NON-EXCLUSIVE COMMERCIAL COMMISSION CONTRACT, CONCLUDED BY THE CIVIL SOCIETY CALLED “GS SOLUCIONES EN SISTEMAS DE GESTIÓN, S.C.” (HEREINAFTER “GS SOLUTIONS”), AND ON THE OTHER HAND, THE NATURAL OR LEGAL PERSON WHO EXPRESSLY ACCEPTS THE TERMS AND CONDITIONS OF THIS INSTRUMENT THROUGH THE “ACCEPT” OPTION CONTAINED IN THE WEB PAGE, WHICH IS INDICATED BELOW (HEREINAFTER “THE AFFILIATE”), ACCORDING TO THE FOLLOWING DEFINITIONS AND CLAUSES:
D E F I N I T I O N S
1.- Affiliate’s Link: Refers to a unique internet link that the Affiliate provides to his prospects so that they can register as users of the Software.
2.- Trademark: It refers to the trademark “QUALITYWEB 360” and design, which is registered at the Mexican Institute of Industrial Property (IMPI) under number 1625305, and is in the process of being registered in different strategic countries.
3.- Website: refers to the internet address www.qualityweb360.com/
4.- Affiliate: Refers to the commission agent whose full name, denomination or company name is captured by the applicant or candidate through the website at the moment of clicking on the option “accept the terms and conditions of the contract. When we speak of “affiliates” in the plural, we are referring to other commission agents with the same or similar schemes as the “Affiliate”.
5.- Affiliate Portal: Web page where the Affiliate can access his Affiliate Link and follow up on the clicks that prospects make, as well as the commissions produced.
6.- Prospect(s): It refers to the candidates to users who make the process to register and pay the corresponding license, or people interested in acquiring the use of the Software by license that are referred to GS SOLUTIONS by the Affiliate.
7.- Software: Refers to the computer program called “QUALITYWEB 360”, which is a digital tool used by users to facilitate compliance with the requirements of ISO International Standards, which is registered in Mexico with the National Copyright Institute under number 03-2019-092712512700-01 (zero, three, two, zero, one, nine, zero, nine, two, seven, one, two, five, one, two, seven, zero, zero, one) and protected worldwide under the provisions of the Berne Convention for the Protection of Literary and Artistic Works.
8.- User: This refers to the user of the software who acquires one or more use licenses through the Web Page.
C L A U S E S
FIRST. OBJECT. The Affiliate is obliged to carry out in favor of GS SOLUTIONS brokerage efforts in order to put it in direct contact with prospects so that GS SOLUTIONS closes the sale of licenses for the use of Software, without the Affiliate participating in the sale or guaranteeing any result.
SECOND. CONSIDERATION. GS SOLUTIONS is obligated to pay Affiliate a one-time fee of 30% (thirty percent) for each annual license to use the Software acquired by the users referred by Affiliate, or a fee for the same percentage of each monthly payment for up to a maximum of 12 (twelve) displays in the case of licenses payable on a deferred basis. That is, the amount of the commissions will be accumulated according to the number of licenses purchased by the users referred by the Affiliate who click on the Affiliate’s Link.
THIRD. MARKETING. The Affiliate will not intervene directly in the process of selling the user licenses for the Software, but will only refer prospects to GS SOLUTIONS for it to perform all the management and closing of sales. Therefore, in order to generate the corresponding commission in favor of the Affiliate, the prospect must click on the Affiliate’s link and make payment through the mechanisms indicated therein or make an electronic transfer of funds to GS SOLUTIONS to the bank details provided by the Affiliate. Once the payment of the requested license has been made, GS SOLUTIONS will issue the corresponding electronic invoice directly to the user.
FOURTH. USER REGISTRATION. In order for the commission to be accrued in favor of the Affiliate, the Prospect must first follow the following procedure to register as a User, which the Affiliate may do at any time:
- GS SOLUTIONS will provide the Affiliate with a Affiliate Link or the Affiliate can copy it directly from the Affiliate Portal;
- The affiliate can place his affiliate link on his own website or he can provide it to his prospects via email or social networks;
- The prospect clicks on the Affiliate Link and registers as a user of the Software, at which time he registers in the Affiliate Portal that the prospect registered via his Affiliate Link;
- The prospect becomes a formal user when he pays for a plan through the Website, at which time he registers in your Affiliate Portal that the user has already paid and the commission generated is displayed.
FIFTH. PAYMENTS. GS SOLUCIONES will make the last working days of each calendar month the cut of unique or monthly commissions generated by the Affiliate, obliging GS SOLUCIONES to pay the corresponding commissions within the first 5 (five) working days of the following calendar month, obliging on the other hand the Affiliate to issue the corresponding invoice. Likewise, GS SOLUTIONS may subject the payment of commissions to the issuance of the corresponding invoice or receipt of fees by the Affiliate. GS SOLUTIONS will not be responsible for any bank charges or commissions charged to the Affiliate by his receiving financial institution.
FIFTH BIS. COMMISSION POLICIES. The parties shall be subject to the following policies regarding fees:
- Any commission will be subject to the payment of user licenses by the users;
- GS SOLUTIONS will not be liable to the Affiliate for non-payment of commissions resulting from early cancellations by users of the Software;
- There will only be two types of commissions, the only ones, which correspond to the annual licenses paid in full by the users, and the deferred commissions, for licenses payable in 12 (twelve) months;
- The commissions will be paid via electronic transfer of funds or “Paypal”, the Affiliate absorbing any collection that the receipt of such amounts generates;
- The Affiliate will absorb and pay all applicable taxes, GS SOLUTIONS may make the legally applicable tax withholdings;
- In case of early termination of this contract, the Affiliate will be paid any single commission earned and not covered, as well as the deferred commissions pending until completing 12 (twelve) exhibitions, provided that there are no early cancellations by users;
SIXTH. DURATION. The term of the contract shall be 1 (one) year, automatically renewable for periods of equal duration in case none of the parties expresses in writing the desire to terminate it by giving notice to the counterpart within 30 (thirty) calendar days prior to the conclusion of the term herein indicated, GS SOLUCIONES is obliged to pay the Affiliate any commission generated before the termination takes effect according to the times indicated in clauses Five and Five Bis, paragraph f). Once the termination takes effect, the Affiliate’s Link will be cancelled.
SEVENTH. EARLY TERMINATION. The following will be causes for early termination, without any responsibility for the parties:
- For not generating any commission for 3 (three) consecutive full months, or new commissions for 4 (four) non-consecutive full months within a period of 1 (one) year;
- For failing to comply with the policies set forth in this agreement and its annexes;
- For delegating the Affiliate’s brokerage efforts or not performing a mediation directly or personally.
In the event that the Affiliate is in any of the cases mentioned above, GS SOLUTIONS may terminate this contract in advance, giving written notice to the Affiliate and the termination will take effect automatically, thus canceling at that time the Affiliate Link.
EIGHTH. TERMINATION. Any breach not indicated in Clause Seven shall give rise to the termination of this contract, and the party at fault shall compensate the other party for any damages caused, unless a conventional penalty has been expressly stipulated. The culpable breach by the Affiliate will entitle GS SOLUTIONS to cancel his Affiliate Link immediately.
EIGHTH BIS. REPRESENTATION. The parties agree that the Affiliate will always act on his own behalf without any representation; therefore, the Affiliate may not bind GS SOLUTIONS before third parties or act as an employee, attorney or representative of GS SOLUTIONS, under penalty of being personally bound before third parties in case of breach, with the consequent compensation of damages caused to GS SOLUTIONS.
EIGHTH THIRD. NON EXCLUSIVITY. There will be no exclusivity between the parties, so GS SOLUTIONS may hire other mediators, commission agents or distributors for the marketing of the Software, and the Affiliate may market or promote on his own all types of computer programs, products and services.
NINTH. EMPLOYMENT RELATIONSHIP. GS SOLUTIONS and the Affiliate agree that there is no employment relationship between the parties by virtue of the fact that there are no elements of subordination or economic dependence, since the Affiliate acts independently, has his own sources of income, has no schedule, does not receive orders from GS SOLUTIONS, and is not assigned sales routes.
TENTH. CONFIDENTIALITY. The parties agree that all information provided by GS SOLUTIONS to the Affiliate related to this contract will be confidential for all legal purposes, mentioned in a non-limitative manner the following: data from prospects, users and other affiliates, partners and distributors; source codes, sales routes, operating manuals, annexes to this contract, costs, figures or percentages of commissions, value tables, financial data, technical information on compliance with ISO international standards, business schemes, expansion plans and training techniques. Therefore, the Affiliate is obliged to maintain in absolute secrecy such information and not to disclose, reproduce, transmit, retransmit, publish, share or make it known to third parties by any means. Therefore, the Affiliate agrees to take all necessary measures to preserve the confidentiality of such information and to enter into confidentiality agreements with his own personnel who must necessarily be aware of it, the Affiliate being responsible at all times for any misuse of such information.
ELEVENTH. NO COMPETITION. The parties agree that users referred by the Affiliate, as well as all users in general, will at all times be customers of GS SOLUTIONS for purposes of the Software only; Therefore, in order to prevent unfair competition, the Affiliate agrees during the entire term of his contractual relationship with GS SOLUTIONS and 5 (five) years after its termination, not to market, sell, license or sub-license to users, directly or through third parties, any type of computer program related to compliance with official ISO standards of any kind. In the event that the user is no longer a customer of GS SOLUTIONS, the prohibition herein agreed upon shall survive for 1 (one) more year from the termination of the contractual relationship between the user and GS SOLUTIONS. Therefore, the prohibition herein agreed upon will not apply to other computer programs that do not compete with the Software, nor to provide users with advice, assistance or training.
Therefore, in case of breach of the obligation not to do so here agreed, the Affiliate will be entitled to a conventional penalty of $10,000 (ten thousand dollars 00/100, legal currency in the United States of America) for each user with whom the Affiliate tries or enters into commercial relations in contravention of what has been agreed here.
TWELFTH. USE OF THE TRADEMARK. GS SOLUTIONS grants the Affiliate a revocable, non-transferable, non-exclusive and temporary license to use the Trademark solely and exclusively on his business cards, uniforms, stationery, social networks and web page in accordance with the guidelines in Brand Use Manual, which will form an integral part of this contract. Therefore, the Affiliate may not carry out any type of mass advertising using the Trademark, as well as sub-license it or give it a different use than that indicated here without the prior written authorization of GS SOLUTIONS.
The Affiliate is obliged to provide GS SOLUTIONS with reports regarding the use of the Trademark within 48 (forty-eight) hours after being requested to do so in writing, and the Affiliate must accompany these reports with images or audiovisuals of the use it is making of the Trademark, as well as detailing the circumstances of each specific case.
Therefore, the Affiliate agrees at all times to use the Trademark solely for the purposes of this contract and to accompany it with the legend “Independent Sales Advisor”, “Independent Sales Agent”, “Independent Technician”, “Independent Consultant”, “Commercial Intermediary” or any similar.
The license to use the Trademark granted herein shall be automatically revoked and without effect upon the termination of this agreement; therefore, the Affiliate agrees to immediately stop using the Trademark, erase any digital trace of the Trademark and destroy any material or printed material bearing the Trademark.
TWELFTH BIS. INTELLECTUAL PROPERTY. The Affiliate expressly acknowledges that GS SOLUTIONS is the sole owner of the Trademark and exclusive licensee of the Software, and that such Intellectual Property rights are duly protected under Mexican law, foreign law and international treaties. Therefore, the Affiliate agrees not to register for itself or third parties the Trademark in any class in any country, as well as the source code of the software, refraining from disposing, licensing, sub licensing, assigning or exploiting such computer program, mentioning but not limited to: the authorization of its use to third parties, the performance of any reverse engineering to it, create works derived from the Software or use the Software for any purpose outside the scope of this contract. The prohibitions set forth herein shall apply worldwide.
THIRTEENTH. EXCLUSION OF RIGHTS. The lack of timely termination or cancellation, as appropriate, by GS SOLUTIONS, does not preclude its right to exercise it at any time while the Affiliate is still in default.
FOURTEENTH. FINAL CONTRACT. The parties agree that this contract supersedes any other oral or written agreement previously entered into by the parties.
FIFTEENTH. ASSIGNMENT OF RIGHTS. The parties may not assign their rights or obligations under this contract to third parties without the prior written consent of the other party, except for the litigious rights of GS SOLUTIONS, which may be assigned to third parties at any time by simply giving written notice to the Affiliate.
SIXTEENTH. PARTIAL NULLITY. In the event that any judicial authority decrees the nullity of any of the clauses of this contract, the rest of it will continue to have full legal effect.
SEVENTEENTH. AGREEMENT OF WILLS. The Affiliate may freely consult the text of this agreement on the Website before concluding it. Therefore, subject to the acceptance of GS SOLUTIONS, there will be an agreement of wills under this instrument at the time the Affiliate enters the requested identification information in the corresponding cells of the Web Page (example: full name, name or company name of the applicant, and if applicable, full name of the representative; e-mail and address) and also “click” on the option to “accept” (the terms and conditions of this agreement). Therefore, such acceptance by digital means will act as an electronic signature for all legal purposes. GS SOLUCIONES reserves the right to request scanned copies of official identification, minutes or constituent policies, apostilled or legalized documents, powers of attorney or appointments, proof of address, CURP and/or tax identification cards, among others, for the purpose of verifying the identity of The Affiliate and accepting or not the conclusion of this contract.
EIGHTEENTH PERSONALITY. The parties declare under protest that they have sufficient legal capacity to bind themselves under the present contract, and if applicable, personality to bind their represented parties, stating The Affiliate under protest that the data it captured on the Web Page to give his express acceptance to the terms and conditions of the present contract and identify itself, are true.
NINETEENTH. ADDRESSES. The parties indicate the following addresses and e-mails to exchange information, hear and receive all kinds of summonses and notifications, in the understanding that the party that changes his address or e-mail address is obliged to give notice to the counterpart within the following 10 (ten) working days to the occurrence of such change, under penalty of considering the communications made to the addresses or e-mails indicated herein as effectively made:
GS SOLUTIONS: Caldeos No. 368, Col. Altamira, Zapopan, Jalisco, Mexico C.P. 45160. E-mail: firstname.lastname@example.org
THE AFFILIATE: address and e-mail address captured on the Website in accordance with Clause Seventeen.
TWENTY. JURISDICTION. For the interpretation and performance of this contract, and in the absence of express provision, the parties agree to submit to the jurisdiction and applicable laws of the courts of the city of Guadalajara, Jalisco, Mexico or of the domicile of the Affiliate, choice of the plaintiff, renouncing any other jurisdiction that may correspond to them by reason of their present or future domiciles.
TWENTY-FIRST. ELECTRONIC MEDIA. The parties agree that any exchange of information, communication or attachment sent to or between the e-mail addresses indicated in Clause Nineteen, shall be deemed to be in writing for all legal purposes.
TWENTY-SECOND. HEADINGS. The headings at the beginning of each clause are for mere reference, and cannot be used for the interpretation of this contract.
TWENTY-THIRD. SURVIVAL. The obligations contained in clauses Ten, Eleven and Twelve Bis shall survive the termination of this contract.
Having read this contract in all its parts and being aware of its scope, the parties sign it by electronic means in 08 (eight) useful pages and the annexes in Guadalajara, Jalisco, Mexico on the date captured in accordance with the acceptance indicated in Clause Seventeen.