“COMMISSION-ONLY” MEMBERSHIP AGREEMENT

COMMISSION-ONLY MEMBERSHIP AGREEMENT

In addition to the 1Point Commerce membership agreement – https://1commerce.com/membership-agreement , the following terms, and conditions apply to the Commission-Only membership:

 “Your Company”, hereinafter referred to as “Seller” and 1Point Commerce LLC (hereinafter referred to as “Broker”) a limited liability company registered under the laws of the state of Delaware, USA, having its principal place of business and operations at the following address:

61 Demashq Street,

Amman, 11183

Jordan

Website Address: www.1commerce.com

Email: info@1commerce.comm

PURPOSE

The purpose of this agreement is to set forth the mutual understanding between the Seller and the Broker.

1.  The Seller hereby appoints Broker to act as a non-exclusive sales agent for Seller’s products listed on the website of www.1commerce.com, and hereinafter referred to as “products”.  The Broker will be the exclusive Broker for products listed on the website www.1commerce.com.  

2.  Seller warrants that products are owned by Seller and are free and clear of any and all liens or encumbrances.

3.  This agreement shall commence on the date of approval of Seller registration on the www.1Commerce.com website and shall continue for a period of Three Hundred and Sixty (360) days and may be extended by mutual agreement between Broker and Seller. 

4. Under the terms of this agreement, the Seller MUST list at least 10 Products in the “Products for Sale” OR “Products Wanted” sections on the website of 1Commerce.com of which 5 products MUST be added within the first 30 days from the date of registration and the rest of the products within 60 days from the registration date. Failure to list the minimum number of 5 products within the first 30 days, the Broker may immediately terminate this agreement without notice to Seller.

5. Seller MUST at all times update any and all information of listed products on a regular basis. Failure by Seller to update any material change of listed products may negatively affect the Broker’s efforts in the selling or buying processes of Seller’s products.

6.  Seller may withdraw the product listings, without penalty, upon notification to Broker in any form digital or written within 30 days.

7.  Seller agrees to pay Broker a commission when a product is sold during the term of this agreement. The amount of the commission shall be 7.5% of the total sales value. If the Seller does not sell any of its listed products, there is no fee to Broker.

8.  Seller agrees that all sales commissions to be paid to Broker will be deemed earned and payable at the time when the product is sold. 

9. Broker may terminate this agreement at any time without notice to Seller.

10.  Broker shall be an independent contractor, and Seller shall not be liable for any expenses, fees, charges or costs of Broker in connection with its performance hereunder, except for out-of-pocket expenses which may be incurred in connection with any projects which Broker may undertake at Seller’s specific request in writing.  Broker agrees to indemnify and hold Seller harmless from any claims of third parties based upon or arising out of Broker’s performance hereunder.  The Broker will not be an employee or agent of Seller or any of its affiliates and will not be entitled to any benefits under any plans or programs of Seller or any of its affiliates.  Broker shall not have the authority to bind or commit Seller to any agreement or obligation whatsoever.

11.  Nothing contained herein shall obligate Seller to negotiate or close any sale opportunity presented by Broker.

CHANGE IN ADDRESS

1Point’s address MAY change from time to time for any reason. We will notify you of any changes to our address by posting the new address on this website and/or informing you via email. You are advised to consult this webpage regularly for any changes, as continued use is deemed approval of all changes.

SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.


 

DISPUTE RESOLUTION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the city and country: Amman, Jordan; and noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by the applicable and governing law of Jordan. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by 1Point will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

GOVERNING LAW

This agreement shall be governed and construed in accordance with the laws of Jordan. It is also understood and agreed that this agreement shall be binding upon and accrue to the benefit of the successor’s and the assigns of the respective parties hereto, which shall include any parent corporation or subsidiaries or affiliates of the parties to this agreement, including joint ventures or limited partnerships to which either party is a part.

NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.


 

HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

 

1POINT COMMERCE LLC