Administrator Affiliate Agreement Terms and Conditions

THIS AFFILIATE AGREEMENT TERMS and CONDITIONS is made between Sharetown, Inc. (ST) and the party referenced in the fully executed version of the terms and conditions, which references this Administrator Affiliate Agreement Terms and Conditions (The Executed Agreement), as the Administrator (Admin).

1.   ST is a developer of web and related software platforms and applications which provide services for peer to peer commerce and the sharing of goods and services. Admin is the  administrator of a Facebook group or other similar group (Group) which provides its group members peer to peer interaction for the selling/buying/sharing of goods and services. 

2.   ST and Admin agree that working together they can provide a better user experience for the Admin’s Group members and that there are potential mutual benefits for ST and the Admin in such a relationship. 

3.   ST will create a group or provide a method for the Admin to create a group (the ST User Group) on the ST Web Platform and designate the Admin as the administrator of this ST User Group. This ST User Group shall be named by the Admin or as mutually agreed to by the parties, will provide ST's enhanced peer to peer commerce services to the ST User Group users and will be the location to where ST and the Admin will strive to move, recruit and/or sign-up users. 

4.   Admin will introduce and promote the ST User Group to the Admin’s current Group  members. ST, based on its experience, will provide guidance and suggestions to the Admin on how this introduction and recruitment might be best served. Both parties will work together in a mutually agreeable and supportive manner to recruit existing Facebook group members and any other potential users to be users in the ST User Group. 

5.   Recruitment Fee. For any New Users who sign-up in the ST User Group (from the Admin's existing Group or from any other recruitment source and efforts), during the first 60 days after the Start Date of The Executed Agreement (Sign-up Period), ST will pay the Admin the amount reflected in The Executed Agreement.   A New User is defined as any real person who joins the ST User Group after the Start Date of The Executed Agreement who has never been a member or user of the ST User Group or been a member or user of any other ST user group previous to The Executed Agreement.  Total New User count, numbers, and/or reporting will be determined solely by ST from ST's internal reporting.  

6.  Admin Affiliate Revenue Share.  The ST Safe Payment service, available for use by users in the ST User Group, may generate revenue for ST. ST will pay a percentage of these revenues to the Admin (the Admin Affiliate Share) if this Admin Affiliate Share is referenced in The Executed Agreement. Beginning at the end of the Sign-Up Period and from that date forward, until or unless The Executed Agreement and these terms and conditions are terminated by either party, ST agrees to pay Admin the percentage reflected in The Executed Agreement of all Net Revenue generated by the use of the Safe Payment service within the ST User Group. Net Revenue is defined as total fees generated from use of the Safe Payment service in the ST User Group less any direct costs (which may include, but are not limited to credit card service fees paid by ST, any fees due the seller/buyer involved in the transaction and/or overhead expenses of ST to operate the Safe Payment service in the ST User Group). 

7.  Admin Payment Schedule.  

• Recruitment Fee:  During the Sign-up Period, ST will make monthly payments to Admin in immediately available funds in U.S. Dollars for Recruitment Fee's as agreed upon in The Executed Agreement.  By the 15th day of each month during the Term, ST will provide the Admin with a report detailing the total New Users added to the ST User Group during the previous month.  ST will remit all undisputed Recruitment Fee's to Admin within 15 days following the Admin's receipt of the report for the prior month.

• Admin Affiliate Revenue Share:  Beginning at the end of the Sign-up Period and for the remainder of the Term, ST will make monthly payments to Admin in immediately available funds in U.S. Dollars for Admin Affiliate Revenue Share as agreed upon in The Executed Agreement.  By the 15th day of each month of the Term, ST will provide the Admin with a reasonably detailed report, which will include all relevant transaction and revenue data that is necessary for the Admin to view any Admin Affiliate Revenue Shares due for the prior month.  ST will remit all undisputed Admin Affiliate Revenue Share payments to Admin within 45 days following the Admin's receipt of the report for the prior month.
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• Minimum Payment Amount and Method of Payment:  The minimum balance of fees due required for Admins to receive Recruitment Fees and/or Admin Affiliate Revenue Share payments is $100.  Any amount due less than this amount will remain in the Admins balance and will continue to roll into the next months balance due until the minimum balance for payment is met and payment is sent.  Methods of payment to Admins from ST include:  Paypal, Mailed Check

8.  Since it is to the mutual advantage of both parties to grow the ST User Group user base (with new users recruited from Admin's existing Group as well as new users from other sources), ST and the Admin agree to work together, in a mutually agreed upon and professional manner, to promote the recruitment of  users into the ST User Group both now and in the future. Each party agrees to work diligently and with its best efforts to promote and manage the ST User Group in a manner mutually beneficial to each other and to the benefit of the users of the ST User Group. ST and the Admin agree to work together, watching out for the interests of each other, using high standards of both business and ethical conduct to create a relationship that is mutually beneficial and profitable for both parties.

9.   Admin agrees to work on an exclusive basis with ST to promote the ST User Group to the Admin’s Group members or to any other potential users for the ST User Group or similar services.  By “exclusive basis” in the aforementioned sentence, it is meant that the Admin will not engage any third party to provide a Web Platform to Admin’s Group members that are the same as or similar to the ST User Group or Platform that are being provided by ST to the Admin.

10.   The Executed Agreement and these terms and conditions shall be effective on the start date of The Executed Agreement and continue from that date forward, unless terminated by either party (the "Term"). The Executed Agreement and/or these terms and conditions may be terminated by ST should ST find that the Admin is not in compliance with any provisions of this agreement. This agreement may be terminated by the Admin at any time upon 90 days written notice given to ST., Notwithstanding the foregoing, ST will own and control the ST User Group and all rights, privileges and data related to the ST User Group. 

11. The prevailing party in any action to enforce The Executed Agreement and these terms and conditions shall be entitled to recover any and all fees in enforcement, including reasonable attorneys fees. Both parties agree to    engage in mandatory arbitration before taking any legal actions.

12.  The Executed Agreement and these terms and conditions and relations between both parties shall be governed in accordance with the law and jurisdiction of State of Utah.