PlugAndride.us – Brand ambassador Partner Program

 

Memorandum of Understanding (MOU) for Partner Program

Terms of Services Agreement

 

This Memorandum of Understanding for UX Technology Inc. dba PlugAndRide.us ("Company") is made and entered into as of Todays date as submitted on the partner application: http://PlugAndRide.us/Ambassadors, which is the effective Date by and between Partner as (“named on the partner application form listed above “Partner”), and PlugAndRide.us ("Company").

 

This MOU is intended to clarify how Partner and Company shall collaborate through one or more of the following program:

 

1.        How To Get Started:

a.         Register using Ambassador link in footer here: http://PlugAndRide.us,

b.        Create your daily commit rides to work or school for next 30 days

c.         Using your contact list send an email inviting all your friends, contacts or co-workers to join your rides by sharing your “user name, destination and car license plate”,

d.        Send a reminder for these interested to earn referrals as Brand Ambassador asking them to register through our site and add under referred by “your name”.

 

2.        Partner Program Qualification:

a.         You must be 18 Years or Older at the date of this application, and can be either a physical person or legal entity authorized to work or earn income within the country where you reside.

b.        You agree to start referring users upon submitting a properly filled registration and confirm that you meet all requirement.

c.         All referrals from anyone who fail to meet our criteria shall be considered invalid and cannot be compensated.

d.        You must refer a minimum of 100 paid app users per quarter to be considered active and eligible for compensation.

 

3.        Partner Program Payment:

a.         Partner shall refer end users or Brand Ambassador candidate to the Company through this page: http://PlugAndRide.us or through our app store page for “Plug & Ride” and “Plug & Ride Pro”, and instruct referred users to register as Ambassador using a Referral Code which is [Partner Full Name] or [Organization name].

b.        Partner shall send to Company a list of emails address for all referred users by the last day of each month, upon acquiring 100 or more users. This shall be shared with Company via link to a csv, excel or text file, stored at Partner’s own private cloud “i.e. Google Cloud” secured by password. The link shall be communicated to Company via the "contact us" section on our homepage, including the password needed to open the files.

c.         Revenue sharing commission shall be paid for each paid app download at the rate of 30% of gross sale “app store listed price” to Partner, plus 10% on total sales by each referred brand ambassador.

d.        Commission is paid upon receipt from Apple or Google Store, and reaching a balance of $600 every calendar month on net 30-day basis to Partner and contingent on a Partner’s timely submission of all required documents by law “will be requested at the time of payment, including “Identity, Taxes and Bank Wiring Information”.

 

Limitation of Liability: IN NO EVENT, WILL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND OR CHARACTER, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. OTHER THAN EACH PARTY’S OBLIGATION TO MAKE PAYMENTS HEREUNDER, NO PARTY’S LIABILITY TO THE OTHER PARTIES UNDER THIS PARTNER PROGRAM SHALL EXCEED $100.

 

Arbitration: Parties acknowledge and agree that any dispute arising out of, or about this MOU shall

be resolved solely and exclusively by confidential binding arbitration either with the American Arbitration Association,

California State Bar Arbitration Program or the San Francisco, California branch of JAMS to be governed by the applicable Commercial Rules of Arbitration at the time of the commencement of the arbitration and heard before one arbitrator.

 

Term and Independent Contractor Status: The MOU Agreement shall commence upon the date of this Agreement, as set forth above and terminate one year from execution of this Agreement, unless sooner terminated pursuant to the further provisions of this Agreement.  This Agreement is terminable at will by either party for cause or without cause. No provisions of this agreement shall survive termination, except confidentiality, non-compete, and payments for services already performed and due as of the date of termination. It is the express intent of the parties that PARTNER is an INDEPENDENT CONTRACTOR in performing services under this agreement and not an employee, agent, joint venture, or partner of the COMPANY by this Agreement.  In accordance with this status, PARTNER takes full responsibility and liability for the work he performs for COMPANY. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the COMPANY and PARTNER, and PARTNER shall not have any authority to make any written representation or warranty or to assume or create any obligation, whether express or implied, on behalf of the COMPANY or to incur any obligations on behalf of the COMPANY without the express, written consent of the COMPANY. Both parties acknowledge that PARTNER is not an employee for state or federal tax purposes and shall not be eligible to participate in any employee fringe benefits of the COMPANY, including any group health insurance, group dental, worker compensation, unemployment insurance, state disability, paid time off, or any other benefit plan of the COMPANY by-virtue of his performance of services under this Agreement.  PARTNER is solely responsible for, and will file, on a timely basis, 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 services and receipt of fees under this Agreement.  PARTNER is solely responsible for, and must maintain adequate records of, expenses incurred during performing services under this Agreement.  No part of PARTNER’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.  Company will regularly report amounts paid to PARTNER by filing Form 1099-MISC with the Internal Revenue Service as required by law. PARTNER shall be responsible for all costs and expenses incidental to the performance of PARTNER’s services under this Agreement, including but not limited to computer equipment costs, all fees, licenses, travel, or taxes required or imposed against PARTNER, and all other of PARTNER’s costs of doing business.  PARTNER shall be solely responsible for their work and for determining the means and methods for performing the services under this Agreement.  PARTNER shall not assign, delegate, or subcontract this Agreement, nor any of his rights, duties or obligations to perform under this Agreement without the express, written consent of the COMPANY. PARTNER acknowledges that the COMPANY has entered this Agreement in reliance on PARTNER’s ability, experience and agreement to perform his obligations accurately, competently, completely, and in a manner, that will exhibit keen business development acumen. Once undertaken, PARTNER is responsible for working on a program or project through completion within the allotted time for the program, as stated above.

PARTNER hereby expressly affirms, represents, and avers that he/she is authorized to work for any employer without a need for work authorization from DHS/CIS, does not have criminal record, is not under investigation, in litigation, in lawsuit, or expect a lawsuit; and is not bound by a confidentiality, non-compete agreement, and/or the ability to offer independent contractor work during parallel employment or consultant obligation with a third party, including but not limited to a current employment or contractor/consulting agreement, or no expired non-compete agreement with a former employer, contractor, or consultant. If PARTNER is still bound by a confidentiality or non-compete agreement with a third party, PARTNER expressly agrees to indemnify COMPANY for any damages and hold COMPANY harmless for any action brought by a third party against COMPANY for violation of PARTNER’s non-compete or confidentiality agreement with the third party or parties.  

 

Confidentiality: Both parties agree to keep the terms of this MOU confidential, except of the respective logo display on each party website, upon written approval by Company for business entities or academic and professional group only, i.e. Alumni, AICPA, Meetup, Gym, Shopping Mall”.

 

Assignment: In the event Company forms a new business entity that takes over the responsibility related to the Partner Program, Company may assign and transfer this MOU to such new business entity.

 

Non-Disparagement.  Partner shall not at any time make any statement, written or oral, that disparages any of the Company or its affiliates, Management, or agents, or is likely to be harmful to the goodwill, reputation, or business standing of any of the Company or its affiliates, Management, mentors, investors, or agents, if he/she may respond accurately and fully to any question, inquiry or request for information when required by legal process. Partner should not use the Company name or its officers’, mentors’, employees’ and partners’ names for any advertising, blogging, social networking or news release without written approval from the Company representative.

Miscellaneous: This MOU will be governed by the state of California for within state based business, and Delaware state for all other business from outside California, and cannot be modified or changed except by a written approval signed by both parties. Payment Obligation shall survive the termination and/or expiration of this MOU for 60 days. If any provision of this MOU is declared or found to be illegal, unenforceable or void, then the provision shall be modified to the least extent necessary to render it valid and enforceable and the remainder of the MOU shall continue in full force and effect. This MOU constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no written or oral representations, understandings or agreements relative hereto which are not fully expressed herein.