TELL ME WHAT YA WANT.COM BUSINESS ASSOCIATE AGREEMENT
1. Authorization and Contract.
By executing the Tell Me What Ya Want.Com Business Associate Agreement (“Agreement”), you apply for legal authorization to become a Tell Me What Ya Want.Com Business Associate, (hereinafter “Business Associate”, “Associate” or “Advertiser”) and enter into contract with Tell Me What Ya Want, Inc., hereinafter “TMWYW”, “Company” or “Agency”, and collectively referred to as “Each Party” or “Parties”. You acknowledge that prior to signing you have received, read and understood the TMWYW Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on www.tellmewhatyawant.com, and that you have read and agree to all terms set forth in this Agreement. TMWYW reserves the right to reject any application for any reason within 30 days of receipt.
Agency is in the business of providing advertising services. Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising services, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
A. Engagement.
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's placing of advertising for certain Advertiser’s products and/or services as follows:
1a. Review Advertiser's current and proposed products and/or services to ensure that Advertiser is meeting the Agency’s conditions of site as defined below.
2a. Agency shall provide one (1) Business Card advertisement per contract. Each membership includes Logo, Name, Address, Phone Number, Link to Advertiser’s Website, Services Rendered and Special Deal that’s offered of the Business. Products and/or services as stated in application are the services that the business card advertisement will include. Advertiser understands that Agency has the right to Cancel Agreement if a breach in contract occurs such as, but not limited to, Advertiser not honoring advertisement of the products and/or services stated in application.
3a. Once Advertiser is advertising; Agency will periodically assess and verify individual sites and advertisements, assuring that Advertiser is following the terms and conditions of site, abiding henceforth in this Agreement.
B. Terms Defined
1b. Review: Agency will review the Advertiser’s products and/or services to understand what the Advertiser is providing. Agency will discuss the special offer that the Advertiser will be offering to consumer; a requirement stated within the terms and conditions of the site as defined below.
2b. Terms and Conditions of Site:
· Advertiser must give a discounted offer, also known as “Special Offer,” in addition to any regular or standard retail price for their products and/or services (for example, 25% off their current price for their products and/or services outside of Agency’s website).
· Advertiser must place the following information on its Advertisement Space: Company Name, Phone Number, Products and/or Services, Special Offer.
· Advertisement or use of service containing; profanity, pornography, nudity, vulgarity, offensive and improper conduct, and inappropriate offensive behavior such as malice, racism, discrimination, prejudice, harassment, and/or like behavior is considered breach of contract and is unacceptable.
3b. Advertisement Space: the page within the Agency’s website that Agency provides Advertiser with.
4b. Business Card Advertisement: Agency provides Advertiser with a space that includes what you would place on a business card: business logo, name of the company, phone number, business address, website, products and/or services and special deal.
5b. Non-profit: Nonprofit status is determined by a qualified 501(c) 3.
2. Expiration, Renewal, and Termination.
The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If you fail to annually renew your TMWYW business associate agreement, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as an Associate. Prior to termination of the Agreement, Agency will review Advertiser’s products and/or services and determine if a renewal contract should take place, subject to price increase. If Agency considers renewal offer to be beneficial, renewal offer will be sent out 30 days prior to Termination Date and will take effect at 12:01am on Termination Date with both Parties in agreement. TMWYW reserves the right to terminate all Associate Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via direct selling channels. Associate may cancel this Agreement at any time, and for any reason, upon written notice to TMWYW at its principal business address. TMWYW may cancel this Agreement for any reason upon 30 days advance written notice to the Associate. TMWYW may also take actions short of termination of the Agreement, if the TMWYW Associate breaches any of its provisions. Upon termination of the Agreement, Agency shall delete any online materials in Agency's possession or subject to Agency's control that are the property of Advertiser.
3. Independent Contractor Status.
You agree this authorization does not make you an employee, agent, or legal representative of TMWYW. As a self-employed independent contractor, you will be operating your own independent business, advertising your products and/or services through TMWYW on your own account.
4. Ownership and Use.
Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Advertiser pursuant to this Agreement and utilized by Advertiser.
5. Competitors.
During the term of this Agreement, Agency may accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Advertiser with respect to which the Agency is providing any service pursuant to this Agreement.
6. Selling Products and/or Services.
You agree to make no representations or claims about any services beyond those shown in the official TMWYW website.
7. TMWYW’s Proprietary Information and Trade Secrets.
You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by TMWYW, and all TMWYW Associate information generated there from, in its present or future forms, constitutes a commercially advantageous, unique and proprietary trade secret of TMWYW, which it keeps as proprietary and confidential and treats as a trade secret.
8. Non-Solicitation Agreement.
In accordance with the Policies and Procedures, you agree that during the period while you are an Associate, and for one calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other TMWYW Associate to compete with the business of TMWYW.
9. Images / Recordings / Consents.
You agree to permit TMWYW to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by TMWYW for any lawful purpose, and without compensation.
10. Modification of Terms.
The terms of this Agreement may be modified as specified in Section 1 in the Policies and Procedures.
11. Indemnification.
A. Advertiser shall indemnify and hold Agency harmless with respect to any claims, loss, suit, liability or judgment suffered by Advertiser, including reasonable attorney's fees and costs, based upon or related to any item prepared by Advertiser or at Advertiser’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest. Advertiser agrees to procure and maintain in force during the term of this Agreement, at Advertiser 's expense, a liability policy or policies having the minimum limit required by law covering any of the claims and/or costs applicable by any of the stated above.
B. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability, damage or judgment suffered by Advertiser, including reasonable attorney's fees and court costs, which results from the use by Agency of any material furnished by Advertiser or where material created by Advertiser or at the direction of Advertiser subject to the indemnification in subsection A. above is materially changed by Agency. Information or data obtained by Advertiser from Agency to substantiate claims made in advertising shall be deemed to be "material furnished by Advertiser to Agency".
C. In the event of any proceeding, litigation or suit against Agency by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Advertiser, Advertiser shall assist in the preparation of the defense of such action or proceeding and cooperate with Agency and Agency’s attorneys.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
13. Jurisdiction and Governing Law.
The formation, construction, interpretation, and enforceability of your contract with TMWYW as set forth in this Associate Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of California without regard to conflict of law provisions.
14. Dispute Resolution.
All disputes and claims relating to TMWYW, its services, the rights and obligations of an Associate and TMWYW, or any other claims or causes of action relating to the performance of either an Associate or TMWYW under the Agreement or the TMWYW Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in El Monte, California, or such other location as TMWYW prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against TMWYW, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding.
This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent TMWYW from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
15. Time Limitation.
If an Associate wishes to bring an action against TMWYW for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action.
Associate waives all claims that any other statutes of limitations apply.
16. Nonrefundable Membership Fees.
You understand and agree that the membership fees are nonrefundable. The digital nature of the service and the immediacy of the benefits make any possibility for a refund commercially impractical. However, TMWYW does offer a 10-day refund on the initial subscription fee.
17. Miscellaneous.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and TMWYW, and supersedes any prior agreements, understandings, and obligations between you and TMWYW concerning the subject matter of your contract with TMWYW.
18. Notice of Right to Cancel.
You may request a refund on your enrollment fee if it’s done within seven business days from the date of enrollment. If you cancel, any enrollment fees paid will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to Tell Me What Ya Want, Inc., 10505 Valley Blvd Suite 232, El Monte, CA 91731, not later than midnight of the seventh business day following the date of this Agreement.
1. Authorization and Contract.
By executing the Tell Me What Ya Want.Com Business Associate Agreement (“Agreement”), you apply for legal authorization to become a Tell Me What Ya Want.Com Business Associate, (hereinafter “Business Associate”, “Associate” or “Advertiser”) and enter into contract with Tell Me What Ya Want, Inc., hereinafter “TMWYW”, “Company” or “Agency”, and collectively referred to as “Each Party” or “Parties”. You acknowledge that prior to signing you have received, read and understood the TMWYW Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on www.tellmewhatyawant.com, and that you have read and agree to all terms set forth in this Agreement. TMWYW reserves the right to reject any application for any reason within 30 days of receipt.
Agency is in the business of providing advertising services. Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising services, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
A. Engagement.
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's placing of advertising for certain Advertiser’s products and/or services as follows:
1a. Review Advertiser's current and proposed products and/or services to ensure that Advertiser is meeting the Agency’s conditions of site as defined below.
2a. Agency shall provide one (1) Business Card advertisement per contract. Each membership includes Logo, Name, Address, Phone Number, Link to Advertiser’s Website, Services Rendered and Special Deal that’s offered of the Business. Products and/or services as stated in application are the services that the business card advertisement will include. Advertiser understands that Agency has the right to Cancel Agreement if a breach in contract occurs such as, but not limited to, Advertiser not honoring advertisement of the products and/or services stated in application.
3a. Once Advertiser is advertising; Agency will periodically assess and verify individual sites and advertisements, assuring that Advertiser is following the terms and conditions of site, abiding henceforth in this Agreement.
B. Terms Defined
1b. Review: Agency will review the Advertiser’s products and/or services to understand what the Advertiser is providing. Agency will discuss the special offer that the Advertiser will be offering to consumer; a requirement stated within the terms and conditions of the site as defined below.
2b. Terms and Conditions of Site:
· Advertiser must give a discounted offer, also known as “Special Offer,” in addition to any regular or standard retail price for their products and/or services (for example, 25% off their current price for their products and/or services outside of Agency’s website).
· Advertiser must place the following information on its Advertisement Space: Company Name, Phone Number, Products and/or Services, Special Offer.
· Advertisement or use of service containing; profanity, pornography, nudity, vulgarity, offensive and improper conduct, and inappropriate offensive behavior such as malice, racism, discrimination, prejudice, harassment, and/or like behavior is considered breach of contract and is unacceptable.
3b. Advertisement Space: the page within the Agency’s website that Agency provides Advertiser with.
4b. Business Card Advertisement: Agency provides Advertiser with a space that includes what you would place on a business card: business logo, name of the company, phone number, business address, website, products and/or services and special deal.
5b. Non-profit: Nonprofit status is determined by a qualified 501(c) 3.
2. Expiration, Renewal, and Termination.
The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If you fail to annually renew your TMWYW business associate agreement, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as an Associate. Prior to termination of the Agreement, Agency will review Advertiser’s products and/or services and determine if a renewal contract should take place, subject to price increase. If Agency considers renewal offer to be beneficial, renewal offer will be sent out 30 days prior to Termination Date and will take effect at 12:01am on Termination Date with both Parties in agreement. TMWYW reserves the right to terminate all Associate Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via direct selling channels. Associate may cancel this Agreement at any time, and for any reason, upon written notice to TMWYW at its principal business address. TMWYW may cancel this Agreement for any reason upon 30 days advance written notice to the Associate. TMWYW may also take actions short of termination of the Agreement, if the TMWYW Associate breaches any of its provisions. Upon termination of the Agreement, Agency shall delete any online materials in Agency's possession or subject to Agency's control that are the property of Advertiser.
3. Independent Contractor Status.
You agree this authorization does not make you an employee, agent, or legal representative of TMWYW. As a self-employed independent contractor, you will be operating your own independent business, advertising your products and/or services through TMWYW on your own account.
4. Ownership and Use.
Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Advertiser pursuant to this Agreement and utilized by Advertiser.
5. Competitors.
During the term of this Agreement, Agency may accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Advertiser with respect to which the Agency is providing any service pursuant to this Agreement.
6. Selling Products and/or Services.
You agree to make no representations or claims about any services beyond those shown in the official TMWYW website.
7. TMWYW’s Proprietary Information and Trade Secrets.
You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by TMWYW, and all TMWYW Associate information generated there from, in its present or future forms, constitutes a commercially advantageous, unique and proprietary trade secret of TMWYW, which it keeps as proprietary and confidential and treats as a trade secret.
8. Non-Solicitation Agreement.
In accordance with the Policies and Procedures, you agree that during the period while you are an Associate, and for one calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other TMWYW Associate to compete with the business of TMWYW.
9. Images / Recordings / Consents.
You agree to permit TMWYW to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by TMWYW for any lawful purpose, and without compensation.
10. Modification of Terms.
The terms of this Agreement may be modified as specified in Section 1 in the Policies and Procedures.
11. Indemnification.
A. Advertiser shall indemnify and hold Agency harmless with respect to any claims, loss, suit, liability or judgment suffered by Advertiser, including reasonable attorney's fees and costs, based upon or related to any item prepared by Advertiser or at Advertiser’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest. Advertiser agrees to procure and maintain in force during the term of this Agreement, at Advertiser 's expense, a liability policy or policies having the minimum limit required by law covering any of the claims and/or costs applicable by any of the stated above.
B. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability, damage or judgment suffered by Advertiser, including reasonable attorney's fees and court costs, which results from the use by Agency of any material furnished by Advertiser or where material created by Advertiser or at the direction of Advertiser subject to the indemnification in subsection A. above is materially changed by Agency. Information or data obtained by Advertiser from Agency to substantiate claims made in advertising shall be deemed to be "material furnished by Advertiser to Agency".
C. In the event of any proceeding, litigation or suit against Agency by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Advertiser, Advertiser shall assist in the preparation of the defense of such action or proceeding and cooperate with Agency and Agency’s attorneys.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
13. Jurisdiction and Governing Law.
The formation, construction, interpretation, and enforceability of your contract with TMWYW as set forth in this Associate Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of California without regard to conflict of law provisions.
14. Dispute Resolution.
All disputes and claims relating to TMWYW, its services, the rights and obligations of an Associate and TMWYW, or any other claims or causes of action relating to the performance of either an Associate or TMWYW under the Agreement or the TMWYW Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in El Monte, California, or such other location as TMWYW prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against TMWYW, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding.
This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent TMWYW from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
15. Time Limitation.
If an Associate wishes to bring an action against TMWYW for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action.
Associate waives all claims that any other statutes of limitations apply.
16. Nonrefundable Membership Fees.
You understand and agree that the membership fees are nonrefundable. The digital nature of the service and the immediacy of the benefits make any possibility for a refund commercially impractical. However, TMWYW does offer a 10-day refund on the initial subscription fee.
17. Miscellaneous.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and TMWYW, and supersedes any prior agreements, understandings, and obligations between you and TMWYW concerning the subject matter of your contract with TMWYW.
18. Notice of Right to Cancel.
You may request a refund on your enrollment fee if it’s done within seven business days from the date of enrollment. If you cancel, any enrollment fees paid will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to Tell Me What Ya Want, Inc., 10505 Valley Blvd Suite 232, El Monte, CA 91731, not later than midnight of the seventh business day following the date of this Agreement.