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Affiliate
Operating
Agreement
The following shall set forth the Affiliate Agreement made as of this _____ day of
2003 by and between Cellularphonespecials.com ("CPS"), having a principal address at 27068 La Paz Road, Suite 107 Laguna Hills, CA 92656 and Affiliate. ("Affiliate"), having a principal address at ________________ collectively referred to as ("The Parties").
SUMMARY
A) CPS has developed a proprietary online partnership program ("Program") that allows affiliates the ability to earn WEEKLY commissions for selling free and or discounted cellular phones. CPS handles the logistical aspects for the ordering, authorization, fulfillment and post sale support for the Program. In addition, CPS will continue to offer value added products and services to the consumer to help ensure greater conversion.
B) The affiliate concentrates on marketing and promoting the free and discounted phones and services through their unique and proprietary methods. CPS assigns Affiliate a unique reference code that allows CPS to track all sales activities and disperse commissions accordingly.
NOW THEREFORE; The Parties desire to work together to promote the free and discounted phones and SPRINT PCS Wireless Services in the U.S. under the following terms and conditions:
1) PRODUCT OFFERING. Affiliate will promote and market the Free and discounted wireless phones by Sprint PCS wireless phones and services selected by CPS. In addition, CPS will offer the five-piece accessory value added package with every sale. The selection of phone models and rate plans were determined on the current market trends and popularity. Due to daily changes in the market place, CPS has the right to change the product selection based on availability. Written notice will be provided to Affiliate within 48 hours of any changes.
2) EXCLUSIVE PRODUCT OFFERING. CPS will provide to affiliate an exclusive promotion at no additional costs so long as Affiliate meets or exceeds monthly goals of over 400 activations. The exclusive product offering includes a co-branded promotional site and direct customer service call center and support program designed for Affiliate. In addition, Affiliate will earn higher commissions via the exclusive Program as set forth in appendix A. Affiliate must provide a minimum level of monthly activations to qualify for exclusivity.
3) PROGRAM OPERATIONS. Affiliate will cause their own promotional materials and marketing efforts are the sole responsibility of Affiliate. All sales material with the use of any SPRINT PCS and Cellularphonespecials.com logos will be subject to the approval of CPS. In addition, Affiliate will be solely responsible for representing the Program within the legal boundaries set forth in the agent contract provided by SPRINT PCS.
4) DUTIES. CPS will construct, manage and update promotional materials on the CPS network according to the agreement. CPS will maintain the function of the site and ensure that customer orders are processed in a timely manor. This includes order taking, processing of the customers service application, and pick, pack, and ship of the order within the time frames set forth within this agreement. CPS will do the following:
a. Provide online site accessible only to Affiliate members for the Program, including tracking and recording of all sales activity.
b. Process customer order applications, report approval status, and pick pack and ship the customers phone within 48 hours of the order during normal business hours. Orders are process M - F from 9AM through 5PM PST.
5) MARKETING MATERIALS. CPS will provide some marketing materials and post them on the site for use. In addition, the Affiliate can layout and design their own sales and marketing materials of which to be mutually developed and approved by the Parties. CPS will supply the artwork, logos, and equipment information to affiliate at no cost. Affiliate will construct their own promotional materials used to promote the free handsets. Affiliate must provide CPS any artwork necessary for the design of the co-branded promotional pages.
6) COMPENSATION. Commissions are due in full for all customers initiating service for the first time with SPRINT PCS and that stay online for a minimum of three months. CPS reserves the right to protect against future charge backs or loses associated with excessive customer deactivations (see appendix A). In addition,
a. CPS will pay $5 application commissions every 7 days. Commissions are paid on the first Friday following the end of the billing cycle.
b. Weekly commissions are paid on all "SHIPPED" phones completed from the week beginning Saturday through the end of the business day the following Friday.
Monthly
commission program pays every 30 days with 45 days for first pay
period.
7) RELIABILITIES.
a. The affiliate agrees to the following terms regarding legal issues and tax liabilities.
b. This agreement shall be governed by and interpreted in accordance with the laws of the state of California, county of Los Angeles.
c. The Independent Representative acknowledges that they are fully responsible for any and all tax liability as a result of their sales.
d. The Independent Representative is fully responsible for any expenses incurred in the course of doing business, including but not limited to travel, entertainment, and other expenses as related to their effort.
If the terms and conditions of this AGREEMENT are acceptable to you, please so signify by signing in the space indicated below.
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| CPS Corporation. |
Affiliate. |
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| By __________________ |
By __________________ |
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| Print Name _______________ |
Print Name _______________ |
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| Title __________________ |
Title __________________ |
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| "APPENDIX A" |
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| COMPENSATION |
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| The following commissions schedule is based on a WEEKLY minimum performance measuring the number of activations, standard charge back or churn rate, current SPRINT PCS compensation for activation, phone pricing and costs of doing business. |
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| CPS reserves the right to change future commission levels at anytime so long written notice is granted to Affiliate 48 hours prior to any changes. CPS will NOT request any changes unless Sprint PCS's commission structure initiates any changes to CPS. |
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| The following is the current commissions structure: |
| Digital Local and National - USA |
Monthly Activations |
Commissions
Monthly Rate Plans
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$30 - $49.99 |
$50 + |
| All SPRINT PCS Plans |
1 - 99 |
$40 |
$45 |
| All SPRINT PCS Plans |
100 - 199 |
$45 |
$50 |
| All SPRINT PCS Plans |
200 -
+ |
EXCLUSIVE |
EXCLUSIVE |
| All
Applications placed for ANY phone |
1-2,000 |
$5 |
$5 |
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| CPS
MAY charge back commissions paid for any customers that do not stay on SPRINT PCS wireless services for at least three months - ONLY IF CHARGEBACK RATE EXCEEDS 2.8%. There are NO charge backs if the affiliate maintains a charge back rate of 2.7% or less. Currently, the national average is 2%. |
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| The charge back grace period is set forth by SPRINT PCS wireless services. Partners agree to abide by the rules and regulations set forth in the SPRINT PCS/CPS Agent contract. Deactivation rate cannot exceed 7%. If charge backs exceed 7%, CPS will terminate this agreement immediately. |
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| CPS will hold 50% of commissions if new
activatations drop to less than 20% of the previous two-week average. For example: |
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| If affiliate is paid on 100 numbers for week one, then paid 50 numbers for week two, the average of orders per week is 75. If week three drops below 20% of the last two week average, or roughly 15 or less orders, then CPS can elect to hold up to 50% of due commissions. This is to protect CPS for any future charge backs if Agent elects not to continue doing business with CPS. |
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| Affiliate Agreement in Word Document Format |
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