iHUB VANTAGE LLC AFFILIATE PROGRAM
TERMS OF SERVICE & AFFILIATE PARTICIPATION AGREEMENT
1. Authorization and Contract
2. Description and Purpose of iHub Vantage Affiliate Program
iHub Vantage LLC and its affiliate, iHub Global LLC (collectively referred to herein as “iHub Vantage” or the “Company”), have entered into a strategic partnership agreement with Smith Delliquadri & Co. dba Oaceus Insurance Services, a Nevada company (“Oaceus”), and its various affiliated companies (collectively referred to herein as “Oaceus”), under which iHub Vantage has agreed to create, in consultation with Oaceus, a network affiliate and enterprise referral program (the “iHub Vantage Affiliate Program”). The purpose of the iHub Vantage Affiliate Program is to provide a frictionless web-based referral funnel and platform that will provide participants who have agreed to this Agreement and become an independent iHub Vantage Affiliate to identify and to refer and introduce to Oaceus those businesses (each a “Business Customer”) with 50 or more W-2 employees (“Employees”) and executives (“Executives”) who might be interested in obtaining one or more of the existing or future unique and cost-effective wellness or other plans offered by Oaceus thereby generating referral fees and commissions for iHub Vantage and for the iHub Vantage Affiliate.
Oaceus has developed and provides, and is in the process of developing and offering, for Business Customers competitively-priced and tax-advantaged self-insured medical reimbursement plans (“SIMRP”), group health plans, Section 162 executive bonus plans, worker’s compensation insurance, prescription drug plans, wellness plans, participatory wellness plans, workers worksite benefit plans benefit administration system and other unique and cost-effective plans (collectively, the “Oaceus Products”).
As part of the strategic partnership, iHub Vantage will manage all aspects of the iHub Vantage Affiliate Program. iHub Vantage has prepared, and will continually refine, with the assistance and approval of Oaceus, appropriate training, marketing and sales modules and materials pertaining to the Oaceus 360 Wellness Plan and other existing and future Oaceus Products. To receive payment of commissions from the referral of certain of the Oaceus Products, the iHub Vantage Affiliate may need to obtain a state health and/or life insurance sales license. For products where a license shall not be required, the affiliate may not represent themselves as an insurance agent, salesperson or any sort of authority. In these cases, the affiliate may simply refer a client to the Oaceus insurance specialists and, as recompense for this effort, the affiliate shall be entitled to referral fees based on the revenue received from technology software and service fees. The affiliate will not be paid from the insurance premiums generated by the sale of these Oaceus Products.
Oaceus is responsible for the provision of the enrollment services, including the management of the closing process, document collection, payroll installation, remittance monitoring and rollout of insurance and tax-related software and benefits pertaining to the Oaceus 360 Wellness Plan and the other existing and future Oaceus Products furnished to referred Business Customers and their enrolled Employees and Executives by Oaceus.
As part of the iHub Vantage Affiliate Program, Oaceus and iHub Vantage will provide iHub Vantage Affiliates with access to a proprietary software and web-based referral platform (referred to herein as the “Vantage Benefits Platform”) to accomplish the cost-efficient referral of Business Customers to Oaceus and the tracking of enrolled referred Business Customers and their employees, the insurance premium billing and payments and the commissions generated from the Oaceus 360 Wellness Plan or other existing or future Oaceus Products for each of the iHub Vantage Affiliate Programs.
3. Acknowledgement of Risk
Anyone participating in the iHub Vantage Program as an independent iHub Vantage Affiliate hereby acknowledges that there is no guarantee that any of the referrals or business leads will result in the sale or enrollment in an Oaceus Product. Similarly, there is no guarantee that any referred Business Customer will purchase an Oaceus Product or that the Business Customer’s Employees or Executives will enroll in the plan resulting in referral fees or commissions. Accordingly, iHub Vantage does not represent or provide any assurance or guarantee that an iHub Vantage Affiliate participating in the iHub Vantage Affiliate Program will be successful and generate any referral fees or any other income or result.
Individuals and entities participating in this program operate at their own risk, understanding that there is a potential for positive results but also the potential that the participant will incur or suffer a net financial loss. Given the contingent nature of this opportunity and the many uncertainties and factors outside of the control of Oaceus and iHub Vantage and their respective affiliates, the opportunity presents significant risks that a participant will not receive significant or any referral fees or commissions from the participant’s efforts or participation in the iHub Vantage Affiliate Program. In addition, participants in the iHub Vantage Affiliate Program should be aware that there is a significant period of time between making even a successful business referral and the actual receipt of earned referral fees or commissions by iHub Vantage generated from the referred Business Customers and their enrolled Employees and/or Executives and the payment of an iHub Vantage Affiliate’s share of such referral fee or commission. Therefore, any participants that desire or require regular and current compensation should not participate in the iHub Vantage Affiliate Program.
4. Strict Adherence to Process for Submission of Referred Businesses
iHub Vantage has established the Vantage Benefits Platform for all of iHub’s Vantage Affiliates to follow to refer potentially eligible Business Customers to Oaceus under the iHub Vantage Affiliate Program. This process includes, among other things, completing iHub Vantage’s business referral form which form is transmitted electronically to Oaceus for scheduling a call between a representative of Oaceus and of the referred business with the goal of determining whether the business is interested in obtaining one or more of Oaceus’s Products and providing information on the benefits to the referred Business Customer and its Employees and Executives of the Oaceus Products. Adherence to this referral submission process allows iHub Vantage to track the progress of submitted business leads from the preliminary call between the business owner or senior executive officer and the representative of Oaceus, through the execution of the applicable enrollment and associated documentation by the referred business and its enrolled Employees and Executives, the collection of these documents by Oaceus, the payroll installation, remittance monitoring and collection of applicable premiums generated by the referred Business Customer and its enrolled Employees and Executives, the current and future commissions or referral fees earned or which potentially may be earned by iHub Vantage and the iHub Vantage Affiliate, and finally iHub Vantage’s payment to the iHub Vantage Affiliate of his or her commissions or referral fees generated from the referred Business Customer under the iHub Vantage Affiliate Program.
5. Partial or Complete Loss or Delay in Receipt of Commission for Failure to Comply with Business Referral Process and Obtaining Necessary Licensure
In the event that an iHub Vantage Affiliate fails to comply with the procedure for referring a business customer to Oaceus through the Vantage Benefits Platform or fails to obtain any required life insurance and/or health insurance sales license, the iHub Vantage Affiliate will be responsible for the cost or expense incurred by iHub Vantage from such failure by offsetting against the iHub Vantage Affiliate’s commission for such referred business any added cost or expense incurred by iHub Vantage. In addition, iHub Vantage will not be permitted to pay the iHub Vantage Affiliate its share of the commission or referral fee where a state insurance sales license is required until such time as the iHub Vantage Affiliate obtains such license or registration. It should be emphasized that failure to follow the iHub Vantage submission procedure or other requirements could result in a significant risk of loss of the entire referral fee by iHub Vantage and/or of the affiliate’s commission. At the very least, such actions by the iHub Vantage Affiliate will definitely result in substantial delays in the affiliate’s receipt of its commission or referral fee. iHub Vantage, therefore, urges all affiliates participating in its iHub Vantage Affiliate Program to strictly comply with the lead submission procedures.
6. Consent to Sharing Certain Information on iHub Vantage Affiliate with Oaceus
The iHub Vantage Affiliate hereby consents and authorizes iHub Vantage to share certain of the iHub Vantage Affiliate’s confidential identifying information with Oaceus in connection with carrying out of the iHub Vantage Affiliate Program. Oaceus and iHub Vantage will maintain the confidentiality of all such information.
The term of this Agreement is month to month and will be renewed automatically. The term will begin upon our acceptance of your application and will end when terminated by either the Company or you upon thirty (30) days’ notice.
8. Constructive Criticism and Violation Reporting
iHub Vantage desires to provide its iHub Vantage Affiliates with the best services possible. Accordingly, iHub Vantage values constructive criticism and encourages the submission of written comments addressed to Company leadership at [email protected]. However, negative and disparaging comments about iHub Vantage or any of its affiliates, Oaceus or any of its affiliates, the Oaceus Products or other iHub Vantage Affiliates calculated to dampen the enthusiasm of other iHub Vantage Affiliates, Business Customers or their Employees or Executives or to disparage any of the foregoing, either intentionally or unintentionally, represent a material breach of this Agreement and may be subject to sanctions, up to termination of this Agreement immediately notwithstanding the 30 days’ notice provision above, as deemed appropriate by the iHub Vantage.
iHub Vantage also values its brand, its business, and the success of its iHub Vantage Affiliates. Any iHub Vantage Affiliate who observes or may be aware of another conducting business in a manner that would constitute a violation of this Agreement or any other agreement that one may have with the Company is strongly encouraged to report such violations at: [email protected].
When possible, it is requested that violations being reported include:
(i) Specific facts to support the allegations;
(ii) Specific sections of which policies may have been violated;
(iv) Individuals or entities involved; and
(v) Any other information that the reporting individual deems applicable to the particular event and would be appropriate for the Company to know in order to perform a full investigation of the matter.
During the term of this Agreement, any iHub Vantage Affiliate must not make business referrals or participate in any similar marketing program which is competitive with the iHub Vantage Affiliate Program or market and sale any of the Oaceus Products.
Notwithstanding the foregoing, for those Vantage affiliates who have a pre-existing insurance sales or agency business, nothing in this section shall be deemed to prohibit the affiliate from continuing to offer insurance products in the ordinary course of business and consistent with past practice even if such products may be competitive with those offered by Oaceus or Oaceus Ex.
You agree that during the period while you are an iHub Vantage Affiliate, you will not encourage, solicit, or otherwise attempt to persuade any iHub Vantage Affiliate or any potential eligible Business Customer to enroll in or to market or sell any wellness or other product or service competitive with the Oaceus Products now or hereafter offered by Oaceus or through any referral funnel substantially similar to, or competitive with, the Vantage Benefits Platform.
11. Modification of Terms
Because federal, state, and local laws, as well as the business environment, periodically change, iHub Vantage reserves the right to amend this Agreement, the Compensation Plan for participants in the iHub Vantage Affiliate Program, and any other agreement between iHub Vantage and an iHub Vantage Affiliate in its sole and absolute discretion.
This section does not apply to the Arbitration clause. The Arbitration clause can only be modified by way of mutual consent of both parties.
Notification of amendments shall appear in official iHub Vantage written documentation and in communications with iHub Vantage Affiliates and on iHub Vantage’s website. Any such amendment, change, or modification shall be effective thirty (30) days following one of the following communication methods (unless iHub Vantage determines, in its discretion, that exigent circumstances exist requiring the immediate effectiveness of any such amendment):
(i) Posting on the official iHub Vantage corporate website;
(ii) Electronic mail (e-mail); or
(iii) In writing through other iHub Vantage communication.
It is the responsibility of each iHub Vantage Affiliate to maintain current records of these modifications. It is also the responsibility of each iHub Vantage Affiliate to maintain updated personal contact information and records so that iHub Vantage has the ability to notify the iHub Vantage Affiliate of any changes or to contact an iHub Vantage Affiliate for any other matters regarding their affiliation with iHub Vantage.
In the event of a material breach of this Agreement by the iHub Vantage Affiliate, the Company reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all property rights are forfeited regarding any rewards, referrals or other remuneration derived through your business referrals; provided, however, that any cash or noncash reward points earned by the iHub Vantage Affiliate up to the date of termination shall be paid in accordance with this Agreement and the iHub Vantage Compensation Plan.
Company reserves the right to terminate all iHub Vantage Affiliate Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via Affiliate channels. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
a. Voluntary Termination
An iHub Vantage Affiliate may immediately terminate their Agreement by submitting a written notice, via email, to iHub Vantage at: [email protected]. The notice must include:
(i) The iHub Vantage Affiliate’s intent to terminate this Agreement;
(ii) Date of termination requested;
(iii) iHub Vantage Affiliate number;
(iv) A reason for terminating;
(v) Signature; and
(vi) Valid email to receive iHub Vantage response.
IHub Vantage will respond to the iHub Vantage Affiliate’s notice of voluntary termination via email to the email address provided in the termination notice within twenty-four (24) hours. No termination is effective until iHub Vantage responds, thus sending the notice is not, in itself, sufficient to complete termination. As a result, any iHub Vantage Affiliate who wishes to terminate this Agreement should save the initial termination notice and forward it iHub Vantage if the iHub Vantage Affiliate receives no response within the twenty-four (24) hour time-period. The termination will go into effect thirty (30) days following its acknowledgement by iHub Vantage, unless the iHub Vantage Affiliate wishes to make the termination effective immediately and forfeit all commissions and other outstanding payouts iHub Vantage may owe to the iHub Vantage Affiliate. iHub Vantage Affiliates who request to cancel their account must wait 6 months to re-enroll.
b. Involuntary Termination
iHub Vantage reserves the right to terminate an iHub Vantage Affiliate with cause for the following reasons:
(ii) Violation of any applicable law, regulation, ordinance or the like in relation to or in the participation of being an iHub Vantage Affiliate; and
(iii) Conduct that Company determines to be detrimental to the iHub Vantage opportunity or the success of other iHub Vantage Affiliates and the continuation of the iHub Vantage Affiliate’s participation in the program is no longer necessary.
This is not an exhaustive list and iHub Vantage may present further rationale, in its discretion, that termination is valid for a particular iHub Vantage Affiliate. In such a case, the Dispute Resolution provision would be the appropriate mechanism for an iHub Vantage Affiliate who so wishes to challenge such involuntary termination.
Termination will go into effect thirty (30) days from the day in which iHub Vantage initiated termination.
13. Independent Contractor Status
An iHub Vantage Affiliate is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each iHub Vantage Affiliate’s success depends on his or her independent efforts and no particular result is guaranteed. No agreement between iHub Vantage and its iHub Vantage Affiliates creates an employer/employee relationship, agency, partnership, or joint venture between iHub Vantage and the iHub Vantage Affiliate. All iHub Vantage Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as an iHub Vantage Affiliate of the Company. iHub Vantage Affiliates have no express or implied authority to bind iHub Vantage to any obligation or to make any commitments by or on behalf of iHub Vantage.
As a self-employed independent contractor, you will be operating your own independent business seeking out companies that can be referred to Oaceus through the iHub Vantage Benefits Platform and might be interests in purchasing one or more of the Oaceus Products.
You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. In the event you earn over $600 in a calendar year, you will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
14. Promoting the iHub Vantage Program
You agree to make no representations or claims about the iHub Vantage Program, the Oaceus Products or a Business Customer’s or its Employees or Executives potential cost savings or other benefits from purchasing the Oaceus Product or Products beyond those in the iHub Vantage Affiliate Program marketing materials and literature. This includes any form of puffery or the like as iHub Vantage and Oaceus and their affiliates take their reputations very seriously and will not permit any type of misrepresentations about iHub Vantage, the iHub Vantage Affiliate Program, Oaceus or the Oaceus Products, the iHub Vantage Benefits Platform or participation in the business referral opportunity. The actions of one iHub Vantage Affiliate can have a detrimental impact on iHub Vantage (and its affiliates), Oaceus (and its affiliates), other iHub Vantage Affiliates and the entire opportunity. It must be emphasized that the only involvement of an iHub Vantage Affiliate is making referrals of businesses which may be interested in purchasing one or more of the Oaceus Products.
15. iHUB Vantage Affiliate Compensation Plan
iHub Vantage Affiliates must adhere to the terms of the iHub Vantage Affiliate Compensation Plan as set forth in official iHub Vantage Materials. Affiliates shall not require or encourage other current or prospective businesses or iHub Vantage Affiliates to participate in the iHub Vantage Program in any manner that varies from the program as set forth in official iHub Vantage Materials. In addition, any iHub Vantage Affiliate that makes any representation regarding potential compensation to encourage enrollment in the iHub Vantage Affiliate Program by new enrollees shall be subject to discipline by iHub Vantage, which could potentially include termination as an affiliate in the program and/or forfeiture of future earned commissions or referral fees.
iHub Vantage Affiliates will receive a 1099-MISC statement for tax purposes. The 1099 will reflect all income received from iHub Vantage generated from the iHub Vantage Affiliate’s participation in the iHub Vantage Affiliate Program.
17. Errors or Questions
If an iHub Vantage Affiliate has questions about or believes any errors have been made regarding earned fees, commissions, bonuses, or charges, the iHub Vantage Affiliate must notify iHub Vantage in writing within thirty (30) days of the date of the purported error or incident in question. iHub Vantage will not be responsible for any errors, omissions, or problems not reported to iHub Vantage within thirty (30) days.
18. Payment of Earned Fees
iHub Vantage Affiliates will receive earned cash referral fees or commissions under the iHub Vantage Program once per month for fees or commissions paid to iHub Vantage with respect to referred Business Customers and their enrolled Employees and/or Executives no later than the 15th day of the month following iHub Vantage’s receipt of its monthly share (including the portion payable to the iHub Vantage Affiliate) of premiums or other amounts generated from the purchased Oaceus Product or Products in the preceding month. Payments will be made in the form of cash via ACH transfer to the iHub Vantage Affiliate’s designated bank account. The minimum cash fee or reward payment will be $500 or such other lesser or higher amount as iHub Vantage shall determine is reasonable. Anything below that set minimum threshold amount will accumulate until the iHub Vantage Affiliate earns that threshold or more.
19. Use of Sales Aids
While promoting the iHub Vantage Program, iHub Vantage Affiliates must only use the sales aids and support materials produced by iHub Vantage and Oaceus. If iHub Vantage Affiliates develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Affiliates’ good intentions, they may unintentionally violate any number of state or federal statutes or regulations affecting iHub Vantage, Oaceus or their respective business. Accordingly, iHub Vantage Affiliates must submit all written sales aids, promotional materials, advertisements, websites and other literature to iHub Vantage for approval prior to use. Unless the iHub Vantage Affiliate receives specific written approval to use the material, the request shall be deemed denied. All iHub Vantage Affiliates shall safeguard and promote the good reputation of iHub Vantage, Oaceus and their respective products and services, and the iHub Vantage and the iHub Global network.
An iHub Vantage Affiliate may not build third-party sites that contain materials copied from corporate sources nor create his or her own website to promote iHub Vantage or Oaceus without receiving express approval from iHub Vantage and Oaceus. An iHub Vantage Affiliate may not use or attempt to register any of iHub Vantage’s or Oaceus’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, iHub Vantage’s or Oaceus’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, Web pages, or blogs.
20. Intellectual Property
a. Trademarks, Copyrights and Related Intellectual Property
Each iHub Vantage Affiliate agrees to use the Trademarks and Copyrights in the form and manner and with appropriate legends as currently used and permitted by iHub Vantage and Oaceus. All promotional materials supplied or created by iHub Vantage, Oaceus, Syntesa or any affiliate of the foregoing must be used in their original form and cannot be changed, amended or altered except with prior written approval from iHub Vantage, Oaceus, Syntesa or applicable third-party. The name of iHub, iHub Vantage and each of its product names and other names that have been adopted by the Company in connection with its business are proprietary trade names, trademarks and service marks of Company. As such, these marks are of great value to Company and are supplied to iHub Vantage Affiliates for their use only in an authorized manner.
b. Proprietary Information, Business Reports, Lists
By completing and signing the iHub Vantage Terms of Service, you acknowledge that Business Reports, lists of potential businesses and iHub Vantage Affiliates names and contact information, and any other information which contains financial, scientific, technical or other information both written or otherwise circulated by iHub Vantage, Oaceus or any affiliate thereof pertaining to the business and products or services of iHub Vantage or Oaceus (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to iHub Vantage or Oaceus, as applicable.
21. Jurisdiction and Governing Law
The formation, construction, interpretation, and enforceability of your contract with iHub Vantage as set forth in this Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Florida without regard to conflict of law provisions.
This Agreement can be executed online, by email, or by an electronic signature company, e.g. DocuSign, HelloSign, etc.
If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone or any other electronic means, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator (irrespective of the amount in controversy) in Vero Beach, Florida, in accordance with the then- prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as an arbitrator in the case. The parties understand and agree that if the arbitrator awards any relief that is inconsistent with the Limitation of Liability provision in this Section herein, such award exceeds the scope of the arbitrator’s authority, and any party may seek a review of the award in the exclusive jurisdiction and venue of the courts of the State of Florida residing in the City of Vero Beach.
c. Class Action Waiver
THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.
To the fullest extent allowed by law: (1) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by iHub Vantage Affiliate, on the one hand, and iHub Vantage and any Related Parties involved on the other, except where applicable law requires that iHub Vantage bear any costs unique to arbitration (which iHub Vantage shall bear); and (2) the arbitrator or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or cots, then that statute or rule shall apply.
Nothing in this Agreement shall prevent iHub Vantage from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect iHub Vantage’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
d. Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL AN iHUB VANTAGE AFFILIATE OR IHUB VANTAGE (INCLUDING ANY OF ITS RELATED PARTIES) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO iHUB VANTAGE, OACEUS OR ITS PRODUCTS OR SERVICES, THE iHUB VANTAGE PROGRAM, iHUB VANTAGE MARKETING OR TRAININ MATERIALS), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE iHUB VANTAGE AFFILIATE OR iHUB VANTAGE (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.
iHUB VANTAGE AFFILIATE AGREES THAT IF AN ARBITRATOR WERE TO AWARD DAMAGES, THE iHUB VANTAGE AFFILIATE WOULD BE ENTITLED TO RECEIVE NO MORE THAN ITS SHARE OF THE EARNED FEES AND COMMISSIONS UNDER THE iHUB VANTA AFFILIATE PROGRAM COMPENSATION PLAN IN EFFECT AT THE TIME THE DISPUTE AROSE.
An iHub Vantage Affiliate is fully responsible for all of his or her verbal and/or written statements made regarding iHub Vantage and Oaceus products, services, fees and awards, which are not expressly contained in official Company Materials. Each iHub Vantage Affiliate agrees to indemnify iHub Vantage and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by iHub Vantage as a result of the iHub Vantage Affiliate’s unauthorized representations or actions. This provision shall survive the cancellation of this Agreement.
25. Consent to Electronic Communications
Subscribers will receive important recurring messages from iHub Vantage regarding corporate announcements and new products.
To opt-in, Text JOIN to 18332236406. You will receive recurring messages. Msg&data rates may apply. To opt-out, Text STOP to 18332236406. An opt-out confirmation message will be sent back to you. To request support, Text HELP to 18332236406 or email us at [email protected]. Text messages are sent from an autodialing system. Participation is not required for the purchase of goods or services. Subscribers will receive an SMS message if their device does not support MMS.
This program is supported by Alltel, AT&T, Boost, Sprint, T-Mobile®, Verizon Wireless, Virgin Mobile, MetroPCS, and U.S. Cellular. Products & services are compatible with AT&T handsets. T- Mobile is not liable for delayed or undelivered messages.
26. iHub Vantage Endorses the Following Code of Ethics:
- Affiliates must show fairness, tolerance, and respect to all people affiliated with iHub Vantage, regardless of race, gender, social class or religion;
- Affiliates must contribute to and foster an atmosphere of positivity, teamwork, good morale and community spirit.
- Affiliates shall strive to resolve business issues, including situations with Upline and Downline members through tact, sensitivity, and good will.
- Affiliates must be honest, responsible, professional and conduct themselves with integrity.
Affiliates shall never disparage iHub Vantage or any of its affiliates, other iHub Vantage Affiliates, iHub Vantage’s or its affiliates’ employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.
iHub Vantage may take appropriate action against an Affiliates if it determines, in its sole discretion, that the Affiliates’ conduct is detrimental, disruptive, or injurious to iHub Vantage (or any affiliates) or other iHub Vantage Affiliates.
Addendum To iHub Vantage Terms of Service and Affiliate Program Participation Agreement (9/25/2023)
This Addendum (the “Addendum”) to the iHub Vantage Terms of Service and Affiliate Program Participation Agreement (the “iHub Vantage Affiliate Agreement”), is by and among iHub Vantage LLC and its affiliate, iHub Global LLC (collectively, “iHub”), Smith Delliquadri & Co. dba Oaceus Insurance Services, a Nevada company (“Oaceus”), and its various affiliated companies (collectively referred to herein as “Oaceus”) and you (“You”), a participant in the Oaceus affiliate program (“Oaceus Affiliate Program”). (iHub, Oaceus and You are each a “Party” and collectively, the “Parties”).
Whereas, iHub and Oaceus have entered into a strategic partnership agreement under which, among other things, the Oaceus Affiliate Program is being integrated into the jointly developed and combined iHub Vantage Affiliate Program; and
Whereas, subject to You entering into the iHub Vantage Affiliate Agreement, You and the other existing participants in the Oaceus Affiliate Program, will become participants in and subject to the terms and conditions of, the iHub Vantage Affiliate Program.
In consideration of the foregoing, it is hereby agreed by the Parties as follows:
By executing this Addendum to the iHub Vantage Affiliate Agreement and effective as of the date You execute the iHub Vantage Affiliate Agreement and You agree to become an independent iHub Vantage Affiliate, it is hereby agreed and acknowledged by You that the existing Oaceus Affiliate Program agreement shall be and is hereby deemed amended, restated and replaced in its entirety by the iHub Vantage Affiliate Agreement (including compensation, any other written, verbal, or assumed agreements with Oaceus and it’s members, and all other aspects of being a participant in the iHub Vantage Affiliate Program).