These terms and conditions shall become effective upon the acceptance by Blendable Inc. (“Blendable”) of the appointment application. Upon acceptance, Blendable hereby authorizes the Advisor (“Representative”). named on the Advisor Appointment Application, to solicit applications for Blendable products and Representative accepts such appointment and agrees to comply in all respects with to the terms and conditions of this agreement (the ‘Agreement’).
1. REMUNERATION
Blendable agrees to pay, and the Representative agrees to accept, as full and complete remuneration for services under this Agreement the, compensation specified in the “Schedule of Compensation” (the “Compensation Schedule”). The Compensation Schedule shall be subject to change from time to time on 30 days advance written notice by Blendable and, upon expiry of any such 30-day period, the changes to the Compensation Schedule shall apply to all subsequent remuneration earned by the Representative. Representative acknowledges and agrees that remuneration will be paid monthly. Blendable may offset any amounts owed to Blendable by the Representative against monies accruing under this Agreement until such debt is repaid in full.
2. EFFECTIVE DATE
This Agreement shall be binding and effective only at such time as it has been signed by the Representative and accepted by an authorized representative of Blendable (“Effective Date”).
3. GOVERNING LAW
This Agreement will be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to conflict of law principles, and each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and consents to the jurisdiction of the courts of the Province of Ontario. In the event of any dispute between the Representative and the Company with regard to remuneration in which the amount in dispute is equal to or greater than $50,000, the Representative shall refer the matter to Blendable for arbitration as prescribed by Ontario legislation and the decision of the individual arbitrating the dispute shall be final and binding upon the parties and shall not be subject to appeal to the courts. For all dispute between the Representative and the Company with regard to remuneration which the amount in dispute is less than $50,000, such dispute shall be reviewed by the Company’s outside accountant, whose decision shall be final and binding on the parties.
4. GEOGRAPHY
The Representative is appointed as a Representative of Blendable in those provinces in Canada in which the license you have specified on page 1 of this application is valid and the Representative hereby accepts such appointment. Blendable hereby expressly reserves the right to appoint other persons to sell Blendable products, to sell Blendable products itself, and by written notice to Representative, to limit the Provinces in which the Representative can solicit applications.
5. PREVIOUS CONTRACTS
This Agreement and all compensation schedules attached hereto and any future amendment thereto by Blendable or any other document which, under the provisions of this Agreement, amends this Agreement, constitute the entire agreement between the parties with regard to the kind or kinds of products offered by Blendable set forth in the Schedules of Compensation and any amendment thereto, and supersedes all previous agreements entered into between the parties or promises made with regard to this subject matter and any other previous agreements, promises, or representations of any kind whatsoever respecting the relationship between the parties hereto. The word “Agreement” shall be understood and agreed to include any and all Schedules of Compensation and other documents attached in accordance with the terms and conditions herein provided.
6. INTERPRETATION
In this Agreement, male pronouns, whenever used, shall include female pronouns and any partnership, corporation or other entity.
7. COMPANY/REPRESENTATIVE RELATIONSHIP
The relationship between Representative and Blendable is one of independent contractor and the authority the Representative is granted is limited to that expressly granted herein. This Agreement is not intended to create and shall not be construed as creating between the parties the relationship of principal and agent, employer and employee, joint venturers, partners or any similar relationship, the existence of which is hereby expressly denied.
8. CONDUCT
The Representative shall act at all times in accordance with the “Code of Ethics” as adopted by the Life Underwriters Association of Canada as amended from time to time and Blendable “Code of Conduct” which embodies the professional ethics of the Life Underwriters Association of Canada.
9. COLLECTIONS, TRUST ACCOUNTS
All monies, cheques or other documents in respect of Blendable’s products, received or collected by the Representative for and on behalf of Blendable, will be immediately forwarded to Blendable without any deduction whatsoever. All cheques can be made payable to “Your Financial Solutions in Trust.”
10. REPAYMENT OF INDEBTEDNESS
Blendable shall have the right at all times to set off against any sum due to the Representative hereunder, any debt, obligation, or liability due to or owing by the Representative to Blendable. The setting off shall not create a cause of action or the Representative against Blendable, when there is a debt or obligation of the Representative due to Blendable.
11. LICENCE
The Representative will at all times comply with all applicable laws and regulations of the jurisdiction in which they may solicit business hereunder, and before soliciting any such business shall obtain and thereafter maintain in effect any licence which may be required to hold by law.
12. NO ALTERATIONS OF DOCUMENTS
The Representative shall not make any alterations, additions or erasures on any of the documents belong to Blendable which may from time to time be in possession of the Representative.
13. REPRESENTATIVE’S AUTHORITY
Without the prior written approval of Blendable, the Representative shall not negotiate, or enter into contracts and/or agreements on behalf of Blendable and Blendable shall not be bound by any contracts and/or agreements made by the Representative. This clause shall not affect or prejudice the Representative’s right to solicit applications for products of Blendable.
14. ADVERTISING OR PUBLICATIONS
The Representative shall not publish or cause to be published any advertisement concerning Blendable in any newspaper, magazine, or publication whatsoever without the prior written authority of Blendable; nor shall he issue, distribute or cause to be issued or distributed any circular or write or cause to be written any letter to any newspaper, magazine or publication concerning Blendable without first obtaining the written approval of Blendable. If any lawsuits shall be brought against Blendable in consequence of any unauthorized action or statement the Representative, all costs and damages arising there from shall be borne by the Representative personally.
15. ASSIGNMENT
The Representative shall not transfer or assign any rights or obligations under this Agreement without the prior written consent of Blendable, which consent may be unreasonably withheld by Blendable.
16. TERMINATION
This Agreement will terminate automatically, without any action on the part of Blendable, upon the death of the Representative (and upon termination, any compensation remaining due will be paid to his heirs, executors, successors or permitted assigns as provided for in the Schedules of Compensation of this Agreement, as if this Agreement were still in force). This Agreement may be terminated by Blendable at any time by written notice to the Representative if Blendable reasonably believes that any one of the following events, which are identified as “Just Causes”, has occurred. “Just Causes” shall include any of the following:
a) the Representative committing any act of fraud, or any other unlawful act;
b) the representative failing to report and pay over to Blendable contributions or premiums collected by him as provided herein; or hereunder without the written consent of Blendable;
c) the Representative violating any of the provisions hereof or assigning any right or interest which he has or may have hereunder without the written consent of Blendable;
d) the Representative violating any term or condition of this Agreement;
e) the Representative failing to follow Blendable rules as defined in Blendable Broker’s Kit, Blendable Code of Conduct or such other written rules or guidelines as may be issued to the Representative by Blendable from time to time;
f) the Representative failing to observe all statutory requirements, any guidelines or any rules or regulations of any association to which the Representative belongs.
Upon receipt of notice from Blendable of termination for Just Cause, Representative shall cease to be entitled to act under this Agreement and the Representative, or his heirs, executors, successors or permitted assigns shall thereupon cease to be entitled to receive any payment under this Agreement
17. CONFIDENTIAL INFORMATION
Confidential Information means all information in whatever form or medium (including copies of such information) that is:
a) proprietary or confidential to Blendable or its affiliates or to its respective customers, suppliers or other business partners, including, but not limited to, information relating to the intellectual property and business practices of Blendable or its affiliates, whether or not reduced to writing or other tangible expression, and including, without limitation, information relating to research and development, discoveries, improvements, processes, know-how, drawings, specifications, samples, formulae, patents, copyrights, trademarks, trade names, and trade secrets;
b) Personal Information. Notwithstanding the foregoing, information which Representative can establish (x) was already known to Representative prior to the time of disclosure by Blendable, as evidenced by contemporaneous or prior documentation to such effect; (y) is or becomes available to the public other than through a breach of this Agreement by Representative; or (z) is acquired or lawfully received by Representative from a third party without confidentiality obligations, shall not be considered Confidential Information under this Agreement.
Except as specifically provided herein, Representative shall hold the Confidential Information in strict confidence. Representative shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. It shall not be a breach of the obligations of Representative if Representative provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonably required to fulfill the Purpose by:
a) the Representative’s affiliates;
b) the Representative’s employees, provided that Representative is vicariously liable for the failure of any affiliate and/or employee to whom Confidential Information is disclosed to comply with Representative’s obligations hereunder and further provided that its affiliate, and/or employee: (i) has a need to know the Confidential Information to fulfill the Purpose; and (ii) is subject to confidentiality obligations on terms that afford no less protection to the Confidential Information than the terms of this Agreement. Representative may also disclose Confidential Information if and only to the extent: (x) it is required to do so by law provided that Representative gives Blendable sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (y) Blendable gives its prior written authorization to do so.
Representative acknowledges and agrees that Blendable’s Confidential Information is and will remain the property of Blendable and all such Confidential Information in tangible form and copies thereof will be returned promptly to Blendable upon request. Except as otherwise provided in writing by the parties, Representative shall not acquire any ownership right, interest or title in or to the Confidential Information, including any license implied or otherwise, or any intellectual property rights therein or the right to obtain or apply for such rights under this Agreement, except for the use and disclosure rights set out above. Representative acknowledges that unauthorized disclosure, inappropriate use, or other violation, or threatened violation of this Agreement by Representative may cause irreparable damage to Blendable. Representative also agrees that Blendable shall be entitled to seek, in addition to any of its other rights and remedies, an injunction prohibiting Representative from any such disclosure, attempted disclosure, violation or threatened violation without the necessity of proving damages or furnishing a bond or other security (or by posting bond at the lowest amount required by law). Upon expiration or termination of this Agreement, all Confidential Information transmitted to Representative by Blendable, materials prepared by Representative or generated by Representative which contain in any way Confidential Information, in any tangible form, and any copies thereof made by Representative (including without limitation, summaries of orally disclosed information) will be destroyed or, at Blendable’s written request, promptly returned to Blendable.
Representative shall use a reasonable degree of care to prevent the unauthorized use, reproduction or disclosure of the Confidential Information, which care shall not be less than the degree of care that Representative uses to protect its own Confidential Information of a similar nature. For clarification, this does not permit Representative to allow third parties to whom it generally permits access to the Representative’s Confidential Information, access to Blendable’s Confidential Information.
18. INTELLECTUAL PROPERTY
As between representative and Blendable, all right, title and interest in and to all Blendable’s pre-existing intellectual property rights owned by Blendable or its affiliates, whether registered or unregistered, and any modifications thereto and any materials or software owned by Blendable or with respect to which Blendable has responsibility for acquiring and maintaining license rights, or any trademarks, tradenames, inventions, improvements, discoveries, formulae, processes, ideas, algorithms, computer software (collectively, “Blendable IP”) shall remain Blendable’s exclusive property. Blendable hereby grants to Representative (to the extent permitted under and subject to the restrictions set forth in applicable third-party agreements), an irrevocable (with respect to Plans and Policies sold under this Agreement, but otherwise revocable upon termination of this Agreement), non-exclusive, non-transferable, limited right to access and use, solely for the purposes of this Agreement, Blendable IP.
19. COMMUNICATION AND CONTRACTS BY ELECTRONIC MEANS
Any communication or contract that Blendable receives from Representative by Electronic Means, or that is purported to be given by Representative, regardless of whether or not it was actually from Representative, will be considered to be duly authorized and binding on Representative and will be enforceable against Representative. Representative agrees that any communication or contract delivered, received or entered into by Electronic Means shall be considered to be signed and/or delivered and to constitute a "writing" for the purposes of any statute or rule of law. Representative agrees not to dispute any such communication or contract on the basis that it was delivered, received or entered into by Electronic Means, including on the basis that it was not "in writing" or was not signed or delivered.
20. NOTICES
Any notice under this Agreement will be deemed to have been given by Blendable to the Representative when such notice is delivered to the Representative at his last known address shown on the records of the Head office of Blendable. Both notice to Blendable and to the Representative shall be effective as the date of mailing. Compensation will continue to be paid in accordance with the terms of this Agreement and the “Conditions Governing Compensation” then in effect.
21. INDEMNIFICATION
At Representative’s expense, Representative will defend, indemnify, and hold Blendable, Blendable’s affiliates, suppliers, successors, agents, authorized distributors, officers, directors, employees and independent contractors harmless from and against any and all claims, actions, suits, judgments, settlements, proceedings, liabilities, losses, damages, expenses (including consequential damages and loss of profits, legal fees and expenses of counsel) and costs asserted against or incurred by Blendable arising out of or relating to Representative’s acts, omissions, negligence and/or breach of its warranties or contractual obligations hereunder. Such indemnification obligation shall survive the expiration or termination of this Agreement.
22. ERRORS AND OMISSIONS INSURANCE
Representative shall obtain (and renew, as appropriate) errors and omissions insurance required pursuant to applicable statutory and regulatory authority. Where the Representative’s regulatory jurisdiction does not require errors and omissions insurance, the Representative shall obtain (and renew) errors and omissions insurance from an insurer in an amount acceptable to Blendable. Representative will provide to Blendable proof of such coverage upon demand.
23. VARIATION, WAIVER
Except as set forth in Sections 1and 5 hereof, no terms of this Agreement will be deemed to be varied or waived unless such variation or waiver be in writing and states explicitly that this is intended to vary or waive the effect of such provision, term or condition and any variation or waiver so given shall not of itself constitute a variation or waiver of any subsequent breach of such provision, term or condition or of any other provision, term or condition of this agreement.
24. INVALIDITY
In the event that in any legal proceedings before a competent tribunal in any jurisdiction, it is determined that any section, paragraph or subparagraph of this Agreement or any part of the same is invalid, that section, paragraph, or sub-paragraph or part thereof shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question, and this Agreement shall in every other respect continue in full force and effect.
