Terms and Conditions for Vendors

VENDOR LICENSE AGREEMENT

 

This Agreement, hereinafter called “Agreement,” is between RIPPEDience and any of its present, former and future parents, predecessors, successors, assigns, assignees, affiliates, partners, principals, trustees, hereinafter called “Licensors,” and YOU, hereinafter called “Licensee.”

 

RECITALS

 

WHEREAS, Licensors are the owners of the trade names

RIPPEDience, www.RIPPEDience.com,

Sample All, www.SampleAll.com,

Sample B 4, www.SampleB4.com,

Sample Totality, www.SampleTotality.com,

1-844-4-RIPPED,

Try It B4 U Buy It, www.TryItB4UBuyIt.com,

FITience, www.FITience.com,

And other related names that may be added from time to time and all associated Instagram, Pintrest, Facebook, and other social media or online marketing accounts or methods under these trade names and Licensors are licensees of certain online methods or software for the facilitation of buyers to Licensee all of which shall hereinafter be referred to as “KL-1” or “Service Marks”, which shall also be known as “trade names” and/or fictitious names as those terms may be used and

 

            WHEREAS, Licensee wishes to use the Service Marks, Registered Trademarks, business name, trade names, or other proprietary assets, including online database, collected information, and software of Licensors hereinafter referred to as “Service Marks” as a trade name in connection with its advertising for its product sales services;

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:

 

  1. GRANT OF LICENSE

 

Licensors grant to Licensee a non-transferable non-exclusive License to use the Service Marks listed on Attachment A of the Joint Advertising Agreement, hereinafter called “the Service Marks”, solely in connection with Licensee’s advertising of Licensee’s services and/or products under a joint advertising arrangement with other vendors, exclusively using the advertising and marketing services of Licensors, subject to the terms and conditions contained in this agreement.  Licensee grants Licnesor as part of its marketing efforts to use, replicate, and or incorporate Licensee’s marketing material on Licensor’s marketing methods, including but not limited to social media videos and photos, and use of Licensee’s physical address for Google pinning or other marketing related purposes.

 

  1. TERM AND TERMINATION

 

This agreement shall be effective upon acceptance by Licensee and shall continue for the Program Term as indicated on Attachment A of the Joint Advertising Agreement or until terminated by either party with or without cause, whichever comes first.

 

  1. OWNERSHIP OF SERVICE MARKS

 

3.1 Licensee acknowledges the ownership of the Service Marks by Licensors, and agrees that it will do nothing inconsistent with such ownership.

 

3.2 Licensee agrees that nothing in this License shall give Licensee any right, title, or interest in the Service Marks other than the right to use the Service Marks in accordance with this License and Licensee agrees that it will not attack the title of any Licensor to the Service Marks or attack the validity of this License.

 

  1. QUALITY MAINTENANCE

 

4.1 Licensee hereby represents and warrants that it will not utilize the Service Marks or any portion thereof in any materials, brochures, correspondence or advertisements of any nature, or represent in any way that it is affiliated with or has any interest in such Service Marks, without each Licensors’ express prior written consent.

 

4.2 Licensee agrees that the nature and quality of all services rendered by Licensee in connection with the Service Marks shall conform to standards set by Licensors and be subject to approval by Licensors.

 

Licensee agrees to cooperate with Licensors in facilitating Licensors’ review and approval of such nature and quality, to permit reasonable inspection of Licensee’s operation, and to supply Licensors with specimens of use of the Service Marks upon request. Licensee shall comply with all applicable laws and regulations pertaining to the activities covered by this License.

 

Licensors or their assignees or duly authorized representatives may, but are not required to, visit the offices of the Licensees at least twice a year to review, inspect, and approve the nature and quality of goods and services subject to this Agreement.  Licensee bears the sole responsibility and liability for the quality, representations or lack thereof for any and all services and products of Licensee.

 

4.3 Licensee hereby agrees to meet the following quality standards:

  1. Licensee is and will remain, business in good standing, and that it is not and will not be the subject of any disciplinary proceedings by any government agency or subject to any criminal or civil convictions for fraud in any litigation.
  2. Licensee provides and shall provide products and services to its clients in accordance with all applicable standards of good faith and fair dealing.
  3. Licensee has and shall continue to have products and/or services it advertises under the Service Marks as specified in Attachment A of the Joint Advertising Agreement.
  4. Licensee will comply with each law, rule, regulation or order governing its business in each jurisdiction in which it provides products and/or services.
  5. Licensee will maintain, at all times that this Agreement is in effect. General Liability Insurance including contractually assumed liability coverage, with minimum limits of $300.000 per claim, providing for notice of cancellation and/or termination to be delivered to Licensors at least thirty (30) days prior to termination or non-renewal. Upon expiration or cancellation without replacement coverage as described, Licensors may terminate this Agreement. At any time during the term of this Agreement, Licensee will provide to Licensors, at its request, evidence reasonably satisfactory to Licensors that general liability coverage meeting each of the foregoing requirements has been and remains in full force and effect.
  6. Licensee understands and agrees that each buyer of Licensee’s products or services will execute a written agreement e-signed by each of the clients obtained as a result of advertising using the Service Marks containing, in not less than 10 point bold type just above the client’s signature, or agreement the following statement:“The VENDOR you are buying from is an independent business and is solely responsible for the products, goods, and/or services to be provided under this Agreement. The VENDOR advertises with other businesses under the name RIPPEDience, www.RIPPEDience.com, Sample All, www.SampleAll.com, Sample B 4, www.SampleB4.com, Sample Totality, www.SampleTotality.com, 1-844-4-RIPPED, Try It B4 U Buy It, www.TryItB4UBuyIt.com, FITience, www.FITience.com. The VENDOR is not affiliated with any other businesses advertising under the same names, except for the purposes of joint advertising services to the community and providing RIPPEDience with marketing and research data. The contents of this Agreement may be disclosed to all interested parties.”
  7. Licensee will cooperate with Licensors to the fullest extent permitted by law in resolving any complaint by any of its clients, whether against the Licensee or Licensors, including, without limitation, providing to Licensors or their representatives a copy of all information as may be relevant to the resolution of such matter.

 

 

  1. LIMITED FORM OF USE

 

5.1 Licensee’s only use of the Service Marks shall be in jointly advertising its services with other businesses, and Licensee agrees to use the Service Marks only in the form and manner with appropriate legends as prescribed from time to time by Licensors, and not to use any other trademark or service mark in combination with the Service Marks without prior written approval of Licensors.

 

5.2 Licensee will be required to place, with any permitted use of the Service Marks, the designation “SM” as approved by Licensors until the Service Marks are federally registered, and the designation “R” in a circle as approved by Licensors after federal registration.

 

  1. ROYALTIES

 

An annual non refundable license fee of seven hundred fifty dollars ($750.00) per year, for such Service Marks shall be paid by Licensee to Licensor. Payment shall be made in one (1) payment, prior to any use of the Service Marks by Licensee. Payment may be made payable to Licensor or to Licensors’ agent.

 

  1. INFRINGEMENT PROCEEDINGS

 

7.1 Licensee agrees to notify Licensors of any unauthorized use of the Service Marks by others promptly as it comes to Licensee’s attention. Licensor shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Service Marks.

 

7.2 Licensee shall assist Licensors to the extent necessary in the procurement of any protection or to protect any of Licensors’ rights to the Service Marks and Licensors, and if it so desires, may commence or prosecute any claim or suits in its own name or in the name of the Licensee or join Licensee as a party thereto. Licensee shall notify Licensors in writing of any infringement which may come to Licensee’s attention, and Licensors shall have the sole right to determine whether or not any actions shall be taken on account of any such infringement. Licensee shall not institute any suit or take any action on account of any such infringement without first obtaining the written consent of the Licensors to do so.

 

  1. RELEASE AND INDEMNITY

 

8.1 Licensee hereby releases Licensors and its officers, directors, employees, agents, independent contractors and shareholders, from all claims or other rights which it now has or may in the future have against Licensors, its officers, directors, employees, agents and shareholders, for any liability, damage or injury, whether known, unknown, foreseen, unforeseen, patent, or latent, including but not limited to, lost opportunities or prospective advantage, suffered or incurred by Licensee as a result of performance of this Agreement.

  1. All rights under California Civil Code Section 1542 are hereby expressly waived. Section 1542 of the California Civil Code reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  2. Licensee understands and acknowledges the significance and consequence of such specific waiver of Section 1542 and hereby assumes full responsibility for any injuries, damages, or losses that it may incur from the advertising under this Agreement.

 

8.2 Licensee shall indemnify and hold Licensors and all its agents, subcontractors, servants, officers, directors, employees shareholders, and affiliates, free and harmless from and against all liabilities, claims, loss, damages, cost, and expense, including but not limited to attorneys’ fees and the costs of litigation, arising out of or relating to:

  1. Any goods or service provided or performed by, or to be provided or performed by, Licensee, its agents or employees, including claims by any client, any person whose claims have arisen or are asserted to arise through any client of Licensee or by persons who otherwise allege claims of negligence against Licensee, or otherwise claim or damage or injury against Licensee, whether such claims have any merit;
  2. Any misstatement or omission by Licensee, or in any material furnished by Licensee under this Agreement or in connection with services of Licensee; and
  3. Any breach of any agreement, warranty, or obligation under this Agreement.

 

8.3 This release and indemnity shall be broadly construed to include all claims, demands, costs, expenses and attorneys’ fees, whether incurred or paid, whether any action, suit or proceeding has commenced.

  1. Licensee agrees to pay Licensors on demand any amounts for which it may be held responsible under this Release and Indemnity section of this Agreement or under this Agreement in general.
  2. Licensee shall, at Licensors’ request, cooperate fully with the State or Federal Agency in any controversy which may arise with third parties or litigation which may be brought by third parties concerning this Agreement or any rights hereunder.

 

8.4 The provisions of this section on Release and Indemnification shall survive termination of this Agreement.

 

  1. DEFAULT

 

9.1 If Licensee shall violate any of its obligations under the terms of this Agreement, Licensors shall have the right to terminate the License hereby granted upon thirty (30) days’ notice in writing, and such notice of termination shall become effective unless Licensee shall completely remedy the violation within thirty (30) days of receipt of such notice and satisfy Licensors that such violation has been remedied.

 

9.2 The following events shall constitute default on the part of Licensee in which event Licensors shall have the absolute right to terminate this Agreement at any time without notice to Licensee:

  1. if Licensee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankruptcy or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief for itself under the present or any future bankruptcy code or act or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian, conservator or liquidator of the Licensee or of all or a substantial part of its assets;
  2. if a court of competent jurisdiction shall enter an order, judgment or decree approving a petition file against Licensee seeking any reorganization, arrangement, composition, readjustment, liquidation dissolution or similar relief under the present or any future federal bankruptcy code or act or any other present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and Licensee shall acquiesce in the entry of such order, judgment or decree, or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of thirty (30) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, custodian, conservator or liquidator of Licensee or of all or a substantial part of its assets shall be appointed without the consent or acquiescence of Licensee and such appointment shall remain unvacated and unstayed for an aggregate of thirty (30) days (whether or not consecutive);
  3. if Licensee shall admit in writing its inability to pay its debts as they become due or mature or shall not pay its debts as they become due;
  4. if Licensee shall give notice to any governmental body of insolvency or pending insolvency or suspension of operations;
  5. if Licensee shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors. Should this License be so terminated, Licensee, its receivers, representatives, trustees, agents, administrators, successors or assigns shall have no right to use the Service Marks except with and under the special consent and instructions of Licensors in writing, which Licensee shall be obligated to follow;
  6. if Licensee or any of its employees are the subject of any suit, action or proceeding for fraud or material misrepresentation; or
  7. if Licensee or any of its employees uses or attempts to use the Service Marks for purposes other than those permitted under the license grant in Paragraph 1 of this Agreement.
  8. If Licensee or any of its employees breaches the Joint Advertising Agreement or any attachment thereto.

 

  1. EFFECT OF TERMINATION

 

Upon termination, as stated in this Agreement Licensee agrees to immediately discontinue all use of the Service Marks and any term confusingly similar thereto, and to cooperate with Licensors or their appointed agents to destroy all printed or online materials bearing the Service Marks. Licensee agrees that all rights in the Service Marks and the goodwill connected therewith shall remain the property of Licensors.

 

  1. FORCE MAJEURE

 

Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile government action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of either party, shall excuse the performance by that party of its obligations hereunder for a period equal to any such prevention, delay of stoppage.

 

  1. ASSIGNMENT

 

This Agreement and all rights and duties hereunder are personal to Licensee and shall not, without the written consent of Licensors, be assigned, transferred, made subject to a security interest, sublicensed, or otherwise encumbered by Licensee, or by operation of law. Any attempt to assign, transfer, sublicense, or encumber any of the rights, duties, or obligations under this Agreement is void.

 

  1. MISCELLANEOUS PROVISIONS

 

13.1 Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensors in any manner whatsoever.

 

13.2 All notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth below their signatures unless notification of change of address is given in writing, and such notice or statement shall be deemed received five (5) days after the date of mailing.

 

13.3 None of the terms of this Agreement can be waived or modified except by express agreement in writing signed by both parties. This Agreement contains all understandings of the parties with respect to the subject matter of this Agreement. No prior agreement or understanding pertaining to the subject matter, and no agreement or understanding not contained in this Agreement shall have any effect. There are no representations, promises, warranties, covenants, or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceeding to enforce any or all of such rights.

 

13.4 Each of the parties hereto will perform such other acts and execute and deliver all such other documents as may be necessary or appropriate to carry out the intent and purposes of this Agreement.

 

13.5 If any provision of this Agreement to any person or circumstance shall to any extent be invalid or unenforceable, that fact shall not affect the validity or enforceability of the balance of this Agreement of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable.

 

13.6 Choice of Law; Venue. This Agreement shall be governed by and interpreted under the laws of the State of California, except for issues on the conflict of laws. Any litigation concerning this Agreement between the parties hereto shall be brought in the courts located in Orange County. The parties hereby consent to the jurisdiction of the California courts.

 

13.7 Binding Effect. Subject to the provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors, or permitted assigns.

 

13.8 Remedies. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

 

13.9 Attorneys’ Fees. In the event of any suit, proceeding or controversy relating to this Agreement, the prevailing party in any such suit, proceeding or controversy shall be entitled to receive from the other party all of its costs and expenses incurred in connection therewith, including, without limitation, attorneys’ fees.

 

13.10 Section Headings; Exhibits. The section and subsection headings used herein are for reference and convenience only, and shall not be deemed to affect the meaning or construction of any provisions hereof. The exhibits referred to herein and attached, and to be attached hereto, are incorporated herein to the same extent as if set forth in full herein.

 

13.11 Grammatical Usage. All references herein to the masculine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable.

 

13.12 Electronic Signature. By selecting the “I’ve read and accept the terms & conditions” box and clicking on the “Become a Vendor” button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting the “I’ve read and accept the terms & conditions” box and clicking on the “Become a Vendor” button you consent to be legally bound by this Agreement’s terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide RIPPEDience instructions via RIPPEDience.com, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and RIPPEDience. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining a RIPPEDience service constitutes your agreement to be bound by the terms and conditions of the RIPPEDience Disclosures and Agreements as they exist on the date of your E-Signature.

 

13.13 Consent to Electronic Delivery. You specifically agree to receive and/or obtain any and all RIPPEDience related “Electronic Communications” (defined below) via RIPPEDience.com. The term “Electronic Communications” includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship with RIPPEDience and RIPPEDience.com. You acknowledge that, for your records, you are able to use RIPPEDience to retain Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via RIPPEDience as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep. You hereby agree and consent to be contacted by RIPPEDience, or its agents, employees, attorneys, affiliates, and/or third-party collectors through the use of email, and/or telephone calls and/or SMS text messages to your cellular, home or work phone numbers, as well as any other phone number you have provided, such contact may include the use of automatic telephone dialing systems, autodialers, or an artificial or prerecorded voice.  I understand that consent is not a condition of any purchase.  By electronically signing this agreement, you give consent for RIPPEDience to use automated technology to call and/or text you at the number you provided.

 

13.14 Paper version of Electronic Communications. You may request a paper version of an Electronic Communication. You acknowledge that RIPPEDience reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact our attorneys at (844) 474-7733.

 

13.15 Revocation of electronic delivery. You have the right to withdraw your consent to receive/obtain communications via RIPPEDience at any time. You acknowledge that RIPPEDience reserves the right to restrict or terminate your access to RIPPEDience if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, you may (i) logon to your account and follow the cancellation procedures there, (ii) send us a message at http://info.rippedience.com and we will do it for you, or (iii) go to http://support.rippedience.com and schedule a call with one of our Presenting Specialists who can help you cancel.

 

13.16 Valid and current email address, notification and updates. Your current valid email address is required in order for you to obtain RIPPEDience services. You agree to keep RIPPEDience informed of any changes in your email address. You may modify your email address by submitting your changes in your profile section of the RIPPEDience.com website. RIPPEDience may notify you through email when an Electronic Communication or updated agreement pertaining to RIPPEDience is available. RIPPEDience may also use RIPPEDience.com for Electronic Communications. It is your responsibility to visit the RIPPEDience legal disclaimers, log into your account on RIPPEDience and/or check your e-mails regularly to check for Electronic Communications and to check for updates to this Agreement.

 

13.17 Hardware, software and operating system. You are responsible for installation, maintenance, and operation of your computer, browser and software. RIPPEDience is not responsible for errors or failures from any malfunction of your computer, browser or software. RIPPEDience is also not responsible for computer viruses or related problems associated with use of an online system. The following are the minimum hardware, software and operating system requirements necessary to use RIPPEDience.com and receive Electronic Communications:

 

Processor – IBM compatible Pentium PC running Windows 2000

Memory – 4MB RAM

Disc Space – 50 MB’s Free Space

Monitor – 800 x 600 resolution

Browser – Microsoft Internet Explorer 6.0 or higher

Internet access – 28.8 modem or better

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be electronically signed and delivered by their duly authorized officers or signatories.

 

 

 

JOINT ADVERTISING AGREEMENT

 

This Agreement, hereinafter called “Agreement,” is between RIPPEDience, and YOU, a business engaged in the practice of manufacturing and selling services and/or products in the supplement, health, or wellness industry, hereinafter called “Company.”

 

RECITALS

 

WHEREAS, RIPPEDience is an advertising agency which has the right to advertise goods and services using the trademarks or trade names RIPPEDienceSM, www.RIPPEDience.comSM, Sample AllSM, www.SampleAll.comSM, Sample B 4SM, www.SampleB4.comSM, Sample TotalitySM, www.SampleTotality.comSM, 1-844-4-RIPPEDSM, Try It B4 U Buy ItSM, www.TryItB4UBuyIt.comSM, FITienceSM, www.FITience.comSM and other names hereinafter referred to as “KL-1” together called “the Service Marks,” which are “trade names” and/or fictitious names as those terms may be used interchangeably, and

 

WHEREAS, Company wishes to jointly advertise with other companies under the Service Marks using the advertising services of RIPPEDience to produce and place commercials, sponsor promotional programs, events, place print, local search engine optimization, local directories, online branding, outdoor advertising, and/or utilize software and/or a call center to handle leads or telephone calls in response to advertising of this Joint Advertising Program as described in Attachment A,

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:

 

  1. TERM AND TERMINATION

 

1.1 This Agreement shall be effective upon acceptance by RIPPEDience, and shall continue perpetually until terminated as provided in this Agreement.

 

1.2 This Agreement shall be terminable by RIPPEDience immediately, at its election, in the event that:

a. Company shall fail to make any payment hereunder when due as described in Attachment A.

b. Company’s General Liability Insurance Lapses.

c. Company or any of its employees breach any of its obligations under this Agreement.

d. Any representation or statement made by Company in this Agreement shall be or become untrue or incorrect in any material respect.

 

1.3 Due to the cost and expense incurred by RIPPEDience in setting up and managing this program for the Company, and the difficulty of replacing the Company in the Joint Advertising Program, it is expressly understood that RIPPEDience is entitled to full payment for the entire Program Term as defined in Section 1 of Attachment A (hereinafter “Program Term”). Payment shall be due and payable for all successive periods in accordance with Attachment A.  Termination pursuant to Section 1.2 hereof shall not relieve Company of its obligation to pay for the full Program Term.

 

  1. SERVICES

 

2.1 RIPPEDience will retain services of online software to manage inquiries in response to the advertising under this Agreement, on a seven (7) days per week basis.

 

2.2 RIPPEDience will post master logs of prospective clients routed to Company in real time on www.RIPPEDience.com’s online program and may, at the sole discretion of RIPPEDience, simultaneously send a text message or email or other Electronic Data Interchange (EDI) to Company. To access www.RIPPEDience.com’s online program, Company must electronically sign this agreement and all attachments and create a user login and password for the Company. It is Company’s responsibility to contact RIPPEDience any time a password has been breached or changes in staff occurs. Failure to report breach may result in log-in access by unauthorized user.

 

2.3 Computerized routing of prospective clients on a rotational basis will be adjusted for the percentages of advertising borne by each participating Company as defined on Attachment A, the particular type(s) of products and geographical area(s) in which each Company has agreed to accept prospective client leads derived from advertising. Those prospective client leads who request a particular Company or product or service of a particular Company will be routed to goods or services of that Company on the RIPPEDience.com merchant portal or shopping area.

 

2.4 Company acknowledges that RIPPEDience cannot accurately estimate or predict the quantity or quality of prospective client leads that the Company may receive as a result of the advertising. Company acknowledges that RIPPEDience is an advertising and promotion service only and it does not make any representation, guarantee, or warranty of a particular number of prospective client leads. Any information based on past averages or past results of past advertising by RIPPEDience are presented for the purposes of illustration only.

 

2.5 Company acknowledges that RIPPEDience may have an independent research company, CPA, or audit firm, retained by RIPPEDience to review the retention percentages of prospective clients provided to Company from RIPPEDience services. Company further acknowledges that RIPPEDience may use data-mining software to scan through consumer database to determine future products needed to better serve our community.

 

2.6 Company acknowledges that Company will not have any exclusive right to leads from the geographical areas in which Company will jointly advertise under this Agreement. Company acknowledges that other companies jointly advertising under the Joint Advertising Program will share the responses to the joint advertising.

 

2.7 Company understands and agrees that:

a. Company jointly and unanimously instruct RIPPEDience to carry out advertising policies as stated on Attachment C.

b. RIPPEDience is acting solely as an advertising, promotion and/or marketing service to companies participating in the Joint Advertising Program.

c. RIPPEDience makes no warranty against claims, complaints, or objections to the contents or format of the advertising, or consequences thereof, whether by prospective client leads, or any regulating agency in your jurisdiction.

d. Company understands that it is Company’s obligation to consult with counsel of Company’s choosing to answer any questions about this proposed Agreement and/or the program offered herein.

 

2.8 During the term of this Agreement, RIPPEDience agrees to provide marketing, research and/or advertising and promotional services in accordance with Attachment A of this Agreement.  The advertising under this Agreement may include online advertising, television advertising, radio advertising, print advertising, event advertising, infomercials and/or other forms of promotions.

 

2.9 The advertising by RIPPEDience under this Agreement will market the goods and/or services specified in Attachment A.  Companies jointly advertising collectively provide RIPPEDience with a standardized procedure for answering and routing leads received from the Joint Advertising Program.  Said instructions are set out in Attachment B.

 

2.10 All advertising materials including but not limited to commercials, print ads, members of a membership program produced for use under the Agreement and all aspects thereof will be and remain the sole and exclusive property of RIPPEDience.  Company shall not have or acquire any rights or interest therein to any telephone number, name, trade name, Service Marks, or otherwise.

 

2.11 Where applicable, companies jointly advertising may be identified.  No compensation shall be paid to Company for the use of its name, address, or marketing material for these purposes.  Upon termination, RIPPEDience will remove Company’s name and information from the advertising as soon as it is practicable to do so.

 

2.12 The timing and purchasing of broadcast time and placement and other media items are confidential and will be placed at RIPPEDience’s discretion.

 

 

  1. USE OF SERVICE MARKS

 

Company must enter into a license agreement with the owners of the Service Marks to be used in joint advertising under this Agreement. The License Agreement is attached.

 

  1. FEES

 

4.1 In consideration of the services to be provided to Company by RIPPEDience pursuant to this Agreement, Company agrees to pay RIPPEDience for its services and advertising in accordance with the fee schedule set out in Attachment A.

 

4.2 In addition to payment for advertising services, Attorney shall pay to RIPPEDience, as the agent for the owners of the Service Marks RIPPEDienceSM, www.RIPPEDience.comSM, Sample AllSM, www.SampleAll.comSM, Sample B 4SM, www.SampleB4.comSM, Sample TotalitySM, www.SampleTotality.comSM, 1-844-4-RIPPEDSM, Try It B4 U Buy ItSM, www.TryItB4UBuyIt.comSM, FITienceSM, www.FITience.comSM which is to be used in advertising under the Joint Advertising Program, an annual non-refundable license fee as set out in Attachment D.

 

4.3 The companies participating in the Joint Advertising Program agree to limit the number of companies jointly advertising within the group. Maximum advertising slots totaling 100% per Service Mark per county and per product type.

 

4.4 The decision whether to advertise for Prospective Client leads related to the type of product identified on Attachment A belongs exclusively to KL-1. If a decision is made to advertise, fees paid for advertising shall be allocated to media/advertising related expenses, including but not limited to expenses for media service, creative, commercials, production, actors, spokespeople, public relations, call center service, software development, and salaries (including payroll taxes) directly related to providing media/advertising related services as well as operations and management related services of the Joint Advertising Program under service marks in this agreement.

 

4.5 Payment is required pursuant to the schedule in Attachment A, and payment for the entire Program Term remains a continuing obligation of Company until the expiration of the Program Term.

 

4.6 In the event of failure by Company to make advertising payment on or before the date stated in the Advertising Fee Schedule in Attachment A, RIPPEDience may immediately stop providing services under this Agreement without any duty or obligation to give notice thereof to Company. Failure by Company to make all payments for the full Program Term will result in RIPPEDience’s commencement of an action against Company to collect the unpaid fees in accordance with the terms of this Agreement.

 

4.7 Fees paid to RIPPEDience by Company include fees for advertising and promotion, for software development and maintenance, for call center use, if any, of any telephone number indicated in Attachment A, for fulfillment center services obtained by RIPPEDience, and for marketing and customer services. Company agrees and acknowledges that this Agreement does not convey Company any interest in any advertising materials, trade name, software, or telephone number developed or used in performance of this Agreement.

 

4.8 All fees shall be made payable RIPPEDience Trust Account and delivered to 16812 Armstrong Ave, Suite 200R, Irvine, CA 92606.

 

 

  1. COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS; QUALITY

MAINTENANCE

 

5.1 As further consideration for the services to be provided by RIPPEDience, Company represents, warrants and covenants to RIPPEDience that the following are true and accurate, and that performance of each shall be a condition to jointly advertise with other company members of KL-1:

 

  1. All of the information provided to RIPPEDience by Company is full, true and correct in all material respects
  2. Company is, and will remain at all times during the term of this Agreement, a business in good standing with the state it is registered to do business and that Company is not subject to any disciplinary action by any government agency or convicted of civil fraud in any litigation.
  3. Company provides and shall continue to provide goods and services to its clients in accordance with all applicable provisions of good faith and fair dealing and shall comply with each law, rule, and regulation or order governing the business or the Company’s conduct in each jurisdiction in which Company does business.
  4. Company affirms that by entering into this agreement Company is not abdicating any control over any product sales which Company may obtain as a result of this advertising.
  5. Company will not charge more than its usual and customary fee both as to fees and costs or assess any surcharge or additional fee or other additional charge to any client obtained through advertising under this Agreement.
  6. All costs or expenses paid or to be paid by Company under this Agreement are being paid directly by Company for the purpose of joint advertising, and not by any other party or for any other purpose, whether directly or indirectly. Any funds collected by RIPPEDience are being collected for and on behalf of Company and are funds belonging to Company, except those fees earned by RIPPEDience for services rendered under this Agreement.
  7. Company will comply with the policies of the Joint Advertising Program set out in this Agreement and all attachments including Attachment C. Company will co-operate with RIPPEDience in any investigation of an alleged violation by Company of a policy under Attachment C, including, but not limited to, providing RIPPEDience with access to client updated data logs, and permitting RIPPEDience to contact all past clients of Company to verify Company’s handling of customer service matters. Company will co-operate in receiving additional training on policies, procedures, and safeguards designed to remedy both past and future customer service complaints in the event of such a violation by Company. Any action by Company or RIPPEDience or other service to correct a client problem shall be at Company’s sole cost and expense.
  8. Company understands and agrees that each buyer of Company’s products or services will execute a written agreement e-signed or terms accepted by each of the clients obtained as a result of advertising using the Service Marks containing, in not less than 10 point bold type just above the client’s signature, or acceptance reflecting and agreement to the following statement: “The VENDOR you are buying from is an independent business and is solely responsible for the products, goods, and/or services to be provided under this Agreement. The VENDOR advertises with other businesses under the name RIPPEDience, www.RIPPEDience.com, Sample All, www.SampleAll.com, Sample B 4, www.SampleB4.com, Sample Totality, www.SampleTotality.com, 1-844-4-RIPPED, Try It B4 U Buy It, www.TryItB4UBuyIt.com, FITience, www.FITience.com. The VENDOR is not affiliated with any other businesses advertising under the same names, except for the purposes of joint advertising services to the community and providing RIPPEDience with marketing and research data. The contents of this Agreement may be disclosed to all interested parties.”
  9. Company will maintain, at all times while this Agreement is in effect, insurance in the amounts and coverage described in Attachment E. Each policy shall provide for notice of cancellation and/or termination to be delivered to RIPPEDience at least thirty (30) days prior to termination or nonrenewal. Upon notice of such termination or cancellation without replacement coverage as described, RIPPEDience could terminate this Agreement. At any time during the term of this Agreement, Company will provide at RIPPEDience request, evidence of General Liability Insurance coverage and has been and remains in full force and effect.
  10. To ensure fair distribution of leads and prevent one Company from monopolizing the Joint Advertising Program(s), RIPPEDience will prohibit a Company, any company employed or partnered or associated with Company or any combination thereof, from purchasing more than 20% of any Joint Advertising Program(s) in any given product type or Service Marks.
  11. Company will cooperate with RIPPEDience to the fullest extent permitted by law in resolving any complaint by any of its clients generated by the Joint Advertising Program, whether against the Company or RIPPEDience, and whether during the term of this Agreement or at any other time.
  12. Company will immediately notify RIPPEDience in writing of any material change in any fact or representation set forth in this Agreement or in any information provided to RIPPEDience by the Company.
  13. Company agrees to have staff available during business hours and where possible after hours (24 hours per day, 7 days a week) to enable prospective clients responding to advertising to reach Company or Company’s staff. Company agrees that the contact numbers and emails provided to RIPPEDience for routing of leads shall not include any telephone number email addresses or other contact information that might be answered by anyone other than Company or staff of Company. Company agrees to provide Spanish-speaking staff contacts during business hours and where applicable after hours (nights and weekends) to enable prospective clients responding to advertising to reach Company or Company’s staff members at any time.
  14. Company agrees that no test or mock calls or applications online shall be made to RIPPEDience by or on behalf of Company. Company acknowledges that calls, emails, or applications online to RIPPEDience that are not true leads for Company’s goods and services cause a Company’s name to be rotated to the bottom of the leads rotation list. Such rotation based on a “mock” calls or applications are unfair to the joint advertising companies and causes harm to the business of RIPPEDience. Company agrees to compensate RIPPEDience for any disruption, claim, liability, or loss resulting from the Company making any test or mock calls, emails, or applications online for the goods or service.
  15. Company agrees that Company will work truthfully and fairly with RIPPEDience in all aspects. The use of bribes or compensation outside of advertising fees set out under this Agreement or false information in the attempt to manipulate, harass, coerce or threaten RIPPEDience, its officers, staff or employees will result in immediate expulsion from the Joint Advertising Program as well as any affiliated program.
  16. In the event Company refers a lead to another company jointly advertising utilizing RIPPEDience, Company agrees that Company will ensure that the company handling the sale of goods or services to a lead prospect generated by RIPPEDience complies with all obligations of this Agreement and any attachments hereto. Company agrees to actively manage any leads referred to other companies and to refer such leads under a written agreement containing all of the provisions of Paragraph 5.1.

 

5.2 This Agreement shall be subject to immediate termination by RIPPEDience under Paragraph 1.2 in the event of violation of any of the provisions under Paragraph 5.1 above or violation of the requirements under Attachment C to this Agreement.

 

5.3 Company authorizes RIPPEDience, acting as its agent to retain and submit on its behalf recordings of broadcasts, media information including videotapes, photographs, social media postings, and other marketing materials and maintain a record of when and where such recordings were used, for a period of two (2) years from the date of its use.  Such recording shall promptly be provided to Company by RIPPEDience upon request if these items are requested by any government agency in Company’s jurisdiction.  Should any recordings or videotapes be provided to Company, Company agrees not to use such item for any other purpose without first obtaining the prior written permission and consent of RIPPEDience.

 

5.4  Advertising Approval

 

  1. Company will promptly review all scripts or other advertising copy materials submitted to it by RIPPEDience to ensure compliance with applicable legal requirements, and to make sure the advertising meets the Company’s desired marketing and ethical goals.
  2. If Company does not notify RIPPEDience in writing of any specific objections within 7 days (or less as may be required by RIPPEDience due to a reasonable necessity) after receipt, such materials will be deemed approved by the Company.
  3. If Company gives timely notice of any objection, RIPPEDience will attempt to remedy any of the Company’s reasonable objections. If Company and RIPPEDience cannot reasonable agree to advertising changes after three (3) working days, Company may either immediately approve the materials as presented by RIPPEDience or this Agreement may be terminated by either party in accordance with the terms of this Agreement.
  4. If Company’s approval is unreasonably withheld, or Company shall disapprove any advertising materials which are approved by seventy-five percent (75%) (rounded up to the nearest whole number) of the other companies jointly advertising, RIPPEDience shall have the option of terminating this Agreement with Company.

 

  1. CONFIDENTIALITY

 

6.1 During the term of this Agreement, Company may acquire information from RIPPEDience, including, but not limited to, sales data, market information, services marketed or used by RIPPEDience, costs of services, pricing information, customer information, customer names and addresses, media information, marketing analytical data, advertising design, contracts, production methods, demographic data, and lead processing methods (“Proprietary Information”). Company agrees and acknowledges that such Proprietary Information is confidential, proprietary, and trade secret information of RIPPEDience. For the duration of this Agreement and for a period of three (3) years after termination of this Agreement, Company shall not, either directly or indirectly:

 

  1. Fail to protect Proprietary Information from use of disclosure other than as provided within the terms of this Agreement;
  2. Use Proprietary Information to approach, contact, address, or solicit any person, Individual, corporation, firm, or employee of RIPPEDience for any purpose whatsoever;
  3. Disclose to any person, individual, corporation, or firm, any Proprietary Information; or
  4. Engage in any activity that involves unfair business competition with RIPPEDience.

 

6.2 The provisions of this section on Confidentiality shall survive termination of this Agreement.

 

  1. NON-INTERFERENCE

 

7.1 In order to avoid disrupting, damaging, impairing, or interfering with RIPPEDience’s business, and in consideration for the services to be provided by RIPPEDience, Company agrees that it will not, for the duration of this Agreement and for a period of one (1) year after termination of this Agreement, either directly or indirectly:

 

  1. Divert or attempt to divert any business from RIPPEDience using Proprietary Information;
  2. Solicit any company client of RIPPEDience using Proprietary Information; or
  3. Solicit for employment any person employed by RIPPEDience, Sample All, Sample B 4, Sample Totality, 1-844-4-RIPPED, Try It B4 U Buy It, FITience, or any other business trade name affiliated with RIPPEDience.

 

7.2 The provisions of this section on Non-interference shall survive termination of this Agreement.

  

  1. RELEASE AND INDEMNITY

 

8.1 Company hereby releases RIPPEDience and its officers, directors, employees, agents, subcontractors, and shareholders, from all claims, rights, demands, actions, obligations, liabilities, indebtedness, and causes of action, of any and every kind, nature and character whatsoever which, prior to the date of the execution of this Agreement, they may now have, have ever had, or may have in the future against RIPPEDience, its officers, directors, employees, agents, subcontractors, and shareholders with respect to any liability, damage or injury, whether known, unknown, foreseen, unforeseen, patent or latent, including, but not limited to, lost opportunities or prospective advantage, suffered or incurred by Company arising from RIPPEDience’s general provision of advertising services, RIPPEDience’s performance of this Agreement, or from use of the Service Marks, including, but not limited to, delays, errors or omissions in advertising, selecting a call center service, or in prospective client calls handling by the call center service utilized by RIPPEDience in performing services hereunder.

 

  1. All rights under California Civil Code Section 1542 are hereby expressly waived. Section 1542 of the California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
  2. Company understands and acknowledges the significance and consequence of such specific waiver of Section 1542 and hereby assumes full responsibility for any injuries, damages, or losses that it may incur from the performance of this Agreement.

 

8.2 Company shall indemnify and hold RIPPEDience and all its agents, subcontractors, call center services, servants, officers, directors, employees, shareholders, and affiliates, free and harmless from and against all liabilities, claims, loss, damages, cost, and expense, including but not limited to attorneys’ fees and the costs of litigation, arising out of or relating to:

 

  1. Any goods or services provided or performed by, or to be provided or performed by, Company, its agents or employees, including claims by any client, any person whose claims have arisen or are asserted to arise through any client of RIPPEDience or Company or by persons who otherwise allege claims of negligence, products liability, or other claims against RIPPEDience or Company or otherwise claim or damage or injury resulting from Company or its products and/or services, whether or not such claims have any merit;
  2. Any misstatement or omission by Company or in any material furnished by Company under this Agreement or in connection with goods or services of Company; and
  3. Any breach of any agreement, warranty, or obligation under this Agreement.

 

8.3 This release and indemnity shall be broadly construed to include all claims, demands, costs, expenses and attorneys’ fees, whether incurred or paid, whether any action, suit or proceeding has commenced.

 

  1. Company agrees to pay RIPPEDience on demand any amounts for which it may be held responsible under this Release and Indemnity section of this Agreement.
  2. Company shall, at RIPPEDience’s request, cooperate fully with RIPPEDience in any controversy which may arise with third parties or litigation which may be brought by third parties arising out of goods and/or services provided under this Agreement.

 

8.4 Company and RIPPEDience agree that they will not assist, encourage, initiate, participate in, or cooperate with any other person in instituting or prosecuting any claim or action against the other, or any of its owners, officers, directors, employees, board members, partners, subsidiaries, parents, divisions and/or affiliates for any reason. Company further agrees not to assist, encourage, initiate, participate in, permit or authorize any person to institute a claim or action, on his behalf or others, against RIPPEDience or any of its owners, officers, directors, employees, board members, partners, subsidiaries, parents, divisions and/or affiliates.

 

8.5 The provisions of this section on Release and Indemnification shall survive termination of this Agreement.

 

  1. GENERAL

 

9.1 Any notice given under this Agreement must be made in writing by personal delivery or by first class mail, postage prepaid, registered or certified, with return receipt requested, or by express mail, bearing the address herein set forth or such other address as may be specified in a written notice given to the other party in the manner herein set forth. Notices so given shall be effective on the fifth day after the date of mailing or on the date of personal delivery.  If notice is not responded to then you agree to be bound by such notice being delivered via e-mail.

 

9.2 This Agreement and all rights and duties hereunder are personal to Company and shall not, without the written consent of RIPPEDience, be assigned, transferred, made subject to a security interest, sublicensed, or otherwise encumbered by Company, or by operation of law. Any attempt to assign, transfer, sublicense, or encumber any of the rights, duties, or obligations under this Agreement is void.

 

9.3 The section and subsection headings used herein are for reference and convenience only, and shall not be deemed to affect the meaning or construction of any provisions hereof. The attachments referred to herein and attached, and to be attached hereto, are incorporated herein to the same extent as if set forth in full herein.

 

9.4 If any term, provision, covenant or condition of this Agreement is held by a court or arbitrator of competent jurisdiction or administrative or similar agency, to be invalid, void or unenforceable to any person or circumstance or to any extent, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid provisions shall be given the greatest degree of force and effectiveness possible, to effect the intent of the parties.

 

9.5 Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Company shall have no power to obligate or bind RIPPEDience in any manner whatsoever.

 

9.6 None of the terms of this Agreement can be waived or modified except by express agreement in writing signed, e-signed, or electronically accepted by both parties. This Agreement contains all understandings of the parties with respect to the subject matter of this Agreement. No prior agreement or understanding pertaining to the subject matter, and no agreement or understanding not contained in this Agreement shall have any effect.  There are no representations, promises, warranties, covenants, or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties.  The failure of either party hereto to enforce, or delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights.

 

9.7 Each of the parties hereto will perform such other acts and execute and deliver all such other documents as may be necessary or appropriate to carry out the intent and purpose of this Agreement.

 

9.8 This Agreement shall be governed by and interpreted under the laws of the State of California, without regard to its conflict of law principles.  An action between the parties hereto relating to this Agreement, for either (a) injunctive or similar relief or (b) regarding the Exception Matters (as defined below in section 9.12), shall be brought exclusively in the state or federal courts located in Santa Ana, County of Orange, California.  The parties hereby consent to the exclusive jurisdiction of such courts located in Santa Ana, County of Orange, California.

 

9.9 Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

 

9.10 In the event of any suit, proceeding or controversy relating to this Agreement, the prevailing party in any such suit, proceeding or controversy shall be entitled to receive from the other party all of its costs and expenses incurred in connection therewith, including, without limitation, attorneys’ fees.

 

9.11 Neither party shall be liable to the other for failure or delay in performance hereunder, except the payment of monies when due, if such failure or delay is caused by events beyond the reasonable control of such party (“force majeure”).  Events of force majeure shall include, but is not limited to, fire, earthquake, flood, acts of terrorism whether local, regional, national or international, the elements, breakdowns in equipment, normal regulatory bodies, strikes, lockout or other labor troubles.  A party suffering an event of force majeure shall promptly notify the other party.

 

9.12 Except for matters involving (a) ownership rights, (b) intellectual property rights, or (c) violation of the obligations under the Confidentiality provisions of section 6 above and/or the Non-interference provisions of section 7 above (the “Exception Matters”), any controversy or claim for agreed contract fees, expectations, costs and/or expenses arising out of related to this Agreement shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association with JAMS Dispute Resolution Services.  Such arbitration shall be held in Santa Ana, County of Orange, California and judgment upon award rendered may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, either party shall be entitled to obtain injunctive or similar relief by filing an action in any state of federal court in Orange County, California, provided that the substantive issues shall thereafter be referred to arbitration as herein provided.

 

9.13 By selecting the “I’ve read and accept the terms & conditions” box and clicking on the “Become a Vendor” button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting the “I’ve read and accept the terms & conditions” box and clicking on the “Become a Vendor” button you consent to be legally bound by this Agreement’s terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide RIPPEDience instructions via RIPPEDience.com, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and RIPPEDience. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining a RIPPEDience service constitutes your agreement to be bound by the terms and conditions of the RIPPEDience Disclosures and Agreements as they exist on the date of your E-Signature.

 

9.14 All references herein to the masculine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable.  Whenever required by the context hereof, the party referred to shall include an individual, corporation, firm, partnership, trust, or estate.

 

  1. ACCEPTANCE

 

The submission of this Agreement to Company by any representative or agent of RIPPEDience for examination or execution by Company does not constitute an option or offer.  This Agreement shall become effective and binding on RIPPEDience only after Company e-signs this Agreement and is electronically delivered to RIPPEDience, together with the initial payment, and when RIPPEDience accepts and delivers to Company a copy of the Agreement signed by an officer of RIPPEDience indicating RIPPEDience’s acceptance.

 

Accepted:

RIPPEDience

By:

      Dated
_

Authorized Signor


ATTACHMENT A

 

TYPE OF GOODS/SERVICE:  Health and Wellness products and/or services

 

COMPANY NAME:    The Store name entered on the “Become a Vendor” application page.

 

MARKET:                   Persons seeking health and fitness goods and/or services and leads generated by RIPPEDience in the market (“communities”) through among other methods use of the Service Mark below.

 

SERVICE MARK:       RIPPEDienceSM, Sample AllSM, Sample B 4SM, Sample TotalitySM, 1-844-4-RIPPEDSM,Try It B4 U Buy ItSM, FITienceSM, other related names that may be added from time to time and all associated Instagram, Pintrest, Facebook, and other social media or online marketing accounts or methods under these trade names and Licensors are licensees of certain online methods or software for the facilitation of buyers to Licensee.

 

TELEPHONE NUMBER: 1·844-474-7733

 

GEOGRAPHICAL AREA:                                                                   % of Advertising

Select One-

[ X ] United States of America                                                              not more than 20%

[   ] Europe                                                                                            
%

[   ] Middle East                                                                                      
%

[   ]
__                                                                                
%

[   ] OTHER
__                                                                  
%

 

Note: In the event high or low lead volume in one geographic area, RIPPEDience, may temporarily add Company and other companies to the list for KL-1 or for the geographic area with the unexpectedly high volume in order to better match available companies to the volume.

 

MAXIMUM GROSS SLOTS: The Maximum advertising slots for the Program stated in this Attachment A is 100,000 slots per county for each type of goods or service being marketed.

 

ADVERTISING SERVICES TO BE OBTAINED:

 

  1. Data capture
  2. Lead capture
  3. Lead distribution and responses resulting from advertising;

 

SERVICES:

 

Note: Company acknowledges that RIPPEDience cannot accurately estimate or predict the quantity or quality of leads that Company may receive. RIPPEDience does not make any representation, guarantee, or warranty of a particular number of prospective leads.

 

PAYMENT: Comany shall pay to RIPPEDience fees in accordance with 1 – 4 below.

 

  1. PROGRAM TERM

 

The Program Term (as that phrase is used herein and in all attached documents) shall be perpetual until canceled.

 

  1. ADVERTISING FEE SCHEDULE:

 a. Program Term and Fee schedule for each contract shall be as follows:

 

2017 Rate:            0% of the gross sales collected by RIPPEDience payable at the time fees are collected.  This % is subject to change with or without notice at any time.

 

  1. NON SUFFICIENT FUNDS

 

In the event funds are not good clear funds for any reason, Company will be placed on hold immediately. Company will be returned to rotation after receipt of cashier’s check. If cashier’s check is not received within 48 hrs, Company will be removed from rotation; KL-1 will not accept more than 2 bad funds situations in a twelve-month period. If Company presents more than 2 bad funds situations, the KL-1 companies reserve the right to terminate the advertising agreement.

 

  1. LICENSE FEE

 

The annual licensing fee stated on Attachment D shall be paid to RIPPEDience, as the agent for the companies that own the Service Marks.

 


ATTACHMENT B

 

Joint Advertising Unanimous Instructions.

A. Data Gathered

  1. Buyer’s Name
  2. Address
  3. Profile data for product targeting

 

The above information is available to Company via the internet at www.RIPPEDience.com

 

Companies jointly advertising under the Joint Advertising Program instruct RIPPEDience or its agents to direct all Prospective Clients or leads not accepted by Company or whose resolution of a dispute remains unresolved for greater than 14 days to direct the client or lead to another company jointly marketing under the Joint Advertising Program.

 

  1. Telephone and Online Leads Connection Procedures as follows:

 

During and After Office Hours:

 

  1. Call Center agent will provide Prospective Client Caller Company’s contact information.

 

  1. Call Center agent will contact Company and/or office staff of Company at the Company Contact Information.

 

  1. Prospective Client/Lead will be directly connected with Company through a daily, weekly, monthly, or other periodic Electronic Data Interchange (EDI). If contact person(s) is not available, RIPPEDience will leave the lead information with Company’s staff first and if necessary then to receptionist, answering service and/or voicemail of Company.  Leads may also be available at www.RIPPEDience.com’s Vendor Portal.

 

  1. Prospective Client will receive an electronic message with Company’s information provided they have e-mail, through the RIPPEDience online portal, and/or text service available on their cell phone and are agreeable to accept a text message.

 

 

ATTACHMENT C

 

JOINTLY ADVERTISING UNANIMOUSLY APPROVED POLICIES

 

Companies jointly and unanimously instruct RIPPEDience that the policies for companies under the Joint Advertising Program specified in Agreement, Section 5.1 that each participating company shall:

 

  1. Company agrees to provide Spanish-speaking customer service staff contacts during business hours to enable prospective clients responding to advertising to reach Company or Company’s staff members, at minimum, during reasonable business hours.

 

  1. Provide RIPPEDience proof of additional insured on Company’s insurance policy.  But if this is not provided, under no circumstance shall this mean that RIPPEDience accepts any liability for Company’s products and/or services.  Company agrees to indemnify RIPPEDience for any and all damages caused resulting from RIPPEDience’s advertising of Company’s products and/or services.

 

  1. Grant RIPPEDience authorization to contact Prospective Client within 48-hours to confirm Company’s customer service to all prospective clients and to send out marketing materials to all prospective clients/customers/leads, including, but not limited to, advertisements indicated on Attachment G.

 

  1. Company must communicate with clients obtained through Joint Advertising Program.

 

  1. RIPPEDience may Re-direct Prospective Clients not accepted by Company as a client to another entity that may assist prospective client.

 

  1. Instruct RIPPEDience to immediately remove Company from the advertising and refuse further advertising services in the event of one (1) client complaint reported within an 10-day ad duration. Such complaints are defined as follows:
    1. Company threatened, coerced, or treated any client obtained through the Joint Advertising Program in any manner inconsistent with the conduct befitting morals and ethics as determined by RIPPEDience.
    2. Client did not receive goods and/or services within 30 days of funds being received by or on behalf of Company unless there are extenuating circumstances such as weather conditions or other acts of God which cannot be reasonably resolved within this time period. If such situation exists, Company shall notify the client or RIPPEDience in writing of the circumstances and the anticipated time frame within which the client should receive his or her goods and/or services.
    3. Company has violated a statute or engaged in negligent conduct that would subject the Company to legal action.
    4. Company has committed an act against client that involves misrepresentation or fraud.
    5. Company failed to notify or contact client about any delayed shipment within two (2) weeks.

 

  1. Cooperate with RIPPEDience for investigating violations of RIPPEDience policies as it relates to this Attachment C, training regarding policies, and contacting clients in the event of violation of policies.

 

ATTACHMENT D

 

LICENSE FEES

 

The annual non-refundable license fee for RIPPEDienceSM, www.RIPPEDience.comSM, Sample AllSM, www.SampleAll.comSM, Sample B 4SM, www.SampleB4.comSM, Sample TotalitySM, www.SampleTotality.comSM, 1-844-4-RIPPEDSM, Try It B4 U Buy ItSM, www.TryItB4UBuyIt.comSM, FITienceSM, www.FITience.comSM and all associated Instagram, Pintrest, Facebook, and other social media or online marketing accounts or methods under these trade names is $750.00 payable to RIPPEDience Trust Account serving as Agent for Sample AllSM, www.SampleAll.comSM, Sample B 4SM, www.SampleB4.comSM, Sample TotalitySM, www.SampleTotality.comSM, 1-844-4-RIPPEDSM, Try It B4 U Buy ItSM, www.TryItB4UBuyIt.comSM, FITienceSM, www.FITience.comSM and other related names that may be added from time to time and all associated Instagram, Pintrest, Facebook, and other social media or online marketing accounts or methods under these trade names.

 

 

ATTACHMENT E

 

INSURANCE REQUIREMENTS

 

General Liability Insurance, including contractually assumed liability coverage, with minimum limits of $100,000 per occurrence and $300,000 aggregate.

 

 

 

ATTACHMENT G

Sample Client Expectation Ads

 

SOCIAL MEDIA

 

Please visit

 

Facebook

Pintrest

Instagram

etc

 
 

 

 

Website/Online Sales

Please visit

 

www.RIPPEDience.com