- The company will provide services at specified costs to the Member as provided in
writing per e-mail correspondence and acknowledgement by the Member in writing by
mail, fax or e-mail.
- Any invoices sent by the company must be paid within the specified time on each
invoice. If the invoice is not paid within the specified time the company will not
process further orders for the Member until the invoice is paid in full. Member
may be dismissed from the association if invoices are not paid. Furthermore,
if an invoice is not paid by the specified date the member authorizes NAFPro to
bill the credit card on file for the unpaid balance.
- If the Member provides payment by check, and the check is returned, the Member will
be responsible to make full payment immediately by cash, wire transfer, certified
check or money order to The Company immediately upon request by the company and
the Member will also be responsible for a $35.00 returned check fee. No other orders
will be processed for the Member until the returned check is paid in full with the
returned check fee.
- The Member agrees to maintain a sum of not less than $1,000 on deposit with the
Company. Said amounts are deemed a security deposit and may be refundable upon voluntary
termination as submitted by the Member in writing 30 days in advance of the intended
termination date. Involuntary terminations executed by the Company will result in
a forfeiture of the deposit. The refund will be adjusted for all outstanding balances
owed to the Company and remaining monthly dues owed under the terms of this contract.
- The Company is not in the business of conducting services, products, support, or
other related function that might constitute an obligation to the customers of any
Member.
- Independent Status. The Member agrees and acknowledges that it
is an Independent Fundraiser and it shall have no ownership in The Company or authority
whatsoever to bind The Company in any matter whatsoever. The Company will not look
after or be responsible for the collection or payment of any federal, state or local
taxes or assessments arising out of this Member relationship. Member acknowledges
that it is not eligible to participate in any of The Company's benefit plans or
be otherwise treated by The Company as its employee.
- Performance and Indemnification. Member shall determine where,
when and how to perform its duties and supervise itself and its contractors, agents
and employees in so doing. Member shall be solely responsible for its acts and the
acts of its contractors, agents and employees and any liability created by its or
their negligent or intentional acts. Member hereby indemnifies The Company from
any claims by or against The Company by Member or any of the contractors, agents
and employees of Member or arising out of or in connection with performance. The
Member agrees reimburse and pay for all legal and related expenses incurred by the
Company in the course of enforcing this section of the Agreement.
- Term and Termination. This Agreement shall be effective as of the
date hereof, and shall continue for a period of one (1) year, unless terminated
as provided in this Agreement. Notwithstanding anything to the contrary
herein, this Agreement may be terminated immediately by The Company at will. For
a Members may cancel their membership at any time as provided in this agreement.
A 30 day notice corresponded by e-mail, fax or mail from the member will be
required to cancel this agreement.
- Intellectual Property, Public Statements, Merchant Contracts and Customer
Information. The name of "NAFPro," including all variations thereof, along
with all logos, trademarks, trade names, service marks, or other items of intellectual
property used by The Company shall at all times remain the property of The Company.
Member shall not use any such items without the prior approval of The Company. On
all letterhead, business cards or other literature used by Member, it shall conspicuously
state that Member is an "Independent Sales and Marketing Representative." Member
shall never state or imply that it is anything other than a Member of the association.
Any and all contracts obtained by Member merchants of organizations to provide products
or services shall be the property of the Member. The Member reserves the right right
to transfer, assign, amend or change any such contracts or the provisions thereof.
The customer list compiled by the Member along with all information obtained by
Member regarding potential customers shall be the property of the Member.
- Applicable Law and Venue. This Agreement and performance hereunder
and all suits and other special proceedings herein shall be construed in accordance
with and under and pursuant to the laws of the State of Utah, and in the event any
action, special proceeding or other proceeding is brought arising out of, or in
connection with, or by reason of this Agreement, the laws of the State of Utah shall
be applicable and govern. The forum for any action hereunder shall be in Salt Lake
County, Utah.
- Waiver. The waiver by The Company of a breach of any provision
of the Agreement by Member shall not operate or be construed as a waiver of any
subsequent breach by Member. No waiver shall be valid unless in writing and signed
by an authorized officer of The Company.
- Personal Guaranty. Member hereby fully and unconditionally guarantees
the full performance of Members obligations hereunder including any payment obligations
it may have to The Company and any and all expenses incurred by The Company (including
reasonable attorneys' fees and expenses.)
- Each such NAFPro Owner also agrees to be personally bound by the
non-compete, restrictive covenant, and confidentiality preventing them from fundraising
with or divulging any information in regards to any program that a NAFPro member
has worked with through the association.
- Invalidity. Any portion of this Agreement determined in a court
of law to be invalid shall not nullify the remainder of the Agreement as valid and
in force.
|