New benefits Marketing Representative Document



I,       , an Independent Sales Representative (“ISR”) for Contractors Wholesale Warehouse, Inc., (“Marketer”) certify that I have reviewed the information contained in this Marketing Representative Acknowledgment (hereinafter referred to as “Acknowledgment”) and fully understand my responsibilities as they relate to marketing the New Benefits Discount Benefit Program (“Program”).


1. ISR expressly acknowledges and agrees it must:

  1. Work within the parameters of the Program as set forth by New Benefits (“NB”) and/or NB’s vendors. ISR will obtain the appropriate training information from NB for each applicable benefit included in the Program (collectively referred to as “Program Benefits). ISR agrees to represent and market the Program accurately and in conformity with NB’s existing practices, procedures, and requirements. Program Benefits shall be provided to primary members, spouses, and legal dependents (“Member(s)”/“Memberships”) who pay fees (“Membership Fees”) calculated on a scheduled basis Program Benefits may not be available in all states.

(B) Representative agrees to only use approved marketing materials and content provided to them by Marketer, and approved by NB, and may not create their own content or deviate from using approved materials. Marketing materials are defined as, but not limited to, flyers, brochures, printed literature, social media posts, videos, websites, or any material or content used in the promotion of the program.

(C) Link any website or social media platform created or used for the purpose of marketing the Program exclusively to the links provided by Marketer and approved by NB in order for benefit descriptions and vendor information to remain up to date.

(D) ISR may not contract with independent sales representatives, affiliates, or third-party marketing entities to market the Program on behalf of ISR.

(E) ISR agrees the Program will be marketed, promoted, offered, and sold at a price determined by Marketer and approved by NB.

(F) Agree not to bundle Program Benefits with any insured, indemnity and/or any other type of reimbursement benefit.

  1. Submit a completed Group Information Form to Marketer for each new group prior to the initial registration date.

(H) Send to Marketer all new Member information electronically or hardcopy in a mutually agreed upon format within ten (10) days of receipt. ISR agrees to use ISR’s best efforts to ensure all data supplied to Marketer for processing is in good condition, correct, complete, and in proper format as set forth by Marketer.

(I) Secure and maintain all licenses, registrations and permits required by any local, state, federal, or governmental authority to market the Program. ISR shall notify NB and Marketer in writing within five (5) business days of receiving notification and/or the commencement of any material action, suit or proceeding, and/or the issuance of any order, writ, injunction award or decree of any court, agency, or other governmental instrumentality in which ISR is involved that materially affects NB, including, but not limited to Cease-and-Desist letters and/or Subpoenas from any regulatory body.

  1. Indemnify, defend and hold NB harmless from any and all loss, claims, demands, damages, suits, liabilities and any costs or expenses, including reasonable attorney’s fees, arising from or in any way connected with (i) the sale or furnishing of services of ISR; (ii) failure to perform ISR’s duties under this Acknowledgment and/or observe all of the terms, covenants and conditions contained herein; (iii) failure to market the Program in conformity with NB’s existing practices, procedures and requirements; or (iv) any misrepresentation on ISR’s part which is false, misleading or containing any material misstatement of fact or omitting any material fact required to be stated to make the statements therein not misleading.

  2. No terms or provisions of this Acknowledgment are intended to create nor shall they be deemed or construed to create any relationship between NB and ISR other than that of independent entities contracting with each other hereunder solely for the purpose of affecting the terms and provisions of this Acknowledgment. The parties hereto are not and shall not be deemed for any purpose to be joint ventures, partners, or agents of each other. ISR agrees to adhere to all contractual obligations, applicable laws, rules, and/or regulations, including, but not limited to, those pertaining to the solicitation and marketing of NB’s products and services. ISR is not authorized to represent NB for any purpose, except as specifically provided in this Acknowledgment, without the prior written consent of NB. Further, ISR is not authorized to make, alter, or discharge contracts, extend the time or method of payment, or waive or retain any money due NB unless previously agreed to in writing by NB.

  3. This Acknowledgment may be terminated at any time as follows:

  1. Automatically, without notice, by NB in the event the ISR’s Agreement with Marketer is terminated by either Marketer or ISR for any reason. Existing business may continue to be serviced as long as Membership Fees are paid to NB when due.

  2. Without cause by either party upon thirty (30) days written notice to the other party. In the event this Acknowledgment is terminated by NB without cause, existing business may continue to be serviced as long as Membership Fees are paid to NB when due. Renewals will continue to be serviced if mutually agreed upon in writing by both parties.

  3. With cause by NB upon five (5) days notice in the event of any default or breach by ISR of the terms of this Acknowledgment. In the event of breach by ISR of any covenants of this Acknowledgment or any of the terms hereof, ISR shall forfeit all rights to any compensation that might otherwise be due hereunder.

  1. Neither this Acknowledgment nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole or in part by ISR, without the prior written consent of NB. Subject to this Section, this Acknowledgment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns.

  2. This Acknowledgment contains the entire and only agreement between the parties hereto and supersedes other prior agreements between the parties whether written or oral. Except as otherwise provided in this Acknowledgment, no provision of this Acknowledgment may be amended, modified, or waived except by a written agreement signed by both parties. Changes related to vendors, Program Benefits or pricing are subject to the notice requirements set forth herein and do not require a written agreement signed by both parties. This Acknowledgment may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. A copy of this Acknowledgment containing signatures, including electronic signatures, of all parties hereto shall constitute an original document for all purposes. 

 

2. Further, ISR acknowledges and agrees:

  1. The Program cannot be sold as a multiple year Membership.

  2. Telemarketing, is prohibited.

  3. Illegal marketing of the Program, including but not limited to unlawful telemarketing practices and unsolicited fax transmittal activities as defined in the Telephone Consumer Protection Act (“TCPA”) under 47 U.S.C. section 227 as well as unsolicited bulk electronic mail as defined in the CAN-SPAM Act of 2003, is strictly prohibited.

  4. NB does not practice medicine or any other profession. Further, NB does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in the Program.

  5. NB is not responsible for the care and treatment of Members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being solely the responsibility of the participating professionals from the respective network in which they are associated.

  6. Each Member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time by NB, for services received by such Member. NB is not responsible or accountable for providing funds to pay for such services.





UNLESS OTHERWISE SPECIFIED HEREIN, THIS ACKNOWLEDGMENT SHALL BE EFFECTIVE UPON THE DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NEW BENEFITS, LTD.


ISR certifies that it fully understands NB’s practices, procedures and requirements as set forth herein and will explain fully all of the provisions to ISR’s company or affiliated marketing representatives. ISR understands any misrepresentation brought to the attention of NB will result in the immediate termination of ISR’s authority to market the Program as well as the deactivation of each membership ISR has sold.



ISR Printed Name:      

Address:      

Phone:      

City, State, Zip:      

Email:      

Signature:

Date:



I, Kevin Grimes, certify I have provided the attached information to the above ISR and I have received signed confirmation from the ISR indicating they understand NB’s practices, procedures and requirements as set forth herein. In the event it is established the above named ISR has misrepresented the Program, I will, at the request of NB, immediately terminate the ISR’s authority to market the Program.


Marketer Printed Name: Contractors Wholesale Warehouse, Inc. (Signatory: Kevin Grimes, Vice President and General Counsel)

Address: 1095 East Shaw Avenue

Phone: 559.321.7513

City, Zip: Fresno, CA 93726

Email: compliance@benivita.com

Signature:

Date:


NB Acknowledgment:




Joel Ray, CEO

Date