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Kudos 365 Independent Sales Representative (ISR) Agreement Terms and Conditions

THIS Document CONTAINS ALL THE TERMS OF THE AGREEMENT between Kudos 365, Inc ("Kudos 365") and its Independent Sales Representatives ("ISR") and it is further subject to all Terms and Conditions and policies listed on Kudos365.com. Kudos 365 will review all ISR signup requests and will at its sole discretion decide which requests to accept or reject.

I. General

  1. Kudos 365 is in the business of providing online Promotional Advertising Services through www.Kudos365.com and other related websites and mobile Apps (The "Websites") The ISR is desirous to promote 3rd party U.S operating businesses to post Offers and/or News on the Websites. As part of this agreement Kudos 365 will provide the Independent Sales Representative (“ISR”) access to an ISR specific web page (”ISR Dashboard”) for the exclusive use of the ISR to view the status of the ISR's Associated Businesses, access Kudos 365 marketing resources and manage the ISR's account.

  2. The ISR Dashboard will contain a unique ISR referral link with a referring ID for the ISR to make available to prospective businesses as well as html code for a button containing the ISR's referring ID which the ISR may place on his/her web page,. Businesses joining Kudos 365 with the ISR's referring ID will be automatically associated with the referring ISR and become an associated ISR business (Associated Business). Any Associated Business purchasing and paying for a post will be credited to the ISR for the purpose of calculating and paying sales commissions. Kudos 365 is free to terminate a specific business association with the ISR if an Associated Business requests it.

  3. The ISR role under this agreement is limited to getting new 3rd party businesses that are legally operating in the USA, to join Kudos 365 using the ISR's referral ID and to encourage and facilitate the ISR Associated Businesses to purchase posting of Offers and News on the Websites. A business owned by the ISR is not allowed to be an Associated Business.

  4. The ISR will make no representations or warranties with respect to any Kudos 365 Products or Services. Neither party shall incur any obligations to each other beyond those specifically defined in this agreement. Additionally neither party shall have any obligation to the other party after the expiration of the agreement or as a result of its termination except as indicated in this agreement. ISR's are not employed by Kudos 365 and must not give the impression they are an employee, partner, in a joint venture, or other associate of Kudos 365

  5. The ISR shall be solely liable for any and all of his/her expenses incurred pursuant to this Agreement and shall not be reimbursed for such expenses by Kudos 365.

  6. Kudos 365 will report the ISR commissions to the IRS as required by law. The ISR is solely responsible for payment of any and all taxes including Federal or State taxes. The ISR will be required to submit the information required for 1099 preparation in order to complete this Agreement.

  7. The ISR shall be solely responsible to comply with any and all applicable licensing or other requirements from government or regulatory bodies pertinent to the ISR selling the services offered by Kudos 365 to businesses.

II. Term and Applicability

  1. This agreement is restricted to ISR's living in the USA, it is not exclusive for either party and Kudos 365 and ISR acknowledge that they are free to enter into similar agreements with other parties. Any Associated Business which has not had at least one Qualified Postings on Kudos 365 in the prior 12 months will be automatically removed from the ISR.

    The term of this Agreement shall begin on the date Kudos 365 approves the ISR application (the Effective Date) and shall continue for one year (the “Term).Unless terminated, the Term shall be automatically renewed for an additional period of one (1) year if the ISR has achieved a minimum performance of 2000 Qualified Postings days . Minimum performance level for automatic renewal in subsequent years will be defined at a later time. Either party may terminate this Agreement at any time for any reason with a 30 day written notice. Kudos 365 also has the right to terminate this agreement immediately and without notice if the ISR violates the Terms of this Agreement.

  2. Upon expiration or termination of this Agreement, Kudos 365 will cancel the ISR account and turn off access to the ISR Dashboard. Kudos 365 shall have no obligation toward the ISR beyond the payment of outstanding ISR commissions due at the time of expiration or termination of the Agreement. The ISR hereby agrees to assert no claim beyond that.

III. Commissions

  1. The ISR will receive as commissions, 40% of the Net Revenue of his/her Associated Businesses' Postings ("Commissions"). The ISR Commissions will be paid in United States dollars and shall be ISR’s sole compensation for its activities hereunder. Commissions are payable monthly unless the total owed is under $100 in which case it will be added to the next month commission and paid when the total amount owed is greater than $100. Payment is made by means of check to ISR’s address typically mailed by the 15th of each month.

  2. Net revenue is defined as the amount collected by Kudos 365 for Qualified Postings from an ISR Associated Business excluding any applicable taxes, minus refunds if any ("Net Revenue"). The current pricing for business postings can be found on the Kudos365.com website. Qualified postings are those News or Offers postings on the Websites made and paid by an Associated Business ("Qualified Postings"). Kudos 365 has the sole right and authority to discount, credit or allow free business postings which in turn will negatively affect the Net Revenue collected and the ISR Commissions.

  3. All objections to statements of account rendered by Kudos 365 are waived by ISR unless written notice thereof is given within thirty (30) days after receipt of the respective statement.

IV. Intellectual Property

  1. ISR shall not use or add a Kudos 365’s trademark, trade names, corporate slogans, goodwill or product designations in any letterheads, their title in an email signature, labels, envelopes, advertising copy, promotional material, signs or other written or printed material except as specifically provided by Kudos 365 or authorized in writing by Kudos 365 in advance. Kudos 365 and ISR agree that each retains ownership rights in and to its respective trademarks, service marks, trade dresses whether presently existing or later developed.

  2. In the normal course of business' products and services change and evolve. The ISR agrees that Kudos 365 is the sole owner of any changes to its offerings, including but not limited to services, products and Websites regardless of how the idea was generated or implemented.

V. Miscellaneous

  1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A. The prevailing party in any dispute will be entitled to recover all costs and expenses of any proceedings (including trial, appellate, and arbitration proceedings), including attorney fees incurred therein. The parties to this Agreement consent to the exclusive jurisdiction and venue of the federal and state courts sitting in Seattle, Washington.

  2. Kudos 365 shall have the sole discretion to, at any time, modify its Products and Services, prices, terms and conditions, software license, policies and procedures governing all sales and agreements including these Terms and Conditions. Additionally, Kudos 365 maintains full rights and access to work directly with the businesses including canceling a business membership and/or listing.

  3. Kudos 365 has the sole responsibility and control over collection of funds due from any and all businesses for any Qualified Postings and shall have full discretion with respect to the collection, adjustment or discounts of any amount due.

Posted 8-27-2014