BOOK THE LIMO AFFILIATE AGREEMENT
PREAMBLE. We have put in a lot of time and energy to establish a company that offers reasonable rates for limousine and other transportation services to the public. Book the Limo is a company that operates using its own unique business formats, methods, procedures, designs, layouts, standards, and specifications, which are subject to improvement, further development, and/or modification at any time. Book the Limo trademarks and service marks and associated logo may be used, promoted, and licensed by us in connection with our limousine referral business and other transportation services. To those who are ready to put in the time and money necessary to run a limousine service or other transportation business, we offer affiliate relationships. As indicated by your recent actions and statements, you appear interested in establishing a business relationship with us under which we refer potential customers searching the web for limousine services to your company via our website.
ACKNOWLEDGMENTS. You confirm that you have read this Agreement carefully, fully understand its terms, conditions, and covenants, and agree to be bound by them. You agree that you are making this investment in the limousine business and other transportation services with full knowledge of the risks involved and after conducting your own due diligence on the arrangement contemplated by this Agreement. We do not guarantee the accuracy of any sales, profit, or cash flow information you may obtain from other affiliates, and we are not responsible for any such information even if obtained lawfully. This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings between you and any of our officers, directors, or employees. In addition, you admit that we have recommended that you consult legal counsel before executing this Agreement.
REPRESENTATION. As a condition of signing this Agreement, you promise us that all the statements you have made and all the materials you have sent us are true and complete, and that you have not lied or left out important information to get the affiliation with us. We agreed to this partnership because you told us everything we needed to know.
BUSINESS OR PARTNERSHIP. If you are a corporation or a partnership at any time, you agree and confirm that:
1.4.1. You have the right to sign, deliver, and perform your duties under this Agreement, and you are properly organized or formed and in good standing according to the laws of the state where you were formed or organized. You will let us know within five (5) days if your company's status changes or if you get service of process for any reason.
1.4.2. This Agreement's Appendix "A" will give a full and accurate list of all your owners and their stakes in you; and
1.4.3. Each of your owners is bound by all the terms of this Agreement and any other agreements between you and us that also bind you. You and your owners agree to sign and send us updated copies of Appendix "A" within five (5) days of any changes to the information in it. You also agree to give us any other information about your organization or information we may ask for.
GRANT OF AFFILIATION. You want to collaborate with us so that you can get leads for limo businesses and other transportation services. Under the terms and conditions of this Agreement, we grant you an affiliation (the "Affiliation") for a term that starts on the date of this Agreement and ends on the tenth (10th) anniversary, unless Article 14 of this Agreement is used to end it sooner.
1.6. YOUR PERFORMANCE. You agree that you will always do what you must do in a faithful, honest, and hardworking way.
1.7. WE RESERVE THE RIGHTS. We (and our partners) reserve the right, at our own will, to:
1.7.1. Open and set up, and give other affiliates to third parties, on whatever terms and conditions we think are right.
1.8. NO GUARANTY. This Agreement is in no way a guarantee, promise, warranty, or statement that we will be able to send you a certain number of potential limousine customers or other transportation service business of any kind. This Agreement is not a guarantee, promise, warranty, or statement that we will send you all the limousine referral business or other transportation service business we get for services to be done in your state, county, municipality, or region. We may have multiple affiliates in and around your area who may get all or part of the limousine referral business or other transportation services business we get. This Agreement does not in any way guarantee, represent, warrant, or make a statement about the quality of any limousine referral business or other transportation service business provided to you, including, but not limited to, the credibility, character, or nature of such customers or whether such customers are suitable to receive limousine or other transportation business services. You agree that we will never do a background check or a credit check on any potential or actual customer referred to you by us.
2.1 BUSINESS DEVELOPMENT. You ran your own independent business. You understand and agree that any advice and information about how your business works that is given to you is not a promise or warranty of any kind, either express or implied, about how well the business will work or how well it will work for any other purpose. You promise and guarantee that the business will be built and run-in accordance with all local, state, and federal laws, ordinances, rules, and regulations.
2.2. YOUR OBLIGATIONS. You agree, at your own expense, to do the following to run your business:
2.2.1 Find out what permits, and licenses are needed and get them.
2.2.2 Do background checks on all the people who drive your vehicles to make sure they always have a safe driving record. This way, you can give all your customers a safe, professional, and secure environment.
2.2.3. Buy or rent all the cars and other equipment your business needs.
2.2.4 Buy an initial stock of ancillary goods, materials, and supplies that have been authorized and approved; and
2.2.5 Give the business that we referred to you to the customer(s) in a timely, professional, courteous, and safe way, and never give the business that we referred to you to a third party or another company.
2.2.6 Give us vehicles that can fit at least the number of people we tell you about for the specific limousine service job we are sending you for.
LET'S GET TO WORK. You agree not to start running the business until:
2.3.1. We have been given copies of all the insurance policies that are required by this Agreement, or any other proof of insurance coverage that is required by this Agreement, and we have met all the obligations listed in section 2.2.
AMOUNTS PAID BY CUSTOMERS.
Customers who pay a deposit for a limousine or other transportation service through our website will pay us a referral fee and compensation. This amount will be ours and cannot be split, distributed, or shared with you, even if you do not provide the limousine or other transportation service. We are the only ones who can decide how much to charge these customers as a deposit, and you have no say, power, or right to change or change the terms of such a deposit (s).
GRATUITIES TO DRIVERS OR OTHER EMPLOYEES/CONTRACTORS OF YOURS.
You are solely responsible for any payments to drivers, employees, or other people providing the contracted services to the customer, including, but not limited to, any gratuities, tips, or other compensation payable to such persons, and that the price for such limousine or other transportation services as disclosed to You, quoted to You by Us, and/or agreed upon by You is fully inclusive of all such gratuities, tips, or other compensation payable to such persons and no c.
INTEREST ON LATE PAYMENTS
If either party is more than thirty (30) days late with a payment, interest will be charged at the highest rate allowed by law, from the date the payment was due until the date it was paid.
APPLICATION OF PAYMENTS.
No matter what you tell us, we can use any money we get from you to pay any of your past-due debts to us. You acknowledge and agree that we have the right to subtract any money you or your owners owe us from any money we might owe you or your owners.
STATE TAX PAYMENTS.
You agree and acknowledge that if any state authority in the primary state where you run your business taxes us any amounts because of money we collect on your behalf under any of the terms of this Agreement, it is your responsibility to pay such state tax payment amounts, and you give us permission to collect such state tax payment amounts directly from you to reimburse us for what we paid to such authorities.
YOUR Company NAME.
You can only run the business under your own name, not under Book the Limo, Book for Limo, or any other name that sounds similar.
PROHIBITION ON USE OF MARKS.
You cannot use any Marks as part of a corporate or legal business name or as part of an Internet domain name or Internet e-mail address, or with any prefix, suffix, or other modifying words, terms, designs, or symbols (other than logos licensed to you hereunder), or in any modified form. You also cannot use any Marks in connection with the performance or sale of any unauthorized services or products, or in any other way that we have not expressly approved in writing. No Marks may be used in any advertisement for the transfer, sale, or other disposal of the business or an ownership interest in you.
ADVICE ON CLAIMS AND INFRACTIONS.
You further agree not to communicate with any person other than us, our attorneys, and your attorneys in connection with any such infringement, challenge, or claim, and to notify us immediately of any such apparent infringement or improper use of any Marks. In the event of any such infringement, challenge, or claim, or in connection with any Marks, we reserve the right to take whatever action we deem necessary, and we will have sole control over any litigation, United States Patent and Trademark Office ("USPTO") proceeding, or other administrative proceeding.
IMAGES OF ALL KINDS.
Any photographs, pictures, likenesses, videos, or other such depictions of any vehicles, limousines, or anything used or depicting the usage of the services rendered by You (hereinafter collectively referred to as the "Likenesses") that You or any of your agents, employees, representatives, or assigns upload, add, modify, supplement, create, or present on any of the Book the Limo website(s), We shall have an irrevocable license to duplicate, replicate, copy, transform.
DETERMINATION OF CONFIDENTIAL INFORMATION.
Certain confidential information (the "Confidential Information") pertaining to the creation and operation of the limousine and other transportation related referral businesses is in our possession (and will continue to be developed and acquired) and may be disclosed to you. You understand and agree that during the term of this Agreement, you will not acquire any interest in Confidential Information other than the right to use Confidential Information disclosed to you in operating the business, and that using or duplicating any Confidential Information in any other business would constitute an unfair method of competition. Also, you understand and agree that our trade secrets and other confidential information are part of the Confidential Information that we are disclosing to you, and that you are receiving this information under the express condition that you agree, and that you do agree hereby, to the following:
You acknowledge that all Confidential Information in your possession or control is our exclusive property and that any use thereof shall be limited to the purposes of and in connection with this Agreement and that you will take all reasonable measures to protect the confidentiality of such information.
Will keep all Confidential Information strictly confidential during and after the term of this Agreement.
Will Not Make Any Unauthorized Copies of Any Part of The Confidential Information That Is Disclosed to Me in Any Form (Electronic, Written, Or Otherwise).
Records and Reports
You agree to set up and keep up an accounting, bookkeeping, and record keeping system for all limousine and transportation-related referrals we provide you with at your own cost.
7.1. BY US. We may freely assign this Agreement and all our rights hereunder, and this Agreement shall be binding upon and inure to the benefit of any such assignee or other legal successor. We may assign our rights and responsibilities under this Agreement to another party.
7.2. BY YOU. You acknowledge that the affiliation has been granted to you based on our evaluations of your owners' individual or collective character, skill, aptitude, attitude, business ability, acumen, and financial capacity, and that these evaluations are personal to your owners and that this Agreement creates rights and obligations that are personal to your owners. As a result, you cannot assign this Agreement (or any interest therein) or any Affiliation or affiliate relationship without our express written consent. Any potential buyer or seller must first sign our Affiliate Agreement as it exists at the time of our approval. Any transfer made in violation of this Agreement without such consent is null and without effect. For purposes of this Agreement, "transfer" shall mean any assignment, sale, gift, or other disposition of any interest in this Agreement, you, or the business, whether such assignment, sale, gift, or other disposition is voluntary or involuntary on your part or on the part of your owners.
TERMINATION OF AGREEMENT
Either party may dissolve this Agreement for any reason or no reason at all. The warranties you make and the obligations you incur herein, however, will remain valid even after this Agreement is terminated.
PARTY RELATIONSHIPS AND INDEMNITY.
DON'T MAKE A NEW RELATIONSHIP.
You and we both agree that nothing in this Agreement is intended to make either of us the general or special agent, joint ventures, independent contractor, partner, or employee of the other for any purpose, and that this Agreement does not create a fiduciary relationship between you and us.
There will be no responsibility taken for the actions of a third party.
You also promise not to use the Marks in any way we have not specifically authorized, such as when signing a contract or applying for a license or permit. Unless otherwise agreed upon in writing, neither you nor we will enter into any agreements, warranties, guarantees, or representations, or incur any debt, in the name or on behalf of us. We will not be responsible for any direct or indirect losses or damages to persons or property that may result from your operations or the conduct of your business under this Agreement.
You are solely responsible for paying any and all sales, use, service, occupation, employment related, excise, gross receipts, income, property, and other taxes that may be applicable to you or your company in connection with your business activities, and we will not be liable for your failure to do so (except any taxes we are required by law to collect from you with respect to purchases from us). All such levies must be paid by you.
To the fullest extent permitted by law, you will indemnify, exempt, defend, and hold us and our affiliates and our respective shareholders, members, managing members, directors, officers, employees, agents, successors, and assignees (the "Indemnified Parties") harmless from and against and will reimburse any one or more of the Indemnified Parties for all claims, obligations, and damages threatened, alleged, incurred, assumed, and/or pled as against us, all taxes, The term "claims" as used in this indemnification shall include all obligations, liabilities, costs, damages (actual, consequential or otherwise), and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties, including, without limitation, reasonable accountants', arbitrators', attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, and other expenses of litigation, arbitration, or alternative dispute resolution incurred by any of the Indemnified Parties. Our company has the legal right to counter any such allegations. This indemnity shall survive the termination of this Agreement and shall be effective in accordance with its terms.
THE NEED FOR MITIGATION IS NOT PRESENT.
To maintain and fully recover a claim against you, neither we nor any other Indemnified Party is required to seek recovery from any insurer or other third party, or to otherwise mitigate our, their, or your losses and expenses. If you do not try to get your money back or limit the damage, that will not affect how much we or another Indemnified Party can get from you.
INSURANCES. Before we can begin our affiliate relationship with you, you will need to show us proof of adequate liability insurance in the amount of at least ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), with the following parties listed as additional insureds for all purposes: A.L.C. "Book for Limo," "Book the Limo," and Mr. Eric Salat all belong to the same company. We reserve the right, in our sole and absolute discretion, to change at any time the amount of insurance coverage, the type of insurance coverage, and/or the identity of the named insured(s) on such policies of insurance, and you agree to comply with such changes within thirty (30) days or this Agreement will be terminated.
PARTICIPATION IN THE SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS.
Each provision of this Agreement, and any portion thereof, will be deemed severable, and if any such provision is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction in a proceeding to which we are a party, such ruling will not impair the operation of any other provision of this Agreement.
LESS ENFORCABLE COVENANT
To the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law is applicable to the validity of such covenant, you and we agree that any geographically limited, business activity limited, or time limited covenant contained herein that restricts competitive activity is deemed unenforceable by virtue of its scope but would be enforceable by reducing any part or all thereof.
If any provision of this Agreement is invalid or unenforceable under applicable and binding law or rule of any district, the prior notice and/or other action required by such law or rule will be substituted for the comparable provisions hereof. If any provision of this Agreement is determined to be unenforceable by a court or arbitrator in a final decision in which we are a party, you agree to be bound by any promise or covenant imposing the maximum duty permitted by law that is subsumed within the terms of any provision hereof as though it were separately articulated in and made a part of this Agreement. Unless we elect to give such amendments greater applicability, any such changes to this Agreement will only be effective in the specific district indicated, and this Agreement will be enforced in all other jurisdictions as it was originally made and entered into.
WAIVER OF OBLIGATIONS.
Any obligation of, or restriction upon, the other party under this Agreement may be waived or reduced by either party by written instrument, effective upon delivery of written notice thereof to the other party or such other effective date stated in the notice of waiver. Any waiver we make is in addition to any other rights we may have, is subject to our continuing review, and can be revoked at any time for any reason with ten (10) days' prior written notice delivered to you.
Neither our nor your failure, refusal, or neglect to exercise any right, power, or option under this Agreement (including, without limitation, the right to demand exact compliance with each and every term, condition, and covenant herein or to declare any breach thereof to be a default and to terminate this Agreement prior to the expiration of its term) by reason of any custom or practice inconsistent with the terms hereof; our or your failure to enforce strict performance of any term, condition, or covenant herein; or our or your failure to enforce strict
RELATED COSTS AND LAWYER FEES.
You agree to reimburse us for any costs and expenses which we incur in connection with your failure to pay when due amounts owed to us or to submit when due any reports, information or supporting records or otherwise comply with this Agreement, including, without limitation, reasonable accounting, attorneys', arbitrators', and related fees.
The RIGHTS OF THE PARTIES ARE COMBINED.
Nothing contained herein shall be construed as preventing either party from exercising or enforcing any other right or remedy hereunder or otherwise available to them under applicable law.
APPLICABLE LAW AND VENUE.
All disputes will be resolved under the laws of the State of Florida, and litigation will take place exclusively in the Circuit Court for Palm Beach County, Florida. All pre-litigation, appellate, and post-judgment attorneys' fees and costs incurred by the prevailing party in such litigation shall be reimbursed to that party.
CONSENT TO JURISDICTION.
You and your owner’s consent to the personal district of, and waive any objection to venue in, the Circuit Court located in Palm Beach County, Florida for any action brought against you or your owners.
This agreement may not be changed except by an agreement in writing signed by both you and us. It will be binding on both of our executors, administrators, heirs, beneficiaries, assigns, and successors in interest.
Article headings are provided for reference purposes only and shall not be used to define, limit, or interpret the provisions of any Article hereof.
Responsibility shared by multiple owners.
All obligations and liabilities to us will be joint and several if two or more persons are at any time the owners of the business hereunder as partners or joint venturers. Any person who has any direct or indirect interest in you (or a transferee), this Agreement, or the business, or who has the power to vest in himself any legal or equitable interest, in the revenue, profits, rights, or assets thereof, is an "owner" for purposes of this Agreement. For purposes of this definition, "controlling interest" in a corporation or partnership shall mean the ownership of five percent (5%) or more of the voting stock or other voting interests in the entity. Any entity that has separate legal or functional identity from the people who make it up is a "person," including but not limited to individuals.
It is understood that this Agreement may be executed in counterparts, each of which shall be deemed an original.
Notifications and payments.
NOTICES. All notices and reports required or permitted to be delivered in writing under this Agreement or the Operations Manual shall be deemed delivered when received.
At the time delivered by hand.
Once an electronic document such as a telecopy, facsimile, or email has been sent, it will be considered received one (1) business day later.
Delivery to the recipient is guaranteed no later than the next business day after being handed off to a commercial courier service.
All notices shall be deemed given three (3) business days after being deposited in the United States Mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid, and shall be addressed to the party to be notified at its most current principal business address of which the notifying party has been notified. It is considered late if a payment or report is not received by us during business hours on the due date (or postmarked by postal authorities at least two (2) days prior thereto).
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