Last update: 06/06/2022
This AFFILIATE Policy (hereinafter referred to as the "Policy") is entered and shall be effective as of June 6th, 2022 (hereinafter referred to as the "Effective Date")
By and between:
WITHOUT LIMIT FREELANCE (hereinafter referred to as the "Company"), having its place of business in Mexico and;
The AFFILIATE company or individual (hereinafter referred to as the "AFFILIATE"), has its place of business at [AFFILIATE Address].
WHEREAS the Company agrees and appoints the AFFILIATE to resale, market, and promote the Company's services (hereinafter referred to as the "services")
Hereinafter, the Company and the AFFILIATE shall be collectively referred to as the "Parties" and individually as the "Party".
THEREFORE, the Parties agree to comply with the terms and conditions as proposed below:
Terms and Conditions
The Company authorizes and grants a special license to the AFFILIATE to resale, market, and promote the services as agreed upon by the Parties hereto in the territory of Mexico.
- Payment Terms
For the Company to provide the AFFILIATE with the services, the Company shall invoice the AFFILIATE with an amount determined by the Company in U.S. dollars as compensation for the services delivered. This amount shall be paid to the Company within 30 days from the date of invoice. The Company shall only accept payment in full from the AFFILIATE.
The AFFILIATE shall be responsible for the sales and promotions of the services. Furthermore, the AFFILIATE shall provide the Company with the details about the promotions, sale pricing, customer details, and other necessary information required by the Company promptly.
- Delivery Schedule
The Company shall complete and deliver the services within 30 days upon receiving an order from the AFFILIATE. Failing to do so shall result in termination of the order by the AFFILIATE without any prior written notice.
- Representation and Warranty
The Company hereby represents all the services as approved for the use under the jurisdiction laws of the state of Mexico, and warrants for the same to the AFFILIATE.
However, if the AFFILIATE receives any incomplete services that do not match the description/expectation of the AFFILIATE, the AFFILIATE shall inform the Company in the written notice within 5 days upon receiving such incomplete services. The Company shall be responsible for completing those services.
If the Company fails to deliver the replacement within 30 days upon receiving notice from the AFFILIATE, the AFFILIATE shall have the right to cancel or terminate the order between the Parties without any prior written notice.
- Term and Termination
The Policy shall be enforceable as per the aforementioned Effective Date and shall continue to exist in perpetuity. This Policy shall only be terminated with the written consent of both the Parties except as otherwise mentioned herein in this Policy.
The Parties agree and acknowledge that during the term of this Policy, the Parties shall have access to the other party's confidential information.
The Parties shall refrain from disclosing the aforementioned confidential information publicly or to any third party, including and not limited to any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the other Party.
- Intellectual Property Rights
Nothing in this Policy will function to transfer any of either Party's Intellectual Property rights to the other Party.
- Title and Restrictions
The AFFILIATE shall not have any right, title, or interest in the services and cannot directly or indirectly change and/or modify the services.
- Limitation of Liability
Neither Party shall be liable to the other party for any indirect, special, or consequential damages arising out of these guidelines.
In the event of any dispute arising in and out of this Policy between the Parties, it shall be resolved by Arbitration. There shall be 5 arbitrators who shall be appointed by the Company. The venue of Arbitration shall be in the same territory where the AFFILIATE services take place. The Arbitrators' decision shall be final and will be binding on both the Parties.
- Governing Law: The Policy herein shall be governed by and construed with the jurisdiction laws of the state of Mexico.
- Inclination: The Parties must acknowledge that this Policy hereinafter is solely for the benefit of the Parties undersigned.
- Notices: All notices to the Parties, digitally or physically, shall be addressed respectively through a certified mailing address, email, or facsimile.
- Amendments: No modification or waiver of the provisions of this Policy shall be valid or binding on either Party unless in writing and signed by both Parties.
- Force Majeure: Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, nor inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
- Relationship of Parties: It is hereby agreed that the Parties herein are Independent contractors and the relationship between both the Parties shall not constitute a partnership or a joint venture.
- Entirety: This Policy and other annexures, therefore, constitute the entire agreement between the Parties concerning the matter of subject hereof and thus, supersedes all prior policy, agreement, purchases, understandings, and negotiations, written or phonated, between the Parties.
WITHOUT LIMIT FREELANCE
- Acceptance and Signature
In WITNESS WHEREOF, the Parties have duly accepted and executed the terms in this Policy as of the aforementioned date. A written signed copy of this policy can be provided to AFFILIATE, if requested, to be considered as a proper legal agreement between the Parties.