Legacy Member License Agreement



Sun Power 7 Figure Legacy Member License Agreement


This Sun Power 7 Figure Legacy Member License Agreement ("Agreement") is effective as of the date electronically signed ("Effective Date") and is entered into by and between Sun Power Solutions, LLC, DBA SunPowerAssociates.com ("Licensor"), a Utah limited liability company and the undersigned ("Licensee").


RECITALS


A. Licensor owns and uses the software and program referred to as the Net Profit Simulator and any likeness associated therewith (collectively referred to as the "NPS"), in connection with its business;


B. Licensor also provides self replicating websites for a fee;

C. Licensor owns, developed, copyrighted, and designed the parent website from which all replicated websites will be based.


D. Licensor owns professional studio and celebrity promotional videos which are provided with the replicated website, NPS, and email campaign as a package called the “Sun Power 7 Figure Legacy Program”.



E. Licensee desires to obtain a website and to therein use the website, NPS, promotional videos, and email campaign to market its business; and



F. Licensor is willing to permit such use of the website, replicated for use by the Licensee, including videos, NPS, and email campaign under the terms and conditions set forth in this Agreement.




NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:


1. GRANT OF LICENSE.



1.1 GRANT OF LICENSE. Licensor hereby grants to Licensee a non-exclusive, nontransferable, license to use the replicated website, NPS, videos, and email campaign in the provision of its services on its website.




1.2 RESERVATION OF RIGHTS. Licensor hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including Licensor's right to authorize or license use of the website, NPS, videos, or email campaign, or any other intellectual property containing the aforementioned, to any third party for use in connection with their business. Without limiting the rights reserved in the first sentence, Licensor hereby reserves any and all rights to use, authorize use or license use of the website, NPS, videos, or email campaign or any other intellectual property containing the NPS, videos, email campaign or any of the website content in any geographic territory and in any language.




2. LICENSE FEE.



2.1 BILLING FREQUENCY and METHOD. Billing occurs monthly, with first payment always due the same day membership is activated, which determines the monthly billing cycle date, and all subsequent monthly payments are due on the first business day of each billing cycle. All billing is done automatically via auto-billing processes, and all licensees are required to authorize auto-billing.




2.2 BILLING AMOUNT. The standard billing amount shall be $279.95 one-time fee for website setup, and monthly recurring billing of $49.95 for 7 Figure Legacy Premium membership, $19.95 for 7 Figure Legacy Standard membership, and $3.95 for Affiliate membership.  Billing period for all  membership levels is 1 month recurring. The $279.95 setup fee is waived for all newly activated members, but this fee is not waived for any member who cancels their membership and later decides to re-activate their membership at any membership level. Therefore, any returning member is required to pay the $279.95 set-up fee since it was waived upon their initial membership activation.  Licensor hereby reserves the right to apply discount or waived fees at any time, in any amount, for any reason, with any licensee, without the requirement to communicate such arrangements with other licensees, and without the requirement to offer similar discount to any Licensee. Licensor shall notify all affected licensees, with 60 days advanced notice, upon any pricing increases in any membership fees, or with greater than 30 days advanced notice, upon any pricing decrease in any membership fees, but a specified percentage paid to member licensee in Legacy revenue sharing may not be decreased if the standard monthly membership fee is increased or decreased.  Percentage revenue sharing is as follows:  10% to all affiliate members for all Legacy members personally sponsored; 30% to all Legacy Standard members for all Legacy members personally sponsored, and 70% to all Legacy Premium members for all Legacy members personally sponsored.  No revenue sharing is ever paid for affiliate members sponsored.  

2.2a BILLING SUBSCRIPTION EXCEPTIONS: All members have the option to transfer to a different membership level as of their monthly renewal date, with a minimum of 10 days notice, but each member is limited to no more than 4 membership transfers every 12 month period. While the monthly fee would change, so too would the commission amount payable.     


2.3 CANCELLATION REQUIREMENTS. All cancellation requests must be received by email at Piper@SunPowerAssociates.com or to David@SunPowerAssociates.com no less than 10 days before a billing date, which billing date will be the effective date of such termination. In other words, services will always continue until the next scheduled billing date for a minimum of 10 days after a cancellation notice is received. No refunds will be granted of amounts previously billed or of amounts billed less than 10 days from the cancellation notice receipt.  This cancellation clause does not apply during the first 30 days for a new member, but starting with the 31st day post-enrollment and beyond, 10 days advanced written notice must be provided for all cancellations. This 10-day advanced notice cancellation clause always applies for any member transferring their membership. All paid fees for products and/or services are non-refundable.







2.4 AUTO PAYMENT REQUIREMENTS. Licensee agrees to maintain an active credit account or checking account or PayPal account for payments to be automatically debited from every month. Licensee further agrees to notify Licensor of any changes in account to be debited such as new expiration dates for credit or debit cards or any other pertinent changes to account on file. If any payment is rejected or unable to be processed, Licensee shall promptly make arrangements to make payment within 10 days of being notified by Licensor of the rejected or unprocessed payment or be subject to $15.00 late payment fee.



2.5 TERMINATION OF SERVICES FOR NONPAYMENT. Termination of services and benefits will occur if payment through current date in full, including $15.00 late fee, if applicable, is not received within 60 days of non-payment notice date. In absence of a cancellation notice from Licensee, all services will continue until the termination date, and monthly membership fees will continue to be incurred until termination date, but any and all revenue sharing payments will be deferred until member brings all payments current. If any amount, including the late payment fee, remains unpaid 60 days after the termination date, this amount may be referred to collections, and interest would be added at the rate of 1.49% per month, retroactive to the original date due. In addition, Licensee agrees to pay all costs of collection, including attorney's fees. Reinstatement may be available, upon written request of former Licensee, subject to the full discretion and approval of Licensor, upon payment in full of all funds owed in addition to a $179.95 reinstatement fee for reinstatement and setup of website. Any previously earned, deferred revenue sharing payments would be payable to a newly reinstated Licensee 30 days after their reinstatement and receipt of payment in full of all fees due from the cancellation, including the reinstatement fee.





2.6 PAYMENT INDEMNIFICATION. Licensee agrees to hold Licensor harmless for any financial or non-financial, direct or consequential loss or damage, including but not limited to emotional distress or impairment of licensee's credit rating, caused, in whole or in part, by errors or omissions of a third party payment processing vendor.




3. OWNERSHIP OF NPS, WEBSITE, VIDEO(s), and EMAIL CAMPAIGN



3.1 Licensor hereby warrants that Licensor is the owner of the Website, NPS, Video(s), and Email campaign, described herein and that Licensor has the full authority to grant Licensee the rights described herein.




3.2 Licensee hereby acknowledges that Licensor is the owner of the Website, NPS, Video(s), and Email campaign, logo, and any copyright, trademark or patent applications and/or registrations or other intellectual property rights thereto, agrees that it will do nothing inconsistent with such ownership and agrees that all use of the website, NPS, video(s), Email campaign, and SunPowerAssociates.com logo, likeness, branding or name by Licensee shall inure to the benefit of Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the website, NPS, video(s), email campaign, logo and branding other than the right to use the same in accordance with this Agreement. Licensee agrees not to register or attempt to register the website, NPS, video(s), or email campaign as a trademark, service mark, logo, Internet domain name, trade name, or any similar trademark or name, or patent, with any domestic or foreign governmental or quasi-governmental authority which would be likely to cause confusion with the website, NPS, video(s), email campaign, branding or logo. An example of breach of this contract clause would be the act of attempting to register a similar domain name including the words "Sun" and "Power" constitutes noncompliance with this agreement. The provisions of this paragraph shall survive the expiration or termination of this Agreement.




C. Licensor also retains all ownership and proprietary rights relating to the parent website and the replicated websites, including, but not limited to, architecture, design, source code, HTML code, graphical code, technique, methods, processes, documentation, written content, trade secrets, training materials, videos, landing pages, email page designs, legal agreements, logos, social media backlinks to the parent website, all internet backlinks to parent website, etc., (collectively “Licensor Proprietary Materials”). This Agreement does not transfer, sell, assign, or entitle Licensee to any Licensor Proprietary Materials.




4. USE OF THE NPS; PROTECTION OF THE NPS.



4.1 PROPER USE. Licensee agrees that all use of the NPS shall only occur in connection with the use of the replicated website (i.e. the NPS residing on Licensee's replicated website) exclusively for Licensee’s personal and motivational use and for the personal and motivational use of Licensee’s Tier 1 prospects and Tier 1 enrolled members and such use shall be in strict compliance with the terms of this Agreement and with the NPS User Agreement. Licensee is strictly prohibited from allowing usage of the NPS residing on Licensee's website or on the parent website with any of Licensee's downline enrolled members (Tiers 2 through 6). Licensee shall use the NPS in conformance with NPS User Agreement. Licensee agrees not to use any other similar simulator in combination with the NPS, and if the NPS appears on any other website, Licensee agrees not to personally use, recommend use, or communicate availability of use of the NPS on the other website to anyone, particularly prospects and/or downline members. Licensee has no right to sublicense, transfer or assign the use of the NPS or use the NPS for any other purpose other than the purpose described herein. Licensee may not use the NPS in connection with, or for the benefit of, any 3rd party other than SunPowerAssociates.com. Licensee further agrees not to use the NPS on or in connection with any products or services that are or could be deemed by Licensor, in its reasonable judgment, to be obscene, pornographic, disparaging of Licensor or its products or services, or otherwise in poor taste, or in competition with Licensor, or that are themselves unlawful or whose purpose is to encourage unlawful activities by others.




4.2 QUALITY STANDARDS. Licensor agrees to maintain the integrity of the formulae utilized by the NPS in the event Licensee reasonably determines that the formulae utilized by the NPS need adjustments to ensure proper calculations. Licensor reserves the right to utilize standard double declining balance depreciation schedule when a temporary bonus depreciation is being permitted by the IRS.




4.3 MONITORING BY LICENSOR. Licensor grants Licensee full access to Licensee's replicated website, including access to the NPS. If Licensor determines that Licensee is using the NPS improperly, and/or in connection with activities or services which do not meet the standards set forth in Section 4.1, Licensor shall notify Licensee, and Licensee shall remedy the improper use within 2 business days following receipt of such notice from Licensor. Use of the NPS in a manner inconsistent with the User Agreement, or in connection with an infringement of Licensor's or a third party's rights, including but not limited to rights under trademark, patent, trade secret or copyright laws shall constitute material breach of this Agreement. If such material breach has not been cured within 2 business days following receipt of notice from Licensor, this Agreement shall be terminated with revocation of all Licensee rights.




4.5 INFRINGEMENT. Licensee is expressly prohibited from copying, distribution, or replication, of any text, material, examples, information, videos, photos, graphics, tables, NPS, or email campaign pages or text, in whole or in part, without notarized written permission from two authorized representatives of Licensor. Noncompliance with this clause constitutes possible grounds for immediate termination of this Agreement and revocation of all Licensee rights.




5. RESTRICTIONS AND LIMITATIONS ON USE OF SunPowerAssociates.com BRANDING


A. Branding Definition: For the purposes of this agreement, SunPowerAssociates.com branding consists of the following which can be readily seen or heard in or on one or more of the following, company website, company business cards, company brochures, company videos, and company emails: SunPowerAssociates.com logo, colors, designs, photographs, graphics, designed email pages, "Sun Power", "Sun Power Associates", "SunPowerAssociates", and "SunPowerAssociates.com" company names, the name "Net Profit Simulator", the design and function of the Net Profit Simulator, all videos which display the SunPowerAssociates.com logo, the "Legacy" or "7 Figure Legacy" names, use of the name, "RaPower3" or "IAS" or "Integrated Automated Systems", SunPowerAssociates.com business cards, SunPowerAssociates.com brochures, use of any backlinks or hyperlinks to any SunPowerAssociates.com website or replicated website, or to any page within said website, use of any backlinks or hyperlinks to any SunPowerAssociates.com video, and any text content or words within the SunPowerAssociates.com website or replicated websites or within the SunPowerAssiates brochure, or spoken in any SunPowerAssociates.com video. Finally, any projections or simulations obtained from use of the Net Profit Simulator, regardless of custom inputs.



B. Branding Limitations and Restrictions:


SunPowerAssociates.com hereby asserts and retains all rights of ownership and control over the use of its branding. Use of SunPowerAssociates.com branding by any licensee is subject to revocation, upon breach of this agreement. Use of the SunPowerAssociates.com branding is limited to the following:


1) Paid orders of SunPowerAssociates.com business cards and company brochures.
2) Use of pre-approved email campaigns exclusively for internal, personal email use only, not for large external ("hired 3rd party vendor") email campaigns to over 100 individuals.
3) Use of pre-approved scripts, provided in this website exclusively by the owners of SunPowerAssociates.com.
4) Use of specified pre-approved branding elements, upon express written permission of SunPowerAssociates.com owners only for use in one or more of the following, and certain exclusions and limitations may apply: social media, including but not limited to blogs, Facebook, or Twitter, articles, press releases, media interviews. Such express written permission shall be granted primarily to licensees who have attained the level or Sales Director or above, but such written permission is not guaranteed.




5. CONFIDENTIAL INFORMATION AND DISCLOSURE.



A. Unless required by law, and except to assert its rights hereunder or for disclosures to its own employees, attorneys, financial advisors on a "need to know" basis, both parties agree not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of the other party which consent shall not be unreasonably withheld.




B. Licensee is strictly prohibited from printing, sharing, emailing, communicating or disseminating any marketing information of any type which references Licensor or NPS except as specifically provided herein. Printing of licensee's own flyers, brochures, business cards, email text, or using any information, text, examples, photos, or videos from the website for use in Licensee's marketing is strictly prohibited, including use in any social media or email campaigns, without expressed written permission from Licensor. Licensor shall provide use of some marketing materials for the benefit of Licensee's business, and shall provide explicit permission for the ways and methods such materials may be used by Licensee. Use of the SunPowerAssociates.com logo is also prohibited, without expressed written permission from Licensor, other than within the replicated website or on any marketing materials ordered through Licensor or ordered through an authorized link from website.




6. INDEMNIFICATION.



Licensee agrees to indemnify Licensor and to hold Licensor harmless from any and all liability, loss, damages, claims or causes of action, including, but not limited to all direct and indirect financial and non-financial damage or loss, including pain, suffering, emotional distress, and/or any legal liability relating to any Licensee decisions pursuant to developing, launching, funding, growing, selling, terminating, or liquidating any business related in any way to membership in the Sun Power 7 Figure Legacy Program. Licensee agrees that any and all expenditures are made with the full understanding and consent that no guarantees or warranties, expressed or implied, are made by Licensor with regard to level or timing of income, level or timing of tax savings, or level or timing of Tier 1 or downline (Tiers 2 through 6) network growth. Though numerous forward-looking statements and calculations are made in the website, video(s), NPS, and email campaign, all of these materials are provided for illustrative and motivational purposes only and may not accurately reflect the results of any particular member. While Licensor attempts to accurately reflect income and tax savings potential opportunities, since some conditions change over time, and because new information comes to light, there is no warranty as to accuracy of such forward-looking statements made in the video(s), website, NPS, and email campaign. Licensee agrees to indemnify Licensor and to hold Licensor harmless from any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses that may be incurred by Licensor, arising out of Licensee's use of the website, NPS, video(s), email campaign, or any action that Licensee may take with respect thereto, including but not limited to personal and business expenditures by Licensee to promote their business in connection with Licensee’s use of the replicated website and use of all other Sun Power proprietary materials associated with this license agreement, and licensee's use of external ("hired") email campaigns without expressed written permission from SunPowerAssociates.com. Licensee further agrees to indemnify Licensor and to hold Licensor harmless from any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses that may be incurred by Licensor, arising out of Licensee's use of third party products or services whether or not Licensor knows of or recommends such third party, including but not limited to email list providers and email campaign services, outbound and inbound telemarketing services, and voicemail blast services. Licensor shall provide Licensee with prompt written notice of any claim for which indemnification is sought and cooperate fully with and allow Licensee to control the defense and settlement of such claim. Licensor may not settle any such claim without Licensee's prior written consent, which consent shall not be unreasonably withheld. Licensor shall have the right, at its own expense, to participate in the defense of any such claim.




7. TERMINATION



7.1 TERM AND TERMINATION. This Agreement and the term of the license granted herein shall be perpetual unless terminated as otherwise provided in this Agreement. Licensor shall have the right to terminate this Agreement upon the occurrence of one or more of the following: (a) any material breach by Licensee of its obligations under this Agreement which remains uncured for 30 days or more following written notice of such breach from Licensor, (b) use of the NPS or replicated website by Licensee in a manner which is disparaging of Licensor or its products and services and which remains uncured for 2 business days following notice from Licensor, (c) Licensee decides not to provide the website services, (d) the website services of Licensee are discontinued, (e) Licensee fails to remain a going concern (f) Nonpayment of fees by Licensee and failure to make payment in full within 60 days of notice from Licensor to Licensee, (g) Licensee abuses or mistreats Licensor or its owners or employees, or direct service providers of the Licensor in any way, including but not limited to continued use of profanity if Licensee is expressly requested to discontinue use of certain words or expressions, or use of implied or explicit threats by Licensee, (h) Licensee engages in any unlawful activity, including, but not limited to violations of federal or state CAN/SPAM laws.




7.2 EFFECT OF TERMINATION. Upon termination of the Agreement, Licensee agrees it shall immediately cease any and all use of the replicated website, NPS, video(s), and email campaign(s).




8. CERTIFICATIONS OF LICENSEE



8.1 NET PROFIT SIMULATOR USER AGREEMENT. The undersigned Licensee hereby certifies that he/she did read, understand, acknowledge and consent to the Net Profit Simulator User Agreement and agrees to be unconditionally bound by the provisions thereof, as may be amended from time to time. Further, the undersigned Licensee acknowledges that all terms and conditions of that agreement apply to this license agreement unless addressed in whole or in part by both agreements, in which case the agreement with the greatest detail on the subject shall prevail.




8.2 EMAIL PRIVACY POLICY. The undersigned Licensee hereby certifies that he/she did read, understand, acknowledge and consent to the terms of the Email Privacy Policy and agrees to be unconditionally bound by the provisions thereof, as may be amended from time to time. Licensee covenants and agrees not to share, sell or otherwise disclose to any third party any personally identifiable customer information, including but not limited to, name, address, phone number, email address, any credit card or debit card numbers, and banking information, including account numbers or checking account information.




8.3 CAN/SPAM. Licensee covenants and agrees to comply with all applicable state and federal law regarding the contact of potential clients, including but not limited to, the CAN-SPAM Act of 2003. Licensee covenants and agrees that email campaigns will exclusively be sent to personal contacts and prospects who have opted in to receive further emails from Licensee.




8.4 COMMUNICATION RESTRICTIONS. Licensee covenants and agrees to comply with the following:




A. No written communication of program benefits and/or services is permitted without prior written permission from Licensor. No public interviews or statements, including television, radio, or internet, may be granted by Licensee without prior written permission from Licensor. Licensee understands and agrees that Licensor shall provide pre-approved email campaigns, and provide a branded company brochure and branded business cards through fee-based ordering, as well as an approved telemarketing script. Licensee agrees to immediately comply if Licensor communicates to Licensee to cease using and/or distributing any purchased Sun Power promotional materials, providing Licensor agrees to refund any amounts Licensee paid for such materials within 21 days. Licensee agrees that company brochures may from time to time be on back-order and unavailable for a period never to exceed 4 weeks. Licensor agrees to abide by any special pricing or refund arrangements communicated to Licensee regarding pre-ordering such company brochures during periods that brochures are temporarily on back-order.




B. No verbal communication that deviates in any way from information in the website is permitted.




C. No verbal or written communication regarding specific income, tax savings, or wealth accumulation projections is permitted. Licensee is strictly prohibited from verbal or written communication of any income, tax savings, or wealth accumulation projections from NPS because the NPS is designed for each individual user to personally view the resulting simulations and changes in simulations after inputting personal custom information and only after consenting to the NPS User Agreement. Licensee further agrees and understands that any verbal or written communication to a third party of any simulation numbers would violate and undermine the intent of the NPS, and Licensee hereby consents to strictly refrain from engaging in such activities, and that violation of this clause may be grounds for termination of the agreement and revocation of all Legacy rights.




D. Licensee assumes full legal responsibility for any communication with third party which deviates in any way from information contained in the website, or which breaches the covenants made in this agreement.




E. Licensee may not copy or distribute any part of the website, including text, photos, and diagrams, without the express written permission of Licensor.




F. No verbal or written communication by Licensee to any third party regarding the details or existence of any pricing rebates, discounts, or other concessions Licensee has been granted from SunPowerAssociates.com.



G. No use of SunPowerAssociates.com name or logo by licensee is permitted without prior written permission of Licensor, with the exception of the replicated website, approved email campaigns, approved telemarketing scripts, approved business cards and approved company marketing brochures. Licensee is prohibited from using the SunPowerAssociates.com name or logo in social media or email communications without prior written permission.





8.5 RaPower3 DISTRIBUTOR AGREEMENT. Licensee covenants and agrees to be bound by and to comply with all terms contained in the distributor agreements between Licensee and RaPower3. Licensee further acknowledges and agrees that Licensor is not a party to any such agreements and that Licensor as well as Licensee, are both independent contractors of RaPower3.




8.6 NON COMPETITION. Throughout the term of this Agreement: (1) Licensee agrees not to reverse engineer, decompile, disassemble, or attempt to discover the websites source code or architecture directly or through any third party; (2) Licensee further agrees not to develop, create, or pay or request any third person or entity to develop or create any program substantially similar in purpose or function to the websites or content or functionality of the websites or that would compete with the websites in any material way, such as hiring the same celebrity as a website host for a competing platform, or including an application in a competing website that offers similar functions to the net profit simulator; and (3) Licensee shall not encourage, facilitate, assist, or pay any third party to do anything Licensee would be precluded from doing under this provision. Licensee acknowledges that Licensor may have intellectual property rights on aspects of its Websites, NPS, email campaign(s), and video(s), which if granted, may give Licensor enforceable rights against other competing platforms.




9. CERTIFICATIONS OF LICENSOR: THE 7 FIGURE LEGACY MEMBER & AFFILIATE MEMBER REVENUE SHARING AGREEMENT


9.1 Licensor covenants and certifies that they do hereby agree to fully implement the following revenue sharing agreement, and agree to make payments to members, as constituted, based on the following qualifying criteria:



When licensor receives payment of Legacy membership monthly fee ($49.95 for 7 Figure Legacy Premium membership, $19.95 for 7 Figure Legacy Standard membership), after completion of 30 day introductory trial period, each month from one or more Legacy members, licensor contractually covenants to pay revenue sharing to the direct Sponsor of such Legacy member(s) or affiliate member(s) on the precondition that the direct sponsor is also an active member in good standing (paid in full, not behind in payments, and no outstanding cancellation request from Licensee and no outstanding non-payment notice from Licensor, and no outstanding notice of License Non-compliance from Licensor), and such monthly revenue sharing amount will vary based on the level of membership of the licensee and also based on the membership level of the individual being sponsored, according to the following guidelines:

7 Figure Legacy Premium Members (must also be a RaPower3 member to receive 30% or 70% revenue sharing; otherwise, they will be paid only 10% revenue sharing until they activate their RaPower3 membership):

$35.00 monthly for each Legacy Premium member sponsored by a Legacy Premium member;
$15.00 monthly for each Legacy Premium member sponsored by a Legacy Standard member;
$ 5.00 monthly for each Legacy Premium member sponsored by an affiliate member.  

$14.00 monthly for each Legacy Standard member sponsored by a Legacy Premium member:
$ 6.00 monthly for each Legacy Standard member sponsored by a Legacy Standard member; 
$ 2.00 monthly for each Legacy Standard member sponsored by an affiliate member.
 

All revenue sharing payments will be mailed to the mailing address provided by Licensee, with postmark no later than the 21st day subsequent to the receipt of each regular monthly payment beyond the initial 30 day trial period. Exceptions:  Licensor reserves the right to limit payments to accrued amounts that exceed the monthly fee being paid by the licensee or $30.00, whichever is greater.  For example, if the licensee is paying $19.95 monthly, Licensor has the option of withholding payments due until at least $30.00 in accrued revenue sharing has been earned by licensee, possibly over a period of two or more months, before remitting a revenue sharing payment.    

All members who are expected to be paid over $600 in gross income in a calendar year will receive a federal 1099 form from licensor and be required to physically or electronically sign and mail back or electronically submit such form. Failure to comply will delay further monthly payments, but all payments earned will be paid in full upon receipt of the signed and executed 1099 form.


Notification of request for any membership transfer must be emailed to David@SunPowerAssociates.com no later than 10 days before the effective date of the transfer which must occur on a monthly renewal date. 

SunPowerAssociates.com management reserves the right to decline any transfer request if four transfer requests have been processed for that member during the preceding 12 month period.     




9.2 Grandfather Clause for Legacy Revenue Sharing Agreement - Terms, conditions and limitations for changes in compensation: Compensation terms and conditions shall not be made less favorable to existing active licensees in good standing, unless a specific exception is noted in this license agreement, but this protection shall be revoked for any member who temporarily cancels their Legacy membership for any reason, including termination for non-payment of membership fees. However, this grandfather clause shall remain in effect for any member in good standing who cancels due to non-payment of membership fees but becomes current on all payments due within 90 days of such cancellation. Compensation terms and conditions may be changed at any time, without notice, for new Licensees. If more favorable compensation terms and conditions are instituted for new licensees, existing licensees will have the option to be converted to the new Legacy License Agreement, and all changes between the prior license agreement and the new license agreement will be outlined in detail by Licensor. Premium Legacy monthly fee is subject to possible reduction, and such reduction would reduce monthly payouts to all members, but such reduction would not be made without at least 30 days written notice to all currently active members, and the new revenue sharing payments would represent the same percentage to the new membership fee that the old revenue sharing payment was to the old membership fee, subject to the 75% maximum payout rule.

Monthly membership fee may not be increased on any active member in good standing, although rate increases on new members would guarantee higher revenue sharing payouts to existing members.  Additionally, all three membership levels are locked in for all members based on the prices that applied for each of the membership levels at the time of membership activation.      



10. DISTRIBUTION CHANNEL POLICY.



10.1 Licensee may not launch an external (purchased or rented email list) email campaign to market their business without pre-approval from Licensor by emailing David@SunPowerAssociates.com. at least 30 days before any planned external email campaign and before making purchase for said campaign. Licensee hereby agrees and consents to abide by any decision of Licensor. Licensee is permitted and encouraged to establish a social media presence as a method for building personal contacts for a potential prospect sales funnel, but may not use any website content, video(s), NPS, email campaign, or any Sun Power branding elements, and is prohibited from using any such proprietary property or any other Sun Power marketing tools within social media, including, but not limited to blogs, facebook, and twitter, without written permission from Licensor. Licensor reserves the right to institute additional restrictions with respect to the use of the Sun Power replicated website or Sun Power videos, Sun Power branded emails, or other Sun Power marketing tools. Licensees are always permitted to use their specific replicated website url address in social media applications, and are encouraged to do so in an attempt to drive traffic to their wesbite.




10.2 Licensee shall indemnify and hold Licensor harmless for any liability associated with noncompliance with CAN/SPAM laws and regulations. Licensee further covenants and agrees to assume full legal responsibility for fully investigating and complying with all CAN/SPAM and related laws.




10.3 Licensee shall hold Licensor harmless for any liability associated with compliance with telemarketing laws and regulations, including the National Do Not Call Registry. Licensee further covenants and agrees to assume full legal responsibility for compliance with all telemarketing laws and regulations, including compliance with the Do Not Call Registry.




11. LICENSOR CALL CENTER



11.1 Licensor maintains a professional call center exclusively for the use of Licensor’s Tier I prospects and Tier I members. Verbal or written communication of the toll-free number posted on Licensor’s website by Licensee to any non-Tier 1 prospect or non-Tier 1 member of Licensor’s network is strictly prohibited and may constitute grounds for permanent, revocation of this license and all associated benefits. Violation of this clause is considered one of the most serious of all license non-compliance issues. Any refraction will result in immediate cessation of all payments to the offending licensee until the situation is resolved to the complete satisfaction of Licensor.




11.2 Licensor reserves the right to assess a flat fee up to $20.00 per call, regardless of length of call, for any call made to the Licensor’s call center by Licensee’s Tier 1 prospect or Tier 1 enrolled member because only Tier 1 members of SunPowerAssociates.com know the sponsor ID of SunPowerAssociates.com, and no one can see the toll-free call center phone number unless they have input the specific sponsor ID which identifies them as a Tier 1 member of the parent company. Licensor reserves the right to consistently or randomly verify the source (sponsor code) of each call into Licensor’s call center.




12. EMAIL PROSPECTS


12.1 ENROLLMENT.


A. When a prospective client (the "Prospect") visits Licensee's replicated website (the "Site"), the Prospect enters a contact email address (the "Address").




B. Licensee may contact such Prospect's Address, in accordance with applicable law. Licensee shall maintain ownership of such Prospect's email address until such time that Prospect enrolls with Licensee because the email addresses of all enrolled members becomes the property of RaPower3, LLC. Licensee is permitted to contact their enrolled members, in accordance with applicable law, but may not sell or transfer such email addresses. Licensee is prohibited from selling any email addresses or other personal information of prospects who opt in to licensee's website.



12.2 TIER STRUCTURE


A. In the event that Prospect enrolls with Licensee by correctly entering Licensee’s Sponsor ID when prompted more than once through the enrollment process, such Prospect shall be a Tier One member of Licensee and may be a Tier Two through Tier Six member of Licensor, or may not fall within any of Licensor's 6-tier network.




B. In the event that Prospect enrolls with Licensor by failing to correctly enter Licensee’s Sponsor ID code when prompted (three attempts will always be provided to correctly enter the code, and after the first incorrect attempt a notice will post asking the prospect to re-check their sponsor ID for accuracy because they entered it incorrectly), Prospect shall be a Tier One member of Licensor and shall not be a tier member of Licensee. In the event prospect unintentionally or intentionally enters a sponsor ID that does not pertain to Licensee but does pertain to another Licensee, and that prospect enrolls, the prospect shall be a Tier One member of the other Licensee. In the event prospect is given a sponsor ID by Licensee, but prospect subsequently visits parent website of Licensor before enrolling, and if Licensee clicks on the link indicating "I was not given a sponsor ID", the prospect shall be a Tier 1 member of Licensor and shall not be a tier member of Licensee. Therefore, it is critical for Licensee to emphasize the importance of entering the proper sponsor ID, whenever prompted.




12.3 OWNERSHIP OF ADDRESS UPON TERMINATION OF ARRANGEMENT. The ownership of the Prospect Addresses by Licensee under Section 11.1B above shall remain in effect only for so long as Licensee maintains its replicated website and the fees associated therewith. Upon failure of Licensee to maintain its replicated website and all associated fees, the Prospect Addresses shall automatically be owned solely by Licensor, and Licensee is not permitted to make contact with such Prospect Addresses after such cancellation date. Licensor reserves the right to enter the email storage file of Licensee’s replicated website at any time for review only, but Licensor is prohibited from manipulating email data in any way for the sole benefit of Licensor, but may only take actions designed to directly benefit Licensee, such as launching prospect email campaigns at regular intervals. However, upon termination or cancellation, Licensor has full discretion, control, and ownership over all prospect email addresses in Licensee’s website.




13. TITLES AND AWARD COMPENSATION



13.1 Licensor reserves the right to make any changes in the award packages posted on the website, but only to the extent that no Licensee meets the qualifications of an award level that has had its monetary value reduced by Licensor less than 9 months before the qualifications were met. If such an event occurs, the award will be made with a comparable monetary value to that which was previously posted on the website before the revision was made. Comparable monetary value may take the form of different awards than what is described on the website. Licensor reserves the right to have records independently audited to confirm the qualifications of any award recipient. If any records have been found to be manipulated or falsified in any way by Licensee for the purpose of earning award compensation, Licensor reserves the right to permanently ban Licensee from qualifying or receiving any current or future award compensation, and this agreement may be terminated for that Licensee, at Licensor’s discretion.



14. COMMUNICATIONS BETWEEN LICENSOR AND LICENSEE


14.1 Licensee agrees and consents to receive regular email communications from Licensor regarding official communications relating to the 7 Figure Legacy Membership. Such communications may include, but not be limited to, recommended distribution channel campaigns, weekly educational/inspirational/spiritual messages, announcements and invitations for upcoming webinars or teleseminars, announcements of promotions, company news, or reminders of available resources such as business cards and promotional brochures. Licensee may opt out of receiving specific types of emails (i.e. inspirational or spiritual messages) by emailing Piper@SunPowerAssociates.com with the specific request, and for some specific types of email messages, an opt-out option may be provided in emails.




15. DISPUTE RESOLUTION



15.1 Any disputed claim arising out of, or related to, this Agreement or any breach hereof shall be finally settled by arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") and conducted in English in Salt Lake City, Utah in accordance with the commercial arbitration rules of the AAA. In the event of any conflict between this Agreement and such rules, the provisions of this Agreement shall govern. Upon written notice by the claimant party to the other party of such claimant's intention to arbitrate, each party shall select an arbitrator within ten (10) days of such notice, and within fifteen (15) days after their selection such arbitrators shall select a third arbitrator, who shall serve as chairperson, and the three arbitrators (each of whom shall be fluent in English) shall hear and determine the controversy. If any arbitrator is not appointed within such time limits, then such arbitrator shall be appointed by the AAA. The decision of a majority of the three arbitrators must contain written reasons, and shall be final and incontestably binding upon the Parties and not subject to any fights of appeal. Judgment upon any award may be entered in any competent court. Each Party shall pay all fees and expenses of the arbitrator selected by such Party, and each shall share equally the fees and expenses of the third arbitrator.




15.2 All awards made pursuant to any arbitration proceeding conducted hereunder shall be in U.S. dollars, and if an award is made to any claimant which is greater than any amount offered in writing by the opposing party in settlement of such claim or if the opposing party has made no offer of settlement, then the opposing party shall pay all of such claimant's costs and expenses incurred in such arbitration, including reasonable attorneys' fees, as well as all costs of arbitration, including all AAA fees and charges and the fees and expenses of all arbitrators. If no award is made to claimant or the amount of such award is equal to or less than any such amount offered in settlement, then the claimant shall pay the opposing party's costs and expenses incurred in such arbitration, including reasonable attorneys' fees, as well as all such costs of arbitration.




16. GENERAL.



16.1 GOVERNING LAW. This Agreement shall be subject to and governed in all respects by the statutes and laws of the State of Utah without regard to the conflicts of laws principles thereof.




16.2 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement and understanding between the parties and integrates all prior discussions between them related to its subject matter. No modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of each party.




16.3 ASSIGNMENT. Licensee may not assign any of its rights or delegate any of its duties under this Agreement, or otherwise transfer this Agreement (by merger, operation of law or otherwise) without the prior written consent of Licensor. Any attempted assignment, delegation or transfer in derogation hereof shall be null and void.




16.4 NOTICES. All notices required or permitted hereunder shall be given in writing addressed to the respective parties as set forth below and shall either be (a) personally delivered or (b) transmitted by nationally recognized private express courier, and shall be deemed to have been given on the date of receipt if delivered personally, or 2 days after deposit with such express courier. Either party may change its address for purposes hereof by written notice to the other in accordance with the provisions of this Subsection.




16.5 FORCE MAJEURE. Neither party will be responsible for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods or accidents.




16.6 WAIVER. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions, covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.




16.7 HEADINGS. The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.




16.8 INDEPENDENT CONTRACTORS. The parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in the Agreement shall be interpreted as constituting either party the joint venture or partner of the other party or as conferring upon either party the power of authority to bind the other party in any transaction with third parties.




16.9 SURVIVAL. The provisions of Section 1.2 (Reservation of Rights), 3 (Ownership of NPS), 4.4 (Legend; Disclaimer), 5 (Confidential Information and Disclosure), 6 (Indemnification by Licensee), 7.2 (Effect of Termination) and 8 (General) will survive any termination of this Agreement.




16.10 EQUITABLE RELIEF. Licensee recognizes and acknowledges that a breach by Licensee of this Agreement will cause Licensor irreparable damage which cannot be readily remedied in monetary damages in an action at law, and may, in addition thereto, constitute an infringement of the NPS. In the event of any default or breach by Licensee that could result in irreparable harm to Licensor or cause some loss or dilution of Licensor's goodwill, reputation, or rights in the NPS, Licensor shall be entitled to immediate injunctive relief to prevent such irreparable harm, loss, or dilution in addition to any other remedies available.




16.11 SEVERABILITY. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.




16.12 ATTORNEY'S FEES. In the event of any action, suit, or proceeding brought by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to receive its costs, expert witness fees, and reasonable attorney's fees and expenses, including costs and fees on appeal.




16.13 LIMITATIONS OF LIABILITIES. Licensor’s aggregate liability arising from or relating to this agreement, the Websites, maintenance, support or other services regardless of the form of action or claim, (e.g. contract, warranty, tort, malpractice, and/or otherwise) shall in no event exceed an amount equal to the total amount received by Licensor under this Agreement. Licensor shall not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if Licensor has been advised of the possibility of such damages. Licensor is not responsible for lost profits or revenue, loss of use of licensed software or other programs, loss of data, costs of recreating lost data, the cost of any substitute equipment or program, or claims by any party, except as otherwise specifically provided for in this Agreement.




16.14 LIMITATION OF WARRANTIES. Licensor makes no warranty, representation or promise not expressly set forth in this agreement. Licensor disclaims and excludes any and all implied warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Licensor does not warrant that the provided software or service is without defect or error or that the operation of licensed software will be uninterrupted or error free.




16.15. Allocation of Risk. This Agreement defines a mutually agreed upon allocation of risk and the amounts payable to Licensor reflect such allocation of risk.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Licensor:

Sun Power Solutions, LLC, DBA SunPowerAssociates.com


By: Piper C. Monte and David C. Monte

Its: Chief Director of Operations and Director of Marketing


Licensee:


I hereby certify that my name is typed in full below and represents my digital signature and certification of my legal consent to the foregoing license agreement in its entirety.


I hereby consent that typing my name in this box constitutes my digital signature, whether or not I type my full legal name.


Name:

May 11, 2010

Filed Under: GENERAL INFORMATION