s organizational and constituent documents, or SUITEDASH’s knowledge, contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental agency the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by SUITEDASH or that otherwise relates to the SUITEDASH Web Application;

18. Confidential Information. Promoter agrees to hold the Confidential Information in strict confidence and not to directly or indirectly disclose such Confidential Information to any third party except with the prior written authorization of SUITEDASH and, then, solely for the benefit of SUITEDASH in connection with SUITEDASH’s business and in a manner consistent with SUITEDASH’s business practices and policies. Promoter also agrees not to use any of the Confidential Information for any purpose other than sales and marketing of the SUITEDASH Web Application. Promoter’s obligations set forth in this Section 18 shall not apply with respect to any portion of the Confidential Information that Promoter can prove (through documentation or other objective evidence): (a) was in Promoter’s possession before execution of this Agreement, provided that the source of such information, to the knowledge of Promoter after due inquiry, was not bound by an obligation of confidentiality with respect to such information; or (b) is or becomes generally available to the public through no fault of, or without violation of any duty of confidentiality of Promoter; or (c) is received by Promoter from a third party without, to the knowledge of Promoter after due inquiry, violation of a duty of confidentiality. In addition, Promoter may disclose SUITEDASH’s Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law, provided that (i) Promoter has given notice to SUITEDASH of such order or requirement, and (ii) SUITEDASH has been afforded a reasonable opportunity to prevent or limit such disclosure. All Confidential Information furnished to Promoter by SUITEDASH is the sole and exclusive property of SUITEDASH or, as applicable, its subsidiaries, affiliates, suppliers or customers. Promoter agrees that, upon request by SUITEDASH, Promoter will promptly deliver to SUITEDASH the original and any copies of such Confidential Information in its possession or under its control.

19. No Conflict of Interest. During the Term of this Agreement, Promoter will not accept work, enter into a contract, or accept an obligation from any third party, that is inconsistent or incompatible with Promoter’s obligations, or the scope of the Services rendered for SUITEDASH, under this Agreement. Promoter warrants that there exists no other contract or duty on its part that is inconsistent with this Agreement. Promoter agrees to indemnify SUITEDASH from any and all loss or liability incurred by reason of the alleged breach by Promoter of any agreement with any third party.

20. Noninterference with Business. Promoter agrees that during the Term, and for a period of 24 months immediately thereafter, Promoter shall not solicit or induce any of SUITEDASH’s suppliers, vendors or other third party providers to terminate any contractual or other relationship with SUITEDASH or materially reduce the volume of SUITEDASH Web Application they purchase from SUITEDASH through SUITEDASH of SUITEDASH. Promoter agrees that during the Term, and for a period of one year immediately thereafter, Promoter shall not interfere with the business of SUITEDASH by soliciting or inducing any of SUITEDASH’s employees or independent contractors to terminate or breach an employment, contractual or other relationship with SUITEDASH.

21. Miscellaneous.

(a) Authorization. Each party represents to the other party that such party has the full power and authority to enter into and perform this Agreement in accordance with its terms. All necessary action has been taken to authorize the execution, delivery and performance of this Agreement by such party. The individuals executing this Agreement on behalf of such party are authorized to do so and, upon their execution hereof, this Agreement will be binding upon and enforceable against such party in accordance with its terms.

(b) Entire Agreement. This Agreement is the final, complete and exclusive statement and expression of the agreement between the parties relating to the subject matter of this Agreement. This Agreement supersedes, and cannot be varied, contradicted or supplemented by, evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements of any kind between the parties.

(c) Assignment; Binding Effect; Amendment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Promoter may assign its right, title and interest in and to this Agreement to a wholly owned company at any time and without the consent of SUITEDASH; in the event of such assignment, Promoter shall provide SUITEDASH with the name and address of assignee within ten (10) business days of assignment. Except as set forth above, neither SUITEDASH nor Promoter may assign this Agreement without the prior written consent of the other party. This Agreement, upon execution and delivery, constitutes a valid and binding agreement of the parties hereto enforceable in accordance with its terms and may be modified or amended only by a written instrument executed by each of the parties. Nothing in this Agreement shall prevent Promoter from hiring employees or engaging independent contractors to assist in marketing and selling the SUITEDASH Web Application on Promoter’s behalf.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without any reference to the application of any conflicts of laws.

(e) Severability. If any provision of this Agreement conflicts with governing law, the remaining provisions shall remain valid.

(f) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

(g) Notices. All notices between the parties shall be in writing and effective when sent by certified mail to the addresses stated in the opening paragraph of this Agreement.

(h) Survival. The rights and obligations contained in Section 4 (a) through(d) (Compensation”) Section 6 (“Representations and Warranties”), Section 16 (Representations and Warranties of Promoter) and Section 17 (Representations and Warranties of SUITEDASH) Section 18 (“Confidential Information”) and Section 20 (“Noninterference with Business”) will survive any termination or expiration of this Agreement.

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