*Qualified Purchase subject to change

*figures in USD

*Year 2 and Year 3 dependent on member renewal, respectively

5.2  The net commission is payable within 90 days of the client’s membership start date via bank transfer. 

5.3  The Ambassador agrees if the client purchases services in year 4 then no commission shall be owed by the company. 

 5.4  The Ambassador agrees that if the client terminates the services of the company before their start date and within the terms of the cancellation policy then no commission will be paid. 

 

6. TERM, TERMINATION AND BREACH OF THIS AGREEMENT

 6.1 This agreement, shall expire 1 year from the date of this agreement with year-to-year options thereafter unless terminated earlier by one of the following events:

         6.1.1 Written agreement by the Parties to terminate this agreement, or

         6.1.2 If either Party petitions for bankruptcy or reorganisation under bankruptcy laws, or makes an assignment of the benefit of creditors, or 

         6.1.3  By written notification by either party. 

 6.2. If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement.  If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement.

 6.3. In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein.

 

7. OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY

 7.1. A Party shall own rights to any technology, copyrights, trade secrets and other intellectual property it independently develops or has already developed.

 7.2. Only material disclosed under section 3 of the agreement can be used in the promotion of club membership by LUXE CLUB RETREATS LTD. 

 

8. CONFIDENTIALITY AND NON-DISCLOSURE

8.1. Non-Disclosure

8.1.1 Without the other Parties’ prior, written consent, no Party shall directly or indirectly, disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding UK law.  Each Party acknowledges and agrees that the other Parties have valuable, proprietary rights in their information and agrees to keep the other Parties’ information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know.  Before disclosure, each Party shall advise any such employees, agent, or representative to whom such disclosure is made of this Agreement and require any such employee, agent, or representative to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally.

 8.2. Return of Written Materials

8.2.1.  The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or licence with respect to any shared information. If the Parties fail to reach an agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If an agreement is not reached, any Party shall not use in any way for its benefit or any other person’s or entity’s benefit any such information or materials shared with it without the other Parties’ written consent.

 8.3. Term

8.3.1 The non-disclosure terms to this Agreement shall be in effect for a period of five years from its date of execution, if exercised, or three years from termination of this Ambassador agreement, whichever is longer.

 

9. WARRANTIES

 9.1. Each of the Parties agrees to perform their responsibilities under this Agreement and any contract resulting from Business Initiatives consistent with good commercial practices.  No other warranties, expressed or implied, will be provided by the Parties to the clients under said agreement unless otherwise agreed to by the Parties.

 9.2  The Ambassador is not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.

 9.3. There is no pending or threatened claim, action, or proceeding against the Ambassador, or any affiliate of the Ambassador with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

 9.4. During the Term, The Ambassador will not include in its website or content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Company’s Terms and Conditions or Acceptable Use Policy.

 9.5. Each Referred Client is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.

 9.6. The Ambassadors use and display of the Promotional Materials on a website shall conform to the following terms, conditions and specifications:

 9.7. Not indicate that The Ambassador is a Trainer Affiliate of the Company;

 9.8. Not shame or bully any person; 

 9.9. Not promote or contain sexually suggestive or explicit materials, or any morally inappropriate content; 

 9.10. Not promote or condone violence, in particular domestic violence; 

 9.11. Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 

 9.12. Not promote or condone illegal activities;

 9.13. Not incorporate any materials which infringe, or assist others to infringe, on any copyright, trademark or other intellectual property rights or to otherwise violate the law;

 9.14. Not contain any proprietary or confidential information belonging to the Company as may be defined by the Policies and Procedures, or as may be determined on a case by case basis; 

 9.15. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to the Company in its sole and absolute discretion.

10. SEVERABILITY AND CONSTRUCTION

 10.1.  Except as expressly provided to the contrary herein, each article, term, condition and provision of this Ambassador Agreement shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this Ambassador Agreement, and the latter shall continue to be given full force and effect by the parties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.

 10.2. All captions, titles, headings, and article numbers herein have been inserted and are intended solely for the convenience of the parties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.

 10.3. All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.

 10.4. This Ambassador Agreement constitutes the entire, full and complete Agreement between the Parties concerning the subject matter hereof, and shall supersede all prior agreements, no other representations having induced the Company to execute this Agreement. No representation, inducement, promises or agreements, oral or otherwise, between the parties not included herein or attached hereto, unless of subsequent date, have been made by either party and none such shall be of any force or effect with reference to this Ambassador Agreement or otherwise. No amendment change or variance of this Ambassador Agreement shall be binding upon either party, unless mutually agreed to by the parties and executed by them, or by their respective authorised employees, officers, or agents in writing.

11. DISCLAIMERS OF ANY WARRANTIES AND LIMITATION OF LIABILITY 

 11.1. The Company makes no express or implied warranties or representations with respect to the Ambassador Program or any of the Company’s Products and Services sold (including, without limitation, no warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, the Company makes no representation that the operation of the Company’s site will be uninterrupted or error-free. The Company will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers during the period of interruption.

 11.2. Under no circumstances shall the Company be liable to The Ambassador or The Ambassador’s clients: nor any other person or entity claiming through The Ambassador, for any loss, liability, injury, or damage, of whatever kind or nature, resulting from or arising out of, or in connection with, this agreement or the services provided hereunder, now or in the future, or any mistakes, errors, omissions, delays, losses, or interruptions in the services arising out of or in connection with the Company’s site and/or services; and, without limiting the generality of the foregoing, the Company shall in no event be liable for any indirect, incidental, punitive, exemplary, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of action, even if the Company has been advised of the possibility of such damages or could have foreseen such damages, whether resulting from breach of its obligations under this agreement or otherwise. Furthermore, The Ambassador hereby expressly agrees that the total aggregate liability arising with respect to this agreement shall never exceed the total commissions paid to The Ambassador under this agreement.

 

12. WAIVER

 12.1.  Nor failure, delay, waiver, forbearance or omission by either of the parties hereto of the conditions or of the breach of any term, provision, covenant or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the parties not in accordance with the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or of the breach of any other term, provision, covenant or warranty of this Agreement.

13. NOTICES

 13.1. All notices required or submitted under this Referral Partner Agreement shall be given in writing and shall be emailed, personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective parties at the following addresses, unless and until a different address has been designated by notice in writing to the other party:

To the Company: LUXE CLUB RETREATS LTD

22, Saddlers Park | Eynsford, Dartford | Kent | England | DA4 0HA

 Email: connect@luxeclubretreats.com

14. LANGUAGE AND GOVERNING LAW

 14.1.  This Ambassador Agreement shall be governed by and construed and enforced in accordance with the laws of the United Kingdom of, which law shall prevail in the event of any conflict of the parties.

 14.2. The parties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English.

15. ALTERNATIVE DISPUTE RESOLUTION

 15.1 The Parties to this Agreement agree to attempt in good faith to resolve any conflicts, disputes, or claims arising out of this Agreement by negotiation between senior executives or an official.  If applicable, Parties agree to consider the utilisation of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties. 

16.  ASSIGNMENT OF AGREEMENT

 16.1 This agreement may not be assigned or otherwise transferred by any party in whole or in part without the express prior written consent of the other parties.  In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.