REPRESENTATIVE MEMBERSHIP AGREEMENT
Thank you for your interest in representing 1Point Commerce in your area. This agreement starts on the day your Representative membership is approved.
BETWEEN:
1Point Commerce
AND
(the "Representative")
WHEREAS,
A. 1Point has created a decentralized, hybrid (online and offline) global B2B commerce network (the "Network") designed to facilitate and enhance international trade and commerce; and
B. The Representative desires to have access to the Network.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, the parties hereby covenant, agree, represent, and warrant as follows:
1. Representative Membership
Subject to the terms and conditions of this agreement, the Representative hereby applies for a Representative Membership in the Network, which is granted without any charges or fees upon approval.
2. Term
The initial duration of the Representative Membership shall be for one year, with an option for renewal subject to mutual consent.
3. Obligations of 1Point
1Point shall endeavor to maintain and expand the Network to maximize the benefit to Representatives.
4. Obligations of Representative
The Representative shall:
4.1. Abide by the "Code of Ethics" of 1Point, as may be amended from time to time.
4.2. Provide accurate and complete information on the Network and update it as necessary.
4.3. Complete the Representative Membership Application Form accurately.
4.4. Build the Associates Network in their local trade area.
4.5. Provide good service to 1Point members and assist them in their trade needs.
4.6. Promote the 1Point operation to local companies.
4.7. Be able to communicate in English.
4.8. Be able to communicate in the local language.
5. Revenue Sharing:
5.1 For the Annual Membership of $795, a Representative is entitled to 30% of the membership fee for every new member they register and 15% on the renewal fee of such member.
5.2 For the Commission-Based Membership of $395 plus 1% commission on sales, a Representative is entitled to 30% of the membership fee for every new member they register and 15% on the renewal fee of such member. Additionally, the Representative receives 30% of the 1% commission paid by members to 1Point upon sales.
5.3 For the Entry-Level Membership with a $0 initial registration fee and a 5% commission on sales, a Representative receives 30% of the 5% commission on sales when the member pays 1Point Commerce the 5% commission on sales.
5.4 If a Representative invites another entity to join 1Point Commerce as a representative in a new market or country, the inviting Representative receives 5% of the generated revenue by the new Representative for the first three years only.
5.5 If a Representative invites an importer/exporter to join our international traders' network and a new trader joins as a result, the Representative receives 30% of the 1% commission on sales that the trader pays to 1Point Commerce. The commission is paid to the Representative when 1Point Commerce receives such payment.
6. Operation Manual
Upon membership approval, Representatives will have access to the Operation Manual via the "My 1Commerce" link. It is expected that every Representative reads and operates this Operation Manual.
7. Indemnity
7.1. The Representative and all related parties shall indemnify and save harmless 1Point, its directors, officers, representatives, associates, traders, shareholders, and affiliates from any losses, damages, and costs resulting from any breach of the Representative's obligations under this agreement.
7.2. The Representative agrees that 1Point shall not be liable for any damages arising from the use or inability to use the Network, including but not limited to damages for loss of profits.
7.3. 1Point shall not be liable for any damages resulting from interruption or suspension of service.
8. Termination
During the first year, 1Point may terminate this agreement upon SIXTY (60) DAYS' notice. The Representative may terminate this agreement upon SIXTY (60) DAYS written notice to 1Point. In the event of such termination, no fees paid to date will be refunded by 1Point to the Representative. In the event of a breach by the Representative, 1Point may, without notice, immediately terminate this agreement.
9. Ownership of Intellectual Property
The Representative acknowledges that all intellectual property related to the Network is solely owned by or on behalf of 1Point. The Representative has the right to use the Network as outlined in this agreement.
10. Change in Address
1Point's address may change from time to time, and the Representative will be notified of any changes through the website or email.
11. Assumption of Risk
The Representative acknowledges the risks associated with participation in the Network and voluntarily chooses to participate, understanding that risks may result from their own actions or the actions of others.
12. Representation
The Representative affirms they are over 18 years of age and legally able to consent to this Agreement.
13. Entire Agreement
This Agreement supersedes all prior agreements and constitutes the entire understanding between the parties.
14. Counterparts
This Agreement may be executed in counterparts, each of which shall constitute a single agreement.
15. Survival
Provisions imposing continuing obligations on the parties shall survive termination of this Agreement.
16. 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: Panama City, Panama; 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 Panama. Each Party shall pay its 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 sub-part, 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.
17. Severability
If any part of this Agreement is held invalid or unenforceable, the remaining parts shall remain in force.
18. Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of Panama without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the following city and country: Panama City, Panama.
19. Notices
All notices shall be in writing and delivered by email or other specified means.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
1POINT COMMERCE, part of ABBADAI GROUP S.A., a Panamanian registered company.