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This agreement is entered into between Cellhire USA LLC (“Cellhire”)
and you, the undersigned, as an affiliate for the referral
of customers to Cellhire under Cellhire’s Affiliate
Rental Program (the “Program”).
1. Becoming an Affiliate
By executing this Agreement you have become an affiliate
of Cellhire under the Program. You will shortly be assigned
a unique affiliate identification number.
2. Referrals
You agree to refer potential customers to Cellhire for the
rental of cellular phones and Cellhire agrees to pay you a
commission at the rate set forth below for each rental agreement
Cellhire enters into with a customer you have referred to
it, including any rental agreement entered into pursuant to
an order placed by the customer by direct contact with Cellhire
from the original ordering address of the first referral for
such customer. Referrals are to be made as set forth in the
Referral Guide. Cellhire reserves the right, in its reasonable
business judgment, to decline to enter into an agreement with
referred customers.
3. Rental Rates
Cellhire will from time to time furnish to you a list of
its then current rental rates and rates for optional services.
These are the rates to be quoted by you to potential customers.
Any variation from such rates must be approved by Cellhire.
4. Commission Rates
Cellhire will pay to you a commission of 10% of the rental
fees and call charges (excluding taxes, insurance, delivery
and collection charges) invoiced to any referred customer
during the term of this Agreement and the three month period
thereafter. The commission to you is guaranteed once a rental
agreement has been entered into by Cellhire, regardless of
whether the customer pays the rental charge unless nonpayment
is due to the customer’s deliberate fraud or deception.
5. Payment of Commissions
Commissions will be paid within 60 days following the close
of the calendar month in which the customer is invoiced for
the rental charge. Cellhire will provide to you a monthly
statement showing customer referrals you have made and which
have resulted in rental agreements, the amount of commission
with respect to each agreement and the time at which payment
of such commission is due. Cellhire will use reasonable efforts
to determine the amount of commission with respect to any
direct contact agreement. The statement will be accompanied
by payment of the total commissions then due to you.
6. Optional Incentives
Cellhire may, but is not obligated, to offer incentive programs
to its affiliates from time to time. You will be notified
of any such incentive programs.
7. Promotional Materials
Cellhire will provide to you such advertising and promotional
materials as it generally makes available to its other affiliates
under the Program. Such materials contain trademarks, servicemarks,
trade names and logos (the “Cellhire Marks”) which
are the sole property of Cellhire. You may not use the Cellhire
Marks in any manner except as specifically authorized in writing
by a principal of Cellhire. Any authorized use of the Cellhire
Marks by you must be accompanied by your affiliate identification
number. Cellhire will also provide to you the necessary forms
to make referrals of customers to Cellhire.
8. Termination
This Agreement is an agreement at will and may be terminated
by either party, with or without cause, upon thirty (30) days
written notice to the other. Cellhire reserves the right to
modify or terminate the Program and to add to or delete from
the Program products and services to be offered to customers
at any time.
9. Effect of Termination
Upon termination of this Agreement for any reason you shall
be entitled to receive commissions earned by you up to and
including the termination date and during the three month
period thereafter. Such commissions are payable at the time
provided for in paragraph 5. Upon termination of this Agreement,
the payment of such commissions shall be the only obligation
of Cellhire to you and you shall have no obligations to Cellhire.
Neither Cellhire nor you shall have any cause of action against
the other for termination of this Agreement and both Cellhire
and you release and waive any right to receive any special,
indirect, consequential or punitive damages of any nature.
10. Amendment
This Agreement may be amended at any time by the parties
but any such amendment must be in writing and must be signed
by the party to be bound thereby.
11. Notice
Any notice to be given by one party to the other pursuant
to this Agreement may be given by certified or registered
mail postage prepaid, by express mail, or by telefax with
hard copy mailed within 24 hours.
12. Relationship Created
Nothing contained in this Agreement shall be deemed to make
Cellhire and you partners, joint venturers, employer and employee,
agent and principal or to create any other relationship other
than that of independent contractors. You recognize that you
are not an agent of Cellhire and may not enter into agreements
on Cellhire’s behalf nor do anything which would bind
Cellhire to any contractual liability or any other obligation.
Without limiting the foregoing, you also recognize that you
have no authority to recruit, solicit or appoint other affiliates,
sub-affiliates or agents for the Program. As an independent
contractor of Cellhire you are not entitled to any benefits
as an employee of Cellhire and Cellhire is not obligated for
the payment of any withholding taxes.
13. Waiver of Certain Rights
In consideration of the guarantee of the commissions payable
to you and the at will nature of the relationships between
you and Cellhire, you hereby waive, to the extent permissible
under applicable law, any special protections afforded to
you as an affiliate or sales representative under any such
law.
14. Governing Law
This Agreement is governed by the laws of the State of New
York, without recourse to its conflicts of laws principles.
Any action or other proceeding which may be brought with respect
to this Agreement shall be brought in a court sitting in New
York, New York.
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