Affiliation and Software Licensing Agreement

OrangeBee Money Global “OBMG”

Affiliation and Software Licensing Agreement

TERMS AND CONDITIONS
This Affiliation and Software Licensing Agreement (Agreement), is by and between: OrangeBee Money Global Inc. (OBMG) and the “Affiliate” dated the day the order for service is received by OBMG.

Recitals

WHEREAS, Affiliate is a Complementary Currency System, Barter System, Alternative Money System, Cooperative, Chamber of Commerce, etc., company or organization engaged in or wishing to engage in the industry.

WHEREAS, OBMG is in the business of providing an online marketplace and online management system as Software as a Service (SaaS), as well as custom website design and software development services. The software promotes purchases and sales by providing a medium by which different Affiliates may offer their Members products and services on an interactive basis through the Internet, the result being that the Affiliates Members will be able to visit OBMG’S web site (including any successor web site, the “Web Site”) and be able to purchase or sell products and/or services on OBMG from their own or other participating Affiliate Members.

WHEREAS, Affiliate desires to use the SaaS of OBMG and to generate or increase its transaction fees and/or sales and purchase commissions through the use of the Web Site by both promoting the products and services of its Members as well as by offering its Members the opportunity to purchase the products and services of others who are members of their system and if applicable, from participating Affiliates. Additionally, Affiliate may desire to use the software development and website design services of OBMG.

Therefore, OBMG and Affiliate hereby agree to the following:

1. CURRENCY AND RELATED DEFINITIONS

1.1 “Cash” shall mean legal tender or currency of the United States of America.

1.2 “OBMG” shall mean the currency established by OrangeBee Money Global, Inc.

1.3 “OBMGlobal” shall mean OBMG software, OrangeBee Money Global, as well as any and all OBMG copy, content and intellectual property. Any information and/or content obtained by the Affiliate or Member relating to or concerning OBMG is a “trade secret” as that term is defined in Section 688.002(4), Fla. Stat.

1.4 “Member” shall mean a person or business entity that subscribes to OBMG or the OBMG Affiliate’s System.

2. FEES AND OBLIGATIONS OF AFFILIATE

2.1 Fees. OBMG shall be compensated solely by Affiliate for all services provided to Affiliate. Affiliate shall pay to OBMG the following fees:
Cash monthly fee for use of the software. This fee will be payable in Cash in advance each month and is deemed earned upon the 1st day of each month.
If applicable, a design and integration fee to customize the software, user interface and/or content management application of the website. This fee will be payable in Cash in advance and is deemed earned upon completion of the customization and/or work.

2.2 Payment of Fees.

2.2.1. Monthly; Affiliate Cash fees of $50.00 are due to OBMG on the first day of each month. The first month’s charge for new systems will include an additional one-month fee that will be applied as a deposit.

2.2.2 Declined Payments. If Affiliate’s OBMG Auto Pay is declined, 30 days from the date of the decline, service shall be suspended and access to the OBMG’ SaaS website shall automatically be terminated.

2.2.3 Manner of Paying Cash Fees. All cash fees shall be received via OBMG debiting Affiliate’s OBMG Auto Pay with a major credit card approved by OBMG or through ACH/EFT (electronic funds transfer). Affiliate hereby grants OBMG continuing authorization to withdraw funds from Affiliate’s credit card account or checking account to make such payments.

2.2.4 Late Fees and Reactivation Fees. A late fee, payable in cash in the amount of one and one-half percent (1.5 %) per month, compounded monthly, will be incurred and charged on cash fees due and uncollectible or not received by OBMG on the day following the OBMG Auto Pay being declined. A reactivation fee, payable in cash in the amount of $50 will be incurred and charged to reactivate a System that has been suspended for non-payment. A late fee, payable in OBMG, in the amount of one and one-half percent (1.5 %) per month, compounded monthly, will be incurred and charged on OBMG fees due and uncollectible or not received by OBMG by the 1st day following the OBMG Auto Pay being declined.

2.2.5 OBMG Members Fees

2.2.6 Members Broker fee is 10% cash when they make a purchase.

2.2.7 Level 1 Affiliates

a. Level 1 Affiliates have the right to develop OBMG offices worldwide. Level 1 Affiliates will be expected to:

  • Be very aggressive in signing up new OBMG Members.
  • Be very aggressive in brokering their Members on a regular basis.
  • Entering in digital format acceptable to OBMG, the information per 2.4
  • Provide training, guidance and support to all their Members.

b. OBMG will be responsible for:

  • Maintaining website
  • Maintaining Member records
  • Maintaining IRS information
  • Reporting Members 1099-B information to IRS
  • Maintaining a record of Members cash billed
  • Collecting Members cash due

c. Level 1 Affiliates will receive seventy percent (70%) of all the Cash Broker Fees collected from Affiliate’s Members.

2.2.9 Level 2 Affiliates
Level 2 Affiliates have the right to develop OBMG offices worldwide. Level 2 Affiliates will be expected to:

  • Be very aggressive in signing up new OBMG Members.
  • Entering in digital format acceptable to OBMG, the information per 2.4

a. OBMG will be responsible for:

  • Maintaining website
  • Maintaining Member records
  • Maintaining IRS information
  • Reporting Members 1099-B information to IRS
  • Maintaining a record of Members cash billed
  • Collecting Members cash due
  • Broking Affiliates Members.
  • Provide training, guidance and support to all their Members.

b. Level 2 Affiliates will receive fifty percent (50%) of all the Cash Broker Fees collected from Affiliate’s Members.

2.2.10 Level 3 Affiliates Affilia

Level 3 Affiliates have the right to develop OBMG offices worldwide. Level 3 Affiliates will be expected to:

  • Be very aggressive in signing up new OBMG Members.

a. OBMG will be responsible for:

  • Maintaining website
  • Maintaining Member records
  • Maintaining IRS information
  • Reporting Members 1099-B information to IRS
  • Maintaining a record of Members cash billed
  • Collecting Members cash due
  • Broking Affiliates Members.
  • Provide training, guidance and support to all their Members.

b. Level 3 Affiliates will receive thirty percent (30%) of all the Cash Broker Fees collected from Affiliate’s Members.

2.3 Affiliate must qualify in order to receive their commissions by signing up at least two (2) approved Members in the month their commission was due. If Affiliate goes for three (3) consecutive months without signing up two (2) approved Members, the Affiliate will not be entitled to any future cash commissions. However, after Affiliate signs up 150 Members, they will no longer have to qualify to receive their commissions. If membership later drops below 150, they must again qualify each month.

2.3.1 All commissions will be paid to Affiliate on monies received with like kind (cash received cash paid, OBMG received OBMG paid) within twenty (20) days after the close of the month in which income was received by OBMG.

2.3.2 OBMG will not be responsible for, or pay any expenses incurred by Affiliate. Affiliate agrees to secure any and all permits, licenses, or any requirements to operate their business. OBMG does not furnish Affiliate with office facilities, clerical help, motor vehicles, or insurance thereon.

2.3.3 Tax: Affiliate is not an employee of OBMG and no taxes, FICA, or any tax of any kind, will be withheld by the OBMG from the Affiliate’s commissions or other compensation, and the Affiliate will be solely responsible for the payment of any City, County, State, Federal, or any Tax of any kind that Affiliate may owe resulting from any monies received from OBMG.

2.4 Affiliate’s Member Information. Level 1 and Level 2 Affiliates will confirm that member has entered, on the website, the following information: company name, contact person, federal identification number (or social security number), telephone and fax numbers, email address, business categories, auto-pay payment information, set up directory ads. etc. Affiliate will update the information from time to time as necessary to maintain the accuracy of the same. OBMG agrees that it will not solicit any person identified by Affiliate in the foregoing manner as a Member of Affiliate to join as a member of another System that is competitive with Affiliate’s system.

2.5 Rules and Regulations. OBMG may establish, from time to time, updated reasonable Rules and Regulations regarding use of the Web Site. Such Rules and Regulations will be posted on the Web Site or sent to Affiliate via email or other electronic format. It is the responsibility of Level 1 and Level 2 Affiliates to ensure that it and its Members are familiar with and abide by the Rules and Regulations. Upon completing a Member account application on the Web Site, Members and Affiliates acknowledge that they agree to the terms and conditions of the OBMG rules and regulations that are displayed on the Web Site.

3. TRANSACTION IMPLEMENTATION. Each time a Member buyer and seller agree upon a transaction via the Web Site:

3.1 Either the buyer or seller must enter the transaction from our website, or Mobile App prior to the delivery of any products or services. To the extent practicable, OBMG, will process transactions to the Members to make the following debits and credits:

a. A debit to the buyer’s OBMG account in the amount of the sale.

b. A credit to the seller’s OBMG account in the amount of the purchase.

3.2 Transaction Fees. The Cash transaction fees required for Members will be debited to their OBMG Auto Pay before the transaction will be posted. If Members OBMG Auto Pay is declined, then the transaction will be declined.

3.2.1 All OBMG transactions fees will be debited to OBMG Member at the time of the transaction.

3.3 Responsibility for Affiliate’s Commissions and Fees. OBMG will be responsible for collecting commissions and/or fees charged to members by OBMG. However, all payments to Affiliates will be on monies collected.

3.4 Adjustment of Fees. OBMG reserves the right to increase or adjust fees charged to Affiliate upon sixty (30) days written notice to Affiliate. The increase or adjustment of fees shall automatically replace the current fee schedule 30 days after notification.

4. DUTIES AND OBLIGATIONS OF OBMG

4.1 Disclaimer. OBMG will use its best efforts to properly maintain the Web Site and to record transactions accurately. OBMG does not warrant nor guarantee any transaction and shall not be liable for any losses which may occur, including without limitation, failure of computers or communications systems or equipment, software failure, other inoperability of systems of OBMG or others or data loss. OBMG’s only responsibility is to record transactions according to this Agreement and OBMG is not responsible for the fulfillment of any of the obligations of Affiliate, the buyer and/or the seller.

4.2 Transaction Procedure. OBMG, in its sole discretion, may refuse to post or may suspend or reverse a transaction when (i) the buyer or seller does not have sufficient OBMG to cover the transaction, or (ii) the buyer or seller is not in good standing with its Affiliate or OBMG, or (iii) the buyer’s Affiliate or OBMG has deactivated or put restrictions on the buyer’s account, or (iv) either buyer’s Affiliate or seller’s Affiliate is in default in payment of fees or other amounts owed to OBMG, or (v) either buyer’s Affiliate or seller’s Affiliate or Member is otherwise in breach of this Agreement.
OBMG has the right but not the obligation to reverse transactions (and debit or credit the accounts of the Affiliates, the buyer and/or the seller) for the reasons set forth in the preceding paragraph, in which event it will be the seller’s responsibility to collect from the buyer.

4.3 Corrections. Transactions are subject to final audit and verification by OBMG and, in case of inaccuracies or errors, OBMG may, but is not obligated to, reverse transactions or to debit or credit Affiliate’s and/or its Member’s accounts without notice.

4.4 Record Keeping. OBMG will present monthly statements on the Web Site and/or via email to Affiliates and Members. Statements are deemed accurate as displayed unless Affiliate or Members notify the OBMG corporate office, in writing, of any discrepancy within thirty (30) days of statement date. Notices to OBMG by e-mail will not be deemed received unless OBMG confirms receipt. No reversals will be entered on an account by OBMG after one hundred and twenty (120) days after the date of the transaction unless both parties to the transaction agree to the same.

4.5 Disclaimer of Warranty and Liability. OBMG makes no representation or warranty, either expressed or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any transaction. Affiliate agrees to indemnify and hold OBMG harmless with respect to any claim, debt or liability whatsoever, arising out of any transaction wherein an Affiliate or its Affiliate is a buyer or seller. Affiliate acknowledges that any transaction in which it or its Member participates is entered into on a voluntary basis.

5. SUSPENSION OF USE OF WEB SITE. OBMG reserves the right, in its sole discretion, to suspend the use of its Web Site and/or access to the System’s Management System and/or Global Marketplace to any Affiliate or any Member if Member or such Affiliate (i) uses the Web Site in violation of any federal, state or local law, or (ii) engages in practices contrary to the rules of OBMG or Affiliate’s System, or (iii) engages in practices harmful to OBMG, Affiliate, Members or the Web Site, or (iv) when Affiliate’s OBMG account is not in good standing or Affiliate’s overdraft privileges with respect to the OBMG account have been reduced, suspended or terminated, or (v) when any fees or other amounts are due to OBMG under this Agreement and unpaid for more than fifteen (15) days after a statement is presented. In the case of suspension under clause (v), privileges shall be reinstated within five (5) days of fees being paid with interest.

6. MISCELLANEOUS.

6.1 Taxes. In 1982, the United States Congress enacted the Tax Equity and Fiscal Responsibility Act (TEFRA Act). OBMG operates under the provision of this Act. OBMG is taxable in the year it is earned and reported to the IRS just as bank interest and income are reported. OBMG is responsible for reporting this to IRS, and furnishing the information to Affiliates, and Members.

6.2 Disputes. Transaction disputes concerning the quality or nature of goods or services purchased, or whether said goods are actually delivered, are exclusively between the buyer, the seller and/or their respective Affiliate, and OBMG has no responsibility in connection therewith other than recording transactions. OBMG is not responsible for use of OBMG by unauthorized persons.

6.3 Collection Expenses. In its sole discretion, OBMG may assess a Cash collection fee in such amount as may be specified by OBMG from time to time and may include attorney fees.

6.4 Termination. Either party may terminate this Agreement upon sixty (60) days written notice to the other party.

a. If Affiliate has qualified by signing up 150 Members they will continue to receive their commissions. If their Membership drops below 150 Members, they will no longer receive any commission and their Members will revert to OBMG.

b. Any Cash or OBMG transaction fees are due immediately.

c. No Cash or OBMG fees monthly will be refunded and the entire Cash or OBMG fees for the month in which termination takes place shall be immediately due and payable.

d. Any Affiliate with any cash/OBMG fees owed to OBMG must settle their account with OBMG as soon as possible and in any event within four (4) weeks of the cancellation or termination date. After said four (4) week period, Affiliate may convert to a Member account and offer at least three times the amount owed by posting offers of acceptable products / services for sale for OBMG. If the converted Member fails to make sufficient sales to cover the debt within ninety (90) days, Affiliate must pay OBMG any remaining negative balance in Cash.

6.5 Joint and Severable Liability. Individual signing on behalf of a Corporation or any legal entity agrees to guarantee and be personally liable for full performance by said Corporation or any legal entity in accordance with the Affiliation and Software Licensing Agreement.

6.6 No Waiver of Right. OBMG’s failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or future exercise of any right.

6.7 Entire Agreement. The terms contained herein constitute the entire agreement between the parties, and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein. This Agreement supersedes any other agreements between the parties. This agreement may be revised by OBMG as required. Posting of the revised agreement on this website shall constitute Affiliates acceptance of the revised agreement except if Affiliate provides OBMG with notice of non-acceptance within 30 business days from the posting of the revised agreement.

6.8 Severability and Attorney Fees. Every item contained in this Agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms. If legal action must be taken by OBMG against an Affiliate or Member to enforce any provision of this Agreement, the Affiliate or Member shall pay OBMG’s attorney fees, costs, plus interest from the date of default in addition to any other judgment as granted by a court of law. If legal action is taken by Affiliate or Member against OBMG which results in a judgment or award in favor of Affiliate or Member, Affiliate and Member agrees to accept full payment in OBMG, which will be deposited into Affiliate’s or Member’s account as full satisfaction of judgment or award.

6.9 Authority. The persons executing this Agreement on behalf of any corporation, partnership, Limited Liability Company or other legal entity have the authority to sign this Agreement and to bind the entity thereby.

6.10 Headings. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.

6.11 Fax Signatures. OBMG and Affiliate agree that both parties may accept a faxed signature or electronic acceptance of the agreement as an original, legal signature on this Agreement.

6.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

6.13 Warranty of Information. Affiliate warrants that it provides all information to OBMG in good faith and that such information is accurate to the best of its knowledge.

6.14 Applicable Law. This Agreement shall be governed by, and interpreted in accordance with the laws of Pinellas County, State of Florida, United States of America, and in the English Language. Any sums which may be awarded to OBMG by any legal authority shall be in cash, United States Dollars.

6.15 Jurisdiction and Venue. Any action brought by any party to this Agreement shall be filed, and venue shall lie only in the courts of Pinellas County, State of Florida, to which jurisdiction and venue Affiliate hereby specifically consents.

6.16 Amendment of Agreement. In its sole discretion, OBMG may change, delete, add to or otherwise modify this Agreement by giving Affiliate thirty (30) days written notice. Any purchase or sale by Affiliate or its Members after the thirty-day notice period constitutes acceptance by Affiliate and its Members of such modifications and Agreement as so modified.

6.17 Assignment. This Agreement may be assigned by OBMG to another company or entity at which time the obligations, terms and conditions herein will be provided to Affiliate by the assignee. Affiliate may not assign this Agreement to any other person or business without prior written approval by OBMG.

6.18 Notices. Except as specifically set forth in Section 4.4, all notices under this Agreement shall be in writing and sent by email, mail, overnight courier, hand delivery or fax addressed to the applicable party at its notice address using the current contact information on file with OBMG at that time.

6.19 Default or Breach by Affiliate or Member. In addition to all remedies set forth herein, in the event that the Affiliate shall default in any payment due hereunder, and such default in payment remains unpaid for a period of thirty (30) days from the date of demand or termination, OBMG shall be entitled, but not obligated, to retain the Affiliate’s Members. Such retention by OBMG shall not be deemed a breach of this Agreement, and shall not subject OBMG to any liability. OBMG shall still have all rights to enforce and collect on the judgment.

6.20 Injunctive Relief. In addition to all remedies set forth herein, OBMG shall have the right to obtain injunctive relief against the Affiliate or Member for any breach of this Agreement, and such injunctive relief shall be separate and apart from any monetary damages sought by OBMG against the Affiliate or Member.

6.21 Attorney Fees and Court Costs. In addition to all remedies set forth herein, in the event of a breach of this Agreement, Affiliate and Member agree to pay all costs of collection including attorney fees and maximum legal interest in the event the Member defaults in any obligation to OBMG.

6.22 Trade Secrets. The information and/or website content provided by OBMG or obtained by the Affiliate and Member under this Agreement is considered “trade secrets” as that term is defined in Section 688.002(4), Fla. Stat. Any misappropriation of a trade secret by an Affiliate or Member, or any OBMG provided website Content or Intellectual Property used by the Affiliate on any other website not provided and hosted by OBMG, without express written permission, shall subject that Affiliate or Member, or any person acting on behalf of the Affiliate or Member, to criminal penalty and/or civil damages, and/or injunctive relief.