Independent Representative Agreemeny4a

Independent Representative (Rep) AGREEMENT
CityNation Publishing Company

This Agreement contains the complete terms and conditions that apply to you (currently called Representative, Rep, Sales Team Manager, Social Media Manager, or other as may be assigned) when you initially download CityNation documents or separately agree, and you hereby agree to become an Independent Representative (Rep) (collectively called Rep or you) for CityNation Publishing Company (called CityNation) and to conform to the terms in this document.

1. Payments and Commissions to Rep - for CityNation-Advertising and the BUZZ Marketing System and associates’ products and services provided by CityNation shall be governed as follows:

All payments shall be made as Commissions and furnished to Rep via PayPal.com or other electronic methods to your email address that you specify.

You will be paid by commissions weekly. Commission payments are calculated from Wednesday of one week to Thursday of the next week and paid on the next day Friday of each week based on the payments received by CityNation from the customers during the weekly period.

Your Commission Schedule and rates are subject to change by CityNation at any time and are described in a separate document.

The commission you receive depends upon the sales of CityNation's BUZZ Marketing System, CityNation-Advertising and associates products and services to the Customers. Your commission rates per sale are specified in the above Commission Schedule. The commissions are your sole source of income from CityNation.

Commissions are earned from the payments received from the customer to CityNation and are paid to you within 7 days of receipt by CityNation.

Commissions are earned through the date of expiration or cancellation of this agreement and will remain payable only if the qualifying sales are not cancelled or refunded. Payment of the final Commission payment to the Rep may be withheld for a reasonable time in order to ensure that the correct amount is paid.

CityNation is not responsible for technical problems, acts by third parties, or other events outside CityNation's reasonable control which may disrupt or diminish payments.

If a qualifying sale is canceled or refunded, the related commission will be deducted from the next weekly payments.

2. Miscellaneous.

All Rep applications are subject to approval by CityNation.

CityNation reserves all rights to its trademarks and service marks but may be used by Rep in accordance with this agreement. The CityNation trademarks may not be used to register internet domain names or websites for any purpose. Rep may in no way display a CityNation logo, image, or trademark which is not previously approved by CityNation.

Rep shall not misrepresent CityNation products or services. Rep agrees to not send unsolicited mail or SPAM mail to promote any of CityNation products or services. This action WILL RESULT in immediate termination of Rep's account and the cancellation of any pending commissions.

3. If the Rep obtains leads or otherwise obtain advance information from individuals or potential customers regarding their interest in joining CityNation or obtain any products or services from CityNation, the Rep is required and shall pass on all such information from customers to CityNation and the Rep agrees not to pass on to any third party such information. The Rep further agrees to conform to the Proprietary Rights in this Agreement.

4. Responsibilities - CityNation will provide various marketing and advertising material to be used by the Rep. The Rep may create and use his/her own developed material but only if previously approved by CityNation. The Rep shall provide a Weekly Status Report to CityNation via email.

5. Prohibited Advertising - The following are prohibited: Advertisements and sites that promote sexually explicit material or violence, promote discrimination based on race, sex, religion, national origin, and physical disability, and promote illegal activities.

6. Term and Termination - This agreement remains in effect until cancelled by either party but not longer them 2 years after the effective date of this Agreement (and may be renewed in writing by CityNation), except for paragraphs 10 and 11. Both CityNation and the Rep reserve the right to terminate this agreement at any time, except for paragraphs 10 and 11. If this Agreement is canceled, outstanding commissions for current period at time of cancellation shall be paid to the Rep in the next weekly payment so long as the requirements of this agreement were not violated by the Rep.

7. Limitation of Damages - CityNation shall not be held liability for any direct, indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or Program, even if CityNation has been advised of the possibility of such damages. CityNation's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by CityNation as required by this Agreement.

8. Warranty Disclaimer - CityNation makes no warranties expressed or implied with regard to any parts of the products and services except as outlined in this Agreement.

9. Independent Contractor - CityNation and Rep shall each conduct their respective business affairs at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein. Term "Rep" shall not be interpreted as a legal employee, partner or affiliate. The Rep shall operate as an independent contractor and is not an employee of CityNation. Any debts incurred or obligations required by the Rep are not the responsibility of nor shall be paid by CityNation or any of its affiliates, members or personnel. The Rep hereby indemnifies CityNation and each of its affiliates, members and personnel against all such occurrences and liabilities. The Rep is responsible for payment of his/her own taxes and business expenses. There is no royalty fee and this is not a franchise agreement. The Rep specifically acknowledges that any training and/or marketing materials provided herein does not constitute an absolute marketing plan. The Rep’s use of the logo or name of CityNation does not constitute any agreement other than to use the letters and graphics of CityNation. The Rep acknowledges that CityNation has not represented or guaranteed the Rep any minimum or maximum earnings of income other than as stated herein. The Rep shall derive all of his/her compensation for the effort covered by this Agreement and from commissions from his/her sales of products and services covered by this Agreement.

10. Proprietary Rights - The Rep understands that the CityNation developed marketing materials, training, and business methods and techniques and services are copyrighted and/or proprietary to CityNation and the Rep agrees not to divulge or use this information or documents outside the scope of business covered by this Agreement during the term of this Agreement and for a period of 3 years thereafter. It is recognized that various proprietary sales material, instructions, publication procedures, and business methods have been and will be developed by CityNation and its authorized representatives from time to time. It is, therefore, agreed that the Rep shall utilize such material, conform to such standards and implement such requirements, whether provided orally or in writing, upon issuance by CityNation. All CityNation furnished material and sales instructions are proprietary to and shall be the property of CityNation and shall not be disclosed, transferred, used, copied, or distributed to others not authorized by CityNation. Any Rep developed material used for advertising or sales shall be first approved by CityNation. This applies to all of CityNation products and services, including the BUZZ Marketing System, CityNation-Advertising, Premium Yellow Pages, Business Articles, business consulting, Unlimited Advertising & Marketing, CityNation News, Dealers, FunFacts News, and all similar items created during the term of this Agreement.

11. Non-solicitation. Rep agrees not to solicit, divert, take away, or transfer CityNation's clients or customers, for his or her own benefit or for the benefit of a competitor, or third party during the term of this Agreement, including paragraph 10.

12. The Rep agrees to utilize only the sales and marketing material, methods, techniques, and procedures provided by CityNation or previously approved by CityNation.

13. Abandonment (Not Active) - In event Rep abandons, stops, cancels, or no longer continues operating the services of this Agreement for a period of 90 days or longer for any reason (Not Active), the Rep's rights and services covered by this Agreement shall, with or without notice shall automatically be cancelled and transferred to CityNation, except for paragraph 10. Such Abandonment shall mean that the Rep has not been actively involved in operating and managing the services under this Agreement, shall mean that the Rep has not fulfilled the requirements of this Agreement (Not Active).

14. This is the entire agreement between both parties and shall remain in force during such time the Rep remains Active. In event the Rep becomes at any time Not Active as described herein, this Agreement is thereupon automatically and immediately cancelled, except that the requirements of paragraphs 10 and 11 shall remain in force for 3 years after cancellation of this Agreement. Also, this Agreement is automatically and immediately cancelled, except paragraphs 10 and 11 as noted, in event the Rep does not conform to any or all provisions, in which case the provision of Not Active shall immediately apply. This is the entire Agreement between the parties. This Agreement shall be interpreted by the laws of California.

15. The Agreement shall be considered as signed by the Representative upon the first acceptance of training or receiving other instructional material furnished by CityNation or its authorized representative, or by the Representative agreeing to this Agreement via email sent to CityNation.

Independent Representative4a.pdf 10Jan19