Partnership Terms and Conditions

Company, Off Day Trainer, Inc. DBA "Vitality", wishes to engage the Agent (Reseller) to provide services relating to Companies corporate fitness services as detailed in this Agreement. Agent has agreed to provide such services according to the terms of this Agreement.

Collectively, all of the people or businesses entering this Agreement will be referred to as the "Parties."

Purpose of the Agreement

Company wishes to engage the Agent to provide services relating to Companies corporate fitness services as detailed in this Agreement. Agent has agreed to provide such services according to the terms of this Agreement.

Terms

Off Day Trainer, Inc. (‘ODT’) is a fitness coaching software provider located in San Luis Obispo, CA. (‘Agent’) desires to establish a right to represent, sell and support the ODT services and understands and agrees to all the terms and conditions listed therein;

SELLING RIGHTS

ODT grants the Agent a non-exclusive right to sell and promote the ODT Product(s) on behalf of the ODT (the "Selling Rights").
The Agent is not obligated to identify himself as a duly authorized and commissioned sales agent in the course of his/her efforts to sell the Product(s) on behalf of ODT but may not sell the Product(s) in his/her own name.

PRODUCT PRICES

The ODT shall fix the selling price(s) of the Product(s) and the Agent may only sell the Product(s) at that selling price(s). Product pricing subject to change at any time.

COMMISSION

ODT shall pay the Agent commissions per the terms described in Schedule A.
The ODT may accept the cancellation of Product(s) for a refund or partial refund in its sole discretion
The Agent is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement.

SCHEDULE A

For each approved enrollment, an Agent will receive:

A $250 (1 time) bonus for each 6 month corporate contract
10% of gross monthly recurring revenue for maximum of 1 year from original contract date

ODT will notify Agent of New customers and customer activity, and provide no less than monthly, or provide open access to, an open/closed enrollment report for any and all active enrollees obtained by Agent referral.

TRAINING

At the request of the Agent, ODT shall train the Agent in the proper use of the Product(s).

ADVERTISING AND INFORMATION MATERIALS

ODT will create & maintain and provide Agent with a sales Funnel/Affiliate page. At its own discretion ODT will also provide content/product descriptions/images and marketing materials that Agent may incorporate in their marketing efforts.

PERFORMANCE

No performance requirements to maintain Agent reseller status.

PRODUCT IMAGE

The Agent shall not do or permit anything to be done to prejudice the market image of the Product(s) or the ODT.

DATA

ODT exclusively owns the rights to all customer data and analytics.

CONFIDENTIALITY

The Agent shall keep ODT's business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and shall not disclose them to any third party during and after termination of the Selling Rights.

SUMMARY TERMINATION OF SELLING RIGHTS

ODT retains the right to terminate this agreement for any reason.

TERMINATION CONSEQUENCES

On termination of the Selling Rights for any reason, the Agent shall immediately cease to describe him/herself as an "Authorized Sales Agent" of the ODT Product(s) and cease selling the Product(s). Only in the event of termination for reasons of the Agent breaching of any term of this agreement, ODT reserves the right to stop all residual commissions.

ASSIGNMENT

The Agent shall not assign the benefit of this agreement or subcontract his obligations under this agreement without the consent in writing of the ODT, which consent may be withheld without good reason.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that (a) it has the full power, authority and legal right to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized, executed and delivered by it and (c) this Agreement is a legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally and subject to general principles of equity. ODT makes no representations or warranties of any kind to Agent Reseller with respect to the Service, other than any that are expressly set forth in this Agreement. If Agent Reseller makes any representations or warranties to Subscribers with respect to the Service, such representations and warranties shall be the sole responsibility of Agent Reseller.

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